S-4

As filed with the Securities and Exchange Commission on December 23, 2013.

Registration Statement No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHIQUITA BRANDS INTERNATIONAL, INC.

CHIQUITA BRANDS L.L.C.

(Exact name of registrant as specified in its charter)

New Jersey Delaware	0100 0100	04-1923360 31-1192704
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

550 South Caldwell Street

Charlotte, North Carolina 28202

(980) 636-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

James Thompson, Esq.

Senior Vice President, General Counsel and Secretary

Chiquita Brands International, Inc.

550 South Caldwell Street

Charlotte, North Carolina 28202

(980) 636-5000

(704) 625-9006 (facsimile)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of all communications to:

Bridget C. Hoffman

Taft Stettinius & Hollister LLP

425 Walnut Street, Suite 1800

Cincinnati, Ohio 45202

(513) 381-2838

(513) 381-0205 (facsimile)

Approximate date of commencement of proposed exchange offer: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box."

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering."

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering."

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	ý
Non-accelerated filer	o	Smaller reporting company	o
If applicable, please an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o  Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to Be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
7.875% Senior Secured Notes due 2021	$	425,000,000	100	%	$	425,000,000	$	54,740.00
Guarantees of 7.875% Senior Secured Notes due 2021(2)		N/A	N/A			N/A		N/A(3)
Total	$	425,000,000	100	%	$	425,000,000	$	54,740.00

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
(2)	See inside facing page for table of registrant guarantors.
(3)	Pursuant to Rule 457(n) promulgated under the Securities Act, no separate filing fee is required for the registration of the guarantees.

__________________________________

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number
BC Systems, Inc.	Delaware	100	86-0256967
CB Containers, Inc.	Delaware	100	31-1317631
Chiquita Fresh North America L.L.C.	Delaware	100	04-1348580
Fresh Express Incorporated	Delaware	100	94-2591533
Fresh International Corp.	Delaware	100	94-2258709
Transfresh Corporation	Delaware	100	94-1620943
V.F. Transportation, L.L.C.	Pennsylvania	100	25-1855820
Verdelli Farms Inc.	Pennsylvania	100	23-2063194
(1)The address and phone number of each registrant guarantor is c/o Chiquita Brands International, Inc., 550 South Caldwell Street, Charlotte, NC 28202, (980) 636-5000.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy, these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated December 23, 2013

PROSPECTUS

CHIQUITA BRANDS INTERNATIONAL, INC.
CHIQUITA BRANDS L.L.C.

Offer to exchange $425 million aggregate principal amount of 7.875% Senior Secured Notes due 2021 (which we refer to as the old notes) for $425 million aggregate principal amount of 7.875% Senior Secured Notes due 2021 (which we refer to as the new notes) which have been registered under the Securities Act of 1933, as amended, and are fully and unconditionally guaranteed by the subsidiary guarantors listed on page iv of this prospectus.

The exchange offer will expire at 5:00 p.m., New York City time, on [                    ], 2014, unless we extend the exchange offer in our sole and absolute discretion.

Terms of the exchange offer:

• We will exchange new notes for all outstanding old notes that are validly tendered and not withdrawn prior to the expiration or termination of the exchange offer.

• You may withdraw tenders of old notes at any time prior to the expiration or termination of the exchange offer.

• The terms of the new notes are substantially identical to those of the outstanding old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.

• The exchange of old notes for new notes will not be a taxable transaction for United States federal income tax purposes, but you should see the discussion under the caption “Material United States Federal Income Tax Considerations” for more information.

• We will not receive any proceeds from the exchange offer.

• We issued the old notes in a transaction not requiring registration under the Securities Act, and as a result, their transfer is restricted. We are making the exchange offer to satisfy your registration rights, as a holder of the old notes.

There is no established trading market for the new notes or the old notes.

See “Risk Factors” beginning on page 13 for a discussion of risks you should consider prior to tendering your outstanding old notes for exchange.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives new notes for its own account pursuant to the registered exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the registration statement of which this prospectus forms a part is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus available to any broker-dealer for use in connection with these resales. See “Plan of Distribution.”

The date of this prospectus is [                    ], 2013.

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TABLE OF CONTENTS

	Page
SUBSIDIARY GUARANTORS	iv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv
SUMMARY	1
SUMMARY DESCRIPTION OF THE EXCHANGE OFFER	5
CONSEQUENCES OF NOT EXCHANGING OLD NOTES	8
SUMMARY DESCRIPTION OF THE NEW NOTES	9
RISK FACTORS	13
USE OF PROCEEDS	18
RATIO OF EARNINGS TO FIXED CHARGES	19
SELECTED CONSOLIDATED FINANCIAL DATA	20
DESCRIPTION OF OTHER INDEBTEDNESS	21
THE EXCHANGE OFFER	21
DESCRIPTION OF THE NEW NOTES	27
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	78
PLAN OF DISTRIBUTION	78
LEGAL MATTERS	79
EXPERTS	79
WHERE YOU CAN FIND MORE INFORMATION	79
INCORPORATION BY REFERENCE	79

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document. Copies of this information are available, without charge to any person to whom this prospectus is delivered, upon written or oral request. Written requests should be sent to:

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Chiquita Brands International, Inc.
550 South Caldwell Street
Charlotte, North Carolina 28202
Attention: Investor Relations

Oral requests should be made by telephoning Chiquita Brands International, Inc., Investor Relations Department at (980) 636-5000.

In order to obtain timely delivery, you must request the information no later than  [                 ]  , 2014, which is five business days before the expiration date of the exchange offer.

SUBSIDIARY GUARANTORS

BC Systems, Inc.

CB Containers, Inc.

Chiquita Fresh North America L.L.C.

Fresh Express Incorporated

Fresh International Corp.

Transfresh Corporation

V.F. Transportation, L.L.C.

Verdelli Farms Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain statements concerning our future results and performance and other matters that are “forward-looking” statements. These statements reflect management’s current views and estimates of future economic circumstances, industry conditions and our performance. They are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, including: the customary risks experienced by global food companies such as: prices for commodity and other inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting the company or the industry, labor relations, taxes, political instability, and terrorism; challenges in implementing the relocation of its corporate headquarters and other North American corporate functions to Charlotte, North Carolina; challenges in implementing restructuring and leadership changes announced in August and October 2012 including its ability to achieve the cost savings and other benefits anticipated from the restructuring; unusual weather events, conditions or crop risks; continued ability to access the capital and credit markets on commercially reasonable terms and comply with the terms of its debt instruments; access to and cost of financing; the outcome of pending litigation and governmental investigations involving the company, as well as the legal fees and other costs incurred in connection with such items; and other risks set forth in the “Risk Factors” section of this prospectus and the documents incorporated by reference into this prospectus, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

The forward-looking statements speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and we undertake no obligation to update any such statements.

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SUMMARY

The following summary information is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial data, including the consolidated financial statements and related notes thereto, appearing elsewhere or incorporated by reference in this prospectus. In addition to other information in this prospectus, the factors set forth under “Risk Factors” below should be considered carefully in evaluating an investment in the notes offered hereby. Unless the context indicates otherwise, all references in this prospectus to “Chiquita,” the “Company,” “our,” “us” and “we” refer to Chiquita Brands International, Inc. and its subsidiaries. References to “CBII” refer solely to the legal entity Chiquita Brands International, Inc. References to “CBL” refer only to Chiquita Brands L.L.C., our main operating subsidiary.

Company Overview

Chiquita Brands International, Inc. and its subsidiaries operate as a leading international marketer and distributor of bananas and other fresh produce as well as packaged salads. Our bananas, other fresh produce and related fruit ingredients are primarily sold under the Chiquita® brand name in nearly 70 countries. Our packaged salads are sold under the Fresh Express® brand name, as well as private label offerings, primarily in the United States. No individual customer accounted for more than 10% of net sales of the company or any segment during any of the last three years.

We currently operate through three business segments: Bananas, Salads and Healthy Snacks, and Other Produce:

• Bananas. We produce approximately one-third of the bananas we market on farms we own in Latin America, and purchase the remainder of the bananas from a diverse base of third-party suppliers. Our primary markets are in North America, Europe and the Middle East. In North America, our bananas are typically sold under annual, fixed price per box contracts that include a variable fuel surcharge designed to recover fuel-related cost increases. In Core Europe, which we define as the 27 member states of the European Union (“EU”), Switzerland, Norway and Iceland, our bananas are primarily sold on weekly price quotes in euros. We ship bananas to various non-EU countries throughout the Mediterranean. We also sell bananas in the Middle East, primarily under fixed price per box contracts. Additionally, we receive royalties from the use of the Chiquita brand under a trademark licensing agreement with a third party for banana sales in Japan and Korea.

• Salads and Healthy Snacks. The Salads and Healthy Snacks segment includes (i) packaged, ready-to-eat salads in the retail market, commonly referred to as “value-added salads,” sold under the Fresh Express brand and other labels; (ii) fresh vegetable and fruit ingredients used in foodservice; (iii) healthy snack products, primarily packaged, sliced apples sold in foodservice and retail channels; and (iv) processed fruit ingredient products. We distribute approximately 190 different retail value-added salad products to retailers nationwide and approximately 40 different value-added healthy snacking products. While traditionally we were a supplier of branded product offerings, as part of our strategic transformation, we recently expanded our product offerings, without the need for significant capital expenditures, and now offer private label packaged salads, organic packaged salads and whole-head lettuce products in order to be a more complete salad supplier to our customers. We source all of our raw salad ingredients from third-party suppliers in the United States and Mexico. Value-added salads are primarily sold under annual or multi-year fixed price per case contracts that include a fuel surcharge designed to recover any increases in fuel-related costs. In 2012, the Healthy Snacks product portfolio was significantly pared down and is now primarily packaged sliced apples, which reduces manufacturing complexity and isolates operations to only those products that meet our intended target profit margins.

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• Other Produce. We distribute and market whole fresh fruit and vegetables other than bananas in Europe and North America and license the use of the Chiquita brand to a third party for pineapples sold in Japan and Korea. As part of our strategic transformation, in October 2012 we announced our intention to exit our North American deciduous business after the end of the California grape season. On an annual basis, our North American deciduous business generated approximately $40 million of net sales and an insignificant operating loss. Beginning in 2013, the primary product of the Other Produce segment is pineapples. We source pineapples primarily in the same way and from many of the same growers who supply our banana volume and we utilize our pineapple sales volume to enhance our economies of scale in purchasing and transportation

Competitive Strengths

We believe the following competitive strengths position us to execute our strategic transformation and will drive our future growth:

• Strong and Valuable Brands. Both the Chiquita and Fresh Express brands are known for freshness, quality, health and convenience. Chiquita is the most recognized brand in bananas. In North America, 45% of consumers prefer Chiquita bananas to offerings from our peers, based on the North America Brand Health Tracking Report from November 2013. In Europe, where multiple banana brands are sold by retailers, the Chiquita brand generally is priced at a premium to competing products. The Fresh Express brand is well known in the North American retail grocery and foodservice trades and we believe has developed a reputation for service, innovation, quality and food safety leadership.

• Leading Market Share in Large, On-Trend Product Categories. The consumer and institutional recognition of our brands contribute to our leading market share in our key products. Chiquita is the leading banana brand in Europe with an approximate 15% market share based on 2012 Eurostat import data and has the leading market share of 35% in U.S. supermarkets according to Nielsen Perishables Group- 52 weeks ending September 28, 2013. Fresh Express is the category leader in North America with approximately 31% market share in the $2 billion retail value-added salad category, based on IRI data. Fresh Express also continues to be the fastest selling packaged salad brand in retail outlets and our sales velocity advantage has increased through the third quarter of 2013, based on IRI data.

• Long-Standing Customer Relationships. We maintain long-standing relationships with a diverse base of customers. Our customers include some of the largest food retailers, restaurants and mass merchants in the U.S. and Europe. We believe our ability to source bananas of uniformly high quality at a competitive cost, our ability to quickly and reliably transport and distribute products worldwide and our value-added services allows us to continue to enhance these long-standing relationships. For example, for some customers we provide services such as ripening and inventory and/or category management, cold chain management and delivery and retail merchandising services to help those customers measurably improve the productivity of their banana and packaged salad sales. In our packaged salads business, we provide a range of services such as merchandising support, trade spend management, cold supply chain management and inventory management to drive sales velocities at a rate higher than the industry average.

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• Diversity of Sourcing. Our sourcing of bananas and salads is geographically diversified. In bananas, we maintain a diverse geographic sourcing structure which reduces our risk from natural disasters, labor disruptions and other events in any one particular location to help us maintain uninterrupted supplies to our customers. In addition to the farms we own and operate, which produce approximately one-third of our banana supply, we source bananas from numerous countries in Central and South America, including Costa Rica, Guatemala, Panama, Ecuador and Honduras, with additional volume sourced from the Philippines. In salads, we work with a portfolio of independent growers to mitigate production risks and cost fluctuations. Our raw salad products are sourced primarily from California or Arizona, as well as Mexico, Florida, Michigan and Colorado.

• Leader in Food Safety Standards. We consider ourselves to be a leader and innovator in food safety. Our strict food safety standards also apply to our third-party growers, suppliers and processors. For example, the Fresh Express food safety practices include: (1) multi-point monitoring from field to shelf; (2) pre-approval and monitoring of fields where Fresh Express products are grown; and (3) utilizing our own expert auditors to assess growing, harvesting and cooling operations.

• High Level of Corporate Responsibility. We manage all operations in accordance with our Core Values—Integrity, Respect, Opportunity, and Responsibility—and our Code of Conduct. We lead our business with high environmental, social and ethical standards, and fairly balance the interests of our stakeholders. For example, all our company-owned farms in Latin America have been certified by independent, third party organizations to world-leading standards in the environmental, labor, good agricultural and food safety practices. The Rainforest Alliance certification verifies that we use sustainable agricultural practices, while Social Accountability 8000 verifies that we employ fair labor standards and implement the core International Labor Organization conventions. Our GlobalGap certification demonstrates our good agricultural practices and food safety standards. We also encourage and work with our third-party suppliers to achieve compliance with these standards.

Business Strategy

We believe we have significant opportunities to grow our net sales and improve our profitability as we implement our strategic transformation. Our long-term business strategies include the following:

• Expand salads sales by providing a more comprehensive product offering. In 2013, we began shipping under our private label program to our North American customers to take advantage of the opportunity in private label salads. We have also expanded our organic salad offering and entered the value-added whole head lettuce category on a selective basis. We supply the full range of consumer and customer needs in our core categories while leveraging existing capacity, capabilities, and our scale advantage.

• Drive growth in bananas. We will use our new operational efficiencies to improve the value proposition we offer to our customers. The diversity of our banana sourcing and our new shipping configuration will enable us to more quickly take advantage of any supply and demand imbalances while our productivity improvements on the farms we own are expected to result in a higher yield of Chiquita quality bananas.

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• Continue to focus on mitigating risk. Our business is very global and inherently entails a number of risks. While economic, political and cultural risks cannot be controlled, we can manage other risks such as fluctuations in shipping rates, fuel costs and foreign currency translation. We have a disciplined fuel hedging program for our Core Europe bunker fuel exposure. As of September 30, 2013, we have hedged approximately 80% and 50% of our global bunker fuel exposure in each of 2014 and 2015, respectively. Our U.S. bunker fuel exposure is offset by quarterly contractual fuel surcharges. To manage our exposure to exchange rates on the conversion of euro-based revenue into U.S. dollars, we utilize a currency hedging strategy through a variety of derivative instruments. As of October 25, 2013, approximately 25% of our expected euro net sales in 2014 is hedged at $1.34 per euro. We will continue to proactively hedge these risks to minimize the volatility in our business.

• Continue to Focus on Cost Saving Opportunities. In addition to the initiatives already completed or underway, we intend to continue to focus on profit improvement initiatives and maximizing cash flow by identifying areas in our value chain with additional cost savings potential.

Our principal executive offices are located at 550 South Caldwell Street, Charlotte, North Carolina 28202 and our telephone number is (980) 636-5000. Our website is www.chiquita.com. The information contained on our website is not incorporated by reference into this prospectus.

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SUMMARY DESCRIPTION OF THE EXCHANGE OFFER

The following is a brief summary of the principal terms of the exchange offer. Certain of the terms and conditions described below are subject to important limitations and expectations. For a more complete description of the terms of the exchange offer, see “The Exchange Offer.”

On February 5, 2013, we completed the private offering of $425 million aggregate principal amount of 7.875% Senior Secured Notes due 2021 and related subsidiary guarantees. As part of that offering, we entered into a registration rights agreement with the placement agents of the old notes in which we agreed, among other things, to deliver a prospectus to you and to complete an exchange offer for the old notes. Below is a summary of the exchange offer.

Old Notes $425 million principal amount of 7.875% Senior Secured Notes due 2021.

New Notes $425 million principal amount of 7.875% Senior Secured Notes due 2021 and the related subsidiary guarantees, the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”). The form and terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.

Exchange Offer We are offering to issue up to $425 million principal amount of new notes, in exchange for a like principal amount of the old notes, to satisfy our obligations under the registration rights agreement that we entered into when the old notes were issued in reliance upon the exemptions from registration provided by Rule 144A and Regulation S of the Securities Act.

Expiration Date; Tenders The exchange offer will expire at 5:00 p.m., New York City time, on [                    ], 2014, unless extended in our sole and absolute discretion. By tendering your old notes, you represent to us that:

• you are not our “affiliate,” as defined in Rule 405 under the Securities Act;

• you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new notes;

• you are acquiring the new notes in your ordinary course of business; and

• if you are a broker-dealer, you will receive the new notes for your own account in exchange for old notes that were acquired by you as a result of your market-making or other trading activities and you will deliver a prospectus in connection with any resale of the new notes you receive. For further information regarding resales of the new notes by participating broker-dealers, see the discussion under the caption “Plan of Distribution.”

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Withdrawal You may withdraw any old notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on [                    ], 2014.

Conditions to the Exchange Offer The exchange offer is not conditioned upon any minimum aggregate principal amount of the old notes being tendered for exchanges. The exchange offer is subject to customary conditions, which we may waive. See the discussion below under the caption “The Exchange Offer—Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.

Procedures for Tendering the Old Notes Except as described in the section titled “The Exchange Offer—Procedures for Tendering old notes,” a tendering holder must, on or prior to the expiration date, transmit an agent’s message to the exchange agent at the address listed in this prospectus. In order for your tender to be considered valid, the exchange agent must receive a confirmation of book entry transfer of your old notes into the exchange agent’s account at The Depository Trust Company (“DTC”) prior to the expiration or termination of the exchange offer. A holder may also tender its original notes by means of DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that program.

Special Procedures for Beneficial Owners If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender your old notes in the exchange offer, you should promptly contact the person in whose name the old notes are registered and instruct that person to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the old notes by causing DTC to transfer the old notes into the exchange agent’s account.

Certain Federal Income Tax Considerations The exchange of the old notes for new notes in the exchange offer will not be a taxable transaction for United States federal income tax purposes. See the discussion under the caption “Certain United States Federal Income Tax Considerations” for more information regarding the tax consequences to you of the exchange offer.

Use of Proceeds We will not receive any proceeds from the exchange offer.

Exchange Agent Wells Fargo Bank, National Association is the exchange agent for the exchange offer. You can find the address and telephone number of the exchange agent below under the caption “The Exchange Offer—Exchange Agent.”

Resales Based on interpretations by the staff of the SEC, as detailed in a series of no-action letters issued to third parties, we believe that the new notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:

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	•	you are acquiring the new notes in the ordinary course of your business;
	•	you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate, in a distribution of the new notes; and
	•	you are not an affiliate of ours.
If you are an affiliate of ours, are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the new notes:
	•	you cannot rely on the applicable interpretations of the staff of the SEC;
	•	you will not be entitled to participate in the exchange offer; and
	•	you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
See the discussion below under the caption “The Exchange Offer—Consequences of Exchanging or Failing to Exchange old notes” for more information.

Broker-Dealer Each broker or dealer that receives new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer to resell or other transfer of the new notes issued in the exchange offer, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the new notes.

Furthermore, any broker-dealer that acquired any of its old notes directly from us:

• may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

• must also be named as a selling bondholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes which were received by such broker-dealer as a result of market making activities or other trading activities. We have agreed that for a period of up to 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” for more information.

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Registration Rights Agreement When we issued the old notes in February 2013, we entered into a registration rights agreement with the placement agents of the old notes. Under the terms of the registration rights agreement, we agreed to file with the SEC, and cause to become effective, a registration statement relating to an offer to exchange the old notes for the new notes.

If we do not complete the exchange offer, or, in certain circumstances, a shelf registration statement providing for the registered sale of the old notes is not declared effective, within 120 days after any obligation to file a shelf registration statement arises, the interest rate on the old notes will be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any such failure and shall increase by 0.25% per annum at the end of each subsequent 90-day period, up to an additional 1.0% per annum.

CONSEQUENCES OF NOT EXCHANGING OLD NOTES

If you do not exchange your old notes in the exchange offer, your old notes will continue to be subject to the restrictions on transfer currently applicable to the old notes. In general, you may offer or sell your old notes only:

• if they are registered under the Securities Act and applicable state securities laws;

• if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

• if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

We do not currently intend to register the old notes under the Securities Act. Under some circumstances, however, holders of the old notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell new notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of old notes by these holders. For more information regarding the consequences of not tendering your old notes and our obligation to file a shelf registration statement, see “The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes” and “Description of the New Notes—Registration Rights.”

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SUMMARY DESCRIPTION OF THE NEW NOTES

The summary below describes the principal terms of the new notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the New notes” section of this prospectus contains a more detailed description of the terms and conditions of the new notes.

Issuers Chiquita Brands International, Inc. and Chiquita Brands L.L.C.

New Notes $425 million aggregate principal amount of 7.875% Senior Secured Notes due 2021.

Maturity Date February 1, 2021.

Interest Payment Dates 7.875% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2014.

Subsidiary Guarantees

Our obligations under the new notes will be guaranteed on a senior basis by each of our existing direct and indirect subsidiaries, other than de minimis subsidiaries, and certain of our future direct and indirect domestic subsidiaries. See “Description of the New Notes-Guarantees.” For the nine months ended September 30, 2013, our non-guarantor subsidiaries represented 36% of our consolidated revenues. The relative contribution of our non-guarantor subsidiaries to our consolidated revenues varies from period to period and, in any given period, may be significantly greater or smaller than their relative contribution to our consolidated sales, depending on sales price, supply and demand, freight costs, exchange rates and several other factors. As of September 30, 2013, our non-guarantor subsidiaries represented $917 million, or 53%, of our consolidated total assets and had total liabilities (excluding intercompany liabilities) of $336 million, all of which rank structurally senior to the notes.

Ranking

The new notes and the guarantees are senior secured obligations of the issuers and the guarantors secured to the extent described below. The notes and the guarantees will rank:

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	• pari passu with any senior indebtedness of the issuers and the guarantors; •    senior to any indebtedness, if any, of the issuers and the guarantors that is expressly subordinated to the notes and the guarantees; •    effectively senior to any unsecured indebtedness or indebtedness with a junior lien to the liens securing the notes and the guarantees to the extent of the value of the collateral securing the notes and the guarantees; • pari passu in priority as to the collateral with any other indebtedness that is secured on an equal and ratable basis by the collateral securing the notes to the extent of that collateral; the indenture governing the notes will permit additional indebtedness to be secured on the collateral equally and ratably with the notes, subject to limitations;        effectively junior to any secured indebtedness which is either secured by assets that are not collateral for the notes and the guarantees or which is secured by a prior lien on the collateral for the notes and the guarantees, including the issuer’s 5-year secured asset-based lending facility (the “ABL Facility”) with respect to the ABL Priority Collateral (as defined below), in each case, to the extent of the value of the assets securing such indebtedness; the ABL Facility will have a maximum borrowing capacity of $150.0 million, all of which would rank effectively senior to the notes to the extent of the value of the ABL Priority Collateral; and structurally junior to all obligations of our subsidiaries that are not guarantors.
Security	The new notes and the guarantees are secured (i) on a first-priority basis, subject to certain exceptions and permitted liens, by a lien on substantially all of the issuers’ and the guarantors’ existing and after acquired material domestic real estate, certain intellectual property and a pledge of 100% of the stock of substantially all of the issuers’ and the guarantors’ domestic subsidiaries and up to 65% of the stock of certain foreign subsidiaries held by the Issuers and the guarantors, and proceeds relating thereto (collectively, the “Notes Priority Collateral”) and (ii) on a second-priority basis by a lien on all of the issuers’ and the guarantors’ domestic assets that secure the ABL Facility on a first-priority basis, including, subject to certain exceptions and permitted liens, present and future domestic receivables, inventory, equipment and substantially all of the Issuers’ and the guarantors’ other domestic assets that are not Notes Priority Collateral, subject to certain exceptions, and proceeds relating thereto (collectively, the “ABL Priority Collateral”). The ABL Facility also is secured on a second-priority basis by a lien on the Notes Priority Collateral. See “Description of the New Notes—Security” and risk included in "Risk Factors" regarding assets excluded from the collateral securing the new notes.
Optional Redemption	We may redeem any of the new notes beginning on February 1, 2016. The initial redemption price is 105.906% of their principal amount, plus accrued interest. The redemption price will decline each year after 2016 and will be 100% of their principal amount, plus accrued interest, beginning on February 1, 2019.

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Before February 1, 2016, we may also redeem the new notes, in whole or in part, at our option, at a redemption price equal to 100% of their principal amount plus the Applicable Premium (as defined under “Description of the New Notes—Optional Redemption”) as of, and accrued and unpaid interest to, the redemption date.

In addition, before February 1, 2016, we may redeem, with the proceeds from sales of certain kinds of our capital stock, up to 35% of the aggregate principal amount of outstanding new notes at a redemption price equal to 107.875% of their principal amount, plus accrued interest to the redemption date. We may make such redemption only if, after any such redemption, at least 65% of the aggregate principal amount of new notes originally issued remains outstanding.

We may redeem up to 10% of the aggregate principal amount of the notes at a redemption price of 103% of the principal amount of the notes, plus accrued and unpaid interest during each 12 consecutive month period ending on the day immediately preceding the first, second or third anniversary of the date of closing.

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Change of Control	Upon a Change of Control Triggering Event (as defined under “Description of the new notes—Definitions”), we will be required to make an offer to purchase the new notes. The purchase price will equal 101% of the principal amount of the new notes plus accrued interest. We may not have sufficient funds available at the time of a Change of Control Triggering Event to make any required debt payment (including repurchases of the new notes).
Certain Covenants	The indenture governing the new notes contain certain covenants, including limitations and restrictions on our ability to: ·    incur additional indebtedness; ·    make dividend payments or other restricted payments; ·    create liens; ·    sell assets; ·    sell securities of our subsidiaries; ·    enter into certain types of transactions with shareholders and affiliates; and ·    enter into mergers, consolidations, or sales of all or substantially all of our assets. These covenants are subject to important exceptions and qualifications, which are described in “Description of the New Notes— Covenants.” In addition, at such time that the new notes are rated Investment Grade (as defined under “Description of the new notes—Termination of Covenants”) by either of Moody’s or S&P, many of the covenants will permanently cease to apply.
Trading	The new notes are a new issue of securities, and there is currently no established trading market for the new notes. An active or liquid market may not develop for the new notes or, if developed, be maintained. We have not applied, and do not intend to apply, for the listing or the new notes on any automated dealer quotation system.
Risk Factors	You should carefully consider all of the information contained or incorporated by reference in this prospectus prior to participating in the exchange offer. In particular, we urge you to carefully consider the information set forth under “Risk Factors” beginning on page 13 for a discussion of risks and uncertainties relating to us, our subsidiaries, our business, the exchange offer and holding the new notes.

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RISK FACTORS

You should carefully consider the risks and uncertainties set forth below and the risks and uncertainties incorporated by reference in this prospectus, including the information included under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012. These are not the only risks we face. Additional risks not presently known or which we currently deem immaterial may also affect our business operations, and even the risks identified below may adversely affect our business in ways we cannot currently anticipate. Our business, financial condition or results of operations could be materially adversely affected by any of these risks.

When we use the term "notes" in this prospectus, the term includes the old notes and the new notes.

Risks Related to the Exchange Offer and Holding the New Notes

Holders who fail to exchange their old notes will continue to be subject to restrictions on transfer.

If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old notes described in the legend on the certificates for your old notes. The restrictions on transfer of your old notes arise because we issued the old notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the old notes under the Securities Act. For further information regarding the consequences of tendering your old notes in the exchange offer, see the discussions below under the captions "The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes" and "Certain Federal Income Tax Considerations."

You must comply with the exchange offer procedures in order to receive new, freely tradable new notes.

Delivery of new notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

•certificates for old notes or a book-entry confirmation of a book-entry transfer of old notes into the Exchange Agent's account at DTC, New York, New York as depository, including an Agent's Message (as defined herein) if the tendering holder does not deliver a letter of transmittal;

• a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in lieu of the letter of transmittal; and

• any other documents required by the letter of transmittal.

Therefore, holders of old notes who would like to tender old notes in exchange for new notes should be sure to allow enough time for the old notes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of old notes for exchange. Old notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the registration rights agreement will terminate. See "The Exchange Offer—Procedures for Tendering Old Notes" and "The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes."

Some holders who exchange their old notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Holders of our indebtedness secured by liens ranking prior to the liens securing the notes will have rights senior to the rights of the holders of the notes with respect to the collateral securing such other secured indebtedness.

Obligations under the ABL Facility and certain hedging and cash management obligations are secured by a first-priority lien on the ABL Priority Collateral. The notes and related guarantees are secured by a second-priority lien on the ABL Priority Collateral. Any rights to payment and claims by the holders of the notes are subject to the rights to payment or claims by our lenders under the ABL Facility and the holders of any such hedging and cash management obligations with respect to distributions of such collateral. The ABL Facility has a maximum borrowing capacity of

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$150 million, all of which would rank effectively senior to the notes to the extent of the value of the ABL Priority Collateral. Only when our obligations under the ABL Facility and such hedging and cash management obligations are satisfied in full will the proceeds of the ABL Priority Collateral be available to repay the notes.

Our ability to generate cash depends on many factors beyond our control, and we may not be able to generate the cash required to service our indebtedness or the notes.

Our ability to make payments on and refinance our indebtedness and to fund our operations will depend on our ability to generate cash in the future. Our historical financial results have been, and our future financial results are expected to be, subject to substantial fluctuations, and will depend upon general economic conditions and financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to meet our debt service obligations or fund our other liquidity needs, we may need to refinance all or a portion of our debt before maturity, seek additional equity capital, reduce or delay scheduled expansions and capital expenditures or sell material assets or operations. We may not be able to pay our debt or refinance it on commercially reasonable terms, or at all, or to fund our liquidity needs.

If for any reason we are unable to meet our debt service obligations, we would be in default under the terms of the agreements governing our outstanding debt. If such a default were to occur, the lenders under the ABL Facility, and certain lease agreements, could elect to declare all amounts outstanding immediately due and payable, and the lenders would not be obligated to continue to advance funds under the ABL Facility. If the amounts outstanding under the ABL Facility, and certain lease agreements, were accelerated, our assets may not be sufficient to repay in full the money owed to our other debt holders.

The indenture governing the new notes and the ABL Facility contain various covenants limiting the discretion of our management in operating our business and could prevent us from capitalizing on business opportunities and taking some corporate actions.

The indenture governing the new notes and the ABL Facility impose significant operating and financial restrictions on us. These restrictions limit or restrict, among other things, our ability and the ability of our restricted subsidiaries to:

•incur additional indebtedness;

•make restricted payments (including paying dividends on, redeeming, repurchasing or retiring our capital stock);

•make investments;

•create liens;

•sell assets;

•enter into agreements restricting our subsidiaries’ ability to pay dividends, make loans or transfer assets to us;

•engage in transactions with affiliates; and

•consolidate, merge or sell all or substantially all of our assets.

These covenants are subject to important exceptions and qualifications and, with respect to the new notes, are described under the heading “Description of the New Notes—Covenants” in this prospectus. In addition, the ABL Facility requires us, under certain circumstances, to maintain compliance with certain financial covenants. Our ability to comply with these covenants may be affected by events beyond our control, including those described in this “Risk Factors” section. A breach of any of the covenants contained in the ABL Facility, including our inability to comply with the financial covenants, could result in an event of default, which would allow the lenders under the ABL Facility and certain lease agreements to declare all amounts outstanding to be due and payable, which would in turn trigger an event of default under the indenture governing the new notes and, potentially, our other indebtedness. At maturity or in the event of an acceleration of payment obligations, we would likely be unable to pay our outstanding indebtedness with our cash and cash equivalents then on hand. We would, therefore, be required to seek alternative sources of funding, which may not be available on commercially reasonable terms, terms as favorable as our current agreements or at all, or face bankruptcy. If we are unable to refinance our indebtedness or find alternative means of financing our operations, we may be required to curtail our operations or take other actions that are inconsistent with our current business practices or strategy.

Our substantial leverage and debt service obligations may make it difficult for us to service our debt, including the new notes, and operate our business.

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We have a substantial amount of outstanding indebtedness with significant debt service requirements. As of September 30, 2013, our total borrowings were $622.2 million (net of $38.8 million unamortized discount on our 4.25% Convertible Notes and these 7.875% Notes). At September 30, 2013, we had a cash balance of $72 million, a $7.5 million term loan, and no borrowings under the ABL Revolver, under which $88 million was available after $24 million was used to support letters of credit. Our significant leverage could have important consequences for holders of the notes, including, but not limited to:

• making it more difficult for us to satisfy our obligations with respect to the new notes and our other debt and liabilities;

•requiring us to dedicate a substantial portion of our cash flow to payments on our debt instead of operations, thus reducing the availability of our cash flow to fund internal growth through working capital, capital expenditures, acquisitions, joint ventures, product research and development and other general corporate purposes;

•increasing our vulnerability to, and reducing our flexibility to respond to, a downturn in our business, or generally adverse economic or industry conditions;

•placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged as us;

•limiting our flexibility in planning for, or reacting to, changes in our business and the competitive environment and industry;

•restricting us from pursuing strategic acquisitions or exploiting certain business opportunities; and

•limiting, among other things, our and our subsidiaries’ ability to borrow additional funds or raise equity capital in the future and increasing the costs of such additional financings.

Our ability to service our indebtedness will depend on our future performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors. Some of these factors are beyond our control. If we cannot service our indebtedness and meet our other obligations and commitments, we might be required to refinance our debt or dispose of assets to obtain funds for such purpose. We cannot assure you that refinancings or asset disposals could be effected on a timely basis or on satisfactory terms, if at all, or would be permitted by the terms of our debt instruments.

We may incur substantial additional indebtedness, including debt ranking effectively senior to the new notes, which could further exacerbate the risks associated with our substantial indebtedness.

Subject to the restrictions in the indenture governing the new notes, and in the ABL Facility, we and our subsidiaries may be able to incur additional indebtedness, including debt ranking effectively senior to the new notes, in the future. Although these agreements will contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and debt incurred in compliance with these restrictions could be substantial. If new debt is added to our and our subsidiaries’ existing debt levels, the related risks that we now face would increase.

Certain assets are excluded from the collateral securing the new notes.

Certain assets are excluded from the collateral securing the new notes as described under “Description of the Notes—Security” including, without limitation, the following:

•any capital stock or other securities of any subsidiary of CBII to the extent that the pledge of that capital stock or other securities would result in our being required to file separate financial statements of such subsidiary with the SEC;

•the voting capital stock of any of our, or our guarantors’ direct, foreign restricted subsidiaries in excess of 65% of the voting rights of all such capital stock in such subsidiary, and any capital stock of an entity that is not our or our guarantors’ direct subsidiary to the extent a pledge of such capital stock is prohibited by such entity’s organizational documents or any shareholders agreement or joint venture agreement relating to such capital stock;

•owned real property with an individual fair market value of $2.0 million or less and leased real property (but excluding the leasehold interest in the Carrollton, Georgia Facility);

•any property as to which the grant of a security interest would violate applicable law, require a consent not obtained of any governmental authority, or breach, result in a default or termination under, or require a consent not obtained under, any document evidencing such property; and

•other “excluded assets” described under “Description of the Notes—Security.”

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If an event of default occurs and the notes are accelerated, the notes will rank equally with the holders of all of our other unsubordinated and unsecured indebtedness and other liabilities with respect to such excluded assets. As a result, if the value of the assets securing the notes and the guarantees (taking into account any secured indebtedness with a prior security interest on such assets) is less than the aggregate amount of the claims of the holders of the notes, no assurance can be provided that the holders of the notes would receive any substantial recovery from the excluded assets.

The value of the note holders’ security interest in the collateral may not be sufficient to satisfy all our obligations under the notes.

In the event of a foreclosure on the collateral securing the ABL Facility on a first-priority basis (or a distribution in respect thereof in a bankruptcy or insolvency proceeding), the proceeds from such collateral securing the ABL Facility on which the notes have a second-priority lien may not be sufficient, alone or together with any proceeds from collateral on which the notes have a first-priority lien, to satisfy the notes because such proceeds would, under the intercreditor agreement, first be applied to satisfy our obligations under the ABL Facility and certain hedging and cash management obligations. Only after all of our obligations under the ABL Facility and such other obligations have been satisfied will proceeds from such collateral be applied to satisfy our obligations under the notes. In addition, in the event of a foreclosure on the collateral securing the notes on which the notes have a first priority lien (namely, certain real property, the pledged equity interests in our subsidiaries and the Chiquita and Fresh Express trademarks), the proceeds from such foreclosure may not be sufficient to satisfy, alone or together with any remaining portion of proceeds from collateral on which the notes have a second priority lien, our obligations under the notes. In particular, we have not obtained any valuation for the collateral securing the notes in connection with this offering and any appraisal of the collateral may not reflect the value that would ultimately be realized in a foreclosure.

The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. The value of the assets pledged as collateral for the notes could be impaired in the future as a result of changing economic conditions, competition, trademark infringement by third parties, distressed sale circumstances or other future trends. In addition, to the extent that liens, rights or easements granted to third parties (including tenants) encumber assets or encumber properties owned by us, such third parties have or may exercise rights and remedies with respect to the property or assets subject to such liens that could adversely affect the value of the collateral and the ability of the collateral agent to foreclose on the collateral. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that:

•the collateral will be saleable and (even if saleable, the timing of its liquidation would be uncertain); or

•the proceeds from any sale or liquidation of the collateral on which the notes have a first or second priority lien will be sufficient to pay our obligations under the notes, in full or at all (including, in the case of collateral on which the notes have a second priority lien, after first satisfying our obligations in full under the ABL Facility and certain hedging and cash management obligations).

Although the security documents governing the notes contain a covenant requiring us to take certain steps to perfect liens in after-acquired assets, no assurance can be given that such liens will be perfected on a timely basis. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the notes. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the collateral securing the notes and the obligations under the notes will rank equally in right of payment with all of our (or the applicable guarantor’s) other unsecured unsubordinated indebtedness and other obligations, including trade payables.

With respect to some of the collateral, the collateral agent’s security interest and ability to foreclose will also be limited by the need to meet certain requirements, such as obtaining third-party consents and making additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that any such required consents can be obtained by the completion of this offering on a timely basis or at all. These requirements may limit the number of potential bidders for certain collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. Therefore, the practical value of realizing on the collateral, without the appropriate consents and filings, may be limited.

Claims of creditors of any current or future subsidiaries which do not guarantee the notes will be structurally senior and have priority over holders of the notes with respect to the assets and earnings of such subsidiaries.

All liabilities of any of our current or future subsidiaries that do not guarantee the notes will be effectively senior to the notes to the extent of the value of such non-guarantor subsidiaries. Accordingly, claims of holders of the notes will be structurally subordinate to the claims of creditors of such non-guarantor subsidiaries, including trade creditors. All

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obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon liquidation or otherwise, to us or a guarantor of the notes. For the 9 months ended September 30, 2013, our non-guarantor subsidiaries represented 36% of our consolidated revenues. The relative contribution of our non-guarantor subsidiaries to our consolidated EBITDA varies from period to period and, in any given period, may be significantly greater or smaller than their relative contribution to our consolidated sales, depending on sales price, supply and demand, freight costs, exchange rates and several other factors. As of September 30, 2013, our non-guarantor subsidiaries represented $917 million, or 53%, of our consolidated total assets and had total liabilities (excluding intercompany liabilities) of $336 million all of which was structurally senior to the notes.

Fraudulent conveyance laws may permit courts to void the subsidiary guarantees of the notes in specific circumstances, which would interfere with the payment of the subsidiary guarantees and realization upon collateral owned by the guarantors.

Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, any guarantee made by any of our subsidiaries could be voided, or claims under the guarantee made by any of our subsidiaries could be subordinated to all other obligations of any such subsidiary, if the subsidiary, at the time it incurred the obligations under any guarantee:

•incurred the obligations with the intent to hinder, delay or defraud creditors; or

•received less than reasonably equivalent value in exchange for incurring those obligations; and

(1)was insolvent or rendered insolvent by reason of that incurrence;

(2)was engaged in a business or transaction for which the subsidiary’s remaining assets constituted unreasonably small capital; or

(3)intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

The indenture limits the liability of each guarantor on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the

notes in full when due. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. Further, the value of any collateral pledged by a guarantor that may be realized by the holders of the notes will be limited to the maximum claim such holders have under the guarantee.

A legal challenge to the obligations under any guarantee on fraudulent conveyance grounds could focus on any benefits received in exchange for the incurrence of those obligations. We believe that each of our subsidiaries making a guarantee received reasonably equivalent value for incurring the guarantee, but a court may disagree with our conclusion or elect to apply a different standard in making its determination. A court could thus void the obligations under a guarantee, subordinate it to a guarantor’s other debt or take other action detrimental to the holders of the notes.

The measures of insolvency for purposes of the fraudulent transfer laws vary depending on the law applied in the proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an entity would be considered insolvent if:

•the sum of its debts, including contingent liabilities, is greater than the fair saleable value of all of its assets;

•the present fair saleable value of its assets is less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature; or

•it cannot pay its debts as they become due.

The intercreditor agreement related to the indenture governing the notes may limit the rights of the holders of the notes and their control with respect to the collateral securing the notes.

The rights of the holders of the notes with respect to the collateral securing the new ABL Facility on a first-priority basis may be substantially limited pursuant to the terms of the intercreditor agreement. Under the intercreditor agreement, if amounts or commitments remain outstanding under the new ABL Facility and certain hedging and cash management obligations, actions taken in respect of collateral securing our obligations under the new ABL Facility and such other obligations on a first-priority basis, including the ability to cause the commencement of enforcement proceedings against such collateral and to control the conduct of these proceedings, will be at the sole direction of the

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holders of the obligations secured by the first-priority liens, subject to certain limitations. As a result, the collateral agent, on behalf of the holders of the notes, may not have the ability to control or direct these actions, even if the rights of the holders of the notes are adversely affected. Additionally, the agent for the lenders under the new ABL Facility generally has a right to access and use the collateral securing the notes on a first-priority basis for a period of 180 days (subject to certain extensions) following any foreclosure by the collateral agent on such collateral. See “Description of the Notes—Intercreditor Agreement.”

We may be unable to repurchase the notes upon a change of control as required by the indenture governing the notes.

Upon the occurrence of certain specific kinds of change of control events specified in “Description of the Notes,” we must offer to repurchase all outstanding notes. In such circumstances, we cannot assure you that we would have sufficient funds available to repay all of our senior indebtedness and any other indebtedness that would become payable upon a change of control and to repurchase all of the notes. Our failure to purchase the notes would be a default under the indenture governing the notes, which would in turn trigger a default under the ABL Facility and certain leases.

There may not be an active trading market for the new notes, and their price may be volatile. Holders may be unable to sell their new notes at the price desired or at all.

There is no existing trading market for the new notes. As a result, there can be no assurance that a liquid market will develop or be maintained for the new notes, that holders will be able to sell any of the new notes at a particular time (if at all) or that the prices holders receive if or when they sell the new notes will be above their initial offering price. If the new notes are traded after their initial issuance, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, the price and volatility in the price of our common stock, our performance and other factors. We do not intend to list the new notes on any national securities exchange.

The liquidity of any market for the new notes will depend on a number of factors, including:

•the number of holders of the new notes;

• our operating performance and financial condition;

•the market for similar securities;

•the interest of securities dealers in making a market in the new notes; and

•prevailing interest rates.

An active market for the new notes may not develop and, if it develops, may not continue.

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement relating to the old notes. We will not receive any cash proceeds from the issuance of the new notes. In consideration for issuing the new notes as contemplated in this prospectus, we will receive, in exchange, an equal principal amount of outstanding old notes. The form and terms of the new notes are identical in all material respects to the form and terms of the old notes, except with respect to the transfer restrictions and registration rights and related special interest provisions relating to the old notes. The old notes surrendered in exchange for the new notes will be retired and cannot be reissued.

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RATIO OF EARNINGS TO FIXED CHARGES

	Nine Months Ended
	September 30	Year Ended December 31,
	2013	2012	2011	2010	2009	2008
Ratio of Earnings to Fixed Charges (a)	1.24x	(b)	(b)	1.63x	1.71x	(b)

(a) Earnings is the amount resulting from adding and subtracting the following items. Add the following: (i) pre-tax income from continuing operations before adjustment for income or loss from equity investees; and (ii) fixed charges. From the total of the added items, subtract the following: (i) interest capitalized; and (ii) undistributed income (loss) of equity investees. Total fixed charges is the sum of interest expense, capitalized interest and the estimated interest component of rental expense.

(b) For these periods, earnings were inadequate to cover fixed charges. The amount of the coverage deficiencies were: $265 million for the year ended December 31, 2012; $19 million for the year ended December 31, 2011; and $342 million for the year ended December 31, 2008.

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SELECTED CONSOLIDATED FINANCIAL DATA

This information is only a summary. You should read the data set forth in the table below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2012 and our Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 2013, which are incorporated by reference in this prospectus, and our audited consolidated financial statements and the accompanying notes and our unaudited consolidated financial statements and the accompanying notes, which are incorporated by reference in this prospectus.

The selected consolidated data set forth below is derived from our audited consolidated financial statements for the periods indicated, except that the selected condensed consolidated financial data for the nine months ended September 30, 2013 and 2012 is derived from our unaudited condensed consolidated financial statements for those periods. In the opinion of management, all necessary adjustments (which include only normal recurring adjustments) for a fair statement of the results of the interim periods shown have been made. The results for the nine months ended September 30, 2013 and 2012 and any other interim results are subject to significant seasonal variations and are not necessarily indicative of results to be expected for the full year.

	Year Ended December 31,														Nine Months Ended September 30,
(Dollars in millions, except per share amounts)	2012			2011		2010			2009			2008			2013		2012
FINANCIAL CONDITION
Working capital	$	200		$	321	$	397		$	355		$	321		$	273	$	261
Capital expenditures	53			76		66			68			63			36		36
Total assets	1,698			1,938		2,067			2,045			1,988			1,723		1,927
Capitalization:
Short-term debt	65			17		20			18			10			2		41
Long-term debt	541			556		614			638			687			620		546
Shareholders' equity	370			800		740			660			524			394		715
OPERATIONS
Net Sales	$	3,078		$	3,139	$	3,227		$	3,470		$	3,609		$	2,309	$	2,341
Operating income (loss)(1)	(254		)	34		108			147			(281		)	67		(49		)
Income (loss) from continuing operations(1)	(403		)	57		61			91			(330		)	16		(72		)
(Loss) income from discontinued operations, net of income tax	(2		)	—		(3		)	(1		)	1			—		—
Net income (loss)(1)	(405		)	57		57			90			(329		)	16		(72		)
SHARE DATA
Shares used to calculate net income (loss) per common share - diluted	46.1			46.3		45.9			45.2			43.7			47.4		46.0
Net income (loss) per common share - diluted:
Continuing operations	$	(8.75	)	$	1.23	$	1.32		$	2.02		$	(7.54	)	$	0.33	$	(1.57	)
Discontinued operations	(0.04		)	—		(0.07		)	(0.02		)	0.03			—		—
	$	(8.79	)	$	1.23	$	1.25		$	2.00		$	(7.51	)	$	0.33	$	(1.57	)
Dividends declared per common share	—			—		—			—			—			—		—

⁽¹⁾ 2012 includes $180 million ($171 million after-tax) of goodwill and trademark impairment in the Salads and Healthy Snacks segment. Also, 2008 includes $375 million ($374 million after-tax) of goodwill impairment charge in the Salads and Healthy Snacks segment. 2012 includes $130 million of income tax expense related to establishing a valuation allowance for U.S. deferred tax assets. 2011 includes an $87 million income tax benefit for releasing valuation allowances for U.S. deferred tax assets.

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DESCRIPTION OF OTHER INDEBTEDNESS

See Note 6 – Debt including Capital Lease Obligations to our Condensed Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” – “Liquidity and Capital Resources” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 for information regarding our indebtedness other than the notes.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

When we sold the old notes on February 5, 2013, we and the guarantors entered into a registration rights agreement with the placement agents of those old notes. Under the registration rights agreement, we agreed to file a registration statement regarding the exchange of the old notes for bonds of the same series that are registered under the Securities Act. We also agreed to use our reasonable best efforts to cause the registration statement to become effective with the SEC and to conduct this exchange offer after the registration statement is declared effective on or before 365 days after the closing of the original offering. The registration rights agreement provides that we will be required to pay additional cash interest (“additional interest”) to the holders of the old notes if the exchange offer is not consummated, or if applicable, a shelf registration statement providing for the registered sale of the old notes is not declared effective on or prior to 120 days after any obligation to file a shelf registration statement arises. The additional interest would be 0.25% per annum for the first 90-day period after the exchange or registration deadline, and an additional 0.25% per annum at the end of each subsequent 90-day period, up to a maximum of 1.0%.

The exchange offer is not being made to holders of old notes in any jurisdiction in which the exchange would not comply with the securities or blue sky laws of such jurisdiction. A copy of the registration rights agreement is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

Terms of the Exchange Offer

Subject to the terms and the satisfaction or waiver of the conditions detailed in this prospectus, we will accept for exchange old notes which are properly tendered on or prior to the expiration date and not withdrawn as permitted below. As used herein, the term “expiration date” means 5:00 p.m., New York City time, on [                   ] , 2014. We may, however, in our sole discretion, extend the period of time during which the exchange offer is open. The term “expiration date” means the latest time and date to which the exchange offer is extended.

As of the date of this prospectus, $425.0 million aggregate principal amount of old notes are outstanding. This prospectus is first being sent on or about the date hereof, to all holders of old notes known to us.

We expressly reserve the right, at any time prior to the expiration of the exchange offer, to extend the period of time during which the exchange offer is open, and delay acceptance for exchange of any old notes, by giving oral or written notice of such extension to holders as described below. During any such extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer.

Old notes tendered in the exchange offer must be in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes, upon the occurrence of any of the conditions of the exchange offer specified under “—Conditions to the Exchange Offer.” We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. Such notice, in the case of any extension, will be issued by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

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Procedures for Tendering Old Notes

You may only tender your old notes by book-entry transfer of the old notes into the exchange agent’s account at DTC. The tender to us of old notes by you, as set forth below, and our acceptance of the old notes will constitute a binding agreement between us and you, upon the terms and subject to the conditions set forth in this prospectus. Except as set forth below, to tender old notes for exchange pursuant to the exchange offer, you must transmit, on or prior to the expiration date, an agent’s message to Wells Fargo Bank, National Association, as exchange agent, at the address listed below under the heading “—Exchange Agent.” In addition, the exchange agent must receive, on or prior to the expiration date, a timely confirmation of book-entry transfer (a “book-entry confirmation”) of the old notes into the exchange agent’s account at DTC.

The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer.

If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the old notes by causing DTC to transfer the old notes into the exchange agent’s account.

We or the exchange agent, in our sole discretion, will make a final and binding determination on all questions as to the validity, form, eligibility (including time of receipt) and acceptance of old notes tendered for exchange. We reserve the absolute right to reject any and all tenders not properly tendered and to not accept any tender if the acceptance might, in our judgment or our counsel’s, be unlawful. Our or the exchange agent’s interpretation of the term and conditions of the exchange offer as to any particular tender either before or after the expiration date will be final and binding on all parties. We are not, nor is the exchange agent or any other person, under any duty to notify you of any defect or irregularity with respect to your tender of old notes for exchange, and no one will be liable for failing to provide such notification.

By tendering old notes, you represent to us that: (i) you are not our affiliate, (ii) you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new notes to be issued in the exchange offer, (iii) you are acquiring the new notes in your ordinary course of business and (iv) if you are a broker-dealer, you will receive the new notes for your own account in exchange for old notes that were acquired by you as a result of your market-making or other trading activities and you will deliver a prospectus in connection with any resale of the new notes you receive. For further information regarding resales of the new notes by participating broker-dealers, see the discussion under the caption “Plan of Distribution.”

If any holder or other person is an “affiliate” of ours, as defined under Rule 405 of the Securities Act, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes, that holder or other person cannot rely on the applicable interpretations of the staff of the SEC, may not tender its old notes in the exchange offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

See “Plan of Distribution.” Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by it as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of its old notes directly from us:

• may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

• must also be named as a selling bondholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

By delivering an agent’s message, a beneficial owner (whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee) or holder will be deemed to have irrevocably appointed the exchange agent as its agent and attorney-in-fact (with full knowledge that the exchange agent is also acting as an agent

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for us in connection with the exchange offer) with respect to the old notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with in interest subject only to the right of withdrawal described in this prospectus), to receive for our account all benefits and otherwise exercise all rights of beneficial ownership of such old notes, in accordance with the terms and conditions of the exchange offer.

Each beneficial owner or holder will also be deemed to have represented and warranted to us that it has authority to tender, exchange, sell, assign and transfer the old notes it tenders and that, when the same are accepted for exchange, we will acquire good, marketable and unencumbered title to such old notes, free and clear of all liens, restrictions, charges and encumbrances, and that the old notes tendered are not subject to any adverse claims or proxies. Each beneficial owner and holder, by tendering its old notes, also agrees that it will comply with its obligations under the registration rights agreement.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the new notes promptly after acceptance of the old notes. See “—Conditions to the Exchange Offer.” For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange if and when we give oral (confirmed in writing) or written notice to the exchange agent.

The holder of each old note accepted for exchange will receive a new note in the amount equal to the surrendered old note. Holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes. Holders of new notes will not receive any payment in respect of accrued interest on old notes otherwise payable on any interest payment date, the record date for which occurs on or after the consummation of the exchange offer.

In all cases, issuance of new notes for old notes that are accepted for exchange will be made only after timely receipt by the exchange agent of an agent’s message and a timely confirmation of book-entry transfer of the old notes into the exchange agent’s account at DTC.

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged old notes will be returned without expense to an account maintained with DTC promptly after the expiration or termination of the exchange offer.

Book-Entry Transfers

The exchange agent will make a request to establish an account for the old notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer. This participant should transmit its acceptance to DTC on or prior to the expiration date. DTC will verify this acceptance, execute a book-entry transfer of the tendered old notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The transmission of the old notes and agent’s message to DTC and delivery by DTC to and receipt by the exchange agent of the related agent’s message will be deemed to be a valid tender.

Withdrawal Rights

For a withdrawal of a tender of old notes to be effective, the exchange agent must receive a valid withdrawal request through the Automated Tender Offer Program system from the tendering DTC participant before the expiration date. Any such request for withdrawal must include the VOI number of the tender to be withdrawn and the name of the ultimate beneficial owner of the related old notes in order that such bonds may be withdrawn. Properly withdrawn old notes may be re-tendered by following the procedures described under “—Procedures for Tendering Old Notes” above at any time on or before 5:00 p.m., New York City time, on the expiration date.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange. No new notes will be issued unless the old notes so withdrawn are validly re-tendered.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer, if prior to the expiration date, the exchange offer violates any applicable law or applicable interpretation of the staff of the SEC.

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The foregoing condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time in our reasonable discretion, except that we will not waive the condition with respect to an individual holder unless we waive such condition with respect to all holders. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, and each such right will be deemed an ongoing right which may be asserted at any time and from time to time prior to the expiration of the exchange offer. The condition to the exchange offer must be satisfied or waived by us prior to the expiration of the exchange offer.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at such time any stop order is threatened or in effect with respect to the Registration Statement, of which this prospectus constitutes a part, or the qualification of the indenture under the Trust Indenture Act.

Exchange Agent

We have appointed Wells Fargo Bank, National Association as the exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of other documents should be directed to the exchange agent addressed as follows:

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wells Fargo Bank, N.A.	Wells Fargo Bank , N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Operations
MAC N9303-121	MAC N9303-121	Northstar East Building - 12th Floor
P.O. Box 1517	6th St & Marquette Avenue	608 Second Avenue South
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402

For Information or Confirm by Telephone Call:

(800) 344-5128

For Facsimile Transmission

(for Eligible Institutions only):

(612) 667-6282

Fees and Expenses

The principal solicitation is being made by mail by Wells Fargo Bank, National Association, as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provision of these services and pay other registration expenses, including registration and filing fees, fees and expenses of compliance with federal securities and state blue sky securities laws, printing expenses, messenger and delivery services and telephone, fees and disbursements to our counsel, application and filing fees and any fees and disbursement to our independent certified public accountants. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Additional solicitation may be made by telephone, facsimile or in person by our and our affiliates’ officers and regular employees and by persons so engaged by the exchange agent.

Accounting Treatment

We will record the new notes at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the new notes.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with the tender of old notes in the exchange offer unless you instruct us to register new notes in the name of, or request that old notes not accepted in the exchange offer be returned to, a person other than the registered tendering holder. In those cases, you will be responsible for the payment of any applicable transfer tax.

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Consequences of Exchanging or Failing to Exchange Old Notes

The information below concerning specific interpretations of and positions taken by the staff of the SEC is not intended to constitute legal advice, and prospective purchasers should consult their own legal advisors with respect to those matters.

If you do not exchange your old notes for new notes in the exchange offer, your old notes will continue to be subject to the provisions of the indenture regarding transfer and exchange of the old notes and the restrictions on transfer of the old notes imposed by the Securities Act and state securities laws. These transfer restrictions are required because the old notes were issued under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the old notes may not be offered or sold unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act.

Based on interpretations by the staff of the SEC, as detailed in a series of no-action letters issued to third parties, we believe that the new notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:

• you are acquiring the new notes in the ordinary course of your business;

• you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate, in a distribution of the new notes; and

• you are not an affiliate of ours.

If you are an affiliate of ours, are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the new notes:

• you cannot rely on the applicable interpretations of the staff of the SEC;

• you will not be entitled to participate in the exchange offer; and

• you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

We do not intend to seek our own interpretation regarding the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the new notes as it has in other interpretations to third parties.

Each holder of old notes who wishes to exchange such old notes for the related new notes in the exchange offer represents that:

• it is not our affiliate;

• it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the new notes to be issued in the exchange offer;

• it is acquiring the new notes in its ordinary course of business; and

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• if it is a broker-dealer, it will receive the new notes for its own account in exchange for old notes that were acquired by it as a result of its market-making or other trading activities and that it will deliver a prospectus in connection with any resale of the new notes it receives. For further information regarding resales of the new notes by participating broker-dealers, see the discussion under the caption “Plan of Distribution.”

As discussed above, in connection with resales of new notes, any participating broker-dealer must deliver a prospectus meeting the requirements of the Securities Act. The staff of the SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes, other than a resale of an unsold allotment from the original sale of the old notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we have agreed, for a period of 180 days following the consummation of the exchange offer, to make available a prospectus meeting the requirements of the Securities Act to any participating broker-dealer for use in connection with any resale of any new notes acquired in the exchange offer.

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DESCRIPTION OF THE NEW NOTES

The following description is a summary of the material provisions of the particular terms of the notes offered by this registration statement. We will issue the notes pursuant to an indenture, dated as of February 5, 2013 (the “Indenture”), among us, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The summaries of certain provisions of the Indenture, the Intercreditor Agreement and the Security Documents described below are not complete and are qualified in their entirety by reference to all the provisions of the Indenture, the Intercreditor Agreement and the Security Documents, respectively. We urge you to read the Indenture, the Intercreditor Agreement and the Security Documents because they define your rights. Copies of the Indenture, the Intercreditor Agreement and the Security Documents will be made available to prospective purchasers of the notes upon request to us as set forth under “Where You Can Find More Information.” For definitions of certain capitalized terms used in the following summary, see “—Definitions.” For purposes of this “Description of the Notes,” references to the “Company” refer only to Chiquita Brands International, Inc. and not to any of its subsidiaries; references to “Chiquita” refer only to Chiquita Brands L.L.C., a wholly owned subsidiary of the Company, and not to any of its subsidiaries; references to the “Issuers,” “we,” “our,” and “us” refer only to the Company and Chiquita and not to any of their consolidated subsidiaries. When we use the term "notes" in this description, the term includes the old notes and the new notes.

New Notes versus Old Notes

The terms of the new notes are substantially identical to those of the outstanding old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.

General

The new notes will be secured, unsubordinated obligations of the Issuers, initially limited to $425 million aggregate principal amount. The notes will mature on    February 1, 2021. The notes will be issued only in
minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. Subject to the covenants described below under “—Covenants” and applicable law, the Issuers may issue additional notes (“Additional Notes”) under the Indenture. The notes offered hereby and any Additional Notes would be treated as a single class for all purposes under the Indenture, although they may have different CUSIP numbers.

Each note will initially bear interest at % per annum from February 5, 2013 or from the most recent interest payment date to which interest has been paid. Interest on the notes will be payable semiannually in arrears on and of each year, commencing, 2013. Interest will be paid to Holders of record at the close of business on the and immediately preceding the Interest Payment Date. Interest is computed on the basis of a 360-day year of twelve 30-day months. Additional interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement. See below under “—Registration Rights.”

Optional Redemption

The Issuers may redeem the notes at any time, and from time to time, on or after February 1, 2016.

The redemption price for the notes (expressed as a percentage of principal amount), will be as follows, plus accrued and unpaid interest to, but not including, the redemption date:

If Redeemed During the 12-month period commencing February 1,	Redemption Price
2016	105.906%
2017	103.938%
2018	101.969%
2019 and thereafter	100.000	%

In addition, at any time prior to February 1, 2016 the Issuers may redeem on one or more occasions up to 35% of the aggregate principal amount of the notes originally issued (calculated after giving effect to the issuance of any Additional Notes) with the Net Cash Proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of the Company at a redemption price of % of their principal amount, plus accrued interest to, but not including, the redemption date; provided that at least 65% of the aggregate principal amount of notes originally issued (calculated after

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giving effect to the issuance of any Additional Notes) remains outstanding after each such redemption and notice of any such redemption is mailed within 180 days of each such sale of Equity Interests. Notice of any redemption upon any equity offering may be given prior to the completion thereof, and any such redemption notice may, at the Issuers’ discretion, be conditioned on the completion of such equity offering.

At any time during any 12 consecutive month period ending on the day immediately preceding the first, second or third anniversary of the date of the Indenture, the Issuers, at their option, may redeem a portion of the notes at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest to (but not including) the redemption date; provided, that the maximum aggregate principal amount of the notes that may be redeemed during any such 12 consecutive month period shall not exceed 10% of the aggregate principal amount of the notes originally issued under the Indenture (calculated after giving effect to the issuance of any Additional Notes).

At any time on or prior to February 1, 2016 the notes may also be redeemed, in whole or in part, on one or more occasions at the option of the Issuers, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the redemption date.

“Applicable Premium” means, with respect to any note on any redemption date, the excess of (A) the present value at such redemption date of (1) the redemption price of such note at    , 2016 (such redemption price being set forth in the table above) plus (2) all required interest payments due on such note through    February 1, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate on such redemption date plus 50 basis points over (B) the principal amount of such note.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 1, 2016; provided, however, that if the period from the redemption date to February 1, 2016 is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such date of redemption to February 1, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Notice of Redemption

The Issuers will give not less than 30 days’ nor more than 60 days’ notice of any redemption. If less than all of the notes are to be redeemed, selection of the notes for redemption will be made by the Trustee:

•in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed, or,

•if the notes are not listed on a national securities exchange, pro rata, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate in accordance with DTC procedures.

However, no note of $2,000 in principal amount or less shall be redeemed in part. If any note is to be redeemed in part only, the notice of redemption relating to such note will state the portion of the principal amount to be redeemed. A new note in principal amount equal to the unredeemed portion will be issued upon cancellation of the original note.

Any notice of redemption may, at the discretion of the Issuers, be subject to one or more conditions precedent, including any sale of Equity Interests.

The Issuers may acquire notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase or otherwise.

Ranking

The notes and the Subsidiary Guarantees will be the senior secured obligations of the Issuers and the Guarantors and will:

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•rank pari passu in right of payment with all existing and future senior Indebtedness of the Issuers and the Guarantors;

•rank senior in right of payment to all existing and future subordinated Indebtedness of the Issuers and the Guarantors;

•rank effectively senior to any unsecured Indebtedness of the Issuers and the Guarantors or any secured Indebtedness of the Issuers and the Guarantors with a lien junior to the lien on the Collateral (as defined below under “—Security”) securing the notes and the Subsidiary Guarantees, to the extent of the value of the Collateral;

•rank pari passu in priority as to the Collateral with any other Indebtedness that is secured on an equal and ratable basis by the Collateral to the extent of the Collateral; the Indenture will permit additional indebtedness to be secured on the Collateral equally and ratably with the notes, subject to limitations;

•rank effectively junior to any secured Indebtedness of the Issuers and the Guarantors which is either secured by assets that are not Collateral or which is secured by a senior lien on the Collateral, including Indebtedness under the Credit Agreement with respect to the ABL Priority Collateral, in each case, to the extent of the value of the assets securing such Indebtedness; and

•be “structurally subordinated” to all existing and future Indebtedness and other liabilities of any Subsidiary of an Issuer that is not a Guarantor.

For the 9 months ended September 30, 2013, the Subsidiaries of the Company that do not provide Subsidiary Guarantees represented 36% of the consolidated revenues the Company and its Subsidiaries. As of September 30, 2013, the Subsidiaries of the Company that do not provide Subsidiary Guarantees represented $917 million, or 53%, of the consolidated total assets of the Company and its Subsidiaries and had total liabilities (excluding intercompany liabilities) of $336 million, all of which rank structurally senior to the notes and the Subsidiary Guarantees. The relative contribution of our non-guarantor subsidiaries to our consolidated EBITDA varies from period to period and, in any given period, may be significantly greater or smaller than their relative contribution to our consolidated sales, depending on sales price, supply and demand, freight costs, exchange rates and several other factors.

Guarantees

Payment of the notes are guaranteed by the Guarantors, jointly and severally and unconditionally, on a senior secured basis, subject to Permitted Liens. Each of the Company’s Restricted Subsidiaries (other than Excluded Subsidiaries) provide a Subsidiary Guarantee of the notes, except for de minimis subsidiaries. Following the date of issuance of the notes, additional Restricted Subsidiaries of the Company will be required to become Guarantors to the extent set forth under “—Covenants—Additional Guarantees.”

If the Issuers default in the payment of the principal of, premium, if any, or interest on the notes, each of the Guarantors will be jointly and severally obligated to pay the principal of, premium, if any, and interest on the notes.

The obligations of each Guarantor under its Subsidiary Guarantee will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law.

In certain circumstances a Subsidiary Guarantee of a Guarantor may be released, without consent of the Holders, pursuant to the provisions of the third paragraph under “—Covenants—Additional Guarantees.” Upon any release of a Guarantor from its Subsidiary Guarantee, such Guarantor shall also be automatically and unconditionally released from its obligations under the Security Documents. The Issuers also may, at any time at their option, cause any Restricted Subsidiary to become a Guarantor.

Security

The obligations of the Issuers with respect to the notes, the obligations of the Guarantors under the Subsidiary Guarantees, and the performance of all other obligations of the Issuers and the Guarantors under the Senior Secured Note Documents are secured equally and ratably (together with any other Permitted Additional Pari Passu Obligations) by (i) second-priority security interests, subject to certain Permitted Liens, in the ABL Priority Collateral (other than Excluded

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Assets) and (ii) first-priority security interests, subject to certain Permitted Liens, in the following assets of the Issuers and the Guarantors, in each case whether now owned or hereafter acquired (other than Excluded Assets) (the “Notes Priority Collateral” and, together with the ABL Priority Collateral, the “Collateral”):

•all the capital stock held by the Issuers and the Guarantors (which, in the case of any Equity Interests in any Foreign Subsidiary, will be limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such Foreign Subsidiary);

•the Company’s real property currently owned or acquired after February 5, 2013 (the “Closing Date”) by the Issuers or any Guarantor in fee simple with an individual Fair Market Value (measured as of the Closing Date or at the time of acquisition thereof) in excess of $2.0 million (but including the leasehold interest in the Carrollton, Georgia, facility, and except to the extent subject to a Lien permitted by clause (2) (to the extent disclosed in the title report provided to the Initial Purchasers prior to the date of this offering memorandum), (3), (4), (6) or (24) (as it relates to any of the foregoing) of the definition of “Permitted Liens” to the extent the documentation relating to such Lien prohibits the granting of a Lien thereon to secure the Indenture Obligations and any Permitted Additional Pari Passu Obligations, excluding the Designated Tangible ABL Priority Collateral);

•trademarks and copyrights, excluding intellectual property licenses entered into with customers in the ordinary course of business in connection with the sale of inventory to such customers;

•the Collateral Account and all monies and funds therein (excluding monies and funds constituting proceeds of ABL Priority Collateral) and all Trust Monies constituting proceeds of Notes Priority Collateral; and

•general intangibles, instruments, books and records and supporting obligations related to the foregoing and proceeds of the foregoing (in each case, except to the extent constituting ABL Priority Collateral).

“Designated Tangible ABL Priority Collateral” shall mean any goods, including without limitation conveyor systems, storage tanks and other goods used or for use in the manufacturing, processing, storage, transporting or distribution operations or business of an Issuer or a Guarantor, regardless of whether such goods are or become fixtures to any real property, excluding, however, heating, ventilation, air conditioning, plumbing and other like fixtures integral to the operation and physical integrity of any real property.

“Excluded Assets” will include, among other things, the following assets of the Issuers and the Guarantors:

(i)assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of UCC financing statements in the jurisdictions of organization of the Issuers and the Guarantors;

(ii)assets subject to Liens pursuant to clause (2), (3), (4), (6) or (24) (as it relates to any of the foregoing) of the definition of “Permitted Liens” to the extent the documentation relating to such Liens prohibit such assets from being Collateral and only for so long as such Liens remain outstanding;

(iii)(x) the voting capital stock of Foreign Subsidiaries in excess of 65% of the voting rights of all such capital stock in each such Foreign Subsidiary and (y) any capital stock of a Person that is not a Subsidiary of an Issuer to the extent that a pledge of such capital stock is prohibited by such Person’s organizational documents or any shareholders agreement or joint venture agreement relating to such capital stock;

(iv)any owned real property with an individual Fair Market Value (measured at the Closing Date, if owned on the Closing Date, or at the time of acquisition thereof, if acquired after the Closing Date) not in excess of $2.0 million, and all of the Issuers’ and the Guarantors’ right, title and interest in any leasehold or other non-fee simple interest in any real property, other than the leasehold interest in the Carrollton, Georgia, facility, which shall not be excluded (whether owned on the Closing Date or acquired following the Closing Date);

(v)aircraft, motor vehicles and other assets subject to certificates of title to the extent that a Lien therein cannot be perfected by the filing of UCC financing statements in the jurisdictions of organization of the Issuers and the Guarantors;

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(vi)any property to the extent that the grant of a security interest therein would violate applicable law, require a consent not obtained of any governmental authority, or constitute a breach of or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing or giving rise to such property, or result in the invalidation thereof or provide any party thereto with a right of termination;

(vii)any capital stock or other securities of any Subsidiary of the Company in excess of the maximum amount of such capital stock or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by the Company with the SEC;

(viii)(a) deposit accounts the balance of which consists exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans, and

(b) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts;

(ix)any United States intent-to-use trademark applications if the grant of a security interest therein would result in the invalidation of the grantor’s interest therein; and

(x)proceeds and products of any and all of the foregoing excluded assets described in clauses (i) through (ix) above only to the extent such proceeds and products would constitute property or assets of the type described in clauses (i) through (ix) above.

For the avoidance of doubt, no assets of any Subsidiary of the Company that is not an Issuer or a Guarantor (including any capital stock owned by any such Subsidiary) shall constitute Collateral.

The Collateral will be pledged pursuant to a security agreement, dated as of the Closing Date, among the Issuers, the Guarantors and the Collateral Agent (as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms, the “Security Agreement”), and one or more mortgages, deeds of trust or deeds to secure Indebtedness (the “Mortgages”) or other grants or transfers for security executed and delivered by the Issuers or the applicable Guarantor to the Collateral Agent for the benefit of the Collateral Agent, the Trustee, the Holders and the holders of any Permitted Additional Pari Passu Obligations.

So long as no Event of Default and no event of default with respect to any Permitted Additional Pari Passu Obligations has occurred and is continuing, and subject to certain terms and conditions, the Issuers and the Guarantors are entitled to exercise any voting and other consensual rights pertaining to all capital stock pledged pursuant to the Security Agreement and to remain in possession and retain exclusive control over the Collateral (other than as set forth in the Security Documents), to operate the Collateral, to alter or repair the Collateral and to collect, invest and dispose of any income thereon. Upon the occurrence of an Event of Default and any event of default with respect to any Permitted Additional Pari Passu Obligations and to the extent permitted by law and following notice by the Collateral Agent to the Issuers and the Guarantors:

(1)all of the rights of the Issuers and the Guarantors to exercise voting or other consensual rights with respect to all capital stock included in the Collateral shall cease, and all such rights shall become vested, subject to the terms of the Security Agreement and the Intercreditor Agreement, in the Collateral Agent, which, to the extent permitted by law, shall have the sole right to exercise such voting and other consensual rights; and

(2)the Collateral Agent may, subject to the terms of the Intercreditor Agreement, take possession of and sell the Collateral or any part thereof in accordance with the terms of the Security Documents.

Upon the occurrence and during the continuance of an Event of Default or an event of default under any Permitted Additional Pari Passu Obligations, the Collateral Agent will be permitted, subject to applicable law and the terms of the Intercreditor Agreement, to exercise remedies and sell the Collateral under the Security Documents only at the direction of the holders of a majority of the notes and any Permitted Additional Pari Passu Obligations voting as a single class.

The security interest of the Collateral Agent in certain of the Collateral will not be in place on the Closing Date. Although the Indenture will require the Issuers and the Guarantors to use commercially reasonable efforts to grant a perfected security interest to the Collateral Agent in such Collateral promptly following the Closing Date and to take

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certain actions in order to perfect, and in certain cases protect the perfection priority of, such security interest, no assurance can be given that such security interest will be granted, and if granted, perfected on a timely basis. In addition, the Indenture and the Security Documents will generally not require the Issuers and the Guarantors to take certain actions to perfect the liens of the Collateral Agent in certain types of Collateral, including not entering into control agreements and not identifying commercial tort claims below certain thresholds. As a result, the Note Liens may not attach or be perfected in certain of the Collateral, which could adversely affect the rights of the holders with respect to such Collateral. The initial mortgages to secure the Company’s real property will not be in place prior to the Closing Date and the Company has agreed that it will take all actions necessary to perfect Liens on such real property no later than 120 days after the Closing Date.

Intercreditor Agreement

The Collateral Agent (in its capacity as Trustee and Collateral Agent), on behalf of the Holders and the holders of any Permitted Additional Pari Passu Obligations, the ABL Facility Collateral Agent, on behalf of the holders of the ABL Obligations, the Issuers and the Guarantors, are parties to an intercreditor agreement (the “Intercreditor Agreement”), dated as of the Closing Date, that sets forth the relative priority of the ABL Liens and the Note Liens, as well as certain other rights, priorities and interests of the Holders and holders of any Permitted Additional Pari Passu Obligations and the holders of the ABL Obligations. The Intercreditor Agreement provides, among other things:

Lien Priority and Similar Liens. Notwithstanding the time, order or method of creation or perfection or enforceability or validity of any ABL Obligations, ABL Liens, obligations under the notes or any Permitted Additional Pari Passu Obligations or the Note Liens, (i) the ABL Liens on the ABL Priority Collateral will rank senior to any Note Liens on the ABL Priority Collateral and (ii) the Note Liens on the Notes Priority Collateral will rank senior to any ABL Liens on the Notes Priority Collateral. Except (a) as specified in clause (vii) of the definition of “Excluded Assets”, (b) with respect to the collateral described in clause (iii) of the definition of “Excluded Assets” which secures ABL Obligations of a Foreign Subsidiary, (c) with respect to certain equipment subject to certificates of title described in clause (v) of Excluded Assets that may secure ABL Obligations and not the Notes Obligations, and (d) to the extent Subsidiary Guarantees or Liens on Notes Priority Collateral may be released as described under “Suspension of Covenants” below and the relevant Guarantors or assets are not released from their guarantees of the ABL Obligations or the relevant ABL Liens), the collateral of the Issuers and the Guarantors for the ABL Obligations and the notes and any Permitted Additional Pari Passu Obligations will at all times be substantially the same.

Prohibition on Contesting Liens and Obligations. No Holder or holder of any Permitted Additional Pari Passu Obligations may contest the validity or enforceability of the ABL Liens or the ABL Obligations, and no holder of any ABL Obligations may contest the validity or enforceability of the note Liens, the notes or any Permitted Additional Pari Passu Obligations.

Exercise of Remedies and Release of Liens. For a period of 180 days (subject to extension for any period during which the ABL Facility Collateral Agent is diligently pursuing remedies against the ABL Priority Collateral or is prohibited by applicable law from pursuing such remedies) commencing on the later of (x) the acceleration of obligations under the notes or any applicable Permitted Additional Pari Passu Obligations and (y) the ABL Facility Collateral Agent receiving notice of acceleration from the Collateral Agent, the ABL Facility Collateral Agent will have the sole power to exercise remedies against the ABL Priority Collateral (subject to the right of the Collateral Agent and the Holders and holders of Permitted Additional Pari PassuObligations to take limited protective measures with respect to the Note Liens and to take certain actions that would be permitted to be taken by unsecured creditors) and to foreclose upon and dispose of the ABL Priority Collateral. For a period of 180 days (subject to extension for any period during which the Collateral Agent is diligently pursuing remedies against the Notes Priority Collateral or is prohibited by applicable law from pursuing such remedies) commencing on the later of (x) the acceleration of the ABL Obligations and (y) the Collateral Agent receiving notice of acceleration from the ABL Facility Collateral Agent, the Collateral Agent will have the sole power to exercise remedies against the Notes Priority Collateral (subject to the right of the ABL Facility Collateral Agent and the holders of ABL Obligations to take limited protective measures and certain actions permitted to be taken by unsecured creditors) and to foreclose upon and dispose of the Notes Priority Collateral. Upon (x) any disposition of any ABL Priority Collateral in connection with any enforcement action or, following an event of default under the ABL Obligations, certain other sales consented to by the ABL Facility Collateral Agent including in connection with “going out of business” sales or (y) any disposition of ABL Priority Collateral permitted by the documents governing the ABL Obligations, the Indenture, any agreement governing Permitted Additional Pari Passu Obligations and the Security Documents, in each case, which results in the release of the ABL Lien on such item of ABL Priority Collateral, the Note Lien on such item of ABL Priority Collateral will be automatically released. Upon (x) any

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disposition of any Notes Priority Collateral in connection with any enforcement action or (y) any disposition of Notes Priority Collateral permitted by the documents governing the ABL Obligations, the Indenture, any agreement governing Permitted Additional Pari Passu Obligations and the Security Documents, in each case, which results in the release of the Note Lien on such item of Notes Priority Collateral, the ABL Lien on such item of Notes Priority Collateral will be automatically released.

ABL Facility Collateral Agent’s Access and Use Rights; License of Intellectual Property. The Collateral Agent will permit the ABL Facility Collateral Agent to have access to and use of certain items of Notes Priority Collateral prior to, and for a period of up to 180 days (subject to extension during periods when the ABL Facility Collateral Agent is prohibited by law from exercising such rights) following, the foreclosure upon or taking possession of such item of Notes Priority Collateral by the Collateral Agent in order to facilitate the ABL Facility Collateral Agent’s exercise of remedies with respect to the ABL Priority Collateral. The Collateral Agent will grant the ABL Facility Collateral Agent an nonexclusive right to use, license and/or sublicense any Notes Priority Collateral consisting of intellectual property solely for the purposes of enabling the ABL Facility Collateral Agent to sell, advertise, market or otherwise dispose of the ABL Priority Collateral, and such grant will continue until all ABL Priority Collateral has been sold, transferred or otherwise disposed. With respect to collateral consisting of Designated Tangible ABL Collateral which has become a fixture to real property that is part of the Notes Priority Collateral, following the access period described in the first sentence of this paragraph, the Collateral Agent will be permitted to sell such Designated Tangible ABL Collateral as part of a larger sale of real property collateral so long as the ABL Facility Collateral Agent shall have received 30 days advance notice of such sale, during which notice period it may remove such Designated Tangible ABL Collateral prior to such sale. The distribution of proceeds from such a sale shall be made in accordance with the terms of the section “Allocation of Certain Proceeds” below.

Tracing of Collateral and Treatment of Cash. Prior to the issuance of a notice of default by the ABL Facility Collateral Agent or the Collateral Agent or an insolvency or liquidation proceeding, whether any asset was acquired with “proceeds” (within the meaning of the UCC) of ABL Priority Collateral or Notes Priority Collateral will be disregarded for purposes of determining whether such asset constitutes ABL Priority Collateral or Notes Priority Collateral. All money, cash, checks, other negotiable instruments, funds and other evidence of payments deposited in or credit to any Deposit Account (other than the Collateral Account), excluding any of the foregoing constituting Trust Monies that are identifiable proceeds of Notes Priority Collateral deposited in or credited to any Deposit Account after written notice is received by the ABL Facility Collateral Agent from the Collateral Agent identifying such proceeds of Notes Priority Collateral, shall be ABL Priority Collateral and may be applied to the ABL Obligations and shall not be deemed to be held in trust for the Holders or subject to disgorgement.

Application of Proceeds and Turn-Over Provisions. In connection with any enforcement action with respect to the Collateral or any insolvency or liquidation proceeding, all proceeds of (x) ABL Priority Collateral will first be applied to the repayment of all ABL Obligations before being applied to any obligations under the notes or any Permitted Additional Pari Passu Obligations and (y) Notes Priority Collateral will first be applied to the repayment of all obligations under the notes and any Permitted Additional Pari Passu Obligations before being applied to any ABL Obligations. Subject to the terms of the Intercreditor Agreement, certain payments and prepayments of the notes and Permitted Additional Pari Passu Obligations may not be made until the Discharge of ABL Obligations. If any Holder, holder of any Permitted Additional Pari Passu Obligation or ABL Obligation receives any proceeds of Collateral or payments in contravention of the foregoing, such proceeds or payments will be turned over to the Collateral Agent or ABL Facility Collateral Agent, as applicable, for application in accordance with the foregoing.

Allocation of Certain Proceeds. In the event that proceeds of Collateral are received by Collateral Agent or ABL Facility Collateral Agent in connection with the sale, transfer or other disposition of Collateral consisting of ABL Priority Collateral and Notes Priority Collateral, if the Collateral Agent and ABL Facility Collateral Agent cannot agree upon the allocation of such proceeds, the amount allocable as proceeds of ABL Priority Collateral consisting of accounts, payment intangibles, inventory and equipment will be not less than the book value of such Collateral (except in the case of equipment which will be based upon the net orderly liquidation value at time of disposition and in the case of inventory the allocation will not be less than cost).

Amendment and Refinancings. The ABL Obligations, the Indenture Obligations and any Permitted Additional Pari Passu Obligations may be amended or refinanced in accordance with the Credit Agreement, the Intercreditor Agreement (with respect to refinancings) and the Indenture and documents governing such Permitted Additional Pari Passu Obligations, and subject to continuing rights and obligations of the holders of such refinancing Indebtedness under the Intercreditor Agreement.

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Certain Matters in Connection with Liquidation and Insolvency Proceedings.

Debtor-in-Possession Financings. In connection with any insolvency or liquidation proceeding of an Issuer or any Guarantor, the ABL Facility Collateral Agent may consent to certain debtor-in-possession financings secured by a Lien on the ABL Priority Collateral ranking prior to the Note Lien on such ABL Priority Collateral or to the use of cash collateral constituting proceeds of ABL Priority Collateral without the consent of any Holder or holder of Permitted Additional Pari Passu Obligations, and no Holder or holder of a Permitted Additional Pari Passu Obligation shall be entitled to object to such use of cash collateral or debtor-in-possession financing or seek “adequate protection” in connection therewith (other than in the form of a junior lien on any additional items of collateral for the ABL Obligations which are granted in connection with such debtor-in-possession financing or use of cash collateral, and in connection with such limited right to seek such adequate protection, each holder will be deemed to have consented to such debtor-in-possession financing or use of cash collateral).

Relief from Automatic Stay; Bankruptcy Sales and Post-Petition Interest. No Holder or holder of any Permitted Additional Pari Passu Obligation may (x) seek relief from the automatic stay with respect to any ABL Priority Collateral (except to the extent that the ABL Facility Collateral Agent has obtained relief from the automatic stay), (y) object to any sale of any ABL Priority Collateral or any motion seeking relief from the automatic stay in any insolvency or liquidation proceeding, in each case which has been supported by the holders of ABL Obligations or (z) object to any claim of any holder of ABL Obligations to post-petition interest to the extent of its ABL Lien on the ABL Priority Collateral. No holder of any ABL Obligation may (x) seek relief from the automatic stay with respect to any Notes Priority Collateral (except to the extent that the Collateral Agent has obtained relief from the automatic stay), (y) object to any sale of any Notes Priority Collateral or any motion seeking relief from the automatic stay with respect to the Notes Priority Collateral in any insolvency or liquidation proceeding, in each case, which is supported by the Holders and holders of Permitted Additional Pari Passu Obligations or (z) object to any claim of any Holder or any holder of Permitted Additional Pari Passu Obligations to post-petition interest to the extent of its Note Lien on the Notes Priority Collateral.

Adequate Protection. No Holder or holder of any Permitted Additional Pari Passu Obligations may

(i)except as expressly provided above, seek adequate protection on account of its Note Lien on the ABL Priority Collateral other than in the form of junior priority liens or (ii) object to any request by the holders of ABL Obligations for adequate protection on account of the ABL Priority Collateral (other than payments from proceeds of Notes Priority Collateral). No holder of any ABL Obligation may (i) seek adequate protection on account of its ABL Lien on the Notes Priority Collateral other than in the form of junior priority liens or

(ii)object to any request by the Holders or holders of Permitted Additional Pari Passu Obligations for adequate protection on account of the Notes Priority Collateral (other than payments from the proceeds of ABL Priority Collateral). No Holder or holder of any Permitted Additional Pari Passu Obligations may request or receive adequate protection payments from proceeds of ABL Priority Collateral. No holder of ABL Obligations may request or receive adequate protection payments from proceeds of Notes Priority Collateral.

Plans of Reorganization; Reorganization Securities. Neither the ABL Facility Collateral Agent, the Collateral Agent nor any holder of any ABL Obligations, notes or Permitted Additional Pari Passu Obligations may support any plan of reorganization in any insolvency or liquidation proceeding which contravenes the intercreditor provisions described above (unless consented to by the ABL Facility Collateral Agent or the Collateral Agent, as applicable, representing the holders of the Liens entitled to the benefit of such contravened intercreditor provisions). The provisions of the Intercreditor Agreement will survive and continue with like effect with respect to any debt obligations distributed pursuant to a plan of reorganization secured by a lien on Collateral.

Use and Release of Collateral

Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have commenced enforcement of remedies under the Security Documents, except as noted below with respect to Trust Monies or to the extent otherwise provided in the Credit Agreement, the Intercreditor Agreement or other documentation governing the ABL Obligations, the Issuers will have the right to remain in possession and retain exclusive control of the Collateral, to freely operate the Collateral and to collect, invest and dispose of any income thereon.

Release of Collateral

The Indenture and the Security Documents provide that the Note Liens will automatically and without the need for any further action by any Person be released:

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(1) in whole or in part, as applicable, as to all or any portion of property subject to such Note

Liens which has been taken by eminent domain, condemnation or other similar circumstances;

(2) in whole upon:

(a)satisfaction and discharge of the Indenture as set forth below under “—Satisfaction and Discharge”; or

(b) a legal defeasance or covenant defeasance of the Indenture as described below under “—Defeasance”;

(3) in part, as to any property that (a) is sold, transferred or otherwise disposed of by an Issuer or any Guarantor (other than to an Issuer or another Guarantor) in a transaction not prohibited by the Indenture at the time of such sale, transfer or disposition or (b) is owned or at any time acquired by a Guarantor that has been released from its Subsidiary Guarantee pursuant to the third paragraph of “—Covenants—Additional Guarantees,” concurrently with the release of such Subsidiary Guarantee;

(4) as to property that constitutes all or substantially all of the Collateral securing the notes, with the consent of Holders of at least 75% in aggregate principal amount of the notes then outstanding;

(5)as to property that constitutes less than all or substantially all of the Collateral securing the notes, with the consent of the Holders of at least a majority in aggregate principal amount of the notes then outstanding; and

(6)in part, in accordance with the applicable provisions of the Security Documents and as described above with respect to the Intercreditor Agreement.

The Indenture provides that, to the extent applicable, the Company will comply with the provisions of the Trust Indenture Act Section 314(b) after qualification of the Indenture pursuant to the Trust Indenture Act.

The Indenture provides that, to the extent applicable, the Company will cause Trust Indenture Act Section 313(b), relating to reports, and Trust Indenture Act Section 314(d), relating to the release of property or securities or relating to the substitution therefore of any property or securities to be subjected to the Lien of the Security Documents, to be complied with after qualification of the Indenture pursuant to the Trust Indenture Act. Any certificate or opinion required by Trust Indenture Act Section 314(d) may be made by an officer of the Company except in cases where Trust Indenture Act Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent appraiser or other expert selected by the Company and reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary in this paragraph, the Company will not be required to comply with all or any portion of Trust Indenture Act Section 314(d) if it determines, in good faith based on advice of counsel, that under the terms of Trust Indenture Act Section 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its Staff, including “no action” letters or exemptive orders, all or any portion of Trust Indenture Act Section 314(d) is inapplicable to released Collateral. Trustee shall receive an opinion of counsel in connection with the inapplicability of Trust Indenture Act Sections 314(d) to such released Collateral.

Use of Trust Monies

All Trust Monies shall be held by (or held in an account subject to the control of) the Collateral Agent as a part of the Notes Priority Collateral securing the notes and any Permitted Additional Pari Passu Obligations and ABL Obligations and, so long as no Event of Default shall have occurred and be continuing, may, subject to certain conditions set forth in the Indenture, be applied from time to time in accordance with the covenant described below under “—Covenants—Limitation on Asset Sales,” or in any manner permitted by the Indenture or as otherwise required by the Intercreditor Agreement.

Certain Bankruptcy Limitations

The right of the Collateral Agent to take possession and dispose of the Collateral following an Event of Default is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy proceeding were to be commenced by or against the Issuers or the Guarantors prior to the Collateral Agent having taken possession and disposed of the Collateral. Under the U.S. Bankruptcy Code, a secured creditor is prohibited from taking its security from a debtor in a bankruptcy case, or from disposing of security taken from such debtor, without bankruptcy court approval. Moreover, the U.S. Bankruptcy Code permits the debtor in certain circumstances to continue to retain and to use collateral owned as of the

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date of the bankruptcy filing (and the proceeds, products, offspring, rents or profits of such Collateral) even though the debtor is in default under the applicable debt instruments; provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the Collateral Agent could repossess or dispose of the Collateral, or whether or to what extent holders would be compensated for any delay in payment or loss of value of the Collateral through the requirement of “adequate protection.”

Furthermore, in the event a bankruptcy court determines the value of the Collateral (after giving effect to any prior Liens) is not sufficient to repay all amounts due on the notes and any other Permitted Additional Pari Passu Obligations, the Holders and holders of such other Permitted Additional Pari Passu Obligations would hold secured claims to the extent of the value of the Collateral, and would hold unsecured claims with respect to any shortfall. Applicable Federal bankruptcy laws permit the payment and/or accrual of post-petition interest, costs and attorneys’ fees during a debtor’s bankruptcy case only to the extent the claims are oversecured or the debtor is solvent at the time of reorganization. In addition, if the Issuers or the Guarantors were to become the subject of a bankruptcy case, the bankruptcy court, among other things, may avoid certain prepetition transfers made by the entity that is the subject of the bankruptcy filing, including, without limitation, transfers held to be preferences or fraudulent conveyances.

Sinking Fund

There will be no sinking fund payments for the notes.

Governing Law

The Indenture and the notes, the Security Agreement and the Intercreditor Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof to the extent that the application of the law of another jurisdiction would be required thereby.

Covenants

Overview

In the Indenture, the Issuers will agree to covenants that limit their and the Restricted Subsidiaries’ ability, among other things, to:

•incur additional indebtedness and issue preferred stock;

•pay dividends and make distributions in respect of capital stock;

•make investments or certain other restricted payments;

•place limits on dividends and enter into other payment restrictions affecting certain Subsidiaries;

•enter into transactions with Affiliates;

•guarantee debt;

•sell assets (including the sale of stock of Subsidiaries);

•create liens; and

•merge or consolidate.

In addition, if a Change of Control occurs, each Holder of notes will have the right to require the Company to repurchase all or a part of the Holder’s notes at a price equal to 101% of their principal amount, plus any accrued interest to, but not including, the date of repurchase.

Suspension of Covenants Following the first day:

(a)the notes are rated Investment Grade by both of the Rating Agencies; and

(b)no Default has occurred and is continuing under the Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of the Indenture summarized under the headings below:

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•“—Limitation on Asset Sales,”

•“—Limitation on Indebtedness,”

•“—Limitation on Restricted Payments,”

•“—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries,”

•“—Transactions with Affiliates of the Company,”

•Clause (3) of the first paragraph of “Consolidation, Merger and Sale of Assets” and

•“—Additional Guarantees,”

(collectively, the “Suspended Covenants”). If at any time the credit rating on the notes is downgraded below Investment Grade by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the notes subsequently are rated Investment Grade from both of the Ratings Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the notes maintain an Investment Grade Rating from both of the Ratings Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture, the notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”

On the Reinstatement Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred pursuant to the first paragraph of “—Limitation on Indebtedness” or one of the clauses set forth in the definition of “Permitted Indebtedness” (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to the first paragraph of “—Limitation on Indebtedness,” or the definition of “Permitted Indebtedness” such Indebtedness will be deemed to have been outstanding on the Closing Date, so that it is classified under clause (1) of the definition of “Permitted Indebtedness.” Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect since the Closing Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of “—Limitation on Restricted Payments” but not cause an Event of Default.

In addition, for purposes of the covenant described under “—Transactions with Affiliates of the Company,” all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period prior to the Reinstatement Date will be deemed to have been entered into on or prior to the Closing Date and for purposes of the covenant described under “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries,” all contracts entered into during the Suspension Period prior to the Reinstatement Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Closing Date.

In addition, during a Suspension Period, the Issuers may elect, by delivering written notice thereof to the Trustee, to suspend the Subsidiary Guarantees, and by delivering written notice to the Collateral Agent, to release the Liens securing Notes Priority Collateral. On the Reinstatement Date or as soon as reasonably practicable (but in no event more than 10 business days) thereafter, the Subsidiary Guarantees will be reinstated and any Notes Priority Collateral that was released from Liens securing the notes and the Subsidiary Guarantees, as well as any Notes Priority Collateral acquired during the Suspension Period, will be restored and pledged to secure, on a first-priority basis, subject to Permitted Liens, the notes and the Subsidiary Guarantees in accordance with the Security Documents and the provisions of the Indenture.

During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to the Indenture.

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There can be no assurance that the notes will ever be rated Investment Grade or maintain such rating.

Limitation on Indebtedness

The Company will not, and will not permit any Restricted Subsidiary to, create, incur, assume or Guarantee the payment of any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Disqualified Stock or preferred stock to any Person other than to the Company or its Restricted Subsidiaries unless, after giving effect to the transaction, its Fixed Charge Coverage Ratio for the four full fiscal quarters immediately preceding the transaction for which financial statements are available immediately preceding the date of such transaction, taken as a single period, is 2.0 to 1 or greater, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if the additional Indebtedness had been incurred or the Disqualified Stock (or the preferred stock, if applicable) had been issued, as the case may be, at the beginning of such four-quarter period.

For purposes of determining any particular amount of Indebtedness under this “Limitation on Indebtedness” covenant, (x) obligations which constitute Indebtedness of more than one entity only need to be counted once, and (y) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this covenant: if an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or may be incurred under the Fixed Charge Coverage Ratio, the Company may classify (and from time to time may reclassify, including pursuant to the Fixed Charge Coverage Ratio) the Indebtedness in its sole discretion.

The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred. Notwithstanding any other provision of this “Limitation on Indebtedness” covenant, (i) the maximum amount of Indebtedness that may be incurred pursuant to this “Limitation on Indebtedness” covenant will not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies between the dates such non-dollar indebtedness was incurred and the measurement date for purposes of this provision and (ii) a change in GAAP that results in an obligation of the Company or any Restricted Subsidiary that exists at the time of such change, and is not theretofore classified as Indebtedness, becoming Indebtedness shall not be deemed an incurrence of such Indebtedness.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness.

The Issuers and the Guarantors will not incur any Indebtedness if such Indebtedness is subordinate in right of payment to any other Indebtedness unless such Indebtedness is also subordinate in right of payment to the notes or the applicable Subsidiary Guarantee to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured, by virtue of being secured by different collateral or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them or with respect to control of remedies.

Limitation on Restricted Payments

The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to make any Restricted Payment unless, at the time and after giving effect to the proposed Restricted Payment, the following conditions are met:

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(1)no Default or Event of Default under the Indenture shall have occurred and be continuing (or would result therefrom);

(2)after giving effect to any proposed Restricted Payment the Company would be able to incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio described above under “Limitation on Indebtedness”; and

(3)such payment, along with the aggregate amount of all Restricted Payments declared or made on or after the Closing Date (excluding any Restricted Payment that is an Excluded Payment permitted by clauses (b), (c), (d), (g), (n), (o) and (r) of the next succeeding paragraph), may not exceed the sum of:

(a)50% of the Company’s total Consolidated Net Income accrued on a cumulative basis during the period beginning on the Closing Date and ending on the last day of its last fiscal quarter ending prior to the date of the proposed Restricted Payment for which financial statements of the Company are available (or if such aggregate cumulative Consolidated Net Income is a loss, minus 100% of such loss); plus

(b)100% of (A) the aggregate Net Cash Proceeds and Fair Market Value of marketable securities received by the Company on or after the Closing Date (i) as capital contributions or (ii) from the issuance and sale of (x) Equity Interests of the Company to any Person or entity other than a Subsidiary of the Company, excluding the issuance or sale of Disqualified Stock or (y) any other securities of the Company, upon the conversion or exchange of such securities into Equity Interests of the Company (including upon conversion of Indebtedness or upon conversion or exercise of options or warrants), other than Disqualified Stock, and (B) the Fair Market Value of any Replacement Assets to the extent acquired in consideration of the issuance of Equity Interests of the Company, other than Disqualified Stock, or as a capital contribution to the Company; plus

(c)to the extent that any Restricted Investment that was made after the Closing Date is sold for cash or repaid (whether through interest payments, principal payments, dividends or other distributions), the lesser of (i) the amount received in cash from such sale or repayment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(d)to the extent that any Restricted Investment was made in an Unrestricted Subsidiary or other entity after the Closing Date and such Unrestricted Subsidiary or other entity is redesignated as or becomes a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Investment in such Subsidiary on the date of such redesignation and (ii) the initial amount of such Restricted Investment.

The provisions of the preceding paragraph shall not prohibit the following (the “Excluded Payments”):

(a)the payment of any dividend or redemption of any contractually subordinated Indebtedness within 60 days after such dividend was declared or irrevocable and unconditional notice of such redemption was given, if at the date of such declaration or notice, the payment or redemption would have been permitted;

(b)the making of any Investment or the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests of the Company (or Indebtedness that is subordinated to the notes or any Subsidiary Guarantee) in exchange for, or out of or with the proceeds of the sale (other than to a Subsidiary of the Company) of, any Equity Interests of the Company (other than any Disqualified Stock) or in exchange for, or out of or with the proceeds of a capital contribution to the Company; provided that, in each such case, the amount of any such proceeds that are so utilized shall be excluded from clause (3)(b) of the preceding paragraph;

(c)the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness of the Company or a Restricted Subsidiary that is subordinated to the notes or any Subsidiary Guarantee, including premium, if any, and accrued interest, with the proceeds of, or in exchange for, Indebtedness incurred under clause (4) of the definition of “Permitted Indebtedness”;

(d)the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its common Equity Interests to the extent such payments are made on a pro rata basis;

(e)the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company held by any current or former director, officer, employee, consultant or agent of the Company (or any of its Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement or other employee benefit plan or arrangement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $5 million in any calendar year (with unused amounts in any calendar year being carried over to the next calendar year);

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(f)the periodic purchase of Equity Interests of the Company for contribution to employee benefit plans not to exceed $5 million in any calendar year (with unused amounts in any calendar year being carried over to the next calendar year);

(g)the purchase of Equity Interests of the Company deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent all or a portion of the exercise price of (or taxes in respect of the exercise of) such options or warrants and payments made or expected to be made by the Company or any Restricted Subsidiary in respect of withholding or similar taxes payable or expected to be payable upon the exercise of stock options or vesting of Equity Interests by or in any current or former director, officer, employee, consultant or agent of the Company, any of its Restricted Subsidiaries, or any direct or indirect parent of the Company (or their respective estates or immediate family members);

(h)distributions or payments of Securitization Fees and purchases of Receivables and Related Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Transaction;

(i)[Intentionally Left Blank];

(j)a Restricted Subsidiary of the Company purchasing, redeeming or retiring for value Equity Interests of such Restricted Subsidiary from a Person other than an Affiliate of the Company;

(k)the repurchase by the Issuers of outstanding Equity Interests of the Company in an aggregate amount not to exceed $20 million;

(l)so long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom), cash dividends on Equity Interests of the Company not to exceed $10 million in any calendar year; provided that at the time of declaration of such dividend and after giving effect thereto, the Company’s Consolidated Leverage Ratio is no greater than 3.0 to 1.0;

(m)so long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom), any Restricted Payment which, together with all other Restricted Payments made pursuant to this clause (m) on or after the Closing Date, does not exceed $25 million;

(n)cash payments, dividends, distributions, advances or other Restricted Payments by the Company or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares of capital stock of any such Person in connection with any transaction not otherwise prohibited by the Indenture;

(o)the repurchase, redemption or other acquisition or retirement for value of any Indebtedness of the Company or any Restricted Subsidiary that is subordinated to the notes or any Subsidiary Guarantee pursuant to provisions similar to those described under the captions “—Repurchase of Notes upon a Change of Control” or “—Limitation on Asset Sales”; provided that all notes tendered by Holders in connection with an applicable Offer to Purchase have been repurchased, redeemed or acquired for value;

(p)any payments made in connection with any Permitted Bond Hedge Transactions;

(q)any payments made (1) to exercise or settle any Permitted Warrant Transaction (A) by set-off against any related Permitted Bond Hedge Transaction or (B) with cash payments in an aggregate amount not to exceed the aggregate amount of any payments received by the Company or any Restricted Subsidiary pursuant to the exercise or settlement of any related Permitted Bond Hedge Transaction or (2) to terminate any Permitted Warrant Transactions; or

(r)so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any preferred stock of any Restricted Subsidiary of the Company issued on or after the Closing Date in accordance with the “Limitation on Indebtedness” covenant.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or Restricted Subsidiary, as the case may be. If a Restricted Payment is not made in cash, its value, if in excess of $25 million, must be determined by the Company’s Board of Directors as evidenced by a resolution of the Board of Directors. For purposes of determining compliance with this “Restricted Payments” covenant, in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in clauses (a) through (r) above, or is entitled to be made pursuant to the first paragraph of this covenant, the Company will be permitted to classify such Restricted Payment on the date it is made, or later reclassify all or a portion of such Restricted Payment, in any manner that complies with this covenant.

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Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or agree to any encumbrance or restriction on the ability of any Restricted Subsidiary to (1) pay dividends or make any other distributions on its Equity Interests to the Company or any of the Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of the Company’s Restricted Subsidiaries; or (2) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)those in (i) existence on the Closing Date in the Senior Secured Note Documents, the Credit Agreement or any other agreements in effect on the Closing Date and any extensions, refinancings, renewals, replacements, amendments, supplements or restatements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals, replacements, amendments, supplements or restatements are not materially less favorable, taken as a whole (as determined by the Company in good faith), to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, replaced, amended, supplemented or restated;

(2)applicable law, rules, regulations or orders;

(3)any agreement or instrument (including Acquired Indebtedness) applicable to or binding on a Person, or any property or assets, acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, or the property or assets, so acquired, provided that, in the case of such acquired Person’s Indebtedness, such Indebtedness was permitted to be incurred by the terms of the notes, and any extensions, refinancings, renewals, amendments or replacements of such agreements, provided further that the encumbrances and restrictions in any such extensions, refinancings, renewals, amendments or replacements are not materially less favorable, taken as a whole (as determined by the Company in good faith), to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;

(4)any agreement for the sale or other disposition of a Restricted Subsidiary or assets thereof that restricts distributions by such Restricted Subsidiary or the transfer of such assets pending such sale or other disposition;

(5)those contained in the terms of any Indebtedness permitted to be incurred under the Indenture if either:

(A) the Company determines in good faith that the encumbrances and restrictions, taken as a whole, are not materially less favorable to the Holders than those encumbrances and restrictions contained in the Credit Agreement; or

(B) (x) the Company determines in good faith that the encumbrances and restrictions, taken as a whole, are not materially more disadvantageous to the Holders of the notes than is customary in comparable financings available to the Issuers at such time; and (y) the Company determines in good faith that, based on its assessment of the obligor’s ability to meet the financial and other covenants contained in the terms of such Indebtedness and other factors deemed relevant by the Company, such encumbrances and restrictions will not cause the Issuers not to have the funds necessary to pay the principal (at maturity) of or interest on the notes; provided, in each case, that such Indebtedness was permitted to be incurred by the terms of the Indenture;

(6)customary provisions with respect to the disposition, distribution or assignment of assets or property in joint venture agreements, contracts, leases, licenses and sub-licenses and other similar agreements;

(7)restrictions on cash or other deposits or net worth under contracts entered into in the ordinary course of business;

(8)encumbrances and restrictions in Indebtedness refinancing other Indebtedness provided that the encumbrances and restrictions contained in the new Indebtedness are not materially less favorable, taken as a whole (as determined by the Company in good faith), to the Holders, than those contained in the Indebtedness being refinanced;

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(9)encumbrances on property at the time the property was acquired by the Company or a Restricted Subsidiary, which encumbrances are not applicable to any other properties or assets of the Company or its Restricted Subsidiaries;

(10)restrictions imposed by an agreement to sell, transfer or otherwise dispose of assets or Equity Interests to any person pending the closing of such sale, transfer or other disposition;

(11)encumbrances or restrictions with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are necessary or advisable to effect the transactions contemplated under such Qualified Securitization Transaction in the good faith determination of the Company; and

(12)any encumbrances or restrictions arising or agreed to in the ordinary course of business, and not relating to any Indebtedness, that the Company determines in good faith do not, individually or in the aggregate, materially affect the Issuers’ ability to make future principal or interest payments on the notes.

Nothing contained in this “Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in the “Limitation on Liens” covenant or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries. For purposes of determining compliance with this “Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant, the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Additional Guarantees

The Issuers will cause each Restricted Subsidiary formed or acquired after the Closing Date (other than an Excluded Subsidiary), within ten business days, to execute and deliver a supplemental indenture to the Indenture providing for a Subsidiary Guarantee and supplements to the applicable Security Documents in order to grant a lien in the Collateral owned by such Restricted Subsidiary to the same extent as that set forth in the Indenture and the Security Documents and to take all actions required by the Security Documents to perfect such Lien. In addition, the Indenture provides that the Issuers will not permit any Restricted Subsidiary that does not also provide a Subsidiary Guarantee, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of either Issuer or any Guarantor (other than Indebtedness in an aggregate principal amount not to exceed the greater of $50 million and 4% of Adjusted Consolidated Net Tangible Assets), unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Subsidiary Guarantee and supplements to the applicable Security Documents in order to grant a lien in the Collateral owned by such Restricted Subsidiary to the same extent as that set forth in the Indenture and the Security Documents and to take all actions required by the Security Documents to perfect such Lien and (b) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Issuers as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until the notes have been paid in full.

If the Guaranteed Indebtedness is (A) pari passu in right of payment with the notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (B) subordinated in right of payment to the notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the notes.

Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged without any act on the part of any Person upon:

(1)such Subsidiary ceasing to be a Restricted Subsidiary, or any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture;

(2)the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee;

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(3)the occurrence of any covenant suspension as described under “—Suspension of Covenants” above; or

(4)the exercise by the Issuers of their legal defeasance or covenant defeasance option as described under “—Defeasance” or if the Issuers’ obligations under the Indenture are discharged in accordance with the terms of the Indenture.

Transactions with Affiliates of the Company

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Company unless the following conditions are met:

(1) the transaction or series of transactions must be on terms which are not materially less favorable to the Company or the Restricted Subsidiary, taken as a whole, as would be available in a comparable transaction with an unrelated third party; and

(2) if the transaction or series of transactions involves aggregate payments of $20 million or more, then the transaction or series of transactions must be approved by the Company’s Board of Directors, including the approval of a majority of directors who are disinterested in the transaction or transactions being approved.

However, this provision does not apply to:

(1)any employment or severance arrangement or transactions relating to benefit plans or similar arrangements with any employee, contractor, consultant or director of the Company or any Restricted Subsidiary approved by the Company’s Board of Directors;

(2)payment of reasonable and customary fees, benefits and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees, contractors or consultants of the Company or any Restricted Subsidiary;

(3)loans and advances (or cancellations of loans or advances) to employees, consultants, directors and officers of the Company or any Subsidiary in the ordinary course of business otherwise permitted pursuant to the terms of the notes and applicable law;

(4)Restricted Payments that are permitted by the terms of the notes described under the covenant “—Limitation on Restricted Payments” or Permitted Investments;

(5)issuances of Equity Interests (other than Disqualified Stock) of the Company by the Company and the granting or performance of registration rights;

(6)any transaction between or among the Company and one or more Restricted Subsidiaries of the Company or among one or more Restricted Subsidiaries of the Company;

(7)any transaction with any Person solely in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Restricted Subsidiaries, if such person is treated no more favorably than any other holder of Indebtedness or Equity Interest of the Company;

(8)any agreement as in effect on the Closing Date or any amendment thereto or renewal or modification thereof, so long as the amendment, renewal or modification is not materially more disadvantageous to the Holders, taken as a whole, than the agreement existing on Closing Date (as determined in good faith by the Company);

(9)any transaction or series of transactions involving aggregate consideration not to exceed $10 million;

(10)transactions with (i) customers, clients, suppliers, joint ventures, joint venture partners, partnerships, partners, or purchasers or sellers of goods or services that so long as the terms of any such transactions meet the requirements of clause (1) of the first paragraph of this covenant (as determined by the Company in good faith) and (ii) transactions with joint ventures, joint venture partners, partnerships or partners so long as the terms of any such transactions, taken as a whole, are not materially less favorable to the Company or its Restricted Subsidiary participating in such joint venture or partnership than they are to other comparable joint venture participants or partners (as determined by the Company in good faith);

(11)transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or the relevant Restricted Subsidiary from a financial point of view or stating

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that the terms are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person;

(12)transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(13)any Qualified Securitization Transaction; and

(14)pledges of Equity Interests of Unrestricted Subsidiaries.

Limitation on Liens

The Company will not, and will not permit any Restricted Subsidiary to, create, assume, incur or permit any Lien upon any of their assets, except for Permitted Liens.

Limitation on Asset Sales

The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (1) the consideration received by the Company or such Restricted Subsidiary is at least equal to the Fair Market Value of the assets sold or disposed of, (2) at least 75% of the consideration received consists of (a) cash or Temporary Cash Investments, (b) the assumption or discharge of unsubordinated Indebtedness of the Company or any Restricted Subsidiary or other liabilities of the Company or a Restricted Subsidiary (in each case, other than Indebtedness or other liabilities owed to the Company or any Affiliate of the Company), provided that the Company or such Restricted Subsidiary is irrevocably and unconditionally released or discharged from all liability under such Indebtedness or other liabilities, (c) Replacement Assets, or (d) Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received since the Closing Date pursuant to this clause (d) not to exceed $75 million (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), plus net reductions in any such Designated Non-cash Consideration as a result of sales, repayments, dispositions or other amortizations for cash, in an amount not to exceed the lesser of (x) the amount of cash received, less the cost of disposition, and (y) the Fair Market Value of such Designated Non-cash Consideration at the time received and (3) if such Asset Sale involves the disposition of Notes Priority Collateral or, after the Discharge of ABL Obligations, the disposition of ABL Priority Collateral, the Net Cash Proceeds thereof shall be paid directly by the purchaser of the Collateral to the Collateral Agent for deposit into the Collateral Account pending application in accordance with the provisions described below, and, if any property other than cash or Temporary Cash Investments is included in such Net Cash Proceeds, substantially all of such property shall be made subject to the Note Liens. For purposes of this provision, any securities, notes or other obligations received by the Company or any such Restricted Subsidiary that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt (to the extent of the cash received in such conversion) shall be deemed to be cash.

Within 12 months after the Company’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale to:

(1) to the extent such Net Cash Proceeds constitute proceeds from the sale of (x) ABL Priority Collateral or assets that are not Collateral, to repay permanently any Indebtedness under the Credit Agreement or any other Credit Facility then outstanding as required by the terms thereof (and to effect a permanent reduction in the availability under the Credit Agreement or any other Credit Facility), (y) assets of a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (z) Notes Priority Collateral, to repay permanently any other Permitted Additional Pari Passu Obligations if the Issuers substantially concurrently reduce amounts outstanding under the notes on a pro rata basis by making an offer, in accordance with the procedures set forth below, to all Holders to purchase the pro rata portion of the aggregate principal amount notes at a purchase price equal to 100% of the principal amount thereof;

(2)acquire (or enter into a legally binding agreement to acquire), all or substantially all of the assets of a Food-Related Business, or Capital Stock of (x) a Restricted Subsidiary from a Person other than the Company or a Restricted Subsidiary or (y) a Person engaged in such a business in an amount that will cause such Person to become a Restricted Subsidiary (or in the case of an Asset Sale of ABL Priority Collateral, to acquire additional

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Collateral); provided that to the extent such Net Cash Proceeds are received in respect of Notes Priority Collateral, such Net Cash Proceeds are applied to acquire assets substantially all of which constitute Notes Priority Collateral;

(3)make a capital expenditure (or enter into a legally binding agreement to make such a capital expenditure); provided that to the extent such Net Cash Proceeds are received in respect of Notes Priority Collateral, such expenditures shall relate to Notes Priority Collateral;

(4)invest the Net Cash Proceeds (or enter into a legally binding agreement to invest) in Replacement Assets; provided that to the extent such Net Cash Proceeds are received in respect of Notes Priority Collateral, substantially all of such Replacement Assets constitute Notes Priority Collateral; and

(5)do any combination of the foregoing;

provided that the Company and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clauses (2), (3) and (4) above, if and to the extent that, within 12 months after the receipt of such Net Cash Proceeds, the Company (or one or more of its Restricted Subsidiaries) has entered in to and not abandoned or rejected a binding agreement to apply such Net Cash Proceeds in accordance with the provisions described in clauses (2), (3) and (4) above, and such application is thereafter completed within 180 days after the end of such 12 month period.

The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in the preceding paragraph and not applied as so required by the end of such period (other than any such Net Cash Proceeds held by a Restricted Subsidiary of the Company to the extent that such Restricted Subsidiary is restricted by law, its charter or other governing instruments or any agreement from transferring such Net Cash Proceeds to the Company or any of its Restricted Subsidiaries, whether by dividend or otherwise), shall constitute “Excess Proceeds.”

When the aggregate amount of Excess Proceeds exceeds $25 million, within thirty days thereof, or earlier at the option of the Issuers, the Issuers will make an Offer to Purchase to all Holders and (x) in the case of Net Cash Proceeds from an Asset Sale of Notes Priority Collateral, to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in the Indenture with respect to asset sales or (y) in the case of any other Net Cash Proceeds, to all holders of other Indebtedness that is pari passu in right of payment with the notes (“Pari Passu Indebtedness”) containing provisions similar to those set forth in the Indenture with respect to assets sales, in each case, equal to the Excess Proceeds. The offer price in any Offer to Purchase will be equal to 100% of the principal amount of the notes (and 100% of the principal amount or, if different, the accreted value of any Permitted Additional Pari Passu Obligations or Pari Passu Indebtedness) plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of the notes and principal amount or, if different, accreted value of other Permitted Additional Pari Passu Obligations (in the case of Net Cash Proceeds from Notes Priority Collateral) or notes and other Pari Passu Indebtedness (in the case of any other Net Cash Proceeds) tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the notes and other Permitted Additional Pari Passu Obligations or other Pari Passu Indebtedness, as the case may be, to be purchased on a pro rata basis, by lot or such other method as the trustee deems fair and appropriate in accordance with DTC procedures. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. Pending the final application of any such Net Cash Proceeds (other than Trust Monies), the Issuers or any of their Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the terms of the Indenture.

The Issuers shall determine in good faith whether, and to what extent, an Asset Sale is in respect of Notes Priority Collateral and to what extent the Net Cash Proceeds in respect of an Asset Sale of Notes Priority Collateral are used to acquire or are invested in Notes Priority Collateral taking into account all relevant factors, including without limitation, the existence of structurally senior claims against the Notes Priority Collateral and the assets of an entity whose capital stock is subject to such Asset Sale or acquired with such Net Cash Proceeds.

Business Activities

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Food-Related Businesses, except to such extent as would not be material to the Company or its Restricted Subsidiaries, taken as a whole.

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Payments for Consent

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend such terms and provisions in the time frame set forth in the solicitation documents relating to such consent, waiver or agreements.

Repurchase of Notes upon a Change of Control

The Issuers must commence, unless the Issuers have previously given an unconditional and irrevocable notice of redemption with respect to all of the outstanding notes in accordance with the provisions described under “—Optional Redemption” within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all notes then outstanding, at a purchase price equal to 101% of their principal amount, plus accrued interest (if any) to, but not including, the Payment Date.

In the event that Holders of not less than 90% in aggregate principal amount of the notes then outstanding accept an Offer to Purchase in connection with a Change of Control and the Issuers (or any third party making such Offer to Purchase in lieu of the Issuers as described below) purchase all of the notes held by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the notes that remain outstanding following such purchase at a redemption price equal to 101% of their principal amount plus accrued interest (if any) to, but not including, the date of redemption.

The above covenant requiring the Issuers to repurchase the notes will, unless consents are obtained, require the Issuers to repay all indebtedness then outstanding which by its terms would prohibit such note repurchase, either prior to or concurrently with such note repurchase. For example, the Credit Agreement contains, and the agreements governing the Issuers’ future Indebtedness may contain, prohibitions of certain events, including repurchases of or other prepayments in respect of the notes upon a Change of Control. In addition, a Change of Control would constitute an event of default under the Credit Agreement, and agreements governing the Company’s future Indebtedness could contain similar events of default. In the event a Change of Control occurs at a time when the Issuers are prohibited from purchasing notes, the Issuers could seek the consent of their other lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain a consent or repay those borrowings, the Issuers will remain prohibited from purchasing notes. In that case, the Issuers’ failure to purchase tendered notes would constitute an Event of Default under the Indenture which could, in turn, constitute a default under the Credit Agreement or such other Indebtedness. In addition, in the event a Change of Control occurs at a time when it constitutes an event of default under the Credit Agreement or another agreement governing Indebtedness, the Issuers could seek the waiver of their other lenders of the event of default or could attempt to refinance the borrowings. A failure to receive such a waiver or refinance the borrowings would constitute an Event of Default under the Indenture. Finally, the Issuers’ ability to pay cash to the holders of notes upon a repurchase may be limited by their then-existing financial resources.

There can be no assurance that the Issuers will have sufficient funds available at the time of any Change of Control to repurchase the notes as required by the foregoing covenant, make any other debt payment (whether as a result of similar change of control provisions or to repay Indebtedness which would prohibit the repurchase of the notes or such other debt) or make any other payment required by the terms of any other securities of the Issuers which might be outstanding at the time.

The Issuers will not be required to make an Offer to Purchase upon the occurrence of a Change of Control, if a third party makes an offer to purchase the notes in the manner, at the times and price and otherwise in compliance with the requirements of the Indenture applicable to an Offer to Purchase for a Change of Control and purchases all notes validly tendered and not withdrawn in such Offer to Purchase.

Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws or regulations, to the extent applicable to the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply

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with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of the Indenture.

The existence of a Holder’s right to require the Issuers to repurchase such Holder’s notes upon a Change of Control may deter a third party from acquiring the Issuers in a transaction which constitutes a Change of Control.

The provisions of the Indenture may not afford Holders the right to require the Issuers to repurchase the notes in the event of a highly leveraged transaction or certain reorganization, restructuring, merger or other similar transactions (including, in certain circumstances, an acquisition of the Issuers by management or its affiliates) involving the Issuers that may adversely affect Holders, if such transaction is not a transaction defined as a Change of Control. In addition, Holders of the notes may not be entitled to require the Issuers to repurchase their notes in certain circumstances involving a significant change in the composition of the Company’s board of directors, including in connection with a proxy contest, where the Company’s board of directors does not endorse a dissident slate of directors but subsequently approves them for purposes of the Indenture.

Prior to the occurrence of the relevant Change of Control, the provisions in the Indenture relating to the obligation of the Issuers to make a related Offer to Purchase may be modified with the written consent of the Holders of a majority in principal amount of the outstanding notes.

SEC Reports and Reports to Holders

Whether or not required by the SEC, so long as any Notes are outstanding, the Company will file with the SEC (or, if the SEC will not accept such filings, furnish to the Trustee) within the time periods specified in the SEC’s rules and regulations, (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company certified public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

Events of Default

The following events will be defined as “Events of Default” in the Indenture:

(a)default in the payment of any installment of interest on any notes for 30 days after becoming due;

(b)default in the payment of the principal of (or premium, if any, on) any notes when due;

(c)default in the performance of any other covenant contained in the terms of the notes or the Indenture for a period of 60 days after written notice of such failure, requiring the Issuers to remedy the same, shall have been given to the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of 25% in aggregate principal amount of the notes then outstanding;

(d)default shall have occurred under any agreements, indentures or instruments under which an Issuer or any Significant Subsidiary then has outstanding Indebtedness in excess of $30 million in the aggregate and, if not already matured in accordance with its terms, such Indebtedness shall have been accelerated, provided that if, prior to the entry of judgment in favor of the Trustee, such default under such indenture or instrument shall be remedied or cured by such Issuer or such Significant Subsidiary, or waived by the applicable percentage of holders of such Indebtedness, then the Event of Default under the Indenture shall be deemed likewise to have been remedied, cured or waived; and provided further that if such default results from an action of the United States government or a foreign government which prevents the affected Issuer or Significant Subsidiary from performing its obligations under such agreement, indenture or instrument, the occurrence of such default will not be an Event of Default under the Indenture;

(e)one or more judgments, orders or decrees for the payment of money in excess of $30 million, either individually or in the aggregate, shall be entered against an Issuer or any Significant Subsidiaries and shall not be discharged, paid, stayed, subject to a negotiated settlement or subject to insurance, and there shall have been a period of 60 days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect;

(f)a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of an Issuer or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar

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official with respect to an Issuer or any Significant Subsidiary or for all or substantially all of the property and assets of an Issuer or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of an Issuer or any Significant Subsidiary other than pursuant to a merger or consolidation permitted by the Indenture and, in each case, such decree or order shall remain unstayed and in effect for a period of 90 consecutive days;

(g)an Issuer or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official with respect to an Issuer or any Significant Subsidiary or for all or substantially all of the property and assets of an Issuer or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors;

(h)default in the performance or breach of the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all of the assets of the Issuers or the failure by the Issuers to make or consummate an Offer to Purchase in accordance with the “Limitation on Asset Sales” or “Repurchase of Notes upon a Change of Control” covenant;

(i)any Subsidiary Guarantee of any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company) would constitute a Significant Subsidiary shall for any reason cease to be, or shall for any reason be asserted in writing by any Guarantor or Issuer not to be, in full force and effect and enforceable in accordance with its terms, except to the extent permitted by the Indenture and any such Subsidiary Guarantee; or

(j)unless all of the Collateral has been released from the Note Liens in accordance with the provisions of the Security Documents, (x) default by an Issuer or any Subsidiary in the performance of the Security Documents which materially adversely affects the enforceability, validity, perfection or priority of the Note Liens on a material portion of the Collateral, (y) the repudiation or disaffirmation by an Issuer or any Guarantor of its material obligations under the Security Documents or (z) the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against an Issuer or any Guarantor party thereto for any reason with respect to a material portion of the Collateral and, in the case of any event described in subclauses (x) through (z), such default, repudiation, disaffirmation or determination is not rescinded, stayed, or waived by the Persons having such authority pursuant to the Security Documents or otherwise cured within 60 days after the Issuers receive written notice thereof specifying such occurrence from the Trustee or the Holders of at least 25% of the outstanding principal amount of the notes and demanding that such default be remedied.

If an Event of Default (other than an Event of Default specified in clause (f) or (g)) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the notes, then outstanding, by written notice to the Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. If an Event of Default specified in clause (f) or (g) above occurs, the principal of, premium, if any, and accrued interest on the notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding notes by written notice to the Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. For information as to the waiver of defaults, see “—Modification and Waiver.”

The Holders of at least a majority in aggregate principal amount of the outstanding notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of notes. A Holder may not pursue any remedy with respect to the Indenture or the notes unless:

(1)the Holder gives the Trustee written notice of a continuing Event of Default;

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(2)the Holders of at least 25% in aggregate principal amount of outstanding notes make a written request to the Trustee to pursue the remedy;

(3)such Holder or Holders offer the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liability or expense;

(4)the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5)during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding notes do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder of a note to receive payment of the principal of, premium, if any, or interest on, such note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the notes, which right shall not be impaired or affected without the consent of the Holder.

Officers of an Issuer must certify, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company’s and its Restricted Subsidiaries’ performance under the Indenture and that, to their knowledge, the Issuers have fulfilled all obligations thereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. An Issuer will also be obligated to notify the Trustee within five business days if it becomes aware of any default or defaults in the performance of any covenants or agreements under the Indenture and such default has not been remedied.

Consolidation, Merger and Sale of Assets

Each Issuer will agree not to consolidate or merge with or into any other entity, or sell, lease or convey all or substantially all of its assets to any other entity in any one or more transactions unless the following conditions are met:

(1) the resulting, surviving or transferee Person (the “Surviving Entity”) (i) is organized under the laws of the United States of America or any state or the District of Columbia, the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands, the Netherlands Antilles or the Republic of Ireland (provided that if the Surviving Entity is not a corporation satisfying the requirements of this clause (i), there shall be an obligor or a co-obligor that is a corporation that satisfies the requirements of this clause(i)), (ii) the Surviving Entity (if not an Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of such Issuer’s obligations under the notes and the Indenture and the Registration Rights Agreement (and any Subsidiary Guarantee will be confirmed as applying to such Surviving Entity’s obligations) and (iii) the Surviving Entity (if not an Issuer) shall expressly assume the due and punctual performance of the covenants and obligations of such Issuer under the Security Documents;

(2)immediately after giving effect to the transaction (and treating any Indebtedness which becomes an obligation of the Surviving Entity or any Restricted Subsidiary as a result of such transaction as having been incurred by such Surviving Entity or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default under the Indenture may have occurred and be continuing;

(3)immediately after giving effect to the transaction (and treating any indebtedness which becomes an obligation of the Surviving Entity or any Restricted Subsidiary as a result of such transaction as having been incurred by such Surviving Entity or such Restricted Subsidiary at the time of such transaction), either (a) the Surviving Entity would be able to incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio described above under “Covenants—Limitation on Indebtedness,” determined on a pro forma basis as if such transaction had occurred at the beginning of the immediately preceding four-quarter period; or (b) the Fixed Charge Coverage Ratio for the Surviving Entity, determined on a pro forma basis as if such transaction had occurred at the beginning of the immediately preceding four-quarter period, would be equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for the most recently completed four-quarter period prior to the transaction;

(4)if the Surviving Entity is organized in a jurisdiction other than (a) under the laws of the United States of America or any state or the District of Columbia and (b) the jurisdiction in which the predecessor obligor on the notes was organized immediately before the transaction, then: (i) the obligations of the Surviving Entity relating to the notes and under the Indenture must be enforceable under the laws of the new jurisdiction, subject to customary exceptions; (ii) the Surviving Entity must agree in writing (x) to submit to jurisdiction and appoint an agent for service of process each under the same terms as the predecessor obligor had been required and (y) that all payments

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on the notes will be made without withholding or deduction for taxes unless required by law and, if required by law, to pay the additional amounts necessary so that the net amount received by the Holder will not be less than the amount they would have received in the absence of any such withholding or deduction; provided that the Board of Directors of the Surviving Entity must determine in good faith that the transaction will not have a material adverse effect on the Holders of notes;

(5)at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under the Indenture and the notes;

(6)such Issuer or the Surviving Entity, as applicable, promptly causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such Issuer or the Surviving Entity;

(7)the Collateral owned by or transferred to such Issuer or the Surviving Entity, as applicable, shall (a) continue to constitute Collateral under the Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders, and (c) not be subject to any Lien other than Permitted Liens;

(8)to the extent the property and assets of the Person which is merged or consolidated with or into the relevant Issuer or the Surviving Entity, as applicable, the relevant Issuer or the Surviving Entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents, including perfection thereof, in the manner and to the extent required in the Indenture or any of the Security Documents; and

(9)the Company must deliver to the Trustee an Officers’ Certificate and Opinion of Counsel, in each stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with.

Notwithstanding the foregoing, if an Issuer effects a consolidation, merger or sale, conveyance, assignment, transfer, lease or other disposition of substantially all of its assets, the condition set forth in clause (3) of the paragraph above shall not apply to a transaction involving a Surviving Entity which is otherwise subject to the foregoing provisions if: (A) (i) the Surviving Entity (1) was formed for the purpose of effecting such transaction, (2) did not engage in any business prior to such transaction, (3) immediately prior to such transaction had no indebtedness or liabilities, contingent or otherwise, of any kind whatsoever, (4) immediately after such transaction had no additional “indebtedness” or significant “liabilities,” contingent or otherwise, of any kind whatsoever in excess of that which such Issuer had immediately prior to such transaction and (5) immediately after such transaction was engaged in the same business as such Issuer was engaged in immediately prior to such transaction, and (ii) the holders of the outstanding voting shares of such Issuer immediately prior to the transaction own, directly or indirectly, the outstanding voting shares of the Surviving Entity immediately after the transaction in substantially the same proportion as before the transaction; or (B) the merger was affected solely in connection with changing the jurisdiction of organization of such Issuer.

Each Guarantor will not, and the Issuers will not permit a Guarantor to, in one or more transactions, consolidate or merge with or into any other entity (other than the Issuers or any Guarantor) or sell, lease or convey all or substantially all of its assets to any other entity (other than the Issuers or any Guarantor), unless at the time and after giving effect thereto:

(1) (a) either (i) the Guarantor will be the continuing entity in the case of a consolidation or merger involving the Guarantor or (ii) the Person formed by or surviving such consolidation or merger or the Person which acquires all or substantially all of the assets of the Guarantor on a consolidated basis (the “Surviving Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia or the jurisdiction of organization of the Guarantor and such Person (x) expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee and the Indenture and the Registration Rights Agreement and such Subsidiary Guarantee, Indenture and Registration Rights Agreement will remain in full force and effect; and (y) shall expressly assume the due and punctual performance of the covenants and obligations of the applicable Guarantor under the Security Documents;

(b)after giving effect to such transaction, no Default or Event of Default exists;

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(c)the Guarantor or the Surviving Guarantor Entity, as applicable, promptly causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Guarantor or the Surviving Guarantor Entity;

(d)the Collateral owned by or transferred to the Guarantor or the Surviving Guarantor Entity, as applicable, shall (i) continue to constitute Collateral under the Indenture and the Security Documents, (ii) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders, and (iii) not be subject to any Lien other than Permitted Liens; and

(e)to the extent the property and assets of the Person which is merged or consolidated with or into the Guarantor or the Surviving Guarantor Entity, as applicable, are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Guarantor or the Surviving Guarantor Entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents, including perfection thereof, in the manner and to the extent required in the Indenture or any of the Security Documents; or

(2) the transaction is made in compliance with the covenant “—Limitation on Asset Sales.”

In the event of any transaction (other than a lease) described in and complying with the conditions listed in the three immediately preceding paragraphs in which an Issuer or any Guarantor, as the case may be, is not the continuing entity, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer or such Guarantor, as the case may be, and an Issuer or any Guarantor, as the case may be, would be discharged from all obligations and covenants under the Indenture and the notes or its Subsidiary Guarantee, as the case may be, the Registration Rights Agreement and the Security Documents.

Defeasance

Defeasance and Discharge. The Indenture provides that the Issuers will be deemed to have paid and will be discharged from any and all obligations (including the release of all Collateral and Subsidiary Guarantees) in respect of the notes after the deposit referred to below, and the provisions of the Indenture will no longer be in effect with respect to the notes (except for, among other matters, certain obligations to register the transfer or exchange of the notes, to replace stolen, lost or mutilated notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things:

(A)the Issuers have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the notes, money or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, in accordance with the terms of the Indenture and the notes, and the Issuers must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

(B)the Issuers have delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Issuers’ exercise of its option under this “Defeasance” provision and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel, immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit (other than an Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, resulting from the borrowing of funds to be applied to such deposit (any similar deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings), and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (other than the Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced); and

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(C)if at such time the notes are listed on a national securities exchange, the Issuers have delivered to the Trustee an Opinion of Counsel to the effect that the notes will not be delisted as a result of such deposit, defeasance and discharge.

Defeasance of Certain Covenants and Certain Events of Default. The Indenture further provides that the provisions of the Indenture will no longer be in effect with respect to clause (3) of the first paragraph under “Consolidation, Merger and Sale of Assets” and all the covenants described herein under “Covenants,” clause (h) under “Events of Default” with respect to such clause (3) under “Consolidation, Merger and Sale of Assets,” clause (c) under “Events of Default” with respect to such other covenants and clauses (d) and (e) under “Events of Default” shall be deemed not to be Events of Default upon, among other things, the deposit with the Trustee, in trust, for the benefit of the Holders of the notes, of money or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, in accordance with the terms of the Indenture and the notes, the satisfaction of the provisions described in clauses (C) and (D) of the preceding paragraph and the delivery by the Issuers to the Trustee of an Opinion of Counsel to the effect that, among other things, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the event that the Issuers exercise their defeasance option, each Guarantor will be released from all of its obligations with respect to its Subsidiary Guarantee and under the Security Documents. Upon covenant defeasance, all Collateral will be released.

Defeasance and Certain Other Events of Default. In the event the Issuers exercise their option to omit compliance with certain covenants and provisions of the Indenture with respect to the notes as described in the immediately preceding paragraph and the notes are declared due and payable because of the occurrence of an Event of Default that remains applicable, the amount of money or U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on the notes at the time of the acceleration resulting from such Event of Default. However, the Issuers will remain liable for such payments.

Modification and Waiver

The Indenture, the notes, the Subsidiary Guarantees and the Security Documents may be amended, without the consent of any Holder, to:

(1)cure any ambiguity, defect, mistake or inconsistency in the Indenture, the notes, any Subsidiary Guarantee or any Security Document;

(2)comply with the provisions described under “Consolidation, Merger and Sale of Assets” or “Additional Guarantees”;

(3)comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;

(4)evidence and provide for the acceptance of appointment by a successor Trustee or Collateral Agent under the Indenture or the Security Documents;

(5)make any other provisions with respect to matters or questions arising under the Indenture, the notes, any Subsidiary Guarantee or any Security Document; provided that, in each case, such provisions, shall not materially adversely affect the interests of the Holders;

(6)provide for the issuance of Additional Notes in accordance with the Indenture;

(7)add to the Collateral securing the notes or to add a Guarantor under the Indenture;

(8)provide for uncertificated notes in addition to or in replacement of certificated notes;

(9)conform the text of the Indenture, the notes, the Subsidiary Guarantees or the Security Documents to any provision of this Description of the Notes as evidenced in an officers’ certificate;

(10) mortgage, pledge, hypothecate or grant a Lien in favor of the Collateral Agent for the benefit of the Holders (and the holders or lenders of ABL Liens or Permitted Additional Pari Passu Obligations) as additional security or Collateral for the payment and performance of the Issuers’ and any Guarantor’s obligations under the Indenture, in

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any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise;

(11)provide for the release of Collateral from the Note Lien and the Security Documents when permitted or required by any of the Security Documents, the Intercreditor Agreement or the Indenture; or

(12)secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the same in the Intercreditor Agreement.

Modifications and amendments of any of the Indenture or the Security Documents may be made by the Issuers, each Guarantor party thereto, if any, and the Trustee and Collateral Agent, as applicable, with the consent of the Holders of at least a majority in aggregate principal amount of the notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for notes); provided, however, that no such modification or amendment may, without the consent of the Holder of each outstanding note affected thereby:

(1)change the Stated Maturity of the principal of, or any installment of interest on, any note;

(2)reduce the principal amount of, or premium, if any, or interest on, any note;

(3)change the optional redemption dates or optional redemption prices of the notes from that stated under the caption “Optional Redemption”; provided, however, that the minimum number of days of notice of redemption that the Company must provide may be shortened with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding notes;

(4)change the place or currency of payment of principal of, or premium, if any, or interest on, any note;

(5)impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any note;

(6)release any Subsidiary Guarantee of a Significant Subsidiary except in compliance with the terms of the Indenture, the Security Documents or the Intercreditor Agreement;

(7)amend or modify any of the provisions of the Indenture in any manner which subordinates the notes issued thereunder in right of payment to any other Indebtedness of the Issuers or which subordinates any Subsidiary Guarantee in right of payment to any other Indebtedness of the Guarantor issuing any such Subsidiary Guarantee;

(8)waive a default in the payment of principal of, premium, if any, or interest on the notes; or

(9)reduce the percentage or aggregate principal amount of outstanding notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults.

In addition, any amendment to, or waiver of, any provision of the Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Note Liens will require consent of the Holders of at least 75% in aggregate principal amount of the notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the notes).

Satisfaction and Discharge

The Indenture will cease to be of further effect with respect to the notes, subject to certain exceptions generally relating to compensation and indemnity of the trustee, when either:

•all outstanding notes have been delivered to the trustee for cancellation and we have paid all sums payable by us under the Indenture with respect to such notes, or

•all outstanding notes not delivered to the trustee for cancellation either: (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year; and we have deposited irrevocably with the trustee, in trust, specifically for the benefit of the Holders, money or U.S. Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient (in the written opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm in the case of U.S. Government Obligations or a combination of money and U.S. Government Obligations) to pay all the principal of (including any sinking fund payments or analogous obligations), and interest on, the notes on the dates such payments are due in accordance with the terms of the notes.

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Upon satisfaction and discharge, all Collateral will be released and all Guarantors will be released from their Subsidiary Guarantees.

No Personal Liability of Incorporators, Stockholders, Officers, Directors, or Employees

No recourse for the payment of the principal of, premium, if any, or interest on any of the notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Issuers or any Guarantor in the Indenture, or in any of the notes or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Issuers or any Guarantor or of any successor Person thereof. Each Holder, by accepting the notes, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws.

Concerning the Trustee

Subject to the terms of the Security Documents, the Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. Except during the continuance of a Default, the Trustee will not be liable, except for the performance of such duties as are specifically set forth in the Indenture. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it under the Indenture as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The Indenture and provisions of the Trust Indenture Act of 1939, as amended, incorporated by reference therein contain limitations on the rights of the Trustee, should it become a creditor of the Issuers, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign.

Definitions

Set forth below are defined terms used in the covenants and other provisions of the Indenture. Reference is made to the Indenture for other capitalized terms used in this “Description of the Notes” for which no definition is provided.

“ABL Facility Collateral Agent” means Wells Fargo Bank, National Association, as administrative agent under the Credit Agreement, and its successors, replacements or assigns in such capacity.

“ABL Liens” means all Liens in favor of the ABL Facility Collateral Agent on Collateral securing the ABL Obligations.

“ABL Obligations” means (x) the Indebtedness and other obligations which are secured by a Lien on the Collateral permitted by clause (1) of the definition of “Permitted Liens” and (y) obligations in respect of Bank Products and Hedging Obligations incurred with any lender or agent under the Credit Agreement (or their Affiliates).

“ABL Priority Collateral” shall mean the following property of the Issuers and the Guarantors, whether now owned or hereafter acquired (but excluding assets of the types described in clauses (ii), (iv), (vi), (viii) and (ix) of the definition of “Excluded Assets” and certain other Excluded Assets described under “—Security”):

(1)accounts and payment intangibles (including tax refunds and related tax payments), but excluding accounts and payment intangibles that constitute identifiable proceeds of Notes Priority Collateral;

(2)inventory;

(3)deposit accounts and securities accounts (excluding the Collateral Account), including all monies, uncertificated securities, securities entitlements and other funds held in or on deposit therein contained therein (including all cash, marketable securities and other funds held in or on deposit in either of the foregoing) (but excluding all cash, marketable securities, monies, uncertificated securities and securities entitlements that constitute identifiable proceeds of Notes Priority Collateral);

(4)all investment property (other than the capital stock of Chiquita and each Guarantor and the direct subsidiaries of each Guarantor), general intangibles (excluding trademarks and copyrights constituting Notes Priority

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Collateral), books and records, documents and instruments, chattel paper, letter of credit rights, business interruption insurance, supporting obligations, commercial

tort claims and other claims or causes of action, but excluding investment property, general intangibles, books and records, documents and instruments, chattel paper, letter of credit rights, business interruption insurance, supporting obligations, commercial tort claims and other claims or causes of action that constitute identifiable proceeds of Notes Priority Collateral;

(5)equipment and Designated Tangible ABL Priority Property;

(6)all other personal property, excluding any personal property that constitutes Notes Priority Collateral; and

(7)all proceeds of the foregoing.

“Acquired Indebtedness” means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with an acquisition of such Person’s assets, provided that any Indebtedness of such other Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Subsidiary of the specified Person will not be Acquired Indebtedness.

“Adjusted Consolidated Net Tangible Assets” means the total amount of assets of the Company and its Restricted Subsidiaries (less applicable depreciation, amortization and other valuation reserves), after deducting therefrom (1) all current liabilities of the Company and its Restricted Subsidiaries (excluding intercompany items) and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in conformity with GAAP.

“Affiliate” of any specified individual or entity, means any other individual or entity who directly or indirectly controls or is controlled by or is under direct or indirect common control with the specified individual or entity. For the purposes of this definition, “control” of an entity means having the power to direct the management and policies of the entity directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Asset Sale” means:

(1)the sale, conveyance or other disposition of any assets, other than sales or leases of inventory or other assets in the ordinary course of business (whether or not consistent with past practice); provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions described above under the caption “—Consolidation, Merger and Sale of Assets” and not by the provisions of the “Limitation on Asset Sales” covenant; or

(2)the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries, other than such an issuance or sale to the Company or one or more of its Restricted Subsidiaries (other than director’s qualifying shares or shares required by applicable law to be held by a person other than the Company or a Restricted Subsidiary).

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1)any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $10 million or in which the Company or the Restricted Subsidiary receives aggregate consideration of less than $10 million;

(2)a transfer of assets between or among the Company and any one or more of its Restricted Subsidiaries;

(3)an issuance or transfer of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary (other than a Securitization Entity);

(4)a Restricted Payment that is permitted by the covenant described above under the caption “—Covenants—Limitations on Restricted Payments” or a Permitted Investment;

(5)sales or other dispositions of assets or Equity Interests that comply with the clause (1) of the first paragraph of the covenant entitled “Limitation on Asset Sales,” to the extent such sales or dispositions constitute “Permitted Investments”;

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(6)disposals or replacement of obsolete or worn-out equipment or other assets that are no longer useful in a Food-Related Business (including, without limitation, the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and the Restricted Subsidiaries taken as whole);

(7)sale-leaseback transactions with ships, trucks, containers or other similar equipment purchased by the Company or its Restricted Subsidiaries from a Person other than the Company or one of its Restricted Subsidiaries within 120 days of such purchase;

(8)(i) the sale or discount of accounts receivable in the ordinary course of business and (ii) the sale of rights with respect to accounts receivable and amounts owed by suppliers or growers in the ordinary course of business;

(9)the surrender or waiver of contract rights (including leases, subleases, licenses and sub-licenses) or the settlement, release, or surrender of contract, tort or other claims;

(10)the lease, sublease or license or sublicense of real or personal property, including patents, trademarks and other intellectual property rights that do not materially interfere with the business of the Company and its Restricted Subsidiaries taken as a whole;

(11)the cancellation of intercompany Indebtedness with the Company or any of its Restricted Subsidiaries permitted under the Indenture;

(12)the granting of Liens not prohibited by the Indenture;

(13)any sale or other disposition of Temporary Cash Investments;

(14)any sale of Equity Interests or other Investments in an Unrestricted Subsidiary; or

(15)the disposition of Receivables and Related Assets in a Qualified Securitization Transaction.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value will be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Average Life” means, at any date of determination with respect to any debt security, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from such date of determination to the dates of each successive scheduled principal payment of such debt security and (b) the amount of such principal payment by (2) the sum of all such principal payments.

“Bank Products” mean any one or more of the following financial products or accommodations extended to the Company or its Subsidiaries: (a) credit cards (including commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”)), (b) credit card processing services, (c) debit cards, (d) stored value cards, and (e) any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other customary cash management arrangements.

“Board of Directors” means, with respect to any Person, the Board of Directors, Board of Managers, Board of Directors of the general partner in the case of a partnership or similar governing body of such Person or any duly authorized committee of such Board of Directors.

“Borrowing Base” means at the time of any incurrence (i) 85% of U.S. domestic eligible trade receivables plus (ii) the lesser of (A) 65% the book value and (B) 85% of the net orderly liquidation value of U.S. domestic eligible inventory (based on the most recent third party appraisal of such inventory received by the Company) plus (iii) an additional fixed asset availability amount of $26.8 million and an additional availability of amount of $7.5 million plus (iv) a foreign assets amount that will not exceed 85% of eligible trade receivables in certain jurisdictions in Western Europe, determined in each case by reference to assets of the Company and its Restricted Subsidiaries, the applicable eligibility criteria in the Credit Agreement (or, if any successor Credit Agreement does not contain any such eligibility criteria, the eligibility criteria contained in the Credit Agreement as in effect on the Closing Date), and as of the end of the most recent fiscal quarter for which financial statements are available, adjusted on a pro forma basis for any acquisition after

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that balance sheet date and prior to the date of such incurrence. Assets that are the subject of a Qualified Securitization Transaction will be excluded from the foregoing calculation.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Change of Control” means an event or series of events by which any of the following occurs:

(1)any “Person” is or becomes the “beneficial owner” directly or indirectly, of more than 50% of the total voting power of all outstanding classes of voting capital stock of the Company provided, however, that a transaction in which the Company becomes a Subsidiary of another Person shall not constitute a Change of Control if the shareholders of the Company immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority of the voting power of the outstanding voting stock of such Person immediately following the consummation of such transaction;

(2)the adoption of a plan relating to the liquidation or dissolution of the Company; or

(3)on any date, a majority of the Company’s Board of Directors does not consist of Persons (a) who were directors at the Closing Date (“Continuing Directors”) or (b) whose election or nomination as directors was approved by at least 2/3 of the directors then in office who are Continuing Directors or whose election or nomination was previously so approved.

In the definition of Change of Control, “Person” has the same meaning given to it in Sections 13(d) and 14(d) of the Exchange Act, and “beneficial owner” or “beneficially owned” have the same meaning given to these terms in Rules l3d-3 and l3d-5 under the Exchange Act, except that a Person is deemed to have “beneficial ownership” of all shares that Person has the right to acquire, whether the right is exercisable immediately or only after the passage of time.

“Closing Date” means February 5, 2013.

“Collateral Account” means the collateral account established pursuant to the Indenture.

“Collateral Agent” means the Trustee, in its capacity as Collateral Agent for the Holders and holders of Permitted Additional Pari Passu Obligations together with its successors in such capacity.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus without duplication:

(1)an amount equal to any provision for taxes based on income or profits or similar taxes of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2)Fixed Charges of such Person and its Restricted Subsidiaries to the extent deducted in computing such Consolidated Net Income; plus

(3)depreciation, depletion, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment and other non-cash expenses, write-downs (including asset impairment charges), charges or accruals of such Person and its Restricted Subsidiaries (excluding such non-cash expense to the extent it represents an accrual or reserve for cash payments in any future period) for such period to the extent that such depreciation, amortization and other non-cash expenses, write-downs, charges or accruals were deducted in computing such Consolidated Net Income; plus

(4)other non-cash items (other than any such non-cash items to the extent it represents amortization of a prepaid cash expense that was paid in a prior period or an accrual of or reserve for cash expenditures in any future period), including, without limitation, non-cash rent expense, non-cash costs of sales, non-cash expense from any employee benefit plan or stock option or incentive plan, non-cash stock compensation expense, non-cash foreign currency gains or losses, non-cash loss on sale or disposition of assets, non-cash loss from write-down or impairment of assets and non-cash expenditures arising out of purchase accounting adjustments with respect to re-valuing assets and liabilities to the extent that such non-cash items were deducted in computing such Consolidated Net Income; plus

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(5)any fees, costs, expenses or charges (other than depreciation, depletion or amortization expense) related to any equity offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred under the Indenture (including a refinancing thereof), in each case, whether or not successful, including, without limitation, such fees, expenses and charges relating to the issuance of the notes and the related refinancing transactions described elsewhere in this registration statement, in each case, to the extent that such fees, expenses or charges were deducted in computing such Consolidated Net Income; plus

(6)to the extent actually reimbursed (and to the extent such reimbursement proceeds are not included in computing such Consolidated Net Income), expenses incurred to the extent covered by indemnification provisions in any agreement in connection with an acquisition; plus

(7)the amount of cost savings, operational improvements and synergies projected by such Person in good faith to be realized as a result of actions taken or expected to be taken prior to or during such period (calculated on a pro forma basis as though such cost savings, operational improvements and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings, operational improvements and synergies are reasonably identifiable and (y) the aggregate amount of cost savings, operational improvements and synergies added pursuant to this clause (7) shall not exceed 10% of the Consolidated Cash Flow of such Person for the most recently ended four full fiscal quarters for which financial statements are available immediately preceding the date of determination (calculated on a pro forma basis as though such cost savings, operational improvements and synergies had been realized on the first day of such period), for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio”); plus

(8)the amount of any restructuring charge, integration costs or other business optimization expenses or reserve deducted in such period in computing such Consolidated Net Income, including any onetime costs incurred in connection with acquisitions after the Closing Date; minus

(9)non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business.

“Consolidated Leverage Ratio” means the ratio of the aggregate amount of Indebtedness of the Company and its Restricted Subsidiaries as of such date (excluding Indebtedness incurred under clause (6) of the definition thereof) to the Consolidated Cash Flow of the Company and its Restricted Subsidiaries for the most recently ended period of four consecutive fiscal quarters immediately preceding the date of determination for which financial statements are available in each case, calculated on a pro forma basis in a manner consistent with the adjustments set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only (x) in the case of income, to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof and (y) in the case of loss, only to the extent of such Person’s equity in such loss; (2) the cumulative effect of a change in accounting principles, any extraordinary gains or losses and any gains or losses realized in connection with an asset sale (including disposals of discontinued operations) or the extinguishment of Indebtedness shall be excluded; (3) solely for the purposes of determining Consolidated Cash Flow, any net after-tax income or loss from discontinued operations shall be excluded; (4) any non-cash gain or loss from Hedging Obligations shall be excluded; (5) impairment and other non-cash expenses, write-downs (including asset impairment charges), charges or accruals shall be excluded; (6) the amount of any restructuring charge, integration costs or other business optimization expenses or reserve shall be excluded; (7) the non-cash amortization of discount on Convertible Indebtedness shall be excluded; and (8) non-cash stock based compensation expense shall be excluded.

Notwithstanding the foregoing, for purposes of clause (3) of the covenant described under “Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income that portion, if any, of the Net Income of any Restricted Subsidiary that is not permitted, directly or indirectly, to be paid by way of dividend, distribution or loan to stockholders of such Subsidiary by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders; provided that the foregoing shall not apply to restrictions that are permitted by clause (1) or (5) of the second paragraph of the “Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant.

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“Convertible Indebtedness” means Indebtedness of the Company (which may be guaranteed by the Guarantors) permitted to be incurred under the terms of the Indenture that is either (1) convertible into common stock of the Company (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (2) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Company and/or cash (in an amount determined by reference to the price of such common stock).

“Credit Agreement” means that certain Credit Agreement to be dated on or about the Closing Date, by and among the Company, Chiquita and certain of Chiquita’s Subsidiaries as borrowers, the lenders from time to time party thereto and the ABL Facility Collateral Agent, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Credit Facilities” means one or more debt facilities, commercial paper facilities or indentures providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, sale-leaseback transactions, capital leases or similar obligations or issuances of notes, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration by the Company.

“Discharge of ABL Obligations” has the meaning provided in the Intercreditor Agreement and is generally defined to mean (a) the payment in full in cash of all outstanding ABL Obligations excluding contingent indemnity obligations with respect to then unasserted claims but including, with respect to amounts available to be drawn under outstanding letters of credit issued thereunder (or indemnities or other undertakings issued pursuant thereto in respect of outstanding letters of credit), the cancellation of such letters of credit or the delivery or provision of money or backstop letters of credit in respect thereof in compliance with the terms of the Credit Agreement (which shall not exceed an amount equal to 105% of the aggregate undrawn amount of such letters of credit), (b) the termination of all commitments to extend credit under the Credit Agreement and related loan documents, (c) the termination and payment in full in cash of all termination fees and other amounts due and payable in respect of obligations with respect to Bank Products including Hedging Obligations or cash collateralization or the provision of other security in respect thereof in an amount and on terms satisfactory to the relevant secured party and (d) any costs, expenses and contingent indemnification obligations not yet due and payable but with respect to which a claim has been asserted in writing under any document evidencing

ABL Obligations, are backed by letters of credit or cash collateral in an amount and on terms satisfactory to ABL Facility Collateral Agent; provided that in connection with the amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplement or other modification from time to time of the Credit Agreement in connection with the incurrence of additional ABL Obligations, the Discharge of ABL Obligations shall be deemed to have not occurred and references to the “Credit Agreement” above shall thereafter refer to the agreement under which such additional ABL Obligations are incurred.

“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Stock), pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes are or become due. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuers to repurchase such Equity Interests upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock if the terms of such Equity Interests provide that the Issuers may not repurchase or redeem any such Equity Interests pursuant to such provisions until after the Issuers comply with the covenants described above under the captions “Repurchase of Notes upon a Change of Control” or “Limitation on Asset Sales.”

“Domestic Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or the District of Columbia, other than any such Restricted Subsidiary (i) of a

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controlled foreign corporation within the meaning of Section 957 of the Code (a “CFC”) or (ii) that has no material assets other than capital stock of one or more Foreign Subsidiaries that are CFCs.

“Equity Interests” means capital stock, limited liability company interests, partnership interests or other equity interests or equity securities, and all warrants, options or other rights to acquire such securities (but excluding any debt security that is convertible into, or exchangeable for, such equity interests or equity securities).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” means (i) any Domestic Subsidiary that is not Wholly Owned, (ii) any Foreign Subsidiary and (iii) any Securitization Entity. In the event any Subsidiaries previously treated as Excluded Subsidiaries cease to meet the requirements of the previous sentence, the Issuers will promptly cause such Subsidiaries to become Guarantors in accordance with the covenant described under “Additional Guarantees.”

“Fair Market Value” means the price that would be paid in an arm’s-length, commercial transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, provided that any transaction involving consideration of $25 million or more, the Fair Market Value shall be determined in good faith by the Board of Directors, whose determination shall be conclusive.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments (excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), the interest component of any deferred payment obligations (excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings and net payments, if any, pursuant to Hedging Obligations and excluding any non-cash interest expense imputed on any convertible debt resulting from the application of ASC 470-20, “Debt—Debt with Conversion and Other Options”; plus (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus (3) the aggregate amount of interest in respect of Indebtedness that is Guaranteed or secured by the assets of the Company or its Restricted Subsidiaries; plus (4) the product of (a) all dividend payments, on any series of preferred stock of such Person or any of its Restricted Subsidiaries (other than (x) dividend payments to the Company or its Restricted Subsidiaries or (y) dividend payments on such preferred stock payable solely in Equity Interests of such Person (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person) times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, redeems, repays or acquires any Indebtedness or issues, redeems or acquires preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, redemption, repayment or acquisition of Indebtedness, or such issuance, redemption or acquisition of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through the purchase of assets or stock, mergers, liquidations or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be calculated on a pro forma basis (including Pro Forma Cost Savings to the extent such amounts are not included pursuant to clause (7) of the definition of Consolidated Cash Flow) as if they had occurred on the first day of the four-quarter reference period; (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded; (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the

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Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date; and (4) interest on any Indebtedness that is revolving credit Indebtedness calculated on a pro forma basis (including Pro Forma Cost Savings to the extent such amounts are not included pursuant to clause (7) of the definition of Consolidated Cash Flow) shall be calculated based upon the average daily balance of such Indebtedness during the applicable four-quarter reference period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement with respect to exposure to interest rates applicable to such Indebtedness if such interest rate agreement has a remaining term in excess of twelve months.

“Fleet Assets” means ocean going vessels and related equipment and machinery owned or to be acquired by the Company or any of its Restricted Subsidiaries and any assets related thereto, including the stock of any Restricted Subsidiary the principal assets of which consist of Fleet Assets.

“Food-Related Businesses” means businesses or operations (i) of the Company on the Closing Date or (ii) involving food or food products, including any business related, ancillary or complementary thereto or a reasonable extension thereof, including, but not limited to, owning, building, re-building, financing and leasing ocean going vessels and related equipment, machinery and assets; provided that if in the case of any business acquired or joint venture entered into by the Company or any of its Restricted Subsidiaries after the Closing Date, such business or joint venture is primarily engaged in one or more Food-Related Businesses, then such acquired business or joint venture shall be deemed to be engaged in Food-Related Businesses.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary other than a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date, including, without limitation, those set forth in the Accounting Standards Codification (“ASC”) maintained by the Financial Accounting Standards Board with additional guidance from opinions, pronouncements, accounting bulletins or guidelines from the Securities and Exchange Commission, the American Institute of Certified Public Accountants or in such other statements by such other entity as approved by a significant segment of the accounting profession, consistently applied. All ratios and computations contained or referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis, except that calculations made for purposes of determining compliance with the terms of the covenants and with other provisions of the Indenture shall be made without giving effect to (1) the amortization or write-off of any expenses incurred in connection with the issuance of the notes and the related refinancing transactions described elsewhere in this registration statement and (2) except as otherwise provided, the amortization or write-off of any amounts required or permitted by Statement of Financial Accounting Standards Nos. 141 and 142; provided that for the purposes of complying with the obligations under “—SEC Reports and Reports to Holders” GAAP in effect on the date of such reports shall be applied.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means any Subsidiary of the Company (other than Chiquita) which provides a Subsidiary Guarantee with respect to the notes, including any Person that is required after the Closing Date to execute a Subsidiary Guarantee of the notes pursuant to the covenant “—Covenants—Additional Guarantees,” until such Person’s Subsidiary Guarantee is released in accordance with the Indenture or until a successor replaces such Person pursuant to the applicable provisions of the Indenture and, thereafter, shall mean such successor.

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“Hedging Obligations” means, with respect to any Person, the obligations of such Person under (1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and (2) other agreements or arrangements designed to protect against fluctuations in interest rates, currency exchange rates or specific financial and other similar risks (including commodity and fuel price risks).

“Holder” means a Person in whose name a note is registered on the registrar’s books.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, contingent or otherwise (but excluding accrued expenses and trade payables), in respect of:

(1)borrowed money;

(2)bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) or similar obligations (such as bank Guarantees), entered into in the ordinary course of business of such Person (and not for borrowed money) to the extent such letters of credit or similar obligations are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the fifth business day following receipt by such Person of a demand for reimbursement;

(3)banker’s acceptances;

(4)Capital Lease Obligations and Attributable Debt;

(5)the balance deferred and unpaid of the purchase price of any property (except any such balance that constitutes an accrued expense or trade payable) due more than six months after such property is acquired;

(6)any Hedging Obligations, other than Hedging Obligations incurred in the ordinary course of business for the purpose of fixing or hedging interest rate risk, foreign currency risk or specific financial and other similar risks (including commodity and fuel risks) and not for speculative purposes; or

(7)all amounts outstanding and other obligations of such Person in respect of a Qualified Securitization Transaction;

if and to the extent any of the preceding (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.

In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) (the amount of such Indebtedness as of any date being deemed to be the lesser of the value of such property or assets as of such date or the principal amount of such Indebtedness of such other Person) and, to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person.

“Indenture Obligations” means the obligations of the Issuers and any other obligor under the Indenture or under the notes, including any Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with the Indenture and the notes and the performance of all other obligations to the Trustee and the holders under the Indenture and the notes, according to the respective terms thereof.

“Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Goldman, Sachs & Co., Barclays Capital Inc., Rabo Securities USA, Inc., RB International Markets (USA) LLC and RBC Capital Markets, LLC

“Intercompany Debt Obligations” means any Indebtedness of the Company or any of its Restricted Subsidiaries which is owed to the Company or any of its Restricted Subsidiaries.

“Investment Grade” means (1) BBB- or above, in the case of S&P (or its equivalent under any successor Rating Categories of S&P) and Baa3 or above, in the case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s), or (2) the equivalent in respect of the Rating Categories of any other Rating Agencies, in each case, without regard to outlook.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the

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ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, to the extent that such items are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided, however, that the advancement of funds by the Company or any of its Restricted Subsidiaries in the ordinary course of business to growers or suppliers of food-related products as advances against payment for such products shall not constitute an Investment. “Investments” shall also include (1) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and (2) the retention of the Equity Interests (or any other Investment) by the Company or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Restricted Subsidiary. For purposes of the definition of “Unrestricted Subsidiary” and the “Limitation on Restricted Payments” covenant, the amount of or a reduction in an Investment shall be equal to the Fair Market Value thereof at the time such Investment is made or reduced.

“Lien” means any mortgage, lien, pledge, security interest, conditional sale or other title retention agreement, charge or other security interest or encumbrance of any kind in respect of any asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof; any option or other agreement to sell or give a security interest therein and any filing of, or agreement to file, any financing statement under the UCC (or equivalent statutes of any jurisdiction).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds” means:

(a) with respect to any Asset Sale, means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions, any tax sharing arrangements and amounts used to repay Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale and appropriate amounts to be provided by the Company or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP; and

(b) with respect to any issuance or sale of Equity Interests, the proceeds of such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorney’s fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Non-recourse Indebtedness” means, with respect to any Person, Indebtedness of such Person as to which the Company and any Restricted Subsidiary may not be directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness except for a Lien on the Capital Stock of an Unrestricted Subsidiary to the creditors thereof which is not recourse to any other assets of the Company or a Restricted Subsidiary), and which, upon the occurrence of a default with respect to such Indebtedness, does not result in, or permit any holder of any Indebtedness of the Company or any Restricted Subsidiary to declare, a default on such Indebtedness of the Company or any Restricted Subsidiary or cause the payment of Indebtedness of the Company or any Restricted Subsidiary to be accelerated or payable prior to its Stated Maturity.

“Note Liens” means all Liens in favor of the Collateral Agent on Collateral securing the Indenture Obligations and any Permitted Additional Pari Passu Obligations.

“Offer to Purchase” means an offer to purchase notes by the Issuers from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

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(1)the covenant pursuant to which the offer is being made and that all notes validly tendered will be accepted for payment on a pro rata basis;

(2)the purchase price and the date of purchase (which shall be a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Payment Date”);

(3)that any note not tendered will continue to accrue interest pursuant to its terms;

(4)that, unless the Issuers default in the payment of the purchase price, any note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;

(5)that Holders electing to have a note purchased pursuant to the Offer to Purchase will be required to surrender the note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the business day immediately preceding the Payment Date; and

(6)that Holders whose notes are being purchased only in part will be issued new notes equal in principal amount to the unpurchased portion of the notes surrendered; provided that each note purchased and each new note issued shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.

On the Payment Date, the Issuers shall (a) accept for payment on a pro rata basis notes or portions thereof tendered pursuant to an Offer to Purchase; (b) deposit with the Paying Agent money sufficient to pay the purchase price of all notes or portions thereof so accepted; and (c) deliver, or cause to be delivered, to the Trustee all notes or portions thereof so accepted together with an Officers’ Certificate specifying the notes or portions thereof accepted for payment by the Issuers. The Paying Agent shall promptly mail to the Holders of notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new note equal in principal amount to any unpurchased portion of the note surrendered; provided that each note purchased and each new note issued shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Issuers will publicly announce the results of an Offer to Purchase as soon as reasonably practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. The Issuers will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Issuers are required to repurchase notes pursuant to an Offer to Purchase and if following that law or applicable securities laws and regulations conflicts with the Indenture, the Issuers will comply with the law and applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

“Officer” means, with respect to the Issuers or the Guarantors, (i) the Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the President, any Senior Vice President, any Vice President or the Chief Financial Officer, and (ii) the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary.

“Officers’ Certificate” means a certificate signed by one Officer listed in clause (i) of the definition thereof and one Officer listed in clause (ii) of the definition thereof or two officers listed in clause (i) of the definition thereof.

“Permitted Additional Pari Passu Obligations” means obligations under any Additional Notes or any other Indebtedness (whether or not consisting of Additional Notes) secured by the Note Liens under clause (5) of the definition of Permitted Liens; provided that (i) except in the case of Additional Notes, the trustee or agent under such Permitted Additional Pari Passu Obligation executes a joinder agreement to the Security Agreement agreeing to be bound thereby and (ii) the Issuers have designated such Indebtedness as “Permitted Additional Pari Passu Obligations” under the Security Agreement.

“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on the Company’s common stock purchased by the Company in connection with the issuance of any Convertible Indebtedness (other than to the Company or any of its Affiliates); provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Company from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Company from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.

“Permitted Indebtedness” means Indebtedness that falls into any of the following categories:

(1) Indebtedness of the Company or any of its Restricted Subsidiaries outstanding on the Closing Date;

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(2) the notes offered hereby and the related Subsidiary Guarantees and the related exchange notes and exchange guarantees to be issued in exchange thereof pursuant to the Registration Rights Agreement;

(3) Indebtedness under Credit Facilities outstanding at any time in an aggregate amount not to exceed the greater of $220 million (less the aggregate principal amount of Indebtedness incurred by Securitization Entities and then outstanding pursuant to clause (12) of this paragraph) and the Borrowing Base;

(4) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund (which shall include extensions, renewals, replacements, defeasances, discharges, deferrals, amendments, supplements and modifications), then outstanding Indebtedness (other than Indebtedness outstanding under clause (3), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18) and (19)) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums (including tender premiums), accrued interest, defeasance costs, fees and expenses and, in the case of convertible Indebtedness, including any equity component representing the issuance date estimated fair value of the conversion feature); provided that (a) Indebtedness the proceeds of which are used to refinance or refund the notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the notes or the applicable Subsidiary Guarantee shall only be permitted under this clause (4) if (x) in case the notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the notes or the applicable Subsidiary Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining notes or the applicable Subsidiary Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the notes or the applicable Subsidiary Guarantee such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the notes or the applicable Subsidiary Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the notes, (b) such new Indebtedness, determined as of the date of incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded and (c) Indebtedness of the Issuers or a Guarantor may only be refinanced with Indebtedness of the Issuers or a Guarantor;

(5) Intercompany Debt Obligations between or among the Company and any of its Restricted

Subsidiaries; provided that any subsequent issuance or transfer of any Equity Interests that results in such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary,

(i)any sale or other transfer of such Indebtedness to a Person other than the Company or a Restricted Subsidiary shall each be deemed to be an incurrence of Indebtedness by the obligor if and to the extent that it is the Company or a continuing Restricted Subsidiary of the Company and

(ii)any Indebtedness of the Issuers or a Guarantor owing to a Restricted Subsidiary that is not an Issuer or a Guarantor incurred after the Closing Date is unsecured and is subordinated in right to payment to the notes and the Subsidiary Guarantee of such Guarantor, as the case may be;

(6) Guarantees representing an Investment permitted by clause (10) or (11) of the definition of “Permitted Investment”;

(7) Indebtedness of the Company or any of its Restricted Subsidiaries (including purchase money obligations and sale-leaseback transactions) secured by Liens on or to acquire the Fleet Assets and refinancings thereof in an aggregate amount outstanding at any time not to exceed $200 million less the aggregate amount of any Investments made (and then outstanding) pursuant clause (18) of the definition of Permitted Investments; provided that (x) the Company would be able to incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio described above under “Covenants—Limitation on Indebtedness”, determined on a pro forma basis as if such transaction had occurred at the beginning of the immediately preceding four-quarter period or (y) the Fixed Charge Coverage Ratio for the Company, determined on a pro forma basis as if such transaction had occurred at the beginning of the immediately preceding four-quarter period, would be equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for the immediately preceding four-quarter period; provided further, that for the purposes of calculating the Fixed Charge Coverage Ratio in clause (y) above, the calculation shall include as Fixed Charges operating lease expenses relating to vessels to be replaced by such acquired Fleet Assets;

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(8)additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate amount outstanding at any time not to exceed the greater of $50 million or 4% of Adjusted Consolidated Net Tangible Assets, including all Indebtedness incurred or issued to renew, refund, refinance, replace, defease or discharge any Indebtedness pursuant to this clause (8);

(9)Indebtedness represented by Guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred;

(10)Indebtedness of the Company or any Restricted Subsidiary consisting of Guarantees, indemnities or obligations in respect of purchase price adjustments, holdbacks or contingency payments in connection with the acquisition or disposition of assets (other than Guarantees of Indebtedness by any Person acquiring such assets for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Company in connection with such disposition;

(11)Indebtedness of the Company or any of its Restricted Subsidiaries in respect to performance bonds, bankers’ acceptances, workers compensation claims, bid, surety or appeal bonds payment obligations, earn-outs, insurance premium financing agreements, self-insurance or similar obligations, bank overdrafts and similar obligations in the ordinary course of business;

(12)Indebtedness incurred by a Securitization Entity in connection with a Qualified Securitization Transaction that is Non-recourse Indebtedness with respect to the Company and its Restricted Subsidiaries (except for Standard Securitization Undertakings); provided, however, that in the event such Securitization Entity ceases to qualify as a Securitization Entity or such Indebtedness becomes recourse to the Company or any of its Restricted Subsidiaries, such Indebtedness will, in each case, be deemed to be, and must be classified by the Company as, incurred at such time (or at the time initially incurred) under one more of the other provisions of this covenant;

(13)Indebtedness incurred by the Company or any Restricted Subsidiary (including Acquired Indebtedness, Capital Lease Obligations, sale-leaseback transactions, mortgage financings or purchase money obligations) and Disqualified Stock or preferred stock issued by the Company or any Restricted Subsidiary, in each case, for the purpose of financing all or any part of the purchase price, lease or cost of design, construction, installation or improvement of property (real or property), plant, equipment or other assets used in the business of the Company or any Restricted Subsidiary, in an aggregate principal amount, not to exceed the greater of $50 million or 4% of Adjusted Consolidated Net Tangible Assets at any time outstanding, including all Indebtedness and Disqualified Stock or preferred stock incurred or issued to renew, refund, refinance, replace, defease or discharge any Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (13);

(14)the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations not for speculative purposes;

(15)Indebtedness, other than in respect of borrowed money, and incurred in the ordinary course of business (including customer deposits and advance payments received; take-or-pay obligations contained in supply arrangements; and open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of the Company or a Restricted Subsidiary);

(16)Indebtedness representing deferred compensation to employees of the Company or any Restricted Subsidiary incurred in the ordinary course of business;

(17)Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business to the extent not drawn upon or, if drawn upon, repaid within 5 days;

(18)Indebtedness of Foreign Subsidiaries in an aggregate principal amount outstanding at any time not to exceed $5 million; and

(19)Indebtedness constituting or arising under Bank Products incurred by the Company or any Restricted Subsidiary in the ordinary course of business.

    “Permitted Investments” means, for any Person, Investments made on or after the Closing Date consisting of:

(1)Investments by the Company, or by a Restricted Subsidiary thereof, in the Company or a Restricted Subsidiary (other than a Securitization Entity and other than a transfer of Notes Priority Collateral to a Restricted

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Subsidiary that is not a Guarantor) or in a Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Company (other than a Securitization Entity) or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary thereof (other than a Securitization Entity);

(2)Cash or Temporary Cash Investments;

(3)an Investment that is made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to, and in compliance with, the covenant “Limitation on Asset Sales”;

(4)Investments consisting of (a) loans and advances to employees for reasonable travel, relocation and business expenses in the ordinary course of business not to exceed $5 million in the aggregate at any one time outstanding and (b) loans to employees of the Company or its Restricted Subsidiaries for the sole purpose of purchasing equity of the Company not to exceed $5 million in the aggregate at any one time outstanding;

(5)Investments existing on, or made pursuant to binding commitments existing on, the Closing Date (including the Company’s $18 million funding obligation for its joint venture with Danone disclosed elsewhere in this registration statement), provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Closing Date or (b) as otherwise permitted under the Indenture;

(6)Investments of the Company or any Restricted Subsidiary in connection with Hedging Obligations that are incurred for the purpose of fixing or hedging risk and not for speculative purposes;

(7)Investments consisting of endorsements for collection or deposit in the ordinary course of business;

(8)Investments in suppliers or customers that are received in compromise or resolution of litigation, arbitration or other disputes or of obligations of trade creditors or customers that were incurred in the ordinary course of business of the Issuers, including pursuant to bankruptcy, receivership or similar proceedings or as a result of foreclosure on a secured Investment in a third party received in exchange for or cancellation of an existing obligation of such supplier or customer to the Company or a Restricted Subsidiary;

(9)Investments paid for solely with Equity Interests (other than Disqualified Stock) of the Company;

(10)Investments in any Person in an aggregate amount, as valued at the time each such Investment is made, not to exceed 4% of Adjusted Consolidated Net Tangible Assets at such time, so long as such Investments are in a Food-Related Business; provided that of that amount, no more than $5 million may be used for Investments in Unrestricted Subsidiaries;

(11)Investments represented by Guarantees, other than the Subsidiary Guarantees, in an aggregate amount not to exceed $15 million;

(12)deposits required by government agencies, public utilities or suppliers in the ordinary course of business;

(13)prepaid expenses incurred in the ordinary course of business;

(14)extensions of trade credit in the ordinary course of business recorded as accounts receivable;

(15)Investments acquired after the Closing Date as a result of the acquisition by the Company or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries in a transaction that is not prohibited by the covenant described above under the caption “Consolidation, Merger and Sale of Assets” after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(16)Investments with respect to performance bonds, bankers’ acceptance, workers’ compensation claims, surety or appeal bond payments, obligations in connection with self-insurance or similar obligations and bank overdrafts;

(17)advancement of funds in the ordinary course of business to growers or suppliers of products for Food-Related Businesses as advances for such products;

(18)Investments in joint ventures, partnerships or otherwise to acquire, build, re-build, develop or improve Fleet Assets, not to exceed $200 million at any time outstanding less the aggregate amount of any Indebtedness incurred pursuant clause (7) of the definition of Permitted Indebtedness;

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(19)Investments by the Company or a Restricted Subsidiary in a Securitization Entity in connection with a Qualified Securitization Transaction, which Investment is in the good faith determination of the Company necessary or advisable to effect such Qualified Securitization Transaction;

(20)Investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements; provided that such licenses, sublicenses or contributions, individually or in the aggregate, do not materially adversely affect or reduce the value of the intellectual property retained by the Issuers or any Restricted Subsidiary; and

(21)Investments (other than Investments specified in clauses (1) through (20) above) in an aggregate amount, as valued at the time each such Investment is made, not to exceed the greater of $35 million or 3% of Adjusted Consolidated Net Tangible Assets at any time after the Closing Date.

“Permitted Liens” means Liens that fit into any of the following categories:

(1)any Lien with respect to the Credit Agreement or any other Credit Facility so long as the aggregate principal amount outstanding under the Credit Agreement or any successor Credit Facility that is secured pursuant to this clause (1) is incurred under and does not exceed the principal amount which could be borrowed under clause (3) of the definition of “Permitted Indebtedness”;

(2)any Liens on assets of the Company or any Restricted Subsidiary existing on the Closing Date other than Liens securing the Credit Agreement;

(3)Liens on assets acquired after the Closing Date that were existing at the time of the acquisition by the Company or any Restricted Subsidiary thereof; provided such Liens were in existence prior to the contemplation of such acquisition and do not extend to any other assets;

(4)Liens on assets to secure the purchase price of assets to be acquired and Indebtedness permitted by clause (13) of the definition of “Permitted Indebtedness”, which Liens cover only the assets acquired with such Indebtedness and proceeds or products of such property or assets or improvements of such property or assets);

(5)Liens securing Permitted Additional Pari Passu Obligations in an aggregate amount not to exceed the greater of (x) $35 million and (y) an amount equal to the excess of the Secured Debt Cap on the date on which such Lien is to be incurred over the aggregate amount of consolidated Indebtedness of the Company and its Restricted Subsidiaries secured by a Lien then outstanding (treating the full principal amount then available for borrowing under the Credit Agreement as outstanding for this purpose);

(6)Liens on an entity or its assets existing at the time the entity becomes a Restricted Subsidiary or is merged with the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of its assets; provided that such Liens were in existence prior to the contemplation of such acquisition or merger and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary or is merged with the Company or any of its Restricted Subsidiaries;

(7)statutory liens of landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens for amounts not overdue for more than 90 days or being contested in good faith by appropriate proceedings;

(8)judgment Liens and other similar Liens arising in the ordinary course of business, provided that (a) the enforcement of the Liens is stayed, (b) the claims secured by the Liens are being actively contested, in good faith and by appropriate proceedings; and (c) the judgment would not otherwise constitute a Default or Event of Default under the Indenture;

(9)Liens securing Intercompany Debt Obligations incurred in accordance with the Indenture (other than Liens in favor of a Securitization Entity);

(10)Liens for taxes, assessments or governmental charges not yet due and payable or being contested in good faith, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(11)Liens on property of a Foreign Subsidiary to secure Indebtedness of that Foreign Subsidiary that is otherwise permitted under the terms of the notes;

(12)Liens on foreign bank accounts in accordance with customary banking practice;

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(13)easements, rights-of-way, restrictions and other similar encumbrances to the extent they are incurred in the ordinary course of business;

(14)pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation;

(15)deposits and other Liens to secure letters of credit and bank Guarantees and the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other similar obligations incurred in the ordinary course of business;

(16)[Intentionally Left Blank];

(17)Liens on the Fleet Assets so long as the aggregate principal amount of Indebtedness that is secured pursuant to this clause (17) is incurred under and does not exceed the principal amount which could be borrowed under clause (7) of the definition of “Permitted Indebtedness”;

(18)judgment liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been terminated or the period within which such proceedings may be initiated shall not have expired;

(19)Liens to secure Hedging Obligations and obligations with respect to Bank Products, in each case, incurred in the ordinary course of business, and in the case of Hedging Obligations for the purpose of fixing or hedging interest rate risk, foreign currency risk or financial and other similar risks (including commodity and fuel price risks) and not for speculative purposes;

(20)Liens in favor of customs and revenue authorities arising as a matter of law to serve as payment of custom duties in connection with the importation of goods;

(21)leases, subleases or licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries;

(22)Liens arising from the filing of UCC financing statements regarding leases;

(23)Liens in favor of the Company or a Restricted Subsidiary;

(24)Liens securing Indebtedness which is incurred to refinance secured Indebtedness; provided that such Liens do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced;

(25)Liens created for the benefit of (or to secure) the notes issued on the Closing Date or any Subsidiary Guarantees of the notes issued on the Closing Date and the exchange notes and related exchange guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement;

(26)Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(27)Liens on cash or other property arising in connection with the defeasance, discharge or redemption of Indebtedness, including the notes;

(28)grants of software and other technology licenses in the ordinary course of business;

(29)customary options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures or partnerships;

(30)restrictions on dispositions of assets to be disposed of pursuant to merger agreements, stock or asset purchase agreements and similar agreements;

(31)Liens on Equity Interests in Unrestricted Subsidiaries;

(32)Liens deemed to exist in connection with repurchase agreements and other similar investments to the extent such Investments are permitted under the Indenture;

(33)statutory Liens of vendors of perishable agricultural commodities or the like (i) arising pursuant to the provisions of the Perishable Agricultural Commodities Act, 7 U.S.C. Section 499 and (ii) for amounts not overdue for more than 90 days or being contested in good faith by appropriate proceedings;

(34)Liens on assets transferred to a Securitization Entity or on assets of a Securitization Entity, in either case transferred in connection with a Qualified Securitization Transaction; and

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(35)Liens not otherwise permitted by clause (1) through (34) above securing Indebtedness in aggregate principal amount at any time not to exceed $10 million.

“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Company’s common stock sold by the Company substantially concurrently with any purchase by the Company of a related Permitted Bond Hedge Transaction.

“Person” means an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs and related adjustments that are directly attributable to an acquisition that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Calculation Date, and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the date of the Indenture and are described in a certificate delivered to the Trustee from the Company’s Chief Financial Officer that outlines the specific actions taken and the net cost savings achieved or to be achieved from each such action.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Issuers or any Restricted Subsidiary pursuant to which (a) the Issuers or any Restricted Subsidiary may sell, convey or otherwise transfer to a Securitization Entity its interests in Receivables and Related Assets and (b) such Securitization Entity transfers to any other Person, or grants a security interest in, such Receivables and Related Assets, pursuant to a transaction customary in the industry which is used to achieve a transfer of financial assets under GAAP.

“Rating Agencies” means (1) S&P and Moody’s or (2) if S&P or Moody’s or both of them are not making ratings of the notes publicly available, a “nationally recognized statistical rating agency” within the meaning of Section 3(62) of the Exchange Act, as the case may be, selected by the Issuers, which will be substituted for S&P or Moody’s or both, as the case may be.

“Rating Category” means (1) with respect to S&P, any of the following categories (any of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories), (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories), and (3) the equivalent of any such categories of S&P or Moody’s used by another Rating Agency, if applicable.

“Receivables and Related Assets” means any account receivable (whether now existing or arising thereafter) of the Issuers or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Registration Rights Agreement” means (1) with respect to the notes issued on the Closing Date, the Registration Rights Agreement, to be dated the Closing Date, among the Issuers, the Guarantors on the Closing Date and the Initial Purchasers and (2) with respect to any Additional Notes, any registration rights agreement among the Issuers, the Guarantors and the other parties thereto relating to the registration by the Issuers and the Guarantors of such Additional Notes under the Securities Act.

“Replacement Assets” means, on any date, property or assets (other than current assets) of a nature or type or that are used in a business (or an Investment in a company having property or assets of a nature or type, or engaged in a business) similar or related or complementary to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on such date; provided that in the case of a sale of Notes Priority Collateral substantially all of such replacement property or assets constitute Notes Priority Collateral.

“Restricted Investment” means an Investment made after the Closing Date other than Permitted Investments.

“Restricted Payment” means the Company or any of its Restricted Subsidiaries, directly or indirectly, does any of the following: (1) either (a) declares or pays any dividend on or makes any distribution in respect of its Equity Interests or to the direct or indirect holders of its Equity Interests in their capacity as such (other than dividends or distributions payable in its Equity Interests (other than Disqualified Stock) or to the Company or any of its Restricted Subsidiaries), or (b) purchases, redeems or retires for value Equity Interests of the Company (other than Equity Interests owned by the

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Company or any of its Restricted Subsidiaries); (2) makes any principal payment on or with respect to, or redeems, repurchases, defeases or otherwise acquires or retires for value prior to its scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or a Restricted Subsidiary that is contractually subordinated in right of payment to the notes or any Subsidiary Guarantee (other than Intercompany Debt Obligations permitted under clause (5) of the definition of “Permitted Indebtedness”) or (3) makes any Restricted Investment. For the avoidance of doubt, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured, by virtue of being secured by different collateral or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them or with respect to control of remedies.

“Restricted Subsidiary” means any Subsidiary of either the Company (including Chiquita) or Chiquita, other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, and its successors.

“Sale and Leaseback Transactions” means, with respect to the Company or any Restricted Subsidiary, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby the Company or a Restricted Subsidiary sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which Company or such Restricted Subsidiary, as the case may be, intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred, provided the following shall be excluded from the definition: (1) a lease for a period, including renewal rights, of not in excess of four years, (2) the lease that secures or relates to industrial revenue or pollution control bonds, (3) the transaction that is solely between the Company and one or more Wholly-Owned Restricted Subsidiaries or solely between Wholly-Owned Restricted Subsidiaries, (4) a transaction that relates to ships, trucks, containers or other similar equipment purchased by the Company or its Restricted Subsidiary from a Person other than the Company or one of its Subsidiaries within 120 days prior to such sale-leaseback transaction, (5) any transaction in which the Company or such Restricted Subsidiary, within 12 months after the sale or transfer of any assets or properties is completed, applies an amount not less than the net proceeds received from such sale in accordance with the “Limitation on Asset Sales” covenant to the extent required thereby; or (6) any single transaction or series of related transactions that involve assets having a Fair Market Value of less than $5 million or the Company receives aggregate consideration of less than $5 million.

“Secured Debt Cap” means, on any date, an amount equal to 3.0 times the Consolidated Cash Flow of the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which financial statements are available immediately preceding such date. For purposes of making the computation referred to above, (1) acquisitions that have been made by the Company or any of its Restricted Subsidiaries, including through mergers or consolidations, since the beginning of the four-quarter period referred to above, shall be calculated on a pro forma basis (including Pro Forma Cost Savings to the extent such amounts are not included pursuant to clause (7) of the definition of Consolidated Cash Flow) as if they had occurred on the first day of the four-quarter period and Consolidated Cash Flow for such four-quarter period, (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of since the beginning of the four-quarter period referred to above, shall be excluded and (3) the full aggregate principal amount available for borrowing under the Credit Agreement will be deemed to be borrowed and outstanding on the date of such calculation.

“Securitization Entity” means a Subsidiary of the Company to which the Issuers or any Subsidiary of the Issuers transfers Receivables and Related Assets that engages in no activities other than in connection with the financing of Receivables and Related Assets and that is designated by the Company’s board of directors (as provided below) as a Securitization Entity and:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(1)is guaranteed by the Issuers or any Restricted Subsidiary (excluding guarantees (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

(2)is recourse to or obligates the Issuers or any Restricted Subsidiary (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or

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(3)subjects any property or asset of the Issuers or any Restricted Subsidiary (other than such Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(b) with which neither the Issuers nor any Restricted Subsidiary (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other than on terms not materially less favorable to the Issuers or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuers, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and (c) to which neither Issuer nor any Restricted Subsidiary (other than such Securitization Entity) has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee by delivering to the Trustee a certified copy of the resolution of the board of directors of the Company giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the preceding conditions and was permitted by the Indenture.

“Securitization Fees” means reasonable distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Entity in connection with any Qualified Securitization Transaction.

“Securitization Repurchase Obligation” means any obligation of a seller of Receivables and Related Assets in a Qualified Securitization Transaction to repurchase Receivables and Related Assets arising as a result of a breach of a representation, warranty or covenant or otherwise that are customary for an accounts receivable securitization transaction, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.

“Security Documents” means the Security Agreement, the Intercreditor Agreement and all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders and the holders of any Permitted Additional Pari Passu Obligations, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

“Senior Secured Note Documents” means the Indenture, the notes, the Subsidiary Guarantees and the Security Documents.

“Significant Subsidiary” means, at any date of determination, any Restricted Subsidiary that, together with its Subsidiaries, (1) for the most recent fiscal year of the Issuers, accounted for more than 10% of the consolidated revenues of the Company and its Restricted Subsidiaries or (2) as of the end of such fiscal year, was the owner of more than 10% of the consolidated assets of the Company and its Restricted Subsidiaries, all as set forth on the most recently available consolidated financial statements of the Company for such fiscal year.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuers or any Restricted Subsidiary that are reasonably customary in an accounts receivable securitization transaction, including without limitation, those relating to the servicing of the assets of a Securitization Entity; it being understood that any Securitization Repurchase Obligation that is customary in a Qualified Securitization Transaction shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, (1) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (2) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.

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“Subsidiary” means, with respect to any Person, any corporation or other entity more than fifty percent (50%) of whose Equity Interests having by the terms thereof, at that time, ordinary voting power to elect a majority of the directors (or comparable positions) of such entity is at the time owned by such Person directly or indirectly through Subsidiaries.

“Subsidiary Guarantee” means a Guarantee of the notes in accordance with the terms of the Indenture. “Temporary Cash Investments” means

(1)investments in marketable direct obligations issued or guaranteed by the United States of America, or of any governmental agency or political subdivision thereof, maturing within 18 months of the date of purchase;

(2)investments in certificates of deposit issued by a bank organized under the laws of the United States of America or any state thereof or the District of Columbia, in each case having capital and unimpaired surplus totaling more than $500,000,000 and rated at least A by S&P and A-2 by Moody’s (any such bank, an “Approved Bank”) maturing within 397 days of purchase;

(3)repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (1) and (2) above entered into with any Approved Bank;

(4)commercial paper or finance company paper issued by any Person incorporated under the laws of the United States or any state thereof and rated at least A-1 by S&P and P-2 by Moody’s, or A by S&P and A-2 by Moody’s, in each case maturing within 397 days of purchase;

(5)Investments not exceeding 397 days in duration in money market funds that invest substantially all of such funds’ assets in the Investments described in the preceding clauses (1) through (4); and

(6)in the case of the Company’s non-U.S. Restricted Subsidiaries, short-term investments made in the ordinary course of business or with a commercial bank organized under the laws of any foreign jurisdiction which is a member of the Organisation Economic Co-operation and Development, or a political subdivision of any such foreign jurisdiction, and having a combined capital and surplus of at least the equivalent of $100,000,000; provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the Organisation Economic Co-operation and Development.

“Trust Monies” means all cash and Temporary Cash Investments:

(1)received by the Issuers upon the release of Collateral from the Lien under the Indenture or the Security Documents in connection with any Asset Sale; provided that any such cash or Temporary Cash Investments remaining after consummation of an Offer to Purchase pursuant to the covenant “—Covenants—Limitations on Assets Sales” shall cease to be Trust Monies; or

(2)received by the Collateral Agent as proceeds of any sale or other disposition of all or any part of the Collateral by or on behalf of the Collateral Agent or any collection, recovery, receipt, appropriation or other realization of or from all or any part of the Collateral pursuant to the Indenture or any of the Security Documents;

provided, however, that Trust Monies shall in no event include (i) any property deposited with the Trustee for any redemption, legal defeasance or covenant defeasance of notes, for the satisfaction and discharge of the Indenture or to pay the purchase price of the notes and any Permitted Additional Pari Passu Obligations pursuant to an Offer to Purchase in accordance with the terms of the Indenture, (ii) any cash received or applicable by the Trustee in payment of its fees and expenses or, (iii) prior to the Discharge of ABL Obligations, any amounts attributable to ABL Priority Collateral.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Closing Date.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Unrestricted Subsidiary” means (1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and (2) any Subsidiary

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of an Unrestricted Subsidiary. The Board of Directors may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any Equity Interests of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary; provided that (A) any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an “incurrence” of such Indebtedness and an “Investment” by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation; (B) either (I) the Subsidiary to be so designated has total assets of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the “Limitation on Restricted Payments” covenant and (C) if applicable, the incurrence of Indebtedness and the Investment referred to in clause (A) of this proviso would be permitted under the “Limitation on Indebtedness” and “Limitation on Restricted Payments” covenants. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of the Indenture. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the Stated Maturity of the notes, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

“Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding capital stock of such Subsidiary (other than any director’s qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person.

Book-Entry Delivery and Form

Except as described below, the new notes will be initially represented by one or more global bonds (“Global Bonds”) in fully registered form without interest coupons. The Global Bonds will be deposited with the Trustee, as custodian for DTC, and DTC or its nominee will initially be the sole registered holder of the new notes for all purposes under the Indenture. We expect that, pursuant to procedures established by DTC, (i) upon the issuance of Global Bonds, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Bonds to the respective accounts of persons who have accounts with such depositary, and (ii) ownership of beneficial interests in the Global Bonds will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Ownership of beneficial interests in the Global Bonds will be limited to persons who have accounts with DTC (“participants”) or persons who hold interests through participants. Holders of new notes may hold their interests in the Global Bonds directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.

So long as DTC, or its nominee, is the registered owner or holder of the Global Bonds, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the new notes represented by such Global Bonds for all purposes under the Indenture. No beneficial owner of an interest in the Global Bonds will be able to transfer that interest except in accordance with DTC’s procedures, in addition to those provided for under the Indenture with respect to the new notes.

Payments of the principal of, premium (if any) and interest on the Global Bonds will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the Company, the Trustee, nor any paying agent will have any responsibility or liability for any aspect of the records relating to such beneficial ownership interest.

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We expect that DTC or its nominee, upon receipt of any payment of principal, premium (if any), or interest on the Global Bonds, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Bonds as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Bonds held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way through DTC’s same-day funds system in accordance with DTC rules and will be settled in same-day funds.

So long as DTC or its nominee is the registered owner or holder of such Global Bonds, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the new notes represented by such Global Bonds for the purposes of receiving payment on the new notes, receiving notices and for all other purposes under the Indenture and the new notes. Beneficial interests in the Global Bonds will be evidenced only by, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except as provided below, owners of beneficial interests in a Global Bond will not be entitled to receive physical delivery of certificated new notes in definitive form and will not be considered the holders of such Global Bond for any purposes under the Indenture. Accordingly, each person owning a beneficial interest in a Global Bond must rely on the procedures of DTC and, if such person is not a participant, on the procedures of the participant through which such person owns its interests, to exercise any rights of a holder of new notes under the Indenture. We understand that under existing industry practices, in the event that we request any action of holders of new notes or that an owner of a beneficial interest in a Global Bond desires to give or take any action that a holder of new notes is entitled to give or take under the Indenture, DTC would authorize the participants holding the relevant beneficial interest to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of the beneficial owners owning through them.

DTC has advised us that it will take any action permitted to be taken by a holder of new notes only at the direction of one or more participants to whose account the DTC interests in the Global Bonds are credited and only in respect of such portion of the aggregate principal amounts of new notes as to which such participant or participants has or have been given such direction.

DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies, and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Bonds among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither us nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Securities

New notes will be issued in physical form and delivered to each person that DTC identifies as a beneficial owner of the related new notes only if (i) DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Bonds and we thereupon fail to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act, (ii) we, at our option, notify the Trustee in writing that we elect to cause the issuance of new notes in certificated form or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the new notes. Upon any such exchange, certificated new notes shall be registered in the names of the beneficial owners of the Global Bonds, which names shall be provided by DTC’s relevant participants (as identified by DTC) to the Trustee.

Registration Rights

We are making the exchange offer to satisfy your registration rights, as a holder of the old notes. The following description of certain material provisions of the registration rights agreement is a summary only. Because this section is a

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summary, it does not describe every aspect of the registration rights agreement. This summary is subject to and qualified in its entirety by reference to all the provisions of the registration rights agreement, a copy of which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.

Pursuant to the registration rights agreement, we agreed, for the benefit of the holders of the old notes, at our cost to:

• use our reasonable best efforts to file a registration statement for new notes with identical terms to the old notes except that the new notes will not contain terms with respect to transfer restrictions and registration rights and will not provide for the payment of additional interest under the circumstances described below;

• use our reasonable best efforts to cause the exchange offer registration statement to be declared effective and to remain effective until the closing of the exchange offer; and

• use our reasonable best efforts to cause the exchange offer to be consummated not later than 60 days following the effectiveness of the exchange offer registration statement.

Shelf Registration

If:

(1) we determine that we are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or applicable interpretations of the staff of the SEC;

(2) the exchange offer is not consummated, for any other reason, within 365 days of February 5, 2013 (February 5, 2014) we will, in addition to or instead of effecting the registration of the new notes pursuant to the exchange offer registration statement, as the case may be;

(3) under certain circumstances, the Initial Purchasers may request; or

(4) any holder of old notes (other than the Initial Purchasers) is not eligible to participate in the exchange offer,

we will

(1) as promptly as practicable, file with the SEC a shelf registration statement covering resales of the old notes;

(2) use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act; and

(3) use our reasonable best efforts to keep the shelf registration statement effective until the earlier of (a) two years after the Closing Date, and (2) such shorter period of time that will terminate when all of the securities covered by such registration statement have been sold.

We will, in the event of the filing of a shelf registration statement, provide to each holder of old notes that are covered by the shelf registration statement copies of the prospectus that is a part of the shelf registration statement and notify each holder when the shelf registration statement has become effective. A holder of old notes that sells the old notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus, to deliver information to be used in connection with the shelf registration, and to deliver a prospectus to purchasers, will be subject to the civil liability provisions under the Securities Act in connection with the sales and will be bound by the provisions of the registration rights agreement that are applicable to the holder, including indemnification obligations.

Additional Interest

If the exchange offer is not consummated by February 5, 2014, or, if applicable, a shelf registration statement is not declared effective on or prior to 120 days after any obligation to file a shelf registration statement arises or such shelf registration statement ceases to be effective at any time during the shelf registration period, then additional interest will accrue on the principal amount of the notes at a rate of 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.0% per annum thereafter, until(i) the exchange offer is completed, (ii) the shelf registration statement is declared effective or, if such shelf registration statement ceased to be effective, again becomes effective or (iii) February 5, 2015.

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Governing Law

The registration rights agreement is governed by, and construed in accordance with, the laws of the State of New York.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The exchange of an old note for a new note pursuant to the exchange offer will not constitute a "significant modification" of the old note for U.S. federal income tax purposes and, accordingly, the new note received will be treated as a continuation of the old note in the hands of such holder. As a result, there will be no U.S. federal income tax consequences to a holder who exchanges an old note for a new note pursuant to the exchange offer and any such holder will have the same adjusted tax basis and holding period in the new note as it had in the old note immediately before the exchange. A holder who does not exchange its old notes for new notes pursuant to the exchange offer will not recognize any gain or loss, for U.S. federal income tax purposes, upon consummation of the exchange offer.

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those bonds. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer for resales of new notes received in exchange for Restricted Bonds that had been acquired as a result of market-making or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus, as it may be amended or supplemented, available to any broker-dealer for use in connection with any such resale.

Notwithstanding the foregoing, we are entitled under the registration rights agreement to suspend the use of this prospectus by broker-dealers under specified circumstances.

If we suspend the use of this prospectus, the 180-day period referred to above will be extended by a number of days equal to the period of the suspension.

We will not receive any proceeds from any sale of new notes by broker-dealers. new notes received by broker-dealers for their own account under the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on those bonds or a combination of those methods, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the selling broker-dealer or the purchasers of the new notes. Any broker-dealer that resells new notes received by it for its own account under the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of new notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to be admitting that it is an “underwriter” within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of its Restricted Bonds directly from us:

• may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co., Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

• must also be named as a selling bondholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

We have agreed to pay all expenses incidental to the exchange offer other than commissions and concessions of any broker or dealer and will indemnify holders of the new notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act or contribute to payments that they may be required to make in request thereof.

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LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon for us by Taft Stettinius & Hollister LLP, Cincinnati, Ohio.

EXPERTS

The financial statements incorporated in this Prospectus by reference to Chiquita Brands International, Inc.’s Current Report on Form 8-K dated December 23, 2013 and the financial statement schedules and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Assessment of the Company’s Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K of Chiquita Brands International, Inc. for the year ended December 31, 2012 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

Each person receiving this registration statement acknowledges that he has been afforded an opportunity to request from us, and to review, and has received, all information considered by him to be necessary to consider whether or not to purchase the notes offered hereby. We will provide, without charge, to each person to whom this registration statement is delivered, upon that person’s written or oral request, a copy of the indenture and/or any other agreement or document related to the notes offered hereby. Any such request should be delivered to:

Chiquita Brands International, Inc.
550 South Caldwell Street
Charlotte, North Carolina 28202
Attention: Investor Relations
Telephone: (980) 636-5000

INCORPORATION BY REFERENCE

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read and copy any reports or other information that we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room in Washington D.C. and other locations. Our SEC filings are also available to the public from commercial documents retrieval services and at the SEC’s website (www.sec.gov). You may also inspect information that we file with the NYSE at the offices of the NYSE at 20 Broad Street, New York, NY 10005.

The SEC allows us to “incorporate by reference” the information that we file with the SEC into this prospectus. This means that we can disclose important information to you by referring you to other documents filed separately with the SEC, including our annual, quarterly and current reports. The information incorporated by reference is considered to be a part of this prospectus, except for any information that is modified or superseded by information contained in this prospectus or any other subsequently filed document. The information incorporated by reference is an important part of this prospectus and any accompanying prospectus supplement. All documents filed (but not those that are furnished, unless expressly stated otherwise) by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the initial filing of the registration statement, whether before or after it is declared effective, and prior to the termination of the offering of the securities will be incorporated by reference into this prospectus and will automatically update and supersede the information in this prospectus, any accompanying prospectus supplement and any previously filed document.

The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus:

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• Our annual report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 18, 2013 and Form 10-K/A filed with the SEC on June 27, 2013;

• Our quarterly reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013 filed with the SEC on May 10, 2013, August 8, 2013 and November 7, 2013, respectively;

• Our current reports on Form 8-K filed with the SEC on December 23, 2013; and

• the portions of our Definitive Proxy Statement on Schedule 14A incorporated by reference into our Annual Report for the year ended December 31, 2012, which we filed with the SEC on April 12, 2013.

We also incorporate by reference any filings made with the SEC in accordance with Sections 13(a), 13(c) 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K) on or after the date of this registration statement.

All documents that we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this exchange offer will be deemed to be incorporated by reference into this prospectus from the date of filing of such documents. These documents are or will be available for inspection or copying at the locations identified above under the caption “Available Information.”

Any statement contained in a document incorporated or considered to be incorporated by reference in this prospectus shall be considered to be modified or superseded for purposes of this prospectus to the extent that a statement in this prospectus or in any subsequently filed document that is or is considered to be incorporated by reference modifies or supersedes such statement. Any statement that is modified or superseded shall not, except as so modified or superseded, constitute a part of this prospectus.

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Offer to Exchange $425,000,000 Aggregate Principal Amount of 7.875% Senior Secured Notes due 2021 that have been registered under the Securities Act of 1933 for Outstanding 7.875% Senior Secured Notes due 2021 of

Chiquita Brands International, Inc.

Chiquita Brands L.L.C.

Dated [ ], 2014

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Chiquita Brands International, Inc.

The New Jersey Business Corporation Act provides that a New Jersey corporation has the power to indemnify a director or officer against his or her expenses and liabilities in connection with any proceeding involving the director or officer by reason of his or her being or having been such a director or officer, other than a proceeding by or in the right of the corporation, if such a director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and with respect to any criminal proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful.

The indemnification and advancement of expenses shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a director or officer may be entitled under a certificate of incorporation, by-law, agreement, vote of shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the corporation or its shareholders, (b) were not in good faith or involved a knowing violation of law, or (c) resulted in receipt by the director or officer of an improper personal benefit.

Article Nine of the registrant’s Third Restated Certificate of Incorporation (the “Certificate”) provides directors and officers with the right to indemnification and advancement of expenses to the fullest extent not prohibited by the New Jersey Business Corporation Act. Directors and officers of the registrant are indemnified generally against expenses and liabilities incurred in connection with any proceedings, including proceedings by or on behalf of the registrant, relating to their service to or at the request of the registrant. However, no indemnification may be made if a final adjudication establishes that a person’s acts or omissions (a) breached the person’s duty of loyalty to the registrant or its shareholders, (b) were not in good faith or involved a knowing violation of the law, or (c) resulted in receipt by the person of an improper personal benefit. Article Nine of the Certificate also limits the liability of the registrant’s directors and officers, to the fullest extent permitted by the New Jersey Business Corporation Act, to the registrant or its shareholders for monetary damages for breach of any duty, except in the situations set forth in (a) through (c) above.

In addition, the registrant has obtained liability insurance coverage for its directors and officers, which insures against liabilities that directors and officers may incur while acting in such capacities. These policies contain standard exclusions and endorsements.

The Delaware Limited Liability Companies

Delaware Limited Liability Company Act. Section 18-303(a) of the Delaware Limited Liability Company Act ("DLLCA") provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Chiquita Brands L.L.C.

The Certificate of Formation of Chiquita Brands L.L.C. does not contain any provision regarding the indemnification of managers, directors or officers. In addition to any rights acquired by any statute, agreement or vote of the managers, its Bylaws provide for indemnification of managers and officers unless any liability results from (i) any act or omission of such person that involves actual fraud or willful misconduct or (ii) any transaction from which such person derived improper personal benefit.

Chiquita Fresh North America L.L.C.,

The Certificate of Formation of Chiquita Fresh North America L.L.C. does not contain any provision regarding the indemnification of managers, directors or officers. In addition to any rights acquired by any statute, agreement or vote of the managers, its operating agreement provides for indemnification of managers and officers unless any liability results from (i) any act or omission of such person that involves actual fraud or willful misconduct or (ii) any transaction from which such person derived improper personal benefit.

The Delaware Corporations

Delaware General Corporation Law. Under the Section 145 of the Delaware General Corporation Law ("DGCL"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person in fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain

insurance against liabilities asserted against any former or current, director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

BC Systems, Inc., Fresh Express Incorporated, and Transfresh Corporation

The Certificates of Incorporation of the above corporations do not contain provisions regarding the indemnification of directors or officers. In addition to any rights acquired by any statute, agreement or vote of the stockholders or disinterested directors, the Bylaws of the above corporations provide for indemnification of officers and directors to the extent permitted by the Delaware General Corporation Law.

CB Containers, Inc. and Fresh International Corp.

In addition to any rights acquired by any statute, agreement or vote of the stockholders or disinterested directors, the Certificate of Incorporation and Bylaws of the above referenced corporations provide for indemnification of officers and directors to the extent permitted by the Delaware General Corporation Law.

The Pennsylvania Limited Liability Company

Pennsylvania Limited Liability Company Law. Under Section 8945 of Pennsylvania's Limited Liability Company Law of 1994 (the "PLLCA"), subject to such standards and restrictions, if any, as are set forth in the operating agreement, a limited liability company may and shall have the power to indemnify and hold harmless any member or manager from and against any and all claims and demands whatsoever, except in any case where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The certificate of organization or operating agreement may not provide for indemnification in the case of willful misconduct or recklessness. Indemnification may be granted for any action taken and may be made whether or not the company would have the power to indemnify the person under any other provision of law except as provided in Section 8945 and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the company. Under the PLLCA, such indemnification is declared to be consistent with the public policy of the Commonwealth of Pennsylvania.

V.F. Transportation, L.L.C.

The Certificate of Formation of V.F. Transportation, L.L.C. does not contain provisions regarding the indemnification of managers. Its Operating Agreement provides for indemnification of managers with respect to company matters, except for fraud, gross negligence, or an intentional breach of the Operating Agreement.

The Pennsylvania Corporation

Pennsylvania Business Corporation Law. Pursuant to Sections 1741-1743 of the Pennsylvania Business Corporation Law ("PABCL"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that

person shall have been adjudged to be liable for negligence or misconduct in performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person in fairly and reasonably entitled to indemnification for such expenses which the court of common pleas or such other court shall deem proper. A Pennsylvania corporation is required to indemnify a director or officer against expenses actually and reasonably incurred to the extent that the director or officer is successful in defending a lawsuit brought against him or her by reason of the fact that the director or officer is or was a director or officer of the corporation.

Section 1746 of the PABCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, any by-law provision, provided that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Verdelli Farms Inc.

The Certificate of Incorporation of Verdelli Farms Inc. does not contain provisions regarding the indemnification of directors or officers. In addition to any rights acquired by any statute, agreement or vote of the shareholders or directors, its Bylaws provide for indemnification of officers and directors to the extent permitted by the PABCL.

Item 21. Exhibits and Financial Statement Schedules.

Exhibits. See Index of Exhibits for a listing of all exhibits to this Registration Statement. In reviewing the agreements included as exhibits to this Registration Statement, please remember they are included to provide readers with information regarding their terms and are not intended to provide any other factual or disclosure information about any of the parties to the agreements. Agreements included as exhibits may contain representations and warranties by one or more of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

• may apply standards of materiality in a way that is different from what may be viewed as material to investors; and

• were made only as of the date of the agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

* * * * * *

Item 22. Undertakings.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 23rd day of December, 2013.

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/ Edward F. Lonergan
	Name: Edward F. Lonergan
	Title: Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Rick P. Frier and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended) and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ Edward F. Lonergan	Chief Executive Officer and Director (Principal Executive Officer)	December 23, 2013
Edward F. Lonergan
/s/ Rick P. Frier	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	December 23, 2013
Rick P. Frier
/s/ Joseph B. Johnson	Vice President and Chief Accounting Officer (Principal Accounting Officer)	December 23, 2013
Joseph B. Johnson
/s/ Kerrii B. Anderson	Chairwoman of the Board	December 23, 2013
Kerrii B. Anderson
/s/ Howard W. Barker, Jr.	Director	December 23, 2013
Howard W. Barker, Jr.
/s/ Dr. Clare M. Hasler-Lewis	Director	December 23, 2013
Dr. Clare M. Hasler-Lewis
/s/ Craig E. Huss	Director	December 23, 2013
Craig E. Huss
/s/ Jeffrey N. Simmons	Director	December 23, 2013
Jeffrey N. Simmons
/s/ Steven P. Stanbrook	Director	December 23, 2013
Steven P. Stanbrook
/s/ Ronald V. Waters III	Director	December 23, 2013
Ronald V. Waters III

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 23rd day of December, 2013.

CHIQUITA BRANDS L.L.C.
By:	/s/ Edward F. Lonergan
	Name: Edward F. Lonergan
	Title: President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Rick P. Frier and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended) and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ Edward F. Lonergan	President and Chief Executive Officer	December 23, 2013
Edward F. Lonergan
/s/ Rick P. Frier	Senior Vice President and Chief Financial Officer	December 23, 2013
Rick P. Frier
/s/ Joseph B. Johnson	Manager	December 23, 2013
Joseph B. Johnson
/s/ Brian W. Kocher	Manager	December 23, 2013
Brian W. Kocher
/s/ R. Christopher Dugan	Manager	December 23, 2013
R. Christopher Dugan

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 23rd day of December, 2013.

BC SYSTEMS, INC.
By:	/s/ Joseph B. Johnson
	Name: Joseph B. Johnson
	Title: Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Rick P. Frier and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended) and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ Christopher D. Hill	President and Director	December 23, 2013
Christopher D. Hill
/s/ Rick P. Frier	Vice President	December 23, 2013
Rick P. Frier
/s/ Joseph B. Johnson	Vice President, Treasurer and Director	December 23, 2013
Joseph B. Johnson
/s/ Brian W. Kocher	Director	December 23, 2013
Brian W. Kocher

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 23rd day of December, 2013.

CB CONTAINERS, INC.
By:	/s/ Joseph B. Johnson
	Name: Joseph B. Johnson
	Title: Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Rick P. Frier and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended) and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ Mario Pacheco	President and Director	December 23, 2013
Mario Pacheco
/s/ Rick P. Frier	Vice President	December 23, 2013
Rick P. Frier
/s/ Joseph B. Johnson	Vice President, Treasurer and Director	December 23, 2013
Joseph B. Johnson
/s/ Brian W. Kocher	Vice President and Director	December 23, 2013
Brian W. Kocher

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 23rd day of December, 2013.

CHIQUITA FRESH NORTH AMERICA L.L.C.
By:	/s/ Joseph B. Johnson
	Name: Joseph B. Johnson
	Title: Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Rick P. Frier and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended) and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ R. Christopher Dugan	President and Manager	December 23, 2013
R. Christopher Dugan
/s/ Rick P. Frier	Vice President	December 23, 2013
Rick P. Frier
/s/ Joseph B. Johnson	Vice President, Treasurer and Manager	December 23, 2013
Joseph B. Johnson
/s/ Brian W. Kocher	Vice President and Manager	December 23, 2013
Brian W. Kocher

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 23rd day of December, 2013.

FRESH EXPRESS INCORPORATED
By:	/s/ Joseph B. Johnson
	Name: Joseph B. Johnson
	Title: Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Rick P. Frier and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended) and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ Christopher D. Hill	President and Director	December 23, 2013
Christopher D. Hill
/s/ Rick P. Frier	Vice President	December 23, 2013
Rick P. Frier
/s/ Joseph B. Johnson	Vice President, Treasurer and Director	December 23, 2013
Joseph B. Johnson
/s/ Brian W. Kocher	Vice President and Director	December 23, 2013
Brian W. Kocher

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 23rd day of December, 2013.

FRESH INTERNATIONAL CORP.
By:	/s/ Joseph B. Johnson
	Name: Joseph B. Johnson
	Title: Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Rick P. Frier and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended) and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ Christopher D. Hill	President and Director	December 23, 2013
Christopher D. Hill
/s/ Rick P. Frier	Vice President	December 23, 2013
Rick P. Frier
/s/ Joseph B. Johnson	Vice President, Treasurer and Director	December 23, 2013
Joseph B. Johnson
/s/ Brian W. Kocher	Vice President and Director	December 23, 2013
Brian W. Kocher

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 23rd day of December, 2013.

TRANSFRESH CORPORATION
By:	/s/ Joseph B. Johnson
	Name: Joseph B. Johnson
	Title: Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Rick P. Frier and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended) and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ Christopher D. Hill	President and Director	December 23, 2013
Christopher D. Hill
/s/ Rick P. Frier	Vice President	December 23, 2013
Rick P. Frier
/s/ Joseph B. Johnson	Vice President, Treasurer and Director	December 23, 2013
Joseph B. Johnson
/s/ Brian W. Kocher	Vice President and Director	December 23, 2013
Brian W. Kocher

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 23rd day of December, 2013.

VERDELLI FARMS, INC. V.F. TRANSPORTATION, L.L.C.
By:	/s/ Joseph B. Johnson
	Name: Joseph B. Johnson
	Title: Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Rick P. Frier and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended) and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date
/s/ Christopher D. Hill	President and Director	December 23, 2013
Christopher D. Hill
/s/ Rick P. Frier	Vice President	December 23, 2013
Rick P. Frier
/s/ Joseph B. Johnson	Vice President, Treasurer and Director	December 23, 2013
Joseph B. Johnson
/s/ Brian W. Kocher	Vice President and Director	December 23, 2013
Brian W. Kocher

EXHIBIT INDEX

Index of Exhibits

As explained in more detail in Item 21, readers should note that exhibits are included to provide information about the terms of the agreements and are not intended to provide information about the parties to those agreements

Exhibit Number	Description
*3.1	Third Restated Certificate of Incorporation (Exhibit 1 to Form 8-A filed March 12, 2002)
*3.2	Restated Bylaws, as amended through September 21, 2007. (Exhibit 3.1 to Current Report on Form 8-K filed September 27, 2007)
3.3	Certificate of Formation of Chiquita Brands L.L.C.
3.4	Operating Agreement and Bylaws of Chiquita Brands L.L.C.
3.5	Certificate of Formation of Chiquita Fresh North America L.L.C.
3.6	Operating Agreement of Chiquita Fresh North America L.L.C.
3.7	Certificate of Incorporation of CB Containers, Inc.
3.8	Bylaws of CB Containers, Inc.
3.9	Certificate of Incorporation of Fresh International Corp.
3.10	Bylaws of Fresh International Corp.
3.11	Certificate of Incorporation of Fresh Express Incorporated
3.12	Bylaws of Fresh Express Incorporated
3.13	Certificate of Incorporation of BC Systems, Inc.
3.14	Bylaws of BC Systems, Inc.
3.15	Certificate of Incorporation of Transfresh Corporation
3.16	Bylaws of Transfresh Corporation

3.17	Certificate of Incorporation of Verdelli Farms, Inc.
3.18	Bylaws of Verdelli Farms, Inc.
3.19	Certificate of Formation of V.F. Transportation, L.L.C.
3.20	Operating Agreement of V.F. Transportation, L.L.C.
*4.1	Indenture, dated as of February 5, 2013 between the Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to $425 million aggregate principal amount of 7.875% Senior Notes due 2021 (Exhibit 4.1 to Current Report on Form 8-K filed February 8, 2013)
*4.2	Registration Rights Agreement, dated as of February 5, 2013 between the Issuers, the guarantors named therein and Merrill Lynch, Pierce Fenner & Smith, Incorporated, as representative of the Initial Purchasers of the Company’s 7.875% Senior Notes due 2021 (Exhibit 4.2 to Current Report on Form 8-K filed February 8, 2013)
4.3	Security Agreement, dated as of February 5, 2013 between the Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee
4.4	Intercreditor Agreement, dated as of February 5, 2013 between the Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee
5	Opinion of Taft Stettinius & Hollister LLP
*10.1	Credit Agreement dated as of February 5 , 2013, among Chiquita Brands International, Inc., Chiquita Brands L.L.C., certain financial institutions as lenders, and Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer, swing line lender, lead arranger and bookrunner (Exhibit 10.1 to Current Report on Form 8-K filed February 8, 2013)
12	Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
23.2	Consent of PricewaterhouseCoopers Audit SA, Independent Accountants, relating to financial statements of Danone Chiquita Fruits SAS
23.3	Consent of Taft Stettinius & Hollister LLP (incorporated in Exhibit 5.1)
24	Powers of Attorney (included in signature pages)
25	Statement of Eligibility of Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Letter to Clients
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

* Incorporated by reference.

EX-3.3

Exhibit 3.3

CERTIFICATE OF FORMATION

OF

CHIQUITA BRANDS L.L.C.

This Certificate of Formation is being executed as of December 9, 2003 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del.C. §§ 18-101 etseq. (the “Delaware LLC Act”).

The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows:

1.Name. The name of the limited liability company is Chiquita Brands L.L.C. (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

3.Conversion. The Company has been converted to a Delaware limited liability company pursuant to Section 18-214 of the Delaware LLC Act. The Company constitutes a continuation of the existence of the converted other entity in the form of a Delaware limited liability company.

4.Effective Time. This Certificate shall be effective at 12:01 a.m. on January 2, 2004.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

/s/ Joseph W. Bradley

____________________________________

An Authorized Person

Type or Print Name: Joseph W. Bradley

EX-3.4

Exhibit 3.4

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHIQUITA BRANDS L.L.C.

(as amended through January 31, 2013)

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of (i) effectuating the conversion of Chiquita Brands, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del.C. §§ 18‑101 et seq. (the “Delaware Act”).

1.    Name; Formation. The name of the Company shall be Chiquita Brands L.L.C., or such other name as the Board of Managers may from time to time hereafter designate. The Company constitutes a continuation of the existence the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Delaware Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Delaware Act, the existence of the Company is deemed to have commenced on December 19, 1986, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2.    Definitions; Rules of Construction. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Board of Managers” means the board of managers designated in Section 8 hereof.

“Bylaws” shall mean the Bylaws of the Company as amended from time to time.

“Capital Contribution” means, with respect to any Member, the amount of capital contributed by such Member to the Company in accordance with Section 9 hereof.

“Certificate” means a certificate substantially in the form of Exhibit B to this Agreement issued by the Company that evidences an Interest in the Company.

“Initial Member” means Chiquita Brands International, Inc.

“Interest” means the ownership interest of a Member in the Company (which shall be considered personal property for all purposes), consisting of (i) such Member’s Percentage Interest in profits, losses, allocations and distributions, (ii) such Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act and (iii) such Member’s other rights and privileges as provided herein or in the Delaware Act.

“Manager” means a member of the Board of Managers as designated in, or selected pursuant to, Section 8 hereof.

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“Members” means the Initial Member and all other persons or entities admitted as additional or substituted Members pursuant to this Agreement, so long as they remain Members. Reference to a “Member” means any one of the Members.

“Majority in Interest of the Members” means Members whose Percentage Interests aggregate to greater than fifty percent of the Percentage Interests of all Members.

“Percentage Interest” means a Member’s share of the profits and losses of the Company and the Member’s percentage right to receive distributions of the Company’s assets. The Percentage Interest of each Member shall initially be the percentage set forth opposite such member’s name on Schedule I hereto, as such Schedule shall be amended from time to time in accordance with the provisions hereof. The combined Percentage Interest of all members shall at all times equal 100%.

Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words “hereof,” “herein,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof.

3.    Purpose. The purpose of the Company shall be to engage in any lawful business or activity that may be engaged in by a limited liability company organized under the Delaware Act, as such businesses or other activities may be determined by the Board of Managers from time to time.

4.    Offices.

(a)The principal office of the Company, and such additional offices as the Board of Managers may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Board of Managers may designate from time to time.

(b)    The registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

5.    Members. The name and business, mailing or residence address of each member of the Company are as set forth on Schedule I attached hereto, as the same may be amended from time to time.

6.    Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 15 of this Agreement.

7.Bylaws. The initial Bylaws of the Company are attached hereto as Exhibit A and are hereby adopted and approved by the members.

8. Management of the Company.

(a)    Subject to the delegation of rights and powers as provided for herein and in the Bylaws, the Board of Managers shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Member, by reason of its status as such, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by the Members. At any time that there is only one Member, any and all action provided for

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herein or in the Bylaws to be taken or approved by the “Members” shall be taken or approved by the sole Member.

(b)    The officers of the Company shall be, and shall be elected, removed and perform such functions, as are provided in the Bylaws. The Board of Managers may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Managers may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Managers may from time to time deem appropriate in its sole discretion.

(c)    Except as otherwise provided by the Board of Managers or in the Bylaws, when the taking of such action has been authorized by the Board of Managers, any Manager or officer of the Company, or any other person specifically authorized by the Board of Managers, may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act.

(d)    The Board of Managers shall have between one and four Managers or such other number as the Board of Managers shall determine. The Board of Managers shall initially be composed of the following individuals:

Joseph W. Bradley

Cyrus F. Freidheim, Jr.

Robert F. Kistinger

Robert W. Olson

Vacancies on the Board of Managers from whatever cause shall be filled by the remaining Managers, or if there be none, by a vote of a Majority in Interest of the Members. Managers shall serve until they resign, die, become incapacitated or are removed. Managers can be removed with or without cause by a vote of a Majority in Interest of the Members. Determinations to be made by the Managers in connection with the conduct of the business of the Company shall be made in the manner provided in the Bylaws, unless otherwise specifically provided herein.

9.    Capital Contributions; Capital Accounts; Administrative Matters; Certificates.

(a)    The Initial Member has contributed to the Company the cash or other property identified on Schedule I hereto. Except as otherwise agreed by all Members, the Initial Member shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Members, acting unanimously, at the time of each such admission.

(b)    A single, separate capital account shall be maintained for each Member. Each Member’s capital account shall be credited with the amount of money and the fair market value of property (net of any liabilities secured by such contributed property that the Company assumes or takes subject to) contributed by that Member to the Company; the amount of any Company liabilities assumed by such member (other than in connection with a distribution of Company property), and such Member’s distributive share of Company profits (including tax exempt income). Each Member’s capital account shall be debited with the amount of money and the fair market value of property (net of any liabilities that such Member assumes or takes subject to) distributed to such Member; the amount of any liabilities of such Member assumed by the Company (other than in connection with a contribution); and such Member’s distributive share of

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Company losses (including items that may be neither deducted nor capitalized for federal income tax purposes).

(c)    Notwithstanding any provision of this Agreement to the contrary, each Member’s capital account shall be maintained and adjusted in accordance with the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the regulations thereunder (the “Regulations”), including, without limitation, (x) the adjustments permitted or required by Internal Revenue Code Sections 704(b) and, to the extent applicable, the principles expressed in Internal Revenue Code Section 704(c) and (y) adjustments required to maintain capital accounts in accordance with the “substantial economic effect test” set forth in the Regulations under Internal Revenue Code Section 704(b).

(d)    Any Member, including any substitute Member, who shall receive an Interest (or whose interest shall be increased) by means of a transfer to him of all or a part of the Interest of another Member, shall have a capital account that reflects the capital account associated with the transferred Interest (or the applicable percentage thereof in case of a transfer of a part of an Interest).

(e)    The fiscal year of the Company shall be a calendar year. The books and records of the Company shall be maintained in accordance with generally accepted accounting principles and Section 704(b) of the Internal Revenue Code and the Regulations.

(f)    Each Member’s Interest in the Company shall be evidenced by a Certificate. Each Certificate shall be executed by the President or any Vice President and the Secretary or any Assistant Secretary (or other persons designated by the Board of Managers or in the Bylaws).

(g)    The Company shall keep or cause to be kept a register in which, subject to such regulations as the Board of Managers may adopt, the Company will provide for the registration of Interests and the registration of transfers of Interests. The Board of Managers shall maintain such register and provide for such registration. Upon surrender for registration of transfer of any Certificate, and subject to the further provisions of this Section 9(g) and the limitations on transfer contained elsewhere in this Agreement or in the Bylaws, the Company will cause the execution, in the name of the registered holder or the designated transferee, of one or more new Certificates, evidencing the same aggregate Percentage Interest as did the Certificate surrendered. Every Certificate surrendered for registration of transfer shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Board of Managers duly executed, by the registered holder thereof or such holder’s authorized attorney.

(h)    The Company shall issue a new Certificate in place of any Certificate previously issued if the record holder of the Certificate (i) makes proof by affidavit, in form and substance satisfactory to the Board of Managers, that a previously issued Certificate has been lost, destroyed or stolen, (ii) requests the issuance of a new Certificate before the Company has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim, (ii) if requested by the Board of Managers, delivers to the Company a bond, in form and substance satisfactory to the Board of Managers, with such surety or sureties and with fixed or open liability as the Board of Managers may direct, to indemnify the Company, as registrar, against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate, and (iv) satisfies any other reasonable requirements imposed by the Board of Managers.

(i)    An Interest in the Company evidenced by a Certificate shall constitute a security for all purposes of Article 8 of the Uniform Commercial Code promulgated by the National Conference of Commissioners on Uniform State Laws, as in effect in Delaware or any other applicable jurisdiction. Delaware law shall constitute the local law of the Company’s jurisdiction in its capacity as the issuer of Interests. Each Certificate shall contain the following provisions: “This Certificate constitutes a security for all purposes of Article 8 of the Uniform Commercial Code promulgated by the National Conference of

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Commissioners on Uniform State Laws, as in effect in Delaware or any other applicable jurisdiction. Delaware law shall constitute the local law of the Company’s jurisdiction in its capacity as the issuer of Interest.”

(j)    Any Member, or any assignee who becomes a Member, shall not cease to be a Member upon the occurrence of any of the events set forth in Section 18-304 of the Delaware Act with respect to such Member and shall continue to be a Member until such time as such Member’s Interest is effectively assigned or transferred or such Member otherwise resigns from the Company in accordance with the terms of this Agreement.

10.    Assignments of Company Interest.

(a)    No Member may sell, assign, pledge or otherwise transfer or encumber (collectively “transfer”) all or any part of its interest in the Company, and no transferee of all or any part of the interest of a Member shall be admitted as a substituted Member, without, in either event, having obtained the prior written consent of all other Members.

(b)    The Board of Managers shall amend Schedule I hereto from time to time to reflect transfers made in accordance with, and as permitted under, this Section 10. Any purported transfer in violation of this Section 10 shall be null and void and shall not be recognized by the Company.

11.    Resignation. No Member shall have the right to resign from the Company except with the consent of all of the other Members and upon such terms and conditions as may be specifically agreed upon between such other Members and the resigning Member. The provisions hereof with respect to distributions upon resignation are exclusive and no Member shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Delaware Act or otherwise.

12.    Additional Members. The Members, acting unanimously, shall have the right to admit additional Members upon such terms and conditions, at such time or times, and for such Capital Contributions as shall be determined by all of the Members; and in connection with any such admission, the Board of Managers shall amend Schedule I hereof to reflect the name, address and Capital Contribution for the additional Member and any agreed upon changes in Percentage Interests.

13.    Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board of Managers may determine. Distributions shall be made to (and profits and losses shall be allocated among) Members prorata in accordance with their respective Percentage Interests.

14.    Return of Capital. No Member or Manager shall have any liability for the return of any Member’s Capital Contribution which Capital Contribution shall be payable solely from the assets of the Company at the absolute discretion of the Board of Managers, subject to the requirements of the Delaware Act.

15.    Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)    The determination of all of the Members to dissolve the Company; or

(b)    The occurrence of any event causing a dissolution of the Company under Section 18-801 of the Delaware Act, unless the Company is continued as permitted under the Delaware Act.

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16.    Winding Up of the Company. If the Company is dissolved pursuant to Section 15 hereof, its affairs shall be wound up and the assets of the Company liquidated and the proceeds distributed, all as provided in the Delaware Act.

17.    Limitation on Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member, Manager or officer of the Company shall be obligated personally for any such debt, obligations or liability of the Company solely by reason of being a Member, Manager and/or officer.

18.    Standard of Care; Indemnification of Managers, Officers, Employees and Agents.

(a)    No Manager or officer of the Company shall have any personal liability whatsoever to the Company or any Member on account of such Manager’s or officer’s status as a Manager or officer or by reason of such Manager’s or officer’s act or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect any Manager or officer against any liability to the Company or the Members to which such Manager or officer would otherwise be subject by reason of (i) any acts or omission of such Manager or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Manager or officer derived improper personal benefit.

(b)    The Company shall indemnify and hold harmless each Manager and officer and the affiliates of any Manager or officer (each an “Indemnified Person”) against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation or termination of the Company, or the Indemnified Person’s acting as a Manager or officer under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnities hereunder shall survive termination of this Agreement and the dissolution of the Company. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to Members. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

(c)    The contract rights to indemnification and to the advancement of expenses conferred in this Section 18 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Managers or otherwise.

(d)    The Company may maintain insurance, at its expense, to protect itself and any Manager, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

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(e)    The Company may, to the extent authorized from time to time by the Board of Managers, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 18 with respect to the indemnification and advancement of expenses of Managers and officers of the Company.

19.    Amendments. This Agreement may be amended only upon the written consent of all Members.

20.    Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

21.    Pledgee’s Rights. Notwithstanding anything contained herein to the contrary, each Member shall be permitted to pledge or hypothecate any or all of its interests in the Company, including all economic rights, control rights, Interests, Percentage Interest and status rights as a Member, to any lenders to the Company (or any affiliate of the Company) or any agent acting on such lenders’ behalf, and any transfer of such interests pursuant to any such lenders; (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, upon a default under the financing giving rise to any pledge or hypothecation of interests in the Company, the lenders (or agent) shall have the right, as set forth in the applicable pledge or hypothecation agreement, and without further approval of any Member and without becoming a Member, to exercise the membership voting rights (including voting rights with respect to the election and removal of Managers) of the Member granting such pledge or hypothecation. Notwithstanding anything contained herein to the contrary, and without complying with any other procedures set forth in this Agreement, upon the exercise of remedies in connection with a pledge or hypothecation, (a) the lenders (or agent) or transferee of such lenders (or agent), as the case may be, shall become a Member under this Agreement and shall succeed to all of the rights and powers, including the right to participate in the management of the business and affairs of the Company, and shall be bound by all of the obligations, of a Member under this Agreement without taking any further action on the part of such lenders (or agent) or transferee, as the case may be, and (b) following such exercise of remedies, the pledging Member shall cease to be a Member and shall have no further rights or powers under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the act to the foregoing provisions of this Section. This Section may not be amended or modified so long as any of the any Member’s interests in the Company is subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent. Each recipient of a pledge or hypothecation of any Member’s interests in the Company shall be a third party beneficiary of the provisions of this Section.

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BYLAWS

OF

CHIQUITA BRANDS L.L.C.

INTRODUCTION

A.    Agreement. These Bylaws shall be subject to the Limited Liability Company Agreement, as from time to time in effect (the “Agreement”), of Chiquita Brands L.L.C., a Delaware limited liability company (the “Company”). In the event of any inconsistency between the terms hereof and the terms of the Agreement, the terms of the Agreement shall control.

B.    Definitions. Capitalized terms used herein and not herein defined are used as defined in the Agreement.

ARTICLE I

Meetings of Members

Section 1. Place of Meetings and Meetings by Telephone. Meetings of Members shall be held at any place designated by the Managers. In the absence of any such designation, meetings of Members shall be held at the principal place of business of the Company. Any meeting of the Members may be held by conference telephone or similar communication equipment so long as all Members participating in the meeting can hear one another, and all Members participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

Section 2. Call of Meetings. An annual meeting of the Members, for the election of Managers to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Managers shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Members. In addition, meetings of the Members may be called at any time by the Managers or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Members as provided herein or in the Agreement or upon any other matter as to which such vote or authority is deemed by the Managers to be necessary or desirable. Meetings of the Members to act on any matter upon which Members may vote as provided in the Agreement or the Delaware Act shall be called promptly by the Managers upon the written request of a Majority in Interest of the Members.

Section 3. Notice of Meetings of Members. All notices of meetings of Members shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted.

Section 4. Manner of Giving Notice. Notice of any meeting of Members shall be given personally or by telephone to each Member or sent by first class mail, by telegram or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Member at the address of that Member appearing on the books of the Company or given by the Member to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited

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in the mail or with a nationally recognized overnight courier, or when sent by telegram or telecopy (or similar electronic means).

Section 5. Adjourned Meeting; Notice. Any meeting of Members, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Percentage Interests represented at that meeting, either in person or by proxy. When any meeting of Members is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Managers shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

Section 6. Quorum; Voting. At any meeting of the Members, a Majority in Interest of the Members, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Members holding a higher aggregate Percentage Interest is required by the Agreement or applicable law. Except as otherwise required by the Agreement, these Bylaws or applicable law, all matters shall be determined by a Majority in Interest of the Members.

Section 7. Waiver of Notice by Consent of Absent Members. The transactions of a meeting of Members, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Members. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

Section 8. Member Action by Written Consent Without a Meeting. Except as provided in the Agreement, any action that may be taken at any meeting of Members (including any annual meeting of Members) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a Majority in Interest of the Members (or Members holding such higher aggregate Percentage Interest as is required to authorize or take such action under the terms of the Agreement, these Bylaws or applicable law). Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Member who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by a sufficient Percentage Interest of Members to take the subject action are properly delivered to the Company.

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Section 9. Record Date for Member Notice, Voting and Giving Consents.

(a)    For purposes of determining the Members entitled to vote or act at any meeting or adjournment thereof, the Managers may fix in advance a record date which shall not be greater than ninety (90) days nor fewer than ten (10) days before the date of any such meeting. If the Managers do not so fix a record date, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)    The record date for determining Members entitled to give consent to action in writing without a meeting, (i) when no prior action of the Managers has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Managers has been taken, shall be (x) such date as determined for that purpose by the Managers, which record date shall not precede the date upon which the resolution fixing it is adopted by the Managers and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Managers the record date shall be the close of business on the day on which the Managers adopt the resolution relating to that action.

(c)    Only Members of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Member who transfers all or part of such Member’s Interest after a record date (and no transferee of such Interest) shall have the right to vote or act with respect to the transferred Interest as regards the matter for which the record date was set.

Section 10. Proxies. Every Member entitled to vote or act on any matter at a meeting of Members shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Member in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Member if the Member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Member or the Member’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy purporting to be executed by the person who executed that proxy or on behalf of a Member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

ARTICLE II

Managers And Meetings Of Managers

Section 1. Powers. The powers of the Managers shall be as provided in the Agreement.

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Section 2. Number of Managers. The number of Managers shall be as provided in the Agreement.

Section 3. Vacancies. Vacancies in the authorized number of Managers may be filled as provided in the Agreement.

Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Managers may be held at any place that has been designated from time to time by resolution of the Managers. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Managers participating in the meeting can hear one another, and all Managers participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

Section 5. Regular Meetings. Regular meetings of the Managers shall be held at such times and at such places as shall be fixed by unanimous approval of the Managers. Such regular meetings may be held without notice.

Section 6. Special Meetings. Special meetings of the Managers for any purpose or purposes may be called at any time by any Manager or by the President. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Manager and sent by first-class mail, by telegram or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Manager at that Manager’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, telecopy (or similar electronic means) or overnight courier, it shall be given at least two (2) calendar days before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Manager or to a person at the office of the Manager who the person giving the notice has reason to believe will promptly communicate it to the Manager. The notice need not specify the purpose of the meeting.

Section 7. Quorum. A majority of the authorized number of Managers shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Managers present at a meeting duly held at which a quorum is present shall be regarded as the act of the Managers, except to the extent that the vote of a higher number of Managers is required by the Agreement, these Bylaws or applicable law.

Section 8. Waiver of Notice. Notice of any meeting need not be given to any Manager who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Manager who attends the meeting without protesting before or at its commencement the lack of notice to that Manager.

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Section 9. Adjournment. A majority of the Managers present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

Section 10. Action Without a Meeting. Any action to be taken by the Managers at a meeting may be taken without such meeting by the written consent of a majority of the Managers then in office (or such higher number of Managers as is required to authorize or take such action under the terms of the Agreement, these Bylaws or applicable law). Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Managers. If any action is so taken by the Managers by the written consent of less than all of the Managers, prompt notice of the taking of such action shall be furnished to each Manager who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

Section 11. Delegation of Power; Committees. Any Manager may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Manager or Managers; provided that in no case shall fewer than two (2) Managers personally exercise the powers granted to the Managers, except as otherwise provided by resolution of the Managers. A Manager represented by another Manager pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying any voting requirements. The Managers may, by resolution, delegate, any or all of their powers and duties granted hereunder or under the Agreement to one or more committees of the Managers, each consisting of one or more Managers, or to one or more officers, employees or agents, including without limitation Members, and to the extent any such powers or duties are so delegated, action by the delegate or delegates shall be deemed for all purposes to be action by the Managers. All such delegates shall serve at the pleasure of the Managers. To the extent applicable, notice shall be given to, and action may be taken by, any delegate of the Managers as herein provided with respect to notice to, and action by, the Managers.

ARTICLE III

Officers

Section 1. Officers. The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Managers, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Manager.

Section 2. Election of Officers. Subject to any provisions of the Agreement applicable to initial appointment and term of officers, the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Managers, and each shall serve at the pleasure of the Managers. The appointment of officers shall be considered by the Managers at their first meeting after every annual election of Managers by the Members.

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Section 3. Subordinate Officers. The Managers may appoint and may empower the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Managers (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the President) may from time to time determine.

Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Managers at any regular or special meeting of the Managers or by such officer, if any, upon whom such power of removal may be conferred by the Managers. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Managers.

Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Managers, have general supervision, direction and control of the business and the officers of the Company. He or she shall preside at all meetings of the Members. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Managers, the Agreement or these Bylaws.

Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Managers, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Managers or the President or by these Bylaws.

Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Managers may direct a book of minutes of all meetings and actions of Managers, committees or other delegates of Managers and Members with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Managers’ meetings or committee or other delegate meetings, the Percentage Interest present or represented at meetings of Members and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Members and their addresses, the number and classes of Percentage Interest held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Managers (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Managers or the President or by these Bylaws.

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Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Manager. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Managers. He or she shall disburse the funds of the Company as may be ordered by the Managers, shall render to the President and Managers, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Managers or the President or these Bylaws.

ARTICLE IV

Records and Reports

Section 1. Maintenance and Inspection of Member Registrar. The Company shall maintain at its principal place of business a record of its Members, giving the names and addresses of all Members and the Percentage Interest held by each Member. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Managers from time to time, each Member has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Member’s interest as a Member of the Company a record of the Company’s Members.

Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Members at all reasonable times during office hours.

Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Members and the Managers and any committees or delegates of the Managers and all other information pertaining to the Company that is required to be made available to the Members under the Delaware Act shall be kept at such place or places designated by the Managers or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Managers from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Member at any reasonable time during usual business hours for a purpose reasonably related to the Member’s interests as a Member. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Managers shall have the right to keep confidential from Members for such period of time as the Managers deem reasonable, any information which the Managers reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Managers in good faith believe is not in the best interests

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of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential.

Section 4. Inspection by Managers. Every Manager shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Manager. This inspection by a Manager may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE V

General Matters

Section 1. Certificates. Each Member shall be entitled to a Certificate signed by, or in the name of the Company by, the President or a Vice President, and by the Secretary or an assistant Secretary. Any and all of the signatures on the Certificate may be by facsimile. Transfers of Interest shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents designated to transfer Interests in the Company. Except where a Certificate is issued in accordance with Section 9(g) of the Agreement with respect to a lost, stolen or destroyed Certificate, an outstanding Certificate for the Percentage Interest to be transferred shall be surrendered for cancellation before a new Certificate is issued therefor. The issue, transfer, conversion and registration of Certificate shall be governed by such other regulations as the Managers may from time to time establish.

Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company, (ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article V shall be deemed resolutions duly adopted by the Board of Managers and shall be filed with the minutes of meetings of Managers.

Section 3. Contracts and Instruments; How Executed. The Managers, except as otherwise provided in the Agreement or these Bylaws, may authorize any Manager(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Managers or within the agency power of an officer (or otherwise specified in the Agreement or these Bylaws), no Member, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Managers or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

Section 5. Seal. The Managers may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Managers, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

Section 6. Fiscal Year. Unless otherwise specified in the Agreement, the fiscal year of the Company shall be fixed by resolution of the Managers.

Section 7. Reliance Upon Books, Reports and Records. Each Manager, each member of any committee designated by the Board of Managers, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Managers so designated, or by any other person as to matters which such manager or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

ARTICLE VI

Amendments and Incorporation by Reference into Agreement

Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Managers or unanimous vote of the Members.

Section 2. Incorporation by Reference of Bylaws into Agreement. These Bylaws and any amendments thereto shall be deemed incorporated by reference in the Agreement.

Dated: January 2, 2004

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SCHEDULE I

Member(s)

Capital                    Percentage

Name & AddressContributionInterest

Chiquita Brands International, Inc. 250 E. Fifth Street Cincinnati, OH 45202 The money, property or services previously contributed by the Initial Member to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company. 100%

13943576.1

EX-3.5

Exhibit 3.5

CERTIFICATE OF FORMATION

OF

CHIQUITA FRESH NORTH AMERICA L.L.C.

This Certificate of Formation is being executed as of December 9, 2003 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del.C. §§ 18-101 etseq. (the “Delaware LLC Act”).

The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows:

1.Name. The name of the limited liability company is Chiquita Fresh North America L.L.C. (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

3.Conversion. The Company has been converted to a Delaware limited liability company pursuant to Section 18-214 of the Delaware LLC Act. The Company constitutes a continuation of the existence of the converted other entity in the form of a Delaware limited liability company.

4.Effective Time. This Certificate shall be effective at 12:01 a.m. on January 2, 2004.

13943574.1

EX-3.6

Exhibit 3.6

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHIQUITA FRESH NORTH AMERICA L.L.C.

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of (i) effectuating the conversion of Chiquita Brands Company, North America, a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del.C. §§ 18‑101 et seq. (the “Delaware Act”).

1.    Name; Formation. The name of the Company shall be Chiquita Fresh North America L.L.C., or such other name as the Board of Managers may from time to time hereafter designate. The Company constitutes a continuation of the existence the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Delaware Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Delaware Act, the existence of the Company is deemed to have commenced on August 30, 1939, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2.    Definitions; Rules of Construction. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Board of Managers” means the board of managers designated in Section 8 hereof.

“Bylaws” shall mean the Bylaws of the Company as amended from time to time.

“Capital Contribution” means, with respect to any Member, the amount of capital contributed by such Member to the Company in accordance with Section 9 hereof.

“Certificate” means a certificate substantially in the form of Exhibit B to this Agreement issued by the Company that evidences an Interest in the Company.

“Initial Member” means Chiquita Brands L.L.C.

“Interest” means the ownership interest of a Member in the Company (which shall be considered personal property for all purposes), consisting of (i) such Member’s Percentage Interest in profits, losses, allocations and distributions, (ii) such Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act and (iii) such Member’s other rights and privileges as provided herein or in the Delaware Act.

“Manager” means a member of the Board of Managers as designated in, or selected pursuant to, Section 8 hereof.

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“Members” means the Initial Member and all other persons or entities admitted as additional or substituted Members pursuant to this Agreement, so long as they remain Members. Reference to a “Member” means any one of the Members.

“Majority in Interest of the Members” means Members whose Percentage Interests aggregate to greater than fifty percent of the Percentage Interests of all Members.

“Percentage Interest” means a Member’s share of the profits and losses of the Company and the Member’s percentage right to receive distributions of the Company’s assets. The Percentage Interest of each Member shall initially be the percentage set forth opposite such member’s name on Schedule I hereto, as such Schedule shall be amended from time to time in accordance with the provisions hereof. The combined Percentage Interest of all members shall at all times equal 100%.

Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words “hereof,” “herein,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof.

3.    Purpose. The purpose of the Company shall be to engage in any lawful business or activity that may be engaged in by a limited liability company organized under the Delaware Act, as such businesses or other activities may be determined by the Board of Managers from time to time.

4.    Offices.

(a)The principal office of the Company, and such additional offices as the Board of Managers may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Board of Managers may designate from time to time.

(b)    The registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

5.    Members. The name and business, mailing or residence address of each member of the Company are as set forth on Schedule I attached hereto, as the same may be amended from time to time.

6.    Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 15 of this Agreement.

7.Bylaws. The initial Bylaws of the Company are attached hereto as Exhibit A and are hereby adopted and approved by the members.

8. Management of the Company.

(a)    Subject to the delegation of rights and powers as provided for herein and in the Bylaws, the Board of Managers shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Member, by reason of its status as such, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by the Members. At any time that there is only one Member, any and all action provided for

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herein or in the Bylaws to be taken or approved by the “Members” shall be taken or approved by the sole Member.

(b)    The officers of the Company shall be, and shall be elected, removed and perform such functions, as are provided in the Bylaws. The Board of Managers may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Managers may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Managers may from time to time deem appropriate in its sole discretion.

(c)    Except as otherwise provided by the Board of Managers or in the Bylaws, when the taking of such action has been authorized by the Board of Managers, any Manager or officer of the Company, or any other person specifically authorized by the Board of Managers, may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act.

(d)    The Board of Managers shall have between one and four Managers or such other number as the Board of Managers shall determine. The Board of Managers shall initially be composed of the following individuals:

Joseph W. Bradley

Robert F. Kistinger

Robert W. Olson

William A. Tsacalis

Vacancies on the Board of Managers from whatever cause shall be filled by the remaining Managers, or if there be none, by a vote of a Majority in Interest of the Members. Managers shall serve until they resign, die, become incapacitated or are removed. Managers can be removed with or without cause by a vote of a Majority in Interest of the Members. Determinations to be made by the Managers in connection with the conduct of the business of the Company shall be made in the manner provided in the Bylaws, unless otherwise specifically provided herein.

9.    Capital Contributions; Capital Accounts; Administrative Matters; Certificates.

(a)    The Initial Member has contributed to the Company the cash or other property identified on Schedule I hereto. Except as otherwise agreed by all Members, the Initial Member shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Members, acting unanimously, at the time of each such admission.

(b)    A single, separate capital account shall be maintained for each Member. Each Member’s capital account shall be credited with the amount of money and the fair market value of property (net of any liabilities secured by such contributed property that the Company assumes or takes subject to) contributed by that Member to the Company; the amount of any Company liabilities assumed by such member (other than in connection with a distribution of Company property), and such Member’s distributive share of Company profits (including tax exempt income). Each Member’s capital account shall be debited with the amount of money and the fair market value of property (net of any liabilities that such Member assumes or takes subject to) distributed to such Member; the amount of any liabilities of such Member assumed by the Company (other than in connection with a contribution); and such Member’s distributive share of

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Company losses (including items that may be neither deducted nor capitalized for federal income tax purposes).

(c)    Notwithstanding any provision of this Agreement to the contrary, each Member’s capital account shall be maintained and adjusted in accordance with the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the regulations thereunder (the “Regulations”), including, without limitation, (x) the adjustments permitted or required by Internal Revenue Code Sections 704(b) and, to the extent applicable, the principles expressed in Internal Revenue Code Section 704(c) and (y) adjustments required to maintain capital accounts in accordance with the “substantial economic effect test” set forth in the Regulations under Internal Revenue Code Section 704(b).

(d)    Any Member, including any substitute Member, who shall receive an Interest (or whose interest shall be increased) by means of a transfer to him of all or a part of the Interest of another Member, shall have a capital account that reflects the capital account associated with the transferred Interest (or the applicable percentage thereof in case of a transfer of a part of an Interest).

(e)    The fiscal year of the Company shall be a calendar year. The books and records of the Company shall be maintained in accordance with generally accepted accounting principles and Section 704(b) of the Internal Revenue Code and the Regulations.

(f)    Each Member’s Interest in the Company shall be evidenced by a Certificate. Each Certificate shall be executed by the President or any Vice President and the Secretary or any Assistant Secretary (or other persons designated by the Board of Managers or in the Bylaws).

(g)    The Company shall keep or cause to be kept a register in which, subject to such regulations as the Board of Managers may adopt, the Company will provide for the registration of Interests and the registration of transfers of Interests. The Board of Managers shall maintain such register and provide for such registration. Upon surrender for registration of transfer of any Certificate, and subject to the further provisions of this Section 9(g) and the limitations on transfer contained elsewhere in this Agreement or in the Bylaws, the Company will cause the execution, in the name of the registered holder or the designated transferee, of one or more new Certificates, evidencing the same aggregate Percentage Interest as did the Certificate surrendered. Every Certificate surrendered for registration of transfer shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Board of Managers duly executed, by the registered holder thereof or such holder’s authorized attorney.

(h)    The Company shall issue a new Certificate in place of any Certificate previously issued if the record holder of the Certificate (i) makes proof by affidavit, in form and substance satisfactory to the Board of Managers, that a previously issued Certificate has been lost, destroyed or stolen, (ii) requests the issuance of a new Certificate before the Company has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim, (ii) if requested by the Board of Managers, delivers to the Company a bond, in form and substance satisfactory to the Board of Managers, with such surety or sureties and with fixed or open liability as the Board of Managers may direct, to indemnify the Company, as registrar, against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate, and (iv) satisfies any other reasonable requirements imposed by the Board of Managers.

(i)    An Interest in the Company evidenced by a Certificate shall constitute a security for all purposes of Article 8 of the Uniform Commercial Code promulgated by the National Conference of Commissioners on Uniform State Laws, as in effect in Delaware or any other applicable jurisdiction. Delaware law shall constitute the local law of the Company’s jurisdiction in its capacity as the issuer of Interests. Each Certificate shall contain the following provisions: “This Certificate constitutes a security for all purposes of Article 8 of the Uniform Commercial Code promulgated by the National Conference of

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Commissioners on Uniform State Laws, as in effect in Delaware or any other applicable jurisdiction. Delaware law shall constitute the local law of the Company’s jurisdiction in its capacity as the issuer of Interest.”

(j)    Any Member, or any assignee who becomes a Member, shall not cease to be a Member upon the occurrence of any of the events set forth in Section 18-304 of the Delaware Act with respect to such Member and shall continue to be a Member until such time as such Member’s Interest is effectively assigned or transferred or such Member otherwise resigns from the Company in accordance with the terms of this Agreement.

10.    Assignments of Company Interest.

(a)    No Member may sell, assign, pledge or otherwise transfer or encumber (collectively “transfer”) all or any part of its interest in the Company, and no transferee of all or any part of the interest of a Member shall be admitted as a substituted Member, without, in either event, having obtained the prior written consent of all other Members.”

(b)    The Board of Managers shall amend Schedule I hereto from time to time to reflect transfers made in accordance with, and as permitted under, this Section 10. Any purported transfer in violation of this Section 10 shall be null and void and shall not be recognized by the Company.

11.    Resignation. No Member shall have the right to resign from the Company except with the consent of all of the other Members and upon such terms and conditions as may be specifically agreed upon between such other Members and the resigning Member. The provisions hereof with respect to distributions upon resignation are exclusive and no Member shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Delaware Act or otherwise.

12.    Additional Members. The Members, acting unanimously, shall have the right to admit additional Members upon such terms and conditions, at such time or times, and for such Capital Contributions as shall be determined by all of the Members; and in connection with any such admission, the Board of Managers shall amend Schedule I hereof to reflect the name, address and Capital Contribution for the additional Member and any agreed upon changes in Percentage Interests.

13.    Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board of Managers may determine. Distributions shall be made to (and profits and losses shall be allocated among) Members prorata in accordance with their respective Percentage Interests.

14.    Return of Capital. No Member or Manager shall have any liability for the return of any Member’s Capital Contribution which Capital Contribution shall be payable solely from the assets of the Company at the absolute discretion of the Board of Managers, subject to the requirements of the Delaware Act.

15.    Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)    The determination of all of the Members to dissolve the Company; or

(b)    The occurrence of any event causing a dissolution of the Company under Section 18-801 of the Delaware Act, unless the Company is continued as permitted under the Delaware Act.

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16.    Winding Up of the Company. If the Company is dissolved pursuant to Section 15 hereof, its affairs shall be wound up and the assets of the Company liquidated and the proceeds distributed, all as provided in the Delaware Act.

17.    Limitation on Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member, Manager or officer of the Company shall be obligated personally for any such debt, obligations or liability of the Company solely by reason of being a Member, Manager and/or officer.

18.    Standard of Care; Indemnification of Managers, Officers, Employees and Agents.

(a)    No Manager or officer of the Company shall have any personal liability whatsoever to the Company or any Member on account of such Manager’s or officer’s status as a Manager or officer or by reason of such Manager’s or officer’s act or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect any Manager or officer against any liability to the Company or the Members to which such Manager or officer would otherwise be subject by reason of (i) any acts or omission of such Manager or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Manager or officer derived improper personal benefit.

(b)    The Company shall indemnify and hold harmless each Manager and officer and the affiliates of any Manager or officer (each an “Indemnified Person”) against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation or termination of the Company, or the Indemnified Person’s acting as a Manager or officer under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnities hereunder shall survive termination of this Agreement and the dissolution of the Company. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to Members. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

(c)    The contract rights to indemnification and to the advancement of expenses conferred in this Section 18 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Managers or otherwise.

(d)    The Company may maintain insurance, at its expense, to protect itself and any Manager, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

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(e)    The Company may, to the extent authorized from time to time by the Board of Managers, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 18 with respect to the indemnification and advancement of expenses of Managers and officers of the Company.

19.    Amendments. This Agreement may be amended only upon the written consent of all Members.

20.    Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

21.    Pledgee’s Rights. Notwithstanding anything contained herein to the contrary, each Member shall be permitted to pledge or hypothecate any or all of its interests in the Company, including all economic rights, control rights, Interests, Percentage Interest and status rights as a Member, to any lenders to the Company (or any affiliate of the Company) or any agent acting on such lenders’ behalf, and any transfer of such interests pursuant to any such lenders; (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, upon a default under the financing giving rise to any pledge or hypothecation of interests in the Company, the lenders (or agent) shall have the right, as set forth in the applicable pledge or hypothecation agreement, and without further approval of any Member and without becoming a Member, to exercise the membership voting rights (including voting rights with respect to the election and removal of Managers) of the Member granting such pledge or hypothecation. Notwithstanding anything contained herein to the contrary, and without complying with any other procedures set forth in this Agreement, upon the exercise of remedies in connection with a pledge or hypothecation, (a) the lenders (or agent) or transferee of such lenders (or agent), as the case may be, shall become a Member under this Agreement and shall succeed to all of the rights and powers, including the right to participate in the management of the business and affairs of the Company, and shall be bound by all of the obligations, of a Member under this Agreement without taking any further action on the part of such lenders (or agent) or transferee, as the case may be, and (b) following such exercise of remedies, the pledging Member shall cease to be a Member and shall have no further rights or powers under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the act to the foregoing provisions of this Section. This Section may not be amended or modified so long as any of the any Member’s interests in the Company is subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent. Each recipient of a pledge or hypothecation of any Member’s interests in the Company shall be a third party beneficiary of the provisions of this Section.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of January 2, 2004.

MEMBER

CHIQUITA BRANDS L.L.C.

By: __________________________________________

Name: Robert W. Olson

Title: Manager and Senior Vice President, General Counsel          and Secretary

7

BYLAWS

OF

CHIQUITA FRESH NORTH AMERICA L.L.C.

INTRODUCTION

A.    Agreement. These Bylaws shall be subject to the Limited Liability Company Agreement, as from time to time in effect (the “Agreement”), of Chiquita Fresh North America L.L.C., a Delaware limited liability company (the “Company”). In the event of any inconsistency between the terms hereof and the terms of the Agreement, the terms of the Agreement shall control.

B.    Definitions. Capitalized terms used herein and not herein defined are used as defined in the Agreement.

ARTICLE I

Meetings of Members

Section 1. Place of Meetings and Meetings by Telephone. Meetings of Members shall be held at any place designated by the Managers. In the absence of any such designation, meetings of Members shall be held at the principal place of business of the Company. Any meeting of the Members may be held by conference telephone or similar communication equipment so long as all Members participating in the meeting can hear one another, and all Members participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

Section 2. Call of Meetings. An annual meeting of the Members, for the election of Managers to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Managers shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Members. In addition, meetings of the Members may be called at any time by the Managers or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Members as provided herein or in the Agreement or upon any other matter as to which such vote or authority is deemed by the Managers to be necessary or desirable. Meetings of the Members to act on any matter upon which Members may vote as provided in the Agreement or the Delaware Act shall be called promptly by the Managers upon the written request of a Majority in Interest of the Members.

Section 3. Notice of Meetings of Members. All notices of meetings of Members shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted.

Section 4. Manner of Giving Notice. Notice of any meeting of Members shall be given personally or by telephone to each Member or sent by first class mail, by telegram or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Member at the address of that Member appearing on the books of the Company or given by the Member to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited

8

in the mail or with a nationally recognized overnight courier, or when sent by telegram or telecopy (or similar electronic means).

Section 5. Adjourned Meeting; Notice. Any meeting of Members, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Percentage Interests represented at that meeting, either in person or by proxy. When any meeting of Members is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Managers shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

Section 6. Quorum; Voting. At any meeting of the Members, a Majority in Interest of the Members, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Members holding a higher aggregate Percentage Interest is required by the Agreement or applicable law. Except as otherwise required by the Agreement, these Bylaws or applicable law, all matters shall be determined by a Majority in Interest of the Members.

Section 7. Waiver of Notice by Consent of Absent Members. The transactions of a meeting of Members, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Members. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

Section 8. Member Action by Written Consent Without a Meeting. Except as provided in the Agreement, any action that may be taken at any meeting of Members (including any annual meeting of Members) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a Majority in Interest of the Members (or Members holding such higher aggregate Percentage Interest as is required to authorize or take such action under the terms of the Agreement, these Bylaws or applicable law). Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Member who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by a sufficient Percentage Interest of Members to take the subject action are properly delivered to the Company.

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Section 9. Record Date for Member Notice, Voting and Giving Consents.

(a)    For purposes of determining the Members entitled to vote or act at any meeting or adjournment thereof, the Managers may fix in advance a record date which shall not be greater than ninety (90) days nor fewer than ten (10) days before the date of any such meeting. If the Managers do not so fix a record date, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)    The record date for determining Members entitled to give consent to action in writing without a meeting, (i) when no prior action of the Managers has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Managers has been taken, shall be (x) such date as determined for that purpose by the Managers, which record date shall not precede the date upon which the resolution fixing it is adopted by the Managers and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Managers the record date shall be the close of business on the day on which the Managers adopt the resolution relating to that action.

(c)    Only Members of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Member who transfers all or part of such Member’s Interest after a record date (and no transferee of such Interest) shall have the right to vote or act with respect to the transferred Interest as regards the matter for which the record date was set.

Section 10. Proxies. Every Member entitled to vote or act on any matter at a meeting of Members shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Member in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Member if the Member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Member or the Member’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy purporting to be executed by the person who executed that proxy or on behalf of a Member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

ARTICLE II

Managers And Meetings Of Managers

Section 1. Powers. The powers of the Managers shall be as provided in the Agreement.

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Section 2. Number of Managers. The number of Managers shall be as provided in the Agreement.

Section 3. Vacancies. Vacancies in the authorized number of Managers may be filled as provided in the Agreement.

Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Managers may be held at any place that has been designated from time to time by resolution of the Managers. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Managers participating in the meeting can hear one another, and all Managers participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

Section 5. Regular Meetings. Regular meetings of the Managers shall be held at such times and at such places as shall be fixed by unanimous approval of the Managers. Such regular meetings may be held without notice.

Section 6. Special Meetings. Special meetings of the Managers for any purpose or purposes may be called at any time by any Manager or by the President. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Manager and sent by first-class mail, by telegram or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Manager at that Manager’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, telecopy (or similar electronic means) or overnight courier, it shall be given at least two (2) calendar days before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Manager or to a person at the office of the Manager who the person giving the notice has reason to believe will promptly communicate it to the Manager. The notice need not specify the purpose of the meeting.

Section 7. Quorum. A majority of the authorized number of Managers shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Managers present at a meeting duly held at which a quorum is present shall be regarded as the act of the Managers, except to the extent that the vote of a higher number of Managers is required by the Agreement, these Bylaws or applicable law.

Section 8. Waiver of Notice. Notice of any meeting need not be given to any Manager who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Manager who attends the meeting without protesting before or at its commencement the lack of notice to that Manager.

11

Section 9. Adjournment. A majority of the Managers present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

Section 10. Action Without a Meeting. Any action to be taken by the Managers at a meeting may be taken without such meeting by the written consent of a majority of the Managers then in office (or such higher number of Managers as is required to authorize or take such action under the terms of the Agreement, these Bylaws or applicable law). Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Managers. If any action is so taken by the Managers by the written consent of less than all of the Managers, prompt notice of the taking of such action shall be furnished to each Manager who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

Section 11. Delegation of Power; Committees. Any Manager may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Manager or Managers; provided that in no case shall fewer than two (2) Managers personally exercise the powers granted to the Managers, except as otherwise provided by resolution of the Managers. A Manager represented by another Manager pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying any voting requirements. The Managers may, by resolution, delegate, any or all of their powers and duties granted hereunder or under the Agreement to one or more committees of the Managers, each consisting of one or more Managers, or to one or more officers, employees or agents, including without limitation Members, and to the extent any such powers or duties are so delegated, action by the delegate or delegates shall be deemed for all purposes to be action by the Managers. All such delegates shall serve at the pleasure of the Managers. To the extent applicable, notice shall be given to, and action may be taken by, any delegate of the Managers as herein provided with respect to notice to, and action by, the Managers.

ARTICLE III

Officers

Section 1. Officers. The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Managers, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Manager.

Section 2. Election of Officers. Subject to any provisions of the Agreement applicable to initial appointment and term of officers, the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Managers, and each shall serve at the pleasure of the Managers. The appointment of officers shall be considered by the Managers at their first meeting after every annual election of Managers by the Members.

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Section 3. Subordinate Officers. The Managers may appoint and may empower the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Managers (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the President) may from time to time determine.

Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Managers at any regular or special meeting of the Managers or by such officer, if any, upon whom such power of removal may be conferred by the Managers. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Managers.

Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Managers, have general supervision, direction and control of the business and the officers of the Company. He or she shall preside at all meetings of the Members. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Managers, the Agreement or these Bylaws.

Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Managers, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Managers or the President or by these Bylaws.

Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Managers may direct a book of minutes of all meetings and actions of Managers, committees or other delegates of Managers and Members with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Managers’ meetings or committee or other delegate meetings, the Percentage Interest present or represented at meetings of Members and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Members and their addresses, the number and classes of Percentage Interest held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Managers (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Managers or the President or by these Bylaws.

13

Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Manager. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Managers. He or she shall disburse the funds of the Company as may be ordered by the Managers, shall render to the President and Managers, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Managers or the President or these Bylaws.

ARTICLE IV

Records and Reports

Section 1. Maintenance and Inspection of Member Registrar. The Company shall maintain at its principal place of business a record of its Members, giving the names and addresses of all Members and the Percentage Interest held by each Member. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Managers from time to time, each Member has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Member’s interest as a Member of the Company a record of the Company’s Members.

Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Members at all reasonable times during office hours.

Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Members and the Managers and any committees or delegates of the Managers and all other information pertaining to the Company that is required to be made available to the Members under the Delaware Act shall be kept at such place or places designated by the Managers or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Managers from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Member at any reasonable time during usual business hours for a purpose reasonably related to the Member’s interests as a Member. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Managers shall have the right to keep confidential from Members for such period of time as the Managers deem reasonable, any information which the Managers reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Managers in good faith believe is not in the best interests

14

of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential.

Section 4. Inspection by Managers. Every Manager shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Manager. This inspection by a Manager may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE V

General Matters

Section 1. Certificates. Each Member shall be entitled to a Certificate signed by, or in the name of the Company by, the President or a Vice President, and by the Secretary or an assistant Secretary. Any and all of the signatures on the Certificate may be by facsimile. Transfers of Interest shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents designated to transfer Interests in the Company. Except where a Certificate is issued in accordance with Section 9(g) of the Agreement with respect to a lost, stolen or destroyed Certificate, an outstanding Certificate for the Percentage Interest to be transferred shall be surrendered for cancellation before a new Certificate is issued therefor. The issue, transfer, conversion and registration of Certificate shall be governed by such other regulations as the Managers may from time to time establish.

Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company, (ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article V shall be deemed resolutions duly adopted by the Board of Managers and shall be filed with the minutes of meetings of Managers.

Section 3. Contracts and Instruments; How Executed. The Managers, except as otherwise provided in the Agreement or these Bylaws, may authorize any Manager(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Managers or within the agency power of an officer (or otherwise specified in the Agreement or these Bylaws), no Member, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Managers or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

Section 5. Seal. The Managers may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Managers, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

Section 6. Fiscal Year. Unless otherwise specified in the Agreement, the fiscal year of the Company shall be fixed by resolution of the Managers.

Section 7. Reliance Upon Books, Reports and Records. Each Manager, each member of any committee designated by the Board of Managers, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Managers so designated, or by any other person as to matters which such manager or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

ARTICLE VI

Amendments and Incorporation by Reference into Agreement

Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Managers or unanimous vote of the Members.

Section 2. Incorporation by Reference of Bylaws into Agreement. These Bylaws and any amendments thereto shall be deemed incorporated by reference in the Agreement.

Dated: January 2, 2004

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SCHEDULE I

Member(s)

Capital                    Percentage

Name & AddressContributionInterest

Chiquita Brands L.L.C. 250 E. Fifth Street Cincinnati, OH 45202 The money, property or services previously contributed by the Initial Member to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company. 100%

13943575.1

EX-3.7

Exhibit 3.7

CERTIFICATE OF INCORPORATION

OF

CB CONTAINERS, INC.

ARTICLE I. NAME.

The name of the Corporation is CB CONTAINERS, INC.

ARTICLE II. REGISTERED OFFICE.

The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is the Corporation Trust Company.

ARTICLE III. PURPOSE.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV. SHARES.

The maximum number of shares which the Corporation is authorized to have outstanding is 1,000 shares of Common Stock, with a par value of $.01 per share.

ARTICLE V. INCORPORATION.

The name and mailing address of the Incorporator is James M. Jansing, 1800 Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.

ARTICLE VI. BY-LAWS.

The Board of Directors of this Corporation is expressly authorized to adopt, amend or repeal the by-laws of this Corporation.

13943571.1

- 2 -

ARTICLE VII. INDEMNIFICATION.

The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify and advance expenses to any and all persons whom it shall have power to indemnify and advance expenses under such Section from and against any and all of the expenses, liabilities or other matters referred to or covered by such Section, and the indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those indemnified and advanced expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in other capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII. LIABILITY OF DIRECTORS.

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended and supplemented, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Any amendment or modification of the foregoing provisions of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment or modification.

13943571.1

EX-3.8

Exhibit 3.8

BY‑LAWS

OF

CB CONTAINERS, INC.

ARTICLE I

Stockholders

Section 1.1 Annual Meetings. An annual meeting of stockholders shall be held each year for the election of directors at such date, time and place either within or without the State of Delaware as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting of stockholders.

Section 1.2 Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman, if any, the Vice Chairman, if any, or the President and shall be called by the Chairman or the Secretary at the request, in writing, stating the purpose or purposes of the meeting, of stockholders who hold a majority of the outstanding shares of each class of capital stock entitled to vote at the meeting. Each special meeting shall be held at such date, time and place either within or without the state of Delaware as shall be designated by the person or persons calling such meetings at least ten days prior to such meeting.

Section 1.3 Notice of Meetings. Unless otherwise provided by law, whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the date, time and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at the meeting. If mailed, notice is given when deposited in the United states mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5 Quorum. Unless otherwise provided by law, or the certificate of incorporation, at each meeting of stockholders, the presence in person or representation by proxy of the holders of a majority of the outstanding shares of each class of capital stock entitled to vote at the meeting shall constitute a quorum for the transaction of business. For purposes of the foregoing, two or more classes or series of capital stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present and represented may, by vote of the holders of a majority of the shares of capital stock of the Corporation so present and represented, adjourn the meeting from time to time until a quorum shall attend, and the provisions of Section 1.4 of these by‑laws shall apply to each such adjournment. Shares of its own

capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the

shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6 Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or in his absence by the Vice Chairman, if any, or in his absence by the President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7 Voting; Proxies. Unless otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by him which has voting power on the subject matter submitted to a vote at the meeting. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the secretary before the proxy is voted. Voting of stockholders need not be by written ballot unless so determined at a stockholders' meeting by the vote of the holders of a majority of the outstanding shares of each class of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter submitted to a vote at the meeting. Unless otherwise provided by law or the certificate of incorporation, the vote of the holders of a majority of the shares of capital stock of the Corporation present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter submitted to a vote at the meeting shall be the act of the stockholders.

Section 1.8 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10 Consent of Stockholders in Lieu of Meeting. Unless otherwise provided by the certificate of incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE 2

Board of Directors

Section 2.1 Powers; Number; Qualifications. Unless otherwise provided by law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Unless provided by the certificate of incorporation, the Board of Directors shall consist of such number of directors as the Board of Directors shall from time to time designate. Unless otherwise provided by the certificate of incorporation, directors need not be stockholders.

Section 2.2 Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation directed to the Board of Directors or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any directors or the entire Board of Directors may be removed, with or without cause, by the vote of the holders of a majority of shares of capital stock then entitled to vote at any election of directors. Unless otherwise provided by the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by the vote of a majority of the directors then in office, although less than a quorum, or by the vote of the sole remaining director.

Section 2.3 Regular Meetings. Regular meetings of the Board of Directors shall be held immediately following each annual meeting of stockholders and at such other dates, times and places

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either within or without the State of Delaware as the Board of Directors shall from time to time determine.

Section 2.4 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman, if any, the Vice Chairman, if any, the President or by any two members of the Board of Directors. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be fixed by the person or persons calling the meeting.

Section 2.5 Notice of Meetings. Written notice of each special meeting of the Board of Directors shall be given which shall state the date, time and place of the meeting. The written notice of any special meeting shall be given to each director at least twenty-four hours in advance of the meeting. Notice may be given by letter, telegram, or telex and shall be deemed to have been given when deposited in the United States mail, delivered to the telegraph company or transmitted by telex, as the case may be.

Section 2.6 Telephonic Meetings Permitted. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by‑law shall constitute attendance and presence in person at such meeting.

Section 2.7 Quorum; Vote Required for Action. Unless otherwise required by law, at each meeting of the Board of Directors, the presence of one‑third of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or the certificate of incorporation. In case at any meeting of the Board of Directors a quorum shall not be present, the members of the Board of Directors present may by majority vote adjourn the meeting from time to time until a quorum shall attend.

Section 2.8 Organization. Meetings of the Board of Directors shall be presided over by the Chairman, if any, or in his absence, by the Vice Chairman, if any, or in his absence, by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9 Action by Directors Without a Meeting. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if all members of the Board of Directors or of such committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 2.10 Compensation of Directors. Unless otherwise provided by the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors.

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ARTICLE 3

Committees

Section 3.1 Committees. The Board of Directors may, by resolution passed by vote of a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting thereof. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 3.2 Power of Committees. Any committee designated by the Board of Directors, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to take any action which by law may only be taken by the Board of Directors or to take any action with reference to: amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these by‑laws; and, unless a resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 3.3 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 3 of these by‑laws.

ARTICLE 4

Officers

Section 4.1 Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect from its membership or outside thereof a President and a Secretary. The Board of Directors may also elect from its membership a Chairman of the Board of Directors (herein called "Chairman") and a Vice Chairman of the Board of Directors (herein called "Vice Chairman"), and from its membership or outside thereof, a Chief Executive Officer, who shall be the Chairman or the President, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant secretaries, a Treasurer and one or more Assistant Treasurers and such other officers or agents as it may determine. Unless otherwise provided by the certificate of incorporation, an individual may hold more than one office.

Section 4.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided by the Board of Directors when electing any officer, each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, or until his successor is elected and qualified or until his earlier resignation or removal. Any officer may

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resign at any time upon written notice to the Corporation directed to the Board of Directors and the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any such officer or agent with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer or agent, if any, with the Corporation, but the election of an officer or agent shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors.

Section 4.3 Chairman of the Board. The Chairman shall preside at all meetings of the Board of Directors and of the stockholders and shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the Chairman) shall from time to time delegate to the Chairman.

Section 4.4 Vice Chairman of the Board. In the absence of the Chairman, the Vice Chairman shall preside at all meetings of the Board of Directors and of the stockholders. The Vice Chairman shall have such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Vice Chairman.

Section 4.5 President. In the absence of the Chairman and the Vice Chairman, the President shall preside at all meetings of the Board of Directors and of the stockholders. The president shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the President) shall from time to time delegate to the President.

Section 4.6 Chief Executive Officer. The office of Chief Executive Officer shall be held by either the Chairman or the President. The Chief Executive Officer shall have the general duties and powers of a chief executive of a corporation and such other duties and powers as the Board of Directors shall from time to time delegate to the Chief Executive Officer. In the event of the absence or disability of the Chief Executive Officer, such other officer of the Corporation as the Chief Executive Officer may from time to time designate shall have the duties and powers of the Chief Executive Officer for the duration of such absence or disability, unless and until the Board of Directors shall otherwise determine.

Section 4.7 Vice Presidents. Each Vice President shall have such duties and powers as the Board of Directors or the President shall from time to time delegate to such Vice President.

Section 4.8 Secretary. The Secretary shall have the general duties and powers of a secretary of a corporation and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Secretary. The Secretary shall have the duty to record in a book to be kept for that purpose the proceedings of the meetings of the stockholders, the Board of Directors and any committees designated by the Board of Directors. The Secretary shall have the duty to assure that notice is duly given of all meetings in accordance with the provisions of these by‑laws or as required by law. The Secretary shall be custodian of the records of the Corporation and the corporate seal and shall have the power to attest all documents and instruments in writing as shall require attestation and the power to affix the corporate seal to such papers as may require it.

Section 4.9 Treasurer. The Treasurer shall have the general duties and powers of a treasurer of a corporation and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in

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such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation and shall render to the Chairman, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation.

Section 4.10 Other Officers; Security. The other officers, if any, of the Corporation shall have such duties and powers as generally pertain to their respective offices and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to each such officer. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE 5

Indemnification of Officers, Directors and Others

Section 5.1 Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expenses, liability and loss (including attorneys' fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 5.2 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article 5 shall be a contract right and, subject to Sections 5.2 and 5.5, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 5.2 Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the Corporation under Section 5.1 or advance of expenses under Section 5.5 of this Article 5 shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this Article 5 is required, and the Corporation fails to respond within 60 days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article 5 shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action

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brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 5.3 Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article 5 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by‑law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.4 Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under this Article 5.

Section 5.5 Expenses. Expenses incurred by any person described in Section 5.1 in defending a proceeding shall be paid by the Corporation in advance of such proceeding's final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 5.6 Employees and Agents. Persons who are not covered by the foregoing provisions of this Article 5 and who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board of Directors.

Section 5.7 Contract Rights. The provisions of this Article 5 shall be deemed to be a contract right between the Corporation and each director or officer who serves in any such capacity at any time while this Article 5 and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article 5 or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 5.8 Merger or Consolidation. For purposes of this Article 5, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent

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corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 5 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE 6

Stock

Section 6.1 Certificates. Every holder of one or more shares of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any of or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 6.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE 7

Miscellaneous

Section 7.1 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.2 Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 7.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law, the certificate of incorporation or these by‑laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the certificate of incorporation, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

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Section 7.4 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 7.5 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7.6 Powers of Officers. Each officer of the Corporation shall have the power to execute and deliver on behalf of the Corporation proxies to vote shares of stock owned by the Corporation and written consents to actions taken without a meeting by any corporation of which the Corporation is a stockholder.

Section 7.7 Amendment of By‑Laws. These by‑laws may be amended or repealed, and new by‑laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by‑laws and may amend or repeal any by‑law whether or not adopted by them.

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EX-3.9

Exhibit 3.9

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

FRESH INTERNATIONAL CORP.

The undersigned, for the purpose of amending and restating the Certificate of Incorporation of Fresh International Corp., a Delaware corporation (the “Corporation”), does hereby certify that:

A. The date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was June 5, 1973.

B. This Amended and Restated Certificate of Incorporation has been duly adopted pursuant to Sections 242 and 245 of the Delaware General Corporation Law.

C. The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

1. The name of the corporation is: Fresh International Corp.

2. The address of its registered office in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is: One Thousand (1,000 and the par value of each of such shares is; One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5. The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

Robert C. Sledd            12500 West Creek Parkway

Richmond, Virginia 23238

Robert J. Fishbein            12500 West Creek Parkway

Richmond, Virginia 23238

6. The corporation is to have perpetual existence.

7. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

8. Every individual, and his estate, heirs, executors and administrators, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative or investigative, and whether or not by or in the right of the corporation, by reason of his being or having been a director or officer of the corporation or, at its request, of any other corporation, or by reason of his serving or having served at the request of the corporation and in connection with a partnership, joint venture, committee, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation against expenses (including attorneys’ fees), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually incurred by him in connection with or resulting from such action, suit or proceeding to the fullest extent permitted under the Delaware General Corporation Law, without limitation upon any other right to indemnification to which such individual may otherwise be entitled, and the corporation may, but shall not be required to, purchase on behalf of such individual insurance against liability asserted against or incurred by him in his capacity as a director or officer of the corporation, or arising from his status as such, whether or not the corporation would have power to indemnify him against the same liability under the provisions of the Delaware General Corporation Law.

9. The Board of Directors of the corporation is expressly authorized to make, alter, or repeal bylaws of the corporation, but the shareholders may make additional bylaws and may alter or repeal any bylaw, whether adopted by them or otherwise.

EX-3.10

Exhibit 3.10

BY-LAWS

OF

FRESH INTERNATIONAL CORP.

________________________________

ARTICLE 1.Stockholders

Section 1.1Annual Meetings. An annual meeting of the stockholders shall be held each year for the election of directors at such date, time and place either within or without the State of Delaware as shall be designated by the Board of Directors, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation. Any other proper business may be transacted at the annual meeting of stockholders.

Section 1.2Special Meetings. Special meetings of stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called at any time by the Board of Directors, the Chairman, if any, the Vice Chairman, if any, or the President and shall be called by the Chairman or the Secretary at the request, in writing, stating the purpose or purposes of the meeting, of stockholders who hold a majority of the outstanding shares of each class of capital stock entitled to vote at the meeting. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be designated by the person or persons calling such meetings at least ten days prior to such meeting.

Section 1.3Notice of Meetings. Unless otherwise provided by law, whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the date, time and place of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote.

Section 1.5Quorum. Unless otherwise provided by law, the presence in person or representation by proxy of the holders of a majority of the outstanding shares of each class of capital

stock entitled to vote at the meeting shall constitute a quorum for the transaction of business. For purposes of the foregoing, two or more classes or series of capital stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present and represented may, by vote of the holders of a majority of the shares of capital stock of the Corporation so present and represented, adjourn the meeting to another time and place and the provisions of Section 1.4 of these by-laws shall apply to each such adjournment. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or in his absence by the Vice Chairman, if any, or in his absence by the President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by the holders of a majority of shares entitled to vote who are present, in person or by proxy, at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7Voting; Proxies. Unless otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by him which has voting power on the subject matter submitted to a vote at the meeting. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the secretary before the proxy is voted. Voting of stockholders need not be by written ballot unless so determined at a stockholders’ meeting by the vote of the holders of a majority of the outstanding shares of each class of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter submitted to a vote at the meeting. Unless otherwise provided by law or the certificate of incorporation, the vote of the holders of a majority of the shares of capital stock of the Corporation present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter submitted to a vote at the meeting shall be the act of the stockholders.

The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each

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inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

Section 1.8Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings with stockholders are recorded; and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10Consent of Stockholders in Lieu of Meeting. Unless otherwise provided by the certificate of incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

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Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered as provided in Section 228(c) of the Delaware General Corporation Law.

ARTICLE 2.Board of Directors

Section 2.1Powers; Number; Qualifications. Unless otherwise provided by law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Unless provided by the certificate of incorporation, the Board of Directors shall consist of such number of directors as the Board of Directors shall from time to time designate except that in the absence of any such designation, such number shall be three (3). Unless otherwise provided by the certificate of incorporation, directors need not be stockholders.

Section 2.2Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office for one year and until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation directed to the Board of Directors or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any directors or the entire Board of Directors may be removed, with or without cause, by the vote of the holders of a majority of shares of capital stock then entitled to vote at any election of directors. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease. Unless otherwise provided by the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by the vote of the sole remaining director.

Section 2.3Regular Meetings. Regular meetings of the Board of Directors shall be held immediately following each annual meeting of stockholders and at such other dates, times and places either within or without the State of Delaware as the Board of Directors shall from time to time determine. A notice of a regular meeting shall not be required.

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Section 2.4Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman, if any, the Vice Chairman, if any, the President or by any two members of the Board of Directors. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be fixed by the person or persons calling the meeting.

Section 2.5Notice of Meetings. Written notice of each special meeting of the Board of Directors shall be given which shall state the date, time and place of the meeting. The written notice of any special meeting shall be given to each director by mailing written notice at least five days in advance of the meeting or by telegraphing or telexing or by facsimile or electronic transmission of the same not less than twenty-four hours before the meeting and shall be deemed to have been given when deposited in the United States mail, delivered to the telegraph company or transmitted by telex, as the case may be. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 2.6Telephonic Meetings Permitted. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute attendance and presence in person at such meeting.

Section 2.7Quorum; Vote Required for Action. Unless otherwise required by law or the certificate of incorporation, at each meeting of the Board of Directors, the presence of one-third of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or the certificate of incorporation. If at any meeting of the Board of Directors a quorum shall not be present, the members of the Board of Directors present may by majority vote adjourn the meeting to another place, date or time, without further notice or waiver thereof.

Section 2.8Organization. Meetings of the Board of Directors shall be presided over by the Chairman, if any, or in his absence, by the Vice Chairman, if any, or in his absence, by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9Action by Directors Without a Meeting. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if all members of the Board of Directors or of such committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 2.10Compensation of Directors. Unless otherwise provided by the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors.

Section 2.11Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of

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Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE 3.Committees

Section 3.1Committees. The Board of Directors may, by resolution passed by vote of a majority of the whole Board of Directors, designate one or more committees, with such lawfully delegated powers or duties as it thereby confers, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting thereof. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 3.2Power of Committees. Any committee designated by the Board of Directors, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to take any action which by law may only be taken by the Board of Directors or to take any action with reference to: amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these by-laws; and, unless a resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 3.3Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 2 of these by-laws.

ARTICLE 4.Officers

Section 4.1Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect from its membership or outside thereof a President and a Secretary. The Board of Directors may also elect from its membership a Chairman of the Board of Directors (herein called “Chairman”) and a Vice Chairman of the Board of Directors (herein called “Vice Chairman”), and from its membership or outside thereof, a Chief Executive Officer, who shall be the Chairman or the President, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant secretaries, a Treasurer and one or more Assistant Treasurers and such other officers or agents as it may determine. Unless otherwise provided by the certificate of incorporation, an individual may hold more than one office.

Section 4.2Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided by the Board of Directors when electing any officer, each officer shall hold office until the first meeting of

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the Board of Directors after the annual meeting of stockholders next succeeding his election, or until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation directed to the Board of Directors and the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any such officer or agent with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer or agent, if any, with the Corporation, but the election of an officer or agent shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors.

Section 4.3Chairman of the Board. The Chairman shall preside at all meetings of the Board of Directors and of the stockholders and shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the Chairman) shall from time to time delegate to the Chairman.

Section 4.4Vice Chairman of the Board. In the absence of the Chairman, the Vice Chairman shall preside at all meetings of the Board of Directors and of the stockholders. The Vice Chairman shall have such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Vice Chairman.

Section 4.5President. In the absence of the Chairman and the Vice Chairman, the President shall preside at all meetings of the Board of Directors and of the stockholders. The president shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the President) shall from time to time delegate to the President.

Section 4.6Chief Executive Officer. The office of Chief Executive Officer shall be held by either the Chairman or the President. The Chief Executive Officer shall have the general duties and powers of a chief executive of a corporation and such other duties and powers as the Board of Directors shall from time to time delegate to the Chief Executive Officer. In the event of the absence or disability of the Chief Executive Officer, such other officer of the Corporation as the Chief Executive Officer may from time to time designate shall have the duties and powers of the Chief Executive Officer for the duration of such absence or disability, unless and until the Board of Directors shall otherwise determine.

Section 4.7Vice Presidents. Each Vice President shall have such duties and powers as the Board of Directors or the President shall from time to time delegate to such Vice President.

Section 4.8Secretary. The Secretary shall have the general duties and powers of a secretary of a corporation and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Secretary. The Secretary shall have the duty to record in a book to be kept for that purpose the proceedings of the meetings of the stockholders, the Board of Directors and any committees designated by the Board of Directors. The Secretary shall have the duty to assure that notice is duly given of all meetings in accordance with the provisions of these by-laws or as required by law. The Secretary shall be custodian of the records of the Corporation and the corporate seal and shall have the power to attest all documents and instruments in writing as shall require attestation and the power to affix the corporate seal to such papers as may require it.

Section 4.9Treasurer. The Treasurer shall have the general duties and powers of a treasurer of a corporation and such other duties and powers as the Board of Directors or the Chief Executive

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Officer shall from time to time delegate to the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation and shall render to the Chairman, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation.

Section 4.10Other Officers; Security. The other officers, if any, of the Corporation shall have such duties and powers as generally pertain to their respective offices and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to each such officer. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

Section 4.11Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.12Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE 5.Indemnification of Officers, Directors and Others

Section 5.1Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee, or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 5.3 hereof, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 5.2Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 5.1 of this Article 5, an indemnitee shall also have the right to be paid by the

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Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 5.2 or otherwise.

Section 5.3Right of Indemnitee to Bring Suit. If a claim under Section 5.1 or 5.2 of this Article 5 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 5 or otherwise shall be on the Corporation.

Section 5.4Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article 5 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s certificate of incorporation, by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.5Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 5.6Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification

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and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 5.7Nature of Rights. The rights conferred upon indemnitees in this Article 5 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article 5 that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 5.8Merger or Consolidation. For purposes of this Article 5, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 5 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE 6.Stock

Section 6.1Certificates. Every holder of one or more shares of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any of or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 6.2Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 6.3Transfer of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 6.2 of Article 6 of these By-laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

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Section 6.4Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE 7.Miscellaneous

Section 7.1Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.2Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7.3Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law, the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the certificate of incorporation, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 7.4Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 7.5Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a

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reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7.6Powers of Officers. Each officer of the Corporation shall have the power to execute and deliver on behalf of the Corporation proxies to vote shares of stock owned by the Corporation and written consents to actions taken without a meeting by any corporation of which the Corporation is a stockholder.

Section 7.7Amendment of By-Laws. These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

Section 7.8Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 7.9Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 7.10Time Periods. In applying any provision of these By-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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EX-3.11

Exhibit 3.11

CERTIFICATE OF INCORPORATION

of

Fresh Express Incorporated(As amended through May 12, 2008)

1.The name of the corporation is Fresh Express Incorporated.

2.The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is:

A)To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

B)To engage in the business of farming, agriculture, food processing, food warehousing, storage and transportation without exception and worldwide without limitation as to territory or geographical area, and in connection therewith:

(i)To plant, grow, till, cultivate, raise, harvest, prepare, process, manufacture, can, pack, freeze, cool, refrigerate, preserve, dehydrate, transport, store, warehouse, and in any way deal in or with any and all agricultural products whatsoever, including but not being limited to strawberries and other berries, melons, fruits, vegetables, seeds, grains, beans, hay, and dairy products; to own, maintain, conduct and operate packing houses, canneries, warehouses, dehydrators, freezers, vacuum cooling and other plants and facilities necessary for the packing, processing, shipping, freezing, cooling, refrigerating, dehydrating, preserving and preparing for market and shipping of berries, fruits, vegetables, melons, seeds, grains, and all other kinds of agricultural products; to engage generally in the import, export, purchase, sale and exchange of agricultural products of all kinds, and to act as factor, broker, agent and/or commission merchant in connection therewith; to engage in the manufacture, sale and distribution of box shook, paper, cartons, and ice, including the construction and leasing and maintenance of plants and facilities for such purpose; to carry on any business for the production, manufacture, distribution and sale of any by-products of any of the produce grown, packed, shipped, manufactured or sold in connection with the general purposes for which this corporation has been organized.

(ii)To acquire, hold, use, sell, assign lease, grant licenses in respect of, mortgage and otherwise dispose of, letters patent of the United States and foreign countries, patent rights, licenses, privileges, inventions, improvements, processes, copyrights, trade-marks and trade names, relating to or useful in connection with the object and purpose aforesaid.

(iii)To acquire by purchase, subscription or otherwise, and to hold, sell, assign, transfer, exchange, mortgage, pledge and otherwise dispose of stocks, bonds, mortgages, debentures, trust receipts, trust certificates, notes, obligations, contracts, certificates of -interest, choses in action, evidences of indebtedness and any securities whatsoever, of any corporation, association, firm, syndicate, trust, person, government, state, municipality or other organization; to receive, collect and dispose of interest, dividends and other income upon, of and from any of the foregoing and any other property held or owned by it, to exercise any and all rights, powers and privileges of ownership or interest in respect of any of the foregoing, including the right to vote thereon for any and all purposes, to do any and all acts and things for the preservation, protection, improvement and enhancement in value thereof, to guarantee the same or become surety in respect thereof, to aid by loan, subsidy, guaranty or otherwise those issuing, creating or responsible for the same, and to exercise any and all of said powers either on its own account or with, or as agent for, any person, firm, corporation or other organization all as required for or useful in connection with the ‘object and purpose aforesaid; and upon distribution of the assets, or division of the profits of the Corporation, to distribute any such capital stock, trust certificates, bonds and other securities, or the proceeds thereof, among the stockholders of the Corporation according to their respective rights and preferences.

(iv)To act as agent for corporations, associations, firms, partnerships, individuals and other persons engaged in the same or in any similar or related business or in any part thereof, all as required for or useful in connection with the object and purpose aforesaid.

(v)To purchase, lease, hire, manufacture and otherwise acquire, and to hold, own, use, let, rent, sell, assign, hypothecate, pledge, mortgage, exchange and otherwise dispose of, import, export, invest in, trade in and deal in and with goods, wares, merchandise, grants, options, concessions, franchises, contracts and personal property, or any interest therein, without limit as to amount, and worldwide without limitation as to territory or geographical area, all as required for or useful in connection with the object and purpose aforesaid.

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(vi)To purchase, lease or otherwise acquire and to hold, own, let, rent, improve, maintain, mortgage, hypothecate, exchange, sell, assign, transfer, convey and otherwise dispose of, invest in, trade in and deal in and with, real property or any interest therein, without limit as to amount, and worldwide without limitation as to territory or geographical area, all as required for or useful in connection with the object and purpose aforesaid.

(vii)To pay for any properties acquired by it as required for or useful in connection with the object and purpose aforesaid in money or in its own notes and obligations or by the exchange therefor of its own stocks or other securities or any property or interest held by it.

(viii)In any manner and to any extent now or hereafter authorized or permitted by law, to borrow or otherwise raise money, to make, execute, endorse, accept and issue promissory notes, bills of exchange, negotiable instruments and other obligations, and to redeem any debt or obligation before the same shall fall due, and to guarantee the obligations of or in any other way assist any corporation, association, firm, partnership, individual or other person in which or with which it may be interested, as required for or useful in connection with the object and purpose aforesaid.

(ix)To mortgage, pledge, or hypothecate on any terms any of its properties or assets as security for lawful undertakings required for or useful in connection with the object and purpose aforesaid.

(x)To purchase or otherwise acquire the whole or any part of the property, assets, business, goodwill and rights, and to undertake or assume the whole or any part of the bonds, mortgages, franchises, leases, contracts, indebtedness, guaranties, liabilities and obligations, of any person, firm, association, corporation or organization, but only to the extent the same are required for or useful in connection with the object and purpose aforesaid, and to pay for the same or any part on combination thereof in cash, capital stock, bonds, debentures, notes, and other securities or obligations of the Corporation or otherwise, or by undertaking and assuming the whole or any part of the liabilities and obligations of the transferor; and to hold or in any manner dispose of the whole or any part of the property and assets so acquired, to conduct in any lawful manner the whole or any part of the business so acquired, and to exercise all the power necessary or convenient in and about the conduct, management and carrying on of such business; all as required for or useful in connection with the object and purpose aforesaid.

(xi)To purchase, hold, sell and transfer shares of its own capital stock, obligations and other securities and to have and exercise all the rights of ownership thereof, all in the manner and to the extent now or hereafter permitted by the laws of the State of Delaware.

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(xii)To exercise any of its powers itself or through the medium of subsidiary corporations organized under the laws of the United States of America or of any state therein or under the laws of any country, state, or political subdivision thereof, worldwide without limitation as to territory or geographical area, all as required for or useful in connection with the object and purpose aforesaid.

(xiii)To carry out the foregoing object and purpose worldwide without limitation as to territory or geographical area, and to conduct its business to further the aforesaid object and purpose in all or any of its branches as principal, factor, agent, contractor or otherwise, either alone or through or in conjunction with any corporations, associations, partnerships, firms, trustees, syndicates, individuals, organizations, and other entities located or organized under the laws of any part of the world, and in carrying out, conducting or performing its business and attaining or furthering the aforesaid object and purpose, to maintain offices, branches and agencies worldwide without limitation as to territory or geographical area, to make and perform any contracts and to do any acts and things, and to carry on any business, and to exercise any powers suitable, convenient or proper for the accomplishment of the aforesaid object and purpose or incidental to the powers herein specified or which at any time may appear conducive to or expedient for the accomplishment of such object and purpose and which might be engaged in or carried on by a corporation formed under the laws of the State of Delaware, and to have and exercise, as required for or useful in connection with the object and purpose aforesaid, all of the powers conferred by the laws of the State of Delaware upon corporations formed under the laws of the State of Delaware.

C)To engage in all aspects of the business of exporting and distributing agricultural products worldwide without limitation as to territory or geographical area, and to purchase, receive, take by grant, gift, devise, bequest or otherwise, acquire, own, hold, improve, lease, employ, use and otherwise deal in the vans, trucks, containers or other objects in which said agricultural products may be transported.

D)In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct,-promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from the terms of any other clause in this Certificate of Incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

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4.The total number of shares of stock which the Corporation shall have authority.to issue is two thousand (2,000); all of such shares shall be without par value.

5.The name and mailing address of the sole incorporator is as follows:

NAME	MAILING ADDRESS
PAUL J. GOLDBERG	c/o Kissam, Halpin & Genovese 120 Broadway New York, New York 10005

6.The corporation is to have perpetual existence.

7.In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

A)To make, alter or repeal the by-laws of the corporation.

B)To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

C)To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

D)When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including. shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8.[Intentionally Omitted.]

9.Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

10.Any officer or agent may be removed by the board of directors whenever in its sole judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

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11.The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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EX-3.12

Exhibit 3.12

BY-LAWS

OF

FRESH EXPRESS INCORPORATED

________________________________

ARTICLE 1.Stockholders

Section 1.1Annual Meetings. An annual meeting of the stockholders shall be held each year for the election of directors at such date, time and place either within or without the State of Delaware as shall be designated by the Board of Directors, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation. Any other proper business may be transacted at the annual meeting of stockholders.

Section 1.2Special Meetings. Special meetings of stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called at any time by the Board of Directors, the Chairman, if any, the Vice Chairman, if any, or the President and shall be called by the Chairman or the Secretary at the request, in writing, stating the purpose or purposes of the meeting, of stockholders who hold a majority of the outstanding shares of each class of capital stock entitled to vote at the meeting. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be designated by the person or persons calling such meetings at least ten days prior to such meeting.

Section 1.3Notice of Meetings. Unless otherwise provided by law, whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the date, time and place of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote.

Section 1.5Quorum. Unless otherwise provided by law, the presence in person or representation by proxy of the holders of a majority of the outstanding shares of each class of capital

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stock entitled to vote at the meeting shall constitute a quorum for the transaction of business. For purposes of the foregoing, two or more classes or series of capital stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present and represented may, by vote of the holders of a majority of the shares of capital stock of the Corporation so present and represented, adjourn the meeting to another time and place and the provisions of Section 1.4 of these by-laws shall apply to each such adjournment. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or in his absence by the Vice Chairman, if any, or in his absence by the President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by the holders of a majority of shares entitled to vote who are present, in person or by proxy, at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7Voting; Proxies. Unless otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by him which has voting power on the subject matter submitted to a vote at the meeting. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the secretary before the proxy is voted. Voting of stockholders need not be by written ballot unless so determined at a stockholders’ meeting by the vote of the holders of a majority of the outstanding shares of each class of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter submitted to a vote at the meeting. Unless otherwise provided by law or the certificate of incorporation, the vote of the holders of a majority of the shares of capital stock of the Corporation present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter submitted to a vote at the meeting shall be the act of the stockholders.

The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each

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inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

Section 1.8Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings with stockholders are recorded; and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10Consent of Stockholders in Lieu of Meeting. Unless otherwise provided by the certificate of incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

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Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered as provided in Section 228(c) of the Delaware General Corporation Law.

ARTICLE 2.Board of Directors

Section 2.1Powers; Number; Qualifications. Unless otherwise provided by law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Unless provided by the certificate of incorporation, the Board of Directors shall consist of such number of directors as the Board of Directors shall from time to time designate except that in the absence of any such designation, such number shall be three (3). Unless otherwise provided by the certificate of incorporation, directors need not be stockholders.

Section 2.2Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office for one year and until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation directed to the Board of Directors or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any directors or the entire Board of Directors may be removed, with or without cause, by the vote of the holders of a majority of shares of capital stock then entitled to vote at any election of directors. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease. Unless otherwise provided by the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by the vote of the sole remaining director.

Section 2.3Regular Meetings. Regular meetings of the Board of Directors shall be held immediately following each annual meeting of stockholders and at such other dates, times and places either within or without the State of Delaware as the Board of Directors shall from time to time determine. A notice of a regular meeting shall not be required.

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Section 2.4Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman, if any, the Vice Chairman, if any, the President or by any two members of the Board of Directors. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be fixed by the person or persons calling the meeting.

Section 2.5Notice of Meetings. Written notice of each special meeting of the Board of Directors shall be given which shall state the date, time and place of the meeting. The written notice of any special meeting shall be given to each director by mailing written notice at least five days in advance of the meeting or by telegraphing or telexing or by facsimile or electronic transmission of the same not less than twenty-four hours before the meeting and shall be deemed to have been given when deposited in the United States mail, delivered to the telegraph company or transmitted by telex, as the case may be. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 2.6Telephonic Meetings Permitted. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute attendance and presence in person at such meeting.

Section 2.7Quorum; Vote Required for Action. Unless otherwise required by law or the certificate of incorporation, at each meeting of the Board of Directors, the presence of one-third of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or the certificate of incorporation. If at any meeting of the Board of Directors a quorum shall not be present, the members of the Board of Directors present may by majority vote adjourn the meeting to another place, date or time, without further notice or waiver thereof.

Section 2.8Organization. Meetings of the Board of Directors shall be presided over by the Chairman, if any, or in his absence, by the Vice Chairman, if any, or in his absence, by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9Action by Directors Without a Meeting. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if all members of the Board of Directors or of such committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 2.10Compensation of Directors. Unless otherwise provided by the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors.

Section 2.11Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of

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Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE 3.Committees

Section 3.1Committees. The Board of Directors may, by resolution passed by vote of a majority of the whole Board of Directors, designate one or more committees, with such lawfully delegated powers or duties as it thereby confers, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting thereof. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 3.2Power of Committees. Any committee designated by the Board of Directors, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to take any action which by law may only be taken by the Board of Directors or to take any action with reference to: amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these by-laws; and, unless a resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 3.3Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 2 of these by-laws.

ARTICLE 4.Officers

Section 4.1Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect from its membership or outside thereof a President and a Secretary. The Board of Directors may also elect from its membership a Chairman of the Board of Directors (herein called “Chairman”) and a Vice Chairman of the Board of Directors (herein called “Vice Chairman”), and from its membership or outside thereof, a Chief Executive Officer, who shall be the Chairman or the President, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant secretaries, a Treasurer and one or more Assistant Treasurers and such other officers or agents as it may determine. Unless otherwise provided by the certificate of incorporation, an individual may hold more than one office.

Section 4.2Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided by the Board of Directors when electing any officer, each officer shall hold office until the first meeting of

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the Board of Directors after the annual meeting of stockholders next succeeding his election, or until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation directed to the Board of Directors and the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any such officer or agent with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer or agent, if any, with the Corporation, but the election of an officer or agent shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors.

Section 4.3Chairman of the Board. The Chairman shall preside at all meetings of the Board of Directors and of the stockholders and shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the Chairman) shall from time to time delegate to the Chairman.

Section 4.4Vice Chairman of the Board. In the absence of the Chairman, the Vice Chairman shall preside at all meetings of the Board of Directors and of the stockholders. The Vice Chairman shall have such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Vice Chairman.

Section 4.5President. In the absence of the Chairman and the Vice Chairman, the President shall preside at all meetings of the Board of Directors and of the stockholders. The president shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the President) shall from time to time delegate to the President.

Section 4.6Chief Executive Officer. The office of Chief Executive Officer shall be held by either the Chairman or the President. The Chief Executive Officer shall have the general duties and powers of a chief executive of a corporation and such other duties and powers as the Board of Directors shall from time to time delegate to the Chief Executive Officer. In the event of the absence or disability of the Chief Executive Officer, such other officer of the Corporation as the Chief Executive Officer may from time to time designate shall have the duties and powers of the Chief Executive Officer for the duration of such absence or disability, unless and until the Board of Directors shall otherwise determine.

Section 4.7Vice Presidents. Each Vice President shall have such duties and powers as the Board of Directors or the President shall from time to time delegate to such Vice President.

Section 4.8Secretary. The Secretary shall have the general duties and powers of a secretary of a corporation and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Secretary. The Secretary shall have the duty to record in a book to be kept for that purpose the proceedings of the meetings of the stockholders, the Board of Directors and any committees designated by the Board of Directors. The Secretary shall have the duty to assure that notice is duly given of all meetings in accordance with the provisions of these by-laws or as required by law. The Secretary shall be custodian of the records of the Corporation and the corporate seal and shall have the power to attest all documents and instruments in writing as shall require attestation and the power to affix the corporate seal to such papers as may require it.

Section 4.9Treasurer. The Treasurer shall have the general duties and powers of a treasurer of a corporation and such other duties and powers as the Board of Directors or the Chief Executive

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Officer shall from time to time delegate to the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation and shall render to the Chairman, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation.

Section 4.10Other Officers; Security. The other officers, if any, of the Corporation shall have such duties and powers as generally pertain to their respective offices and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to each such officer. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

Section 4.11Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.12Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE 5.Indemnification of Officers, Directors and Others

Section 5.1Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee, or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 5.3 hereof, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 5.2Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 5.1 of this Article 5, an indemnitee shall also have the right to be paid by the

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Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 5.2 or otherwise.

Section 5.3Right of Indemnitee to Bring Suit. If a claim under Section 5.1 or 5.2 of this Article 5 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 5 or otherwise shall be on the Corporation.

Section 5.4Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article 5 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s certificate of incorporation, by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.5Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 5.6Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification

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and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 5.7Nature of Rights. The rights conferred upon indemnitees in this Article 5 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article 5 that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 5.8Merger or Consolidation. For purposes of this Article 5, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 5 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE 6.Stock

Section 6.1Certificates. Every holder of one or more shares of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any of or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 6.2Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 6.3Transfer of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 6.2 of Article 6 of these By-laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

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Section 6.4Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE 7.Miscellaneous

Section 7.1Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.2Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7.3Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law, the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the certificate of incorporation, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 7.4Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 7.5Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a

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reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7.6Powers of Officers. Each officer of the Corporation shall have the power to execute and deliver on behalf of the Corporation proxies to vote shares of stock owned by the Corporation and written consents to actions taken without a meeting by any corporation of which the Corporation is a stockholder.

Section 7.7Amendment of By-Laws. These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

Section 7.8Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 7.9Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 7.10Time Periods. In applying any provision of these By-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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EX-3.13

Exhibit 3.13

CERTIFICATE OF INCORPORATION

OF

B C SYSTEMS, INC.

1.The name of the corporation is B C SYSTEMS, INC.

2.The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

To engage in all aspects of the cattle business, including without limitation, to acquire, breed, raise, retain, buy, pasture, graze, feed, prepare for market, sell, and contract for livestock of all kinds, and for the performance of such other acts incident and supplementary thereto.

To engage in the growth, production, sale and processing of citrus, grapes and other farm products; to grade, develop and prepare land for the development of farm products: to purchase, plant and maintain farm products; and for the performance of such other acts incident and supplementary thereto.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States, any state of-the United States, or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock,: or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any

corporations, joint stock companies, syndicates, associations, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in no way limited or restricted by reference to, or inference from, the terms of any other clause in this Certificate of Incorporation, but the business and purposes of this article shall be regarded as independent business and purposes.

4.The total number of shares of stock which the corporation shall have authority to issue is twenty thousand (20,000); all of such shares shall be without par value.

The designations, and the powers, preferences, limitations or restrictions thereof are as follows:

(a)Preferred Stock. The preferred stock may be issued from time to time in one or more series in any manner permitted by law, as determined from time to time by the board of directors and stated in the resolution or resolutions providing for the issuance of such stock pursuant to authority vested in it, each series to be appropriately designated, prior to the issuance of any shares thereof, by some distinguishing letter, number or title. The voting powers, if any, designations,

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preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of each series of preferred stock may be similar to or may differ from those of any other series. The board of directors is hereby expressly granted authority to the fullest extent permitted by law to fix from time to time before the issuance thereof, the number of shares in each series of preferred stock, the voting rights, if any, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of or pertaining to the shares in each such series, including, but without limiting the generality of the foregoing, the following:

(i)The number of shares to constitute such series (which number may at any time, or from time to time, be increased by providing that any unissued shares of preferred stock shall constitute part of such series, or may at any time, or from time to time, be decreased not below the number of shares thereof then outstanding by providing that any unissued shares previously assigned to such series shall no longer constitute part thereof);

(ii)The dividend rate, if any, on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date of dates, if any; from which dividends thereon shall be cumulative;

(iii)Whether or not the shares of such series shall be redeemable, and, if redeemable, the date or dates upon or after which they shall be redeemable, the amount per share (which shall be, in the case of each share, not less than its preference upon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permitted by law;

(iv)The right, if any, of holders of such series to convert the same into, or exchange the same for common stock or other stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustment of the conversion rate in such events as the board of directors shall determine;

(v)The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or winding up of the corporation;

(vi)Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers provided by law, and in case additional voting powers are accorded to fix the extent thereof; and

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(vii)Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the Restated Certificate of Incorporation of the corporation or with the resolution or resolutions adopted by the board of directors, as hereinabove provided, providing for the issues of any series for which there are shares then outstanding.

All shares of preferred stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of preferred stock of all series need not be of equal rank and any series may differ from any other series with respect to any one or more of the voting powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions which may be fixed by the board of directors.

(b)Common Stock. Subject to the voting powers, designations, preferences and relative, participating option or other rights, if any, the qualifications, limitations and restrictions with respect to each class or series thereof of the authorized shares of the corporation having any preference or priority over the common stock, the holders of the common stock shall have and possess all rights appertaining to authorized shares of the corporation.

(c)Preemptive Rights, No holder of shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or receive any part of any new or additional shares of any class, whether now or hereafter authorized, or of bonds, debentures, or other evidences of indebtedness convertible into or exchangeable for shares, but all such new or additional shares of any class, or bonds, debentures, or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the board of directors on such terms and for such consideration, so far as may be permitted by law. The number of authorized shares of preferred stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote.

5.The corporation is to have perpetual existence.

6.In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

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To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

7.[Intentionally Omitted.]

8.Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

9.Any officer or agent may be removed by the board of directors whenever in its sole judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

10.The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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EX-3.14

Exhibit 3.14

BY-LAWS

OF

BC SYSTEMS, INC,

________________________________

ARTICLE 1.Stockholders

Section 1.1Annual Meetings. An annual meeting of the stockholders shall be held each year for the election of directors at such date, time and place either within or without the State of Delaware as shall be designated by the Board of Directors, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation. Any other proper business may be transacted at the annual meeting of stockholders.

Section 1.2Special Meetings. Special meetings of stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called at any time by the Board of Directors, the Chairman, if any, the Vice Chairman, if any, or the President and shall be called by the Chairman or the Secretary at the request, in writing, stating the purpose or purposes of the meeting, of stockholders who hold a majority of the outstanding shares of each class of capital stock entitled to vote at the meeting. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be designated by the person or persons calling such meetings at least ten days prior to such meeting.

Section 1.3Notice of Meetings. Unless otherwise provided by law, whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the date, time and place of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote.

Section 1.5Quorum. Unless otherwise provided by law, the presence in person or representation by proxy of the holders of a majority of the outstanding shares of each class of capital

stock entitled to vote at the meeting shall constitute a quorum for the transaction of business. For purposes of the foregoing, two or more classes or series of capital stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present and represented may, by vote of the holders of a majority of the shares of capital stock of the Corporation so present and represented, adjourn the meeting to another time and place and the provisions of Section 1.4 of these by-laws shall apply to each such adjournment. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or in his absence by the Vice Chairman, if any, or in his absence by the President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by the holders of a majority of shares entitled to vote who are present, in person or by proxy, at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7Voting; Proxies. Unless otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by him which has voting power on the subject matter submitted to a vote at the meeting. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the secretary before the proxy is voted. Voting of stockholders need not be by written ballot unless so determined at a stockholders’ meeting by the vote of the holders of a majority of the outstanding shares of each class of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter submitted to a vote at the meeting. Unless otherwise provided by law or the certificate of incorporation, the vote of the holders of a majority of the shares of capital stock of the Corporation present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter submitted to a vote at the meeting shall be the act of the stockholders.

The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each

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inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

Section 1.8Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings with stockholders are recorded; and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10Consent of Stockholders in Lieu of Meeting. Unless otherwise provided by the certificate of incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

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Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered as provided in Section 228(c) of the Delaware General Corporation Law.

ARTICLE 2.Board of Directors

Section 2.1Powers; Number; Qualifications. Unless otherwise provided by law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Unless provided by the certificate of incorporation, the Board of Directors shall consist of such number of directors as the Board of Directors shall from time to time designate except that in the absence of any such designation, such number shall be three (3). Unless otherwise provided by the certificate of incorporation, directors need not be stockholders.

Section 2.2Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office for one year and until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation directed to the Board of Directors or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any directors or the entire Board of Directors may be removed, with or without cause, by the vote of the holders of a majority of shares of capital stock then entitled to vote at any election of directors. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease. Unless otherwise provided by the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by the vote of the sole remaining director.

Section 2.3Regular Meetings. Regular meetings of the Board of Directors shall be held immediately following each annual meeting of stockholders and at such other dates, times and places either within or without the State of Delaware as the Board of Directors shall from time to time determine. A notice of a regular meeting shall not be required.

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Section 2.4Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman, if any, the Vice Chairman, if any, the President or by any two members of the Board of Directors. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be fixed by the person or persons calling the meeting.

Section 2.5Notice of Meetings. Written notice of each special meeting of the Board of Directors shall be given which shall state the date, time and place of the meeting. The written notice of any special meeting shall be given to each director by mailing written notice at least five days in advance of the meeting or by telegraphing or telexing or by facsimile or electronic transmission of the same not less than twenty-four hours before the meeting and shall be deemed to have been given when deposited in the United States mail, delivered to the telegraph company or transmitted by telex, as the case may be. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 2.6Telephonic Meetings Permitted. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute attendance and presence in person at such meeting.

Section 2.7Quorum; Vote Required for Action. Unless otherwise required by law or the certificate of incorporation, at each meeting of the Board of Directors, the presence of one-third of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or the certificate of incorporation. If at any meeting of the Board of Directors a quorum shall not be present, the members of the Board of Directors present may by majority vote adjourn the meeting to another place, date or time, without further notice or waiver thereof.

Section 2.8Organization. Meetings of the Board of Directors shall be presided over by the Chairman, if any, or in his absence, by the Vice Chairman, if any, or in his absence, by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9Action by Directors Without a Meeting. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if all members of the Board of Directors or of such committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 2.10Compensation of Directors. Unless otherwise provided by the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors.

Section 2.11Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of

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Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE 3.Committees

Section 3.1Committees. The Board of Directors may, by resolution passed by vote of a majority of the whole Board of Directors, designate one or more committees, with such lawfully delegated powers or duties as it thereby confers, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting thereof. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 3.2Power of Committees. Any committee designated by the Board of Directors, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to take any action which by law may only be taken by the Board of Directors or to take any action with reference to: amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these by-laws; and, unless a resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 3.3Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 2 of these by-laws.

ARTICLE 4.Officers

Section 4.1Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect from its membership or outside thereof a President and a Secretary. The Board of Directors may also elect from its membership a Chairman of the Board of Directors (herein called “Chairman”) and a Vice Chairman of the Board of Directors (herein called “Vice Chairman”), and from its membership or outside thereof, a Chief Executive Officer, who shall be the Chairman or the President, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant secretaries, a Treasurer and one or more Assistant Treasurers and such other officers or agents as it may determine. Unless otherwise provided by the certificate of incorporation, an individual may hold more than one office.

Section 4.2Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided by the Board of Directors when electing any officer, each officer shall hold office until the first meeting of

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the Board of Directors after the annual meeting of stockholders next succeeding his election, or until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation directed to the Board of Directors and the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any such officer or agent with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer or agent, if any, with the Corporation, but the election of an officer or agent shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors.

Section 4.3Chairman of the Board. The Chairman shall preside at all meetings of the Board of Directors and of the stockholders and shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the Chairman) shall from time to time delegate to the Chairman.

Section 4.4Vice Chairman of the Board. In the absence of the Chairman, the Vice Chairman shall preside at all meetings of the Board of Directors and of the stockholders. The Vice Chairman shall have such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Vice Chairman.

Section 4.5President. In the absence of the Chairman and the Vice Chairman, the President shall preside at all meetings of the Board of Directors and of the stockholders. The president shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the President) shall from time to time delegate to the President.

Section 4.6Chief Executive Officer. The office of Chief Executive Officer shall be held by either the Chairman or the President. The Chief Executive Officer shall have the general duties and powers of a chief executive of a corporation and such other duties and powers as the Board of Directors shall from time to time delegate to the Chief Executive Officer. In the event of the absence or disability of the Chief Executive Officer, such other officer of the Corporation as the Chief Executive Officer may from time to time designate shall have the duties and powers of the Chief Executive Officer for the duration of such absence or disability, unless and until the Board of Directors shall otherwise determine.

Section 4.7Vice Presidents. Each Vice President shall have such duties and powers as the Board of Directors or the President shall from time to time delegate to such Vice President.

Section 4.8Secretary. The Secretary shall have the general duties and powers of a secretary of a corporation and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Secretary. The Secretary shall have the duty to record in a book to be kept for that purpose the proceedings of the meetings of the stockholders, the Board of Directors and any committees designated by the Board of Directors. The Secretary shall have the duty to assure that notice is duly given of all meetings in accordance with the provisions of these by-laws or as required by law. The Secretary shall be custodian of the records of the Corporation and the corporate seal and shall have the power to attest all documents and instruments in writing as shall require attestation and the power to affix the corporate seal to such papers as may require it.

Section 4.9Treasurer. The Treasurer shall have the general duties and powers of a treasurer of a corporation and such other duties and powers as the Board of Directors or the Chief Executive

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Officer shall from time to time delegate to the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation and shall render to the Chairman, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation.

Section 4.10Other Officers; Security. The other officers, if any, of the Corporation shall have such duties and powers as generally pertain to their respective offices and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to each such officer. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

Section 4.11Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.12Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE 5.Indemnification of Officers, Directors and Others

Section 5.1Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee, or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 5.3 hereof, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 5.2Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 5.1 of this Article 5, an indemnitee shall also have the right to be paid by the

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Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 5.2 or otherwise.

Section 5.3Right of Indemnitee to Bring Suit. If a claim under Section 5.1 or 5.2 of this Article 5 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 5 or otherwise shall be on the Corporation.

Section 5.4Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article 5 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s certificate of incorporation, by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.5Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 5.6Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification

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and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 5.7Nature of Rights. The rights conferred upon indemnitees in this Article 5 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article 5 that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 5.8Merger or Consolidation. For purposes of this Article 5, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 5 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE 6.Stock

Section 6.1Certificates. Every holder of one or more shares of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any of or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 6.2Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 6.3Transfer of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 6.2 of Article 6 of these By-laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

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Section 6.4Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE 7.Miscellaneous

Section 7.1Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.2Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7.3Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law, the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the certificate of incorporation, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 7.4Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 7.5Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a

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reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7.6Powers of Officers. Each officer of the Corporation shall have the power to execute and deliver on behalf of the Corporation proxies to vote shares of stock owned by the Corporation and written consents to actions taken without a meeting by any corporation of which the Corporation is a stockholder.

Section 7.7Amendment of By-Laws. These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

Section 7.8Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 7.9Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 7.10Time Periods. In applying any provision of these By-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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EX-3.15

Exhibit 3.15

RESTATED CERTIFICATE OF INCORPORATION

OF

TRANSFRESH CORPORATION

(As amended through May 12, 2008)

1.The name of the corporation is TransFRESH Corporation.

1.The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

2.The nature of the business or purposes to be conducted or promoted is:

A)To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

B)To engage in selling, providing and maintaining gaseous atmospheres for aiding in the preservation of fruits, vegetables, meats, fish, shell fish and all other perishable commodities without exception and worldwide without limitation as to territory or geographical area, and in connection therewith:

(i)To create, manufacture, produce, service, process, purchase and otherwise acquire, sell, transfer, export, and otherwise dispose of, trade, deal in and with, such fixtures, equipment, tools, instruments and mechanisms, and goods, wares, merchandise and property of every class and description as are required for or useful in connection with the object and purpose aforesaid.

(ii)To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage and otherwise dispose of, letters patent of the United States and foreign countries. patent rights, licenses, privileges, inventions, improvements, processes, copyrights, trade-marks and trade names, relating to or useful in connection with the object and purpose aforesaid.

(iii)To acquire by purchase, subscription or otherwise, and to hold, sell, assign, transfer, exchange, mortgage, pledge, and otherwise dispose of stocks, bonds, mortgages, debentures, trust receipts, trust certificates, notes, obligations, contracts, certificates of interest, chases in action, evidences of indebtedness and any securities whatsoever, of any corporation, association, firm, syndicate, trust, person, government, state, municipality or other organization; to receive, collect and dispose of interest, dividends and other income upon, of and from any of the foregoing and any other property held or owned by it, to exercise any and all rights, powers and privileges of ownership or interest in respect of any of the foregoing, including the right to vote thereon for any and all purposes, to do any and all acts and things for the preservations protection, improvement and enhancement in value thereof, to guarantee the same or become surety in respect thereof, to aid by loan, subsidy, guaranty or otherwise those issuing, creating or responsible for the same, and to exercise any and all of said powers either on its own account or with, or as agent for, any person, firm, corporation or other corporation or other organization all as required for or useful in connection with the object and purpose aforesaid; and upon distribution of the assets, or division of the profits of the Corporation, to distribute any such capital stock,

trust certificates, bonds and other securities, or the proceeds thereof, among the stockholders of the Corporation according to their respective rights and preferences.

(iv)To act as agent for corporations, associations, firms, partnerships, individuals and other persons engaged in the same or in any similar or related business or in any part thereof, all as required for or useful in connection with the object and purpose aforesaid.

(v)To purchase, lease, hire, manufacture and otherwise acquire, and to hold, own, use, let, rent, sell, assign, hypothecate, pledge, mortgage, exchange and otherwise pose of, import, export, invest in, trade in and deal in and with goods, wares, merchandise, grants, options, concessions, franchises, contracts and personal property, or any interest therein, without limit as to amount, and worldwide without limitation as to territory or geographical area, all as required for or useful in connection with the object and purpose aforesaid.

(vi)To purchase, lease or otherwise acquire and to hold, own, let, rent, improve, maintain, mortgage, hypothecate, exchange, sell, assign, transfer, convey and otherwise dispose of, invest in, trade in and deal in and with, real property or any interest therein, without limit as to amount, and worldwide without limitation as to territory or geographical area, all as required for or useful in connection with the object and purpose aforesaid.

(vii)To pay for any properties acquired by it as required for or useful in connection with the object and purpose aforesaid in money or in its own notes and obligations or by the exchange therefor of its own stocks or other securities or any property or interest held by it.

(viii)In any manner and to any extent now or hereafter authorized or permitted by law, to borrow or otherwise raise money, to make, execute, endorse, accept and issue promissory notes, bills of exchange, negotiable instruments and other obligations, and to redeem any debt or obligation before the same shall fall due, and to guarantee the obligations of or in any other way assist any corporation, association, firm, partnership, individual or other person in which or with which it may be interested, as required for or useful in connection with the object and purpose aforesaid.

(ix)To mortgage, pledge, or hypothecate on any terms any of its properties or assets as security for lawful undertakings required for or useful in connection with the object and purpose aforesaid.

(x)To purchase or otherwise acquire the whole or any part of the property, assets, business, goodwill and rights, and to undertake or assume the whole or any part of the bonds, mortgages, franchises, leases, contracts, indebtedness, guaranties, liabilities and obligations, of any person, firm, association, corporation or organization, but only to the extent the same are required for or useful in connection with the object and purpose aforesaid, and to pay for the same or any part on combination thereof in cash, capital stock, bonds, debentures, notes, and other securities or obligations of the Corporation or otherwise, or by undertaking and assuming the whole or any part of the liabilities and obligations of the transferor; and to hold or in any manner dispose of the whole or any part of the property and assets so acquired, to conduct in any lawful manner the whole or any part of the business so acquired, and to exercise all the power necessary or convenient in and about the conduct, management and carrying on of such business; all as required for or useful in connection with the object and purpose aforesaid.

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(xi)To purchase, hold, sell and transfer shares of its own capital stock, obligations and other securities and to have and exercise all the rights of ownership thereof, all in the manner and to the extent now or hereafter permitted by the laws of the State of Delaware.

(xii)To exercise any of its powers itself or through the medium of subsidiary corporations organized under the laws of the United States of America or of any state therein or under the laws of any country, state, or political subdivision thereof, worldwide without limitation as to territory or geographical area, all as required for or useful in connection with the object and purpose aforesaid.

(xiii)To carry out the foregoing object and purpose worldwide without limitation as to territory or geographical area, and to conduct its business to further the aforesaid object and purpose in all or any of its branches as principal, factor, agent, contractor or otherwise, either alone or through or in conjunction with any corporations, associations, partnerships, firms, trustees, syndicates, individuals, organizations, and other entities located in or organized under the laws of any part of the world, and in carrying out, conducting or performing its business and attaining or furthering the aforesaid object and purpose, to maintain offices, branches and agencies worldwide without limitation as to territory or geographical area, to make and perform any contracts and to do any acts and things, and to carry on any business, and to exercise any powers suitable, convenient or proper for the accomplishment of the aforesaid object and purpose or incidental to the powers herein specified or which at any time may appear conducive to or expedient for the accomplishment of such object and purpose and which might be engaged in or carried on by a corporation formed under the laws of the State of Delaware, and to have and exercise, as required for or useful in connection with the object and purpose aforesaid, all of the powers conferred by the laws of the State of Delaware upon corporations formed under the laws of the State of Delaware.

C)To engage in all aspects of the business of exporting and distributing agricultural products worldwide without limitation as to territory or geographical area, and to purchase, receive, take by grant, gift, devise, bequest or otherwise, acquire, own, hold, improve, lease, employ, use and otherwise deal in the vans, trucks, containers or other objects in which said agricultural products may be transported.

D)In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment or the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in no way limited or restricted by reference to, or inference from the terms of any other clause in this Certificate of Incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

3.This corporation is authorized to issue one class of stock to be designated Common Stock, with a par value of $5 per share. The total number of shares of Common Stock that the Corporation is authorized to issue is three thousand (3,000). Upon the effectiveness of the Certificate of Amendment of the Restated Certificate of Incorporation adding this sentence, each forty (40) issued and outstanding shares of Common Stock shall be combined, reclassified and changed into one (1) share of Common Stock of the Corporation.

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4.The stockholders shall not be personally liable for the payment of the corporation’s debts.

5.The corporation is to have perpetual existence.

6.In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

A)To make, alter or repeal the bylaws of the corporation to the extent and in the manner authorized by the stockholders in a resolution validly adopted by them.

B)To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

C)To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

D)When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

7.[Intentionally Omitted.]

8.Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

9.Any officer or agent may be removed by the board of directors whenever in its sole judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

10.The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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EX-3.16

Exhibit 3.16

BY-LAWS

OF

TRANSFRESH CORP.

________________________________

ARTICLE 1.Stockholders

Section 1.1Annual Meetings. An annual meeting of the stockholders shall be held each year for the election of directors at such date, time and place either within or without the State of Delaware as shall be designated by the Board of Directors, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation. Any other proper business may be transacted at the annual meeting of stockholders.

Section 1.2Special Meetings. Special meetings of stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called at any time by the Board of Directors, the Chairman, if any, the Vice Chairman, if any, or the President and shall be called by the Chairman or the Secretary at the request, in writing, stating the purpose or purposes of the meeting, of stockholders who hold a majority of the outstanding shares of each class of capital stock entitled to vote at the meeting. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be designated by the person or persons calling such meetings at least ten days prior to such meeting.

Section 1.3Notice of Meetings. Unless otherwise provided by law, whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the date, time and place of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote.

Section 1.5Quorum. Unless otherwise provided by law, the presence in person or representation by proxy of the holders of a majority of the outstanding shares of each class of capital

stock entitled to vote at the meeting shall constitute a quorum for the transaction of business. For purposes of the foregoing, two or more classes or series of capital stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present and represented may, by vote of the holders of a majority of the shares of capital stock of the Corporation so present and represented, adjourn the meeting to another time and place and the provisions of Section 1.4 of these by-laws shall apply to each such adjournment. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or in his absence by the Vice Chairman, if any, or in his absence by the President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by the holders of a majority of shares entitled to vote who are present, in person or by proxy, at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7Voting; Proxies. Unless otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by him which has voting power on the subject matter submitted to a vote at the meeting. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the secretary before the proxy is voted. Voting of stockholders need not be by written ballot unless so determined at a stockholders’ meeting by the vote of the holders of a majority of the outstanding shares of each class of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter submitted to a vote at the meeting. Unless otherwise provided by law or the certificate of incorporation, the vote of the holders of a majority of the shares of capital stock of the Corporation present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter submitted to a vote at the meeting shall be the act of the stockholders.

The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each

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inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

Section 1.8Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings with stockholders are recorded; and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10Consent of Stockholders in Lieu of Meeting. Unless otherwise provided by the certificate of incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

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Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered as provided in Section 228(c) of the Delaware General Corporation Law.

ARTICLE 2.Board of Directors

Section 2.1Powers; Number; Qualifications. Unless otherwise provided by law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Unless provided by the certificate of incorporation, the Board of Directors shall consist of such number of directors as the Board of Directors shall from time to time designate except that in the absence of any such designation, such number shall be three (3). Unless otherwise provided by the certificate of incorporation, directors need not be stockholders.

Section 2.2Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office for one year and until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation directed to the Board of Directors or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any directors or the entire Board of Directors may be removed, with or without cause, by the vote of the holders of a majority of shares of capital stock then entitled to vote at any election of directors. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease. Unless otherwise provided by the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by the vote of the sole remaining director.

Section 2.3Regular Meetings. Regular meetings of the Board of Directors shall be held immediately following each annual meeting of stockholders and at such other dates, times and places either within or without the State of Delaware as the Board of Directors shall from time to time determine. A notice of a regular meeting shall not be required.

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Section 2.4Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman, if any, the Vice Chairman, if any, the President or by any two members of the Board of Directors. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be fixed by the person or persons calling the meeting.

Section 2.5Notice of Meetings. Written notice of each special meeting of the Board of Directors shall be given which shall state the date, time and place of the meeting. The written notice of any special meeting shall be given to each director by mailing written notice at least five days in advance of the meeting or by telegraphing or telexing or by facsimile or electronic transmission of the same not less than twenty-four hours before the meeting and shall be deemed to have been given when deposited in the United States mail, delivered to the telegraph company or transmitted by telex, as the case may be. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 2.6Telephonic Meetings Permitted. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute attendance and presence in person at such meeting.

Section 2.7Quorum; Vote Required for Action. Unless otherwise required by law or the certificate of incorporation, at each meeting of the Board of Directors, the presence of one-third of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or the certificate of incorporation. If at any meeting of the Board of Directors a quorum shall not be present, the members of the Board of Directors present may by majority vote adjourn the meeting to another place, date or time, without further notice or waiver thereof.

Section 2.8Organization. Meetings of the Board of Directors shall be presided over by the Chairman, if any, or in his absence, by the Vice Chairman, if any, or in his absence, by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9Action by Directors Without a Meeting. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if all members of the Board of Directors or of such committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 2.10Compensation of Directors. Unless otherwise provided by the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors.

Section 2.11Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of

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Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE 3.Committees

Section 3.1Committees. The Board of Directors may, by resolution passed by vote of a majority of the whole Board of Directors, designate one or more committees, with such lawfully delegated powers or duties as it thereby confers, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting thereof. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 3.2Power of Committees. Any committee designated by the Board of Directors, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to take any action which by law may only be taken by the Board of Directors or to take any action with reference to: amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these by-laws; and, unless a resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 3.3Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 2 of these by-laws.

ARTICLE 4.Officers

Section 4.1Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect from its membership or outside thereof a President and a Secretary. The Board of Directors may also elect from its membership a Chairman of the Board of Directors (herein called “Chairman”) and a Vice Chairman of the Board of Directors (herein called “Vice Chairman”), and from its membership or outside thereof, a Chief Executive Officer, who shall be the Chairman or the President, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant secretaries, a Treasurer and one or more Assistant Treasurers and such other officers or agents as it may determine. Unless otherwise provided by the certificate of incorporation, an individual may hold more than one office.

Section 4.2Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided by the Board of Directors when electing any officer, each officer shall hold office until the first meeting of

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the Board of Directors after the annual meeting of stockholders next succeeding his election, or until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation directed to the Board of Directors and the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any such officer or agent with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer or agent, if any, with the Corporation, but the election of an officer or agent shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors.

Section 4.3Chairman of the Board. The Chairman shall preside at all meetings of the Board of Directors and of the stockholders and shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the Chairman) shall from time to time delegate to the Chairman.

Section 4.4Vice Chairman of the Board. In the absence of the Chairman, the Vice Chairman shall preside at all meetings of the Board of Directors and of the stockholders. The Vice Chairman shall have such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Vice Chairman.

Section 4.5President. In the absence of the Chairman and the Vice Chairman, the President shall preside at all meetings of the Board of Directors and of the stockholders. The president shall have such other duties and powers as the Board of Directors or the Chief Executive Officer (if such office is not held by the President) shall from time to time delegate to the President.

Section 4.6Chief Executive Officer. The office of Chief Executive Officer shall be held by either the Chairman or the President. The Chief Executive Officer shall have the general duties and powers of a chief executive of a corporation and such other duties and powers as the Board of Directors shall from time to time delegate to the Chief Executive Officer. In the event of the absence or disability of the Chief Executive Officer, such other officer of the Corporation as the Chief Executive Officer may from time to time designate shall have the duties and powers of the Chief Executive Officer for the duration of such absence or disability, unless and until the Board of Directors shall otherwise determine.

Section 4.7Vice Presidents. Each Vice President shall have such duties and powers as the Board of Directors or the President shall from time to time delegate to such Vice President.

Section 4.8Secretary. The Secretary shall have the general duties and powers of a secretary of a corporation and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to the Secretary. The Secretary shall have the duty to record in a book to be kept for that purpose the proceedings of the meetings of the stockholders, the Board of Directors and any committees designated by the Board of Directors. The Secretary shall have the duty to assure that notice is duly given of all meetings in accordance with the provisions of these by-laws or as required by law. The Secretary shall be custodian of the records of the Corporation and the corporate seal and shall have the power to attest all documents and instruments in writing as shall require attestation and the power to affix the corporate seal to such papers as may require it.

Section 4.9Treasurer. The Treasurer shall have the general duties and powers of a treasurer of a corporation and such other duties and powers as the Board of Directors or the Chief Executive

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Officer shall from time to time delegate to the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation and shall render to the Chairman, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation.

Section 4.10Other Officers; Security. The other officers, if any, of the Corporation shall have such duties and powers as generally pertain to their respective offices and such other duties and powers as the Board of Directors or the Chief Executive Officer shall from time to time delegate to each such officer. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

Section 4.11Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.12Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE 5.Indemnification of Officers, Directors and Others

Section 5.1Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee, or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 5.3 hereof, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 5.2Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 5.1 of this Article 5, an indemnitee shall also have the right to be paid by the

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Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 5.2 or otherwise.

Section 5.3Right of Indemnitee to Bring Suit. If a claim under Section 5.1 or 5.2 of this Article 5 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 5 or otherwise shall be on the Corporation.

Section 5.4Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article 5 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s certificate of incorporation, by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.5Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 5.6Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification

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and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 5.7Nature of Rights. The rights conferred upon indemnitees in this Article 5 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article 5 that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 5.8Merger or Consolidation. For purposes of this Article 5, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 5 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE 6.Stock

Section 6.1Certificates. Every holder of one or more shares of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any of or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 6.2Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 6.3Transfer of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 6.2 of Article 6 of these By-laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

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Section 6.4Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE 7.Miscellaneous

Section 7.1Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.2Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7.3Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law, the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the certificate of incorporation, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 7.4Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 7.5Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a

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reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7.6Powers of Officers. Each officer of the Corporation shall have the power to execute and deliver on behalf of the Corporation proxies to vote shares of stock owned by the Corporation and written consents to actions taken without a meeting by any corporation of which the Corporation is a stockholder.

Section 7.7Amendment of By-Laws. These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

Section 7.8Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 7.9Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 7.10Time Periods. In applying any provision of these By-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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EX-3.17

Exhibit 3.17

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Incorporation –

Domestic Business Corporation

(as amended through December 28, 2007)

______________________________________________________________________________

In compliance with the requirements of section 204 of the Business Corporation Law act of May 5, 1933 (P. L. 364) (15 P. S. § 1204), the undersigned, desiring to be incorporated as a business corporation, hereby certifies (certify) that:

1. The name of the corporation is:

Verdelli Farms, Inc,

2.    The location and post office address of the initial registered office of the corporation in this Commonwealth is:

East Second Street(Number)    (Street)

Hummelstown,        Pennsylvania        17036        (City)                                        (Zip Code)

3.The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes:

To engage in and to do any lawful acts concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania, including but not limited to processing, manufacturing, owning, using and dealing in personal property of every class and description, engaging

in research and development, furnishing services and acquiring, owning, using and disposing of real property of any nature whatsoever.

4.    The term for which the corporation is to exist is:     Perpetual        5.    The aggregate number of shares which the corporation shall have authority to issue is:

10,000 shares common stock with a par value of $5.00 per share

EX-3.18

Exhibit 3.18

BYLAWS

VERDELLI FARMS, INC.

ARTICLE I.SHAREHOLDERS

1.The annual meeting of the shareholders of this corporation shall be held at such time, date and place as the Board of Directors shall determine.

2.Special meetings of the shareholders may be called to be held at the principal office of the corporation, or at such other place within or without Pennsylvania designated in the call, at any time, by the President, the Secretary or by resolution of the Board of Directors, or upon written request of the shareholders entitled to cast at least 20% of the votes that all shareholders are entitled to cast at the meeting. Upon written request of the shareholder or shareholders entitled to call a special meeting, the Secretary shall give notice of such special meeting, to be held at such time as the Secretary may fix, not less than ten nor more than sixty days after the receipt of such request. Upon neglect or refusal of the Secretary to give such notice, the person or persons calling the meeting may do so.

3.At least five days before each meeting of shareholders, the officer or agent having charge of the transfer books for shares shall make a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of, and the number of shares held by each. Such list shall be produced and kept open at the time and place of meeting, subject to the inspection of any shareholders during the whole time of the meeting. The preparation of such list may be dispensed with by oral or written agreement of all the shareholders.

4.Except as herein otherwise provided, written notice of the place, day and hour of each meeting of the shareholders shall be prepared and given to each shareholder having voting rights either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission, to his address (or to his telex, TWX or facsimile number) appearing on the books of the corporation, not less than five days before any such meeting unless a greater length of time is required by law; and if for a special meeting, such notice shall specify the general nature of the business to be transacted. In any case where the corporation has been unable to communicate with a shareholder for more than twenty-four (24) consecutive months because communications to the shareholder are returned unclaimed or the shareholder has otherwise failed to provide the corporation with a current address, the giving of notice to that shareholder shall not be required, and any action or meeting that is taken or held without notice to that shareholder shall have the same validity as if the notice or communication had been duly given. Notice of a meeting may be waived, whether before or after the time period indicated therein, by written waiver signed by the person or persons entitled to notice. When a meeting is adjourned, notice need not be given of the adjourned meeting or of the business to be transacted at the adjourned meeting, other than by

announcement at the meeting at which the adjournment is taken, unless the Board of Directors fixes a new record date for the adjourned meeting, or unless notice of the general nature of the business to be transacted at the adjourned meeting has not been given.

5.A quorum at any meeting of the shareholders shall consist of the presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted on at the meeting. A majority of the votes cast shall be sufficient to authorize any corporate action at the meeting unless such action is by statute required to be decided by a majority of the outstanding shares or otherwise.

6.All meetings of the shareholders shall be called to order and presided over by the President, or in his absence by a Vice-President (if a Vice-President is then serving), or in his absence by the Secretary, and if none of these are present by a chairman elected by the shareholders.

7.Shareholders shall have the right to be represented and to vote by proxy at any meeting of shareholders.

8.Any action which may be taken at a meeting of shareholders may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purposes.

9.Any one or more shareholders may participate in any meeting of shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting. Notwithstanding the foregoing, however, use of conference telephone and similar communication equipment shall be permitted at the discretion of the Board of Directors, which shall be deemed to have permitted such use unless and until it shall have taken due action to prohibit such use.

10.The election of directors shall be at the annual meeting of the shareholders, or at any special meeting called for that purpose. Election of directors need not be by ballot unless required by vote of the shareholders before the voting for election of directors begins. Nominations of candidates for election to the Board of Directors shall be received from shareholders entitled to elect directors at such meeting, unless the Board of Directors shall have taken action which stipulates that the following written nomination procedure shall be followed, in which case nomination for election to the Board shall occur only in accordance with the procedure. The written nomination procedure shall be as follows: Nominations, other than those made by the Board of Directors or any committee thereof, must be made in writing and delivered to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any shareholder meeting called for the election of directors, provided, however, that if less than 21 days’ notice of such meeting is given, such nominations may be delivered to the Secretary not later than the close of business on the 7th day following the day on which such notice is mailed. The required notice must set forth, to the extent known by the notifying shareholder, the name, address and principal occupation of each proposed nominee, and the name and address of the notifying shareholder, the number of shares and class of the corporation’s stock that he or she

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owns, and the number of shares that such shareholder will vote for each proposed nominee. Any nominations not made in accordance with the requirements of this Bylaw provision shall be disregarded.

ARTICLE II.DIRECTORS

1.The business and affairs of the corporation shall be managed under the direction of a Board of Directors consisting of one or more members, with the number of members in excess of one to be fixed from time to time by resolution of the Board or by resolution of the shareholders. The first Board shall consist of that person or those persons who shall be appointed by the incorporator of the corporation and shall serve until the first annual meeting of the shareholders and until their successors have been elected and qualified. Except in the cases of vacancies, newly created directorships resulting from any increase in the authorized number of directors, and directors constituting the initial Board of Directors, directors shall be elected by the shareholders. Each director so elected shall hold office until his successor has been elected and qualified, or his earlier death, resignation or removal. Directors need not be shareholders of the corporation.

2.Vacancies in the Board of Directors, including newly created directorships resulting from any increase in the authorized number of directors, shall be filled by a majority of the remaining members of the Board, though less than a quorum. Each person so elected shall be a director until the next annual meeting of shareholders and until his successor is elected and qualified, or his earlier death, resignation or removal.

3.A shareholder or group of shareholders entitled to elect, appoint, designate or otherwise select one or more directors may elect an alternative for each director. In the absence of a director from a meeting of the board, his alternate may, in the manner and upon such notice, as provided in these Bylaws, attend the meeting or execute a written consent and exercise at the meeting or in such consent all of the powers of the absent director.

4.The entire Board of Directors, or any member thereof, may be removed at any time without assigning any cause by the vote of the shareholders, or the holders of a class or series of shares, entitled to elect directors, or the class of directors, in the manner provided by law. Vacancies so occasioned may be filled at the same meeting.

5.Regular meetings of the Board of Directors may be held at such place, day and hour, as shall be determined from time to time by resolution of the Board at a duly convened meeting, or by unanimous written consent of the Board. If such action shall have been taken, no further notice of the holding of any of such regular scheduled meetings shall be necessary; in all other cases, notice shall be given to each director at least 24 hours before the time set for the meeting in the manner provided for in these Bylaws.

6.Special meetings of the Board of Directors may be called at any time by the President, the Secretary or a majority of the members of the Board, and may be held at any time and place, either within or without the Commonwealth of Pennsylvania, as the notice of meeting

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may provide. Notice of each special meeting shall be given to each director at least 24 hours before the time set forth the meeting in the manner provided for in these Bylaws.

7.When the giving of notice of any meeting of the Board of Directors is required, the following shall apply:

(a)the notice shall specify the place, day and hour of the meeting, but need not specify the business to be transacted at, nor the purpose of, the meeting.

(b)written notice shall not be required for any meeting, and notice may be given orally to the director in person, by telephone or by means of any other similar communication equipment.

(c)if written notice is utilized, it may be given either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission, to his address (or to his telex, TWX or facsimile number) appearing on the books of the corporation or supplied by him to the corporation for the purpose of notice.

(d)when a meeting of directors is adjourned, notice need not be given of the adjourned meeting, other than by announcement at the meeting at which the adjournment is given.

8.A quorum at any meeting shall consist of a majority of the directors then in office, and a majority of the directors present and voting shall decide any question that may come before the meeting.

9.The Board of Directors may, by resolution adopted by a majority of the directors in office establish one or more committees, each committee to consist of one or more of the directors of the corporation. Each committee shall serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member and alternative member or members of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified members. Any committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors except that a committee shall not have any power or authority as to the following:

(a)The submission to shareholders of any action requiring approval of shareholders under the BCL (as that term is more fully defined herein).

(b)The creation or filling of vacancies in the Board of Directors.

(c)The adoption, amendment or repeal of the Bylaws.

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(d)The amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board.

(e)Action on matters committed by these Bylaws or by resolution of the Board of Directors to another committee of the Board.

10.Unless the Board of Directors provides otherwise, each committee designated by the Board may adopt and amend rules for the conduct of its business. In the absence of more stringent requirements stipulated by the Board or by a provision in the rules of such committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present and voting at a meeting shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

11.Any action which may be taken at a meeting of the directors or of the members of the executive or other committee may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors or the members of the committee, as the case may be, and shall be filed with the Secretary of the corporation.

12.Any one or more directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting. Notwithstanding the foregoing, however, use of conference telephone and similar communications equipment shall be permitted at the discretion of the Board of Directors, which shall be deemed to have permitted such use unless and until it shall have taken due action to prohibit such use.

ARTICLE III.OFFICERS

1.As soon as practicable after the annual meeting of the shareholders, the Board of Directors shall elect a President, a Secretary, a Treasurer, and such other assistant officers and agents as it deems necessary or advisable. Unless sooner removed by the Board of Directors, which removal can be effected at any time either with or without cause, all the officers shall hold office for the term of the Board by which they are elected, and until their successors are elected and qualified, except in the event of their earlier death, resignation or removal. Any number of offices may be held by the same person.

2.Election of an officer or agent shall not of itself create contract rights. An officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Board of Directors may fill any vacancies in any office occurring in any manner.

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3.The President shall be the chief executive officer of the corporation, shall preside at all meetings, shall have general supervision of the affairs of the corporation, shall make reports to the directors and shareholders, and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors.

4.The Secretary shall attend meetings of the Board and shareholders and keep their minutes and record their votes, shall give or cause to be given notices of meetings of the Board and shareholders, shall have charge of the seal and the books of the corporation, shall sign with the President such instruments as require such signature, and shall make such reports and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors.

5.The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. He shall sign or countersign such instruments as require his signature, shall perform all duties incident to his office or that are properly required of him by the Board of Directors, and if required by the Board of Directors, shall give bond for the faithful performance of his duties in such sum and with such sureties as may be required by the Board of Directors.

6.All other officers, assistant officers, and agents shall perform such duties as may be required of them by the Board of Directors. All officers, assistant officers, and agents of the corporation shall be subject to removal by the Board of Directors at any time with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person removed.

7.The Board of Directors shall have power to fix the compensation of all officers and assistant officers of the corporation. It may authorize any officer upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers.

ARTICLE IV.SHARES

1.Share certificates shall be issued to each holder of fully-paid shares, in numerical order, from the share certificate books, and shall be executed, by facsimile or otherwise, in such manner as may be determined from time to time. Where such certificate is signed by a transfer agent or a registrar, the signature of any corporate officer upon such certificate may be a facsimile, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon any share certificate shall have ceased to be such officer because of death, resignation, or otherwise, before the certificate is issued, it may be issued by the corporation, with the same effect as if the officer had not ceased to be such at the time of its issue. A record of each certificate issued shall be kept.

2.Shares of the corporation shall, upon surrender and cancellation of the certificate representing them, be transferred upon the books of the corporation at the request of the holder thereof named in the surrendered certificate or certificates, in person or by his legal

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representative, or by his attorney duly authorized by written power of attorney filed with the Secretary of the corporation.

3.In case a share certificate is lost, destroyed or stolen, another may be issued in lieu thereof in such manner and upon such terms as the Secretary or Board of Directors may authorize under the circumstances.

4.The holder of record of any share or shares shall be entitled by the corporation to be treated as the holder in fact thereof, and the corporation accordingly shall not be bound to recognize any equitable claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by applicable laws; provided, that the Board of Directors may adopt a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons. The resolution of the Board may set forth:

(a)The classification of shareholder who may certify.

(b)The purpose or purposes for which the certification may be made.

(c)The form of certification and information to be contained therein.

(d)If the certification is with respect to a record date, the time after the record date within which the certification must be received by the corporation.

(e)Such other provisions with respect to the procedure as are deemed necessary or desirable.

Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

5.A subscriber to, or holder or owner of, shares shall not be under any liability to the corporation or any creditor thereof with respect to the shares other than the personal obligation of shareholder who has acquired his shares by subscription to comply with the terms of the subscription.

ARTICLE V.DIVIDENDS AND FINANCE

1.Dividends shall be declared as provided by law at such times as the Board of Directors shall determine.

2.The monies of the corporation shall be deposited in the name of the corporation, in such banks or depositories as the Board of Directors shall designate, and shall be drawn out only by check signed as directed by the Board of Directors.

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3.The compensation of officers and directors of the corporation, if any, shall be in such amount or at such rate as shall be fixed by order of the Board of Directors or by such person or persons as may be delegated by the Board to fix such compensation.

4.The officers of the corporation shall tender to the Board of Directors such financial reports of the condition of the corporation as may be required by the Board of Directors.

5.The Treasurer, with the approval of the Board of Directors, may make charitable contributions out of the funds of the corporation for purposes permitted by law, without the consent of the shareholders; provided, however, that full report of such contributions shall be made to the Board of Directors at its next meeting.

ARTICLE VI.INDEMNIFICATION

1.The corporation shall indemnify any director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to or who is called as a witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of this corporation, by reason of the fact that he is or was a director, officer, employee or agent of this corporation or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

2.The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of shareholders or directors or pursuant to the direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. It is the policy of this corporation that indemnification of, and advancement of expenses to, directors and officers of this corporation shall be made to the fullest extent permitted by law. To this end, the provisions of this Article VI shall be deemed to have been amended for the benefit of directors and officers of this corporation effective immediately upon any modification of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania (the “BCL”) which expands or enlarges the power or obligation of corporations organized under the BCL to indemnify, or advance expenses to, directors and officers of this corporation.

3.This corporation shall pay expenses incurred by an officer or director, and may pay expenses incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon

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receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by this corporation.

4.The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

5.This corporation shall have the authority to create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these Bylaws or otherwise. This authority shall include, without limitation, the authority to (i) deposit funds in trust or in escrow, (ii) establish any form of self-insurance, secure its indemnity obligation by grant of a security interest, mortgage or other lien on the assets of this corporation or (iv) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this Article VI. The provisions of this Article VI shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 1 of this Article VI but whom this corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the BCL or otherwise. The authority granted by this Section 5 shall be exercised by the Board of Directors of this corporation.

6.The repeal of this Article VI or any amendment thereof which may impair or otherwise diminish the protection afforded hereby to the persons described herein shall be effective only with respect to acts or omissions by such persons which occur after the effective date of such repeal or amendment and shall have no effect whatsoever with respect to acts or omissions occurring prior to such effective date.

ARTICLE VII.LIMITATION OF DIRECTOR MONETARY LIABILITY

A director of the corporation shall not be personally liable, as such, for monetary damages for any action taken, or for any failure to take any action, unless (1) the director has breached or failed to perform the duties of his office under Section 1721 of the BCL and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. This bylaw shall not apply to the responsibility or liability of a director pursuant to any criminal statute or to the liability of a director for the payment of taxes pursuant to local, state or federal law. No amendment to or repeal of this bylaw shall apply to or have any effect on the personal liability for monetary damages of any director of the corporation for, or with respect to, any act or omission of such director occurring prior to such amendment or repeal.

ARTICLE VIII.MISCELLANEOUS

1.The corporation may have a corporate seal which shall have inscribed thereon the name of the corporation, the year of organization, and the words “Corporate Seal -

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Pennsylvania”, or such inscription as the Board of Directors may determine. The seal may be used by causing it or a facsimile thereof to be impressed or affixed, or in any manner reproduced.

2.No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation or other entity or enterprise in which one or more of the corporation’s directors or officers are directors, trustees or officers, or have a financial or other interest, shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because the director’s or officer’s vote is counted for such purpose, if: (1) the material facts as to the director’s or officer’s interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum; (2) the material facts as to the director’s or officer’s interest and as to the contract or transaction are disclosed or known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the Board of Directors or the shareholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes such a contract or transaction.

3.Reference in these Bylaws to “BCL” shall mean the Pennsylvania Business Corporation Law of 1988, as amended from time to time.

ARTICLE IX.AMENDMENTS

1.These Bylaws may be adopted, amended or repealed, in whole or in part, by a majority vote of all votes cast at any regular or special meeting of the shareholders.

2.These Bylaws may be adopted, amended or repealed, in whole or in part, by a majority vote of the Board of Directors, at any regular or special meeting, subject to the power of the shareholders to change such action; provided, that except as provided in Section 1310(a) of the BCL, the Board of Directors shall not have the authority to adopt or change a bylaw on any subject that is committed expressly to the shareholders by any provision of the BCL. Any such action to adopt, amend or repeal these Bylaws may not be taken by a committee of the Board of Directors.

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EX-3.19

Exhibit 3.19

CERTIFICATE OF ORGANIZATION-DOMESTIC LIMITED LIABILITY COMPANY

DSCB:15-8913(Rev 95)

In compliance with the requirements of 15 Pa. C.S. § 8913 (relating to certificate of organization), the undersigned, desiring to organize a limited liability company, hereby state(s) that:

1.The name of the limited liability company is: V.F. Transportation, L.L.C.                    

2.The (a) address of the limited liability company’s initial registered office in this Commonwealth of (b) name of its commercial registered office provider and the county of venue is:

(a) 7505 Grayson Road, P.O. Box 4920        Harrisburg    PA    17111        Dauphin    

Number and Street            City        State    Zip        County

(b) c/o:

Name of Commercial Registered Office Provider                County

For a limited liability company represented by a commercial registered office provider, the county in (b) shall be deemed the count in which the limited liability company is located for venue and official publication purposes.

3.The name and address, including street and number, if any of each organizer are:

NAME                            ADDRESS

Timothy R. Deckert                                                    

McNees, Wallace & Nurick

100 Pine Stree, P.O. Box 1166                                            

Harrisburg, PA 17108-1166                                                

4.(Strike out if inapplicable):A member’s interest in the company is to be evidenced by a certificate of membership interest.

5.(Strike out if inapplicable): Management of the company is vested in a manager or managers.

6.The specified effective date, if any is:

month        day    year    hour, if any

7.(Strike out if inapplicable):The company is a restricted professional company organized to render the following professional service(s):

______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

8.For additional provisions of the certificate, if any, attach an 8 ½ x 11 sheet.

EX-3.20

Exhibit 3.20

V.F. TRANSPORTATION, L.L.C.

LIMITED LIABILITY COMPANY
OPERATING AGREEMENT

Section I.Defined Terms

The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them.

“Agreement” means this Agreement, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Company” means the limited liability company organized in accordance with this Agreement.

“Law” means the Pennsylvania Limited Liability Company Act, 15 P.S. §§8901, et seq., as amended from time to time.

“Member” means Verdelli Farms, Inc. When decisions or approvals are required of the Member hereunder, the action of the Board of Directors or of the duly authorized officer or employee of Verdelli Farms, Inc. shall be deemed to be the action of the Member. The Member may act through any authorized agent, employee, or representative.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

“Regulation” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

Section II.Formation and Name; Office; Purpose; Term

2.1Organization. The Member hereby organizes a limited liability company pursuant to the Law and the provisions of this Agreement and, for that purpose, has caused a Certificate of

Organization to be prepared, executed, and filed for record with the Secretary of State of the Commonwealth of Pennsylvania.

2.2Name of the Company. The name of the Company shall be “V.F. Transportation, L.L.C.” The Company may do business under that name and under any other name or names which may be duly authorized and registered. If the Company does business under a name other than that set forth in its Certificate of Organization, then the Company shall file a fictitious name registration as required by law.

2.3Purpose. The purpose of the Company is to provide transportation services for manufacturers of food and other products, including but not limited to the Member.

2.4Term. The term of the Company began upon the filing of the Certificate of Organization with the Secretary of State of the Commonwealth of Pennsylvania and shall continue in existence indefinitely, unless and until its existence is sooner terminated pursuant to Section IV of this Agreement.

2.5Registered Office; Principal Office. The registered office of the Company is Verdelli Farms, Inc., 7505 Grayson Road, P. 0. Box 4920, Harrisburg, PA 17111. Its principal place of business shall be at the same address or such other place or places as the Member may hereafter determine.

Section III.Management of Company

3.1Management of Company. The overall management and control of the business affairs of the Company shall be vested in a Manager appointed by the Member. Except where hereinafter expressly provided to the contrary, all decisions with respect to the management and control of the Company shall be made by the Manager and shall be binding on the Company and the Member. When the phrase “approved by the Member” is used in this Agreement, such phrase shall mean approved in writing by the Member, as defined above.

3.2Manager of Company. K. Eugene Henry is hereby designated Manager. In the event that the Manager is unable to act as required hereunder, the Member shall appoint a new Manager. The Manager shall be responsible for the implementation of the decisions made by the Member and for conducting the ordinary and usual business and affairs of the Company as set forth in, and as limited by, this Agreement. The Manager may appoint any agent, employee, or representative of the Member to perform any of the Manager’s duties hereunder.

3.3Duties of Manager. The Manager, at the expense of and on behalf of the Company shall in good faith use his best efforts to implement or cause to be implemented all decisions of the Member and to conduct or cause to be conducted the ordinary and usual business and affairs of the Company in accordance with and as limited by this Agreement, including but not limited to the following:

(i)Keep all books of account and other records of the Company;

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(ii)Retain or employ and coordinate the services of all employees, accountants, attorneys, mechanics, engineers and other persons necessary or appropriate to carry out the business of the Company;

(iii)To the extent that funds of the Company are available therefor, to pay all debts and other obligations of the Company;

(iv)Maintain all funds of the Company held by Manager in a Company account to be maintained by such bank or banks as the Manager determines;

(v)Perform normal business functions and otherwise operate and manage the business and affairs of the Company in accordance with and as limited by this Agreement; and

(vi)Perform other obligations provided elsewhere in this Agreement to be performed by the Manager.

The Manager shall be obligated to perform his responsibilities and the obligations hereunder only to the extent that the funds of the Company are available therefore.

3.4Liability and Indemnification.

3.4.1The Manager shall not be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by the Manager with respect to Company matters, except for fraud, gross negligence, or an intentional breach of this Agreement, but in other respects shall not be liable for mistakes of judgment.

3.4.2The Company shall indemnify the Manager for any act performed by the Manager with respect to Company matters, except for fraud, gross negligence, or an intentional breach of this Agreement.

3.5Non-Exclusivity.

3.5.1Nothing in this Agreement shall be construed to limit the right of the Manager to perform any and all other duties and to take any and all other actions either personally or in any other capacity, not in contravention of his duties hereunder.

3.5.2Nothing in this Agreement shall be construed to limit the right of the Member to engage in any other business venture whatsoever.

3.6Compensation of Manager. Unless otherwise decided by the Member, the Manager shall not be compensated for his services.

3.7Title of Manager. The Manager may be referred to, and may refer to himself, as the “President” of the Company, and for these purposes, the terms “Manager” and “President” shall be interchangeable.

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Section IV.Dissolution, Liquidation, and
Termination of the Company

4.1Events of Dissolution. The Company shall be dissolved upon the happening of any of the following events:

4.1.1The filing by the Member or the Manager of a Certificate of Dissolution with respect to the Company with the Department of State of the Commonwealth of Pennsylvania; or

4.1.2The entry of an order of judicial dissolution pursuant to section 8972 of the Law.

4.2Filing of Certificate of Dissolution. If the Company is dissolved, the Member or the Manager then in office shall promptly file a Certificate of Dissolution with the Secretary of State, at the time set forth in the Law.

Section V.Miscellaneous

5.1Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Manager shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

5.2Books and Records. The Manager shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of the transactions with respect to the conduct of the Company’s business. The books and records shall be maintained in accordance with sound accounting principles and practices and shall be available at the Company’s principal office for examination by the Member or the Member’s duly authorized representative at any and all reasonable times during normal business hours.

5.3Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be identical to the Member’s, subject to the requirements and limitations of the Code.

5.4Capitalization. The Member has contributed $20,000, in cash, to the Company. The Member shall not be required to make any additional capital contribution to the Company.

5.5Liability. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

5.6Amendment. This Agreement may be amended by the Member at any time.

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EX-4.3

Exhibit 4.3

SECURITY AGREEMENT

This SECURITY AGREEMENT (this “Agreement”), dated as of February 5, 2013, is made by and among (i) CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (“CBII”), (ii) CHIQUITA BRANDS L.L.C., a Delaware limited liability company (“CBLLC”, and together with CBII, the “Issuers”), (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”, and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1, such entities, the “Additional Guarantors”, and together with the Original Guarantors, the “Guarantors”, and together with the Issuers, the “Grantors” and each, a “Grantor”), and (iv) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Noteholders (as defined below) and for the other Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Issuers, the Guarantors, the Collateral Agent and Wells Fargo, in its capacity as trustee (together, with any successors and assigns, in such capacity, the “Trustee”), on behalf of the holders of the Notes and the holders of any Additional Notes (each as defined below) (collectively, the “Noteholders”), have, in connection with the execution and delivery of this Agreement, entered into that certain Indenture, dated as of February 5, 2013 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuers have issued or will issue $425,000,000 principal amount of 7.875% senior secured notes due 2021 (the “InitialNotes”);

WHEREAS, pursuant to the Indenture, each Guarantor party hereto has unconditionally and irrevocably guaranteed, as primary obligor and not merely as surety, to the Trustee, for the benefit of the Secured Parties (as defined below) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Notes Obligations;

WHEREAS, the Trustee has been appointed to serve as Collateral Agent under the Indenture and, in such capacity, to enter into this Agreement;

WHEREAS, following the date hereof, if not prohibited by the Indenture, the Grantors may incur Permitted Additional Pari Passu Obligations (including Additional Notes (as defined in the Indenture)) which are secured equally and ratably with the Notes Obligations in accordance with Section 39 of this Agreement;

WHEREAS, the Issuers and the Guarantors will receive substantial benefits from the execution, delivery and performance of the obligations under the Indenture, the Notes and any Permitted Additional Pari Passu Lien Agreement and each is, therefore, willing to enter into this Agreement;

WHEREAS, each Grantor is or, as to any Collateral (as hereinafter defined) acquired by such Grantor after the date hereof, will be the legal and/or beneficial owner of the Collateral pledged by it hereunder; and

WHEREAS, this Agreement is given by each Grantor in favor of the Collateral Agent for the benefit of the Secured Parties to secure the payment and performance in full when due of the Secured Obligations;

A G R E E M E N T:

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

1.Definitions; Construction.

(a)All initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Indenture. Any terms (whether capitalized or lower case) used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Indenture; providedthat to the extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(i)“ABL Agent” has the meaning specified therefor in the Intercreditor Agreement.

(ii)“ABL Credit Agreement” means that certain Credit Agreement, dated as of the date hereof, among the Issuers and the Guarantors, as borrowers, the lenders party thereto, and the ABL Agent, as administrative agent, as the same may be amended, supplemented, modified or refinanced from time to time.

(iii)“ABL Documents” has the meaning specified therefor in the Intercreditor Agreement.

(iv)“ABL Obligations” has the meaning specified therefor in the Intercreditor Agreement.

(v)“ABL Priority Collateral” the meaning specified therefor in the Intercreditor Agreement.

(vi)“Account” means an account (as that term is defined in Article 9 of the Code).

(vii)“Account Debtor” means an account debtor (as that term is defined in the Code).

(viii)“Activation Instruction” has the meaning specified therefor in Section 7(k).

(ix)“Additional Guarantors” has the meaning specified therefor in the preamble to this Agreement.

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(x)“Additional Notes” has the meaning specified therefor in the Intercreditor Agreement.

(xi)“Additional Pari Passu Agent” means the Person appointed to act as trustee, agent or representative for any holder of Permitted Additional Pari Passu Obligations pursuant to any Permitted Additional Pari Passu Lien Agreement and designated as “Additional Pari Passu Agent” for such holder in an Additional Pari Passu Joinder Agreement delivered to the Collateral Agent pursuant to Section 39, together with its successors and assigns in such capacity.

(xii)“Additional Pari Passu Joinder Agreement” means an agreement substantially in the form of Exhibit E hereto.

(xiii) “Agreement” has the meaning specified therefor in the preamble to this Agreement.

(xiv)“Books” means books and records (including each Grantor’s Records indicating, summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or General Intangibles related to such information).

(xv)“CBII” has the meaning specified therefor in the preamble to this Agreement.

(xvi)“CBLLC” has the meaning specified therefor in the preamble to this Agreement.

(xvii) “CFC” means a controlled foreign corporation (as that term is defined in the IRC).

(xviii)“Chattel Paper” means chattel paper (as that term is defined in the Code), and includes tangible chattel paper and electronic chattel paper.

(xix)“Code” means the Uniform Commercial Code, as in effect in the State of New York, from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

(xx)“Collateral” has the meaning specified therefor in Section 3; provided that any reference to Collateral in Sections 11 through 16 and 33, and in each Additional Pari Passu Joinder Agreement, shall also refer to each Mortgaged Property.

(xxi)“Collateral Account” has the meaning specified therefor in the Indenture.

(xxii)“Collateral Agent” has the meaning specified therefor in the preamble to this Agreement.

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(xxiii)“Commercial Tort Claims” means commercial tort claims (as that term is defined in the Code), and includes those commercial tort claims listed on Schedule 1.

(xxiv)“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Collateral Agent, executed and delivered by an Issuer, Collateral Agent, the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account), and, except in the case of the Collateral Account, the ABL Agent.

(xxv)“Controlled Account” has the meaning specified therefor in Section 7(k).

(xxvi)“Controlled Account Bank” has the meaning specified therefor in Section 7(k).

(xxvii)“Copyrights” means any and all rights in any works of authorship, including (A) copyrights and moral rights, (B) copyright registrations and recordings thereof and all applications in connection therewith including those listed on Schedule 2, (C) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to sue for past, present, and future infringements thereof, and (E) all of each Grantor’s rights corresponding thereto throughout the world.

(xxviii)“Copyright Security Agreement” means each Copyright Security Agreement executed and delivered by Grantors, or any of them, and Collateral Agent, in substantially the form of Exhibit A.

(xxix)“Deposit Account” means a deposit account (as that term is defined in the Code).

(xxx)“Equipment” means equipment (as that term is defined in the Code).

(xxxi)“Equity Interest” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act.

(xxxii)“Event of Default” has the meaning specified therefor in the Indenture.

(xxxiii)“Exchange Notes” has the meaning specified therefor in the Indenture.

(xxxiv)“Excluded Property” means the following

(A)assets of any Grantor located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of financing statements under the

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Code in the jurisdictions of organization of the Grantors (but excepting from such exclusion certain Intellectual Property located outside the United States);

(B)assets subject to Liens pursuant to clause (2), (3), (4), (6) or (24) (as it relates to any of the foregoing) of the definition of “Permitted Liens” set forth in the Indenture to the extent the documentation relating to such Liens prohibit such assets from being Collateral and only for so long as such Liens remain outstanding;

(C)(x) the voting Equity Interests of any CFC, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC (which pledge, if reasonably requested by Collateral Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), (y) the Equity Interests of any Subsidiary of a CFC, and (z) any capital stock of a Person that is not a Subsidiary of an Issuer to the extent that a pledge of such capital stock is prohibited by such Person’s organizational documents or any shareholders agreement or joint venture agreement relating to such capital stock;

(D)any owned real property with an individual Fair Market Value (measured as of the date hereof, if owned as of the date hereof, or at the time of acquisition thereof, if acquired after the date hereof) not in excess of $2.0 million, and all of the Grantors’ right, title and interest in any leasehold or other non-fee simple interest in any real property (whether owned as of the date hereof or acquired after the date hereof) (but excepting from this exclusion the leasehold interest in the Morrow, Georgia Facility);

(E)aircraft, motor vehicles and other assets subject to certificates of title to the extent that a Lien therein cannot be perfected by the filing of financing statements under the Code in the jurisdictions of organization of the Grantors;

(F)any property to the extent that the grant of a security interest therein would violate applicable law, require a consent not obtained of any governmental authority, or constitute a breach of or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing or giving rise to such property, or result in the invalidation thereof or provide any party thereto with a right of termination;

(G)any Equity Interests in any Subsidiary of CBII in excess of the maximum amount of such capital stock or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by CBII with the SEC;

(H) (x) Deposit Accounts, the balance of which consists exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans, and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts;

(I)any United States intent-to-use Trademark applications if the grant of a security interest therein would result in the invalidation of the Grantor’s interest therein; and

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(J)proceeds and products of any and all of the foregoing excluded assets described in clauses (A) through (I) above only to the extent such proceeds and products would constitute property or assets of the type described in clauses (A) through (I) above.

(xxxv)“Fair Market Value” has the meaning specified therefor in the Indenture.

(xxxvi)“Farm Products” means farm products (as that term is defined in the Code).

(xxxvii)“Fixtures” means fixtures (as that term is defined in the Code).

(xxxviii)“Foreclosed Grantor” has the meaning specified therefor in Section 2(i)(iii).

(xxxix)“Foreign IP Lien Documents” has the meaning specified therefor in Section 6(i).

(xl)“Foreign IP Releases” means releases of all Liens and Security Interests, granted pursuant to that certain Amended and Restated Credit Agreement dated as of July 26, 2011, as amended, by and among CBII, CBLLC, each of the banks, financial institutions and other lenders party thereto, and Coöperatieve Centrale Raiffeisen - Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as Administrative Agent, Swing Line Lender and an L/C Issuer (the “Existing Credit Facility”) with respect to certain of the Non-United States Trademarks set forth on Schedule 6.

(xli) “General Intangibles” means general intangibles (as that term is defined in the Code), and includes payment intangibles, software, contract rights, rights to payment, rights under Hedge Agreements (including the right to receive payment on account of the termination (voluntarily or involuntarily) of such Hedge Agreements), rights arising under common law, statutes, or regulations, choses or things in action, goodwill, Intellectual Property, Intellectual Property Licenses, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the Code, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Property, Negotiable Collateral, and oil, gas, or other minerals before extraction.

(xlii)“Grantor” and “Grantors” have the respective meanings specified therefor in the preamble to this Agreement.

(xliii)“Guarantors” has the meaning specified therefor in the preamble to this Agreement.

(xliv)“Indenture” has the meaning specified therefor in the recitals to this Agreement.

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(xlv) “Insolvency Proceeding” means “Insolvency or Liquidation Proceeding” as defined in the Indenture.

(xlvi)“Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

(xlvii)“Intellectual Property Licenses” means, with respect to any Person (the “Specified Party”), (A) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (B) any licenses or other similar rights provided by the Specified Party to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (x) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (y) the license agreements listed on Schedule 3, and (z) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Noteholders’ rights under the Note Documents.

(xlviii)“Intellectual Property Security Agreements” means each Copyright Security Agreement, each Patent Security Agreement and each Trademark Security Agreement.

(xlix)“Intercreditor Agreement” means the Intercreditor Agreement, dated as of February 5, 2013, made by and among the ABL Agent, the Collateral Agent and the Grantors party thereto, as amended, modified, restated, supplemented or replaced from time to time.

(l)“Inventory” means inventory (as that term is defined in the Code).

(li)“Investment Property” means (A) any and all investment property (as that term is defined in the Code), and (B) any and all of the following (regardless of whether classified as investment property under the Code): all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.

(lii)“IRC” means the Internal Revenue Code of 1986, as amended, and any successor statutes, and all regulations and guidance promulgated thereunder. Any reference to a specific section of the IRC shall be deemed to be a reference to such section of the IRC and any successor statutes, and all regulations and guidance promulgated thereunder.

(liii)“Issue Date” has the meaning specified therefor in the Indenture.

(liv)“Issuers” has the meaning specified therefor in the preamble to this Agreement.

(lv)“Joinder” means each Joinder to this Agreement executed and delivered by Collateral Agent and each of the other parties listed on the signature pages thereto, in substantially the form of Annex 1.

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(lvi)“Material Adverse Effect” means (a) an effect on the business, operations, assets, liabilities or financial condition of CBII and its Subsidiaries, taken as a whole, or the Collateral, which in either case would materially and adversely affect the ability of CBII and its Subsidiaries, taken as a whole, to perform their payment obligations under the Note Documents, or (b) a material adverse effect on the rights and remedies of the Collateral Agent or any Secured Party thereunder.

(lvii)“Mortgage” means an agreement, including, but not limited to, a mortgage, deed of trust or any other document creating and evidencing a Lien on a Mortgaged Property in favor of or for the benefit of the Collateral Agent, which shall be in form which is effective to create a Lien in such Mortgaged Property in favor of the Collateral Agent to secure the Secured Obligations that is enforceable against the applicable Grantor and third parties, in each case, with such schedules and including such provisions as shall be necessary or desirable to conform such document to applicable local law requirements or as shall be customary under applicable local law requirements.

(lviii)“Mortgaged Property” means Real Property, if any, which shall be subject to a Mortgage delivered after the Issue Date pursuant to Section 7(i) and/or Section 8.

(lix)“Negotiable Collateral” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and documents (as each such term is defined in the Code).

(lx)“Non-United States Trademarks” means the Trademarks that are set forth on Schedule 6 hereto that are registered or applied for outside the United States.

(lxi)“Note Documents” means the Notes, the Indenture, the Guarantees, the Registration Rights Agreement, the Security Documents, the Intercreditor Agreement and any Additional Notes to the extent constituting Permitted Additional Pari Passu Obligations.

(lxii) “Noteholder Priority Collateral” has the meaning specified therefor in the Intercreditor Agreement.

(lxiii)“Noteholders” has the meaning specified therefor in the recitals to this Agreement.

(lxiv)“Notes” means any “Note” authenticated and delivered under the Indenture, including the Initial Notes, Exchange Notes and any Additional Notes.

(lxv)“Notes Obligations” has the meaning specified thereof in the definition of “Secured Obligations.”

(lxvi) “Original Guarantors” has the meaning specified therefor in the preamble to this Agreement.

(lxvii) “Patents” means patents and patent applications, including (A) the patents and patent applications listed on Schedule 4, (B) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and

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damages and payments for past, present, or future infringements thereof, (D) the right to sue for past, present, and future infringements thereof, and (E) all of each Grantor’s rights corresponding thereto throughout the world.

(lxviii)“Patent Security Agreement” means each Patent Security Agreement executed and delivered by Grantors, or any of them, and Collateral Agent, in substantially the form of Exhibit B.

(lxix)“Permitted Additional Pari Passu Lien Agreement” means an indenture, credit agreement or other agreement under which any Permitted Additional Pari Passu Obligations (other than Additional Notes) are incurred and any notes or other instruments representing such Permitted Additional Pari Passu Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time.

(lxx)“Permitted Additional Pari Passu Obligations” has the meaning specified therefor in the Indenture.

(lxxi)“Pledged Companies” means each Person listed on Schedule 5 as a “Pledged Company”, together with each other Person, all or a portion of whose Equity Interests are acquired by a Grantor or otherwise become owned by a Grantor as a result of the formation of such Person as a direct Subsidiary of such Grantor after the Issue Date; provided, that no Person shall be required to become a Pledged Company if the provision of such a pledge would result in material adverse tax consequences to the Grantors, or if the costs to the Grantors of providing such a pledge would be unreasonably excessive (as reasonably determined by Grantors) compared to the benefits to the Secured Parties of the security afforded thereby.

(lxxii)“Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Equity Interests now owned or hereafter acquired by such Grantor, regardless of class or designation, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of CBII that is a CFC (and none of the Equity Interests of any Subsidiary of such a CFC) shall be required to be Pledged Interests if pledging a greater amount would result in adverse tax consequences or the costs to the Grantors of providing such pledge being unreasonably excessive (as reasonably determined by the Grantors) in relation to the benefits to the Secured Parties of the security afforded thereby (which pledge shall be governed by the laws of the jurisdiction of such Subsidiary, to the extent requested by the ABL Agent under the terms of the ABL Documents). For the avoidance of doubt, “Pledged Interests” shall not include voting Equity Interests constituting “Excluded Property”.

(lxxiii)“Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit C.

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(lxxiv)“Pledged Notes” has the meaning specified therefor in Section 6(m).

(lxxv)“Pledged Operating Agreements” means all of each Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies.

(lxxvi)“Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

(lxxvii)“Principal Trademarks” has the meaning specified therefor in Section 7(g)(ii).

(lxxviii)“Proceeds” has the meaning specified therefor in Section 3.

(lxxix)“PTO” means the United States Patent and Trademark Office.

(lxxx)“Real Property” means any estates or interests in real property now owned or hereafter acquired by any Grantor.

(lxxxi)“Record” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(lxxxii)“Required Secured Parties” means the holders of a majority in aggregate outstanding or committed principal amount of (i) the Notes, and (ii) any Indebtedness constituting Permitted Additional Pari Passu Obligations, voting as a single class, in each case, excluding any Notes Obligations or Permitted Additional Pari Passu Obligations that are required to be disregarded for voting purposes under the Indenture or the applicable Permitted Additional Pari Passu Lien Agreement.

(lxxxiii) “Secured Obligations” means any principal, premium, interest (including any interest, fees and expenses accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, and any fees or expenses owed, by any Grantor, that are payable or arising, without duplication, under any of (i) the Indenture and the Notes (including, for the avoidance of doubt, any Additional Notes, and provisions in, and amendments and supplements to, the Indenture relating solely to such Additional Notes) or any Note Documents (collectively, the “Notes Obligations”), and (ii) the Permitted Additional Pari Passu Obligations (as defined in the Indenture), including pursuant to any Permitted Additional Pari Passu Lien Agreement and any other documentation relating to the Permitted Additional Pari Passu Obligations incurred thereunder; provided that obligations in respect of Permitted Additional Pari Passu Obligations (other than obligations with respect to Additional Notes) shall not constitute “Secured Obligations” unless the Additional Pari Passu Agent for the holders of such Permitted Additional Pari Passu Obligations has executed and delivered to the Collateral Agent an Additional Pari Passu Joinder Agreement in the form of Exhibit E hereto.

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(lxxxiv) “Secured Parties” means the Collateral Agent, Trustee, each Additional Pari Passu Agent, the Noteholders, the holders of any Permitted Additional Pari Passu Obligations, and other holders of Secured Obligations.

(lxxxv)“Securities Account” means a securities account (as that term is defined in the Code).

(lxxxvi) “Security Interest” has the meaning specified therefor in Section 3.

(lxxxvii) “Security Documents” has the meaning specified therefor in the Indenture.

(lxxxviii) “Supporting Obligations” means supporting obligations (as such term is defined in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Property.

(lxxxix) “Trademarks” means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (A) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 6, (B) all renewals thereof, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (D) the right to sue for past, present and future infringements and dilutions thereof, (E) the goodwill of each Grantor’s business symbolized by the foregoing or connected therewith, and (F) all of each Grantor’s rights corresponding thereto throughout the world.

(xc)“Trademark Security Agreement” means each Trademark Security Agreement executed and delivered by Grantors, or any of them, and Collateral Agent, in substantially the form of Exhibit D.

(xci)“Trustee” has the meaning specified therefor in the recitals to this Agreement.

(xcii)“Trust Monies” has the meaning specified therefor in the Indenture.

(xciii)“USCO” means the United States Copyright Office.

(xciv)“URL” means “uniform resource locator,” an internet web address.

(xcv)“VIN” has the meaning specified therefor in Section 6(l).

(b)Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement to any

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agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein or in the Indenture). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the “Discharge of Noteholder Obligations,” as defined in the Intercreditor Agreement. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

(c)All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2.[Reserved].

3.Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest (hereinafter referred to as the “Security Interest”) in all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):

(a)all of such Grantor’s Accounts;

(b)all of such Grantor’s Books;

(c)all of such Grantor’s Chattel Paper;

(d)all of such Grantor’s Commercial Tort Claims;

(e)all of such Grantor’s Deposit Accounts, the Collateral Account and any Trust Monies;

(f)all of such Grantor’s Equipment;

(g)all of such Grantor’s Farm Products;

(h)all of such Grantor’s Fixtures;

(i)all of such Grantor’s General Intangibles;

(j)all of such Grantor’s Inventory;

(k)all of such Grantor’s Investment Property;

(l)all of such Grantor’s Intellectual Property and Intellectual Property Licenses;

(m)all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);

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(n)all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);

(o)all of such Grantor’s Securities Accounts;

(p)all of such Grantor’s Supporting Obligations;

(q)all of such Grantor’s money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody, or control of Collateral Agent (or its agent or designee);

(r)all of such Grantor’s other personal property; and

(s)all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or Collateral Agent from time to time with respect to any of the Investment Property.

Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include any Excluded Property; provided, that, (A) the definition of “Excluded Property” shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit the Collateral Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or agreement, and (B) the definition of “Excluded Property” shall in no way be construed to limit, impair, or otherwise affect any of Collateral Agent’s or any Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, agreement, or Equity Interests). For the avoidance of doubt the Security Interest and Lien created hereby in the Collateral are not to be construed as an outright assignment or sale (i.e., an absolute transfer) of any Intellectual Property.

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4.Security for Secured Obligations. The Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Collateral Agent, the Noteholders or any of them, but for the fact that they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due to the existence of such Insolvency Proceeding.

5.Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Collateral Agent or any other Secured Party of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) no Secured Party shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided in the Indenture, this Agreement, or any other Note Document, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms the of the Indenture, this Agreement and the other Note Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the applicable Grantor until (i) the occurrence and continuance of an Event of Default and (ii) the Collateral Agent has notified the applicable Grantor of Collateral Agent’s election to exercise such rights with respect to the Pledged Interests pursuant to Section 17.

6.Representations and Warranties. In order to induce the Collateral Agent to enter into this Agreement for the benefit of the Secured Parties, each Grantor makes the following representations and warranties to the Secured Parties which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Issue Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the issue date of any Additional Notes made thereafter, as though made on an as of the issue date of such Additional Notes (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), and except that representations or warranties as to information included in the Schedules hereto shall apply as of the date provided or the date of the most recent supplement, and such representations and warranties shall survive the execution and delivery of this Agreement:

(a)The name (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of each Grantor is set forth on Schedule 7 (as such Schedule may be updated from

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time to time, as required by this Agreement, to reflect changes resulting from transactions permitted under the Indenture, each Additional Pari Passu Lien Agreement and this Agreement).

(b)The chief executive office of each Grantor is located at the address indicated on Schedule 7 (as such Schedule may be updated from time to time (with any such update to be provided within 15 days following any such change) to reflect changes resulting from transactions permitted under the Indenture, each Additional Pari Passu Lien Agreement and this Agreement).

(c)Each Grantor’s tax identification numbers and organizational identification numbers, if any, are identified on Schedule 7 (as such Schedule may be updated from time to time (with any such update to be provided within 30 days of the end of the month ending immediately following any such change) to reflect changes resulting from transactions permitted under the Indenture, each Additional Pari Passu Lien Agreement and this Agreement).

(d)As of the Issue Date, no Grantor holds any commercial tort claims that exceed $1,000,000 in amount, except as set forth on Schedule 1.

(e)Set forth on Schedule 9 (as such Schedule may be updated from time to time, as required by this Agreement, subject to Section 7(k)(iii) with respect to Controlled Accounts and provided that Grantors comply with Section 7(c) hereof) is a listing of all of Grantors’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

(f)Schedule 8 sets forth all Real Property owned by any of the Grantors as of the Issue Date.

(g)As of the Issue Date: (i) Schedule 2 provides a complete and correct list of all registered Copyrights owned by any Grantor, all applications for registration of Copyrights owned by any Grantor, and all other Copyrights owned by any Grantor and material to the conduct of the business of any Grantor; (ii) Schedule 3 provides a complete and correct list of all Intellectual Property Licenses entered into by any Grantor that are material to the business of such Grantor pursuant to which (A) any Grantor has provided any license or other rights in Intellectual Property owned by such Grantor to any other Person (other than non-exclusive software licenses granted in the ordinary course of business) or (B) any Person has granted to any Grantor any license or other rights in Intellectual Property owned by such Person, including any Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by such Grantor; (iii) Schedule 4 provides a complete and correct list of all Patents owned by any Grantor and all applications for Patents owned by any Grantor; and (iv) Schedule 6 provides a complete and correct list of all registered Trademarks owned by any Grantor, all applications for registration of Trademarks owned by any Grantor, and all other Trademarks owned by any Grantor and material to the conduct of the business of any Grantor.

(h)(1)    (A) each Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary in or material to the conduct of its business; (B) with respect to the Copyrights set forth on Schedule 2, the Patents set forth on Schedule 4 and the Trademarks set forth on Schedule 6, one of the Grantors is the sole and exclusive owner thereof, free and clear of any Liens except licenses granted in the ordinary course of business and Permitted Liens;

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(i)to the knowledge of any officer or director of CBII or CBLLC, no Person has infringed, misappropriated or violated, or is currently infringing, misappropriating or violating any Intellectual Property rights owned by any Grantor, in each case, that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect;

(ii)(A) no Grantor is currently infringing, misappropriating or violating any Intellectual Property rights of any Person, and no product manufactured, used, distributed, licensed, or sold by or service provided by any Grantor has ever infringed, misappropriated or violated, or is currently infringing, misappropriating or violating any Intellectual Property rights of any Person, in each case, except where such infringement, misappropriation or violation either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect, and (B) there is no infringement, misappropriation or violation claims or proceedings pending or, to the knowledge of any officer or director of CBII or CBLLC, threatened against any Grantor, and no Grantor has received any written notice or other communication of any actual or alleged infringement, misappropriation or violation of any Intellectual Property rights of any Person that is unresolved, in each case, except where such infringement, misappropriation or violation either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect;

(iii)all registered Copyrights, registered Trademarks, and issued Patents that are owned by the Grantors (A) are, to the knowledge of the officers and/or directors of CBII and CBLLC, valid, subsisting and enforceable; (B) are, to the knowledge of the officers and/or directors of CBII and CBLLC, in compliance with all legal requirements, filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect; (C) will not be terminated or abandoned upon the consummation of the transactions contemplated by the Note Documents; and (D) are not subject to any instrument or agreement in conflict with the Security Interest and Lien granted hereunder, in each case except where the failure of any of the foregoing in clauses (A) through (D) above to be true either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect;

(iv)each Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets owned by such Grantor that are material to the conduct of the business of such Grantor; and

(v)no Patent, Copyright or Trademark owned by any Grantor is subject to any pending or, to the knowledge of any officer or director of CBII or CBLLC,, threatened action or proceeding, or any holding, decision or judgment therefrom, that seeks or acts to limit, cancel or question the validity of any such Patent, Copyright or Trademark, other than those actions or proceedings that, if adversely determined, or those holdings, decisions or judgments that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(i)This Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security interest therein can be created under the Code, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and Collateral Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule

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11. Upon the making of such filings, Agent shall have a perfected security interest in the Collateral of each Grantor to the extent such security interest can be perfected by the filing of a financing statement. The Intellectual Property Security Agreements and the instruments prepared pursuant to Section 7(g)(ii)(A) for recording and perfecting the Security Interests granted hereunder (“Foreign IP Lien Documents”) create a valid security interest in the Collateral described therein, securing the payment of the Secured Obligations, to the extent that a valid security interest in such Collateral may be created (A) with regard to such Collateral registered in the US, under applicable law of the United States and any states thereof, or (B) with regard to such Collateral registered in Non-United States jurisdictions, under the law of such applicable Non-United States jurisdiction. Upon the filing of (x) the Intellectual Property Security Agreements in the PTO relative to the United States Patents and the United States Trademarks listed on the respective Schedules thereto, and in the USCO relative to the United States Copyrights listed on the Schedules thereto, (y) the financing statements in the jurisdictions listed on Schedule 11, and/or (z) the Foreign IP Lien Documents and any other actions, filings, registrations, or recordings that may be necessary for perfection under the laws of any applicable Non-United States jurisdiction (to the extent such jurisdiction recognizes the laws of perfection), the Lien created by the Intellectual Property Security Agreements and the Foreign IP Lien Documents shall constitute a fully perfected security interest in all right, title and interest of each Grantor in the Collateral covered by such filing, which security interest is enforceable as such as against any and all creditors of and purchasers from any Grantor.

(j) (i) Except for the Security Interest created hereby, each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 5 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Issue Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Grantor identified on Schedule 5 as supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement (which shall be delivered within 30 days of the acquisition thereof); (iii) such Grantor has the right and requisite authority to pledge, the Investment Property pledged by such Grantor to Collateral Agent as provided herein; (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, Collateral Agent’s Liens in the Investment Property, and the proceeds thereof, will have been duly taken, upon (A) the execution and delivery of this Agreement; (B) the taking of possession by Collateral Agent (or its agent or designee) of any certificates representing the Pledged Interests, together with undated powers (or other documents of transfer acceptable to Collateral Agent) endorsed in blank by the applicable Grantor; (C) the filing of financing statements in the applicable jurisdiction set forth on Schedule 11 for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) each Grantor has delivered to and deposited with Collateral Agent all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to Collateral Agent) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

(k)No consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the

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grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Collateral Agent of the voting or other rights provided for in this Agreement with respect to the Investment Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Property by laws affecting the offering and sale of securities generally and except for consents, approvals, authorizations, or other orders or actions that have been obtained or given (as applicable) and that are still in force. No Intellectual Property License of any Grantor that is necessary in or material to the conduct of such Grantor’s business requires any consent of any other Person that has not been obtained in order for such Grantor to grant the security interest granted hereunder in such Grantor’s right, title or interest in or to such Intellectual Property License.

(l)Schedule 12 sets forth all motor vehicles and other Equipment required under applicable law to be registered, or evidenced by, or otherwise subject to, a certificate of title owned by Grantors as of the Issue Date that have been included in the “Eligible Equipment” (under, and as defined in, the ABL Credit Agreement), by model, model year, and vehicle identification number (“VIN”).

(m)There is no default, breach, violation, or event of acceleration existing under any promissory note (as defined in the Code) constituting Collateral and pledged hereunder (each a “Pledged Note”) and no event has occurred or circumstance exists which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation, or event of acceleration under any Pledged Note. No Grantor that is an obligee under a Pledged Note has waived any default, breach, violation, or event of acceleration under such Pledged Note.

(n)As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Grantor in a Securities Account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

7.Covenants. Each Grantor, jointly and severally, covenants and agrees with Collateral Agent that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 33:

(a)Possession of Collateral. In the event that any officer or director of CBII or CBLLC has knowledge that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral, Investment Property, or Chattel Paper having an aggregate value or face amount of $1,000,000 or more for all such Negotiable Collateral, Investment Property, or Chattel Paper, the Grantors shall promptly (and in any event within ten (10) Business Days after acquiring such knowledge), notify Collateral Agent thereof, and if and to the extent that perfection or priority of Collateral Agent’s Security Interest is dependent on or enhanced by possession (and with respect to Collateral constituting ABL Priority Collateral, only so long as the ABL Agent shall have declined to take possession of such Collateral or declined to give any instructions regarding the possession

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of such Collateral during or prior to the thirty (30) day period following the Grantors’ notification of the Collateral Agent), then the applicable Grantor shall promptly (and in any event within sixty (60) days after notifying the Collateral Agent), execute such other documents and instruments, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Property, or Chattel Paper to Collateral Agent, together with such undated powers (or other relevant document of transfer acceptable to Collateral Agent) endorsed in blank, and/or do such other acts or things (including, subject to the terms of the Intercreditor Agreement, any applicable acts or things with respect to such Collateral requested by the ABL Agent under the terms of the ABL Documents), in each case as the applicable Grantors shall determine are reasonably necessary to protect Collateral Agent’s Security Interest therein;

(b)[Reserved];

(c)Control Agreements.

(i)Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement, from each bank maintaining a Deposit Account or Securities Account for such Grantor;

(ii)Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor, or maintaining a Securities Account for such Grantor; and

(iii)Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement with respect to all of such Grantor’s investment property;

(d)Letter-of-Credit Rights. In the event that any officer or director of

CBII or CBLLC has knowledge that the Grantors (or any of them) are or become the beneficiary of letters of credit having a face amount or value of $1,000,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any event within ten (10) Business Days after acquiring such knowledge), notify Collateral Agent thereof and, promptly (and in any event within sixty (60) days after notifying the Collateral Agent), use commercially reasonable efforts to enter into a four-party agreement with Collateral Agent, ABL Agent and the issuer or confirming bank with respect to such letter-of-credit rights, providing a second-lien assignment of such letter-of-credit rights to Collateral Agent and directing all payments thereunder to Collateral Agent’s Account, all in form and substance reasonably satisfactory to Collateral Agent;

(e)Commercial Tort Claims. In the event that any officer or director of

CBII or CBLLC has knowledge that the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted claim, in the amount of $1,000,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall promptly (and in any event within ten (10) Business Days of acquiring such knowledge), notify Collateral Agent upon

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incurring or otherwise obtaining such Commercial Tort Claims and amend Schedule 1 to describe such Commercial Tort Claims in a manner that reasonably identifies such Commercial Tort Claims, and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts or things (including, subject to the terms of the Intercreditor Agreement, any applicable acts or things with respect to such Collateral requested by the ABL Agent under the terms of the ABL Documents), in each case as the applicable Grantors shall determine are reasonably necessary to give the Collateral Agent a second priority perfected security interest in any such Commercial Tort Claim;

(f)Government Contracts. Other than Accounts and Chattel Paper the aggregate value of which does not at any one time exceed $1,000,000, in the event that any officer or director of CBII or CBLLC has knowledge that any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within ten (10) Business Days after acquiring such knowledge) notify the Collateral Agent in writing thereof;

(g)Intellectual Property.

(vi)Each Grantor agrees to provide the following upon the Issue Date to the Collateral Agent: (A) with respect to all of its owned United States issued and applied-for Patents as of the Issue Date and its United States registered and applied-for Trademarks as of the Issue Date (other any intent-to-use United States Trademark application for which an amendment to allege use or statement of use has not been filed with the PTO), a duly executed Patent Security Agreement and Trademark Security Agreement in favor of the Collateral Agent for filing with the PTO; and (B) with respect to all of its owned United States registered and applied-for Copyrights as of the Issue Date, a duly executed Copyright Security Agreement in favor of the Collateral Agent for filing with the USCO;

(vii)Each Grantor agrees (A) in respect of those Non-United States Trademarks described on Schedule 14, to promptly record and perfect the Security Interests and Liens contemplated hereunder with the governmental authorities in the Non-United States jurisdictions set forth on Schedule 14, and in any case submit such recordations to such jurisdictions within 120 days of the date hereof; (B) to promptly, and in any event within 120 days of the date hereof, submit the Foreign IP Releases to the appropriate governmental authorities; (C) to diligently pursue the recordation and perfection required by this Section 7(g)(ii) and to keep the Collateral Agent informed on a periodic basis as to the status of such recordation and perfection activities; and (D) to reasonably cooperate with the Collateral Agent or its designee in connection with such Trademark security interest recordation and perfection activities;

(viii)Notwithstanding anything herein to the contrary, each Grantor shall (A) use each of the Trademarks owned by Grantors set forth in Schedule 13 (the "Principal Trademarks") in order to maintain such Principal Trademark in full force, free from any claim of abandonment for non-use; (B) maintain the quality of any and all products or services used, provided or offered in connection with any Principal Trademarks at the same level that is currently maintained with respect to such products and services, and taking reasonable steps to ensure that all licensed users of any of such Trademarks maintain such level of quality; (C) employ each Principal Trademark with any notice of registration required by applicable law to maintain the validity of such Principal Trademark; (D) not adopt or use any mark that is material and which is confusingly similar or a

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colorable imitation of such Principal Trademark unless the Collateral Agent shall have obtained a perfected Security Interest and Lien in such mark pursuant to this Agreement; (E) not (and not permit any licensee or sublicensee thereof to) knowingly do any act or knowingly omit to do any act whereby any Principal Trademark may become invalidated or abandoned; and (F) promptly after any officer or director of CBII or CBLLC obtains knowledge of the occurrence of an event that could have a Material Adverse Effect on any of the Principal Trademarks or any related Trademark Intellectual Property Licenses, including knowledge that any application or registration relating to any Principal Trademark has been or may become abandoned or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the PTO or any court or tribunal in any country) regarding a Grantor's ownership of any Principal Trademark or its right to register the same or to keep and maintain the same, give the Collateral Agent written notice of the occurrence of any such event;

(ix)Each Grantor shall have the duty, in each case only with respect to the Intellectual Property that is necessary in or material to the conduct of such Grantor’s business (including, for the avoidance of doubt, the Principal Trademarks), (A) to diligently enforce and defend such Intellectual Property, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any Trademark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to require all employees, consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual Property to sign agreements containing assignment of Intellectual Property rights and obligations of confidentiality. Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in or material to the conduct of such Grantor’s business, except that Grantors shall be permitted to abandon or allow to lapse any Intellectual Property (other than Principal Trademarks) to the extent that such Grantor reasonably determines that such Intellectual Property is no longer material or necessary to the conduct of any Grantor’s business, and/or that the cost of maintaining such Intellectual Property outweighs any residual value that such Intellectual Property could have to the Grantors. Each Grantor further agrees that, to the extent that it abandons or allows to lapse any Trademarks in accordance with the terms of the preceding sentence, that it shall report each such action (or inaction, as applicable) as part of the report regarding Intellectual Property required to be delivered pursuant to clause (vi) below. Each Grantor hereby agrees to take the steps described in this Section 7(g)(iv) with respect to all new or acquired Intellectual Property to which such Grantor is now or later becomes entitled that is material to the conduct of such Grantor’s business;

(x)Grantors acknowledge and agree that the Secured Parties shall have no duties with respect to any Intellectual Property or Intellectual Property Licenses of any Grantor. Without limiting the generality of this Section 7(g)(v), Grantors acknowledge and agree that no Secured Party shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other

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Person, but any Secured Party may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of Issuers and shall be promptly reimbursed in full by CBII;

(xi) On or prior to the date that is ninety (90) days after the end of each fiscal year of CBII (or, if (i) an Event of Default has occurred and is continuing, more frequently if requested by Collateral Agent or (ii) if an “Event of Default” under and as defined in the ABL Credit Agreement has occurred and is continuing, in each case the Grantor shall furnish to the Collateral Agent copies of each written report as to Intellectual Property requested by the ABL Agent), each Grantor shall provide Collateral Agent with a written report of all new Patents, Trademarks or Copyrights that are registered or the subject of pending applications for registrations, and of all Intellectual Property Licenses that are material to the conduct of such Grantor’s business, in each case, which were acquired, registered, or for which applications for registration were filed by any Grantor during the prior period and a written report of any statement of use or amendment to allege use filed during such period with respect to intent-to-use Trademark applications. In the case of such registrations or applications therefor in the United States, which were acquired by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the new owner (or as a co-owner thereof, if such is the case) of such Intellectual Property. In each of the foregoing cases, with respect to such Intellectual Property registered or applied for in the United States, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Collateral Agent supplemental schedules to the applicable Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement to identify such Patent, Trademark and Copyright registrations and applications therefor (with the exception of Trademark applications filed on an intent-to-use basis for which no statement of use or amendment to allege use has been filed) and such Intellectual Property Licenses as being subject to the security interests created thereunder; and

(xii)No Grantor shall enter into any Intellectual Property License material to the conduct of the business to receive any license or rights in any Intellectual Property of any other Person unless such Grantor has used commercially reasonable efforts to (i) permit the assignment of or grant of a security interest in such Intellectual Property License (and all rights of Grantor thereunder) to Collateral Agent (and any transferees of Collateral Agent) and (ii) otherwise prevent the inclusion of any provision that could or might impair or prevent the creation of the Security Interest or Lien in favor of the Collateral Agent in such Grantor’s rights and interest in any Intellectual Property included within the definition of Collateral;

(h)Investment Property.

(i)If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Issue Date, it shall promptly, and in any event, within 30 days thereof, deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii)Upon the occurrence and during the continuance of an Event of Default, following a request from the Collateral Agent acting at the direction of holders of at least 25% in aggregate principal amount of the Notes then outstanding, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor, and which are

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not otherwise deposited into the Collateral Account pursuant to the terms of the Indenture, shall be held by the Grantors in trust for the benefit of Collateral Agent, shall be segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Collateral Agent in the exact form received (for the avoidance of doubt, nothing in this clause (h)(ii) shall amend, modify or limit any provision of the Indenture governing or related to “Trust Monies” (as defined in the Indenture) or the Collateral Account);

(iii)No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case if the same is prohibited pursuant to the Note Documents;

(iv)Each Grantor agrees that it shall obtain all necessary approvals and make all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest in the Investment Property or to effect any sale or transfer thereof; and

(v)As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

(i)Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $2,000,000 it will promptly (and in any event within 30 days of such acquisition) notify Collateral Agent in writing of the acquisition of such Real Property and, within 120 days after the acquisition of such Real Property will grant to Collateral Agent, for the benefit of the Noteholders, a first priority Mortgage on each fee interest in such Real Property and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Collateral Agent, in connection with the grant of such Mortgage as the applicable Grantor shall determine are reasonably necessary to protect Collateral Agent’s Security Interest therein, including the following:

(i)Insurance. Policies or certificates of insurance covering the applicable Mortgaged Property, for the benefit of the Collateral Agent and the other Secured Parties, as additional insured and loss payee and mortgagee, and shall otherwise bear endorsements of the character determined by the applicable Grantor to be reasonably necessary in the applicable circumstances;

(ii)Mortgages. Fully executed counterparts of Mortgages covering the Mortgaged Properties, together with evidence that counterparts of the Mortgages have been delivered to any title insurance company as shall be retained by the Grantors the “Title Company”) for recording in all places to the extent necessary, or in the determination of the applicable Grantor,

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reasonably desirable, to effectively create a valid and enforceable first priority mortgage lien on the Mortgaged Properties in favor of the Collateral Agent for its benefit and the benefit of the other Secured Parties, securing the Secured Obligations (provided that in jurisdictions that impose mortgage recording taxes, such Mortgages shall not secure indebtedness in an amount exceeding 100% of the fair market value of the applicable Mortgaged Property, as reasonably determined, in good faith, by the Grantors);

(iii)Opinions of Counsel. Favorable opinions addressed to the Collateral Agent and the Secured Parties, of (i) local counsel in the jurisdiction where the Mortgaged Properties are located regarding the enforceability and perfection of the Mortgages and, in cases where the applicable Grantor is organized in the jurisdiction where the Mortgaged Property is located, regarding the valid existence, due authorization, execution and delivery of the applicable Mortgage, and (ii) except in instances where such items are addressed in the opinion from local counsel, counsel for the Grantors regarding valid existence, due authorization, execution and delivery of the Mortgages, in each case, in form and substance reasonably acceptable to the Collateral Agent;

(iv)Title Insurance. With respect to each Mortgage, a fully paid American Land Title Association Lender’s Extended Coverage policy of title insurance (or commitment to issue such a policy having the effect of a policy of title insurance) insuring (or committing to insure) the lien of such Mortgage as a valid and enforceable first priority mortgage or deed of trust lien on the Mortgaged Property described therein, in an amount not less than 100% of the fair market value of such Mortgaged Property as reasonably determined, in good faith, by the Grantors (such policies collectively, the “Mortgage Policy”) issued by such Title Company, which reasonably assures the Collateral Agent that each Mortgage is a valid and enforceable mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except liens with junior priority subject only to the Permitted Liens set forth in clauses (1) (subject to the terms of the Intercreditor Agreement), (7), (10), (13) and (21) of the definition of “Permitted Liens” in the Indenture; provided, however, that in the case of clause (7), the Grantors shall bond over and take any other action necessary or required by the Title Company to delete any exception relating thereto and such other liens as the applicable Grantor shall reasonably determine to be necessary, and such Mortgage Policy shall otherwise be in form and substance reasonably acceptable to the Collateral Agent, and shall include such title endorsements and other affirmative insurance as the applicable Grantor shall determine to be reasonably necessary, or that the Collateral Agent may reasonably request (for the avoidance of doubt, nothing in this Section 7(i) shall require the Collateral Agent to make any such request), to the extent available at commercially reasonably rates (excluding endorsements or coverage related to creditors’ rights);

(v)Survey. An American Land Title Association/American Congress on Surveying and Mapping form survey of each of the Mortgaged Properties (and all improvements thereon) (i) which has been prepared by a surveyor or engineer duly registered and licensed to perform surveys in the jurisdiction where such Mortgaged Properties are located, (ii) which is dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any material exterior construction on the site of such Mortgaged Properties or any easement, right of way or other interest in the Mortgaged Properties has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Properties which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than twenty

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(20) calendar days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Properties, (iii) which is certified by the surveyor (in a manner determined by the applicable Grantor to be reasonably acceptable) to the Collateral Agent, the Secured Parties and the title company, (iv) which is in compliance, in all respects, with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey, (v) which is sufficient for the title company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Properties and issue the endorsements of the type required by clause (iv) above, and (vi) for which necessary fees (if applicable) have been paid;

(vi)Fixture Filings. Proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code in the appropriate jurisdiction in which the Mortgaged Properties are located, desirable to perfect the security interests in fixtures purported to be created by the Mortgages in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties;

(vii)Required Consents. With respect to each Mortgaged Property, the Grantors shall make commercially reasonable efforts (which shall not include the commencement of litigation or require the payment of any sum of money unless such payment is expressly set forth in the agreement under which consent is sought) to obtain such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments, as necessary, in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the lien contemplated by the Mortgage;

(viii)Mortgaged Properties indemnification. With respect to the Mortgaged Properties, such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Company to issue the Mortgage Policies and endorsements contemplated above;

(ix)Collateral Fees and Expenses. Evidence of payment by the Grantors of all Mortgage Policy premiums, search and examination charges, mortgage filing and recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages, fixture filings and issuance of the Mortgage Policies referred to above;

(x)Permitted Additional Pari Passu Obligations. In the event that any Permitted Additional Pari Passu Obligations (including, without limitation, any Additional Notes constituting Permitted Additional Pari Passu Obligations) are incurred following the date on which any Mortgage is provided, the Grantors shall notify the Collateral Agent thereof in writing and within 120 days following such incurrence take all such action as may be reasonably required to amend each then-existing Mortgage in order to ensure that such Permitted Additional Pari Passu Obligations are secured by such Mortgage.

(j)Transfers and Other Liens. Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Indenture, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Collateral Agent’s consent to any sale

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or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Note Documents;

(k)Controlled Accounts; Controlled Investments.

(i)Each Grantor shall (A) establish and maintain cash management services at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections of Accounts and any other items paid or payable to such Grantor (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks.

(ii)Each Grantor shall establish and maintain Control Agreements with Collateral Agent, ABL Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Collateral Agent. Each such Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Collateral Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C)upon the instruction of Collateral Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Collateral Agent’s Account. Collateral Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. For the avoidance of doubt, the Collateral Agent’s rights to instruct any Controlled Account Bank and to issue Activation Instructions is in all respects subject to the provisions of the Intercreditor Agreement, and the priorities and other terms and conditions set forth in the applicable Control Agreements.

(iii)So long as no Default or Event of Default has occurred and is continuing, CBII may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Collateral Agent an amended Schedule 10; provided, however, that prior to the time of the opening of such Controlled Account, the applicable Grantor, the ABL Agent and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent a Control Agreement. To the extent that the ABL Credit Agreement shall remain in effect, each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from ABL Agent (in its capacity as ABL Agent under the ABL Documents) that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or ABL Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in ABL Agent’s reasonable business judgment.

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(iv)Other than (i) an aggregate amount of not more than $250,000 in the aggregate at any one time, in the case of Grantors and their Domestic Subsidiaries, and (ii) amounts deposited into Deposit Accounts specially and exclusively used for zero balance controlled disbursement or for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, no Grantor will, and no Grantor will permit its Domestic Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Collateral Agent governing such Permitted Investments in order to perfect (and further establish) Collateral Agent’s Liens in such Permitted Investments.

(l)Name, Etc. No Grantor will change its name, organizational identification number, jurisdiction of organization or organizational identity; provided, that Grantor may change its name (x) upon at least 10 days prior written notice to Collateral Agent of such change, and (y) only so long as such Grantor also makes all applicable filings or under the Code or otherwise as such Grantor shall determine are necessary or reasonably advisable to maintain and protect the Collateral Agent’s Security Interests in such Grantor and such Grantor’s assets.

(m)[Reserved];

(n)Pledged Notes. Grantors (i) without the prior written consent of Collateral Agent, will not (A) waive or release any obligation of any Person that is obligated under any of the Pledged Notes, (B) take or omit to take any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes, or (C) other than Permitted Dispositions, assign or surrender their rights and interests under any of the Pledged Notes or terminate, cancel, modify, change, supplement or amend the Pledged Notes.

(o)Perfection Certificate, Reports and Schedules.

(i)On the Issue Date, CBII shall deliver to the Collateral Agent a complete, executed “Perfection Certificate” in the form attached as Exhibit F hereto.

(ii)Additionally, CBII shall deliver to the Collateral Agent within 45 days (or, if the deadline for the filing of the related quarterly report with the SEC shall have been extended, 50 days) after the end of each month that is the last month of one of CBII’s fiscal quarters), (x) a complete and accurate list of the Parent's direct and indirect Subsidiaries setting forth any changes to such information since the most recent version of such schedules delivered to Collateral Agent, (y) a complete and accurate description of the authorized Equity Interests of each Significant Party (as that term is defined in the ABL Credit Agreement) and each Pledged Company, by class, and a description of the number of shares of each such class that are issued and outstanding and the number and percentage of the outstanding shares of each such class owned directly or indirectly by CBII, and (z) locations of inventory of the Grantors, setting forth any changes to such information since the most recent version of such schedules delivered to Collateral Agent. To the extent that the ABL Credit Agreement shall remain in effect at the end of each such fiscal quarter, and the information required to provided pursuant to this Section 7(o)(ii) shall also be required to be provided under the terms of the ABL Credit Agreement (as then in effect), then, to the extent applicable, the

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information required to be provided hereunder may be provided in the same form as delivered to the ABL Agent pursuant to the ABL Credit Agreement.

8.Post-Closing Obligations.     The Grantors shall fulfill each of the post-closing obligations set forth on Annex 2 hereto within the respective time periods set forth for each thereon (the Grantors hereby acknowledge and agree that a failure by the Grantors to so perform or cause to be performed such post-closing obligations shall constitute an Event of Default under the Indenture, subject to the provisions of Section 6.01(j) of the Indenture).

9.Relation to Other Note Documents. The provisions of this Agreement shall be read and construed with the other Note Documents referred to below in the manner so indicated.

(a)Indenture. In the event of any conflict between any provision in this Agreement and a provision in the Indenture, such provision of the Indenture shall control.

(b)Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Collateral Agent hereunder. In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

10.Further Assurances.

(a)Each Grantor agrees that from time to time, at its own expense, such Grantor will (whether or not requested by the Collateral Agent) promptly execute and deliver all further instruments and documents, and take all further action, as is necessary or advisable (including at the request of the Collateral Agent), in order to perfect and protect the Security Interest granted hereby, to create, perfect or protect the Security Interest purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral; except that unless an Event of Default has occurred and is continuing no filings with respect to Intellectual Property registered in Non-United States jurisdictions shall be required other than in those countries and against those Trademarks as set forth in Schedule 14 hereto.

(b)Each Grantor authorizes the filing by Collateral Agent of financing or continuation statements, or amendments thereto in the jurisdictions set forth in Schedule 11 and any other jurisdictions reasonably requested by the Collateral Agent (for the avoidance of doubt, nothing in this Section 10(b) shall require the Collateral Agent to make any such request).

(c)Each Grantor authorizes Collateral Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance. Each Grantor also hereby ratifies any and all financing statements or amendments previously filed by Collateral Agent in any jurisdiction.

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(d)Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

11.Collateral Agent’s Right to Perform Contracts, Exercise Rights, etc. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent (or its designee) (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses in connection with the enforcement of Collateral Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) shall have the right to request that any Equity Interests that are pledged hereunder be registered in the name of Collateral Agent or any of its nominees.

12.Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

(a)to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;

(b)to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Collateral Agent;

(c)to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;

(d)to file any claims or take any action or institute any proceedings which Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Collateral Agent with respect to any of the Collateral;

(e)to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;

(f)to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and

(g)Collateral Agent, on behalf of the Secured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Collateral Agent shall commence any such suit, the appropriate

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Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Collateral Agent in aid of such enforcement.

To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.

13.Collateral Agent May Perform. If any Grantor fails to perform any agreement contained herein, Collateral Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of Collateral Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors.

14.Collateral Agent’s Duties Limited. The powers and rights conferred on Collateral Agent hereunder are solely to protect Collateral Agent’s interest in the Collateral, for the benefit of the other Secured Parties, and shall not impose any duty upon Collateral Agent to exercise any such powers or enforce such rights. Notwithstanding anything herein to the contrary, and except for the exercise of reasonable care to assure the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Collateral Agent accords its own property.

15.Event of Default; Duties of Collateral Agent.

(a)If an Event of Default has occurred and is continuing and the Collateral Agent has received written notice thereof from a Grantor, the Collateral Agent may exercise such of the rights and powers vested in it by this Agreement and the Note Documents; provided that, subject to the limitations on the obligations of the Collateral Agent to take actions as provided herein or in the Indenture, the Collateral Agent shall exercise, or refrain from exercising, any remedies provided for herein, in accordance with the written instructions of Required Secured Parties.

(b)The duties of the Collateral Agent shall be determined solely by the express provisions of this Agreement and the Indenture (including, for the avoidance of doubt, acting in accordance with instructions from the Required Secured Parties under the terms of this Agreement and/or the Indenture), and the Collateral Agent need perform only those duties that are specifically set forth in this Agreement and the other Note Documents and no others, and no implied covenants or obligations shall be read into this Agreement or the Note Documents against the Collateral Agent.

(c)In the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Collateral Agent.

(d)The Collateral Agent may not be relieved from liability for its own gross negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i)this clause (i) does not limit the effect of clause (b), (c) or (f) of this Section 15;

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(ii)the Collateral Agent shall not be liable for any error of judgment made in good faith by an officer of the Collateral Agent, unless it is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts; and

(iii)the Collateral Agent shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it at the direction of the Required Secured Parties, or for the method and place of conducting any proceeding for any remedy available to the Collateral Agent, or exercising any trust or power conferred upon the Collateral Agent, under this Agreement or any other Note Document.

(e)Whether or not therein expressly so provided, every provision of this Agreement or any provision of any other Note Document that in any way relates to the Collateral Agent is subject to paragraphs (a), (b), (c), (d), (f) and (g) of this Section 15.

(f)No provision of this Agreement or any other Note Document shall require the Collateral Agent to expend or risk its own funds or incur any liability.

(g)The Collateral Agent shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Grantors. Money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law.

16.Collateral Agent’s Rights.

(a)The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party. In determining (x) the amount of Secured Obligations outstanding under the Indenture or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Note Document has been obtained, the Collateral Agent may conclusively rely on any statement made by the Trustee or the applicable Additional Pari Passu Agent as to such matter.

(b)The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(c)The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Note Document. Whenever in the administration of this Agreement or any Note Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

(d)Unless otherwise specifically provided in this Agreement or any other Note Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.

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(e)The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Note Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(f)The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(g)The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Note Document.

(h)The Collateral Agent may request that the Grantors deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Note Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(i)The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Note Document shall not be construed as a duty.

(j)In no event shall the Collateral Agent be responsible or liable for any special, indirect, punitive or consequential loss or similar damages (including but not limited to loss of profit), irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage, and regardless of the form of action.

17.Individual Rights of Collateral Agent. The Collateral Agent in its individual or any other capacity may become the owner or pledgee of Secured Obligations and may otherwise deal with any Grantor or any Affiliate of any Grantor with the same rights it would have if it were not Collateral Agent.

18.Collateral Agent’s Disclaimer. The Collateral Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or any other Note Document, or the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession and the accounting for Trust Monies actually received by it in accordance with the terms hereof), the legality, effectiveness or sufficiency of any Note Document, or the creation, perfection, priority, sufficiency or protection of any Lien on any Collateral, and it shall not be responsible for any recital in this Agreement or any other Note Document.

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19.Replacement of Collateral Agent. A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 19. The Collateral Agent may resign in writing at any time by so notifying the Issuers. The Issuers may remove the Collateral Agent if:

(a)the Collateral Agent is removed under the Indenture;

(b)the Collateral Agent fails to comply with Section 21 hereof;

(c)the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code;

(d)a custodian or public officer takes charge of the Collateral Agent or its property; or

(e)the Collateral Agent becomes incapable of acting.

If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Issuers shall promptly appoint a successor Collateral Agent which complies with any eligibility requirements contained in the Indenture.

If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, or the holders of at least 10% in principal amount of the then outstanding principal amount of the Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent, at the expense of the Grantors.

A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuers. Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this Agreement and the other Note Documents. The successor Collateral Agent shall mail a notice of its succession to the Trustee under the Indenture. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent.

20.Successor Collateral Agent by Merger, Etc. If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Collateral Agent under this Agreement and the other Note Documents.

21.Eligibility. There shall at all times be a Collateral Agent hereunder that (i) meets the requirements for being a trustee under the Indenture (prior to the discharge or defeasance of the Indenture) and (ii) following the discharge or defeasance of the Indenture, meets the requirements for being the Additional Pari Passu Agent under any then extant Permitted Additional Pari Passu Lien Agreement.

22.Co-Collateral Agent; Separate Collateral Agent. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time

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be located, the Issuers and the Collateral Agent shall have power to appoint agents and sub-agents to the extent permitted under the Indenture and each Permitted Additional Pari Passu Lien Agreement.

23.Release of Liability of Guarantor. In the event that all of the Equity Interests of one or more Guarantors are sold or otherwise disposed of or liquidated in compliance with the requirements of the Indenture and the proceeds of such sale, disposition or liquidation are applied as permitted or required by the terms of the Indenture, each such Guarantor (in its capacity as a Grantor hereunder) shall, upon consummation of such sale, disposition or liquidation, be released from this Agreement automatically and without further action and this Agreement shall, as to each such Guarantor, terminate and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Equity Interests of any Guarantor shall be deemed to be a sale of such Guarantor for purposes of this Section 23.

24.Collection of Accounts, General Intangibles and Negotiable Collateral. At any time upon the occurrence and during the continuance of an Event of Default, Collateral Agent or Collateral Agent’s designee may, except with respect to any ABL Priority Collateral, (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Collateral Agent, for the benefit of the Secured Parties, or that Collateral Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Note Documents.

25.Disposition of Pledged Interests by Collateral Agent. None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, Collateral Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Collateral Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Collateral Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Collateral Agent has handled the disposition in a commercially reasonable manner.

26.Voting and Other Rights in Respect of Pledged Interests.

(a)Upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent may, at its option, upon concurrent written notice to CBII, and in addition to all rights and remedies available to Collateral Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under

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no circumstances is Collateral Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Collateral Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Collateral Agent, such Grantor’s true and lawful ATTORNEY-IN-FACT and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable until the Secured Obligations have been paid in full.

(b)For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of Collateral Agent, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Collateral Agent, the Noteholders, or the value of the Pledged Interests.

27.Remedies. Upon the occurrence and during the continuance of an Event of Default:

(a)Collateral Agent may, and, at the instruction of the Required Secured Parties under the terms of the Indenture (and, if applicable, other Note Documents), shall exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Note Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notification of sale shall be required by law, at least ten (10) days notification prior to the date of such sale by mail to the applicable Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notification shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notification of sale having been given. Collateral Agent may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code and (B) to the extent notification of sale shall be required by law, notification by mail of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of the Code. Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor

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and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.

(b)Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements (including any Intellectual Property License), as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Collateral Agent.

(c)Collateral Agent may, in addition to other rights and remedies provided for herein, in the other Note Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any Grantor’s Deposit Accounts in which Collateral Agent’s Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining such Deposit Account for the applicable Grantor to pay the balance of such Deposit Account to or for the benefit of Collateral Agent, and (ii) with respect to any Grantor’s Securities Accounts in which Collateral Agent’s Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the benefit of Collateral Agent, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Collateral Agent.

(d)Any cash held by Collateral Agent as Collateral and all cash proceeds received by Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Indenture. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

(e)Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. If an Event of Default shall occur and be continuing, Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by Collateral Agent.

28.Remedies Cumulative. Each right, power, and remedy of Collateral Agent, or any Secured Party as provided for in this Agreement or the other Note Documents now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement and the other Note Documents now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Collateral Agent or any Secured Party of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Collateral Agent or such Secured Party of any or all such other rights, powers, or remedies.

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29.Marshaling. Collateral Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Collateral Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

30.Indemnity and Expenses.

(a)Each Grantor agrees to indemnify Collateral Agent and the other Secured Parties from and against all claims, lawsuits and liabilities (including reasonable attorneys’ fees, costs and expenses) growing out of or resulting from this Agreement (including enforcement of this Agreement) or any other Note Document to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction. This provision shall survive the termination of this Agreement, the Indenture and the other Note Documents, the repayment of the Secured Obligations, and the removal or resignation of the Collateral Agent.

(b)Grantors, jointly and severally, shall, upon demand, pay to Collateral Agent (or Collateral Agent, may charge to the Collateral Account (as defined in the Indenture)) all the costs, fees and expenses which Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Note Documents, (iii) the exercise or enforcement of any of the rights of Collateral Agent hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

31.Merger, Amendments; Etc. THIS AGREEMENT, TOGETHER WITH THE OTHER NOTE DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Collateral Agent and each Grantor to which such amendment applies.

32.Addresses for Notices. All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Collateral Agent at its address specified in the Indenture, and to any of the Grantors at their respective addresses specified in the Indenture or,

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as to any party, at such other address as shall be designated by such party in a written notice to the other party.

33.Continuing Security Interest: Assignments.

(a)This Agreement shall create a continuing security interest in the Collateral (other than any Mortgaged Property) and shall (i) remain in full force and effect until the Security Interest is permitted to be terminated in full with respect to all Secured Obligations under the Note Documents and with respect to Permitted Additional Pari Passu Obligations under each applicable Permitted Additional Pari Passu Lien Agreement (the “Discharge of Obligations”), (ii) be binding upon each of the Grantors, and their respective successors and assigns, and (iii) inure to the benefit of, and be enforceable by, Collateral Agent, and its successors, transferees and assigns. Upon the Discharge of Obligations, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. No transfer, renewal, extension or assignment of this Agreement, any other Note Document or any Permitted Additional Pari Passu Lien Agreement, or any other instrument or document executed and delivered by any Grantor to Collateral Agent, nor the taking of further security, nor the retaking of the Collateral by Collateral Agent, nor any other act of any Secured Party shall release any of Grantors from any obligation under this Agreement or any other Note Document. The Collateral Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Collateral Agent and then only to the extent therein set forth. A waiver by Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Collateral Agent would otherwise have had on any other occasion. In addition, the Security Interests granted hereunder and the Liens granted under any of the other Note Documents shall terminate and be released, in whole or in part, (i) as to the Secured Obligations, as provided in the Indenture and (ii) as to the Permitted Additional Pari Passu Obligations under any Permitted Additional Pari Passu Lien Agreement, as provided in such Permitted Additional Pari Passu Lien Agreement. Collateral shall be released from the Security Interest under this Agreement and the Lien under any of the other Security Documents as provided in (i) the Indenture with respect to Liens securing the Secured Obligations and (ii) each Permitted Additional Pari Passu Lien Agreement relating to Permitted Additional Pari Passu Obligations with respect to Liens securing such Permitted Additional Pari Passu Obligations. The Grantors may file appropriate termination statements, mortgage releases satisfactions and re-conveyances, and other filings to terminate or evidence the termination of the Security Interests in and Liens on any assets that have been released from the Security Interest under this Agreement and the Liens under any other Note Documents in accordance with this Section 33 and, at the Grantors’ expense, the Collateral Agent shall return all Collateral in its possession to the Grantors and shall execute any termination, amendment, mortgage release, satisfaction or re-conveyance, required or desirable to terminate or evidence the termination of the Security Interest in or Lien on any property or assets released from the Security Interest under this Agreement or any Lien released under any other Note Document.

(b)Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Secured Obligations is at any time annulled, avoided, set, aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by Collateral Agent or any other Secured Party to such Grantor, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such

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payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing clause (a), such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

34.Survival. All representations and warranties made by the Grantors in this Agreement and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the issuance of the Notes, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Collateral Agent or any Noteholder may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty as of the Issue Date, and shall continue in full force and effect as long as the principal of or any accrued interest on any Notes or any fee or any other amount payable under the Indenture is outstanding and unpaid.

35.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.

(a)THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT COLLATERAL AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE COLLATERAL AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GRANTOR AND COLLATERAL AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUMNONCONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 35(b).

(c)TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR AND COLLATERAL AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH GRANTOR AND

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COLLATERAL AGENT REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(d)EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT COLLATERAL AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(e)NO CLAIM MAY BE MADE BY ANY GRANTOR AGAINST THE COLLATERAL AGENT, ANY NOTEHOLDER, ANY ADDITIONAL PARI PASSU AGENT, ANY OTHER SECURED PARTY OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, COLLATERAL AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH, AND EACH GRANTOR HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

36.New Subsidiaries. Pursuant to Section 4.08 of the Indenture, certain Subsidiaries (whether by acquisition or creation) of any Grantor are required to enter into this Agreement by executing and delivering in favor of Collateral Agent a Joinder to this Agreement in substantially the form of Annex 1 hereto. Upon the execution and delivery of such a joinder by any such new Subsidiary, such Subsidiary shall become a Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Guarantor and a Grantor herein. The execution and delivery of any instrument adding an additional Guarantor or a Grantor as a party to this Agreement shall not require the consent of any Guarantor or Grantor hereunder. The rights and obligations of each Guarantor and Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor or Grantor hereunder.

37.Collateral Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Collateral Agent” shall be a reference to Collateral Agent, for the benefit of the Noteholders and the other Secured Parties (other than the Collateral Agent).

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38.Miscellaneous.

(a)This Agreement is a Note Document under, and as defined in, the Indenture. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Note Document mutatis mutandis.

(b)Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

(c)Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

(d)Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any Noteholder or other Secured Party, or any Grantor, whether under any rule of construction or otherwise. This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

39.Permitted Additional Pari Passu Lien Obligations. On or after the Issue Date, the Grantors may from time to time designate additional obligations as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent, the Trustee and each Additional Pari Passu Agent (a) an Officer’s Certificate (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations” for purposes hereof, (ii) representing that such designation complies with the terms of the Indenture and each then extant Permitted Additional Pari Passu Lien Agreement, and (iii) specifying the name and address of the Additional Pari Passu Agent for such obligations (if other than the Trustee); (b) except in the case of Additional Notes, a fully executed Additional Pari Passu Joinder Agreement (in the form attached as Exhibit E); and (c) an Opinion of Counsel to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Indenture or any then extant Permitted Additional Pari Passu Lien Agreement (upon which the Collateral Agent may conclusively and exclusively rely) subject to the qualifications specified therein.

40.Incorporation by Reference. In connection with its execution and acting hereunder, the Collateral Agent is entitled to all rights, privileges, benefits, protections, immunities and

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indemnities provided to it under the Indenture. By accepting the benefits of this Agreement and the other Note Documents, each Secured Party agrees that it is bound by (i) the terms of the Intercreditor Agreement applicable to such Secured Party and (ii) the provisions of EXHIBIT E hereto.

41.Certain Directions. The Collateral Agent shall comply with any direction to enter into amendments to the Intercreditor Agreement or an additional intercreditor agreement with the agent for the holders of any ABL Obligations given to it by (A) the Trustee pursuant to Section 10.01 of the Indenture or (B) any Additional Pari Passu Agent pursuant to any similar provision of a Permitted Additional Pari Passu Lien Agreement, provided in the case of clause (A) and (B) that such direction is not inconsistent with this Agreement or the Indenture.

42.Intercreditor Agreement.

(a)Notwithstanding anything herein to the contrary, in the event of any conflict between any provision in this Agreement and any provision in the Intercreditor Agreement, such provision in the Intercreditor Agreement shall control.

(b)Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, any obligation of any Grantor hereunder with respect to the delivery of any Collateral that constitutes ABL Priority Collateral (as defined in the Intercreditor Agreement) shall be deemed to be satisfied if such Grantor delivers such ABL Priority Collateral to the ABL Agent in accordance with the requirements of the corresponding provision of the applicable ABL Security Document (as defined in the Intercreditor Agreement). Any representation, warranty, covenant or other obligation of any Grantor hereunder to create a “first priority” security interest in any Collateral that constitutes ABL Priority Collateral shall be first priority other than any Lien in favor of theABL Agent.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned parties hereto have caused this Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS: CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporationBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officer

CHIQUITA BRANDS L.L.C., a Delaware limited liability companyBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officer

CHIQUITA FRESH NORTH AMERICA L.L.C., a Delaware limited liability companyBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officerof Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

FRESH INTERNATIONAL CORP., a Delaware corporationBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officerof Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

FRESH EXPRESS INCORPORATED, a Delaware corporationBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officerof Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

TRANSFRESH CORPORATION, a Delaware corporationBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officerof Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

B C SYSTEMS, INC., a Delaware corporationBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officerof Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

VERDELLI FARMS INC., a Pennsylvania corporationBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officerof Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

CB CONTAINERS, INC., a Delaware corporationBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officerof Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

V.F. TRANSPORTATION, LLC, a Pennsylvania limited liability companyBy: /s/ Brian W. Kocher    
Name: Brian W. Kocher
Title: Senior Vice President and Chief Financial Officerof Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

Signature Page to Security Agreement

COLLATERAL AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association 
By: /s/ Yana Kislenko    
Name: Yana Kislenko    
Title: Vice President

Signature Page to Security Agreement

EX-4.4

Exhibit 4.4

This INTERCREDITOR AGREEMENT dated as of February 5, 2013, among CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (the "Company"), the subsidiaries of the Company listed on the signature pages hereof (the Company, the subsidiaries so listed and the Additional Grantors described herein, collectively, the "Grantors"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB"), as the ABL Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Noteholder Collateral Agent (in such capacity, and together with its successors in such capacity, the "Original Noteholder Collateral Agent").

WHEREAS, the Company and certain of its domestic Subsidiaries have entered into the ABL Credit Agreement described in Section 1 hereof, pursuant to which the borrowers named therein will borrow funds for the purposes set forth therein;

WHEREAS, the Company has entered into the Indenture described in Section 1 hereof relating to the issuance of certain senior secured notes, on the terms set forth therein;

WHEREAS, the Company has caused certain of its domestic Subsidiaries to guarantee the foregoing obligations of the Company under the Indenture;

WHEREAS, the Company and certain of its domestic Subsidiaries have secured their obligations as described above by granting Liens on their assets to the ABL Agent and the Noteholder Collateral Agent as provided in the ABL Security Documents and the Noteholder Security Documents, respectively;

WHEREAS, pursuant to the ABL Security Documents, the ABL Agent has agreed to hold and administer the Liens granted pursuant to the ABL Security Documents for the benefit of the ABL Secured Parties;

WHEREAS, pursuant to the Noteholder Security Documents, the Noteholder Collateral Agent has agreed to hold and administer the Liens granted pursuant to the Noteholder Security Documents for the benefit of the Noteholder Secured Parties; and

WHEREAS, the parties hereto wish to set forth herein their agreement regarding the priority of Liens granted under the ABL Documents and the Noteholder Documents, other agreements regarding the Collateral and related matters;

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

Section 1.Definitions.

(a)    Terms Defined in UCC. As used herein, each of the following terms shall have the meaning specified in the UCC:

Term	UCC
Account	9-102
Cash Proceeds	9-102
Chattel Paper	9-102
Commercial Tort Claim	9-102
Deposit Account	9-102
Document	9-102
Equipment	9-102
Farm Products	9-102
General Intangibles	9-102
Instrument	9-102
Inventory	9-102
Letter-of-Credit Right	9-102
Payment Intangible	9-102
Proceeds	9-102
Promissory Note	94 02
Record	9-102
Securities Account	8-501
Supporting Obligation	9-102

(b)    Additional Definitions. The following additional terms, as used herein, have the following meanings:

"ABL Agent" shall mean (i) WFB, in its capacity as agent for the lenders and the other ABL Secured Parties under the ABL Credit Agreement and the other ABL Documents entered into pursuant thereto, (ii) the administrative agent and collateral agent under such ABL Documents as may be entered into pursuant to any Refinancing of the foregoing permitted hereunder and (iii) with respect to both (i) and (ii), its successors and permitted assigns.

"ABL Bank Product Obligations" shall mean any and all "Bank Product Obligations" as that term is defined in the ABL Credit Agreement as in effect on the date hereof or any successor term having substantially the same meaning and used in any Refinancing.

"ABL Collateral" shall mean all of the assets of each Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any ABL Obligation, other than the ABL Excluded Property.

"ABL Credit Agreement" shall mean that certain Credit Agreement, dated as of the date hereof, among the Company and certain of its Subsidiaries, as borrowers, the lenders party thereto, and WFB, as administrative agent, as the same may be amended, supplemented, modified or Refinanced from time to time in accordance with the provisions of this Agreement.

"ABL Documents" shall mean the ABL Credit Agreement and the other Loan Documents (as defined in the ABL Credit Agreement) and each of the other agreements, documents and instruments (including each Bank Product Agreement) providing for or evidencing any ABL Obligation, and any other document or instrument executed or delivered at any time in connection with any ABL Obligations under

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the ABL Credit Agreement and the Loan Documents (as defined in the ABL Credit Agreement), including any intercreditor or joinder agreement among holders of ABL Obligations, in each case as in effect at the relevant time and as each may be amended, supplemented, modified or Refinanced from time to time in accordance with the provisions of this Agreement.

"ABL Excluded Property" shall mean the "Excluded Property" as defined in the ABL Credit Agreement as in effect on the date hereof or any successor term having substantially the same meaning and used in any Refinancing.

"ABL Obligations" shall mean all "Obligations" as defined in and outstanding under the ABL Credit Agreement and the other ABL Documents (including, without limitation, all ABL Bank Product Obligations) or any successor term having substantially the same meaning and used in in any Refinancing.

"ABL Priority Collateral" shall mean the following assets of each Grantor, whether now existing or hereafter arising, excluding the ABL Excluded Property:

(a)    accounts and payment intangibles (including tax refunds and related tax payments), but excluding accounts and payment intangibles that constitute identifiable proceeds of Noteholder Priority Collateral;

(b)    inventory;

(c)    deposit accounts and securities accounts (excluding the Noteholder Priority Collateral Proceeds Account), including all monies, uncertificated securities, securities entitlements and other funds held in or on deposit therein contained therein (including all cash, marketable securities and other funds held in or on deposit in either of the foregoing) (but excluding all cash, marketable securities, monies, uncertificated securities and securities entitlements that constitute identifiable proceeds of Noteholder Priority Collateral);

(d)    all investment property (other than the capital stock of each Grantor and each Grantor's direct Subsidiaries), general intangibles (excluding trademarks and copyrights constituting Noteholder Priority Collateral), books and records, documents and instruments, chattel paper, letter of credit rights, business interruption insurance, supporting obligations, commercial tort claims and other claims or causes of action, but excluding investment property, general intangibles, books and records, documents and instruments, chattel paper, letter of credit rights, business interruption insurance, supporting obligations, commercial tort claims and other claims or causes of action that constitute identifiable proceeds of Noteholder Priority Collateral;

(e)    equipment and Designated Tangible ABL Priority Property;

(f)    all other personal property (including, without limitation, farm products), excluding personal property that constitutes Noteholder Priority Collateral; and

(g)    all ABL Priority Proceeds.

"ABL Priority Proceeds" shall mean any and all Proceeds of the ABL Priority Collateral, but excluding in all instances outside of a Bankruptcy Proceeding any property that is acquired with cash proceeds of such ABL Priority Collateral in a manner that is not in contravention of the terms of this Agreement and does not otherwise constitute ABL Priority Collateral.

"ABL Secured Parties" shall mean the Persons holding ABL Obligations (or a Lien to secure any ABL Obligations), including, without limitation, the ABL Agent, each other member of the Lender

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Group (as defined in the ABL Credit Agreement) and each other Bank Product Provider (as defined in the ABL Credit Agreement).

"ABL Security Documents" shall mean any agreement, document or instrument pursuant to which a Lien is now or hereafter granted by any Grantor to secure any ABL Obligations or under which rights or remedies with respect to any such Liens are at any time governed.

"Accruals" shall mean, on any date of determination thereof, all accrued but unpaid interest, fees, costs and other charges owing by any Grantor to any Secured Party under any of the Finance Documents, including any advances made by any Secured Party to pay such amounts, interest accrued upon any such advances and Enforcement Expenses. Accruals shall expressly include all interest accruing and fees, costs and charges (including Enforcement Expenses) incurred after the commencement of any Bankruptcy Proceeding, regardless of whether any Secured Party's claim therefor is allowed or allowable in such Bankruptcy Proceeding.

"Additional Grantors" shall mean each Subsidiary of the Company that grants a Lien on any of its assets to secure any of the Obligations and/or is otherwise liable for any of the Obligations.

"Additional Noteholder Agent" shall mean the Person appointed to act as trustee, agent or representative for the holders of Additional Noteholder Obligations pursuant to any Additional Noteholder Document.

"Additional Noteholder Documents" shall mean the Additional Noteholder Facility and all other loan documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, any Additional Noteholder Facility.

"Additional Noteholder Facility" shall mean the indenture, credit agreement or other agreement under which any Additional Noteholder Obligations are incurred.

"Additional Noteholder Obligations" shall mean Indebtedness of the Grantors issued following the date of this Agreement including (i) Additional Notes and (ii) other Indebtedness to the extent that (a) such Indebtedness is not prohibited by the terms of the ABL Credit Agreement and the Indenture, from being incurred or from being secured by Liens on the Collateral ranking pari passu with the Liens securing the Noteholder Obligations, (b) the Grantors have granted Liens, consistent with clause (a), on the Collateral to secure the obligations in respect of such Indebtedness, and (c) the Additional Noteholder Agent, for the holders of such Indebtedness has entered into an Lien Sharing and Priority Confirmation Joinder on behalf of the Noteholder Secured Parties under such agreement acknowledging that such holders shall be bound by the terms hereof applicable to the Noteholder Secured Parties.

"Additional Noteholder Security Documents" shall mean the Additional Noteholder Facility (insofar as the same grants a Lien on the Collateral) and all collateral trust agreements, security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, control agreements, guarantees, notes and any other documents or instruments now existing or entered into after the date hereof that create Liens on any assets or properties of any Grantor or any of its Subsidiaries to secure any Obligations of the Grantors owed thereunder to any holders of Additional Noteholder Obligations.

"Additional Notes" shall mean any additional notes issued under the Indenture, to the extent such additional notes are not prohibited by the terms of the ABL Credit Agreement and the Indenture to be incurred or from being secured by the Liens on the Collateral ranking pari passu with the Liens securing the Indenture.

"Agents" shall mean the ABL Agent and the Noteholder Collateral Agent.

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"Agreement" shall mean this Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof

"Bank Product" shall mean any "Bank Product" as that term is defined in the ABL Credit Agreement as in effect on the date hereof or any successor term having substantially the same meaning and used in any Refinancing.

"Bank Product Agreements" shall mean any "Bank Product Agreement" as that term is defined in the ABL Credit Agreement as in effect on the date hereof or any successor term having substantially the same meaning and used in any Refinancing.

"Bank Product Provider" shall mean any "Bank Product Provider" as that term is defined in the ABL Credit Agreement as in effect on the date hereof or any successor term having substantially the same meaning and used in any Refinancing.

"Bankruptcy Code" shall mean the United States. Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time, and any successor statute.

"Bankruptcy Law" shall mean the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.

"Bankruptcy Proceeding" shall mean that there shall be an assignment for the benefit of creditors relating to the Company or any Grantor whether or not voluntary; or any case shall be commenced by or against the Company or any Grantor under any Bankruptcy Law, for the relief of debtors or affecting creditors' rights generally, whether or not voluntary; or any proceeding shall be instituted by or against the Company or any Grantor seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, dissolution, marshalling of assets or liabilities, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency, or seeking the entry of an order for relief or the appointment of a receiver, trustee, administrator or other similar official for it or for any substantial part of its property and assets, whether or not voluntary; or any event or action analogous to or having a substantially similar effect to any of the events or actions set forth above in this definition shall occur under the law of any jurisdiction applicable to the Company or any Grantor.

"Class" refers, when used with respect to any Secured Obligations or Secured Parties, to whether the same are ABL Obligations or ABL Secured Parties, on the one hand, or Noteholder Obligations or Noteholder Secured Parties, on the other hand.

"Class Discharge" shall mean a Discharge of ABL Obligations or a Discharge of Noteholder Obligations.

"Collateral" shall mean, collectively, all ABL Collateral and all Noteholder Collateral.

"Company" shall have the meaning set forth in the introductory statement.

"Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms "Controlling" and "Controlled" shall have meanings correlative thereto.

"Deposit Account Collateral" shall mean that part of the Collateral comprised of or contained in Deposit Accounts or Securities Accounts.

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"Designated Tangible ABL Priority Property" shall mean any goods, including without limitation conveyor systems, storage tanks and other goods used or for use in the manufacturing, processing, storage, transporting or distribution operations or business of a Grantor, regardless of whether such goods are or become fixtures to any real property, excluding, however, heating, ventilation, air conditioning, plumbing and other like fixtures integral to the operation and physical integrity of any real property.

"DIP Financing" shall have the meaning set forth in Section 6(a).

"Discharge of ABL Obligations" shall mean (i) payment in full in cash of the principal of, and interest and premium (if any) on, all Indebtedness outstanding under the ABL Documents, (ii) payment in full in cash of all other ABL Obligations that are due and payable or otherwise accrued and owing, including all Post-Petition Items, (iii) termination or cash collateralization of, in an amount and on terms reasonably satisfactory to the ABL Agent, or other provision for in a manner reasonably satisfactory to the ABL Agent and the issuing bank under the ABL Credit Agreement, all letters of credit issued under the ABL Documents, (iv) termination or expiration of all commitments and obligations to lend and to issue letters of credit under the ABL Documents, (v) termination and payment in full in cash of all termination fees and other amounts due in respect of ABL Bank Product Obligations, or cash collateralization or the provision of other security in respect thereof in an amount and on terms satisfactory to the relevant Secured Party and (vi) any costs, expenses and contingent indemnification obligations not yet due and payable but with respect to which a claim has been threatened or asserted in writing under any ABL Document, are backed by letters of credit or cash collateral in an amount and on terms reasonably satisfactory to ABL Agent.

"Discharge of First-Lien Obligations" shall mean (i) in respect of ABL Priority Collateral or ABL Obligations, the Discharge of ABL Obligations and (ii) in respect of Noteholder Priority Collateral or Noteholder Obligations, the Discharge of Noteholder Obligations; provided, however, that to the extent of any Recovery with respect to First-Lien Obligations, a Discharge of First-Lien Obligations shall not be deemed to have occurred.

"Discharge of Noteholder Obligations" shall mean (i) payment in full in cash of the principal of, and interest and premium (if any) on, all Indebtedness outstanding under the Noteholder Documents, (ii) payment in full in cash of all other Noteholder Obligations that are due and payable or otherwise accrued and owing, including all Post-Petition Items, and (iii) any costs, expenses and contingent indemnification obligations not yet due and payable but with respect to which a claim has been threatened or asserted in writing under any Noteholder Document, are backed by letters of credit or cash collateral in an amount and on terms reasonably satisfactory to Noteholder Collateral Agent.

"Discharge of Second-Lien Obligations" shall mean (i) in respect of ABL Priority Collateral or ABL Obligations, the Discharge of Noteholder Obligations and (ii) in respect of Noteholder Priority Collateral or Noteholder Obligations, the Discharge of ABL Obligations; provided, however, that to the extent of any Recovery with respect to Second-Lien Obligations, a Discharge of Second-Lien Obligations shall not be deemed to have occurred.

"Enforcement Expenses" shall mean all costs, expenses, fees or advances that any Agent or Secured Party may make, suffer or incur, in each case after the occurrence of an event of default under the relevant Finance Documents on account of or in connection with (i) the repossession, storage, repair, appraisal, insuring, completion of the manufacture of, preparing for sale, advertising for sale, selling, collecting, or otherwise preserving or realizing upon any Collateral, (ii) the settlement or satisfaction of any prior Lien or other encumbrance upon any of the Collateral, (iii) the retention by an Agent or any Secured Party of consultants, including turnaround management consultants, accountants, attorneys, appraisers, auctioneers and environmental engineers or (iv) the enforcement of any of the Finance Documents or the collection of any Obligations, including any expenses incurred in connection with exercise any rights of setoff or recoupment. Such costs, expenses, and advances may include, without limitation, storage fees, legal

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fees, appraisal fees, brokers' fees and commissions, auctioneers' fees and commissions, environmental assessment fees, and wages and salaries paid to employees of any Grantor or any independent contractors in liquidating or collecting any Collateral.

"Equity Interests" shall mean, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

"Finance Documents" shall mean the ABL Documents and the Noteholder Documents.

"First-Lien Agent" shall mean (i) with respect to ABL Priority Collateral, the ABL Documents or ABL Obligations, the ABL Agent and (ii) with respect to Noteholder Priority Collateral, the Noteholder Documents or Noteholder Obligations, the Noteholder Collateral Agent.

"First-Lien Collateral" shall mean, for purposes of determining the respective rights and obligations of either Class of Secured Parties as First-Lien Secured Parties or Second-Lien Secured Parties under any provision of this Agreement, (i) with respect to ABL Obligations or ABL Secured Parties, the ABL Priority Collateral and (ii) with respect to Noteholder Obligations or Noteholder Secured Parties, the Noteholder Priority Collateral.

"First-Lien Documents" shall mean (i) with respect to ABL Priority Collateral or ABL Obligations, the ABL Documents and (ii) with respect to Noteholder Priority Collateral or Noteholder Obligations, the Noteholder Documents.

"First-Lien Obligations" shall mean (i) in respect of ABL Priority Collateral or ABL Secured Parties, the ABL Obligations and (ii) in respect of Noteholder Priority Collateral or Noteholder Secured Parties, the Noteholder Obligations.

"First-Lien Security Documents" shall mean (i) with respect to ABL Priority Collateral or ABL Obligations, the ABL Security Documents and (ii) with respect to Noteholder Priority Collateral or Noteholder Obligations, the Noteholder Security Documents.

"First-Lien Secured Parties" shall mean (i) with respect to ABL Priority Collateral, the ABL Obligations or the ABL Documents, the ABL Secured Parties and (ii) with respect to Noteholder Priority Collateral, the Noteholder Obligations or the Noteholder Documents, the Noteholder Secured Parties.

"Foreign Collateral" shall mean any assets of a Foreign Subsidiary of the Company and any capital stock issued by any Foreign Subsidiary of the Company.

"Foreign Subsidiaries" shall mean any Subsidiary not organized under the laws of a State of the United States or the District of Columbia.

"Grantors" shall have the meaning assigned to such term in the introductory statement hereto.

"Guarantors" shall mean the collective reference to any Subsidiary of the Company or any other Person who becomes a guarantor of the Noteholder Obligations or the ABL Obligations and their respective successors and assigns.

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"Indebtedness" shall mean and include all obligations that constitute "Debt", "Indebtedness" or other comparable terms within the meaning of the ABL Credit Agreement and the Indenture as in effect on the date hereof.

"Indenture" shall mean the Indenture dated as of the date hereof, among the Company, the other Grantors party thereto from time to time, and Noteholder Collateral Agent, as the same may be amended, supplemented, modified or Refinanced from time to time in accordance with the provisions of this Agreement.

"Indenture Documents" shall mean "SeniorSecured Notes Documents" as defined in the Indenture.

"Indenture Notes" shall mean, collectively, (a) the Initial Notes (together with any exchange notes issued in exchange therefor pursuant to the Registration Rights Agreement (as defined in the Indenture)), (b) any Additional Notes and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement, security or instrument evidencing or governing the terms of any indebtedness or other financial accommodation (other than ABL Obligations) that has been incurred to increase, replace, refinance or refund in whole or in part the Obligations outstanding under the Initial Notes and/or any Additional Notes or any other agreement or instrument referred to in this clause which (I) is designated as “Notes” (x) so long as the Indenture or any Additional Noteholder Facility is in effect and is not being replaced, refinanced or refunded in whole, by the Noteholder Collateral Agent or (y) otherwise, by the Company, and (II) the Noteholder Collateral Agent for such agreement shall have executed the Lien Sharing and Priority Confirmation Joinder agreeing to be bound hereby on the same terms applicable to the Noteholder Collateral Agent whether or not such increase, replacement, refinancing or refunding occurs (i) with the original parties thereto or (ii) on one or more separate occasions. Any reference to the Indenture Notes hereunder shall be deemed a reference to any Indenture Notes then in existence.

"Indenture Security Agreement" shall have the meaning assigned to the term "Security Agreement" in the Indenture.

"Indenture Security Documents" shall mean collectively the Indenture Security Agreement and any other agreement, document or instrument pursuant to which a Lien is now or hereafter granted by any Grantor to secure any Indenture Obligations or under which rights or remedies with respect to any such Liens are at any time governed.

"Indemnity Amount" shall mean, on any date of determination thereof, the amount required to be paid by any Grantor to any Secured Party on such date pursuant to any indemnity provisions contained in any applicable Finance Document.

"Initial Notes" shall mean the $425,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2021, issued under the Indenture on the date hereof.

"Lien" shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

"Lien Sharing and Priority Confirmation Joinder" shall mean an agreement substantially in the form of Exhibit A.

"Noteholder Collateral" shall mean all of the assets of each Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for the Noteholder Obligations.

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"Noteholder Collateral Agent" shall mean (i) the Original Noteholder Collateral Agent, including its successors and assigns from time to time, for so long as any Indenture Notes are outstanding and (ii) thereafter, any Additional Noteholder Agent provided that such Additional Noteholder Agent shall execute the Lien Sharing and Priority Confirmation Joinder as a precondition to acting as Noteholder Collateral Agent on behalf of the holders of Additional Noteholder Obligations.

"Noteholder Collateral Proceeds Notice" shall mean a written notice delivered by the Noteholder Collateral Agent to the ABL Agent (a) stating that Noteholder Collateral Agent has elected to take enforcement action against specifically identified Noteholder Priority Collateral by reason of the occurrence of an Event of Default under any of the Noteholder Documents and (b) stating that certain cash proceeds which may be deposited in any Grantor's deposit account, collection account or other account (other than the Noteholder Priority Collateral Proceeds Account) constitute identifiable proceeds of Noteholder Priority Collateral, and reasonably identifying the amount of such proceeds and reasonably specifying the origin thereof.

"Noteholder Documents" shall mean the Indenture Documents and the Additional Noteholder Documents.

"Noteholder Excluded Property" shall mean the "Excluded Property" (as defined in the Indenture Security Agreement) or similar term as defined in the Additional Noteholder Facility.

"Noteholder Guaranties" shall mean the guaranties made by the Subsidiaries of the Company in favor of the Noteholder Secured Parties.

"Noteholder Obligations" shall mean, without duplication, (i) the Additional Noteholder Obligations, (ii) the "Indenture Obligations" (as defined in the Indenture), (iii) the "Secured Obligtions" (as defined in the Indenture Security Agreement) and all other Obligations incurred or arising under the Indenture Documents and (iv) all other "Obligations," as defined in the Indenture (including, without limitation, any "Permitted Additional Pari Passu Obligations" (as defined in the Indenture)), of the Company or any other Grantor that are secured, or intended to be secured, by the Noteholder Security Documents.

"Noteholder Priority Collateral" shall mean the following assets of each Grantor, whether now existing or hereafter arising, excluding the Noteholder Excluded Property:

(i) all of each Grantor's real property currently owned, or acquired after the date hereof, in fee simple with an individual "Fair Market Value" (as defined in the Indenture) (measured as of the date hereof, or with respect to after-acquired real property, at the time of the acquisition thereof) in excess of $2,000,000 (along with Fresh Express Incorporated's leasehold interest in that certain Carrollton, Georgia facility leased from the Development Authority of Clayton County, and except to the extent subject to a Lien permitted by clause (2) (to the extent disclosed in the title report provided to the "Initial Purchasers" (as defined in the Indenture) prior to the hereof), (3), (4), (6) or (24) (as it relates to any of the foregoing) of the definition of "Permitted Liens" set forth in the Indenture as in effect on the date hereof to the extent the documentation relating to such Lien prohibits the granting of a Lien thereon to secure the Noteholder Obligations), excluding the Designated Tangible ABL Priority Property);

(ii) the trademarks and copyrights, excluding intellectual property licenses entered into with customers in connection with the sale of inventory to such customers;

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(iii) all Equity Interests, subject to the exceptions set forth in the Indenture and/or the Indenture Security Agreement;

(iv) solely to the extent relating to the items referred to in preceding clauses (i), (ii) and (iii), General Intangibles (including Commercial Tort Claims but excluding Payment Intangibles), Instruments, Books and Records, and Supporting Obligations (in each case, except to the extent relating to ABL Priority Collateral);

(v) each Noteholder Priority Collateral Proceeds Account and all deposits of cash, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto (but excluding all deposits of cash, checks, other negotiable instruments, funds, and other evidences of payments constituting identifiable ABL Priority Proceeds);

(vi) and all rents and Proceeds of the Noteholder Priority Collateral described in clauses (i) through (v), but excluding in all instances (x) outside of a Bankruptcy Proceeding, any property that is acquired with cash proceeds of such Noteholder Priority Collateral in a manner that is not in contravention of the terms of this Agreement and does not otherwise constitute Noteholder Priority Collateral and (y) Proceeds from the lease, sublease or license or sublicense of real or personal property, including copyrights, trademarks and other intellectual property rights in the ordinary course of any applicable Grantor's business or that do not materially interfere with the business of any Grantor.

"Noteholder Priority Collateral Proceeds Account" shall mean, collectively, one or more Deposit Accounts established pursuant to any Noteholder Document for the purpose of holding proceeds of Noteholder Priority Collateral, and into which there shall be deposited only proceeds of Noteholder Priority Collateral.

"Noteholder Secured Parties" shall mean, at any relevant time, the holders of Noteholder Obligations at that time, including each Additional Noteholder Agent and the Noteholder Collateral Agent in each case solely in their capacities as such and not in any other capacity (except to the extent that such Noteholder Secured Party is acting in such other capacity for the primary purpose of benefiting its Noteholder Obligations).

"Noteholder Security Documents" shall mean the Indenture Security Documents and the Additional Noteholder Security Documents.

"Obligations" shall mean, in respect of any Indebtedness under any of the Financing Documents, including all obligations of any of the Grantors from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including any Post-Petition Items) on such Indebtedness, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including reimbursement obligations with respect to any letter of credit, fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any Bankruptcy Proceeding with respect to any Grantor, regardless of whether allowed or allowable in such proceeding), of the Grantors under any Finance Document governing such Indebtedness.

"Person" shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, entity or other party, including any government and any political subdivision, agency or instrumentality thereof.

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"Pledged Collateral" shall mean the Collateral in the possession of an Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the UCC.

"Post-Petition Items" shall mean any interest, fees, costs and other charges that accrue after the commencement of any Bankruptcy Proceeding of any one or more of the Grantors (or would accrue but for the operation of applicable Bankruptcy Law or insolvency laws), whether or not allowed or allowable as a claim in any such Bankruptcy Proceeding.

"Recovery" shall have the meaning set forth in Section 6(d).

"Refinance" shall mean, in respect of any indebtedness or other obligation, to refinance, extend, renew, defease, amend and restate, restructure, replace, refund or repay, or to issue other indebtedness or other obligation in exchange or replacement for, such indebtedness or other obligation in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

"Required ABL Lenders" shall mean those lenders the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of, or consent to any departure from, the ABL Credit Agreement (or would be required to effect such consent under this Agreement if such consent were treated as an amendment thereof).

"Required Noteholders" shall mean those Noteholder Secured Parties (in their capacity as holders of the Indenture Notes) the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of, or consent to any departure from, the applicable Noteholder Documents (or would be required to effect such consent under this Agreement if such consent were treated as an amendment thereof).

"Second-Lien Agent" shall mean (i) with respect to ABL Priority Collateral, the ABL Documents or the ABL Obligations, the Noteholder Collateral Agent and (ii) with respect to Noteholder Priority Collateral, the Noteholder Documents or the Noteholder Obligations, the ABL Agent.

"Second-Lien Documents" shall mean (i) with respect to ABL Priority Collateral or ABL Obligations, the Noteholder Documents and (ii) with respect to Noteholder Priority Collateral or Noteholder Obligations, the ABL Documents.

"Second-Lien Obligations" shall mean (i) in respect of Noteholder Priority Collateral or Noteholder Secured Parties, the ABL Obligations and (ii) in respect of ABL Priority Collateral or ABL Secured Parties, the Noteholder Obligations.

"Second-Lien Secured Parties" shall mean (i) with respect to ABL Priority Collateral, ABL Obligations or ABL Documents, the Noteholders Secured Parties and (ii) with respect to Noteholder Priority Collateral, Noteholder Obligations or Noteholder Documents, the ABL Secured Parties.

"Second-Lien Security Documents" shall mean (i) with respect to ABL Priority Collateral or ABL Obligations, the Noteholder Security Documents and (ii) with respect to Noteholder Priority Collateral or Noteholder Obligations, the ABL Security Documents.

"Secured Obligations" shall mean the ABL Obligations and the Noteholder Obligations.

"Secured Parties" shall mean the ABL Secured Parties and the Noteholder Secured Parties.

"Standstill Period" shall have the meaning set forth in Section 3(a)(i).

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"subsidiary" shall mean, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held by such Person.

"Subsidiary" shall mean any subsidiary of the Company.

"UCC" shall mean the Uniform Commercial Code as from time to time in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

"WFB" shall have the meaning set forth in the introductory statement.

(b)    Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, modified or Refinanced in accordance with this Agreement, (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein," "hereof' and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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Section 2.    Lien Priorities.

(a)    Subordination of Liens. Notwithstanding (1) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the respective Secured Parties on any Collateral, (2) any provision of the UCC, Bankruptcy Law, any applicable law or any Finance Document, (3) whether any Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (4) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (5) any other circumstance of any kind or nature whatsoever:

(i)    Noteholder Collateral Agent, on behalf of itself and each applicable Noteholder Secured Party hereby agrees that: (a) any Lien on ABL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of each ABL Agent or any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on such ABL Priority Collateral securing any Noteholder Obligations, and (b) any Lien on the ABL Priority Collateral securing any Noteholder Obligations now or hereafter held by or on behalf of Noteholder Collateral Agent or any Noteholder Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on such ABL Priority Collateral securing any ABL Obligations;

(ii)    ABL Agent, on behalf of itself and each applicable ABL Secured Party hereby agrees that: (a) any Lien on Noteholder Priority Collateral securing any Noteholder Obligations now or hereafter held by or on behalf of each Noteholder Collateral Agent or any Noteholder Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on such Noteholder Priority Collateral securing any ABL Obligations, and (b) any Lien on the Noteholder Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of ABL Agent or any ABL Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on such Noteholder Priority Collateral securing any Noteholder Obligations; and

(iii)     All Liens on the First-Lien Collateral securing any First-Lien Obligations shall be, and remain senior in all respects and prior to all Liens on such Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

(b)    Prohibition on Contesting Liens. The ABL Agent, for itself and on behalf of each applicable ABL Secured Party, and the Noteholder Collateral Agent, for itself and on behalf of each applicable Noteholder Secured Party, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Bankruptcy Proceeding), the perfection, priority, validity or enforceability of a Lien securing any Secured Obligations held (or purported to be held) by or on behalf of any of the Secured Parties or any agent or trustee therefor in any Collateral.

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(c)    No New Liens. It is understood and agreed that the intent of the parties is for each Class of Secured Obligations to be secured by a perfected lien on all ABL Priority Collateral and all Noteholder Priority Collateral. In furtherance of the foregoing, the parties hereto agree that it is the intent of the parties that no Secured Party of either Class shall acquire or hold any Lien on any assets of any Grantor that are not also subject to a Lien securing the Secured Obligations of the other Class. If any Secured Party of either Class shall nonetheless acquire or hold any Lien on any assets of any Grantor which assets are not also subject to a Lien securing the Secured Obligations of the other Class, then such Secured Party shall (i) without the need for any further consent of any party and notwithstanding anything to the contrary in any other document be deemed to hold and have held such Lien for the benefit of the Secured Parties of the other Class as security for the Secured. Obligations of the other Class (subject to the Lien priorities and other terms hereof) and (ii) in the case of any such Lien acquired after the date hereof, (A) endeavor to give the other Agent prompt written notice of such additional Lien, provided that the failure to give such notice shall not affect the validity of such additional Lien or the rights hereunder of the Agent receiving such additional Lien (subject to the Lien priorities and other terms hereof) and (B) enter into, execute and/or deliver any agreements, filings, instruments or other documents reasonably requested by the other Agent in order to evidence the Lien priorities set forth herein. Notwithstanding anything contained in this Agreement to the contrary, ABL Secured Parties may seek and obtain Liens on any of the Foreign Collateral notwithstanding that Noteholder Secured Parties do not obtain a Lien on such property and any such Liens obtained by an ABL Secured Party shall not be held for the benefit of Noteholder Secured Parties or otherwise be subject to the provisions of this Section 2(c).

(d)    Perfection of Liens. Except as expressly provided for herein, neither the First-Lien Agent nor the First-Lien Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefit of the Second-Lien Agent and the Second-Lien Secured Parties. Except as expressly provided for herein, neither the Second-Lien Agent nor the Second-Lien Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefit of the First-Lien Agent and the First-Lien Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First-Lien Secured Parties and the Second-Lien Secured Parties and shall not impose on any Secured Party or any agent or trustee therefor any obligations in respect of (i) any payment or distribution that any Secured Party may receive or be entitled to receive in any Bankruptcy Proceeding of a Grantor, solely with respect to an unsecured claim (or portion of a claim, to the extent unsecured) of such Secured Party and (ii) the disposition of proceeds of any Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

(e)    Tracing of Collateral and Treatment of Cash. Prior to the earlier to occur of (i) written notice of an enforcement action by an Agent delivered to the other Agent or (ii) commencement of any Bankruptcy Proceeding, any proceeds of Collateral, whether or not deposited into deposit accounts that are subject to account control agreements with the ABL Agent, which are used by any Grantor to acquire other property which is Collateral will not be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral so acquired. Prior to ABL Agent's receipt of a Noteholder Collateral Proceeds Notice from the Noteholder Collateral Agent (unless a Bankruptcy Proceeding has commenced and is continuing), until the Discharge of ABL Obligations, all funds deposited into a Deposit Account subject to any account control agreement with the ABL Agent (other than the Noteholder Priority Collateral Proceeds Account) constituting ABL Priority Collateral and then applied to repayment of ABL Obligations will be treated as and deemed to have been ABL Priority Collateral. Prior to the earlier to occur of (i) written notice of an enforcement action by an Agent delivered to the other Agent or (ii) commencement of a Bankruptcy Proceeding, except for the Noteholder Priority Collateral Proceeds Account, the ABL Secured Parties may treat all cash, cash equivalents, money, collections and payments deposited in or credited to any other Grantor's deposit account, collection account or other bank account or otherwise received by any ABL Secured Parties as ABL Priority Collateral, and no such amounts deposited in or credited to any such accounts (other than the Noteholder Priority Collateral Proceeds Account) or received by any ABL Secured Parties or applied to

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the ABL Obligations shall be subject to disgorgement or deemed to be held in trust for the benefit of the Noteholder Secured Parties; provided, that this consent shall not inure to the benefit of any of the Grantors or be deemed a waiver of or modification of any provision of the First-Lien Documents or any default or event of default that may result from any Grantor’s failure to comply with such requirements.

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Section 3.    Enforcement.

(a)    Exercise of Remedies.

(i)    So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Bankruptcy Proceeding has been commenced by or against the Company or any other Grantor, neither the Second-Lien Agent nor any Second-Lien Secured Party shall:

(A)    exercise or seek to exercise any rights or remedies (including set-off) with respect to any First-Lien Collateral of the First Lien Secured Parties in respect of any applicable Second-Lien Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure);

(B)    contest, protest or object to any foreclosure proceeding or action brought with respect to the First-Lien Collateral by the First-Lien Agent or any First-Lien Secured Party in respect of the First-Lien Obligations, the exercise of any right by the First-Lien Agent or any First-Lien Secured Party (or any agent or sub-agent on their behalf) in respect of the First-Lien Obligations under any lockbox agreement, control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Second-Lien Agent or any Second-Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies as a secured party relating to the First-Lien Collateral under the First-Lien Documents or otherwise, in respect of First-Lien Obligations; or

(C)    object to the forbearance by the First-Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the First-Lien Collateral in respect of First-Lien Obligations;

provided, however, that if an Event of Default (as defined in the Second-Lien Documents (as in effect on the date hereof)) has occurred and for so long as such Event of Default is continuing, subject at all times to the provisions of Sections 2(a) and 4, after the expiration of a 180-day period (the "Standstill Period") which shall commence on the date of receipt by the First-Lien Agent of the written declaration of the Second-Lien Agent of such Event of Default and written demand by the Second-Lien Agent to the Company for the accelerated payment of all Second-Lien Obligations (unless any Grantor is subject to a Bankruptcy Proceeding by reason of which such declaration and the making of such demand is stayed, in which case, commencing on the date of the commencement of such Bankruptcy Proceeding), the Second-Lien Agent may take action to enforce its second-priority Liens on the First-Lien Collateral of the First Lien Secured Parties upon 30 days' prior written notice to the First-Lien Agent (which notice may be given prior to the completion of such 180-day period, but not prior to the 150th day of such period), but only so long as the First-Lien Agent has not commenced or is not diligently pursuing in good faith the exercise of its enforcement rights or remedies against all or any material portion of its First-Lien Collateral (including, without limitation, commencement of any reasonable action to foreclose its Liens on such First-Lien Collateral, any reasonable action to take possession of such First-Lien Collateral or commencement of any reasonable legal proceedings or actions against or with respect to such First-Lien Collateral) and the First-Lien Agent is not enjoined or stayed from taking any such lien enforcement action against a material portion of the First-Lien Collateral.

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(ii)    Except as expressly provided in the proviso in Section 3(a)(i), so long as the Discharge of First-Lien Obligations has not occurred and whether or not any Bankruptcy Proceeding has been commenced by or against the Company or any other Grantor, the First-Lien Agent and the First-Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to its First-Lien Collateral without any consultation with or the consent of any Second-Lien Agent or any Second-Lien Secured Party; provided however, that the Second-Lien Agent may take any action (not adverse to the prior Liens on the First-Lien Collateral securing the First-Lien Obligations, or the rights of the First-Lien Agent or the First-Lien Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the First-Lien Collateral. In exercising rights and remedies with respect to the First-Lien Collateral, the First-Lien Agent and the First-Lien Secured Parties may enforce the provisions of the First-Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of First-Lien Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Law of any applicable jurisdiction.

(iii)    Except as expressly provided in the proviso in Section 3(a)(i), so long as the Discharge of First-Lien Obligations has not occurred, the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that it will not, in the context of its role as secured creditor, take or receive any First-Lien Collateral or any proceeds of First-Lien Collateral in connection with the exercise of any right or remedy (including set-oft) with respect to any First-Lien Collateral in respect of the applicable Second-Lien Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, except as expressly provided in the provisos in Sections 3(a)(i) and (ii), the sole right of the Second-Lien Agent and the Second-Lien Secured Parties with respect to the First-Lien Collateral shall be to hold a Lien on the First-Lien Collateral in respect of the applicable Second-Lien Obligations pursuant to the Second-Lien Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First-Lien Obligations has occurred. For the avoidance of doubt, this Section 3(a)(iii) shall not affect the right of any Second-Lien Secured Party to receive proceeds of First-Lien Collateral in accordance with Section 5(d).

(iv)    Except as expressly provided in the proviso in Section 3(a)(i), (A) the Second-Lien Agent, for itself and on behalf of each applicable Second-Lien Secured Party, agrees that no Second-Lien Agent or any Second-Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the First-Lien Agent or the First-Lien Secured Parties with respect to the First-Lien Collateral under the First-Lien Documents, including any sale, lease, exchange, transfer or other disposition of the First-Lien Collateral, whether by foreclosure or otherwise, and (B) the Second-Lien Agent, for itself and on behalf of each applicable Second-Lien Secured Party, hereby waives any and all rights it or any Second-Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the First-Lien Agent or the First-Lien Secured Parties seek to enforce their Liens on any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Agent or First-Lien Secured Parties is adverse to the interests of the Second-Lien Secured Parties.

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(v)    The Second-Lien Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second-Lien Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Agent or the First-Lien Secured Parties with respect to the First-Lien Collateral as set forth in this Agreement and the First-Lien Documents.

(b)    Cooperation. Subject to the proviso in Section 3(a)(i), the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that, unless and until the Discharge of First-Lien Obligations has occurred, it will not commence, or join with any Person (other than the First-Lien Secured Parties and the First-Lien Agent upon the request thereof) in commencing or pursuing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the First-Lien Collateral under any of the applicable Second-Lien Documents.

(c)    Access to Collateral and Information.

(i)    Notwithstanding anything in this Section 3 to the contrary, as between the ABL Agent and the Noteholder Collateral Agent, the ABL Agent may enter upon any real property of a Grantor, whether leased or owned, and without obligation to pay rent or compensation to the Noteholder Collateral Agent, Noteholder Secured Parties or Grantors and may use any of the Noteholder Priority Collateral to complete the manufacture of and/or process Inventory, collect Accounts, refurbish and otherwise prepare for sale any Equipment and remove, sell or otherwise dispose of any of the ABL Priority Collateral until the later of (x) such time as the Noteholder Collateral Agent disposes of such Noteholder Priority Collateral and (y) the date that is 180 days after the date of receipt by the ABL Agent of a notice from the Noteholder Collateral Agent of its intent to commence the exercise of remedies of repossession or foreclosure with respect to such Noteholder Priority Collateral, provided that any such use of Noteholder Priority Collateral shall be in accordance with applicable law and customary industry practices with respect to the use and maintenance thereof, and, if requested by the Noteholder Collateral Agent, the ABL Agent shall provide the Noteholder Collateral Agent with evidence of the liability insurance of the ABL Agent. The ABL Agent shall reimburse the Noteholder Collateral Agent for all physical damage to any Noteholder Priority Collateral in connection with or as a direct result of the actions of the ABL Agent (or its representatives) in exercising its access and use rights as provided in this Section 3(c) with respect to the removal of the Designated Tangible ABL Priority Property located on Noteholder Priority Collateral consisting of real property owned by a Grantor (but not any diminution in value of the Noteholder Priority Collateral resulting from the ABL Agent so dealing with such Designated Tangible ABL Priority Property). Any amounts paid by ABL Agent pursuant to this paragraph shall constitute ABL Obligations. In the event that the Agents are unable to exercise their rights as secured creditors as a result of any stay in any bankruptcy, insolvency or similar proceeding or of any temporary restraining order or preliminary injunction with respect to any Grantor or the Agents, such 180-day period shall be extended by the number of days that the Agents or their designees' access to the Collateral has been prevented; provided, however, that (A) in the event the ABL Agent, but not the Noteholder Collateral Agent, is so prevented from exercising such remedies, such 180-day period shall be extended by a number of days equal to the lesser of (x) the number of days such stay, order or injunction is in effect and (y) 270 days and (B) the Grantors shall cooperate with the ABL Agent prior to the expiration of such period to relocate any ABL Priority Collateral to a location reasonably satisfactory to the ABL Agent.

(ii)    In the event that either Agent shall, in the exercise of its rights under the ABL Security Documents or the Noteholder Security Documents, as the case may be, or otherwise, receive and retain possession or control of any books and Records of any Grantor

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which contain information identifying or pertaining to the First-Lien Collateral of the other Class, such Agent shall, upon request from the Agent for the other Class and as promptly as practicable thereafter, either make available to the other Agent such books and Records for inspection and duplication or provide to the other Agent copies thereof.

(d)    License for Noteholder Priority Collateral. Notwithstanding anything in this Section 3 to the contrary, the Noteholder Collateral Agent, for itself and each of the Noteholder Secured Parties, hereby grants in favor of the ABL Agent, for itself and on behalf of the ABL Secured Parties, a nonexclusive right to use, license and/or sublicense any now existing or hereafter acquired Noteholder Priority Collateral consisting of intellectual property, including copyrights, trademarks and trade names, for the purpose of enabling the ABL Agent and the ABL Secured Parties to assemble, prepare for sale, advertise, market and dispose of any and all ABL Priority Collateral, wherever such ABL Priority Collateral may be located, including all such license and right access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The license and right herein shall continue in full force and effect as a burden on the Noteholder Priority Collateral until all ABL Priority Collateral has been sold, transferred or otherwise disposed of notwithstanding (i) any exercise of remedies by the Noteholder Collateral Agent or any Noteholder Secured Parties with respect to any Noteholder Priority Collateral or (ii) any voluntary or involuntary transfer or assignment of any of such Noteholder Priority Collateral consisting of intellectual property or any rights therein (whether by any Grantor, by any Noteholder Secured Party or otherwise). This license right shall inure to the benefit of the ABL Agent and the ABL Secured Parties and their successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such license right is granted free of charge, without requirement that any monetary payment whatsoever including, without limitation, any royalty or license fee, be made to the applicable Noteholder Collateral Agent or any Noteholder Secured Parties or any other Person by the ABL Agent or any ABL Secured Party or any other Person. The Noteholder Collateral Agent, for itself and each of the Noteholder Secured Parties, agrees not to interfere, hinder, restrict or delay the exercise by the ABL Agent or the ABL Secured Parties of any such license and right granted herein and agrees to execute such documentation and complete such other acts as may be required by the ABL Agent or the ABL Secured Parties in connection with the exercise of such license and right, including preservation of such license and right against any Person (including any voluntary or involuntary transferee of such Noteholder Priority Collateral consisting of intellectual property). The rights and remedies of the ABL Agent and the ABL Secured Parties in this Section 3(d) are in addition to and not in limitation of the rights and remedies under the ABL Documents or applicable law. The provisions of this Section 3(d) are agreed to solely as among the Agents and Secured Parties and shall not be deemed to expand or otherwise modify any rights granted by any Grantor to the Agents or Secured Parties under any of the Finance Documents.

(e)    Third Party Agreement Regarding Control Agreement Collateral. Notwithstanding anything herein to the contrary, in no event shall the Noteholder Collateral Agent or any Noteholder Secured Party take an action to trigger control of any ABL Priority Collateral that consists of a Deposit Account and is otherwise subject to any "control agreement" to which the ABL Agent is a party (other than the Noteholder Priority Collateral Proceeds Account).

(f)    Permitted Actions. For the avoidance of doubt, none of the following shall constitute an exercise of rights or remedies by an Agent or Secured Party in violation of this Section 3: (i) making demand for payment or accelerating the maturity of the relevant Class of Obligations; (ii) the receipt by ABL Agent and application to the ABL Obligations of collections of Accounts or proceeds of other ABL Priority Collateral received from account debtors or through any lockbox or other cash management arrangement (other than from any Deposit Account Collateral that is Noteholder Priority Collateral), whether or not any event of default under the ABL Credit Agreement exists at the time of receipt or application; (iii) the implementation of reserves under the ABL Credit Agreement; (iv) the reduction of advance rates under the ABL Credit Agreement; (v) the cessation (whether temporary or permanent) of lending under the ABL Credit

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Agreement due to the existence of an Overadvance (as defined in the ABL Credit Agreement), the existence of an event of default under the ABL Credit Agreement or the failure to satisfy conditions precedent; (vi) the exercise by an ABL Secured Party of the right of offset with respect to ABL Bank Product Obligations; or (vii) the filing by any Secured Party of a proof of claim in any Bankruptcy Proceeding.

(g)    Sale of Designated Tangible ABL Priority Collateral attached to Noteholder Priority Collateral. Following the date that is 180 days after the date of receipt by the ABL Agent of a notice from the Noteholder Collateral Agent of its intent to commence the exercise of remedies of repossession or foreclosure with respect to such Noteholder Priority Collateral, in the event that any Designated Tangible ABL Priority Property remains located on any parcel of real property owned by any Grantor, Noteholder Collateral Agent may send a written notice to ABL Agent that Noteholder Collateral Agent intends to commence a sale of such Noteholder Priority Collateral and that, unless ABL Agent shall remove such Designated Tangible ABL Priority Property within 30 days following ABL Agent's receipt of such written notice (which removal by ABL Agent would be subject to the reimbursment for physical damages provision of Section 3(c) above), Noteholder Collateral Agent shall be permitted to sell such Noteholder Priority Collateral and to include any such Designated Tangible ABL Priority Property that remains on or attached to such Noteholder Priority Collateral following the expiration of such thirty 30-day period. Following the expiration of such 30-day period, (i) ABL Agent shall not be permitted to remove any of such Designated Tangible ABL Priority Property that remains on such Noteholder Priority Collateral during the period from the expiration of such 30-day period through the date that is 120 days thereafter (such period, the "Designated Tangible ABL Priority Property Non-Removal Period"), and (ii) Noteholder Collateral Agent may sell or cause the sale of such Noteholder Priority Collateral with such Designated Tangible ABL Priority Property being attached to such real property and transferred to the buyer upon the consummation of such sale. In the event that Proceeds of such sale, transfer or other disposition of such Noteholder Priority Collateral together with such Designated Tangible ABL Priority Property are received by any Secured Party, an amount of such Proceeds equal to the net orderly liquidation value (based on the most recent appraisal thereof obtained by ABL Agent) of such Designated Tangible ABL Priority Property shall be deemed to constitute Proceeds of ABL Priority Collateral and shall be paid over to ABL Agent for application to the ABL Obligations. Following the expiration of the Designated Tangible ABL Priority Property Non-Removal Period, ABL Agent shall cease to be restricted from removing the applicable Designated Tangible ABL Priority Property from the applicable Noteholder Priority Collateral; provided that to the extent that ABL Agent does not thereafter remove such Designated Tangible ABL Priority Property from such Noteholder Priority Collateral, Noteholder Collateral Agent may continue to cause the sale of such Designated Tangible ABL Priority Property together with the sale of such Noteholder Priority Collateral as set forth in clause (ii) in the preceding sentence (with the application of the Proceeds described in such clause (ii) to continue to apply in respect of any such sale following the expiration of the Designated Tangible ABL Priority Property Non-Removal Period).

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Section 4.    Payments.

(a)    Application of Proceeds of Collateral. Each Secured Party hereby agrees that all Collateral, and all proceeds thereof, received by any Secured Party in connection with any exercise of remedies as a secured creditor in respect of Collateral, or pursuant to a sale, transfer or other disposition pursuant to Section 5(a)(i) below, shall be applied:

(i)    If ABL Priority Collateral:

first, to the payment of costs and expenses of the ABL Agent in connection with its exercise of remedies as a secured creditor;

second, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations has occurred;

third, to the payment of the Noteholder Obligations in accordance with the Noteholder Documents until the Discharge of Noteholder Obligations has occurred; and

fourth, the balance, if any, to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.

(ii)    If Noteholder Priority Collateral:

first, to the payment of costs and expenses of the Noteholder Collateral Agent in connection with its exercise of remedies as a secured creditor;

second, to the payment of the Noteholder Obligations in accordance with the Noteholder Documents until the Discharge of Noteholder Obligations has occurred;

third, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations has occurred; and

fourth, the balance, if any, to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.

(b)    Payments Over. Any First-Lien Collateral or proceeds thereof received by the Second-Lien Agent or any Second-Lien Secured Party in connection with the exercise of any right or remedy (including set-off) relating to any First-Lien Collateral in contravention of this Agreement (including by set-off), in each case prior to the Discharge of First-Lien Obligations, shall be segregated and held in trust for the benefit of, and forthwith paid over to, the First-Lien Agent (and/or its designees) for the benefit of the applicable First-Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First-Lien Agent is hereby authorized to make any such endorsements as agent for the Second-Lien Agent or any such Second-Lien Secured Party. This authorization is coupled with an interest and is irrevocable.

(c)    [reserved]

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(d)    Allocation of Certain Proceeds. In the event that Proceeds of Collateral are received by any Secured Party in connection with a sale, transfer or other disposition of Collateral that directly or indirectly involves some or all of the ABL Priority Collateral and some or all of the Noteholder Priority Collateral, the Agents shall use commercially reasonable efforts in good faith to allocate the Proceeds received in connection with such sale, transfer or disposition of such Collateral to the ABL Priority Collateral and the Noteholder Priority Collateral. If the Agents are unable to agree on such allocation within ten (10) days (or such other period of time as the Agents shall agree) of such sale, transfer or disposition, the portion of such Proceeds that shall be allocated as ABL Priority Proceeds constituting Accounts, Payment Intangibles, Inventory and Equipment shall be an amount not less than the book value of such Collateral (except in the case of Equipment which will be based upon the net orderly liquidation value (based on the most recent appraisal thereof obtained by ABL Agent) at time of disposition and in the case of Inventory the allocation will not be less than cost).

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Section 5.    Other Agreements.

(a)    Releases. If at any time any Grantor, the First-Lien Agent or any First-Lien Secured Party, as applicable, delivers notice to the Second-Lien Agent that any specified First-Lien Collateral (including, for such purpose, in the case of the sale of all or substantially all of the equity interests in any Subsidiary of such Grantor, any First-Lien Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of:

(iii)    by private or public sale of all or any portion of the First-Lien Collateral (x) in connection with any exercise of remedies as a secured creditor by the First Lien Agent or (y) after the occurrence and during the continuation of an event of default under the First Lien Documents, with the consent of the First-Lien Agent; provided that the net cash proceeds of any such sale, if any, are applied in accordance with this Agreement;

(iv)    by the owner of such First-Lien Collateral in a transaction permitted under the ABL Credit Agreement, the Indenture and each other Finance Document, then (whether or not any Bankruptcy Proceeding is pending at the time) the Liens in favor of the Second-Lien Secured Parties on such First-Lien Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such First-Lien Collateral securing First-Lien Obligations are released and discharged. Upon delivery to the Second-Lien Agent of a notice from the First-Lien Agent stating that any release of Liens on the First-Lien Collateral securing or supporting the First-Lien Obligations has become effective (or shall become effective upon the Second-Lien Agent's release, if applicable) pursuant to the preceding sentence, the Second-Lien Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. The Second-Lien Agent, for itself and the Second-Lien Secured Parties, hereby irrevocably appoints the First-Lien Agent and any officer or agent of the First-Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second-Lien Agent and the Second-Lien Secured Parties, for the purpose of acting under this Section 5(a), to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5(a), including any termination statements, endorsements, or other instruments of Lien transfer or Lien release.

(b)    Insurance. Unless and until the Discharge of First-Lien Obligations has occurred, the First-Lien Agent and the First-Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First-Lien Documents, to adjust settlement for any insurance policy covering the First-Lien Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the First-Lien Collateral. Unless and until the Discharge of First-Lien Obligations has occurred, all proceeds of any such policy and any such award if in respect of the First-Lien Collateral shall be paid (i) first, prior to the occurrence of the Discharge of First-Lien Obligations, to the First-Lien Agent for the benefit of First-Lien Secured Parties pursuant to the terms of the First-Lien Documents, and (ii) second, after the occurrence of the Discharge of First-Lien Obligations, to the Second-Lien Agent for the benefit of the Second-Lien Secured Parties pursuant to the terms of the applicable Second-Lien Documents. If the Second-Lien Agent or any Second-Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the First-Lien Agent in accordance with the terms of Section 4(b).

(c)    Amendments to Finance Documents.

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(i)    So long as a Class Discharge has not occurred and except as otherwise expressly provided herein, without the prior written consent of (A) in the case of the ABL Documents, the Noteholder Collateral Agent and (B) in the case of the Noteholder Documents, the ABL Agent, no Finance Document (other than this Agreement) may be amended, supplemented, modified or Refinanced in any manner that would contravene this Agreement or would contravene, or result in a breach or default under, this Agreement.

(ii)    So long as the Discharge of ABL Obligations has not occurred, the Noteholder Collateral Agent agrees that each applicable Noteholder Security Document shall include the following language (or language to similar effect approved in writing by the ABL Agent):

"Notwithstanding anything herein to the. contrary, (i) the liens and security interests granted to the Noteholder Collateral Agent pursuant to this Agreement and (ii) the exercise of any right or remedy by the Noteholder Collateral Agent, hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Collateral, are subject to the provisions of the Intercreditor Agreement dated as of February 5, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Chiquita Brands International, Inc. (the "Company"), the subsidiaries of the Company party thereto, Wells Fargo Bank, National Association, as Noteholder Collateral Agent, and Wells Fargo Bank, National Association, as ABL Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern".

(iii)    So long as the Discharge of Noteholder Obligations has not occurred, the ABL Agent agrees that each applicable ABL Security Document shall include the following language (or language to similar effect approved in writing by the Noteholder Collateral Agent):

"Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the ABL Agent pursuant to this Agreement and (ii) the exercise of any right or remedy by the ABL Agent hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Collateral, are subject to the provisions of the Intercreditor Agreement dated as of February 5, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Chiquita Brands International, Inc. (the "Company"), the subsidiaries of the Company party thereto, Wells Fargo Bank, National Association, as Noteholder Collateral Agent, and Wells Fargo Bank, National Association, as ABL Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern".

(d)    Rights As Unsecured Creditors. Except to the extent in contravention of the express terms of Sections 2(a), 2(b), 3(a)(i)(B), 3(a)(i)(C), 3(c) and 3(d) of this Agreement, any Secured Party may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary of the Company that has guaranteed the relevant Secured Obligations in accordance with the terms of the applicable Finance Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by any Secured Party of required payments in respect of interest, principal and other obligations under the Financing Documents unless such payment is made (i) with an application of proceeds that violates the waterfall for application of proceeds set forth in Section 4(a) hereof or (ii) in violation of Section 4(c) hereof. In the event the Second-Lien Agent or any Second-Lien Secured Party becomes a judgment lien creditor or other secured creditor

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in respect of First-Lien Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second-Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the First-Lien Agent or the First-Lien Secured Parties may have with respect to the First-Lien Collateral.

(e)    First-Lien Agent as Bailee for Perfection.

(i)    The First-Lien Agent agrees to hold the Pledged Collateral that is part of the First-Lien Collateral in its possession (or in the possession of its agents or bailees) as bailee for the Second-Lien Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Second-Lien Security Documents, subject to the terms and conditions of this Section 5(e).

(ii)    Except as otherwise specifically provided herein (including Sections 3(a) and 4(a)), until the Discharge of First-Lien Obligations has occurred, the First-Lien Agent shall be entitled to deal with the Pledged Collateral that is part of the First-Lien Collateral in accordance with the terms of the First-Lien Documents as if the Liens under the Second-Lien Security Documents did not exist. The rights of the Second-Lien Agent and the Second-Lien Secured Parties with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement.

(iii)    The First-Lien Agent shall have no obligation whatsoever to the Second-Lien Agent or any Second-Lien Secured Party to assure that the Pledged Collateral that is part of the First-Lien Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to such Collateral except as expressly set forth in this Section 5(e). The duties or responsibilities of the First-Lien Agent under this Section 5(e) shall be limited solely to holding Pledged Collateral as bailee for the Second-Lien Agent for purposes of perfecting the Lien held by the Second-Lien Secured Parties.

(iv)    The First-Lien Agent shall not have, by reason of the Second-Lien Security Documents or this Agreement or any other document, a fiduciary relationship in respect of the Second-Lien Agent or any Second-Lien Secured Party and the Second-Lien Agent and the Second-Lien Secured Parties hereby waive and release the First-Lien Agent from all claims and liabilities arising pursuant to the First-Lien Agent's role under this Section 5(e), as agent and bailee with respect to the Collateral.

(v)    Upon the Discharge of First-Lien Obligations, the First-Lien Agent shall deliver to the Second-Lien Agent, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) theretofore part of the First-Lien Collateral, together with any necessary endorsements, or take such action in respect thereof as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the First-Lien Agent for loss or damage suffered by the First-Lien Agent as a result of such transfer, except for loss or damage suffered by the First-Lien Agent as a result of its own willful misconduct or gross negligence. The First-Lien Agent shall have no obligation to follow instructions from any Second-Lien Agent in contravention of this Agreement.

(vi)    Neither the First-Lien Agent nor the First-Lien Secured Parties shall be required to marshal any present or future collateral security for the Company's or its Subsidiaries' obligations to the First-Lien Agent or the First-Lien Secured Parties under the

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applicable Finance Documents or any assurance of payment in respect thereof or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising. Until the Discharge of First-Lien Obligations, Second Lien Agent will not assert any appraisal, valuation or other similar right with respect to the First-Lien Collateral that may otherwise be available to a junior secured creditor.

(f)    When Class Discharge Deemed Not to Have Occurred. Upon a Refinancing of any Finance Documents, no Class Discharge shall be deemed to occur, and the Obligations under such Refinancing of such Finance Documents shall automatically be treated as Secured Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein (with any Obligations wider such new Finance Documents secured by First-Lien Collateral being treated as First-Lien Obligations for all purposes hereunder); provided that (i) such Refinancing is permitted pursuant to Section 5(c) hereof and (ii) the new Agent thereunder shall agree in a writing addressed to the Agent for the other Class and the Secured Parties of such Class, to be bound by the terms of this Agreement (which writing shall be in form and substance reasonably satisfactory to such Agent for the other Class). If the new Secured Obligations under such new Finance Documents are secured by assets of the Grantors (other than any "Excluded Property") as defined in the ABL Credit Agreement) that do not also secure the Secured Obligations of the other Class, then the Secured Obligations of the other Class shall be secured at such time by a Lien on such assets to the same extent provided in the applicable Finance Documents for such Class and this Agreement (including the priorities and rights in respect of Collateral set forth herein).

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Section 6.    Bankruptcy Proceedings.

(a)    Financing Issues. If the Company or any other Grantor shall be subject to any Bankruptcy Proceeding and either First-Lien Agent shall desire to permit the use of its First-Lien Collateral consisting of cash collateral or to permit the Company or any other Grantor to obtain financing secured by a lien on its respective First-Lien Collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law ("DIP Financing"), then the applicable Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that it will raise no objection to, will not support any objection to, will not otherwise contest and, solely with respect to its agreement not to seek adequate protection (except as permitted herein), as provided in clause (i) below, will be deemed to have consented to, (i) such use of such First-Lien Agent's cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent expressly permitted herein) and such Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, will subordinate its Liens in such First-Lien Agent's First-Lien Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens on such First-Lien Collateral securing its Second-Lien Obligations are so subordinated to Liens securing the First-Lien Obligations owed to the applicable First-Lien Secured Parties under this Agreement (provided, however, that it shall be a condition to the subordination of Noteholder Collateral Agent's Liens with respect to the Designated Tangible ABL Priority Property in respect of such DIP Financing that the holder of Liens in such Designated Tangible ABL Priority Property in connection with such DIP Financing shall (x) have acknowledged and agreed to the provisions of Section 3(g) of this Agreement with respect to such Designated Tangible ABL Priority Property and (y) be specifically including the value of such Designated Tangible ABL Priority Property in its determination of the amount of DIP financing that it will provide), (ii) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of any First-Lien Obligations made by the applicable First-Lien Agent or any other applicable First-Lien Secured Party, solely with respect to the First-Lien Collateral of such First-Lien Agent or such First-Lien Secured Party, (iii) any lawful exercise by any First-Lien Secured Party of the right to credit bid its First-Lien Obligations at any sale of its First-Lien Collateral, (iv) any other request for judicial relief made in any court by any holder of First-Lien Obligations relating to the lawful enforcement of any Lien on its First-Lien Collateral or (v) any order relating to a sale of assets of any Grantor consisting solely of First-Lien Collateral to which the applicable First-Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the respective First-Lien Obligations and the Second-Lien Obligations will attach to the proceeds of such sale on the same basis of priority as the Liens securing the related First-Lien Collateral rank to the Liens in the Collateral securing the Second-Lien Obligations in accordance with this Agreement; provided, further that, (I) the applicable Second-Lien Agent and the other Second-Lien Secured Parties shall retain their Liens on the Collateral and, with respect to their own First-Lien Collateral, with the same priority as existed prior to the commencement of the applicable Bankruptcy Proceeding, (II) to the extent that the applicable First-Lien Agent is granted adequate protection in the form of a Lien, the applicable Second-Lien Agent shall be permitted to seek a Lien (without objection from such First-Lien Agent or any First-Lien Secured Party) on Collateral arising after the commencement of the Bankruptcy Proceeding (so long as, with respect to such First-Lien Collateral, such Lien is junior to the Liens securing such DIP Financing and any other Liens in favor of the First-Lien Agent on such Collateral), (III) the terms of any cash collateral use or the DIP Financing shall require that any Lien on any Second-Lien Collateral used to secure such DIP Financing shall be subordinate to the Lien of the Second-Lien Agent in such Second-Lien Collateral securing the Second-Lien Obligations with respect such Second-Lien Collateral, and (IV) any such cash collateral use or DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all, substantially all or any material portion of the material terms are set forth in the cash collateral order or DIP Financing documentation (other than payment in full of such DIP Financing upon the effective date of confirmation of such plan by a date certain); and provided further, however,that if any of the conditions set

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forth in the foregoing proviso are not satisfied, Second-Lien Agent may object to such proposed use of cash collateral or DIP Financing based solely upon the conditions not satisfied.

(b)    Relief from the Automatic Stay. Until the Discharge of First-Lien Obligations has occurred, the applicable Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that none of them shall seek relief from the automatic stay or any other stay in any Bankruptcy Proceeding in respect of the applicable First-Lien Collateral without the prior written consent of the First-Lien Agent, provided that the applicable Second-Lien Agent may seek relief from the automatic stay or any other stay in any Bankruptcy Proceeding in respect of the applicable First-Lien Collateral if and to the extent that the applicable First-Lien Agent has obtained relief from or modification of such stay in respect of the such First-Lien Collateral.

(c)    Adequate Protection. The applicable Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that none of them shall contest (or support any other Person contesting) (i) any request by the applicable First-Lien Agent or the applicable First-Lien Secured Parties for adequate protection in respect of the First-Lien Collateral, except that the Noteholder Collateral Agent or any Noteholder Secured Party may object to the extent that any such adequate protection would constitute a payment from any Noteholder Priority Collateral and the ABL Agent or any ABL Secured Party may object to the extent any such adequate protection would constitute a payment from any ABL Priority Collateral or (ii) any objection made by the applicable First-Lien Agent or the applicable First-Lien Secured Parties to any motion, relief, action or proceeding based on such First-Lien Agent's or such First-Lien Secured Parties' claiming a lack of adequate protection in respect of its First-Lien Collateral. The applicable First-Lien Agent may seek or request adequate protection of its interest in its First-Lien Collateral, as it deems appropriate, in the form of a replacement Lien on additional collateral, which Lien, if granted, will be senior to the Liens securing the applicable Second-Lien Obligations, including any Liens permitted under this Section 6(c) to the extent such additional collateral would have constituted First-Lien Collateral for such First-Lien Agent for the applicable First-Lien Obligations but for the occurrence of the Bankruptcy Proceeding. Notwithstanding the foregoing, in any Bankruptcy Proceeding, (A) the applicable Second-Lien Agent, on behalf of itself and any applicable Second-Lien Secured Party, may seek or request adequate protection with respect to its junior interest in the applicable First-Lien Collateral in form of a replacement Lien on additional collateral, provided that any such Lien on such collateral shall be subordinated to the Liens securing the applicable First-Lien Obligations and any DIP Financing secured by such First-Lien Collateral permitted under Section 6(a) (and all Obligations relating thereto) on the same basis as the other Liens securing such Second-Lien Obligations are so subordinated to the Liens securing First-Lien Obligations under this Agreement to the extent such additional collateral would have constituted Second-Lien Collateral for the applicable Second-Lien Obligations but for the occurrence of the Bankruptcy Proceeding and (B) in the event that such Second-Lien Agent, on behalf of itself or any applicable Second-Lien Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Lien Agent, on behalf of itself or each such Second-Lien Secured Party, agrees that the applicable First-Lien Agent shall also be granted a senior Lien on such additional collateral as security for the applicable First-Lien Obligations to the extent such additional collateral would have constituted First-Lien Collateral for the applicable First-Lien Obligations but for the occurrence of the Bankruptcy Proceeding and any such DIP Financing, and that any Lien on such additional collateral securing such Second-Lien Obligations shall be subordinated to the Liens on such collateral securing such First-Lien Obligations, if applicable, and any DIP Financing permitted by the applicable First-Lien Agent and permitted by Section 6(a) above (and all Obligations relating thereto) and any other Liens granted to the First-Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Except as otherwise expressly set forth in Section 6(a) or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of the applicable Second-Lien Agent or the other applicable Second-Lien Secured Parties in seeking adequate protection with respect to their rights in the Collateral in any Bankruptcy Proceeding (including adequate protection in the form of a cash payment, periodic cash payments,

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cash payments of interest or otherwise); provided, however, that no Second-Lien Secured Parties may request or receive adequate protection payments from Proceeds of any applicable First-Lien Collateral; and provided further that nothing herein shall limit the rights of the applicable First-Lien Agent or the other applicable First-Lien Secured Parties to object to such adequate protection in the form of cash payments, periodic cash payments or cash payments of interest.

(d)    Preference and Avoidance Issues. If any Secured Party is required in any Bankruptcy Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a "Recovery"), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then as among the parties hereto the related Secured Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred. If this Agreement has been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. For clarity, no Secured Party which has received any payments prior to the reinstatement of another Secured Party’s Secured Obligations shall be obligated to pay over or disgorge such payments to the Secured Party whose Secured Obligations has been reinstated, unless such Secured Party is itself required in any Bankruptcy Proceeding to turn over or pay amounts in respect of its Secured Obligations to the estate or unless such Secured Party otherwise received any amounts in contravention of this Agreement.

(e)    Application. This Agreement shall be applicable prior to and after the commencement of any Bankruptcy Proceeding. All references herein to any Grantor shall apply to any trustee for such Person and such Person as debtor in possession. The relative rights as to the Collateral and other collateral and proceeds thereof shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Grantor.

(f)    Waivers. Until the Discharge of First-Lien Obligations has occurred, the applicable Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code (or similar Bankruptcy Law) senior to or on a parity with the Liens securing the First-Lien Obligations for costs or expenses of preserving or disposing of any First-Lien Collateral; provided, however, that the foregoing shall not restrict any Second-Lien Secured Party, in its capacity as a Person providing DIP Financing, from asserting or enforcing such claims under Section 506(c) or similar Bankruptcy Law.

(g)    Plan; Reorganization Securities. None of the Secured Parties may support any plan of reorganization in any Bankruptcy Proceeding which contravenes the provisions of this Agreement (unless consented to in writing by the applicable First-Lien Agent). If, in any Bankruptcy Proceeding, debt obligations of any reorganized Grantor secured by Lien upon any property of such reorganized Grantor are distributed pursuant to a plan of reorganization on account of First-Lien Obligations and Second-Lien Obligations, then, to the extent such debt obligations are secured by Liens upon Collateral, the provisions of this Agreement will survive the distribution of such debt obligations and will apply with like effect to the Liens securing such debt obligations.

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Section 7.    Reliance; Waivers; etc.

(a)    Reliance. All loans and other extensions of credit made or deemed made on and after the date hereof by the First-Lien Secured Parties to the Company or any Subsidiary of the Company shall be deemed to have been given and made in reliance upon this Agreement. The Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, acknowledges that it and the applicable Second-Lien Secured Parties have, independently and without reliance on the First-Lien Agent or any First-Lien Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each applicable Second-Lien Document, this Agreement and the transactions contemplated hereby and thereby and will continue to make their own credit decisions in taking or not taking any action under the applicable Second-Lien Document or this Agreement.

(b)    No Warranties or Liability. The Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, acknowledges and agrees that neither the First-Lien Agent nor any First-Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First-Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second-Lien Agent or any other Second-Lien Secured Party has in the First-Lien Collateral or otherwise, except as otherwise provided in this Agreement. Neither the First-Lien Agent nor any First-Lien Secured Party shall have any duty to any Second-Lien Agent or any Second-Lien Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof (including the Second-Lien Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the First-Lien Agent, the First-Lien Secured Parties, the Second-Lien Agent and the Second-Lien Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (i) the enforceability, validity, value or collectibility of any of the Second-Lien Obligations, the First-Lien Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (ii) the Grantors' title to or right to transfer any of the Collateral or (iii) any other matter except as expressly set forth in this Agreement.

(c)    Obligations Unconditional. All rights, interests, agreements and obligations of the First-Lien Agent and the First-Lien Secured Parties, and the Second-Lien Agent and the Second-Lien Secured Parties, respectively, hereunder shall remain in full force and effect irrespective of:

(vii)    any lack of validity or enforceability of any First-Lien Documents or any Second-Lien Documents;

(viii)    any change in the time, manner or place of payment of, or in any other terms of, all or any of the First-Lien Obligations or Second-Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First-Lien Document or of the terms of any Second-Lien Document;

(ix)    any exchange of any security interest in any Collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First-Lien Obligations or Second-Lien Obligations or any guarantee thereof;

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(x)    the commencement of any Bankruptcy Proceeding in respect of the Company or any other Grantor; or

(xi)    any other circumstances that otherwise might constitute a defense available to, or a discharge of, the Company or any other Grantor in respect of the First-Lien Obligations, or of any Second-Lien Agent or any Second-Lien Secured Party in respect of this Agreement.

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Section 8.    Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of any ABL Document or any Noteholder Document, the provisions of this Agreement shall govern.

Section 9.    Continuing Nature of This Agreement; Severability.

(a)    Subject to Section 6(d), this Agreement shall continue to be effective until a Class Discharge has occurred. This is a continuing agreement of lien subordination and the First-Lien Secured Parties may continue, at any time and without notice to the Second-Lien Agent or any Second-Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations in reliance hereon, subject to the limitations specified herein. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Bankruptcy Proceeding.

(b)    In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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Section 10.    Amendments; Waivers; Refinancings.

(a)    No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b)    Neither this Agreement nor any provision hereof may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by the ABL Agent (upon an affirmative vote of the Required ABL Lenders, to the extent required by the terms of the ABL Documents) and the Noteholder Collateral Agent (upon an affirmative vote of the Required Noteholders, to the extent required by the terms of the Noteholder Documents); provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of (x) any Grantor (which shall include any amendment that modifies the Company's ability to cause additional obligations, to constitute ABL Obligations or Noteholder Obligations) without the Company's prior written consent or (y) any Secured Party hereunder more adversely than it affects the comparable rights hereunder of other Secured Parties of the same Class, without the consent of such Secured Party.

(c)    Subject to the terms of this Agreement, the ABL Documents and Noteholder Documents may each be amended, supplemented or otherwise modified in accordance with their respective terms, all without affecting the Lien subordination or other provisions of this Agreement. The (i) ABL Obligations may be Refinanced without notice to, or the consent of the Noteholder Collateral Agent or the Noteholder Secured Parties and without affecting the Lien subordination or other provisions of this Agreement and (ii) the Noteholder Obligations may be Refinanced without notice to, or consent of, the ABL Agent or the ABL Secured Parties; provided, however, that, in each case, the lenders or holders of any such Refinancing debt that is purported to be secured by a Lien on any Collateral bind themselves in writing to the terms of this Agreement; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral, the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of ABL Obligations and Noteholder Obligations.

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Section 11.    Information Concerning Financial Condition of the Company and the Subsidiaries. The Secured Parties shall each be responsible for keeping themselves informed of (i) the financial condition of the Company and its Subsidiaries and all endorsers and/or guarantors of the Secured Obligations and (ii) all other circumstances bearing upon the risk of nonpayment of the Secured Obligations. The Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation (A) to make, and the Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (B) to provide any additional information or to provide any such information on any subsequent occasion, to undertake any investigation or (C) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain as confidential or is otherwise required to maintain as confidential. Notwithstanding the foregoing, the Secured Parties shall not be responsible for the financial condition or business affairs of the Company and its Subsidiaries.

Section 12.    Subrogation. The Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First-Lien Obligations has occurred.

Section 13.    Application of Payments. Except as otherwise provided herein, all payments received by the First-Lien Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the First-Lien Obligations as the First-Lien Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of the First-Lien Documents. Except as otherwise provided herein, the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, assents to any such extension or postponement of the time of payment of the First-Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the First-Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

Section 14.    Jurisdiction; Consent to Service of Process.

(a)    Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)    Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(c)    Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 15.    Notices. All notices to the ABL Secured Parties and the Noteholder Secured Parties permitted or required under this Agreement may be sent to the ABL Agent or the Noteholder Collateral Agent as provided in the relevant Finance Document. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, electronically mailed by PDF transmission or sent by courier service or US mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail by PDF transmission or upon receipt via U S mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party's name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all the other parties. The ABL Agent hereby agrees to promptly notify the Noteholder Collateral Agent upon the Discharge of ABL Obligations and any Recovery in respect of ABL Obligations. The Noteholder Collateral Agent hereby agrees to promptly notify the ABL Agent upon the Discharge of Noteholder Obligations and any Recovery in respect to Noteholder Obligations.

Section 16.    Further Assurances. Each of the ABL Agent, on behalf of itself and each applicable ABL Secured Party, and the Noteholder Collateral Agent, on behalf of itself and each Noteholder Secured Party, agrees that each of them shall take such further action and shall execute and deliver to the other Agent and the Secured Parties of the other Class such additional documents and instruments (in recordable form, if requested) as such Agent or such Secured Parties may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

Section 17.    Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

Section 18.    Binding on Successors and Assigns. This Agreement shall be binding upon the ABL Agent, the ABL Secured Parties, the Noteholder Collateral Agent and the Noteholder Secured Parties, the Company, the Subsidiaries of the Company party hereto and their respective successors and permitted assigns.

Section 19.    Specific Performance. The First-Lien Agent may demand specific performance of this Agreement. The Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any such action that may be brought by the First-Lien Agent.

Section 20.    Headings. Section, subsection and other headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

Section 21.    Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or electronic mail by PDF transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 22.    Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The ABL Agent represents and warrants that it is authorized under the ABL Credit Agreement

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to enter into this Agreement. The Noteholder Collateral Agent represents and warrants that it is authorized under the Indenture to enter into this Agreement.

Section 23.    No Third Party Beneficiaries; Successors and Assigns. This Agreement and the rights and benefits hereof shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of, and be binding upon, the holders of Secured Obligations. No other Person shall have or be entitled to assert rights or benefits hereunder.

Section 24.    Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be effective both before and after the commencement of any Bankruptcy Proceeding. All references to the Company or any other Grantor shall include the Company or any other Grantor as debtor and debtor in possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Bankruptcy Proceeding.

Section 25.    ABL Agent and Noteholder Collateral Agent. It is understood and agreed that (i) WFB is entering into this Agreement in its capacity as administrative agent under the ABL Credit Agreement and the provisions of Section 15 of the ABL Credit Agreement applicable to WFB as administrative agent thereunder shall also apply to WFB as ABL Agent hereunder, (ii) Wells Fargo Bank, National Associationis entering in this Agreement in its capacity as trustee under the Indenture and other Noteholder Documents, and the provisions of Article 9 of the Indenture applicable to the trustee thereunder shall also apply to Wells Fargo Bank, National Association as Noteholder Collateral Agent hereunder.

Section 26.    Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First-Lien Secured Parties, on the one hand, and the Second-Lien Secured Parties, on the other hand. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Sections 5(c)(ii), and (iii)), nothing in this Agreement is intended to or will amend, waive or otherwise modify the provisions of the ABL Credit Agreement, the Indenture or any other ABL Document or Noteholder Document or permit the Company or any Subsidiary of the Company to take any action, or fail to take any action, to the extent such action or failure would otherwise constitute a breach of, or default under, the ABL Credit Agreement, the Indenture or any other ABL Document or Noteholder Document.

Section 27.    Intercreditor Agreements. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First-Lien Secured Parties (as among themselves) and the Second-Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the First-Lien Agent or the Second-Lien Agent, respectively, governing the rights, benefits and privileges as among the First-Lien Secured Parties or the Second-Lien Secured Parties, as the case may be, in respect of the Collateral, this Agreement and the other First-Lien Security Documents or Second-Lien Security Documents, as the case may be, including as to application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Security Documents or Second-Lien Security Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Lien Security Document or Second-Lien Security Document, and the provisions of this Agreement and the other First-Lien Security Documents and Second-Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, including to give effect to any such intercreditor agreement (or similar arrangement)).

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Section 28.    Supplements. At the request of ABL Agent or Noteholder Collateral Agent, Company shall cause any Additional Grantor to execute a joinder hereto in form and substance satisfactory to each of the ABL Agent and the Noteholder Collateral Agent, at which time such Additional Grantor shall be a party to this Agreement and shall be bound by the provisions hereof to the same extent as the Company and each other Grantor are so bound. In the event an Additional Grantor fails to execute a joinder to become a party hereto, the assets of such Additional Grantor shall nevertheless constitute Collateral subject to this Agreement.

Section 29.    Certain Terms Concerning the Noteholder Collateral Agent. The Noteholder Collateral Agent is executing and delivering this Agreement solely in its capacity as such and pursuant to directions set forth in the Indenture and the Indenture Security Agreement; and in so doing, the Noteholder Collateral Agent shall not be responsible for the terms or sufficiency of this Agreement for any purpose. The Noteholder Collateral Agent shall have no duties or obligations under or pursuant to this Agreement other than such duties as may be expressly set forth in this Agreement as duties on its part to be performed or observed. In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, the Noteholder Collateral Agent shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Indenture and the Noteholder Security Documents.

[Remainder of page intentionally left blank]

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Noteholder Collateral Agent


By: /s/ Yana Kislenko    
Name: Yana Kislenko    
Title: Vice President

Address:

Wells Fargo Bank, National Association
150 East 42nd St., 40th Floor
New York, NY 10017
Attention: Corporate Trust Services administrator for Chiquita Brands International, Inc.
Facsimile: (917) 260-1593

WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent


By: /s/ Anwar S. Young    
Name: Anwar S. Young    
Title: Authorized Signatory

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Address:

Wells Fargo Bank, National Association, as ABL Agent
150 South Wacker Drive, Suite 2200
Chicago, Illinois 60606
Attention: Portfolio Manager - Chicago
Facsimile: (312) 332-0424

With a copy (which shall not constitute notice) to:


Goldberg Kohn, Ltd.
55 East Monroe, Suite 3300
Chicago, Illinois 60603
Attention: Randall Klein
Facsimile: (312) 332-2196

GRANTORS:

CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation


By: /s/ Joseph B. Johnson    
Name: Joseph B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer

CHIQUITA BRANDS L.L.C., a Delaware limited liability company


By: /s/ Joseph B. Johnson    
Name: Joseph B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer

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CHIQUITA FRESH NORTH AMERICA L.L.C., a Delaware limited liability company


By: /s/ Joseph B. Johnson    
Name: Joseph. B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

FRESH INTERNATIONAL CORP., a Delaware corporation


By: /s/ Joseph B. Johnson    
Name: Joseph B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

FRESH EXPRESS INCORPORATED, a Delaware corporation


By: /s/ Joseph B. Johnson    
Name: Joseph B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

B C SYSTEMS, INC., a Delaware corporation


By: /s/ Joseph B. Johnson    
Name: Joseph B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

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VERDELLI FARMS INC., a Pennsylvania corporation


By: /s/ Joseph B. Johnson    
Name: Joseph B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

CB CONTAINERS, INC., a Delaware corporation


By: /s/ Joseph B. Johnson    
Name: Joseph B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

V.F. TRANSPORTATION, LLC, a Pennsylvania limited liability company

By: VERDELLI FARMS INC., a Pennsylvania corporation, its sole Manager

By: /s/ Joseph B. Johnson    
Name: Joseph B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

TRANSFRESH CORPORATION, a Delaware corporation

By: /s/ Joseph B. Johnson    
Name: Joseph B. Johnson
Title: Vice President, Controller, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

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Address for each Grantor:




Attention:
Facsimile:

With a copy (which shall not constitute notice) to:





Attention:
Facsimile:

EXHIBIT A
to Intercreditor Agreement

[FORM OF]
LIEN SHARING AND PRIORITY CONFIRMATION JOINDER

Reference is made to the Intercreditor Agreement, dated as of February 5, 2013 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Intercreditor Agreement”) among Chiquita Brands International, Inc. and the other Grantors from time to time party thereto, Wells Fargo Bank, National Association, as the ABL Agent (as defined therein) and Wells Fargo Bank, National Association, as Noteholder Collateral Agent (as defined therein).

Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Intercreditor Agreement. This Lien Sharing and Priority Confirmation Joinder is being executed and delivered pursuant to terms of the Intercreditor Agreement as a condition precedent to the debt for which the undersigned is acting as representative being entitled to the rights and obligations of being additional secured debt under the Intercreditor Agreement.

Joinder. The undersigned, [_________________], a [_______________], (the “New Representative”) as [trustee] [collateral trustee] [administrative agent] [collateral agent] [hedge provider] under that certain [describe applicable indenture, credit agreement, hedge agreement or other document governing the additional secured debt] (the “New Debt Facility”) hereby:

represents that the New Representative [is authorized to become a party to the Intercreditor Agreement] [has been authorized to become a party to the Intercreditor Agreement] as an Additional Noteholder Agent on behalf of Noteholder Secured Parties under an Additional Noteholder Facility for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof; and

agrees that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows:

[Address];

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Lien Sharing and Priority Confirmation.

The undersigned New Representative, on behalf of itself and each holder of Noteholder Obligations for which the undersigned is acting as Additional Noteholder Agent, hereby agrees, for the benefit of all Secured Parties, and as a condition to being treated as Noteholder Obligations under the Intercreditor Agreement, that:

all Noteholder Obligations will be and are secured equally and ratably by all Noteholder Collateral, and that all such Liens on such Noteholder Collateral will be enforceable by the Noteholder Collateral Agent respect to such Noteholder Obligations for the benefit of all holders of Noteholder Obligations equally and ratably;

and

the New Representative appoints the Noteholder Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Noteholder Collateral Agent of, and directs the Noteholder Collateral Agent to perform, its obligations under the Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.

The provisions of Section 14, 17, 22, and 24 of the Intercreditor Agreement will apply with like effect to this Lien Sharing and Priority Confirmation Joinder.

IN WITNESS WHEREOF, the parties hereto have caused this Lien Sharing and Priority Confirmation Joinder to be executed by their respective officers or representatives as of [___________________, 20____].

[insert name of New Representative]



By:
Name:
Title:

The Noteholder Collateral Agent hereby acknowledges receipt of this Lien Sharing and Priority Confirmation Joinder and agrees to act as Noteholder Collateral Agent for the New Representative and the holders of the Noteholder Obligations represented thereby:

Wells Fargo Bank, National Association,
as Noteholder Collateral Agent



By:
Name:
Title:

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EXHIBIT B
to Intercreditor Agreement

FORM OF
[ADDITIONAL GRANTOR JOINDER]

The undersigned, _____________________, a _______________, hereby agrees to become party as an Additional Grantor under the Intercreditor Agreement dated as of February 5, 2013 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Intercreditor Agreement”) among Chiquita Brands International, Inc. and the other Grantors from time to time party thereto, Wells Fargo Bank, National Association, as the ABL Agent (as defined therein) and Wells Fargo Bank, National Association, as Noteholder Collateral Agent (as defined therein), for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof.

The provisions of Section 14, 17, 22, and 24 of the Intercreditor Agreement will apply with like effect to this Additional Grantor Joinder.

IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement Joinder to be executed by their respective officers or representatives as of ___________________, 20____.

[___________________________]



By:
Name:
Title:

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EX-5.1

Exhibit 5

Taft Stettinius & Hollister LLP

425 Walnut Street, Suite 1800

Cincinnati, Ohio 45202

December 23, 2013

Chiquita Brands International, Inc.

550 South Caldwell Street

Charlotte, NC 28202

Re:	Chiquita Brands International, Inc., Chiquita Brands L.L.C. and the Subsidiary Guarantors listed in the
	Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to Chiquita Brands International, Inc., a New Jersey corporation (“CBII”), Chiquita Brands L.L.C., a Delaware limited liability company (“CBLLC, and together with CBII, the “Issuers”), and the subsidiary guarantors listed on Exhibit A hereto in connection with the public offering of up to $425,000,000 aggregate principal amount of the Issuers’ 7.875% Senior Secured Notes due 2021, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “New Notes”). The New Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) to exchange the New Notes for a like principal amount of the Issuers’ issued and outstanding 7.875% Senior Secured Notes due 2021 (the “Old Notes”), under the Indenture, dated as of February 5, 2013 (the “Indenture”), by and among the Issuers, the Subsidiary Guarantors (as defined below) and Wells Fargo Bank, N.A., as Trustee (the “Trustee”), which provides for the guarantee of the New Notes by certain subsidiaries of the CBII incorporated or formed pursuant to the laws of the State of Delaware or the Commonwealth of Pennsylvania, and listed on Exhibit A hereto (the “Subsidiary Guarantors”) to the extent set forth in the Indenture (guarantees by the Subsidiary Guarantors are referred to herein as the “Subsidiary Guarantees”), and as contemplated by the Registration Rights Agreement, dated as of February 5, 2013 (the “Registration Rights Agreement”), each by and among the Issuers, the Subsidiary Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of the initial purchasers.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement on Form S-4 relating to the New Notes and the Subsidiary Guarantees filed by the Issuers with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”); (ii) an executed copy of the Registration Rights Agreement; (iii) an executed copy of the Indenture; (iv) a copy of the certificate of incorporation, certificate of formation, certificate of organization or other formation document, as applicable, in each case as amended and in effect on the date hereof, of each of the Issuers and the Subsidiary Guarantors; (viii) a copy of the bylaws, operating agreement, or other governing document, as applicable, in each case as amended and in effect on the date hereof, of each of the Issuers and the Subsidiary Guarantors; (ix) copies of certain resolutions of the Board of Directors of the CBII and of the Board of Managers of CBLLC, each adopted on January 28, 2013, relating to the Exchange Offer, the issuance of the Old Notes and the New Notes, the Indenture and related matter; (x) copies of actions by written consent of the Board of Directors or Managers of each of the Subsidiary Guarantors, dated January 28, 2013, relating to the Exchange Offer, the Indenture, the Subsidiary Guarantees and related matters; (xi) the Form T-1 of the Trustee to be filed as an exhibit to the Registration Statement; and (xii) the form of the New Notes, included as an exhibit to the Indenture.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Issuers and the Subsidiary Guarantors and such agreements, certificates of public officials, certificates of officers or other representatives of the Issuers, the Subsidiary Guarantors and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

December 23, 2013

Page 2

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Issuers and the Subsidiary Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents, and the validity and binding effect of such documents on such parties. We also have assumed that each of the Issuers and the Subsidiary Guarantors has been duly organized and is validly existing in good standing under the law of its jurisdiction of organization. We also have assumed that the terms of the New Notes and the Subsidiary Guarantees have been established so as not to, and that the execution and delivery by the Issuers and the Subsidiary Guarantors of the Indenture, the Subsidiary Guarantees and New Notes and the performance of their obligations thereunder, do not and will not violate, conflict with or constitute a default under (i) any agreement or instrument to which the Issuers or the Subsidiary Guarantors or any of their properties is subject (except that we do not make the assumption set forth in this clause (i) with respect to those agreements and instruments which are listed in Part II of the Registration Statement or as exhibits to CBII’s Annual Report on Form 10-K filed on March 18, 2013, as amended on June 27, 2013 or CBII’s Quarterly Reports on Form 10-Q filed on May 10, 2013, August 8, 2013 and November 7, 2013, respectively), (ii) any law, rule, or regulation to which the Issuers, the Subsidiary Guarantors or any of their properties are subject (except that we do not make the assumption set forth in this clause (ii) with respect to the Opined on Law (as defined below)), (iii) any judicial or regulatory order or decree of any governmental authority (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined on Law) or (iv) any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined on Law). As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuers, the Subsidiary Guarantors and others.

We do not express any opinion as to any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act (the “DLLCA”), the Commonwealth of Pennsylvania Business Corporation Law, the Pennsylvania Limited Liability Company Law (“PLLCL”) and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as the “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than those of the Opined on Law or as to the effect of any non-Opined on Law on the opinions herein. The opinions expressed herein are based on laws in effect on the date hereof, which laws are subject to change with possible retroactive effect.

The opinion set forth below is subject to the following qualifications, further assumptions and limitations: (a) the validity or enforcement of any agreements or instruments may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law); (b) we do not express any opinion as to the applicability or effect of any fraudulent transfer, preference or similar law on the New Notes or the Subsidiary Guarantees; (c) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in the Indenture, the Registration Rights Agreement, or the Subsidiary Guarantees, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity or constitutionality; (d) we have assumed that the limited liability company agreement of each Subsidiary Guarantor that is a limited liability company is the only limited liability company agreement, as defined under the DLLCA or the PLLCL as applicable, of such Subsidary Guarantor; and (e) in light of the decision in Official Comm. of Unsecured Creditors of Tousa, Inc. v. Citicorp N. Am., Inc. (In re Tousa, Inc.), 422 B.R. 783, 2009 Bankr. LEXIS 4355 (Bankr. S.D. Fla. 2009), we express no opinion as to the enforceability of the provisions contained in Section 13.01 of the Indenture to the extent that such provisions limit the obligation of the Subsidiary Guarantors bound by such savings clause under such agreement or any right of contribution of any party with respect to such Subsidiary Guarantees.

December 23, 2013

Page 3

Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that when the Registration Statement, as finally amended, has become effective under the Securities Act and the New Notes (in the form examined by us) have been duly executed and authenticated in accordance with the terms of the Indenture and have been delivered upon consummation of the Exchange Offer against receipt of Old Notes surrendered in exchange therefor in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the New Notes and Subsidiary Guarantees will constitute valid and binding obligations of the Issuers and each of the Subsidiary Guarantors, respectively, enforceable against the Issuers and each of the Subsidiary Guarantors, respectively, in accordance with their terms.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC issued thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.

Very truly yours,

/s/ Taft Stettinius & Hollister LLP

EX-12.1

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges on a historical basis for each of the last five years ended December 31, 2012 and for the nine months ended September 30, 2013.

	Nine Months Ended
	September 30		Year Ended December 31,
(Dollars in millions)	2013		2012			2011			2010			2009		2008
Earnings:
Add:
Income (loss) from continuing operations before income taxes	$	20	$	(298	)	$	(25	)	$	59		$	91	$	(332	)
Fixed charges (see below)	78		90			86			99			104		133
	97		(208		)	60			158			195		(199		)
Subtract:
Undistributed shares of income (loss) of less-than-fifty-percent-owned investees	—		(33		)	(6		)	(3		)	17		10
Capitalized interest	2		1			—			—			—		—
	2		$	(33	)	$	(6	)	$	(3	)	$	17	$	10
Total earnings (as defined)	$	95	$	(175	)	$	67		$	161		$	178	$	(209	)
Fixed charges:
Interest expense	$	45	$	45		$	52		$	57		$	62	$	81
Capitalized interest	2		1			—			—			—		—
Estimated interest component of rental expense	31		43			34			42			42		52
Total fixed charges (as defined)	$	78	$	90		$	86		$	99		$	104	$	133
Ratio of Earnings to Fixed Charges (a)	1.24x		(b)			(b)			1.63x			1.71x		(b)
Table may not total due to rounding.

(a) Earnings is the amount resulting from adding and subtracting the following items. Add the following: (i) pre-tax income from continuing operations before adjustment for income or loss from equity investees; and (ii) fixed charges. From the total of the added items, subtract the following: (i) interest capitalized; and (ii) undistributed income (loss) of equity investees. Total fixed charges is the sum of interest expense, capitalized interest and the estimated interest component of rental expense.

(b) For these periods, earnings were inadequate to cover fixed charges. The amount of the coverage deficiencies were: $265 million for the year ended December 31, 2012; $19 million for the year ended December 31, 2011; and $342 million for the year ended December 31, 2008.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 18, 2013 except with respect to our opinion on the consolidated financial statements insofar as it relates to the guarantor information presented in Note 22 as to which the date is December 23, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Chiquita Brands International, Inc.’s Current Report on Form 8-K dated December 23, 2013. We also consent to the incorporation by reference of our report dated March 18, 2013 relating to the financial statement schedules, which appears in the Annual Report on Form 10-K of Chiquita Brands International, Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Charlotte, NC

December 23, 2013

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Chiquita Brands International, Inc. of our report dated June 28, 2012 relating to the financial statements of Danone Chiquita Fruits SAS, which appear in Chiquita Brands International, Inc.'s Annual Report on Form 10-K, as amended, for the year ended December 31, 2012.

/s/ PricewaterhouseCoopers Audit SA

Paris, France

December 20, 2013

EX-25

Exhibit 25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

_____________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association                            94-1347393

(Jurisdiction of incorporation or                                (I.R.S. Employer

organization if not a U.S. national                            Identification No.)

bank)

101 North Phillips Avenue

Sioux Falls, South Dakota57104

(Address of principal executive offices)                            (Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

_____________________________

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact name of obligor as specified in its charter)

New Jersey    04-1923360

(State or other jurisdiction of                                (I.R.S. Employer

incorporation or organization)                                Identification No.)

CHIQUITA BRANDS L.L.C.

(Exact name of obligor as specified in its charter)

Delaware    31-1192704

(State or other jurisdiction of                                (I.R.S. Employer

incorporation or organization)                                Identification No.)

252714.1

TABLE OF ADDITIONAL REGISTRANTS

Exact name of additional registrant as specified in its charter State or other jurisdiction of incorporation or organization I.R.S. Employer identification no.

BC Systems, Inc. Delaware 86-0256967

CB Containers, Inc. Delaware 31-1317631

Chiquita Fresh North America L.L.C. Delaware 04-1348580

Fresh Express Incorporated Delaware 94-2591533

Fresh International Corp. Delaware 94-2258709

Transfresh Corporation Delaware 94-1620943

V.F. Transportation, L.L.C. Pennsylvania      25-1855820

Verdelli Farms Inc. Pennsylvania      23-2063194

550 South Caldwell Street

Charlotte, North Carolina    28202        

(Address of principal executive offices)                            (Zip code)

_____________________________

7.875% Senior Secured Notes due 2021

(Title of the indenture securities)

Item 1.    General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.    Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1. A copy of the Articles of Association of the trustee now in             effect.*

Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated June 27, 2012.**

Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National     Association, dated December 21, 2011.**

Exhibit 4. Copy of By-laws of the trustee as now in effect.***

Exhibit 5. Not applicable.

Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

252714.1

*    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 2nd day of December, 2013.

WELLS FARGO BANK, NATIONAL ASSOCIATION

_/s/ Yana Kislenko     

Yana Kislenko

Vice President

EXHIBIT 6

December 2, 2013

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

_/s/ Yana Kislenko        

Yana Kislenko                                                        Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business September 30, 2013, filed in accordance with 12 U.S.C. §161 for National Banks.

Dollar Amounts

In Millions

______________

ASSETS

Cash and balances due from depository institutions:

Noninterest-bearing balances and currency and coin                            $ 18,734

Interest-bearing balances                                         155,426        

Securities:

Held-to-maturity securities                                     0

Available-for-sale securities                                     223,064

Federal funds sold and securities purchased under agreements to resell:

Federal funds sold in domestic offices                                 51

Securities purchased under agreements to resell                             22,081

Loans and lease financing receivables:

Loans and leases held for sale                                     15,389

Loans and leases, net of unearned income                                  765,029

LESS: Allowance for loan and lease losses                                 12,970

Loans and leases, net of unearned income and allowance                         752,059

Trading Assets                                                 31,965

Premises and fixed assets (including capitalized leases)                             7,597

Other real estate owned                                             3,689

Investments in unconsolidated subsidiaries and associated companies                         627

Direct and indirect investments in real estate ventures                      8

Intangible assets

Goodwill                                             21,549

Other intangible assets                                         21,750

Other assets                                                 54,021

___________

Total assets                                             $1,328,010

LIABILITIES

Deposits:

In domestic offices                                     $960,746

Noninterest-bearing                                     259,500

Interest-bearing                                      701,246

In foreign offices, Edge and Agreement subsidiaries, and IBFs                     86,980

Noninterest-bearing                             473

Interest-bearing                             86,507

Federal funds purchased and securities sold under agreements to repurchase:

Federal funds purchased in domestic offices                             10,491

Securities sold under agreements to repurchase                             13 ,961

Dollar Amounts

In Millions

_______________

Trading liabilities                                                 16,250

Other borrowed money

(includes mortgage indebtedness and obligations under capitalized leases)                 55,893

Subordinated notes and debentures                                         19,925

Other liabilities                                                 24,771

_______

Total liabilities                                             $1,189,017

EQUITY CAPITAL

Perpetual preferred stock and related surplus 0

Common stock                                                 519

Surplus (exclude all surplus related to preferred stock)                              102,971

Retained earnings                                                 31,335

Accumulated other comprehensive income                                     3,147

Other equity capital components                                         0

________

Total bank equity capital                                             137,972

Noncontrolling (minority) interests in consolidated subsidiaries                        1,021

Total equity capital                                             138,993    

________

Total liabilities, and equity capital                                      $1,328,010

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared

in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge

and belief.

Timothy J. Sloan

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us

and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate

Federal regulatory authority and is true and correct.

John Stumpf                Directors

Carrie Tolstedt

Michael Loughlin

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

Chiquita Brands International, Inc.
Chiquita Brands L.L.C.

OFFER FOR ALL OUTSTANDING

7.875% SENIOR SECURED NOTES DUE 2021

IN EXCHANGE FOR

7.875% SENIOR SECURED NOTES DUE 2021

WHICH HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED

PURSUANT TO THE PROSPECTUS DATED , 2013

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 2014 (THE “EXPIRATION DATE”), UNLESS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer:

Wells Fargo Bank, N.A.

By Registered/ Certified Mail:	By Hand:	By Overnight Courier or Regular Mail
Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Services	Corporate Trust Operations
MAC N9303-121	Northstar East Building – 12th Floor	MAC N9303-121
P.O. Box 1517	608 2nd Avenue South	6th St. & Marquette Avenue
Minneapolis, MN 55480	Minneapolis, MN 55402	Minneapolis, MN 55479

or by facsimile at (612) 667-6282

to confirm by telephone or for information at (800) 344-5128

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL. IF THE HOLDER OF AN OLD NOTE WISHES TO DELIVER SUCH OLD NOTE AND THIS INSTRUMENT IN THE CITY OF NEW YORK, THE HOLDER SHOULD CONTACT THE EXCHANGE AGENT FOR DIRECTIONS.

The undersigned acknowledges that he or she has received the prospectus dated , 2013 (the “Prospectus”), of Chiquita Brands International, Inc. and Chiquita Brands L.L.C., (the “Issuers”), and this Letter of Transmittal (the “Letter”), which together constitute the Issuers’ offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $425,000,000 of the Issuers’ 7.875% Senior Secured Notes due 2021 (collectively, the “New Notes” and individually, a “New Note”), registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount at maturity of the Issuers’ outstanding 7.875% Senior

Secured Notes due 2021 issued in a private offering on February 5, 2013 (collectively, the “Old Notes” and each an “Old Note”), from the registered holders thereof.

For each Old Note accepted for exchange, the holder of such Old Note will receive a New Note having a principal amount equal to the principal amount at maturity of the surrendered Old Note. Interest on the New Notes will accrue from the last interest payment date for the Old Notes, which was August 1, 2013. The Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Old Notes otherwise payable on any interest payment date the record date for which occurs on or after the consummation of the Exchange Offer.

This Letter is to be completed by a holder of Old Notes if certificates for such Old Notes are to be forwarded herewith, or if a tender is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfers” section of the Prospectus and an “Agent’s Message” (as defined below) is not delivered. HOLDERS OF OLD NOTES WHO HAVE PREVIOUSLY VALIDLY DELIVERED A LETTER OF TRANSMITTAL IN CONJUNCTION WITH A VALID TENDER OF OLD NOTES FOR EXCHANGE PURSUANT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS UNDER THE HEADING “THE EXCHANGE OFFER” ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION TO RECEIVE NEW NOTES. HOLDERS OF OLD NOTES WHO HAVE PREVIOUSLY VALIDLY TENDERED OLD NOTES FOR EXCHANGE OR WHO VALIDLY TENDER OLD NOTES FOR EXCHANGE IN ACCORDANCE WITH THIS LETTER MAY WITHDRAW ANY OLD NOTES SO TENDERED AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. SEE THE PROSPECTUS UNDER THE HEADING “THE EXCHANGE OFFER” FOR A MORE COMPLETE DESCRIPTION OF THE TENDER AND WITHDRAWAL PROVISIONS. Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and that the Issuers may enforce this Letter against such participant. See Instruction 1. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

The method of delivery of Old Notes, Letters of Transmittal and all other required documents are at the election and risk of the holders. If such delivery is by mail it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No letters of transmittal or Old Notes should be sent to the Issuers.

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer. List below the Old Notes to which this Letter relates. If the space provided below is inadequate, the class, certificate numbers and principal amount at maturity of Old Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES

		1	2	3
Type	Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**
7.875% Senior Secured Notes due 2021

* Need not be completed if Old Notes are being tendered by book-entry transfer.

** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

¨ CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the aggregate principal amount at maturity of the Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Old Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Old Notes, with full power of substitution, among other things, to cause the Old Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes, and to acquire New Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuers. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the holder of such Old Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such New Notes and that neither the holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuers.

The undersigned acknowledges that the Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties,

that the New Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Issuers within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If any holder is an affiliate of the Issuers, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer-Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4) To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above. Issue: New Notes and/or Old Notes to: Name(s): (Please Type or Print) (Please Type or Print) Address: (Zip Code) (Complete Substitute Form W-9) ¨ Credit unexchanged Old Notes delivered by book-entry transfer to DTC account set forth below. (Book-Entry Transfer Facility Account Number, if applicable) SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4) To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the box entitled “Description of Old Notes” on this Letter above. Mail: New Notes and/or Old Notes to: Name(s): (Please Type or Print) (Please Type or Print) Address (Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT’S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, HOLDERS OF OLD NOTES MUST COMPLETE, EXECUTE AND DELIVER THIS LETTER OF TRANSMITTAL.

Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity, or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. See Instruction 10.

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

(Complete accompanying Substitute Form W-9 below)

X		Date:	, 201
X		Date:	, 201
	(Signature(s) of Owner)

Area Code and Telephone Number ()

This Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes hereby tendered or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a

trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

(Please Type or Print)

Capacity:

Address:

(Including Zip Code)

Principal place of business (if different from address listed above):

(Including Zip Code)

Area Code and Telephone No.: ()
Tax Identification or Social Security Nos.:
	SIGNATURE GUARANTEE
	(If Required by Instruction 3)

Signature(s) Guaranteed by

An Eligible Institution:

(Authorized Signature)

(Title)

(Name of Firm)

Dated: , 201

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER FOR THE

7.875% SENIOR SECURED NOTES DUE 2021

IN EXCHANGE FOR THE

7.875% SENIOR SECURED NOTES DUE 2021

WHICH HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED,

PURSUANT TO THE PROSPECTUS DATED , 2013

1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.

This Letter is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer-Book-Entry Transfers” section of the Prospectus and an Agent’s Message is not delivered. Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, the Letter and that the Issuers may enforce the Letter against such participant. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof or Agent’s Message in lieu thereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations of principal amount at maturity of $1,000 and any integral multiple thereof.

The method of delivery of this Letter, the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

See “The Exchange Offer” section of the Prospectus.

2. PARTIAL TENDERS (NOT APPLICABLE TO NOTE HOLDERS WHO TENDER BY BOOK- ENTRY TRANSFER).

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the box above entitled “Description of Old Notes—Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

If this Letter is signed by the holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC’s security position listing as the holder of such Old Notes without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

When this Letter is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by a participant in a securities transfer association recognized signature program.

If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, proper evidence satisfactory to the Issuers of their authority to so act must be submitted.

Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm which is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an “Eligible Institution”).

Signatures on this letter need not be guaranteed by an Eligible Institution, provided the Old Notes are tendered: (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offer, includes any participant in DTC’s system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this letter, or (ii) for the account of an Eligible Institution.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

Tendering holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. Note holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such note holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter.

5. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING.

Federal income tax law generally requires that a tendering holder whose Old Notes are accepted for exchange must provide the Exchange Agent (as payer) with such holder’s correct Taxpayer Identification Number (a “TIN”), which, in the case of a holder who is an individual, is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemption, such holder may be subject to penalties imposed by the Internal Revenue Service and backup withholding at the applicable rate of the gross proceeds received pursuant to the Exchange Offer. If withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, each tendering holder must provide such holder’s correct TIN by completing the “Substitute Form W-9” set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the holder does not have a TIN, such holder should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for instructions on applying for a TIN, write “Applied For” in the space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If the holder does not provide such holder’s TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such holder furnishes such holder’s TIN to the Exchange Agent. NOTE: WRITING “APPLIED FOR” ON THE FORM MEANS THAT THE HOLDER HAS ALREADY APPLIED FOR A TIN OR THAT SUCH HOLDER INTENDS TO APPLY FOR ONE IN THE NEAR FUTURE.

If the Old Notes are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report.

Exempt holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder should check the box “Exempt from backup withholding” in Part 2 of Substitute Form W-9. See the W-9 Guidelines for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed Form W-8 BEN, “Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding,” signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Exchange Agent.

6. TRANSFER TAXES.

The Issuers will pay all transfer taxes, if any, applicable to the transfer of Old Notes to them or their order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Issuers or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.

7. WAIVER OF CONDITIONS.

The Issuers reserve the right (in its reasonable discretion) to waive satisfaction of any or all conditions enumerated in “The Exchange Offer” section of the Prospectus.

8. NO CONDITIONAL TENDERS; DEFECTS.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter or an Agent’s Message in lieu thereof, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Neither the Issuers, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes nor shall any of them incur any liability for failure to give any such notice.

9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10. WITHDRAWAL RIGHTS.

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Old Notes to be withdrawn (the “Depositor”), (ii) identify the Old Notes to be withdrawn (including the class of Old Notes, certificate number or numbers and the principal amount at maturity of such Old Notes), (iii) contain a statement that such holder is withdrawing such holder’s election to have such Old Notes exchanged, (iv) be signed by the holder in the same manner as the original signature on the Letter by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Old Notes register the transfer of such Old Notes in the name of the person withdrawing the tender and (v) specify the name in which such Old Notes are registered, if different from that of the Depositor. If Old Notes have been tendered pursuant to the procedure for book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfers” section of the Prospectus, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Issuers (which power may be delegated to the Exchange Agent), whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry transfer procedures set forth in “The Exchange Offer—Book-Entry Transfers” section of the Prospectus, such Old Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES

(See Instruction 5)

PAYER’S NAME: Wells Fargo Bank, N.A.

SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service	PART 1 PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	TIN: Social Security Number OR Employer Identification Number
	PART 2 – If you are exempt from backup withholding, check here. Exempt from backup withholding ¨
	PART 3 – CERTIFICATION - Under penalties of perjury, I certify that: (1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
Payer’s Request for Taxpayer Identification Number (TIN)	Certification Instructions – You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
	The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	SIGNATURE	DATE:
	NAME:
	(please print)

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART 1 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a taxpayer identification number to the Payer within 60 days, the Payer is required to withhold at the applicable backup withholding rate for all cash payments made to me thereafter until I provide a number.

SIGNATURE: DATE:

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING AT THE APPLICABLE RATE FOR ALL CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

Manually signed copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and any other required documents should be sent or delivered by each holder or such holder’s broker, dealer commercial bank or other nominee to the Exchange Agent as set forth below.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, N.A.

By Registered/ Certified Mail:	By Hand:	By Overnight Courier or Regular Mail
Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Services	Corporate Trust Operations
MAC N9303-121	Northstar East Building – 12th Floor	MAC N9303-121
P.O. Box 1517	608 Second Avenue South	6th St. & Marquette Avenue
Minneapolis, MN 55480	Minneapolis, MN 55402	Minneapolis, MN 55479

or by facsimile at (612) 667-6782

to confirm by telephone or for information at (800) 344-5128

GUIDELINES FOR CERTIFICATIONS OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply, obtain Form SS-5, Application for a Social Security Card (for individuals), from your local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), from your local office of the Internal Revenue Service.

Payees Exempt from Backup Withholding

Payees that are specifically exempted from backup withholding tax on ALL payments include the following:

1. A corporation.

2. A financial institution.

3. An organization exempt from tax under section 501(a), or an individual retirement account or a custodial account under section 403(b)(7).

4. The United States or any agency or instrumentality thereof.

5. A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

6. A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

7. An international organization or any agency or instrumentality thereof.

8. A dealer in securities or commodities required to register in the United States or a possession of the United States.

9. A real estate investment trust.

10. A common trust fund operated by a bank under section 584(a).

11. An entity registered at all times under the Investment Company Act of 1940.

12. A foreign central bank of issue.

1. Payments of dividends to nonresident aliens subject to withholding under section 1441.

2. Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

3. Payments of patronage dividends where the amount received is not paid in money.

4. Payments made by certain foreign organizations.

1. Payments of interest on obligations issued by individuals. Note: A payee may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and such payee has not provided its correct taxpayer identification number to the payer.

2. Payments of tax-exempt interest (including exempt-interest dividends under section 852).

3. Payments described in section 6049(b)(5) to nonresident aliens.

4. Payments on tax-free covenant bonds under section 1451.

5. Payments made by certain foreign organizations.

6. Payments made to a nominee.

(IF YOU HAVE ONE), WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050(A). PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividends, interest or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer.

Penalties

(1) Penalty for Failure To Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a payer, you may be subject to a penalty for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect To Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding tax, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

What Name and Number To Provide:

For this type of account:	Give the SOCIAL SECURITY Number of—	For this type of account:	Give the EMPLOYER IDENTIFICATION Number of—
1. An individual’s account	The individual	6. Disregarded entity not owned by an individual	The owner
		7. A valid trust, estate or pension trust	Legal entity (4)
2. Two or more individuals (joint account)	The actual owner of the account or, if combined, funds, the first individual on the account (1)	8. Corporate account	The corporation
3. Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	9. Association, club, religious, charitable, educational or other tax-exempt organization	The corporation
4. (a) The usual revocable savings trust account (grantor is also a trustee)	The grantor-trustee (1)	10. Partnership or multi-member LLC	The partnership
(b) So-called trust account that is not a legal or valid trust under state law	The actual owner (3)	11. A broker or registered nominee	The broker or nominee
5. Sole proprietorship	The owner (3)	12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school, district or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) Provide the name of the owner.

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTES:

• If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

• If you are an individual, you must generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card, and your new last name.

• For a joint account, only the person whose taxpayer identification number is shown on the Substitute Form W-9 should sign the form.

EX-99.2

Exhibit 99.2

Chiquita Brands International, Inc.
Chiquita Brands L.L.C.

OFFER FOR ALL OUTSTANDING

7.875% SENIOR SECURED NOTES DUE 2021

IN EXCHANGE FOR

7.875% SENIOR SECURED NOTES DUE 2021

WHICH HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED

, 2013

To Our Clients:

Enclosed for your consideration is a prospectus dated , 2013 (the “Prospectus”), and the related letter of transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (the “Issuers”) to exchange its 7.875% Senior Secured Notes due 2021, registered under the Securities Act of 1933, as amended (collectively, the “New Notes”), for its issued and outstanding 7.875% Senior Notes due 2021, issued in a private offering on February 5, 2013 (collectively, the “Old Notes”), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Issuers contained in the registration rights agreement entered into with the initial purchasers of the Old Notes on February 5, 2013.

This material is being forwarded to you as the beneficial owner of Old Notes held by us for your account but not registered in your name. A TENDER OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2014 unless extended by the Issuers. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Old Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer—Conditions to the Exchange Offer.”

3. Any transfer taxes incident to the transfer of Old Notes from the holder to the Issuers will be paid by the Issuers, except as otherwise provided in the Instructions in the Letter of Transmittal.

4. The Exchange Offer expires at 5:00 p.m., New York City time, on , 2014 unless extended by the Issuers.

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Chiquita Brands International, Inc. and Chiquita Brands L.L.C. with respect to their Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

¨ Please tender the Old Notes held by you for my account as indicated below:

Aggregate Principal Amount

at Maturity of Old Notes

7.875% Senior Secured Notes due 2021: $

¨ Please do not tender any Old Notes held by you for my account.

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all Old Notes held by us for your account.

Dated: , 201

Signature(s):

Print Name(s) here:

(Print Address(es)):

(Area Code and Telephone Number(s)):

(Tax Identification or Social Security Number (s)):

EX-99.3

Exhibit 99.3

Chiquita Brands International, Inc.
Chiquita Brands L.L.C.

OFFER FOR ALL OUTSTANDING

7.875% SENIOR SECURED NOTES DUE 2021

IN EXCHANGE FOR

7.875% SENIOR SECURED NOTES DUE 2021

WHICH HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED

, 2013

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (the “Issuers”) are offering, upon and subject to the terms and conditions set forth in the prospectus dated , 2013 (the “Prospectus”), and the enclosed letter of transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) an aggregate principal amount of up to $425,000,000 of its 7.875% Senior Secured Notes due 2021 registered under the Securities Act of 1933, as amended, for a like principal amount at maturity of its issued and outstanding 7.875% Senior Secured Notes due 2021 issued in a private offering on February 5, 2013 (collectively, the “Old Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the Issuers contained in the registration rights agreement entered into with the initial purchasers of the Old Notes on February 5, 2013.

We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1. Prospectus dated , 2013;

2. The Letter of Transmittal for your use and for the information of your clients;

3. A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Old Notes, or a timely book-entry confirmation of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

The Issuers will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Old Notes held by them as nominee or in a fiduciary capacity. The Issuers will pay or cause to be paid all stock transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth in the Instructions in the Letter of Transmittal.

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Any requests for additional copies of the enclosed materials should be directed to Wells Fargo Bank, N.A., the Exchange Agent for the Exchange Offer, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Chiquita Brands International, Inc. Chiquita Brands L.L.C.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON ACTING AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

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