10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission file number 1-1550

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey	04-1923360
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

250 East Fifth Street
Cincinnati, Ohio 45202
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (513) 784-8000

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes      X        No            

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes      X        No            

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes      X        No            

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 31, 2002, there were 39,822,371 shares of Common Stock outstanding.

TABLE OF CONTENTS

CONSOLIDATED STATEMENT OF INCOME (Unaudited)
CONSOLIDATED BALANCE SHEET (Unaudited)
CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3 — Quantitative and Qualitative Disclosures About Market Risk
	Item 4 — Controls and Procedures
	Item 4 — Submission of Matters to a Vote of Security Holders
	Item 6 — Exhibits and Reports on Form 8-K
Exhibit 10-A 2002 Stock Option and Incentive Plan
Exhibit 10-B 2002 Stock Option and Incentive Plan
Exhibit 10-C Amended and Restated Credit Agreement
Exhibit 10-D Capital Accumulation Plan

CHIQUITA BRANDS INTERNATIONAL, INC.

TABLE OF CONTENTS

				Page
PART I — Financial Information
	Item 1	-	Financial Statements
			Consolidated Statement of Income for the quarter and six months ended September 30, 2002, for the quarter and nine months ended September 30, 2001, and for the quarter ended March 31, 2002		3
			Consolidated Balance Sheet as of September 30, 2002, December 31, 2001 and September 30, 2001		4
			Consolidated Statement of Cash Flow for the six months ended September 30, 2002, for the quarter ended March 31, 2002, and for the nine months ended September 30, 2001		5
			Notes to Consolidated Financial Statements		6
	Item 2	-	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
	Item 3	-	Quantitative and Qualitative Disclosures About Market Risk		19
	Item 4	-	Controls and Procedures		19
PART II — Other Information
	Item 4	-	Submission of Matters to a Vote of Security Holders		20
	Item 6	-	Exhibits and Reports on Form 8-K		20
Signature					21
Certification of Chief Executive Officer					22
Certification of Chief Financial Officer					23

2

Part I — Financial Information

Item 1 — Financial Statements

CHIQUITA BRANDS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF INCOME (Unaudited)
(In thousands, except per share amounts)

		Reorganized			Predecessor			Reorganized
		Company*			Company*			Company*			Predecessor Company*
		Quarter			Quarter			Six Months			Quarter			Nine Months
		Ended			Ended			Ended			Ended			Ended
		Sept. 30,			Sept. 30,			Sept. 30,			March 31,			Sept. 30,
		2002			2001			2002			2002			2001
Net sales		$	528,911		$	508,739		$	1,160,839		$	629,505		$	1,681,398
Operating expenses
	Cost of sales		456,907			435,499			951,810			510,384			1,386,138
	Selling, general and administrative		59,078			55,672			125,647			55,336			173,238
	Depreciation		9,648			21,178			19,590			21,401			62,810
			525,633			512,349			1,097,047			587,121			1,622,186
	Operating income (loss)		3,278			(3,610	)		63,792			42,384			59,212
Interest income			960			2,013			1,976			624			7,168
Interest expense			(11,068	)		(33,387	)		(23,384	)		(9,486	)		(98,118	)
Financial restructuring items			—			(3,239	)		—			(285,822	)		(6,345	)
	Income (loss) before income taxes and cumulative effect of a change in method of accounting		(6,830	)		(38,223	)		42,384			(252,300	)		(38,083	)
Income taxes			(1,400	)		—			(2,900	)		(1,000	)		(7,000	)
	Income (loss) before cumulative effect of a change in method of accounting		(8,230	)		(38,223	)		39,484			(253,300	)		(45,083	)
Cumulative effect of a change in method of accounting			—			—			—			(144,523	)		—
Net income (loss)		$	(8,230	)	$	(38,223	)	$	39,484		$	(397,823	)	$	(45,083	)
Basic and diluted earnings per common share:
	- Before cumulative effect of a change in method of accounting	$	(0.21	)	$	(0.56	)	$	0.99		$	(3.23	)	$	(0.76	)
	- Cumulative effect of a change in method of accounting		—			—			—			(1.85	)		—
	- Net income (loss)	$	(0.21	)	$	(0.56	)	$	0.99		$	(5.08	)	$	(0.76	)

*See Notes to Consolidated Financial Statements, including Basis of Presentation
describing the Reorganized Company and Predecessor Company.

3

CHIQUITA BRANDS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEET (Unaudited)
(In thousands, except share amounts)

			Reorganized
			Company*		Predecessor Company*
			September 30,		December 31,			September 30,
			2002		2001			2001
ASSETS
Current assets
	Cash and equivalents		$	54,654	$	70,428		$	121,203
	Trade receivables (less allowances of $10,266, $11,902, and $11,956)			233,057		193,945			209,257
	Other receivables, net			65,517		80,378			71,081
	Inventories			409,439		392,190			411,421
	Other current assets			49,004		35,414			41,434
		Total current assets		811,671		772,355			854,396
Property, plant and equipment, net				377,368		1,005,606			1,021,023
Investments and other assets, net				155,724		319,884			324,971
Assets held for sale				59,809		6,232			6,282
Intangibles, net				387,585		158,415			159,461
		Total assets	$	1,792,157	$	2,262,492		$	2,366,133
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities not subject to compromise
Current liabilities
	Notes and loans payable		$	13,668	$	53,374		$	23,024
	Long-term debt due within one year
		Parent company		—		—			858,740
		Subsidiaries		51,327		56,376			52,135
	Accounts payable			262,912		175,161			238,321
	Accrued liabilities			87,222		102,452			180,947
		Total current liabilities		415,129		387,363			1,353,167
Long-term debt of parent company				250,000		—			—
Long-term debt of subsidiaries				255,250		306,017			329,774
Accrued pension and other employee benefits				101,189		68,193			63,938
Other liabilities				103,134		89,505			90,247
		Total liabilities not subject to compromise		1,124,702		851,078			1,837,126
Liabilities subject to compromise				—		962,820			—
		Total liabilities		1,124,702		1,813,898			1,837,126
Shareholders’ equity
	Preferred and preference stock			—		139,729			156,925
	Common stock, $.01 par value (39,816,164 new shares, 78,273,183 and 75,339,489 old shares outstanding, respectively)			398		783			753
	Capital surplus			625,556		881,192			864,024
	Retained earnings (deficit)			39,484		(530,068	)		(456,383	)
	Accumulated other comprehensive income (loss)			2,017		(43,042	)		(36,312	)
		Total shareholders’ equity		667,455		448,594			529,007
		Total liabilities and shareholders’ equity	$	1,792,157	$	2,262,492		$	2,366,133

*See Notes to Consolidated Financial Statements, including Basis of Presentation
describing the Reorganized Company and Predecessor Company.

4

CHIQUITA BRANDS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)
(In thousands)

			Reorganized
			Company*			Predecessor Company*
			Six Months			Quarter			Nine Months
			Ended			Ended			Ended
			Sept. 30,			March 31,			Sept. 30,
			2002			2002			2001
Cash provided (used) by:
Operations
	Income (loss) before cumulative effect of a change in method of accounting		$	39,484		$	(253,300	)	$	(45,083	)
	Financial restructuring items			—			272,961			—
	Depreciation and amortization			19,590			21,401			67,489
	Parent company interest expense not paid			—			—			63,499
	Collection of tax refund			—			—			9,456
	Changes in current assets and liabilities and other			38,236			(33,954	)		49,555
		Cash flow from operations		97,310			7,108			144,916
Investing
	Capital expenditures			(20,261	)		(4,807	)		(22,746	)
	Hurricane Mitch insurance proceeds			—			—			6,393
	Long-term investments			—			—			(16,532	)
	Proceeds from sales of property, plant and equipment			4,357			5,029			8,287
	Other			642			275			(578	)
		Cash flow from investing		(15,262	)		497			(25,176	)
Financing**
	Issuances of long-term debt			—			200			74,217
	Repayments of long-term debt			(48,271	)		(9,948	)		(83,871	)
	CBI credit facility amendment and other fees			(309	)		(7,393	)		—
	Decrease in notes and loans payable			(35,664	)		(4,042	)		(85,807	)
		Cash flow from financing		(84,244	)		(21,183	)		(95,461	)
Increase (decrease) in cash and equivalents				(2,196	)		(13,578	)		24,279
Balance at beginning of period				56,850			70,428			96,924
Balance at end of period			$	54,654		$	56,850		$	121,203

*See Notes to Consolidated Financial Statements, including Basis of Presentation
describing the Reorganized Company and Predecessor Company.

** On March 19, 2002, in accordance with the Company’s Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code, all previously existing parent company public debt ($861 million principal plus $102 million accrued interest) was exchanged for 95.5% of the new common stock of the Reorganized Company and $250 million of 10.56% Senior Notes due 2009.

5

CHIQUITA BRANDS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Basis of Presentation

     Chiquita Brands International, Inc. (“CBII”) and its subsidiaries (collectively, “Chiquita” or the “Company”) operate as a leading international marketer, producer and distributor of quality fresh fruits and vegetables and processed foods. On March 19, 2002, CBII, a parent holding company without business operations of its own, completed its previously announced financial restructuring when its pre-arranged Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Plan” or “Plan of Reorganization”) became effective. For financial reporting purposes, the Company used an effective date of March 31, 2002. References in these financial statements to “Predecessor Company” refer to the Company prior to March 31, 2002. References to “Reorganized Company” refer to the Company on and after March 31, 2002, after giving effect to the issuance of new securities in exchange for the previously outstanding securities in accordance with the Plan, and implementation of fresh start accounting. In accordance with financial reporting requirements for companies emerging from a Chapter 11 restructuring, financial information for the nine months ended September 30, 2002 is not presented in the financial statements since such information would combine the results of the Predecessor and Reorganized Company. The securities issued pursuant to the Plan and the fresh start adjustments are described in “Parent Company Debt Restructuring” and “Financial Restructuring Items” below.

     Interim results for the Company are subject to significant seasonal variations and are not necessarily indicative of the results of operations for a full fiscal year. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair statement of the results of the interim periods shown have been made. See Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 for additional information relating to the Company’s financial statements.

Parent Company Debt Restructuring

     The Plan was confirmed by the bankruptcy court on March 8, 2002 and became effective March 19, 2002, resulting in the exchange of $861 million of CBII’s outstanding senior notes and subordinated debentures (“Old Notes”) and $102 million of accrued and unpaid interest thereon for $250 million of 10.56% Senior Notes due 2009 (“New Notes”) and 95.5% of the common stock of the reorganized entity (“New Common Stock”). Previously outstanding preferred, preference and common stock of the Predecessor Company was exchanged for 2% of the New Common Stock as well as 7-year warrants (“Warrants”) to purchase up to 25% of the New Common Stock of the Reorganized Company on a fully diluted basis (prior to any dilution by issuance of stock under the stock option plan or other issuances of stock). In addition, as part of a management incentive program, certain executives were granted rights to receive 1 million shares (2.5%) of the New Common Stock. At September 30, 2002, 865,950 of these shares had been issued, 34,050 shares had been surrendered in satisfaction of tax withholding obligations, and 100,000 shares were held in a “rabbi trust.”

6

     In accordance with the Plan, the Reorganized Company:

• authorized 150,000,000 shares of New Common Stock and issued 39,965,950 shares;

• issued the New Notes and the Warrants;

• adopted a new stock option plan;

• reserved (a) 13,333,333 shares of New Common Stock for issuance upon exercise of the Warrants and (b) 5,925,926 shares of New Common Stock for issuance pursuant to awards authorized under the new stock option plan; and

• cancelled the Old Notes, previously outstanding preferred, preference and common stock, and previously outstanding stock options.

     The New Notes mature on March 15, 2009. These Notes were issued by CBII and are not secured by any of the assets of CBII and its subsidiaries. The indenture for the New Notes contains dividend payment restrictions that, at September 30, 2002, limited the aggregate amount of dividends that could be paid by CBII to approximately $30 million. The indenture has additional restrictions related to asset sales, incurrence of additional indebtedness, sale-leaseback transactions, and related-party transactions. The New Notes are callable on or after March 15, 2005 at a price of 105.28% of face value, declining to face value in 2008. In addition, the Company may redeem some or all of the New Notes prior to March 15, 2005 at a redemption price equal to the greater of (a) 100% of the face value of the New Notes to be redeemed, or (b) the sum of the present values of (i) 105.28% of face value of the New Notes, and (ii) interest payments due from the date of redemption through March 15, 2005, in each case discounted to the redemption date on a semiannual basis at the applicable U.S. Treasury rates plus 0.25%; plus, in the case of either clause (a) or (b) above, any accrued and unpaid interest as of the redemption date.

     The Warrants, which entitle the holders to purchase up to 13.3 million shares of New Common Stock at a price of $19.23 per share, are exercisable through March 19, 2009. In the Consolidated Balance Sheet of the Reorganized Company at September 30, 2002, the Warrants, valued at $41 million for purposes of the Plan of Reorganization, are included in capital surplus.

     Of the 5.9 million shares authorized for issuance under the new stock option plan, options for approximately 4.5 million and 0.2 million shares were granted during the second and third quarters of 2002, respectively. The Company also granted 241,000 stock appreciation rights (“SARs”) to certain non-U.S. employees during the third quarter. These options and SARs are exercisable for a period of 10 years. The weighted average exercise price of the options and SARs granted in the second and third quarters was $16.94 per share.

     For the stock options, the estimated weighted average fair value per option granted was $7.12 using a Black-Scholes option pricing model based on the market price of the Company’s stock and the following assumptions at the date of option grant: weighted average risk-free interest rate of 4.6%; dividend yield of 0%; volatility factor for the Company’s common stock price of 40%; and a weighted average expected life of 5 years for options not forfeited. If the Company were recognizing expense for these options in accordance with Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” the estimated pro forma compensation expense based on the option fair values would be approximately $7 million for 2002, of which approximately $3 million ($0.07 per share) would have been recognized in the third quarter of 2002. Beginning in 2003, the Company intends to recognize stock option expense in its results of operations for new stock options granted after December 31, 2002.

     No interest payments on the Old Notes were made in 2002 and 2001. The Company recorded interest expense on the Old Notes until November 28, 2001, the date the Company filed its Chapter 11 petition, but not thereafter. As a result, interest expense for the first quarter of 2002 does not include $20 million which would have been payable under the terms of the Old Notes. The Company is accruing interest on the New Notes at the stated 10.56% rate. The first interest payment on the New Notes of $13 million was made September 15, 2002.

7

Financial Restructuring Items

     The Company’s emergence from Chapter 11 bankruptcy proceedings on March 19, 2002 resulted in a new reporting entity and adoption of fresh start reporting in accordance with Statement of Position (“SOP”) No. 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” The consolidated financial statements as of and for the quarter ended March 31, 2002 reflect reorganization adjustments for the discharge of debt and adoption of fresh start reporting. Accordingly, the estimated reorganization value of the Company of $1,280 million, which served as the basis for the Plan approved by the bankruptcy court, was used to determine the equity value allocated to the assets and liabilities of the Reorganized Company in proportion to their relative fair values in conformity with Statement of Financial Accounting Standards No. 141, “Business Combinations.”

     Financial restructuring items for the quarter ended March 31, 2002, comprising a net charge of $286 million, resulted from the following:

• Exchange of Old Notes and accrued interest for 95.5% of the New Common Stock and $250 million of New Notes, resulting in a gain of $154 million;

• Reduction of property, plant and equipment carrying values by $550 million, including reduction of the Company’s tropical farm assets by $320 million, shipping vessels by $158 million, and vegetable canning assets by $55 million;

• Reduction of long-term operating investments and other asset carrying values by $186 million;

• Increase of $375 million in the carrying value of the Chiquita trademark;

• Increase of $33 million in accrued pension and other employee benefits primarily associated with tropical pension/severance obligations;

• $16 million increase in other liabilities for unfavorable lease obligations; and

• $30 million of reorganization costs during the first quarter of 2002 primarily associated with grants of New Common Stock to certain executives as part of the Chapter 11 restructuring agreement and professional fees. Cash payments in the first quarter of 2002 associated with reorganization costs were $13 million.

     The fresh start adjustments to the carrying values of the Company’s assets and liabilities were based upon the work of outside appraisers, actuaries and financial consultants, as well as internal valuation estimates using discounted cash flow analyses, to determine the relative fair values of the Company’s assets and liabilities.

8

     The following table reflects the reorganization adjustments to the Company’s Consolidated Balance Sheet as of March 31, 2002:

		Balance Sheet at March 31, 2002 (Unaudited)
					Reorganization Adjustments
		Before									After
		Reorganization			Debt			Fresh Start			Reorganization
(In thousands)		Adjustments			Discharge			Adjustments			Adjustments
Current assets		$	788,731		$	—		$	—		$	788,731
Property, plant and equipment, net			979,219			—			(550,143	)		429,076
Investments and other assets, net			341,183			—			(185,586	)		155,597
Intangibles, net			12,757			—			374,828			387,585
	Total assets	$	2,121,890		$	—		$	(360,901	)	$	1,760,989
Notes and loans payable		$	49,332		$	—		$	—		$	49,332
Long-term debt due within one year			49,873			—			—			49,873
Accounts payable and accrued liabilities			269,178			—			13,685			282,863
Long-term debt of parent company			—			250,000			—			250,000
Long-term debt of subsidiaries			304,358			—			—			304,358
Accrued pension and other employee benefits			71,266			—			33,020			104,286
Other liabilities			91,174			—			16,350			107,524
Liabilities subject to compromise			962,820			(962,820	)		—			—
	Total liabilities		1,798,001			(712,820	)		63,055			1,148,236
Accumulated deficit			(657,016	)		154,046			502,970			—
Other shareholders’ equity			980,905			558,774			(926,926	)		612,753	*
	Total liabilities and shareholders’ equity	$	2,121,890		$	—		$	(360,901	)	$	1,760,989

* After deducting $654 million of indebtedness from the Company’s $1,280 million estimated reorganization value, the total equity value of the Company was approximately $626 million at March 31, 2002. The total shareholders’ equity in the March 31, 2002 Reorganized Company balance sheet excludes $13 million related to restricted management shares subject to delayed delivery, which are reflected in accounts payable and accrued liabilities above. These shares were issued in the second quarter of 2002 and are included in equity as of September 30, 2002.

9

Earnings Per Share

     Basic and diluted earnings per common share (“EPS”) are calculated as follows (in thousands, except per share amounts):

		Reorganized			Predecessor			Reorganized
		Company			Company			Company		Predecessor Company
		Quarter			Quarter			Six Months		Quarter			Nine Months
		Ended			Ended			Ended		Ended			Ended
		Sept. 30,			Sept. 30,			Sept. 30,		March 31,			Sept. 30,
		2002			2001			2002		2002			2001
Income (loss) before cumulative effect of a change in method of accounting		$	(8,230	)	$	(38,223	)	$	39,484	$	(253,300	)	$	(45,083	)
Cumulative effect of a change in method of accounting			—			—			—		(144,523	)		—
Net income (loss)			(8,230	)		(38,223	)		39,484		(397,823	)		(45,083	)
Dividends payable on preferred and preference stock			—			(2,852	)		—		—			(9,417	)
	Net income (loss) attributed to common shares	$	(8,230	)	$	(41,075	)	$	39,484	$	(397,823	)	$	(54,500	)
Weighted average common shares outstanding (shares used to calculate basic EPS)			39,967			73,996			39,967		78,273			72,045
Stock awards			—			—			9		—			—
	Shares used to calculate diluted EPS		39,967			73,996			39,976		78,273			72,045
Basic and diluted earnings per common share:
	- Before cumulative effect of a change in method of accounting	$	(0.21	)	$	(0.56	)	$	0.99	$	(3.23	)	$	(0.76	)
	- Cumulative effect of a change in method of accounting		—			—			—		(1.85	)		—
	- Net income (loss)	$	(0.21	)	$	(0.56	)	$	0.99	$	(5.08	)	$	(0.76	)

     The weighted average common shares outstanding for the Reorganized Company include 100,000 shares held in a “rabbi trust” for certain members of management and 51,034 shares held for delivery upon surrender of certificates for the old 7% subordinated debentures and old common stock.

     The earnings per share calculations for the Predecessor Company are based on shares of common stock outstanding prior to the Company’s emergence from Chapter 11 proceedings on March 19, 2002. Upon emergence, these shares were cancelled and the Company issued 40 million shares of New Common Stock.

     The assumed conversions to common stock of the Company’s pre-existing 7% convertible subordinated debentures (which were convertible until March 28, 2001), preferred stock and preference stock, and the assumed exercise of outstanding warrants, stock options and other stock awards, are excluded from the diluted EPS computations for periods in which these items, on an individual basis, have an anti-dilutive effect on diluted EPS. The Company’s 7% convertible subordinated debentures, old stock options and stock awards, and preferred and preference stock were all cancelled pursuant to the Company’s Plan of Reorganization.

10

     The Company discontinued payment of dividends on its preferred and preference stock in the fourth quarter of 2000, and accrued but unpaid dividends were cancelled as part of the Plan of Reorganization. These dividends were deducted from net income to calculate EPS for the quarter and nine months ended September 30, 2001. These dividends were not deducted from net income to calculate EPS for the first quarter of 2002 as a result of the Company’s bankruptcy petition filing on November 28, 2001.

Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which was adopted by the Company as of January 1, 2002. Under this standard, goodwill and other intangible assets with an indefinite life are no longer amortized but are reviewed at least annually for impairment. As of January 1, 2002, to give effect to the new standard, the Company recorded a goodwill write-down of $145 million as a cumulative effect of a change in method of accounting. The write-down results from applying the SFAS No. 142 requirement to evaluate goodwill using discounted cash flows rather than the undiscounted cash flow methodology prescribed by the previous standard. The elimination of future amortization of goodwill by SFAS No. 142 is expected to result in an annual increase to net income of approximately $6 million. Net income for the quarter and nine months ended September 30, 2001 would have been $1.6 million ($0.02 per share) and $4.7 million ($0.06 per share) higher, respectively, if SFAS No. 142 had been adopted as of January 1, 2001.

     In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 effectively prohibits gains or losses resulting from extinguishment of debt from being classified as extraordinary items. Any such gains or losses classified as extraordinary in a prior financial statement period must be reclassified. The new standard is effective for fiscal years beginning after May 15, 2002; however, early application is encouraged. The Company recorded an extraordinary gain of $154 million in the first quarter of 2002 on the extinguishment of debt resulting from the financial restructuring. The Company has chosen to adopt this standard early and accordingly, the extraordinary gain has been reclassified and is now included in the Consolidated Statement of Income as part of financial restructuring items.

Inventories (in thousands)

	Reorganized
	Company		Predecessor Company
	September 30,		December 31,		September 30,
	2002		2001		2001
Fresh produce	$	35,308	$	40,520	$	35,548
Processed food products		222,591		208,436		224,626
Growing crops		98,715		96,203		97,494
Materials, supplies and other		52,825		47,031		53,753
	$	409,439	$	392,190	$	411,421

11

Interim Accounting for Banana Sourcing and Logistics Fixed Costs

     During interim periods within a year, the Company expenses fixed costs associated with banana sourcing and logistics on a per box basis using estimated annual fixed costs and volume in order to recognize consistent fixed costs per box on a quarterly basis. As of September 30, 2002 and 2001, the Company had approximately $17 million and $14 million of these fixed costs deferred in other current assets, primarily resulting from higher first quarter minimum guaranteed payments to growers in connection with annual supply contracts. These interim period deferred balances are fully expensed by year-end.

Assets Held for Sale

     In September 2002, the Company reached an agreement to sell five ships used in the Fresh Produce business for $54 million, which approximates the carrying value of the ships. For the September 30, 2002 Consolidated Balance Sheet, these vessels were classified as assets held for sale in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The sale was completed in October 2002, and the proceeds from the sale were used to repay approximately $52 million of related debt.

Segment Information (in thousands)

     Financial information for the Company’s business segments is as follows:

		Reorganized		Predecessor		Reorganized
		Company		Company		Company		Predecessor Company
		Quarter		Quarter		Six Months		Quarter		Nine Months
		Ended		Ended		Ended		Ended		Ended
		Sept. 30,		Sept. 30,		Sept. 30,		March 31,		Sept. 30,
		2002		2001		2002		2002		2001
Net sales
	Fresh Produce	$	422,947	$	394,763	$	958,477	$	520,595	$	1,357,545
	Processed Foods		105,964		113,976		202,362		108,910		323,853
		$	528,911	$	508,739	$	1,160,839	$	629,505	$	1,681,398
Segment operating income
	Fresh Produce	$	133	$	3,166	$	60,785	$	41,132	$	66,405
	Processed Foods		3,145		1,724		3,007		1,252		1,307
		$	3,278	$	4,890	$	63,792	$	42,384	$	67,712

     Segment operating income in 2001 excludes third quarter charges and write-offs of $9 million for the closure of non-competitive farms that represented about 20% of the Company’s Armuelles, Panama banana production division.

		Reorganized
		Company		Predecessor Company
		Sept. 30,		Dec. 31,		Sept. 30,
		2002		2001		2001
Total assets
	Fresh Produce	$	1,426,238	$	1,806,736	$	1,871,243
	Processed Foods		365,919		455,756		494,890
		$	1,792,157	$	2,262,492	$	2,366,133

12

Hedging

     Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, was implemented by the Company on January 1, 2001. This standard requires the recognition of all derivatives on the balance sheet at fair value, and recognition of the resulting gains or losses as adjustments to net income or other comprehensive income (“OCI”). The effect of adopting SFAS No. 133 on the Company’s 2001 net income was not material.

     At September 30, 2002, the Company had euro-denominated forward contracts requiring the conversion of €90 million during the fourth quarter of 2002 at an average rate of 0.98 dollars per euro. The Company also had euro-denominated option contracts which ensure conversion of approximately €50 million in 2002 and €35 million in 2003 at average rates not lower than 0.86 dollars per euro. The Company had 3.5% Rotterdam barge fuel option contracts at September 30, 2002 that limit the average cost on approximately 16,000 metric tons of fuel oil to no more than $99 per metric ton in 2002. The combined fair value of the foreign currency forward and option contracts and the fuel option contracts at September 30, 2002 was approximately $1 million and was included in other current assets. The unrealized loss deferred in OCI at the end of the third quarter for these contracts, all of which is expected to be reclassified to net income in the next twelve months, was approximately $1 million. During the third quarter of 2002, the change in the fair value of all contracts relating to hedge ineffectiveness was not significant.

Comprehensive Income (Loss) (in thousands)

		Reorganized			Predecessor			Reorganized
		Company			Company			Company			Predecessor Company
		Quarter			Quarter			Six Months			Quarter			Nine Months
		Ended			Ended			Ended			Ended			Ended
		Sept. 30,			Sept. 30,			Sept. 30,			March 31,			Sept. 30,
		2002			2001			2002			2002			2001
Net income (loss)		$	(8,230	)	$	(38,223	)	$	39,484		$	(397,823	)	$	(45,083	)
Other comprehensive income
	Unrealized foreign currency translation gains (losses)		873			1,519			3,327			485			(2,765	)
	Changes in fair value of derivatives		(344	)		(5,733	)		(2,559	)		(1,200	)		(434	)
	(Income) losses reclassified from OCI into net income		1,249			(587	)		1,249			2,958			378
Comprehensive income (loss) before cumulative effect of adopting SFAS No. 133			(6,452	)		(43,024	)		41,501			(395,580	)		(47,904	)
Cumulative effect of adopting SFAS No. 133			—			—			—			—			(6,975	)
Comprehensive income (loss)		$	(6,452	)	$	(43,024	)	$	41,501		$	(395,580	)	$	(54,879	)

13

Pending Acquisition of German Distributor

     During the third quarter of 2002, the Company announced that it reached agreements to acquire substantially all the equity interests in Scipio GmbH & Co. (“Scipio”), a German limited partnership that owns Atlanta AG (“Atlanta”). Atlanta is the primary distributor of Chiquita products in Germany and Austria and has been the Company’s largest customer in Europe for many years. The transaction is subject to certain conditions, including regulatory approvals in certain European jurisdictions and satisfactory agreements with Atlanta’s and Chiquita’s lenders. Chiquita expects the acquisition to close in the first quarter 2003.

     Chiquita currently has a 5% equity interest in Scipio and loans receivable secured by pledges of substantially all the remaining equity interests in Scipio. Chiquita’s carrying value of these investments in Scipio was $47 million at September 30, 2002. Under terms of the acquisition agreements, the Company will exchange its interest in the loans for the underlying equity interests in Scipio. In addition, at September 30, 2002, Chiquita had trade receivables from Atlanta of approximately $33 million. Reference is made to the Company’s June 2002 Quarterly Report on Form 10-Q for a further description of the existing investments in Scipio.

14

Item 2

CHIQUITA BRANDS INTERNATIONAL, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operations – Third Quarter

     Net sales for the third quarter of 2002 increased $20 million to $529 million versus $509 million in last year’s third quarter, primarily due to favorable exchange rates, increased banana volume in Europe and increased volume of other fresh fruits in North America, partially offset by lower local banana pricing.

     The third quarter 2002 net loss was $8 million, or a $0.21 loss per share on 40 million new shares. In the third quarter of 2001, Chiquita had a net loss of $38 million, or a $0.56 loss per share on 74 million old shares outstanding prior to the Company’s financial restructuring in March 2002. The improvement in third quarter 2002 results was primarily due to a $34 million reduction in net interest, depreciation and amortization expense resulting from the financial restructuring.

     Operating income for the third quarter of 2002 was $3 million compared to a 2001 third quarter operating loss of $4 million. The third quarter 2001 operating loss included $9 million of charges for the closure of non-competitive farms that represented about 20% of the Company’s Armuelles, Panama banana production division. Third quarter 2002 operating income reflected a $20 million adverse effect from lower local banana pricing in European and North American markets and a $3 million charge for a tax settlement in Germany by Atlanta AG, the Company’s German distributor and equity investee. (See Notes to Consolidated Financial Statements – “Pending Acquisition of German Distributor” for further description of this equity investee.) These items were mostly offset by increased banana volume, the strengthening of major European currencies against the U.S. dollar and a $13 million reduction in depreciation and amortization expense.

     Net interest expense in the third quarter was $10 million, which was $21 million lower than the same period a year ago, due primarily to the significant reduction in parent company debt resulting from the Company’s financial restructuring. Subsidiary interest expense also declined due to lower interest rates and lower average debt outstanding.

     The Company’s effective tax rate is affected by the level and mix of income among various domestic and foreign jurisdictions in which the Company operates. Income tax expense for the third quarter of 2002 was higher than the prior year quarter primarily as a result of refinement of the Company’s method of calculating interim period income tax expense by jurisdiction. For the first quarter of 2002, income tax expense includes a $4 million benefit for a 2002 tax law that changed the calculation of the Company’s 2001 U.S. alternative minimum tax liability.

     Interim results for the Company are subject to significant seasonal variations and are not necessarily indicative of the results of operations for a full fiscal year. The Company’s results during the third and fourth quarters are generally weaker than in the first half of the year, due to availability of competing fruits and resulting lower banana prices.

15

     Fresh Produce

     Fresh Produce segment operating results were breakeven in the 2002 third quarter versus operating income of $3 million last year, which excludes 2001 charges of $9 million for the closure of non-competitive farms in the Armuelles, Panama banana production division. The negative effect of lower local banana pricing in European and North American markets and the Atlanta tax settlement were mostly offset by increased banana volume, the strengthening of major European currencies against the U.S. dollar and a $10 million reduction in depreciation and amortization expense.

     Core European average local banana prices for the third quarter were 8% lower than the prior year quarter, on 6% higher volume. The lower pricing occurred primarily in July as a continuation of the decline in pricing that occurred at the end of the second quarter, which resulted from the early appearance of competing summer fruits and the rapid decline of the dollar. In Central and Eastern Europe and Mediterranean countries, average local banana prices declined 6% on volume that was comparable to the 2001 third quarter.

     Third quarter 2002 results were favorably affected by $3 million due to foreign exchange. The benefit of $12 million on revenue conversions as a result of a stronger euro during the 2002 third quarter was partially offset by a $9 million earnings decline as a result of balance sheet translation of euro net assets. Euro exchange rates decreased from 0.99 at June 30, 2002 to 0.98 at September 30, 2002. In the prior year, the euro exchange rate moved favorably from 0.85 at June 30, 2001 to 0.91 at September 30, 2001.

     In North America, banana pricing for the 2002 third quarter was 8% lower than the third quarter of 2001, as volume increased 2% and the Company sold a greater proportion of its volume in spot markets.

     In the fourth quarter through October, core European market local pricing was approximately 10% lower in 2002 than in 2001. North America pricing in October was comparable to the prior year.

     In the Asia Pacific region, where the Company operates through joint ventures and has a relatively small presence, a 30% local banana price increase in Japan generated a $2 million earnings improvement in the quarter.

     The Company continues to experience losses in its Armuelles, Panama banana production division, which is not cost-competitive in world markets. There are current negotiations involving the Company, the government and the unions in Panama to reach an acceptable solution.

     Processed Foods

     Processed Foods segment operating income improved to $3 million in the 2002 third quarter from $2 million the same period a year ago. Slightly improved pricing and a $3 million reduction in depreciation and amortization expense were partially offset by higher unit costs, primarily as a result of a reduction in the 2001 harvest, and a 12% decline in volume. The volume decrease resulted principally from lower demand in the private-label category.

16

Operations – Year-to-Date

     The Company’s emergence from Chapter 11 bankruptcy proceedings in March 2002 resulted in a new reporting entity and the adoption of fresh start reporting. Generally accepted accounting principles do not permit combining the Reorganized Company results with those of the Predecessor Company. As such, the Consolidated Statement of Income does not present results for the nine months ended September 30, 2002. Because the income statement impact of fresh start reporting is primarily limited to depreciation and interest expense, and in order to provide investors with useful information, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and net sales are the two measures used to combine the results of the Predecessor Company for the three months ended March 31, 2002 and the Reorganized Company for the six months ended September 30, 2002, for purposes of comparing 2002 nine month results to 2001.

     For the nine months ended September 30, 2002, EBITDA before unusual items increased to $147 million from $135 million for the same period last year. On a year-to-date basis, higher sales volume and favorable exchange rates more than offset the effect of lower local banana pricing. Unusual items in 2002 occurred entirely in the first quarter and consisted of charges of $286 million related to the Company’s financial restructuring and $145 million for the cumulative effect of a change in method of accounting to adopt the new accounting standard for goodwill. For the nine months ended September 30, 2001, unusual items consisted of $6 million of financial restructuring costs and $9 million of third quarter charges related to the shutdown of certain farms in the Armuelles, Panama division.

     Net sales for the nine months ended September 30, 2002 increased 6% to $1.8 billion versus $1.7 billion last year, as favorable exchange rates, increased banana volume in Europe and increased volume of bananas and other fresh fruits in North America were partially offset by lower local banana pricing.

Financial Condition

Parent Company Debt Restructuring

     On March 19, 2002, CBII, a parent holding company without business operations of its own, completed its financial restructuring when its pre-arranged Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code became effective. The securities issued pursuant to the Plan and the fresh start accounting adjustments are described in “Parent Company Debt Restructuring” and “Financial Restructuring Items” in the Notes to Consolidated Financial Statements. The Plan will reduce Chiquita’s post-reorganization annual interest expense by approximately $60 million. In addition, due to the fresh start adjustments to property, plant and equipment, annual depreciation expense will decrease by approximately $40 million.

Other Liquidity and Capital Resources Information

     The Company believes that cash flow generated by operating subsidiaries, the reduction of interest expense provided by the financial restructuring, and its borrowing capacity provide sufficient cash reserves and liquidity to fund the Company’s working capital needs, capital expenditures and debt service requirements, including CBII’s New Notes.

     For the six months ended September 30, 2002 (the first six months of operations of the Reorganized Company), cash flow from operations was $97 million which includes the favorable effect of seasonal reductions of working capital.

17

     In September 2002, the Company reached an agreement to sell five ships for $54 million, which approximates the carrying value of the ships. For the September 30, 2002 Consolidated Balance Sheet, these vessels were classified as assets held for sale. The sale was completed in October 2002, and the proceeds from the sale were used to repay approximately $52 million of related debt. In addition, the Company intends to exercise purchase options on two vessels currently under operating leases. The Company anticipates the purchases will be completed no later than the first quarter of 2003. The purchase price is approximately $14 million for each ship, for which the Company has secured a bank financing commitment.

     The Company has announced its intention to close three vegetable canning plants and maintain their manufacturing capabilities through the expansion of other existing plants. The Company expects this project, which is designed to reduce costs and inventory levels and improve customer service, will result in severance and other plant closing costs of $3-5 million in the fourth quarter. The Company expects capital spending for its plant consolidation programs to total up to $36 million over the next two years, subject to bank approval.

     In March 2001, the Company’s operating subsidiary, Chiquita Brands, Inc. (“CBI”), obtained a three-year secured bank credit facility for up to $120 million to replace CBII’s expiring bank revolving credit agreement. This facility consisted of a term loan of $75 million and a revolving credit facility of $45 million. A portion of the proceeds of the term loan was used to repay $50 million of bank loans of certain Costa Rican farm subsidiaries. Interest on amounts outstanding under the facility was based on the bank corporate base rate plus 5%, subject to a minimum of 14% per annum. An annual facility fee of 2% of the total credit facility was also payable.

     In March 2002, this CBI facility was increased to $130 million, comprised of a $70 million term loan and a revolving credit facility of $60 million. Interest on borrowings under the amended facility is based on the prevailing LIBOR rates plus 3.75% or the bank corporate base rate plus 1% (at CBI’s option), subject to a minimum annual rate of 6%. The annual facility fee has been eliminated, and the Company paid an amendment fee of 5% of the total credit facility. Substantially all U.S. assets of CBI (except for those of subsidiaries, such as Chiquita Processed Foods, L.L.C. (“CPF”), with their own credit facilities) are pledged to secure the CBI credit facility. The CBI credit facility is also secured by liens on CBI’s trademarks as well as pledges of stock and guarantees by various subsidiaries worldwide. The facility contains covenants that limit the distribution of cash from CBI to CBII, the parent holding company, to amounts necessary to pay interest on the New Notes (provided CBI meets certain liquidity tests), income taxes and permitted CBII overhead. The facility also has covenants that require CBI to maintain certain financial ratios related to debt coverage and income, and that limit capital expenditures and investments. Beginning October 2002, monthly principal repayments of $1.2 million are scheduled on the term loan. As the term loan portion of the facility is repaid, capacity under the revolving credit portion of the facility increases by the amount of the term loan repayment. At October 31, 2002, $69 million of the term loan was outstanding. Under the revolving credit facility, no amounts were outstanding, $4 million of the revolving credit capacity had been used to issue letters of credit and $57 million was available for other purposes at October 31, 2002.

18

     CPF, the Company’s vegetable canning subsidiary, has a $135 million senior secured revolving credit facility. Interest under the facility is based on, at the Company’s option, either the bank corporate base rate or prevailing LIBOR rates. An annual fee of up to 1/2% is payable on the unused portion of the facility. This facility contains covenants that limit capital expenditures and the payment of dividends by CPF and require CPF to maintain certain financial ratios related to net worth and debt coverage. At October 31, 2002, approximately $100 million of borrowings were available to CPF for working capital purposes under this facility.

* * * * *

     This quarterly report contains certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita, including the impact of changes in the European Union banana import regime expected to occur in connection with the anticipated enlargement of the E.U. in 2004 and the anticipated conversion to a tariff-only regime in 2006, prices for Chiquita products, availability and costs of products and raw materials, currency exchange rate fluctuations, natural disasters and unusual weather conditions, operating efficiencies, labor relations, actions of governmental bodies, the continuing availability of financing, and other market and competitive conditions. 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 the Company undertakes no obligation to update any such statements.

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

     Reference is made to the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk Management” in the Company’s 2001 Annual Report to Shareholders. As of September 30, 2002, there were no material changes to the information presented.

Item 4 — Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

     Based on an evaluation, within 90 days prior to the date of this report, of the Company’s disclosure controls and procedures, the Company’s chief executive officer and chief financial officer concluded that the design and operation of these controls and procedures are effective.

(b) Changes in internal controls.

     There have been no significant changes in the Company’s internal controls, or in other factors that could significantly affect these controls, subsequent to the date of the most recent evaluation of these controls by these officers.

19

Part II — Other Information

Item 4 — Submission of Matters to a Vote of Security Holders

     In connection with the election of five directors for a one year term at the Company’s Annual Meeting of Shareholders held on August 2, 2002, proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The following votes (representing approximately 87% of the shares eligible to vote) were cast at that meeting:

	Votes
Name	For		Withheld
Morten Arntzen		34,554,952		73,049
Jeffrey D. Benjamin		34,550,970		77,031
Robert W. Fisher		34,555,011		72,990
Cyrus F. Freidheim, Jr.		34,554,546		73,455
Roderick M. Hills		34,551,899		76,102

No other matters were presented for action by shareholders at the meeting.

Item 6 — Exhibits and Reports on Form 8-K

(a)	Exhibit 10-a — 2002 Stock Option and Incentive Plan, conformed to incorporate amendments through September 4, 2002
	Exhibit 10-b — Form of Stock Appreciation Right Award and Agreement under the 2002 Stock Option and Incentive Plan with certain non-U.S. employees
	Exhibit 10-c — Amended and Restated Credit Agreement dated as of March 6, 2002 among Chiquita Brands, Inc., as Borrower, the Lenders designated therein, and Foothill Capital Corporation, as Administrative Agent and Wells Fargo Bank, National Association as Loan Arranger and Syndication Agent, conformed to incorporate changes made in First Amendment and Limited Waiver No. 2 dated as of August 13, 2002
	Exhibit 10-d — Chiquita Brands International, Inc. Capital Accumulation Plan, conformed to include amendments through October 22, 2001
(b)	The Company filed the following report on Form 8-K during the quarter ended September 30, 2002:
	August 14, 2002 (Item 9) – to furnish copies of certificates signed by the chief executive officer and chief financial officer of the Company, made pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and pursuant to the Securities and Exchange Commission Order No. 4-460.

20

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/ William A. Tsacalis William A. Tsacalis Vice President and Controller (Chief Accounting Officer)

November 13, 2002

21

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Cyrus F. Freidheim, Jr., certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Chiquita Brands International, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002

/s/ Cyrus F. Freidheim, Jr.
Title: Chief Executive Officer

22

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, James B. Riley, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Chiquita Brands International, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002

/s/ James B. Riley
Title: Chief Financial Officer

23 EX-10.A 3 l97060aexv10wa.txt EXHIBIT 10-A 2002 STOCK OPTION AND INCENTIVE PLAN EXHIBIT 10-a CHIQUITA BRANDS INTERNATIONAL, INC. 2002 STOCK OPTION AND INCENTIVE PLAN AS AMENDED THROUGH SEPTEMBER 4, 2002 CHIQUITA 2002 STOCK OPTION AND INCENTIVE PLAN TABLE OF CONTENTS I. PURPOSE................................................................ 1 II. DEFINITIONS............................................................ 1 III. ADMINISTRATION ..................................................... 5 3.1 The Committee..................................................... 5 3.2 Powers of the Committee........................................... 5 3.3 Guidelines ....................................................... 5 3.4 Delegation of Authority........................................... 5 3.5 Decisions Final................................................... 5 3.6 Award Agreements.................................................. 6 IV. SHARES SUBJECT TO PLAN.............................................. 6 4.1 Shares Available for Issuance of Awards........................... 6 4.2 Maximum Awards Per Participant.................................... 6 4.3 Re-Use of Shares.................................................. 6 4.4 Adjustment Provisions............................................. 6 V. CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC.......................... 7 5.1 Effect of Change of Control On Outstanding Awards................. 7 5.2 Termination of Employment After Change of Control................. 7 5.3 Merger, Consolidation, Etc........................................ 7 5.4 Applicability of Section V........................................ 7 VI. EFFECTIVE DATE AND DURATION OF PLAN................................. 7 6.1 Effective Date.................................................... 7 6.2 Duration of Plan.................................................. 7 VII. STOCK OPTIONS....................................................... 8 7.1 Grants............................................................ 8 7.2 Terms of Options.................................................. 8 7.3 Incentive Stock Options........................................... 9 7.4 Replacement Options............................................... 9 -i- VIII. RESTRICTED AND UNRESTRICTED STOCK AWARDS............................ 10 8.1 Grants of Restricted Stock Awards................................. 10 8.2 Terms and Conditions of Restricted Awards......................... 10 8.3 Unrestricted Stock Awards......................................... 10 IX. PERFORMANCE AWARDS..................................................... 10 9.1 Performance Awards................................................ 10 9.2 Terms and Conditions of Performance Awards........................ 11 X. STOCK APPRECIATION RIGHTS 10.1 Stock Appreciation Rights........................................ 11 10.2 Terms and Conditions of Stock Appreciation Rights............... 11 XI. TERMINATION OF AWARDS............................................... 12 11.1 Termination of Awards to Employees and Directors................. 12 11.2 Acceleration of Vesting and Extension of Exercise Period Upon Termination................................................................ 12 11.3 Buyout and Settlement of Awards.................................. 13 XII. TERMINATION OR AMENDMENT OF THIS PLAN............................... 13 12.1 Termination or Amendment......................................... 13 XIII. GENERAL PROVISIONS.................................................. 13 13.1 No Right to Continued Employment................................. 13 13.2 Awards to Persons Outside the United States...................... 13 13.3 Non-Transferability of Awards.................................... 13 13.4 Other Plans...................................................... 13 13.5 Unfunded Plan.................................................... 13 13.6 Withholding of Taxes............................................. 14 13.7 Reimbursement of Taxes........................................... 14 13.8 Governing Law.................................................... 14 13.9 Liability........................................................ 14 13.10 Successors....................................................... 14 -ii- CHIQUITA 2002 STOCK OPTION AND INCENTIVE PLAN SECTION I. PURPOSE The purpose of the Chiquita 2002 Stock Option and Incentive Plan (the "Plan") is to promote the long-term growth and financial success of Chiquita Brands International, Inc. (the "Company") and its subsidiaries by enabling the Company to compete successfully in attracting and retaining employees and directors (and consultants and advisors) of outstanding ability, stimulating the efforts of such persons to achieve the Company's long-range performance goals and objectives, and encouraging the identification of their interests with those of the Company's shareholders. SECTION II. DEFINITIONS For purposes of this Plan, the following terms shall have the following meanings: 2.1 "Advisor" means a person who provides bona fide advisory or consulting services to the Company or a Subsidiary and whose Shares subject to an Award are eligible for registration on Form S-8 under the Securities Act of 1933. 2.2 "Award" means any form of Stock Option, Restricted Stock Award, Unrestricted Stock Award, Performance Award, or Stock Appreciation Right granted under this Plan. 2.3 "Award Agreement" means a written agreement setting forth the terms of an Award. 2.4 "Award Date" or "Grant Date" means the date designated by the Committee as the date upon which an Award is granted. 2.5 "Award Period" or "Term" means the period beginning on an Award Date and ending on the expiration date of such Award. 2.6 "Board" means the Board of Directors of the Company. 2.7 "Cause" means a Participant's engaging in any of the following acts: (i) any type of disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, or dishonesty in the course of a Participant's employment or business relationship with the Company; or (ii) conviction of a felony or other crime involving a breach of trust or fiduciary duty owed to the Company; or (iii) unauthorized disclosure of trade secrets or confidential information of the Company; or (iv) a material breach of any agreement with the Company in respect of confidentiality, non-disclosure, non-competition or otherwise; or (v) any serious violation of Company policy that is materially damaging to the Company's interests. 2.8 "Change of Control" means the occurrence after the Effective Date of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than an Exempt Entity, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the total voting power of all of the Company's voting securities then outstanding ("Voting Shares"); (ii) on any date, the individuals who constituted the Company's Board at the beginning of the two-year period immediately preceding such date (together with any new directors whose election by the Company's Board, or whose nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (iii) immediately after a merger or consolidation of the Company or any Subsidiary of the Company with or into, or the sale or other disposition of all or substantially all of the Company's assets to, any other corporation (where pursuant to the terms of such transaction outstanding Awards are assumed by the surviving, resulting or acquiring corporation or new Awards are substituted therefor), the Voting Shares of the Company outstanding immediately prior to such transaction do not represent (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity or any parent thereof) more than 50% of the total voting power of the voting securities of the Company or surviving or acquiring entity or any parent thereof outstanding immediately after such merger or consolidation. 2.9 "Code" means the United States Internal Revenue Code of 1986, as amended, or any successor legislation. Reference to any particular section of the Code includes any successor amendments or replacements of such section. 2.10 "Committee" means the committee appointed by the Board and consisting of two or more Directors of the Company, each of whom shall be a "non-employee director" as defined in Rule 16b-3 and an "outside director" as defined in the regulations under Section 162(m) of the Code. 2.11 "Common Stock" means the Company's Common Stock, par value $.01 per share. 2.12 "Company" means Chiquita Brands International, Inc. 2.13 "Control" means the power to direct or cause the direction of the management and policies of a corporation or other entity. 2.14 "Director" means any person serving on the Board of Directors of the Company or any of its Subsidiaries who is not an Officer (or officer) or Employee of the Company or any Subsidiary. 2.15 "Disability" means a "permanent and total disability" within the meaning of Section 22(e)(3) of the Code, or in the case of an Employee, a disability which qualifies as a long-term disability under the Company's Long Term Disability insurance, or any other definition of disability adopted by the Committee. 2.16 "Effective Date" means March 19, 2002, the date upon which Company's Plan of Reorganization under Chapter 11 of the Bankruptcy Code became effective. -2- 2.17 "Eligible Person" means any person who is either an Employee, Director or Advisor. 2.18 "Employee" means (i) any officer or employee of the Company or a Subsidiary (including those employees on a temporary leave of absence approved by the Company or a Subsidiary); or (ii) any person who has received and accepted an offer of employment from the Company or a Subsidiary; or (iii) if approved by the Committee, a person who at the request of the Company or a Subsidiary accepts employment with any corporation or partnership in which the Company has a direct or indirect substantial interest. Solely for purposes of Section XI, unless otherwise determined by the Committee, a person specified in clause (iii) above shall be considered an employee of a Subsidiary. 2.19 "Exchange Act" means the Securities Exchange Act of 1934. 2.20 "Exempt Entity" means (i) an underwriter temporarily holding securities pursuant to an offering of such securities and (ii) the Company, any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries. 2.21 "Fair Market Value" means, as of any date, (i) the average of the highest and lowest quoted selling prices of a Share as reported on the New York Stock Exchange Composite Tape (or such other consolidated transaction reporting system on which the Shares are primarily traded) or, if the Shares were not traded on such day, then the next preceding day on which the Shares were traded, all as reported by such source as the Committee may select or (ii), if and to the extent specified by the Committee with respect to any particular Award, the average of the closing selling prices of a Share as so reported for a period of not more than 30 consecutive trading days as specified by the Committee. If the Shares are not traded on a national securities exchange or other market system, Fair Market Value shall be determined in the manner established by the Committee. 2.22 "Immediate Family" means any child, stepchild, grandchild, spouse, son-in-law or daughter-in-law and shall include adoptive relationships; provided, however, that if the Committee adopts a different definition of "immediate family" (or similar term) in connection with the transferability of Stock Options and SARs awarded under this Plan, such definition shall apply, without further action of the Board. 2.23 "Incentive Stock Option" means any Stock Option awarded under Section VII of this Plan intended to be and designated as an "Incentive Stock Option" within the meaning of Section 422 of the Code or any successor provision. 2.24 "Non-Qualified Stock Option" means any Stock Option awarded under Section VII of this Plan that is not an Incentive Stock Option. 2.25 "Officer" means a person who has been determined to be an officer of the Company under Rule 16a-1(f) in a resolution adopted by the Board and, for purposes of Sections 11.1(a) and 11.2 shall also mean any other person who has been elected an officer of the Company by the Board (other than a person who has been elected solely as an assistant officer). 2.26 "Option Price" or "Exercise Price" means the price per share at which Common Stock may be purchased upon the exercise of an Option or an Award. 2.27 "Participant" means an Eligible Person to whom an Award has been made pursuant to this Plan. 2.28 "Performance Award" means an Award granted pursuant to Section IX. 2.29 "Reference Price" with respect to an SAR means the dollar amount determined by the Committee at the time of Grant except that no SAR may be granted to an Officer with a Reference Price less than 100% of the Fair Market Value of a Share on the Grant Date. -3- 2.30 "Replacement Option" means a Non-Qualified Stock Option granted pursuant to Section 7.4 upon the exercise of a Stock Option granted pursuant to the Plan where the Option Price is paid with previously owned shares of Common Stock. 2.31 "Restricted Stock" means those shares of Common Stock issued pursuant to a Restricted Stock Award which are subject to the restrictions set forth in the related Award Agreement. 2.32 "Restricted Stock Award" means an award of a fixed number of Shares to a Participant which is subject to forfeiture provisions and other conditions set forth in the Award Agreement. 2.33 "Retirement" means any termination of an Employee's employment with, or a Director's service on the Board of, the Company or a Subsidiary (in each case other than by death, Disability or for Cause) by an Employee or a Director who is (i) at least 65 years of age or (ii) at least 55 years of age with at least 10 years of employment with, or service on the Board of, the Company or a Subsidiary. 2.34 "Rule 16b-3" and "Rule 16a-1(f)" mean Rules 16b-3 and 16a-1(f) under the Exchange Act or any corresponding successor rules or regulations. 2.35 "Share" means one share of the Company's Common Stock. 2.36 "Stock Appreciation Right" or "SAR" means the right to receive, for each unit of the SAR, cash and/or shares of Common Stock equal in value to the excess of the Fair Market Value of one Share on the date of exercise of the SAR over the Reference Price of the SAR. 2.37 "Stock Option" or "Option" means the right to purchase shares of Common Stock (including a Replacement Option) granted pursuant to Section VII of this Plan. 2.38 "Subsidiary" means any corporation, partnership, joint venture, or other entity (i) of which the Company owns or controls, directly or indirectly, 25% or more of the outstanding voting stock (or comparable equity participation and voting power) or (ii) which the Company otherwise Controls (by contract or any other means); except that when the term "Subsidiary" is used in the context of an award of an Incentive Stock Option, the term shall have the same meaning given to it in the Code. 2.39 "Transfer" means alienation, attachment, sale, assignment, pledge, encumbrance, charge or other disposition; and the terms "Transferred" or "Transferable" have corresponding meanings. 2.40 "Unrestricted Stock Award" means an Award granted pursuant to Section 8.3. 2.41 "Vest" means, in the case of any Award to become exercisable or become free of restrictions solely as a result of either (i) the passage of required time periods specified under the terms of the Award ("Passage of Time Criteria") or (ii) the inapplicability of Passage of Time Criteria due to a Change of Control or a termination of employment or service as a Director pursuant to the provisions of Section XI. For purposes of this Plan, "Vest" does not refer to an Award becoming exercisable or free of restrictions due to the attainment of performance criteria or any other criteria not solely related to the passage of time ("Other Criteria"). An Award whose terms specify Other Criteria that have not been fully satisfied at the time of a Change of Control or termination of employment or service will not Vest (unless otherwise determined by the Committee or specifically provided by such terms) as a result of such Change of Control or termination (even if the terms of such Award contain Passage of Time Criteria in addition to, in combination with, or as an alternative to such Other Criteria). -4- SECTION III. ADMINISTRATION 3.1 THE COMMITTEE. This Plan shall be administered and interpreted by the Committee, except that any function of the Committee also may be performed by the Board. Actions of the Committee may be taken by a majority of its members at a meeting or by the unanimous written consent of all of its members without a meeting. 3.2 POWERS OF THE COMMITTEE. The Committee shall have the power and authority to operate, manage and administer the Plan on behalf of the Company, which includes, but is not limited to, the power and authority: (i) to grant to Eligible Persons one or more Awards consisting of any or a combination of Stock Options, Restricted Stock, Unrestricted Stock, Performance Awards, and Stock Appreciation Rights; (ii) to select the Eligible Persons to whom Awards may be granted; (iii) to determine the types and combinations of Awards to be granted to Eligible Persons; (iv) to determine the number of Shares or units which may be subject to each Award; (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award (including, but not limited to, the term, price, exercisability, method of exercise and payment, any restriction or limitation on transfer, any applicable performance measures or contingencies, any vesting schedule or acceleration, or any forfeiture provisions or waiver, regarding any Award) and the related Shares, based on such factors as the Committee shall determine; and (vi) to modify or waive any restrictions, contingencies or limitations contained in, and grant extensions to the terms or exercise periods of, or accelerate the vesting of, any outstanding Awards as long as such modifications, waivers, extensions or accelerations are not inconsistent with the terms of the Plan, but no such changes shall impair the rights of any Participant without his or her consent. 3.3 GUIDELINES. The Committee will have the authority and discretion to interpret the Plan and any Awards granted under the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any related Award Agreement in the manner and to the extent it deems necessary to carry the Plan into effect. 3.4 DELEGATION OF AUTHORITY. The Committee may delegate to one or more of the Company's Officers or (in the case of ministerial duties only) other employees all or any portion of the Committee's authority, powers, responsibilities and administrative duties under the Plan, with such conditions and limitations as the Committee shall prescribe in writing; provided, however, that only the Committee is authorized to grant Awards to, or make any decisions with respect to Awards granted to, Officers. A record of all actions taken by any Officer to whom the Committee has delegated a portion of its powers or responsibilities shall be filed with the minutes of the meetings of the Committee and shall be made available for review by the Committee upon request. -5- 3.5 DECISIONS FINAL. Any action, decision, interpretation or determination by or at the direction of the Committee (or of any person acting under a delegation pursuant to Section 3.4) concerning the application or administration of the Plan shall be final and binding upon all persons and need not be uniform with respect to its determination of recipients, amount, timing, form, terms or provisions of Awards. 3.6 AWARD AGREEMENTS. Each Award under the Plan shall be evidenced by an Award Agreement substantially in the form approved by the Committee from time to time. SECTION IV. SHARES SUBJECT TO PLAN 4.1 SHARES AVAILABLE FOR ISSUANCE OF AWARDS. Subject to adjustment as provided in Section 4.4, the aggregate number of Shares which may be issued under this Plan shall not exceed 5,925,926 Shares. As determined from time to time by the Committee, the Shares available under this Plan for grants of Awards may consist either in whole or in part of authorized but unissued Shares or Shares which have been reacquired by the Company following original issuance. The aggregate number of Stock Appreciation Right units granted under this Plan shall not exceed 500,000. 4.2 MAXIMUM AWARDS PER PARTICIPANT. The number of shares covered by Options, together with the number of SAR units, granted to any one individual shall not exceed 2,000,000 during any one calendar-year period. 4.3 RE-USE OF SHARES. If any Award granted under this Plan shall expire, terminate or be forfeited or canceled for any reason before it has vested or been exercised in full, the number of unissued or undelivered Shares subject to such Award shall again be available for future grants. The Committee may make such other determinations regarding the counting of Shares issued pursuant to this Plan as it deems necessary or advisable, provided that such determinations shall be permitted by law. 4.4 ADJUSTMENT PROVISIONS. (A) ADJUSTMENT FOR CHANGE IN CAPITALIZATION. If the Company shall at any time change the number of issued Shares without new consideration to the Company (such as by stock dividend, stock split, recapitalization, reorganization, exchange of shares, liquidation, combination or other change in corporate structure affecting the Shares) or make a distribution to shareholders of cash or property, which in the Committee's sole judgment, has a substantial impact on the value of outstanding Shares, then the numbers of Shares and SAR units specified in Sections 4.1 and 4.2, the numbers of Shares or SAR units covered by each outstanding Award, and, if applicable, the Option Price, Reference Price, or performance goals for each outstanding Award shall be proportionately adjusted in such manner as the Committee in its sole judgment determines to be equitable and appropriate. (B) OTHER EQUITABLE ADJUSTMENTS. Notwithstanding any other provision of the Plan, and without affecting the number of Shares or SAR units reserved or available hereunder, the Committee may authorize the issuance, continuation or assumption of Awards or provide for equitable adjustments or changes in the terms of Awards, in connection with any merger, consolidation, sale of assets, acquisition of property or stock, recapitalization, reorganization or similar occurrence in which the Company is the continuing or surviving corporation, upon such terms and conditions as it may deem equitable and appropriate. -6- SECTION V. CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC. 5.1 EFFECT OF CHANGE OF CONTROL ON OUTSTANDING AWARDS. In the event of, and upon a Change of Control, all Awards outstanding on the date of such Change of Control shall become fully (100%) Vested. 5.2 TERMINATION OF EMPLOYMENT AFTER CHANGE OF CONTROL. In the event that an Employee's employment by the Company or a Subsidiary is terminated by the Company or such Subsidiary for any reason, other than for Cause, within one (1) year after a Change of Control, all of the outstanding Vested Stock Options and SARs held by such Employee on the date of termination of employment shall be exercisable for a period ending on the earlier to occur of the first anniversary of the date of termination or the respective Expiration Dates of such Stock Options and SARs. 5.3 MERGER, CONSOLIDATION, ETC. In the event that the Company shall, pursuant to action by its Board of Directors, propose to (i) merge into, consolidate with, sell or otherwise dispose of all or substantially all of its assets, to another corporation or other entity and provision is not made pursuant to the terms of such transaction for the assumption by the surviving, resulting or acquiring corporation of outstanding Awards under the Plan, or the substitution of new Awards therefor, or (ii) dissolve or liquidate, then (A) the Committee shall cause written notice of such proposed transaction to be given to each Participant not less than 30 days prior to the anticipated date of such proposed transaction, and (B) all outstanding Awards that are not so assumed or substituted for shall become fully (100%) Vested immediately prior, but subject, to actual consummation of the transaction. Prior to a date specified in the notice, which shall not be more than 3 days prior to the consummation of such transaction, each Participant shall have the right to exercise all Stock Options and SARs held by such Participant that are not so assumed or substituted for on the following basis: (i) such exercise shall be conditioned on consummation of such transaction, (ii) such exercise shall be effective immediately prior to the consummation of such transaction, and (iii) the Option Price for any such Stock Options shall not be required to be paid until 7 days after written notice by the Company to the Participant that such transaction has been consummated. If such transaction is consummated, each Stock Option and SAR, to the extent not previously exercised prior to the date specified in the foregoing notice of proposed transaction, shall terminate upon the consummation of such transaction. If such transaction is abandoned, (a) any and all conditional exercises of Stock Options and SARs in accordance with this Section 5.3 shall be deemed annulled and of no force or effect and (b) to the extent that any Award shall have Vested solely by operation of this Section 5.3, such Vesting shall be deemed annulled and of no force or effect and the Vesting provisions of such Award shall be reinstated. 5.4 APPLICABILITY OF SECTION V. The provisions of Section V shall apply to all Awards granted under the Plan, unless and to the extent that the Committee expressly provides otherwise in the terms of an Award at the time it is granted. SECTION VI. EFFECTIVE DATE AND DURATION OF PLAN 6.1 EFFECTIVE DATE. This Plan shall become effective on the Effective Date. 6.2 DURATION OF PLAN. The Plan shall continue in effect indefinitely until terminated by the Board pursuant to Section XII. Notwithstanding the continued effectiveness of this Plan, no Incentive Stock Option shall be granted under this Plan on or after the tenth anniversary of the effective date of the Plan. -7- SECTION VII. STOCK OPTIONS 7.1 GRANTS. Stock Options may be granted alone or in addition to other Awards granted under this Plan. Each Option granted shall be designated as either a Non-Qualified Stock Option or an Incentive Stock Option. One or more Stock Options may be granted to any Eligible Person, except that only Non-Qualified Stock Options may be granted to any Director of or Advisor to the Company. 7.2 TERMS OF OPTIONS. Except as otherwise required by Sections 7.3 and 7.4, Options granted under this Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem desirable: (A) OPTION PRICE. The Option Price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant, except that no Stock Option may be granted to an Officer, and no Incentive Stock Option may be granted to any Eligible Person, for an Option Price less than 100% of Fair Market Value on the Grant Date. (B) OPTION TERM. The Term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after its Award Date. (C) EXERCISABILITY. A Stock Option shall be exercisable at such time or times and subject to such terms and conditions as shall be specified in the Award Agreement; provided, however, that an Option may not be exercised as to less than one hundred (100) Shares at any time unless the number of Shares for which the Option is exercised is the total number available for exercise at that time under the terms of the Option. (D) METHOD OF EXERCISE. Stock Options may be exercised in whole or in part at any time during the Option Term by giving written notice of exercise to the Company specifying the number of Shares to be purchased. Such notice shall be accompanied by payment in full of the Option Price in cash unless some other form of consideration is approved by the Committee at or after the grant. Payment in full or in part also may be made in the form of Shares of Common Stock owned by the Participant for at least six (6) months prior to exercise, which Shares shall be valued at the Fair Market Value of the Common Stock on the Exercise Date. (E) CASHLESS EXERCISE. A Participant may elect to pay the Exercise Price upon the exercise of an Option by authorizing a broker to sell all or a portion of the Shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. (F) NON-TRANSFERABILITY OF OPTIONS. Stock Options shall be Transferable only to the extent provided in Section 13.3 of this Plan. (G) TERMINATION. Stock Options shall terminate in accordance with Section XI of this Plan. (H) BUYOUT AND SETTLEMENT PROVISIONS. The Committee may at any time offer to buy out an Option previously granted, based on such terms and conditions as the Committee shall establish. The Committee may also substitute new Stock Options for previously granted Stock Options having higher Option Prices than the new Stock Options being substituted therefor. -8- 7.3 INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be subject to the following terms and conditions: (A) AWARD AGREEMENT. Any Award Agreement relating to an Incentive Stock Option shall contain such terms and conditions as are required for the Option to be an "incentive stock option" as that term is defined in Section 422 of the Code. (B) TEN PERCENT SHAREHOLDER. An Incentive Stock Option shall not be awarded to any person who, at the time of the Award, owns or is deemed to own (by reason of attribution rules of Section 424(d) of the Code) Shares possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its parent, and its Subsidiaries. (C) QUALIFICATION UNDER THE CODE. Notwithstanding anything in this Plan to the contrary, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code, or, without the consent of an affected Participant, to disqualify any Incentive Stock Option under Section 422 of the Code, except as may result in the event of a Change of Control. (D) NOTIFICATION OF DISQUALIFYING DISPOSITION. Each Award Agreement with respect to an Incentive Stock Option shall require the Participant to notify the Company of any disposition of Shares of Common Stock issued pursuant to the exercise of such Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), within ten (10) days of such disposition. 7.4 REPLACEMENT OPTIONS. The Committee may provide at the time of grant that an Option shall include the right to acquire a Replacement Option upon the exercise of such Option (in whole or in part) prior to an Employee's termination of employment if the payment of the Option Price is paid in Shares. In addition to any other terms and conditions the Committee deems appropriate, the Replacement Option shall be subject to the following terms: (A) NUMBER OF SHARES. The number of Shares subject to the Replacement Option shall not exceed the number of whole Shares used to satisfy the Option Price (whether by delivery of Shares to the Company or by reduction of Shares otherwise deliverable to the Participant on exercise) of the original Option and the number of whole Shares, if any, used to satisfy the payment for withholding taxes (whether by such delivery or such reduction) in accordance with Section 13.6. (B) GRANT DATE. The Replacement Option Grant Date will be the date of the exercise of the original Option. (C) OPTION PRICE. The Option Price per share shall be the Fair Market Value of a Share on the Replacement Option Grant Date. (D) VESTING. The Replacement Option shall be exercisable no earlier than one (1) year after the Replacement Option Grant Date. (E) TERM. The Term of the Replacement Option will not extend beyond the Term of the original Option. (F) NON-QUALIFIED. The Replacement Option shall be a Non-Qualified Stock Option. -9- SECTION VIII. RESTRICTED AND UNRESTRICTED STOCK AWARDS 8.1 GRANTS OF RESTRICTED STOCK AWARDS. The Committee may, in its discretion, grant one or more Restricted Stock Awards to any Eligible Person. Each Restricted Stock Award shall specify the number of Shares to be issued to the Participant, the date of such issuance, the price, if any, to be paid for such Shares by the Participant and the restrictions imposed on such Shares. The Committee may grant Awards of Restricted Stock subject to the attainment of specified performance goals, continued employment or such other limitations or restrictions as the Committee may determine. 8.2 TERMS AND CONDITIONS OF RESTRICTED AWARDS. Restricted Stock Awards shall be subject to the following provisions: (A) ISSUANCE OF SHARES. Shares of Restricted Stock may be issued immediately upon grant or upon vesting as determined by the Committee. (B) STOCK POWERS AND CUSTODY. If shares of Restricted Stock are issued immediately upon grant, the Committee may require the Participant to deliver a duly signed stock power, endorsed in blank, relating to the Restricted Stock covered by such an Award. The Committee may also require that the stock certificates evidencing such Shares be held in custody by the Company until the restrictions on them shall have lapsed. (C) SHAREHOLDER RIGHTS. Unless otherwise determined by the Committee at the time of grant, Participants receiving Restricted Stock Awards shall not be entitled to dividend or voting rights for the Restricted Shares until they are fully vested. 8.3 UNRESTRICTED STOCK AWARDS. The Committee may make Awards of unrestricted Common Stock to (i) Eligible Persons in recognition of outstanding achievements or contributions by such persons or (ii) Directors for service on the Board. Unrestricted Shares issued under this Section 8.3 may be issued for no cash consideration. SECTION IX. PERFORMANCE AWARDS 9.1 PERFORMANCE AWARDS. The Committee may, in its discretion, grant Performance Awards to Eligible Persons in accordance with the following terms and conditions: (A) GRANT. A Performance Award shall consist of the right to receive either (i) Common Stock or cash of an equivalent value, or a combination of both, at the end of a specified Performance Period (defined below) or (ii) a fixed-dollar amount payable in cash or Shares, or a combination of both, at the end of a specified Performance Period. The Committee shall determine the Eligible Persons to whom and the time or times at which Performance Awards shall be granted, the number of Shares or the amount of cash to be awarded to any person, the duration of the period (the "Performance Period") during which, and the conditions under which, a Participant's Performance Award will vest, and the other terms and conditions of the Performance Award in addition to those set forth in Section 9.2. (B) CRITERIA FOR AWARDS. The Committee may condition the grant or vesting of a Performance Award upon the attainment of specified performance goals, including, but not limited to, appreciation in the Fair Market Value, book value or other measure of value of the Common Stock, the performance of the Company based on earnings or cash flow. -10- 9.2 TERMS AND CONDITIONS OF PERFORMANCE AWARDS. Performance Awards granted pursuant to this Section IX shall be subject to the following terms and conditions: (A) DIVIDENDS. Unless otherwise determined by the Committee at the time of the grant of the Award, amounts equal to any dividends declared during the Performance Period with respect to any Shares covered by a Performance Award will not be paid to the Participant. (B) PAYMENT. Subject to the provisions of the Award Agreement and this Plan, at the expiration of the Performance Period, share certificates, cash or both (as the Committee may determine) shall be delivered to the Participant, or his or her legal representative or guardian, in a number or an amount equal to the vested portion of the Performance Award. (C) NON-TRANSFERABILITY. Performance Awards shall not be Transferable except in accordance with the provisions of Section 13.3 of this Plan. (D) TERMINATION OF EMPLOYMENT. Subject to the applicable provisions of the Award Agreement and this Plan, upon termination of a Participant's employment with the Company or a Subsidiary for any reason during the Performance Period for a given Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee. SECTION X. STOCK APPRECIATION RIGHTS 10.1 STOCK APPRECIATION RIGHTS. The Committee may, in its discretion, grant Stock Appreciation Rights. Any Stock Appreciation Right granted shall be for a specified number of units and have such terms and conditions, not inconsistent with this Plan, as are established by the Committee in connection with the Award. Unless otherwise determined by the Committee, Stock Appreciation Rights may be granted only to Eligible Persons residing in jurisdictions outside the United States to whom, in the Committee's judgment, it is not practicable to grant Stock Options due to the tax and other laws and regulations of such jurisdictions. 10.2 TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights granted pursuant to this Section X shall be subject to the following terms and conditions: (A) TERM: The term of each Stock Appreciation Right shall be fixed by the Committee, but no Stock Appreciation Right shall be exercisable more than ten (10) years after its Award Date. (B) EXERCISE: A Stock Appreciation Right shall be exercisable at such time or times and subject to such terms and conditions as shall be specified in the Award Agreement. (C) DISTRIBUTION: The Committee shall determine in its sole discretion, at or after the Grant Date, the form of property deliverable to the holder upon exercise of an SAR, which may be Shares, cash, or a combination of the two. Shares so deliverable shall be valued at their Fair Market Value on the date of the SAR's exercise. (D) NON-TRANSFERABILITY AND TERMINATION. SARs shall be Transferable only to the extent provided in Section 13.3 of this Plan and shall terminate in accordance with Section XI of this Plan. -11- SECTION XI. TERMINATION OF AWARDS 11.1 TERMINATION OF AWARDS TO EMPLOYEES AND DIRECTORS. Subject to the provisions of Section 11.2, all Awards issued to Employees and Directors under this Plan shall terminate as follows: (A) TERMINATION BY DEATH, DISABILITY OR RETIREMENT. Unless otherwise determined by the Committee at the time of grant, if an Employee's employment by, or a Director's service on the board of, the Company or a Subsidiary terminates by reason of death, Disability or Retirement, any Awards held by such Participant shall become fully Vested and, in the case of Stock Options and SARs, may thereafter be exercised by the Participant or by the Participant's beneficiary or legal representative, for a period of three (3) years (or such longer period as the Committee or, except in the case of Participants who are Officers, the Chief Executive Officer of the Company may specify at or after grant) after the date of such termination of employment or service or until the expiration of the stated term of such Award, whichever period is shorter. (B) TERMINATION FOR CAUSE. If an Employee's employment by, or a Director's service on the board of, the Company or a Subsidiary is terminated for Cause, or if after such termination such Participant engages in any act which would have warranted a termination of such employment or service for Cause, such Participant shall forfeit all of his or her rights to any outstanding Awards which have not been exercised and all of such unexercised Awards shall terminate upon the earlier to occur of the date of termination of such employment or service or the date upon which the Participant has engaged in any of the conduct described as justifying such a termination for Cause. (C) OTHER TERMINATION. Unless otherwise determined by the Committee at the time of grant, if an Employee's employment by, or a Director's service on the board of, the Company or a Subsidiary terminates for any reason other than death, Disability, Retirement, or for Cause, all of such Participant's Vested or otherwise exercisable Stock Options and SARs will terminate on the earlier to occur of the stated expiration date of the Awards or ninety (90) calendar days after such termination of employment or service. If a Participant dies during the ninety (90) day period following the termination of the employment or directorship, any unexercised Award held by the Participant shall be exercisable, to the full extent that such Award was exercisable at the time of death, for a period of one (1) year from the date of death or until the expiration of the stated term of the Award, whichever occurs first. 11.2 ACCELERATION OF VESTING AND EXTENSION OF EXERCISE PERIOD UPON TERMINATION. Upon the termination of a Participant's employment or directorship with the Company or any of the Company's Subsidiaries, excluding, however, any Participant who has been terminated for Cause, either the Committee or, unless the Committee determines otherwise, the Chief Executive Officer may in its or his sole discretion: (A) ACCELERATE THE VESTING of, or otherwise cause to be exercisable or free of restrictions, all or part of any Awards held by such terminated Participant so that such Awards will be fully or partially exercisable as of the date of termination of employment or such other date as the Committee or Chief Executive Officer may choose; and (B) EXTEND THE EXERCISE PERIOD of all or part of any Stock Options and SARs held by such terminated Participant for up to five years from the date of termination (whether such termination was because of death, Disability, Retirement or otherwise) but in no event longer than the original expiration date of such Award; provided, however, that no person or entity other than the Committee shall have the authority or discretion to accelerate the Vesting of, otherwise cause to be exercisable or free of restrictions, or extend the exercise period of, any Award granted to an Officer or Director of the Company. -12- 11.3 BUYOUT AND SETTLEMENT OF AWARDS. The Committee may at any time offer to buy out an Award (of any type or kind) previously granted, based on such terms and conditions as the Committee shall establish. The Committee may also substitute new Awards for previously granted Awards with the new Awards containing different terms and conditions, including different exercise prices, than those contained in the Awards being replaced. SECTION XII. TERMINATION OR AMENDMENT OF THIS PLAN 12.1 TERMINATION OR AMENDMENT. The Board may at any time, amend, in whole or in part, any or all of the provisions of this Plan, or suspend or terminate it entirely; provided, however, that, unless otherwise required by law, the rights of a Participant with respect to any Awards granted prior to such amendment, suspension or termination may not be impaired without the consent of such Participant. In addition, no amendment may be made without first obtaining shareholder approval if such amendment would increase the maximum number of Shares which may be granted to any individual Participant, or increase the total number of Shares available for issuance under this Plan. SECTION XIII. GENERAL PROVISIONS 13.1 NO RIGHT TO CONTINUED EMPLOYMENT. The adoption of this Plan and the granting of Awards hereunder shall not confer upon any Employee the right to continued employment nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment or directorship, respectively, of any Employee at any time. 13.2 AWARDS TO PERSONS OUTSIDE THE UNITED STATES. To the extent necessary or appropriate to comply with foreign law or practice, the Committee may, without amending this Plan: (i) establish special rules applicable to Awards granted to Eligible Persons who are either or both foreign nationals or employed outside the United States, including rules that differ from those set forth in this Plan, and (ii) grant Awards to such Eligible Persons in accordance with those rules. 13.3 NON-TRANSFERABILITY OF AWARDS. Except as otherwise provided by the Committee at or after grant, no Award or benefit payable under this Plan shall be Transferable by the Participant during his or her lifetime, nor may it be assigned, exchanged, pledged, transferred or otherwise encumbered or disposed of except by will or the laws of descent and distribution; and no Award shall be exercisable by anyone other than the Participant or the Participant's guardian or legal representative during such Participant's lifetime. The Committee may in its sole discretion permit a Participant to transfer a Non-Qualified Stock Option or SAR for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of the Participant's Immediate Family or to a partnership or limited liability company for one or more members of the Participant's Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to such Award. 13.4 OTHER PLANS. In no event shall the value of, or income arising from, any Awards issued under this Plan be treated as compensation for purposes of any pension, profit sharing, life insurance, disability or other retirement or welfare benefit plan now maintained or hereafter adopted by the Company or any Subsidiary, unless such plan specifically provides to the contrary. 13.5 UNFUNDED PLAN. This Plan is not a "Retirement Plan" or "Welfare Plan" under the Employee Retirement Income Security Act of 1974, as amended. This Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. This Plan shall not establish any fiduciary relationship between the Company and any Participant or any other person. To the extent -13- any person holds any rights by virtue of an Award granted under this Plan, such rights shall be no greater than the rights of an unsecured general creditor of the Company. 13.6 WITHHOLDING OF TAXES. The Company shall have the right to deduct from any payment to be made pursuant to this Plan, or to otherwise require, prior to the issuance or delivery of any Shares or the payment of any cash to a Participant, payment by the Participant of any Federal, state, local or foreign taxes which the Company reasonably believes are required by law to be withheld. The Committee may permit all or a portion of any such withholding obligation (not exceeding the minimum amount required to be so withheld) to be satisfied by reducing the number of shares otherwise deliverable or by accepting the delivery of Shares previously owned by the Participant, which Shares shall be valued at the Fair Market Value of the Common Stock on the exercise date. Any fraction of a Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant. The Company may also withhold from any future earnings of salary, bonus or any other payment due to the Participant the amount necessary to satisfy any outstanding tax obligations related to the grant or exercise of any Award granted pursuant to this Plan. 13.7 REIMBURSEMENT OF TAXES. The Committee may provide in its discretion that the Company may reimburse a Participant for Federal, state, local and foreign tax obligations incurred as a result of the grant or exercise of an Award issued under this Plan. 13.8 GOVERNING LAW. This Plan and all actions taken in connection with it shall be governed by the laws of the State of Ohio, without regard to the principles of conflict of laws. 13.9 LIABILITY. No employee of the Company nor member of the Committee or the Board shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Award granted hereunder and, to the fullest extent permitted by law, all employees and members of the Committee and the Board shall be indemnified by the Company for any liability and expenses which they may incur through any claim or cause of action arising under or in connection with this Plan or any Awards granted under this Plan. 13.10 SUCCESSORS. All obligations of the Company under this Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business, stock, and/or assets of the Company. -14- EX-10.B 4 l97060aexv10wb.txt EXHIBIT 10-B 2002 STOCK OPTION AND INCENTIVE PLAN EXHIBIT 10-B CHIQUITA BRANDS INTERNATIONAL, INC. 2002 STOCK OPTION AND INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AND AGREEMENT Congratulations! You have been awarded stock appreciation rights under the Chiquita 2002 Stock Option and Incentive Plan (the "Plan"). This award offers you an opportunity to share in the Company's long-term growth by giving you the right over the next ten years to receive a benefit, payable in shares of the Company's Common Stock (or cash or a combination of both), equal to the difference between the market value of the Common Stock when you exercise the stock appreciation rights and the Reference Price listed below. Please read this Agreement carefully and return one copy as requested below. Unless otherwise provided in this Agreement, capitalized terms have the meanings specified in the Plan. GRANT: Chiquita Brands International, Inc., a New Jersey corporation ("Company"), hereby awards you (the Grantee named below) a Stock Appreciation Right ("SAR") for the number of units ("Units") and at the Reference Price set forth below, subject to the following terms and conditions:

GRANTEE: NO. OF UNITS: REFERENCE PRICE: GRANT DATE: - -------- ------------- ---------------- -----------

VESTING: This SAR vests between the Grant Date and January 1, 2006, with 25% of the total number of Units vesting (becoming exercisable) on January 1 in each of 2003, 2004, 2005, and 2006 or, if earlier, upon a Change of Control of the Company; provided that you have remained continuously employed by the Company or any of its Subsidiaries through the applicable vesting date. Notwithstanding the foregoing, you may elect, by filing a written election with the Company prior to the date of a Change of Control, to waive all or a portion of your rights to vest in this SAR by reason of the Change of Control. If your Employee status terminates because of your death, Disability or Retirement, all the Units covered by this SAR will vest on your termination of employment. TERM: This SAR expires 10 years from the Grant Date set forth above. If your Employee status terminates prior to the expiration date, this SAR will terminate as specified in the Plan. EXERCISE: In order to exercise this SAR, you must deliver to the Company a written notice indicating the number of Units being exercised. You must exercise this SAR for at least 100 Units, unless the total number of vested Units covered by this SAR is less than 100, in which case you must exercise this SAR for all then-vested Units. Upon exercise, you will be entitled to receive, for each Unit, a benefit equal to the excess of the Fair Market Value of one Share on the date of exercise of this SAR over the Reference Price of this SAR (the "Spread"). Unless otherwise determined by the Committee, the form of property distributable to you in payment of the Spread (net of any taxes and social security contributions withheld) shall be Shares; however, the Committee may determine (whether at the time you exercise all or any portion of this SAR or at any time prior to exercise), in its sole discretion, to pay all or a portion of the Spread in cash rather than Shares. Any Shares so deliverable shall be valued at their Fair Market Value on the date of exercise of this SAR. Before exercise of this SAR and delivery to you of a certificate representing such Shares, you will have no rights as a stockholder with respect to any Shares which may be distributable to you upon exercise. TAXES: You must pay all applicable U.S. federal, state, local and any foreign taxes resulting from the grant or vesting of this SAR or the issuance of any Shares upon exercise of this SAR. The Company has the right, and may have the obligation, to withhold all applicable taxes due upon the exercise of this SAR (by payroll deduction or otherwise) from the proceeds of such exercise or from future earnings (including salary, bonus or any other payments). CONDITIONS: This SAR is governed by and subject to the terms and conditions of the Plan, which contains important provisions of this award and forms a part of this Agreement. A copy of the Plan is being provided to you, along with a summary of the Plan. If there is any conflict between any provision of this Agreement and the Plan, this Agreement will control, unless the provision is not permitted by the Plan, in which case the provision of the Plan will apply. Your rights and obligations under this Agreement are also governed by and are subject to applicable U.S. and foreign laws. ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return one copy of this Agreement to the Corporate Secretary's Office, Attention: Barbara Howland.

CHIQUITA BRANDS INTERNATIONAL, INC. Please complete the following information: By: -------------------------------------------- Barry H. Morris, Vice President Home Address Human Resources (including country) By: -------------------------------------------- -------------------------------------------- Associate/Optionee Signature -------------------------------------------- Date Acknowledged: ----------------------------- -------------------------------------------- U.S. Social Security Number (if applicable)

EX-10.C 5 l97060aexv10wc.txt EXHIBIT 10-C AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10-c $130,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 6, 2002 Among CHIQUITA BRANDS, INC. as Borrower, EACH OF THE LENDERS INITIALLY A SIGNATORY HERETO, TOGETHER WITH THOSE ASSIGNEES PURSUANT TO SECTION 14.6 HEREOF, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Lead Arranger and Syndication Agent and FOOTHILL CAPITAL CORPORATION, as Administrative Agent CONFORMED TO INCORPORATE CHANGES MADE IN FIRST AMENDMENT AND LIMITED WAIVER NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF AUGUST 13, 2002 TABLE OF CONTENTS

Page ---- ARTICLE I. DEFINITIONS........................................................................................ 1 1.1 General Definitions......................................................................... 1 1.2 Accounting Terms and Determinations......................................................... 32 1.3 Other Definitional Terms.................................................................... 32 ARTICLE II. LOANS............................................................................................. 33 2.1 Revolving Loans............................................................................. 33 2.2 Term Loans.................................................................................. 38 2.3 Optional and Mandatory Prepayments.......................................................... 39 2.4 Payments and Computations................................................................... 41 2.5 Maintenance of Account; Register............................................................ 42 2.6 Statement of Account........................................................................ 43 2.7 Taxes....................................................................................... 43 2.8 Sharing of Payments......................................................................... 45 2.9 Pro Rata Treatment.......................................................................... 45 2.10 Securitization.............................................................................. 45 ARTICLE III. LETTERS OF CREDIT................................................................................ 46 3.1 Issuance.................................................................................... 46 3.2 Notice and Reports.......................................................................... 47 3.3 Participation............................................................................... 47 3.4 Payment..................................................................................... 47 3.5 Repayment with Revolving Loans.............................................................. 48 3.6 Renewal, Extension.......................................................................... 49 3.7 Uniform Customs and Practices............................................................... 49 3.8 Indemnification; Nature of Issuing Bank's Duties............................................ 49 3.9 Responsibility of Issuing Bank.............................................................. 50 3.10 Conflict with Letter of Credit Documents.................................................... 51 ARTICLE IV. INTEREST AND FEES................................................................................. 51 4.1 Interest on Loans........................................................................... 51 4.2 Interest After Event of Default............................................................. 51 4.3 [Intentionally Deleted]..................................................................... 51 4.4 Agent's Fees................................................................................ 51 4.5 Letter of Credit Fees....................................................................... 52 4.6 Authorization to Charge Loan Account........................................................ 52 4.7 Indemnification in Certain Events........................................................... 52 4.8 LIBOR Option................................................................................ 53

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Page ---- ARTICLE V. CONDITIONS PRECEDENT............................................................................... 55 5.1 Original Closing Date Conditions............................................................ 55 5.2 Closing Conditions.......................................................................... 61 5.3 Conditions to all Loans and Letters of Credit............................................... 62 ARTICLE VI. REPRESENTATIONS AND WARRANTIES.................................................................... 63 6.1 Organization and Qualification.............................................................. 63 6.2 Solvency.................................................................................... 63 6.3 Liens; Inventory............................................................................ 64 6.4 No Conflict................................................................................. 64 6.5 Enforceability.............................................................................. 64 6.6 Financial Data.............................................................................. 65 6.7 Locations of Offices, Records and Inventory................................................. 65 6.8 Fictitious Business Names................................................................... 66 6.9 Subsidiaries................................................................................ 66 6.10 No Judgments or Litigation.................................................................. 66 6.11 No Defaults................................................................................. 66 6.12 No Employee Disputes........................................................................ 66 6.13 Compliance with Law......................................................................... 67 6.14 PACA........................................................................................ 67 6.15 ERISA....................................................................................... 67 6.16 Compliance with Environmental Laws.......................................................... 68 6.17 Use of Proceeds............................................................................. 68 6.18 Intellectual Property....................................................................... 69 6.19 Licenses and Permits........................................................................ 70 6.20 Title to Property........................................................................... 70 6.21 Labor Matters............................................................................... 70 6.22 Investment Company.......................................................................... 70 6.23 Margin Security............................................................................. 71 6.24 No Event of Default......................................................................... 71 6.25 Taxes and Tax Returns....................................................................... 71 6.26 Indebtedness; CBII Obligations.............................................................. 71 6.27 Status of Accounts.......................................................................... 71 6.28 Representations and Warranties.............................................................. 72 6.29 Material Contracts.......................................................................... 72 6.30 Survival of Representations................................................................. 72 6.31 Affiliate Transactions...................................................................... 72 6.32 Insurance................................................................................... 72 6.33 Accuracy and Completeness of Information.................................................... 72 ARTICLE VII. AFFIRMATIVE COVENANTS............................................................................ 73 7.1 Information................................................................................. 73 7.2 [Intentionally Deleted]..................................................................... 76 7.3 Corporate Existence......................................................................... 76

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Page ---- 7.4 ERISA....................................................................................... 76 7.5 Proceedings or Adverse Changes.............................................................. 78 7.6 Environmental Matters....................................................................... 79 7.7 Books and Records; Inspection............................................................... 79 7.8 Collateral Records.......................................................................... 80 7.9 Security Interests.......................................................................... 80 7.10 Insurance; Asset Loss....................................................................... 81 7.11 Taxes....................................................................................... 82 7.12 Compliance With Laws........................................................................ 83 7.13 Use of Proceeds............................................................................. 83 7.14 Fiscal Year................................................................................. 83 7.15 Notification of Certain Events.............................................................. 83 7.16 Additional Subsidiaries; Inactive Subsidiaries.............................................. 84 7.17 Schedules of Accounts and Purchase Orders................................................... 84 7.18 Collection of Accounts...................................................................... 84 7.19 Notice; Credit Memoranda; and Returned Goods................................................ 85 7.20 Acknowledgment Agreements................................................................... 85 7.21 Trademarks etc.............................................................................. 86 7.22 Maintenance of Property..................................................................... 86 7.23 [Intentionally Deleted]..................................................................... 86 7.24 Revisions or Updates to Schedules........................................................... 86 7.25 [Intentionally Deleted]..................................................................... 86 7.26 Compliance with PACA........................................................................ 86 7.27 Covenants Relating to Food Security Act..................................................... 87 7.28 Payment for Perishable Goods................................................................ 87 ARTICLE VIII. FINANCIAL COVENANTS............................................................................. 88 8.1 Leverage Ratio.............................................................................. 88 8.2 Fixed Charge Coverage Ratio................................................................. 88 8.3 Capital Expenditures........................................................................ 88 8.4 EBITDA...................................................................................... 89 8.5 Chiquita Fresh Latin American Group......................................................... 89 ARTICLE IX. NEGATIVE COVENANTS................................................................................ 89 9.1 Restrictions on Liens....................................................................... 89 9.2 Restrictions on Indebtedness................................................................ 89 9.3 Restrictions on Transfer of Assets.......................................................... 90 9.4 No Corporate Changes........................................................................ 92 9.5 No Guarantees............................................................................... 93 9.6 No Restricted Payments...................................................................... 93 9.7 No Investments.............................................................................. 94 9.8 No Affiliate Transactions................................................................... 94 9.9 No Prohibited Transactions Under ERISA...................................................... 94 9.10 No Additional Bank Accounts................................................................. 95 9.11 Amendments of Material Contracts............................................................ 96

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Page ---- 9.12 Additional Negative Pledges................................................................. 96 9.13 Sale and Leaseback.......................................................................... 96 9.14 Licenses, Etc............................................................................... 97 9.15 Limitations................................................................................. 97 9.16 Transfer Pricing............................................................................ 97 9.17 Sales....................................................................................... 97 9.18 Excluded Entities........................................................................... 98 9.19 Hedging and Interest Rate Protection........................................................ 98 9.20 Payments on Certain Intercompany Obligations................................................ 98 ARTICLE X. POWERS............................................................................................. 98 10.1 Appointment as Attorney-in-Fact............................................................. 98 10.2 Limitation on Exercise of Power............................................................. 99 ARTICLE XI. EVENTS OF DEFAULT AND REMEDIES.................................................................... 99 11.1 Events of Default........................................................................... 99 11.2 Acceleration................................................................................ 101 ARTICLE XII. TERMINATION...................................................................................... 102 ARTICLE XIII. THE AGENT....................................................................................... 102 13.1 Appointment of Agent........................................................................ 102 13.2 Nature of Duties of Agent................................................................... 103 13.3 Lack of Reliance on Agent................................................................... 103 13.4 Certain Rights of the Agent................................................................. 103 13.5 Reliance by Agent........................................................................... 104 13.6 Indemnification of Agent.................................................................... 104 13.7 The Agent in its Individual Capacity........................................................ 104 13.8 Holders of Notes............................................................................ 104 13.9 Successor Agent............................................................................. 105 13.10 Collateral Matters.......................................................................... 105 13.11 Actions with Respect to Defaults............................................................ 107 13.12 Delivery of Information..................................................................... 107 13.13 Wells Fargo as Lead Arranger and Syndication Agent.......................................... 107 ARTICLE XIV. MISCELLANEOUS.................................................................................... 107 14.1 Waivers..................................................................................... 107 14.2 JURY TRIAL.................................................................................. 108 14.3 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE............................................ 108 14.4 [Intentionally Deleted]..................................................................... 108 14.5 Notices..................................................................................... 108 14.6 Assignability............................................................................... 109 14.7 Information................................................................................. 112

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Page ---- 14.8 Payment of Expenses; Indemnification........................................................ 113 14.9 Entire Agreement, Successors and Assigns.................................................... 114 14.10 Amendments, Etc............................................................................. 114 14.11 Nonliability of Agent and Lenders........................................................... 115 14.12 Independent Nature of Lenders' Rights....................................................... 115 14.13 Counterparts................................................................................ 115 14.14 Effectiveness............................................................................... 115 14.15 Severability................................................................................ 116 14.16 Headings Descriptive........................................................................ 116 14.17 Maximum Rate................................................................................ 116 14.18 Right of Setoff............................................................................. 117 14.19 Power of Attorney........................................................................... 117 14.20 Restatement of Original Credit Agreement.................................................... 117

v EXHIBITS AND SCHEDULES EXHIBITS Exhibit A Form of Acknowledgment Agreement Exhibit B Form of Assignment and Acceptance Exhibit C-1 Form of Revolving Note Exhibit C-2 Form of Term Loan Note Exhibit D Form of Notice of Borrowing Exhibit D-1 Form of LIBOR Notice Exhibit E-1 Form of Lockbox Agreement Exhibit E-2 Form of Lockbox Letter Exhibit F Form of Compliance Certificate Exhibit F-1 Form of Monthly Compliance Certificate Exhibit G Form of Revolving Credit Borrowing Base Certificate Exhibit H Form of Solvency Certificate Exhibit I Form of Account Designation Letter Exhibit J Form of Joinder Agreement Exhibit K Closing Checklist SCHEDULES Schedule 1.1A Lenders and Commitments Schedule 1.1B Existing Letters of Credit Schedule 1.1C Liens Schedule 1.1D Indebtedness Schedule 1.1E Investments Schedule 3.1 Issuance of Letters of Credit Schedule 6.1 Jurisdictions of Organization Schedule 6.7 Collateral Locations Schedule 6.8 Fictitious Business Names Schedule 6.9 Borrower and Subsidiaries Schedule 6.10 Litigation Schedule 6.15 ERISA Schedule 6.16 Environmental Disclosures Schedule 6.18 Intellectual Property Schedule 6.26 CBII Obligations Schedule 6.29 Material Contracts Schedule 6.31 Affiliate Transactions Schedule 6.32 Insurance Schedule 9.3 Permitted Asset Sales Schedule 9.3A Additional Permitted Investments Schedule 9.6 Tax Sharing Arrangements Schedule 9.10 Bank Accounts Schedule 9.12 Negative Pledges vi AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 6, 2002 among CHIQUITA BRANDS, INC., a Delaware corporation (the "Borrower"), each of the lenders identified as Lenders on Schedule 1.1A hereto (together with each of their successors and assigns, referred to individually as a "Lender" and, collectively, as the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), acting as lead arranger and syndication agent, and FOOTHILL CAPITAL CORPORATION ("Foothill"), acting administrative agent in the manner and to the extent described in Article XIII hereof (in such capacity, the "Agent"). W I T N E S S E T H: WHEREAS, the Borrower, the Lenders (as defined therein) and the Agent entered into that certain Credit Agreement dated as of March 7, 2001 (as amended or otherwise modified to date, the "Original Credit Agreement") whereby (i) the Lenders made a term loan facility to the Borrower in the aggregate principal amount of $75,000,000 maturing on March 7, 2004 and (ii) the Lenders provided a revolving credit facility (including letter of credit subfacility) to the Borrower in an aggregate principal amount not to exceed $120,000,000 at any time outstanding and maturing on March 7, 2004; WHEREAS, the Borrower desires that the Lenders increase the principal amount of credit available to the Borrower under the Original Credit Agreement to One Hundred Thirty Million Dollars ($130,000,000) and adjust the principal amount of the term loans under the Original Credit Agreement to Seventy Million Dollars ($70,000,000), and the Lenders are willing to provide Borrower with Loans in such amounts upon the terms and conditions set forth herein; WHEREAS, the Borrower and each Secured Credit Party desire to secure all of the obligations under the Credit Documents by continuing the prior grant of a security interest in and lien upon all of Borrower's and each Secured Credit Party's existing and after-acquired personal property to Agent, for the benefit of Agent and the Lenders; and WHEREAS, the Borrower, the Lenders and the Agent now desire to amend and restate the Original Credit Agreement to, among other things, accomplish the matters set forth above and to permit Wells Fargo to join this Amended and Restated Credit Agreement, in each case, on the terms and subject to the conditions set forth herein; NOW, THEREFORE, the Borrower, the Lenders and the Agent hereby agree as follows: ARTICLE I. DEFINITIONS 1.1 GENERAL DEFINITIONS. As used herein, the following terms shall have the meanings herein specified: "Ableco" shall mean Ableco Finance LLC. "Accounts" shall mean all of the Borrower's "accounts" (as defined in the Code), whether now existing or existing in the future, including, without limitation, all (i) accounts receivable (whether or not specifically listed on schedules furnished to the Agent), including, without limitation, all accounts created by or arising from all of the Borrower's sales of goods or rendition of services made under any of the Borrower's trade names or styles, or through any of the Borrower's divisions; (ii) unpaid seller's rights (including rescission, replevin, reclamation and stopping in transit) relating to the foregoing or arising therefrom, (iii) rights to any goods represented by any of the foregoing, including returned or repossessed goods; (iv) reserves and credit balances held by the Borrower with respect to any such accounts receivable or account debtors; (v) guarantees or collateral for any of the foregoing; and (vi) insurance policies or rights relating to any of the foregoing. "Acknowledgement Agreements" shall mean the Acknowledgment Agreements, substantially in the form of Exhibit A hereto, between the Borrower's warehousemen, fillers, packers and processors and the Agent, in each case acknowledging and agreeing, among other things, (A) that such warehousemen, fillers, packers and processors do not have any Liens on any of the property of the Borrower or any Subsidiary and (B) to the collateral assignment by the Borrower to the Agent of its interest in the contracts with each of such warehousemen, fillers, packers and processors. "Acquired Company" shall mean the Person (or the assets or business thereof) which is acquired pursuant to an Acquisition. "Acquisition" shall mean (i) the purchase of the Capital Stock of a Person, (ii) the purchase of all or a substantial portion of the assets or business of any Person or (iii) the merger or consolidation with a Person in which the Borrower or a Subsidiary shall be the surviving or resulting corporation. "Acquisition Documents" shall mean any agreement pursuant to which an Acquisition is made in accordance with the terms hereof, including the exhibits and schedules thereto, and all agreements, documents and instruments executed and delivered pursuant thereto or in connection therewith. "Affiliate" shall mean any entity which directly or indirectly controls, is controlled by, or is under common control with, the Borrower or any Subsidiary of the Borrower. For purposes of this definition, "control" shall mean the possession, directly or indirectly, of the power to (i) vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors of such Person, or (ii) direct or cause the direction of management and policies of a business, whether through the ownership of voting securities, by contract or otherwise and either alone or in conjunction with others or any group. "Agent" shall mean Foothill as Agent under the Original Credit Agreement and as provided in the preamble to this Credit Agreement or any successor to Foothill. "Agent Bank Account" shall have the meaning set forth in Section 7.18(a). 2 "Agent's Fees" shall mean the fees payable by the Borrower to the Agent as described in the Fee Letter. "Aggregate Commitment" means the sum of the Commitments. "Allocated CBII Overhead" shall mean the following overhead and disbursements of CBII, but only to the extent that they are allocated to the Borrower or any of its consolidated Subsidiaries: salaries, pension and benefit expenses, taxes (other than taxes on income or revenue), insurance costs, legal expenses, communication and maintenance fees, travel expenses, outside accounting fees, headquarter office expenses, deferred compensation and non-contractual severance expenses, but excluding Permitted Restructuring Expenses, and principal, interest and other fees related to any Indebtedness. "Applicable Prepayment Premium" means, as of any date of determination, an amount equal to one-tenth of one percent (.1%) of the Maximum Credit Line as of the Closing Date for each full or partial month remaining from the date of payment until the Maturity Date. In the event of an early termination of this Credit Agreement and a prepayment in full of all of the Obligations from a Qualified Refinancing, the amount of the Applicable Prepayment Premium determined hereunder shall be reduced by a percentage equal to the amount of the Commitment which is held by those Lenders that participate in the Qualified Refinancing divided by the total of all the Commitments and the amount of such Applicable Prepayment Premium (as so reduced) shall be allocated to the Lenders not participating in such replacement credit facility. "Appraisal" shall mean (i) that certain Trademarks and Tradenames Valuation dated December 5, 2000 performed by Daley-Hodkin Appraisal Corporation relating to Chiquita Brands International, Inc., a copy of which was delivered to the Lenders on or prior to January 26, 2001 or (ii) after the receipt by the Lenders of a new or updated valuation appraisal, such new or updated appraisal. "Asset Disposition" shall mean the disposition (other than (i) a disposition described in clauses (a), (b), (c), (g) or (i) of Section 9.3, (ii) a disposition described in clause (d) of Section 9.3, to the extent that any Asset Sale Block put in place or any cash proceeds held by the Agent, in either case in connection therewith pursuant to Section 9.3 hereof, are released by the Agent as provided in Section 9.3 within one hundred and twenty (120) days of such disposition, (iii) Specified Asset Dispositions, (iv) the sales of one or more Tropical Farms (and equity interests in Persons which own only Tropical Farms) to the extent that any Farm Sale Block put in place or any cash proceeds held by the Agent, in either case in connection therewith pursuant to Section 9.3, are released by the Agent as provided in Section 9.3 within one hundred and twenty (120) days of such sale and (v) any disposition of intellectual property rights pursuant to the Trademark License Agreement) of any or all of the assets (including, without limitation, the Capital Stock of the Borrower or its Subsidiaries) of the Borrower or its Subsidiaries, whether by sale, lease, transfer or otherwise, in a single transaction, or in a series of related transactions in any consecutive twelve (12) month period beginning on or after the Original Closing Date (a) that have a fair market value in the aggregate in excess of $1,000,000 or (b) for Net Cash Proceeds in the aggregate in excess of $1,000,000. 3 "Asset Loss" shall have the meaning given to such term in Section 7.10. "Asset Sale Block" shall have the meaning set forth in Section 9.3. "Assignment and Acceptance" shall mean an assignment and acceptance entered into by an assigning Lender and an assignee Lender, accepted by the Agent, in accordance with Section 14.6(f), in the form attached hereto as Exhibit B. "Availability" shall mean an amount equal to the excess of (i) the Revolving Credit Borrowing Base over (ii) the sum of (a) the outstanding amount of Revolving Loans and Letter of Credit Obligations plus (b) the aggregate amount, if any, of all trade payables of the Borrower and the other Credit Parties aged in excess of historical levels with respect thereto and all book overdrafts in excess of historical practices with respect thereto, in each case as determined in good faith by the Agent. "Back-to-Back Loan" shall mean a loan made to a Subsidiary by a financial institution in which the Borrower or another Subsidiary (other than an Excluded Entity) owns a one hundred percent (100%) participation interest. "Base LIBOR Rate" means the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/16%), based on the rates at which Dollar deposits are offered to major banks in the London interbank market on or about 11:00 a.m. (California time) two (2) Business Days prior to the commencement of the applicable Interest Period, for a term and in amounts comparable to the Interest Period and amount of the LIBOR Rate Loan requested by Borrower in accordance with this Credit Agreement, which determination shall be conclusive in the absence of manifest error. "Benefit Plan" shall mean a defined benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan) in respect of which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is, or within the immediately preceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA. "Borrower" shall have the meaning given to such term in the preamble of this Credit Agreement. "Borrower Entities" shall mean the Borrower, each Guarantor and each Subsidiary which is party to one or more Credit Documents. "Business Day" shall mean any day other than a Saturday, a Sunday, a legal holiday or a day on which national banks are authorized or required by law or other governmental action to close, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term "Business Day" also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market. "Capital Expenditures" shall mean expenditures for the acquisition (including the acquisition by capitalized lease) or improvement of capital assets, as determined in accordance with GAAP. 4 "Capital Lease" shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person. "Capital Stock" shall mean (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other equity interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. "Cash Equivalents" shall mean, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one (1) year from the date of acquisition, (ii) time deposits or certificates of deposit of any commercial bank incorporated under the laws of the United States or any state thereof, of recognized standing having capital and unimpaired surplus in excess of $1,000,000,000 and whose short-term commercial paper rating at the time of acquisition is at least A-1 or the equivalent thereof by Standard & Poor's Corporation or at least P-1 or the equivalent thereof by Moody's Investors Services, Inc. (any such bank, an "Approved Bank"), with such deposits or certificates having maturities of not more than one (1) year from the date of acquisition, (iii) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (i) and (ii) above entered into with any Approved Bank, (iv) 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 or the equivalent thereof by Standard & Poor's Corporation or at least P-1 or the equivalent thereof by Moody's Investors Service, Inc., and in each case maturing not more than one year after the date of acquisition, and (v) investments in money market funds that are registered under the Investment Company Act of 1940, as amended, which have net assets of at least $1,000,000,000 and at least eighty-five percent (85%) of whose assets consist of securities and other obligations of the type described in clauses (i) through (iv) above. All such Cash Equivalents must be denominated solely for payment in Dollars. "CBCNA" shall mean Chiquita Brands Company, North America, a Delaware corporation. "CBII" shall mean Chiquita Brands International, Inc., a New Jersey corporation. "CBII Reorganization Consummation" shall have the meaning given to such term in Section 9.6. "Change of Control" shall mean the occurrence of any of the following: (i) any Person or group of Persons acting collectively, owns more than thirty percent (30%) of the equity shares of CBII entitled to vote for the election of the Board of Directors of CBII (the "Voting Shares"), (ii) at any time a majority of CBII's directors then in office consists of individuals who meet none of the following criteria: (A) such individuals are members of CBII's board of 5 directors seated in connection with the CBII Reorganization Consummation; (B) such individuals were members of CBII's board of directors as of the date twelve months earlier than the date of determination; (C) such individuals are CBII directors appointed to replace any CBII directors who died, became disabled, or voluntarily resigned; (D) such individuals are CBII directors who were approved by a vote of a majority of CBII directors who meet any of the criteria in (A), (B), (C), or (E) or who were previously appointed or elected in accordance with (D) or (E); or (E) such individuals are CBII directors whose nomination for election by CBII shareholders was approved by a vote of a majority of CBII directors who meet any of the criteria in (A), (B), (C), or (D) or who were previously appointed or elected in accordance with (D) or (E), (iii) CBII ceases to own, directly or indirectly, one hundred percent (100%) of the issued and outstanding Capital Stock of the Borrower, or (iv) the Borrower ceases to own directly or indirectly one hundred percent (100%) of the issued and outstanding Capital Stock of any Secured Credit Party (other than the Borrower) or Chiquita Banana Company B.V., a Netherlands company. "Chiquita Fresh Latin American Group" shall mean the following Persons and their Subsidiaries: - Blue Fish Holdings Establishment/CILPAC Establishment and their Subsidiaries (excluding Heaton Holdings, Ltd. and its Subsidiaries) - Valk Deelnemingen Establishment, Zwaan Deelnemingen Establishment, Buizerd Deelnemingen Establishment, Mus Deelnemingen Establishment, Kaketoe Deelnemingen Establishment, Struisvogel Deelnemingen Establishment, SZS Sargasso Zeeblelangen B.V. Establishment, Occidentalis Atlantis Establishment, Zonnekoning Overzee B.V. Establishment and their Subsidiaries - Conexpro Inc. Establishment and its Subsidiaries - Antioquia Establishment/Bijzondere Benedenwindse Beleggingen Establishment/Uraba Establishment/Tairona Establishment/Quindio Establishment and their Subsidiaries - Banacorp, S.A./Compania Bananera Guatemalteca Independiente, S.A. and their Subsidiaries - Catellia Ltd./Tropical Traders Ltd./Compania - Agricola San Nicolas, S.A. and their Subsidiaries - Financiera Agro-Exportaciones Limitada - Financiera Estrella Limited - Financiera Agricola Limited - Chiquita International Services Group N.V./Banexpro Ltd./Brundicorpi S.A. and their Subsidiaries - Compania Mundimar, S.A. - Bello Puerto S.A. - Rimsa Inc. S.A. - Compania La Cruz, S.A. 6 "Chiquita Fresh European Group" shall mean the following Persons and their Subsidiaries: - Chiquita Banana Company, B.V. - Chiquita Ceroz, s.r.o. - Chiquita Compagnie des Bananes - Chiquita CR, S.r.o. - Chiquita Far East Holdings B.V. - Chiquita Finland Oy - Chiquita Fresh B.V.B.A. - Chiquita Frupac B.V. - Chiquita International Services Group N.V. - Chiquita Italia, S.p.A. - Chiquita Packaged Goods Distributing S.r.l. - Chiquita Tropical Fruit Company B.V. - B.V. v/h Bruigom en Visser - Banafruta-Comercio de Bananas, LDA - E.C. van Eeuwijk Banaanen B.V. - International Banana Ripening Company N.V. - Processed Fruit Ingredients B.V. - Spiers N.V. - Ter Wal Bananen B.V. "CIL" shall mean Chiquita International Limited, a Bermuda company. "Citrus" shall mean Chiquita Gulf Citrus, Inc., a Delaware corporation. "Closing" shall mean the date on which the conditions set forth in Section 5.2 of this Credit Agreement have been satisfied or waived. "Closing Date" shall mean the time at which the Closing occurs, which time shall occur not later than March 7, 2002. "Code" shall have the meaning set forth in Section 1.3. "Collateral" shall mean any and all assets and rights and interests in or to property pledged from time to time as security for the Obligations pursuant to the Security Documents whether now owned or hereafter acquired, including, without limitation, all of the Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles (including all intellectual property), Inventory, Instruments, Investment Property and Proceeds (each as defined in the Security Agreements). "Commitment" of any Lender means the amount set forth opposite such Lender's name on Schedule 1.1A hereto, as such amounts may be modified as a result of an assignment hereunder, or as a result of a reduction pursuant to Section 2.3. 7 "Consolidated" or "consolidated" with reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and all of its consolidated Subsidiaries, consolidated in accordance with GAAP. "Consolidated Capital Expenditures" shall mean, for any applicable period of computation, an amount equal to the consolidated aggregate expenditures of the Borrower and its consolidated Subsidiaries (other than CPF and its Subsidiaries) during such fiscal period for the acquisition (including the acquisition by capitalized lease) or improvement of capital assets, as determined in accordance with GAAP. "Consolidated Cash Taxes" shall mean, for any applicable period of computation, the aggregate of all taxes of the Borrower and its consolidated Subsidiaries (other than CPF and its Subsidiaries) on a consolidated basis determined in accordance with applicable law and GAAP applied on a consistent basis, to the extent the same are paid in cash during such period and the aggregate amount of all tax distributions made in cash as described in Schedule 9.6(b) during such period. "Consolidated EBITDA" shall mean, for any applicable period of computation, the sum of (i) Consolidated Net Income for such period, but excluding therefrom all extraordinary items of income and all extraordinary non-cash items of loss, plus (ii) the aggregate amount of depreciation and amortization charges made in calculating Consolidated Net Income for such period, plus (iii) aggregate Consolidated Interest Expense for such period, plus (iv) the aggregate amount of all income taxes reflected on the consolidated statements of income of the Borrower and its Subsidiaries (other than CPF and its Subsidiaries) for such period plus (v) the amount of all non-cash adjustments resulting from fresh start accounting to the extent such amounts were deducted in determining Consolidated Net Income. "Consolidated Fixed Charges" shall mean, for any applicable period of computation, without duplication, the sum of (i) all Consolidated Interest Expense for the applicable period, plus (ii) Consolidated Scheduled Funded Debt Payments due during the applicable period, plus (iii) Consolidated Cash Taxes for the applicable period, plus (iv) Unallocated CBII Overhead for the applicable period, plus (iv) amounts advanced or distributed by the Borrower or any Subsidiary to CBII to enable it to pay interest on CBII's Indebtedness. "Consolidated Funded Debt" shall mean, as of the date of determination, all Funded Indebtedness of the Borrower and its consolidated Subsidiaries (other than CPF and its Subsidiaries), determined on a consolidated basis in accordance with GAAP. "Consolidated Interest Expense" shall mean, for any applicable period of computation, interest expense, net of interest income, of the Borrower and its consolidated Subsidiaries (other than CPF and its Subsidiaries) for such period, as determined in accordance with GAAP. "Consolidated Net Income" shall mean, for any applicable period of computation, the consolidated net income (or net deficit) of the Borrower and its consolidated Subsidiaries (other than CPF and its Subsidiaries) for such period, after deduction of all expenses, taxes and other proper charges, all as determined in accordance with GAAP. 8 "Consolidated Scheduled Funded Debt Payments" shall mean, for any applicable period of computation, the sum of all scheduled payments of principal on Consolidated Funded Debt for such period (including the principal component of payments due on Capital Leases or under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product (but excluding true leases) during the applicable period ending on such date); it being understood that Consolidated Scheduled Funded Debt Payments shall not include (i) voluntary prepayments or the mandatory prepayments required pursuant to Section 2.3; or (ii) the repayment of up to $55,000,000 of Indebtedness owing on the Original Closing Date by thirteen Costa Rican Subsidiaries to Fleet National Bank, or (iii) principal payments with respect to Indebtedness of Indian River so long as such Indebtedness is not GAAP Indebtedness of the Borrower and its consolidated Subsidiaries. "Contractual Obligations" shall mean, with respect to any Person, any term or provision of any securities issued by such Person, or any indenture, mortgage, deed of trust, contract, undertaking, document, instrument or other agreement to which such Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject. "Controlled ERISA Affiliate" shall mean an ERISA Affiliate owned or controlled by CBII. "Covenant Compliance Agreement" means each agreement pursuant to which one or more Subsidiaries has, among other things, agreed that it shall not take, or omit to take any action which would cause the Borrower to be in violation or breach of this Agreement. "CPF" shall mean Chiquita Processed Foods, L.L.C., a Delaware limited liability company. "Credit Agreement" shall mean this amended and restated credit agreement, dated as of the date hereof, as the same may be modified, amended, extended, restated or supplemented from time to time. "Credit Documents" shall mean, collectively, this Credit Agreement, the Revolving Notes, the Term Loan Notes, the Letters of Credit, the Security Documents, the Guarantees, the Covenant Compliance Agreement and all other documents, agreements, instruments, opinions and certificates executed and delivered in connection herewith or therewith, as the same may be modified, amended, extended, restated or supplemented from time to time. "Credit Parties" shall mean the Borrower and the Guarantors. "CTP" shall mean Chiquita Tropical Products Company, a Delaware corporation. "Default" shall mean an event, condition or default which, with the giving of notice, the passage of time or both would be an Event of Default. "Default Rate" shall have the meaning given to such term in Section 4.2. 9 "Defaulting Lender" shall have the meaning given to such term in Section 2.1(d)(iii). "DOL" shall mean the U.S. Department of Labor and any successor department or agency. "Dollars" and "$" shall mean dollars in lawful currency of the United States of America. "Eligible Accounts Receivable" shall mean the aggregate face amount of the Borrower's Accounts that conform to the warranties contained herein, less the aggregate amount of all customer deposits, returns, discounts, claims, credits, charges (including warehousemen's charges) and allowances of any nature (whether issued, owing, granted or outstanding), and less the aggregate amount of all reserves for slow paying accounts, foreign sales, and bill and hold (or deferred shipment) transactions. Unless otherwise approved in writing by the Agent, no Account shall be deemed to be an Eligible Account Receivable if: (i) it arises out of a sale made by the Borrower to an Affiliate; or (ii) the Account (a) does not require full payment of the amount thereof within thirty (30) days of the applicable sale or (b) is unpaid more than ninety (90) days after the original due date; or (iii) fifty percent (50%) or more, in face amount, of other Accounts from such account debtor (or any Affiliate thereof) are due or unpaid more than ninety (90) days after the original due date; or (iv) the amount of the Account, when aggregated with all other Accounts of such account debtor, exceeds fifteen percent (15%) in face value of all Accounts of the Borrower then outstanding, to the extent of such excess; or (v) (A) the account debtor is also a creditor of the Borrower, to the extent of the amount owed by the Borrower to the account debtor, (B) the account debtor has disputed its liability on, or the account debtor has made any claim with respect to, such Account or any other Account due from such account debtor to the Borrower, which has not been resolved or (C) the Account otherwise is or may become subject to any right of setoff by the account debtor, to the extent of the amount of such setoff; or (vi) the Account is owing by an account debtor that has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or if a decree or order for relief has been entered by a court having jurisdiction in the premises in respect to such account debtor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or if any other petition or other application for relief under the federal bankruptcy laws has been filed by or against the account debtor, or if such account debtor has failed, suspended business, ceased to be solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or 10 (vii) the sale is to an account debtor outside the continental United States or Canada, unless the sale is (A) on letter of credit, guaranty or acceptance terms, or subject to credit insurance, in each case acceptable to the Agent in its sole discretion, or (B) otherwise approved by and acceptable to the Agent in its sole discretion; or (viii) the sale to the account debtor is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval or consignment basis or made pursuant to any other written agreement providing for repurchase or return; or (ix) the goods giving rise to such Account have not been shipped and delivered to and accepted by the account debtor or its designee or the services giving rise to such Account have not been performed by or on behalf of the Borrower and accepted by the account debtor or its designee or the Account otherwise does not represent a final sale; or (x) the Accounts owing by a particular account debtor exceed a credit limit as to that account debtor determined by the Agent, in its reasonable discretion, to the extent such Accounts owing by the particular account debtor exceed such limit; or (xi) the Account is subject to a Lien which has priority over the Lien of the Agent in such Account other than Liens arising from claims under PACA; provided however, the Agent shall establish a reserve against Eligible Accounts Receivable to the extent of such PACA claims; (xii) the Account was acquired by the Borrower from CBII or any Affiliate of the Borrower; (xiii) the Account did not arise from the sale of bananas or plantains for which Chiquita Brands Company, North America or Chiquita (Canada) Inc. acted as the Borrower's sales agent pursuant to a contract approved by the Agent; (xiv) the account debtor with respect to such Account is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Borrower has complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC Section 3727), or (ii) any state of the United States (exclusive, however, of (y) Accounts owed by any state that does not have a statutory counterpart to the Assignment of Claims Act, or (z) Accounts owed by any state that does have a statutory counterpart to the Assignment of Claims Act as to which Borrower has complied to Agent's satisfaction); or (xv) the account debtor with respect to such Account is a trucking company. In addition to the foregoing, Eligible Accounts Receivable shall include such Accounts as the Borrower shall request and that the Agent approves in advance, in writing and in its reasonable judgment. "Equity Issuance" shall mean any issuance by the Borrower or any of its Subsidiaries to any Person other than to the Borrower or any of its Subsidiaries or any direct or indirect parent of the Borrower of (a) shares of its Capital Stock, (b) any shares of its Capital 11 Stock pursuant to the exercise of options or warrants or (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity. The term "Equity Issuance" shall not include any Asset Disposition. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute. "ERISA Affiliate" shall mean any (i) corporation which is or was at any time a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as the Borrower or any Subsidiary of the Borrower; (ii) partnership or other trade or business (whether or not incorporated) at any time under common control (within the meaning of Section 414(c) of the Internal Revenue Code) with the Borrower or any Subsidiary of the Borrower; and (iii) member of the same affiliated service group (within the meaning of Section 414(m) of the Internal Revenue Code) as the Borrower or any Subsidiary of the Borrower, any corporation described in clause (i) above, or any partnership or trade or business described in clause (ii) above. "Event(s) of Default" shall have the meaning provided for in Article XI. "Excluded Entities" shall mean CPF and its Subsidiaries, Frupac and its Subsidiaries, PV and its Subsidiaries, GWF and its Subsidiaries and Citrus. "Excluded Taxes" shall have the meaning given to such term in Section 2.7. "Existing Letters of Credit" shall mean those letters of credit listed on Schedule 1.1(b) hereto. "Farm Sale Block" shall have the meaning set forth in Section 9.3. "Federal Funds Rate" shall mean, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal Funds brokers of recognized standing selected by it. "Fee Letter" shall mean the amended and restated letter agreement, dated as of the date hereof, by and between the Agent and the Borrower regarding the fees to be paid by the Borrower to the Agent, as amended, restated, supplemented or otherwise modified from time to time. "Fees" shall mean, collectively, the Agent's Fees, the Letter of Credit Fee and the Issuing Bank Fees payable hereunder. "Financials" shall have the meaning given to such term in Section 6.6. 12 "Fixed Charge Coverage Ratio" shall mean, for any period, the ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated Fixed Charges for such period. "Food Security Act" shall mean the Food Security Act of 1985, as amended, and any successor statute thereto, including all rules and regulations thereunder, all as the same may be in effect from time to time. "Foothill" has the meaning set forth in the preamble hereto. "Foreign Lender" shall have the meaning given to such term in Section 2.7(a). "Frupac" shall mean Chiquita Frupac, Inc., a Delaware corporation. "Funded Indebtedness" shall mean, with respect to any Person, without duplication, (a) all Indebtedness of such Person other than Indebtedness of the types referred to in clause (e), (f), (g), (i), (k), (l) and (m) of the definition of "Indebtedness" set forth in this Section 1.1, (b) all Indebtedness of another Person of the type referred to in clause (a) above secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (c) all guaranties of such Person with respect to Indebtedness of the type referred to in clause (a) above of another Person and (d) Indebtedness of the type referred to in clause (a) above of any partnership or unincorporated joint venture in which such Person is legally obligated or has a reasonable expectation of being liable with respect thereto. "Funding Bank" shall have the meaning given to such term in Section 4.7. "GAAP" shall mean generally accepted accounting principles in the United States of America, in effect from time to time. "GAAP Indebtedness" shall mean debt for borrowed money which is or is required to be reflected as a liability on the balance sheet of the respective obligor in accordance with GAAP. "Governmental Authority" shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body. "Guarantees" shall mean that certain Guarantee dated as of the Original Closing Date made by certain of the Guarantors in favor of the Agent (for itself and the Lenders) and each other agreement pursuant to which any Person unconditionally guarantees the Obligations. "Guarantors" shall mean those Persons listed on Schedule 6.9 hereto as a Guarantor, and each other Person which unconditionally guarantees the Obligations. "GWF" shall mean Great White Fleet Ltd., a Bermuda company. 13 "Hedging Agreements" shall mean any Interest Rate Protection Agreement or other interest rate protection agreement, foreign currency exchange agreement, commodity purchase or option agreement or other interest or exchange rate or commodity price hedging agreements. "Highest Lawful Rate" shall mean, at any given time during which any Obligations shall be outstanding hereunder, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness under this Credit Agreement, under the laws of the State of New York (or the law of any other jurisdiction whose laws may be mandatorily applicable notwithstanding other provisions of this Credit Agreement and the other Credit Documents), or under applicable federal laws which may presently or hereafter be in effect and which allow a higher maximum nonusurious interest rate than under New York or such other jurisdiction's law, in any case after taking into account, to the extent permitted by applicable law, any and all relevant payments or charges under this Credit Agreement and any other Credit Documents executed in connection herewith, and any available exemptions, exceptions and exclusions. "Inactive Subsidiary" shall mean each Subsidiary (other than a Guarantor, a Pledgor Entity or a Pledged Party) which (a) owns assets with a book value of less than $1,000,000 as of the last day of the past fiscal year or (b) had sales for the past fiscal year of less than $1,000,000 (as of the Closing Date, the Inactive Subsidiaries are identified as such on Schedule 6.9 hereto as Inactive Subsidiaries). "Indebtedness" shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and either due within six months of the incurrence thereof or incurred on longer payment terms for the purchase of cans and related packaging products) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all guaranties of such Person with respect to Indebtedness of the type referred to in this definition of another Person, (h) the principal portion of all obligations of such Person under Capital Leases, (i) all obligations of such Person under Hedging Agreements (with the amount thereof, for the purposes of this Credit Agreement, being the net amount thereof in accordance with GAAP), (j) the maximum amount of all standby letters of credit issued or bankers' acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital Stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date, (l) the principal portion of all obligations of such Person under 14 synthetic leases, tax retention operating leases and other similar off-balance sheet financing arrangements (but excluding true leases) and (m) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer and for which such Person is legally obligated. "Independent Accountant" shall mean a firm of independent public accountants of nationally recognized standing selected by the Borrower, which is "independent" as that term is defined in Rule 2-01 of Regulation S-X promulgated by the Securities and Exchange Commission. "Indian River" shall mean The Packers of Indian River, Ltd., a limited partnership formed under the laws of the state of Florida. "Initial Lender" shall mean Foothill or Ableco. "Insurance Premium Block" shall mean a block on Availability pursuant to Section 2.1 hereof that is instituted at any time when the sum of (i) Availability (without giving effect to the Resolution Block) plus (ii) the Borrower's and its Subsidiaries' (other than any Excluded Entity's) unrestricted cash and Cash Equivalents, is less than $20,000,000. Such Insurance Premium Block shall, as of any date of determination, be in an amount equal to the lesser of (i) the Indebtedness then outstanding and permitted pursuant to clause (d)(xiv) of the defined term "Permitted Indebtedness," or (ii) the amount of the insurance premium that would be payable for 90 days of the insurance policy for which the premium was financed as permitted pursuant to clause (d)(xiv) of the defined term "Permitted Indebtedness." "Interest Period" means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan and ending 1, 2, or 3 months thereafter; provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, or 3 months after the date on which the Interest Period began, as applicable, and (e) Borrower may not elect an Interest Period which will end after the Maturity Date. "Interest Rate" shall have the meaning given to such term in Section 4.1. "Interest Rate Protection Agreement" shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity purchase or option agreement or other interest or exchange rate or commodity price hedging agreements between the Borrower and any Lender, or any affiliate of a Lender. 15 "Internal Revenue" shall mean the Internal Revenue Service and any successor agency. "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto and all rules and regulations promulgated thereunder. "Inventory" shall mean all of the Borrower's inventory, including without limitation, (i) all raw materials, work in process, parts, components, assemblies, supplies and materials used or consumed in the Borrower's business; (ii) all goods, wares and merchandise, finished or unfinished, held for sale or lease or leased or furnished or to be furnished under contracts of service; and (iii) all goods returned to or repossessed by the Borrower. "Investment" in any Person shall mean (i) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise, but exclusive of the acquisition of inventory, supplies, equipment and other property or assets used or consumed in the ordinary course of business of the Borrower or its Subsidiaries and Consolidated Capital Expenditures not otherwise prohibited hereunder) of assets, shares of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of such Person, (ii) any deposit (other than deposits constituting a Permitted Lien) with, or advance, loan or other extension of credit (other than sales of inventory or services on credit in the ordinary course of business and payable or dischargeable in accordance with customary trade terms and sales on credit of the type described in clauses (c) or (d) of Section 9.3) to, such Person or (iii) any other capital contribution to or investment in such Person, including, without limitation, any obligation incurred for the benefit of such Person. In determining the aggregate amount of Investments outstanding at any particular time, (a) the amount of any Investment represented by a guaranty shall be taken at not less than the maximum principal amount of the obligations guaranteed and still outstanding; (b) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise; and (d) there shall not be deducted from the aggregate amount of Investments any decrease in the market value thereof. "Issuing Bank" shall mean Foothill or any Person that is acceptable to the Agent which shall issue an L/C Undertaking for the account of the Borrower. "Issuing Bank Fees" shall have the meaning given to such term in Section 4.5(b). "Joinder Agreement" shall mean an agreement in the form of Exhibit J attached hereto. "L/C Undertaking" shall mean a participation in, or a reimbursement or indemnification undertaking with respect to, a Letter of Credit. "Lender" shall have the meaning given to such term in the preamble of this Credit Agreement. 16 "Lending Party" shall have the meaning given to such term in Section 14.7. "Letter of Credit Committed Amount" shall have the meaning given to such term in Section 3.1. "Letter of Credit Documents" shall mean, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations. "Letter of Credit Fee" shall have the meaning given to such term in Section 4.5(a). "Letter of Credit Obligations" shall mean, at any time, the sum of (i) the aggregate undrawn amount of all Letters of Credit outstanding at such time, plus (ii) the aggregate amount of all drawings under Letters of Credit for which the Issuing Bank has not at such time been reimbursed, paid or repaid, plus (iii) without duplication, the aggregate amount of all payments made by each Lender to the Issuing Bank with respect to such Lender's participation in L/C Undertakings as provided in Section 3.3 for which the Borrower has not at such time reimbursed the Lenders, whether by way of a Revolving Loan or otherwise. "Letters of Credit" shall mean the stand-by letters of credit issued by an Underlying Issuer for the account of the Borrower for which an L/C Undertaking has been provided or undertaken by the Issuing Lender, and all amendments, renewals, extensions or replacements thereof. "Leverage Ratio" shall mean, for any date of determination, the ratio of (i) GAAP Indebtedness of Borrower and its Subsidiaries (other than CPF and its Subsidiaries) on that date to (ii) Consolidated EBITDA for the four quarters ending on such date. "LIBOR Deadline" has the meaning set forth in Section 4.8(b)(i). "LIBOR Notice" means a written notice in the form of Exhibit D-1. "LIBOR Option" has the meaning set forth in Section 4.8(a). "LIBOR Rate" means, for each Interest Period for each LIBOR Rate Loan, the rate per annum determined by Agent (rounded upwards, if necessary, to the next 1/16%) by dividing (a) the Base LIBOR Rate for such Interest Period, by (b) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage. "LIBOR Rate Loan" means each portion of a Revolving Loan or the Term Loan that bears interest at a rate determined by reference to the LIBOR Rate. 17 "Lien(s)" shall mean any lien, license, claim, charge, pledge, security interest, deed of trust, mortgage, or other encumbrance. "Loan" or "Loans" shall mean the Revolving Loans and/or the Term Loans (or a portion of any Revolving Loan or Term Loan), individually or collectively, as appropriate. "Loan Account" shall have the meaning set forth in Section 2.5. "Material Adverse Change" shall mean (a) a change in the business, operations, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or the Collateral, which in either case would materially and adversely affect the ability of the Borrower Entities, taken as a whole, to perform their obligations under the Credit Documents, or (b) a material adverse change in the rights and remedies of the Agent or any Lender thereunder. "Material Adverse Effect" shall mean (a) an effect on the business, operations, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or the Collateral, which in either case would materially and adversely affect the ability of the Borrower Entities, taken as a whole, to perform their obligations under the Credit Documents, or (b) a material adverse effect on the rights and remedies of the Agent or any Lender thereunder. "Material Contract" shall mean any contract (other than any of the Credit Documents), whether written or oral, to which the Borrower or any of its Subsidiaries is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect. "Maturity Date" shall mean June 7, 2004. "Maximum Credit Line" means $130,000,000, as such amount may be reduced from time to time pursuant to and in accordance with Section 2.3. "Mortgages" shall mean each mortgage, security agreement and fixture filing, deed of trust or other real estate security document executed in favor of or for the benefit of the Agent and/or the Lenders to secure any or all of the Obligations. "Multiemployer Plan" shall mean a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA and (i) which is, or within the immediately preceding six (6) years was, contributed to by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate or (ii) with respect to which the Borrower or any Subsidiary of the Borrower may incur any liability. "Net Cash Proceeds" shall mean the aggregate cash proceeds and Cash Equivalents received by the Borrower or the applicable Subsidiary in respect of any Asset Disposition, Specified Asset Disposition or Equity Issuance, net of (a) direct costs (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and (b) taxes paid or payable as a result thereof; it being understood that "Net Cash Proceeds" shall include, without limitation, any cash received upon the sale or other disposition of any non-cash 18 consideration received by the Borrower in any Asset Disposition, Specified Asset Disposition or Equity Issuance. "Net Liquidation Value" shall mean the value of the Borrower's trademarks and related rights, as set forth in the Appraisal. "Note" or "Notes" shall mean the Revolving Notes and/or the Term Loan Notes, individually or collectively, as appropriate. "Notice of Borrowing" shall have the meaning given to such term in Section 2.1(d)(i). "Obligations" shall mean the Loans, any other loans and advances or extensions of credit made or to be made by any Lender to the Borrower, or to others for the Borrower's account in each case pursuant to the terms and provisions of this Credit Agreement, together with interest thereon (including interest which would be payable as post-petition interest in connection with any bankruptcy or similar proceeding) and, including, without limitation, any reimbursement obligation or indemnity of the Borrower or its Subsidiaries on account of Letters of Credit and all other Letter of Credit Obligations, and all indebtedness, fees, liabilities and obligations which may at any time be owing to the Agent or any Lender pursuant to this Credit Agreement or any other Credit Document, whether now in existence or incurred from time to time hereafter, whether unsecured or secured by pledge, Lien upon or security interest in any of the Borrower's assets or property or the assets or property of any other Person, whether such indebtedness is absolute or contingent, joint or several, matured or unmatured, direct or indirect and whether the Borrower or any Subsidiary is liable to the Agent or any Lender for such indebtedness as principal, surety, endorser, guarantor or otherwise. Obligations shall also include any other indebtedness owing to the Agent or any Lender under this Credit Agreement and the other Credit Documents, the Borrower's liability to any Lender pursuant to this Credit Agreement as maker or endorser of any promissory note or other instrument for the payment of money, any liability to the Agent or any Lender pursuant to this Credit Agreement or any other Credit Document under any instrument of guaranty or indemnity, or arising under any guaranty, endorsement or undertaking which the Agent or any Lender may make or issue to others for the Borrower's account pursuant to this Credit Agreement, including any accommodation extended with respect to applications for Letters of Credit, and all liabilities and obligations owing from the Borrower to the Agent or any Lender, or any affiliate of the Agent or a Lender, arising under Interest Rate Protection Agreements entered into for the purpose of hedging interest rate risk under this Credit Agreement. "Operative Documents" shall mean the Credit Documents and the Security Documents. "Original Closing Date" shall mean March 7, 2001. "Original Credit Agreement" shall have the meaning given to such term in the recitals to this Credit Agreement. "Original Obligations" shall mean "Obligations" as defined in the Original Credit Agreement. 19 "Original Term Loans" shall mean "Term Loans" as defined in the Original Credit Agreement. "Other Taxes" shall have the meaning given to such term in Section 2.7(c). "PACA" shall mean the Perishable Agricultural Commodities Act, 7 U.S.C. Section 499. "PBGC" shall mean the Pension Benefit Guaranty Corporation and any Person succeeding to the functions thereof. "Permitted Acquisitions" shall mean an Acquisition by any Borrower Entity of an Acquired Company which Acquisition complies with the following requirements (in each case to the satisfaction of the Agent): (i) the Acquired Company shall be an operating company that engages in a line of business substantially similar to the business that one or more Borrower Entities engaged in on the Original Closing Date, (ii) the Agent shall have received, if available, a review of the financial condition of the Acquired Company conducted by a firm of independent certified public accountants of nationally recognized standing reasonably acceptable to the Agent and such other reports and analyses in connection with the Acquisition as the Agent may reasonably request and an internal summary of the results of the Borrower Entity's due diligence and/or its economic justification for such Acquisition and the bases therefor (excluding any information in any such report, analyses or summary to which the attorney client privilege applies), (iii) the Agent shall have completed a field examination relating to the applicable Acquired Company and the results thereof are satisfactory to the Agent, (iv) the Agent shall have received all items required by Sections 7.9, 7.10 and 7.16 in connection with the Acquired Company, (v) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (vi) the Borrower shall have delivered to the Agent a pro forma compliance certificate demonstrating that, upon giving effect to such Acquisition on a pro forma basis, the Borrower and its Subsidiaries shall be in compliance with all of the covenants set forth in Article VIII and no Default or Event of Default shall exist immediately prior to or immediately after the consummation of the Acquisition, and (viii) the Borrower shall have delivered to the Agent all Acquisition Documents in connection with such Permitted Acquisition which documents shall be reasonably satisfactory to the Agent. "Permitted Indebtedness" shall mean Indebtedness which meets all of the following tests at the time it is incurred: (a) if such Indebtedness is incurred after the Original Closing Date, the Borrower, on a pro forma basis and assuming such Indebtedness is incurred, would be in compliance with the financial covenants set forth herein, (b) after giving effect to the incurrence of such Indebtedness, the aggregate principal amount of all GAAP Indebtedness of the Borrower and its Subsidiaries (including without duplication, GAAP Indebtedness owing under the Credit Documents and GAAP Indebtedness of Excluded Entities, but excluding Indebtedness owing by the Borrower to CBII and evidenced by that certain Subordinated Promissory Note dated December 31, 2000 in an original principal amount equal to $40,000,000) at such time (i) does not exceed $540,000,000 at any time on a consolidated basis, or (ii) does not, when added, without duplication, to all Indebtedness of such Persons of the types described in clauses (f), (g), (j), (l) or (m) of the definition of Indebtedness (but, in the case of clause (m), excluding Indebtedness of CTP arising solely by virtue of its role as general partner of Indian 20 River), exceed $565,000,000 at all times, (c) after giving effect to the incurrence of such Indebtedness, the aggregate principal amount of all GAAP Indebtedness of the Borrower and its Subsidiaries (including without duplication, GAAP Indebtedness owing under the Credit Documents and GAAP Indebtedness of Excluded Entities (other than CPF and its Subsidiaries) but excluding Indebtedness owing by the Borrower to CBII and evidenced by that certain Subordinated Promissory Note dated December 31, 2000 in an original principal amount equal to $40,000,000) at such time (i) does not exceed $360,000,000 at any time, on a consolidated basis, or (ii) does not, when added, without duplication, to all Indebtedness of such Persons of the types described in clauses (f), (g), (j), (l) or (m) of the definition of Indebtedness (but, in the case of clause (m), excluding Indebtedness of CTP arising solely by virtue of its role as general partner of Indian River), exceed $385,000,000 at all times and (d) Indebtedness which consists of: (i) Indebtedness owing to the Agent and the Lenders with respect to the Revolving Loans, the Term Loans, the Letters of Credit or otherwise, pursuant to the Credit Documents; (ii) trade payables incurred in the ordinary course of the business and other payment obligations under grower contracts entered into in the ordinary course of business; (iii) purchase money Indebtedness (including Capital Leases) hereafter incurred by the Borrower or any of its Subsidiaries not otherwise constituting Permitted Indebtedness and incurred to finance the purchase of fixed assets provided that (A) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding (excluding any such Indebtedness referred to in clause (v) immediately below); (B) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (C) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (iv) obligations of the Borrower or any of its Subsidiaries in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks or commodity price fluctuations and not for speculative purposes; (v) Indebtedness described on Schedule 1.1D attached hereto and any refinancings or replacements of such Indebtedness; provided that the aggregate principal amount of such Indebtedness is not increased, the scheduled maturity dates of such Indebtedness are not shortened and such refinancing is on terms and conditions no more restrictive than the terms and conditions of the Indebtedness being refinanced; (vi) unsecured Indebtedness owing to the Borrower or a Subsidiary by the Borrower or a Subsidiary, as long as the related Investment is permitted hereunder; (vii) Indebtedness of Persons who are members of the Chiquita Fresh European Group as long as (i) such Indebtedness is non-recourse to the Borrower and each of its Subsidiaries which is not a member of the Chiquita Fresh European Group, and (ii) such Indebtedness, when added to the aggregate principal amount of all other Indebtedness of the members of the Chiquita Fresh European Group (other than Indebtedness described in clause (vi) 21 above), is in an aggregate outstanding principal amount not to exceed $30,000,000 at any time and is otherwise not prohibited by any document or instrument to which one or more members of the Chiquita Fresh European Group is a party; (viii) Indebtedness of Persons who are members of the Chiquita Fresh Latin American Group as long as (i) such Indebtedness is non-recourse to the Borrower and each of its Subsidiaries which is not a member of the Chiquita Fresh Latin American Group and such Indebtedness is otherwise not prohibited by any document or instrument to which one or more members of the Chiquita Fresh Latin American Group is a party, and (ii) such Indebtedness, when added to the aggregate principal amount of all other Indebtedness of the members of the Chiquita Fresh Latin American Group (but excluding Back-to-Back Loans and other Indebtedness described in clause (vi) above), is in an aggregate outstanding principal amount not to exceed $35,000,000 at any time; (ix) Indebtedness of GWF and its Subsidiaries as long as (i) such Indebtedness is non-recourse to the Borrower and each of its Subsidiaries (other than GWF) which is not a Subsidiary of GWF and such Indebtedness is otherwise not prohibited by any document or instrument to which GWF or one or more of its Subsidiaries is a party and (ii) the aggregate outstanding principal amount of all such Indebtedness of GWF and its Subsidiaries, when added to the aggregate principal amount of all other Indebtedness of GWF and its Subsidiaries (other than Indebtedness described in clause (vi) above), does not exceed $225,000,000 at any time; (x) Indebtedness of CPF and its Subsidiaries as long as (i) such Indebtedness is non-recourse to the Borrower and each of its Subsidiaries (other than CPF) which is not a Subsidiary of CPF and is otherwise not prohibited by any document or instrument to which CPF or one or more of its Subsidiaries is a party and (ii) the aggregate outstanding principal amount of all such Indebtedness of CPF and its Subsidiaries when added to the aggregate principal amount of all other Indebtedness of CPF and its Subsidiaries (other than Indebtedness described in clause (vi) above), does not exceed $200,000,000 at any time; (xi) Indebtedness of Frupac or its Subsidiaries as long as (i) such Indebtedness is non-recourse to the Borrower or any of its Subsidiaries (other than Frupac) which is not a Subsidiary of Frupac and is otherwise not prohibited by any document or instrument to which Frupac or one or more of its Subsidiaries is a party and (ii) the aggregate outstanding principal amount of all such Indebtedness of Frupac and its Subsidiaries when added to the aggregate principal amount of all other Indebtedness of Frupac and its Subsidiaries (other than Indebtedness described in clause (vi) above), does not exceed $25,000,000 at any time; (xii) Indebtedness of PV and its Subsidiaries as long as (i) such Indebtedness is non-recourse to the Borrower or any of its Subsidiaries (other than PV) which is not a Subsidiary of PV and is otherwise not prohibited by any document or instrument to which PV or one or more of its Subsidiaries is a party and (ii) the aggregate outstanding principal amount of all Indebtedness of PV and its Subsidiaries, when added to the aggregate principal amount of all other Indebtedness of PV and its Subsidiaries (other than Indebtedness described in clause (vi) above) does not exceed $35,000,000 at any time; 22 (xiii) Indebtedness of CTP arising solely from its status as a general partner of Indian River; (xiv) Indebtedness in an amount not to exceed $15,000,000 outstanding at any time incurred by Borrower to finance the payment of insurance premiums; and (xv) such other Indebtedness as the Required Lenders in their sole and absolute discretion approve in writing. "Permitted Investments" shall mean: (i) Cash Equivalents; (ii) interest-bearing demand or time deposits (including certificates of deposit) which are insured by the Federal Deposit Insurance Corporation ("FDIC") or a similar federal insurance program; provided, however, that the Borrower may, in the ordinary course of business, maintain in its operating accounts from time to time amounts in excess of then applicable FDIC or other program insurance limits; (iii) Investments existing on the Original Closing Date and set forth on Schedule 1.1E attached hereto (including capitalization of any intercompany advances shown thereon); (iv) advances to officers, directors and employees of CBII, the Borrower or any of its Subsidiaries for expenses incurred or anticipated to be incurred in the ordinary course as long as (a) no advances to any one Person are in excess of $250,000 in the aggregate at any time outstanding (except for a one-time $750,000 advance to one employee) and (b) all such advances do not exceed $5,000,000 in the aggregate at any time outstanding; (v) Qualified Investments made in or to a Secured Credit Party; (vi) Qualified Investments made by Persons other than members of the Chiquita Fresh European Group in or to one or more Persons who are, as of the Closing Date, members of the Chiquita Fresh Latin American Group (or Persons which are Wholly-Owned Subsidiaries of such members of the Chiquita Fresh Latin America Group) (it being agreed that a Back-to-Back Loan to any member of the Chiquita Fresh Latin American Group shall, solely for the purposes of this clause, constitute an Investment in or to such member of the Chiquita Fresh Latin American Group and not an Investment in or to the applicable lender); (vii) Qualified Investments made by Persons other than members of the Chiquita Fresh Latin American Group in or to one or more Persons who are, as of the Closing Date, members of the Chiquita Fresh European Group (or Persons which are Wholly-Owned Subsidiaries of such members of the Chiquita Fresh European Group), as long as the aggregate amount thereof made after the Original Closing Date does not exceed $10,000,000 in any given fiscal year; (viii) Qualified Investments made by Persons who are members of the Chiquita Fresh European Group in or to one or more Persons who are, as of the Closing Date, members of 23 the Chiquita Fresh European Group (or Persons which are Wholly-Owned Subsidiaries of such members of the Chiquita Fresh European Group); (ix) Qualified Investments (other than those permitted pursuant to clause (vi) above) made by Persons who are members of the Chiquita Fresh Latin American Group as long as the aggregate outstanding amount thereof made after the Original Closing Date does not exceed $15,000,000 at any one time; (x) Qualified Investments (other than those permitted pursuant to clause (vii) or (viii) above) made by Persons who are members of the Chiquita Fresh European Group as long as the aggregate outstanding amount thereof made after the Original Closing Date does not exceed $15,000,000 at any one time; (xi) Qualified Investments made by the Secured Credit Parties (other than Investments made in or to a member of the Chiquita Fresh Latin American Group, members of the Chiquita Fresh European Group, an Excluded Entity or an Inactive Subsidiary) as long as the aggregate outstanding amount thereof made after the Original Closing Date does not exceed $15,000,000 at any time; (xii) Investments made at a time when no Event of Default has occurred and is continuing (other than by Excluded Entities) in independent growers in the ordinary course of business as long as the aggregate outstanding balance permitted under this clause (xii) do not exceed $10,000,000 at any time; (xiii) Investments made by one or more Excluded Entities; (xiv) Loans made by the Borrower to Frupac which do not exceed $25,000,000 outstanding at any time during the months of September to June and which do not exceed $7,000,000 outstanding at any time during the months of July and August; (xv) Loans made by Chiquita Banana Company B.V., a Netherlands company, to CIL; (xvi) Investments made by the Borrower in Citrus to the extent required to service existing debt of Citrus but not to exceed $1,100,000 in any fiscal year; (xvii) Investments consisting of securities or debt instruments which are proceeds of Specified Asset Dispositions or Asset Dispositions (to the extent permitted by Section 9.3); (xviii) Investments described on Schedule 9.3A; (xix) A loan to CBII for Permitted Restructuring Expenses or any transfer of funds as permitted by Section 9.6; (xx) such other Investments as the Required Lenders may approve in their sole discretion; 24 (xxi) advances to CTP solely to the extent necessary to permit CTP to make capital expenditures; (xxii) advances consisting of the payment of insurance premiums by the Borrower on insurance policies that insure the Borrower and one or more Subsidiaries, Excluded Entities or CBII, as long as each such advance is repaid to the Borrower by the applicable Subsidiary (other than Secured Credit Parties), Excluded Entity or CBII within 90 days after the date on which such advance was made; (xxiii) advances consisting of payment of insurance claim deductibles and self-insured retentions by the Borrower on liability insurance policies that insure the Borrower and one or more Subsidiaries, Excluded Entities or CBII, provided (a) each such advance is repaid to the Borrower by the applicable Subsidiary (other than Secured Credit Parties), Excluded Entity or CBII within 90 days after the date on which such advance was made; and (b) the aggregate amount of such advances outstanding at any given time, excluding those made on behalf of the Secured Credit Parties, does not exceed $1,000,000; and (xxiv) indemnity obligations incurred by the Borrower to secure the payment of insurance claim deductibles and self-insured retentions and to support operational bonding obligations of one or more Subsidiaries, Excluded Entities or CBII, provided that (a) any payment made by the Borrower in compliance with such indemnity obligation is repaid to the Borrower by the applicable Subsidiary (other than Secured Credit Parties), Excluded Entity or CBII within 90 days after the date on which such payment was made, (b) any letters of credit issued for the account of the Borrower shall be Letters of Credit; and (c) the aggregate amount of the indemnity obligation of the Borrower shall not exceed $3,000,000 for Subsidiaries (other than Secured Credit Parties), Excluded Entities or CBII for any given annual policy year; Notwithstanding the foregoing, Permitted Investments shall not include (i) Investments made in or to an Inactive Subsidiary (other than Investments permitted pursuant to clauses (iii), (xxii), (xxiii) or (xxiv) above), (ii) Investments made in or to an Excluded Entity (other than Investments permitted pursuant to clause (iii), (xiv) or (xvi) or (xxii), (xxiii) and (xxiv) above and Investments made by an Excluded Entity); (iii) Investments (other than as described in clause (xix), (xxii), (xxiii) or (xxiv) above) made in or to CBII or any Subsidiary of CBII which is not the Borrower or a Subsidiary of the Borrower; and (iv) investments in or to CTP other than those permitted pursuant to clause (xxi) above. "Permitted Liens" shall mean (i) Liens granted to the Agent or the Lenders or any Affiliate of a Lender pursuant to any Credit Document; (ii) Liens listed on Schedule 1.1C attached hereto; (iii) Liens on fixed assets securing purchase money Indebtedness (including Capital Leases) to the extent permitted under Section 9.2, provided that (A) any such Lien attaches to such assets concurrently with or within thirty (30) days after the acquisition thereof and only to the assets to be acquired and (B) a description of the assets so acquired is furnished to the Agent; 25 (iv) Liens of warehousemen, mechanics, materialmen, workers, repairmen, fillers, packagers, processors, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not yet due and payable or which are being diligently contested in good faith by the Borrower by appropriate proceedings, provided that in any such case an adequate reserve is being maintained by the Borrower for the payment of same; (v) attachment or judgment Liens individually or in the aggregate not in excess of $250,000 (exclusive of (a) any amounts that are duly bonded to the satisfaction of the Agent in its reasonable judgment or (b) any amount adequately covered by insurance as to which the insurance company has acknowledged in writing its obligations for coverage); (vi) Liens for taxes, assessments or other governmental charges not yet due and payable or which are being diligently contested in good faith by the Borrower by appropriate proceedings, provided that in any such case an adequate reserve is being maintained by the Borrower for the payment of same in accordance with GAAP; (vii) deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance; (viii) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, regulatory or statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (ix) Liens arising from claims under PACA; (x) Liens on assets of GWF, CPF, PV or Frupac or their respective Subsidiaries to secure Indebtedness of one or more of such Persons as long as the owner of the assets which are the subject of such Liens is the primary obligor on such Indebtedness (or is a Subsidiary or parent of such primary obligor, provided that, in the case of a parent, such parent is an Excluded Entity), as long as the applicable Indebtedness is permitted pursuant to clause (ix), (x), (xi) or (xii) of the definition of Permitted Indebtedness herein; (xi) Liens on assets of a Person (other than on Collateral or assets intended to constitute Collateral) to secure Indebtedness of such Person permitted hereunder; (xii) Liens on insurance proceeds and unearned insurance premiums which secure the Permitted Indebtedness described in clause (d)(xiv) of the defined term "Permitted Indebtedness"; and (xiii) such other Liens as the Required Lenders, in their sole and absolute discretion, approve in writing. "Permitted Restructuring Expenses" shall mean payments made on or before March 31, 2002 to or for the benefit of CBII for legal, investment banking and other professional fees and related expenses (including court costs) incurred in connection with the proposed restructuring of CBII's Indebtedness and which are made at a time when all of the following conditions are satisfied: (i) no Event of Default has occurred and is continuing (or would be 26 caused thereby); (ii) the average Availability (without giving effect to the Resolution Block) plus Borrower's and its Subsidiaries' (other than any Excluded Entity's) unrestricted cash and Cash Equivalents for the thirty (30) day period ending ten (10) days prior to the date of such payment was at least $20,000,000; (iii) the amount of such payment, when added to all other payments made during such fiscal quarter, other than any payment of the "Restructuring Fee" to The Blackstone Group as contemplated by clause (iv) below and other than any payment of the fee payable to Houlihan, Lokey, Howard & Zukin as contemplated by clause (vi) below, does not exceed $3,000,000; provided that if the total of all such payments made under this clause (iii) in any fiscal quarter shall be less than $3,000,000, the unutilized portion of such $3,000,000 permitted payment may be carried forward into subsequent fiscal quarters so long as aggregate payments, other than any payment of the "Restructuring Fee", of more than $6,000,000 are not made in any fiscal quarter; (iv) if the payment is to fund payment of the "Restructuring Fee" owing to The Blackstone Group pursuant to that certain engagement letter between The Blackstone Group and CBII dated November 6, 2000, the amount of such payment shall not exceed the lesser of the maximum amount owing for that fee and $7,600,000; (v) if the payment is made after the commencement of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding by or against CBII, the payment shall be made by way of a loan from Borrower to CBII which is protected by an appropriate court order which is acceptable to the Agent and the Required Lenders and specifically assigned to the Agent as Collateral; and (vi) if the payment is to CBII to permit CBII to pay the success fee of Houlihan Lokey Howard & Zukin, such success fee shall not exceed $5,000,000 and prior to the payment of such success fee the Agent shall have received evidence of the CBII Reorganization Consummation. "Person" shall mean any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, entity, party or government (including any division, agency or department thereof), and, as applicable, the successors, heirs and assigns of each. "Plan" shall mean any employee benefit plan, program or arrangement, whether oral or written, maintained or contributed to by the Borrower or any Subsidiary, or with respect to which the Borrower or any such Subsidiary may incur liability. "Pledge Agreements" shall mean (i) that certain Stock Pledge Agreement dated as of the Original Closing Date between the pledgors named therein and the Agent, (ii) that certain LLC Pledge Agreement dated as of the Original Closing Date between the pledgors named therein and the Agent and (iii) each other agreement (other than a Security Agreement) pursuant to which the equity of any Person is pledged to the Agent to secure the Obligations. "Pledged Party" shall mean each Person (other than a Credit Party) whose equity, in whole or in part, is pledged to the Agent to secure the Obligations. "Pledgor Entity" means each Person which has pledged equity in a Pledged Party to the Agent to secure the Obligations. "Prime Rate" shall mean the rate which Wells Fargo announces from time to time as its prime lending rate, as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Wells 27 Fargo (and its affiliates) may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. "Prime Rate Loan" means each portion of a Revolving Loan or the Term Loan that bears interest at a rate determined by reference to the Prime Rate. "Pro Rata Share" of any Lender means a fraction, the numerator of which is such Lender's Commitment and the denominator of which is the Aggregate Commitment; provided, however, in the event all Commitments have been terminated or reduced to zero, Pro Rata Share shall be determined according to the Commitments in effect immediately prior to such termination. "Proprietary Rights" shall have the meaning given to such term in Section 6.18. "PV" shall mean Produce Ventures, L.L.C., a Delaware limited liability company. "Qualified Investment" means an Investment which meets all of the following tests: (i) it is made when no Default or Event of Default has occurred and is continuing (or would be caused thereby), (ii) it is made to a Person which is Solvent after giving effect to such Investment but ignoring intercompany liabilities to the Borrower and its Subsidiaries, (iii) if it is a loan, it is made to a Person which is not subject to any restriction, contractual or otherwise, that would prohibit or restrain it from returning or repaying such Investment, (iv) if it is an Investment described in clauses (ix), (x) and (xi) of the definition of Permitted Investments, it is made when the Borrower, immediately after giving effect thereto, has Availability of at least $10,000,000 and (v) if such Investment is an Acquisition, it constitutes a Permitted Acquisition. "Qualified Refinancing" shall mean a refinancing of this Credit Agreement in which all of the Obligations are paid in full in cash and for which Ableco or Foothill or an Affiliate thereof is agent. "Reportable Event" shall mean any of the events described in Section 4043 of ERISA and the regulations thereunder. "Required Lenders" shall mean, at any time, Lenders which are then in compliance with their obligations hereunder (as determined by the Agent) and holding in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of (i) the aggregate Commitments or (ii) if the Commitments have been terminated, the outstanding Loans and participation interests (including the participation interests of the Issuing Bank in any Letters of Credit). "Reserve Percentage" means, on any day, for any Lender, the maximum percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency funding (currently referred to as "eurocurrency liabilities") of that Lender, but so long as such Lender is not required or directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero. 28 "Resolution Block" means $10,000,000; provided, however, that such amount shall be reduced to $0 upon the last to occur of (i) the time at which the Borrower provides the Agent the documents required to be provided by each Secured Credit Party pursuant to Section 5.2(b) for each Credit Party (other than the Secured Credit Parties), (ii) the time at which a plan of reorganization for CBII (which has been confirmed by an order of the applicable bankruptcy court) becomes effective, (iii) the time at which the Agent is satisfied that the Composite Guarantee and Charge dated March 6, 2002 between the Companies (as defined therein) and the Agent has been filed or registered with all appropriate Bermuda Governmental Authorities or (iv) the time at which the Agent has received confirmation (in form and substance satisfactory to the Agent) from each foreign counsel that has previously provided a legal opinion regarding one or more Credit Documents, that no additional documents should be executed or delivered and no additional actions, registrations or filings should be taken or made under the applicable foreign law or practice to perfect or protect the Agent and the Lenders or to otherwise afford the Agent and the Lenders the full benefits intended to be afforded to the Agent and the Lenders pursuant to this Agreement and the other Credit Documents. "Restricted Payment" shall mean (i) any cash dividend or other cash distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, as the case may be, now or hereafter outstanding, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries now or hereafter outstanding by the Borrower or any of its Subsidiaries, as the case may be, except for any redemption, retirement, sinking funds or similar payment payable solely in such shares of that class of stock or in any class of stock junior to that class, (iii) any cash payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries now or hereafter outstanding, or (iv) any payment to any Affiliate of the Borrower except to the extent expressly permitted in this Credit Agreement. "Retiree Health Plan" shall mean an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA that provides benefits to persons after termination of employment, other than as required by Section 601 of ERISA. "Revolving Credit Borrowing Base" shall have the meaning given to such term in Section 2.1(b)(i). "Revolving Credit Borrowing Base Certificate" shall have the meaning given to such term in Section 7.1(e)(i). "Revolving Credit Committed Amount" shall mean, at any time, the Maximum Credit Line less the principal balance of then outstanding Term Loans. "Revolving Loans" shall have the meaning given to such term in Section 2.1(b). "Revolving Notes" shall have the meaning given to such term in Section 2.1(c). "Secured Credit Parties" shall mean each Credit Party which is also a party to a Security Agreement. 29 "Securitization" has the meaning specified therefor in Section 2.10. "Securitization Party" the meaning specified therefor in Section 2.10. "Security Agreements" shall mean (i) the Security Agreement dated as of the Original Closing Date between the Agent, the Borrower and the obligors named therein, (ii) the Security Agreement dated as of the Original Closing Date between the Agent and Chiquita (Canada) Inc., (iii) composite Guarantee and Charge dated as of the Original Closing Date, as amended, by and among the Agent and CIL, Banexpro Ltd., Catellia Ltd., Tela Railroad Company Ltd., Financiera Agricola, Ltd., Financiera Estrella Ltd., and M.M. Holding Ltd. and (iv) each other agreement (other than a Pledge Agreement) pursuant to which one or more Persons grant a lien on any or all of their assets to the Agent to secure the Obligations. "Security Documents" shall mean, collectively, the Security Agreements, the Pledge Agreements, the Mortgages, any Acknowledgment Agreements and any lockbox agreement or any other tri-party arrangement with respect to the bank accounts of the Borrower. "Settlement Period" shall have the meaning given to such term in Section 2.1(d)(ii). "Solvent" shall mean, with respect to any Person, that (i) the fair saleable value of such Person's assets exceeds all of its probable liabilities, (ii) such Person does not have unreasonably small capital in relation to the business in which it is or proposes to be engaged and (iii) such Person has not incurred, and does not believe that it will incur, debts beyond its ability to pay such debts as they become due. "Specified Asset Disposition" means each disposition of one or more of the assets described on Schedule 9.3. "Subsidiary" shall mean, as to any Person, (a) any corporation more than fifty percent (50%) of whose Capital Stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than a fifty percent (50%) interest in the total capital, total income and/or total ownership interests of such entity at any time and (c) any partnership in which such Person is a general partner (it being agreed that unless otherwise designated, "Subsidiary" shall mean any direct or indirect "Subsidiary" of the Borrower); provided however, that neither Indian River nor Heaton Holdings Ltd., a Cayman Islands company, shall constitute a Subsidiary of the Borrower or any of its Subsidiaries, unless such entity is consolidated with the Borrower or any of its Subsidiaries in accordance with GAAP. "Taxes" shall mean any federal, state, local or foreign income, sales, use, transfer, payroll, personal, property, occupancy, franchise or other tax, levy, impost, fee, imposition, assessment or similar charge, together with any interest or penalties thereon. 30 "Term Loans" shall have the meaning given to such term in Section 2.2(a). "Term Loan Committed Amount" shall mean the aggregate term loan facility extended by the Lenders to the Borrower for Term Loans pursuant to and in accordance with the terms of this Credit Agreement, in an amount up to $70,000,000, as such term loan facility shall be reduced in accordance with Section 2.3(c). "Term Loan Notes" shall have the meaning given to such term in Section 2.2(e) hereof. "Termination Event" shall mean (i) a Reportable Event with respect to any Benefit Plan or Multiemployer Plan; (ii) the withdrawal of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Benefit Plan during a plan year in which such entity was a "substantial employer" as defined in Section 4001(a)(2) of ERISA; (iii) the providing of notice of intent to terminate a Benefit Plan pursuant to Section 4041 of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Benefit Plan or Multiemployer Plan; (v) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan or Multiemployer Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Multiemployer Plan. "Trademark License Agreement" shall mean that certain Trademark License Agreement dated November 1, 2001, by and between the Borrower and CIL. "Trademark Note" shall mean that certain Promissory Note executed by CIL in favor of the Borrower dated November 1, 2001." "Tropical Farms" means farms (and related assets, including farm land held in reserve but not currently planted) located in Guatemala, Chile, Colombia, Panama, Honduras, Costa Rica, Guadeloupe, Martinique or Ivory Coast on which bananas, plantains and similar produce is grown. "Unallocated CBII Overhead" shall mean the following overhead and disbursements of CBII, but only to the extent that they are not otherwise allocated to the Borrower and its consolidated Subsidiaries: salaries, pension and benefit expenses, taxes (other than taxes on income or revenue), insurance costs, legal expenses, communication and maintenance fees, travel expenses, outside accounting fees, headquarter office expenses, deferred compensation and non-contractual severance expenses, but excluding Permitted Restructuring Expenses and principal, interest and other fees related to any Indebtedness. "Underlying Issuer" means a third Person which is the beneficiary of an L/C Undertaking and which has issued a Letter of Credit at the request of the Issuing Bank for the benefit of the Borrower. "Voting Stock" shall mean, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote 31 for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency. "Wells Fargo" has the meaning set forth in the preamble hereto. "Wholly-Owned Subsidiary" of a Person means each entity in which (other than directors' qualifying shares or the equivalent thereof required by law) one hundred percent (100%) of the outstanding equity interests are directly owned, beneficially and of record, by such Person or by one or more of such Person's Wholly-Owned Subsidiaries. 1.2 ACCOUNTING TERMS AND DETERMINATIONS Unless otherwise defined or specified herein, all accounting terms shall be construed herein and all accounting determinations for purposes of determining compliance with Sections 8.1 through 8.5 hereof and otherwise to be made under this Credit Agreement shall be made in accordance with GAAP applied on a basis consistent in all material respects with the Financials. All financial statements required to be delivered hereunder from and after the Original Closing Date and all financial records shall be maintained in accordance with GAAP as in effect as of the date of such financial statements. If GAAP shall change from the basis used in preparing the Financials, the certificates required to be delivered pursuant to Section 7.1 demonstrating compliance with the covenants contained herein shall include calculations setting forth the adjustments necessary to demonstrate how the Borrower is in compliance with the financial covenants based upon GAAP as in effect as of the date of the Financials. If the Borrower shall change its method of inventory accounting, all calculations necessary to determine compliance with the covenants contained herein shall be made as if such method of inventory accounting had not been so changed. If the Borrower's financial statements or the calculation of the covenants contained herein are impacted by "fresh start" accounting as a result of or pursuant to the reorganization or restructuring of CBII, the Borrower, the Agent and the Lenders agree to amend the provisions hereof so that the criteria for evaluating the Borrower's financial condition and performance will be the same as if such impact had not occurred. 1.3 OTHER DEFINITIONAL TERMS. Terms not otherwise defined herein which are defined in the Uniform Commercial Code as in effect in the State of New York from time to time (the "Code") shall have the meanings given them in the Code. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Credit Agreement shall refer to the Credit Agreement as a whole and not to any particular provision of this Credit Agreement, unless otherwise specifically provided. References in this Credit Agreement to "Articles", "Sections", "Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specifically provided. Any of the terms defined in Section 1.1 may, unless the context otherwise requires, be used in the singular or plural depending on the reference. "Include", "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. "Writing", "written" and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. References to any agreement or contract are to such agreement or contract as amended, modified or supplemented from time to time in 32 accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of such Person. References "from" or "through" any date mean, unless otherwise specified, "from and including" or "through and including", respectively. References to any times herein shall refer to Eastern Standard time or Eastern Daylight time, as then in effect. ARTICLE II. LOANS 2.1 REVOLVING LOANS. (a) Commitment. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each of the Lenders severally agrees to lend to the Borrower at any time or from time to time on or after the Closing Date and before the Maturity Date, such Lender's Pro Rata Share of the Revolving Loans as may be requested or deemed requested by the Borrower. (b) Determination of Revolving Credit Borrowing Base. (i) The Lenders agree, subject to the terms and conditions of this Credit Agreement, from time to time, to make loans and advances to the Borrower hereunder on a revolving basis. Such loans and advances to the Borrower (each, a "Revolving Loan"; and collectively, the "Revolving Loans") together with the Letter of Credit Obligations outstanding with respect to the Letters of Credit shall not in the aggregate exceed the least of ( the "Revolving Credit Borrowing Base"): (A) the Revolving Credit Committed Amount at such time minus the aggregate amount of all Asset Sale Blocks, the Insurance Premium Block, the Resolution Block and all Farm Sale Blocks then in place; (B) twenty-five percent (25%) of the Net Liquidation Value minus the aggregate amount of all Asset Sale Blocks, the Insurance Premium Block, the Resolution Block and all Farm Sale Blocks then in place; (C) the following amount: (1) an amount up to eighty-five percent (85%) of Eligible Accounts Receivable; plus (2) twenty percent (20%) of the Net Liquidation Value, minus (3) the aggregate amount of reserves established by the Agent from time to time in its sole discretion, exercised in a commercially reasonable manner and in good faith, including, 33 without limitation, reserves for claims under PACA (including, without limitation, a reserve in an amount equal to all amounts then owed to Persons other than CIL for the purchase of bananas and plantains) and reserves for accruals to be paid to customers, minus (4) the aggregate amount of all Asset Sale Blocks, the Insurance Premium Block, the Resolution Block and all Farm Sale Blocks then in place; or (D) the amount equal to Consolidated EBITDA of the Borrower and its Subsidiaries (other than CPF and its Subsidiaries) as of the most recently completed twelve fiscal month period for which information is available (exclusive of unusual items as determined in accordance with GAAP and non-cash items to the extent not already excluded in determining Consolidated EBITDA) minus the sum of (1) the outstanding principal balance of the Term Loan and (2) the aggregate amount of all Asset Sale Blocks, the Insurance Premium Block, the Resolution Block and all Farm Sale Blocks then in place. Subject to the relevant terms and provisions set forth herein, the Agent at all times shall have the right to reduce or increase the advance rates (but not in excess of the advance rates set forth in the definition of Revolving Credit Borrowing Base) and standards of eligibility under this Credit Agreement, in each case in its sole discretion, exercised in a commercially reasonable manner and in good faith, if the Agent shall determine in its reasonable credit judgment that there is a risk that the Obligations may be undersecured as a result of a change in the condition or valuation of the Collateral. Such reduction or increase shall become effective after one (1) Business Day's prior notice from the Agent to the Borrower and the Lenders. Each Lender expressly authorizes the Agent to determine, subject to the terms of this Credit Agreement, on behalf of such Lender whether or not Accounts shall be deemed to constitute Eligible Accounts Receivable. (ii) No Lender shall be obligated at any time to make available to the Borrower its Pro Rata Share of any requested Revolving Loan if such amount plus its Pro Rata Share of all Revolving Loans, Letter of Credit Obligations and Term Loans then outstanding would exceed such Lender's Commitment at such time. No Lender shall be obligated to make available, nor shall the Agent make available, any Revolving Loans to the Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans and all Letter of Credit Obligations would cause the aggregate outstanding Revolving Loans and all Letter of Credit Obligations to exceed the Revolving Credit Borrowing Base. The Borrower shall promptly repay to the Agent for the account of the Lenders from time to time the full amount of the excess, if any of (A) the amount of all Revolving Loans and Letter of Credit Obligations outstanding over (B) the lesser of (1) the Revolving Credit Committed Amount at such time and (2) the Revolving Credit Borrowing Base. 34 (c) Revolving Notes. The obligations to repay the Revolving Loans and to pay interest thereon shall be evidenced by separate promissory notes of the Borrower to each Lender in substantially the form of Exhibit C-1 attached hereto (the "Revolving Notes"), with appropriate insertions, one Revolving Note being payable to the order of each Lender in a principal amount equal to such Lender's Revolving Credit Committed Amount and representing the obligations of the Borrower to pay such Lender the amount of such Lender's Revolving Credit Committed Amount or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be made appropriate notations on its Revolving Note, or on a record pertaining thereto, reflecting Revolving Loans and repayments thereof. The outstanding amount of the Revolving Loans set forth on such Lender's Revolving Note or record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in such notation or record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Note to make payments of principal of or interest on any Revolving Note when due. (d) Borrowings under Revolving Notes. (i) Subject to Section 4.8(b)(i), each request for borrowings hereunder shall be made by a notice in the form attached hereto as Exhibit D from the Borrower to the Agent (a "Notice of Borrowing"), given not later than 11:00 a.m. on the Business Day on which the proposed borrowing is requested to be made for Revolving Loans. Each Notice of Borrowing shall be given by either telephone or telecopy, and, if requested by the Agent, confirmed in writing if by telephone, setting forth (1) the requested date of such borrowing, (2) the aggregate amount of such requested borrowing, (3) certification by the Borrower that it has complied in all respects with Article 5, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans outstanding hereunder (including, without limitation, availability under the Revolving Credit Borrowing Base) and (4) the account at which such requested funds should be made available. Each Notice of Borrowing shall be irrevocable by and binding on the Borrower. The Borrower shall be entitled to borrow Revolving Loans in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof (or the remaining amount of the Revolving Credit Committed Amount at such time, if less). Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 p.m. on the date of the Agent's receipt of notice from the Borrower) of each Notice of Borrowing by telecopy, telex or cable (other than any Notice of Borrowing which will be funded by the Agent in accordance with subsection (d)(ii) below). No later than 3:00 p.m. on the date on which a borrowing is requested to be made pursuant to the applicable Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its Pro Rata Share of such borrowing requested to be made. Unless the Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Agent its portion of the borrowing to be made on such 35 date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Article V for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in such Notice of Borrowing. (ii) Because the Borrower anticipates requesting borrowings of Revolving Loans on a daily basis and repaying Revolving Loans on a daily basis through the collection of Accounts and the proceeds of other Collateral, resulting in the amount of outstanding Revolving Loans fluctuating from day to day, in order to administer the Revolving Loans in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, the Lenders hereby instruct the Agent, and the Agent may (but is not obligated to) (A) make available, on behalf of the Lenders, the full amount of all Revolving Loans requested by the Borrower not to exceed $20,000,000 in the aggregate at any one time outstanding without requiring that the Borrower give the Agent a Notice of Borrowing with respect to such borrowing and without giving each Lender prior notice of the proposed borrowing, of such Lender's Pro Rata Share thereof and the other matters covered by the Notice of Borrowing and (B) if the Agent has made any such amounts available as provided in clause (A), upon repayment of Revolving Loans by the Borrower, apply such amounts repaid directly to the amounts made available by the Agent in accordance with clause (A) and not yet settled as described below; provided that the Agent shall not advance funds as described in clause (A) above if the Agent has actually received prior to such borrowing (1) an officer's certificate from the Borrower pursuant to and in accordance with Section 7.1(j) that a Default or Event of Default is in existence or (2) a Notice of Borrowing from the Borrower wherein the certification provided therein states that the conditions to the making of the requested Revolving Loans have not been satisfied or (3) a written notice from any Lender that the conditions to such borrowing have not been satisfied, which officer's certificate, Notice of Borrowing or notice, in each case, shall not have been rescinded. If the Agent advances Revolving Loans on behalf of the Lenders, as provided in the immediately preceding sentence, the amount of outstanding Revolving Loans and each Lender's Pro Rata Share thereof shall be computed weekly rather than daily and shall be adjusted upward or downward on the basis of the amount of outstanding Revolving Loans as of 5:00 p.m. on the Business Day immediately preceding the date of each computation; provided, however, that the Agent retains the absolute right at any time or from time to time to make the aforedescribed adjustments at intervals more frequent than weekly. The Agent shall deliver to each of the Lenders after the end of each week, or such lesser period or periods as the Agent shall determine, a summary statement of the amount of outstanding Revolving Loans for such period (such week or lesser period or periods being hereafter referred to as a "Settlement Period"). If the summary statement is sent by the Agent and received by the Lenders prior to 12:00 Noon on any Business Day each Lender shall make the transfers described in the next succeeding sentence no later than 3:00 p.m. on the day such summary statement was sent; and if such summary statement is sent by the Agent and received by the Lenders after 12:00 Noon on any Business Day, each Lender shall make such transfers no later than 3:00 p.m. on the next succeeding Business Day. If in any Settlement Period, the amount of a Lender's Pro Rata Share of the Revolving 36 Loans is in excess of the amount of Revolving Loans actually funded by such Lender, such Lender shall forthwith (but in no event later than the time set forth in the next preceding sentence) transfer to the Agent by wire transfer in immediately available funds the amount of such excess; and, on the other hand, if the amount of a Lender's Pro Rata Share of the Revolving Loans in any Settlement Period is less than the amount of Revolving Loans actually funded by such Lender, the Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of such difference. The obligation of each of the Lenders to transfer such funds shall be irrevocable and unconditional and without recourse to or warranty by the Agent. Each of the Agent and the Lenders agree to mark their respective books and records at the end of each Settlement Period to show at all times the dollar amount of their respective Pro Rata Shares of the outstanding Revolving Loans. Because the Agent on behalf of the Lenders may be advancing and/or may be repaid Revolving Loans prior to the time when the Lenders will actually advance and/or be repaid Revolving Loans, interest with respect to Revolving Loans shall be allocated by the Agent to each Lender (including the Agent) in accordance with the amount of Revolving Loans actually advanced by and repaid to each Lender (including the Agent) during each Settlement Period and shall accrue from and including the date such Revolving Loans are advanced by the Agent to but excluding the date such Revolving Loans are repaid by the Borrower in accordance with Section 2.4 or actually settled by the applicable Lender as described in this Section 2.1(d)(ii). (iii) If the amounts described in subsection (d)(i) or (d)(ii) of this Section 2.1 are not in fact made available to the Agent by a Lender (such Lender being hereinafter referred to as a "Defaulting Lender") and the Agent has made such amount available to the Borrower, the Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than five (5) Business Days after such demand) pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, (A) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to either (1) if paid by such Defaulting Lender, the overnight Federal Funds Rate or (2) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 4.1, plus (B) in each case, an amount equal to any costs (including legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Credit Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (B) above on account of such Defaulting Lender's default. (iv) The failure of any Lender to make the Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such borrowing, but no Lender shall 37 be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any borrowing. (v) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Article IV, on outstanding Revolving Loans which it has funded to the Agent from the date such Lender funded such Revolving Loan to, but excluding, the date on which such Lender is repaid with respect to such Revolving Loan. (vi) Notwithstanding the obligation of the Borrower to send written confirmation of a Notice of Borrowing made by telephone if and when requested by the Agent, in the event that the Agent agrees to accept a Notice of Borrowing made by telephone, such telephonic Notice of Borrowing shall be binding on the Borrower whether or not written confirmation is sent by the Borrower or requested by the Agent. The Agent may act prior to the receipt of any requested written confirmation, without any liability whatsoever, based upon telephonic notice believed by the Agent in good faith to be from the Borrower or its agents. The Agent's records of the terms of any telephonic Notices of Borrowing shall be conclusive on the Borrower in the absence of gross negligence or willful misconduct on the part of the Agent in connection therewith. 2.2 TERM LOANS. (a) Term Loan Commitments. Immediately prior to the date hereof, the aggregate outstanding principal amount of the Original Term Loans was $69,800,000. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the date hereof the Original Term Loans shall be increased by an amount equal to $200,000 and the resulting balance of the Original Term Loans equal to $70,000,000 shall be converted to and restated as Term Loans outstanding hereunder effective on the Closing Date. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made. (b) [INTENTIONALLY DELETED] (c) [INTENTIONALLY DELETED] (d) Repayment of Term Loans. The principal amount of the Term Loans shall be repaid in consecutive monthly payments on the first day of each calendar month commencing with the first day of October, 2002 and continuing thereafter until the Term Loans are repaid in full. The amount of each such payment (other than the final payment) shall equal $1,250,000. The amount of the final payment shall be an amount equal to the then outstanding principal balance of the Term Loans. (e) Term Notes. The obligations to repay the Term Loans and to pay interest thereon shall be evidenced by separate promissory notes of the Borrower to each Lender in substantially the form of Exhibit C-2 attached hereto (the "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Pro Rata Share of the Term Loans and representing the obligations of the Borrower to pay such Lender the amount of such Lender's Pro Rata Share of the Term Loans or, 38 if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be made appropriate notations on its Term Loan Note, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in such notation or record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Loan Note to make payments of principal of or interest on any Term Loan Note when due. 2.3 OPTIONAL AND MANDATORY PREPAYMENTS. (a) Voluntary Prepayments. Except as set forth below, the Borrower shall have the right to prepay Loans in whole or in part from time to time, without premium or penalty; provided, however, that each such partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Subject to the foregoing terms, amounts prepaid under this Section 2.3(a) shall be applied first to Revolving Loans and then to the Term Loans. Voluntary prepayments on Term Loans shall not be permitted unless, immediately prior to such prepayment, the aggregate Commitments are equal to the then outstanding principal amount of the Term Loans. All voluntary prepayments of the Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. The Borrower has the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrower has sent a notice of termination pursuant to the provisions of this section, then the Commitments shall terminate and the Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, Borrower shall pay the Applicable Prepayment Premium to Agent (which may be allocated based upon letter agreements between Agent and individual Lenders). 39 (b) Mandatory Prepayments. (i) Revolving Credit Committed Amount. If at any time, the sum of the aggregate principal amount of outstanding Revolving Loans plus Letter of Credit Obligations outstanding shall exceed the amount of the Revolving Credit Borrowing Base, the Borrower immediately shall prepay, subject to Section 4.8(c), the Revolving Loans, and (after all Revolving Loans have been repaid) cash collateralize the Letter of Credit Obligations, in an amount sufficient to eliminate such excess. (ii) Asset Loss. To the extent of Net Cash Proceeds received in connection with an Asset Loss, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds unless the Agent shall have elected not to apply the proceeds realized from such Asset Loss to the prepayment of the Loans (any such prepayment under this Section 2.3(b)(ii) to be applied, subject to Section 4.8(c), as set forth in clause (v) below). (iii) Asset Transfers. Promptly and in any event within one (1) day following the occurrence of any Asset Disposition, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of the such Asset Disposition (any such prepayment under this Section 2.3(b)(iii) to be applied, subject to Section 4.8(c), as set forth in clause (v) below); unless the Net Cash Proceeds of an Asset Disposition do not exceed $1,000,000, in which case, the Borrower shall prepay the Loans within thirty (30) days of the end of the fiscal month in which such Asset Disposition took place. Promptly and in any event within one (1) day following the occurrence of any Specified Asset Disposition, the Borrower shall prepay the Loans in an aggregate amount equal to the greater of (a) seventy-five percent (75%) of the Net Cash Proceeds of such Specified Asset Disposition or (b) the amount set forth opposite the description of the applicable assets on Schedule 9.3 (any such prepayment under this Section 2.3(b)(iii) to be applied, subject to Section 4.8(c), as set forth in clause (v) below). (iv) Issuances of Equity. Promptly and in any event within five (5) days following the receipt by the Borrower of Net Cash Proceeds from any Equity Issuance occurring after the Original Closing Date, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Equity Issuance (any such prepayment under this Section 2.3(b)(iv) to be applied, subject to Section 4.8(c), as set forth in clause (v) below). Promptly and in any event within one (1) day following the receipt of any payment under or pursuant to the Trademark License Agreement or Trademark Note, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds received (any such payment under this Section 2.3(b)(iv) to be applied, subject to Section 4.8(c), as set forth in clause (v) below); provided however, if, at the time of such receipt no Default or Event of Default has occurred and is continuing, no such prepayment shall be required pursuant to this sentence. (v) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.3(b) shall be applied, subject to Section 4.8(c), as 40 follows: (A) with respect to all amounts prepaid pursuant to Section 2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.3(b)(ii) in connection with an Asset Loss, (1) first to the Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity and (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to Section 2.3(b)(iii), (1) first to the Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity, and (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv), unless the Borrower shall otherwise elect a different application in its discretion (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) second to the Term Loans, to be applied pro rata to the remaining principal installments thereof. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with the Security Agreement. Upon each application of funds pursuant to this Section 2.3(b)(v) (other than pursuant to clause 2.3(b)(v)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and (ii) each Lender's Commitment shall be reduced by its Pro Rata Share of the amount so applied. (c) Voluntary Reductions. The Borrower may from time to time permanently reduce or terminate the Maximum Credit Line in whole or in part (in minimum aggregate amounts of $5,000,000 or in integral multiples of $5,000,000 in excess thereof (or, if less, the full remaining amount of the then applicable Commitments)) upon three (3) Business Days' prior written notice to the Agent; provided, however, that no such termination or reduction shall be made which would cause the aggregate principal amount of (i) Term Loans to exceed the Maximum Credit Line or (ii) Revolving Loans plus Letter of Credit Obligations outstanding to exceed the Revolving Credit Borrowing Base, unless, concurrently with such termination or reduction, Loans are repaid to the extent necessary to eliminate such excess. The Agent shall promptly notify each affected Lender of receipt by the Agent of any notice from the Borrower pursuant to this Section 2.3(c). Upon each reduction in the Maximum Credit Line, each Lender's Commitment shall be reduced by its Pro Rata Share of the amount of such reduction. (d) Maturity Date. The Commitments of the Lenders and the Letter of Credit Commitment of the Issuing Bank shall automatically terminate on the Maturity Date. 2.4 PAYMENTS AND COMPUTATIONS. (a) The Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. on the day when due. Payments made by the Borrower shall be in 41 Dollars to the Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from the Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(ii), the Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender. The Borrower's obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (b) The Borrower hereby authorizes each Lender to charge from time to time against any or all of the Borrower's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year. 2.5 MAINTENANCE OF ACCOUNT; REGISTER. (a) The Agent shall maintain an account (the "Loan Account") on its books in the name of the Borrower in which the Borrower will be charged with all loans and other extensions of credit made by Agent and the Lenders (including, without limitation, the Issuing Bank) to the Borrower or for the Borrower's account, including the Revolving Loans, the Term Loans, the Letter of Credit Obligations and any other Obligations, including any and all costs, expenses and attorney's fees which the Agent may incur, including, without limitation, in connection with the exercise by or for the Lenders of any of the rights or powers herein conferred upon the Agent (other than in connection with any assignments or participations by any Lender) or in the prosecution or defense of any action or proceeding by or against the Borrower or the Lenders concerning any matter arising out of, connected with, or relating to this Credit Agreement or the Accounts, or any Obligations owing to the Lenders by the Borrower. In no event shall prior recourse to any Accounts or other Collateral be a prerequisite to the Agent's right to demand payment of any Obligation upon its maturity. Further, it is understood that the Agent shall have no obligation whatsoever to perform in any respect any of the Borrower's contracts or obligations relating to the Accounts. (b) The Borrower agrees to record the amount of each Revolving Loan and each Term Loan on the Register referred to in Section 14.6. Each Revolving Loan and each Term Loan recorded on the Register (the "Registered Loan") may not be evidenced by promissory notes other than a Registered Note (as defined below). Upon the registration of any 42 Revolving Loan or a Term Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the Borrower. The Borrower agrees, at the request of any Lender, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loan (i.e. containing registered note language) and registered as provided in Section 14.6 (a "Registered Note"), payable to the order of such Lender and otherwise duly completed. Once recorded on the Register, the Obligations evidenced by such Note may not be removed from the Register so long as it remains outstanding, and a Registered Note may not be exchanged for a promissory note that is not a Registered Note. 2.6 STATEMENT OF ACCOUNT After the end of each month the Agent shall send the Borrower a statement showing the accounting for the charges, loans, advances and other transactions occurring between the Lenders and the Borrower during that month. The monthly statements shall be deemed correct and binding upon the Borrower and shall constitute an account stated between the Borrower and the Lenders unless the Agent receives a written statement of the Borrower's exceptions within thirty (30) days after same is mailed to the Borrower. 2.7 TAXES. (a) Any and all payments by the Borrower hereunder or under the Notes to or for the benefit of any Lender shall be made, in accordance with Section 2.4, free and clear of and without deduction for any and all present or future Taxes, deductions, charges or withholdings and all liabilities with respect thereto, excluding, in the case of each such Lender and the Agent, Taxes imposed on or measured by the Agent's or any Lender's net income or receipts or franchise taxes or taxes measured by the Agent's or such Lender's, as applicable, net worth by the jurisdiction under the laws of which such Lender or the Agent, as applicable, is organized or maintains a lending office (any such excluded Taxes, collectively, "Excluded Taxes"). If the Borrower shall be required by law to deduct any Taxes (other than Excluded Taxes) from or in respect of any sum payable hereunder or under any Note to or for the benefit of any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (including deductions of Taxes applicable to additional sums payable under this Section 2.7) such Lender or the Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law; provided, however, that the Borrower shall be under no obligation to increase the sum payable to any Lender not organized under the laws of the United States or a state thereof (a "Foreign Lender") by an amount equal to the amount of the U.S. Tax required to be withheld under United States law from the sums paid to such Foreign Lender, if such withholding is caused by the failure of such Foreign Lender to be engaged in the active conduct of a trade or business in the United States or all amounts of interest and fees to be paid to such Foreign Lender hereunder are not effectively connected with such trade or business within the meaning of U.S. Treasury Regulation 1.1441-4(a). (b) Each Foreign Lender agrees that it will deliver to the Borrower and the Agent (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN 43 or W-8ECI or successor applicable form(s), as the case may be, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, together with any other certificate or statement of exemption required under the Internal Revenue Code or regulations issued thereunder. Each such Lender also agrees to deliver to the Borrower and the Agent two (2) further copies of the said Form W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Agent. Such Lender shall certify (A) in the case of a Form W-8BEN or W-8ECI, that it is entitled to receive payments under this Credit Agreement without deduction or withholding of any U.S. federal income taxes and (B) in the case of a Form W-8 or W-9, that it is entitled to an exemption from U.S. backup withholding tax. (c) In addition, the Borrower agrees to pay any present or future stamp, documentary, privilege, intangible or similar Taxes or any other excise or property Taxes, charges or similar levies that arise at any time or from time to time (other than Excluded Taxes) (i) from any payment made under any and all Credit Documents, (ii) from the transfer of the rights of any Lender under any Credit Documents to any other Lender or Lenders or (iii) from the execution or delivery by the Borrower of, or from the filing or recording or maintenance of, or otherwise with respect to, any and all Credit Documents (hereinafter referred to as "Other Taxes"). (d) The Borrower will indemnify each Lender and the Agent for the full amount of Taxes (including, without limitation and without duplication, any Taxes imposed by any jurisdiction on amounts payable under this Section 2.7), subject to (i) the exclusion set out in the first sentence of Section 2.7(a), (ii) the provisions of Section 2.7(b), and (iii) the provisions of the proviso set forth in Section 2.7(a), and will indemnify each Lender and the Agent for the full amount of Other Taxes (including, without limitation and without duplication, any Taxes imposed by any jurisdiction on amounts payable under this Section 2.7) paid by such Lender or the Agent (on its own behalf or on behalf of any Lender), as the case may be, in respect of payments made or to be made hereunder, and any liability (including penalties, interest and expenses) arising solely therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment of this indemnification shall be made within thirty (30) days from the date such Lender or the Agent, as the case may be, makes written demand therefor. (e) Within thirty (30) days after the date of any payment of Taxes or Other Taxes, the Borrower shall furnish to the Agent, at its address referred to in Section 14.5, the original or certified copy of a receipt evidencing payment thereof. 44 (f) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.7 shall survive the payment in full of all Obligations hereunder and under the Revolving Notes. 2.8 SHARING OF PAYMENTS. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans made by it or its participation in Letters of Credit in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall forthwith purchase from the other Lenders such participations in the Loans made by them or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment accruing to all Lenders in accordance with their respective ratable shares as provided for in this Credit Agreement; provided, however, that if all or any portion of such excess is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) or any interest or other amount paid or payable by the purchasing Lender in respect to the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.8 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. 2.9 PRO RATA TREATMENT. Each Loan, each payment or prepayment of principal of any Loan or reimbursement obligations arising from drawings under Letters of Credit, each payment of interest on the Loans, each payment of the Letter of Credit Fee, each reduction of the Commitments and each conversion or extension of any Loan, shall be allocated pro rata among the Lenders in accordance with the respective principal amounts of their outstanding Loans and their participation interests in the Letters of Credit; provided, however, that the foregoing fees payable hereunder to the Lenders shall be allocated to each Lender based on such Lender's Pro Rata Share. 2.10 SECURITIZATION. The Borrower hereby acknowledges that the Lenders and any of their Affiliates may sell or securitize the Obligations (a "Securitization") through the pledge of the Obligations as collateral security for loans to such Lenders or their Affiliates or through the sale of the Obligations or the issuance of direct or indirect interests in the Obligations, which loans to such Lenders or their Affiliates or direct or indirect interests will be rated by Moody's, Standard & Poor's or one or more other rating agencies (the "Rating Agencies"). The Borrower shall cooperate reasonably with such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by such Lenders, in connection 45 with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (including administrative duties or reporting obligations), of the Borrower under the Credit Documents or change or affect in a manner adverse to the Borrower the financial terms of the Obligations, and (b) providing such information as may be reasonably requested by such Lenders, in connection with the rating of the Obligations or the Securitization, (c) providing in connection with any rating of the Obligations, a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the "Securitization Parties") for any losses, claims, damages or liabilities (the "Liabilities") to which such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Credit Document or in any writing delivered by or on behalf of the Borrower and its respective Affiliates to the Agent or one or more Lenders in connection with any Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and such indemnity shall survive any transfer by such Lenders or their successors or assigns of the Obligations, and (ii) agreeing to reimburse such Lenders and any of their Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities; and (d) providing such information regarding the Borrower, the Guarantors, the Collateral and other property, assets and business of the Borrower and the Guarantors (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees. ARTICLE III. LETTERS OF CREDIT 3.1 ISSUANCE. Subject to the terms and conditions hereof and of the Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Bank may reasonably require, the Lenders will participate in the issuance by the Issuing Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Original Closing Date until the Maturity Date as the Borrower may request, in each case in a form acceptable to the Issuing Bank; provided, however, that (a) the Letter of Credit Obligations outstanding shall not at any time exceed THIRTY MILLION DOLLARS ($30,000,000) (the "Letter of Credit Committed Amount") and (b) the sum of the aggregate principal amount of outstanding Revolving Loans plus Letter of Credit Obligations outstanding shall not at any time exceed the Revolving Credit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Maturity Date. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business 46 Day. Notwithstanding anything to the contrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in Schedule 3.1 hereto. 3.2 NOTICE AND REPORTS. The request for the issuance of a Letter of Credit shall be submitted by the Borrower to the Issuing Bank at least three (3) Business Days prior to the requested date of issuance. The Issuing Bank will, upon request, disseminate to each of the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of the prior report, and including therein, among other things, the beneficiary, the face amount and the expiry date as well as any payment or expirations which may have occurred. 3.3 PARTICIPATION. Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank in the applicable L/C Undertaking and the Issuing Bank's rights with respect to such Letter of Credit and the obligations arising thereunder, in each case in an amount equal to its Pro Rata Share of such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Bank therefor and discharge when due, its Pro Rata Share of the obligations arising under such L/C Undertaking. Without limiting the scope and nature of each Lender's participation in any L/C Undertaking, to the extent that the Issuing Bank has not been reimbursed as required hereunder, each such Lender shall pay to the Issuing Bank its Pro Rata Share of such unreimbursed drawing pursuant to the provisions of Section 3.4. The obligation of each Lender to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to make a payment to the Issuing Bank as a result of drawings under any Letter of Credit, together with interest as hereinafter provided. 3.4 PAYMENT. In the event of any drawing under any Letter of Credit, the Issuing Bank will, promptly upon receiving actual knowledge thereof, notify the Borrower. Unless the Borrower shall immediately notify the Issuing Bank that the Borrower intends to otherwise make a payment to the Issuing Bank in the amount of such drawing as a result of such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in Section 3.5 on the related Letter of Credit, the proceeds of which will be used to satisfy the related obligations to the Issuing Bank. The Borrower promises to make a payment to the Issuing Bank in an amount equal to the amount of each drawing on a Letter of Credit on the day of drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds. If the Borrower shall fail to pay the Issuing Bank as provided hereinabove, the amount of such payment which has not been made to the Issuing Bank shall bear interest at a per annum rate equal to the interest rate 47 applicable to Revolving Loans that are Prime Rate Loans. The Borrower's payment obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the Underlying Issuer, the Issuing Bank, the Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Bank will promptly notify the other Lenders of the amount of any payment owing to the Issuing Bank as a result of a draw on a Letter of Credit that has not been paid by the Borrower as provided above, and each Lender shall promptly pay to the Agent for the account of the Issuing Bank in Dollars and in immediately available funds, the amount of such Lender's Pro Rata Share of such amount. Such payment shall be made on the Business Day such notice is received by such Lender from the Issuing Bank if such notice is received at or before 2:00 p.m. otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Bank in full upon such request, such Lender shall, on demand, pay to the Agent for the account of the Issuing Bank interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the Prime Rate. Each Lender's obligation to make such payment to the Issuing Bank, and the right of the Issuing Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related Letter of Credit Documents, and shall have a claim against the Borrower with respect thereto. 3.5 REPAYMENT WITH REVOLVING LOANS. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to make a payment as a result of a drawing under a Letter of Credit, the Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Commitments pursuant to Section 11.2) pro rata based on the respective Pro Rata Shares of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 11.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Pro Rata Share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of 48 such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency proceeding with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Pro Rata Shares of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Prime Rate. 3.6 RENEWAL, EXTENSION. The renewal or extension of any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder. 3.7 UNIFORM CUSTOMS AND PRACTICES. The Issuing Bank or the Underlying Issuer may provide that the Letters of Credit shall be subject to The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue by the International Chamber of Commerce (the "UCP"), in which case the UCP may be incorporated by reference therein and deemed in all respects to be a part thereof. 3.8 INDEMNIFICATION; NATURE OF ISSUING BANK'S DUTIES. (a) In addition to their other obligations under this Article III, the Borrower agrees to protect, indemnify, pay and save the Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or any L/C Undertaking or (B) the failure of the Underlying Issuer or the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called "Government Acts"). 49 (b) As between the Borrower and the Issuing Bank, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit or any L/C Undertaking by the beneficiary thereof. The Issuing Bank shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (iv) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (v) for any consequences arising from causes beyond the control of the Issuing Bank, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank's rights or powers hereunder. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Bank, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all Government Acts. The Issuing Bank shall not, in any way, be liable for any failure by the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Bank. (d) Nothing in this Section 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 3.4 above. The obligations of the Borrower under this Section 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Bank to enforce any right, power or benefit under this Credit Agreement. (e) Notwithstanding anything to the contrary contained in this Section 3.8, the Borrower shall have no obligation to indemnify the Issuing Bank in respect of any liability incurred by the Issuing Bank arising solely out of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction. 3.9 RESPONSIBILITY OF ISSUING BANK. It is expressly understood and agreed that the obligations of the Issuing Bank hereunder to the Lenders are only those expressly set forth in this Credit Agreement and that the Issuing Bank shall be entitled to assume that the conditions precedent set forth in Article III or V have been satisfied unless it shall have acquired actual knowledge that any such condition precedent has not been satisfied; provided, however, that nothing set forth in this Article III shall be deemed to prejudice the right of any Lender to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Article III in the event that it 50 is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit constituted gross negligence or willful misconduct on the part of the Issuing Bank. 3.10 CONFLICT WITH LETTER OF CREDIT DOCUMENTS. In the event of any conflict between this Credit Agreement and any Letter of Credit Document (including any letter of credit application), this Credit Agreement shall control. ARTICLE IV. INTEREST AND FEES 4.1 INTEREST ON LOANS. Subject to Section 4.8(a), interest on the Loans and other amounts charged to the Loan Account shall accrue each day on the balance thereof, and shall be payable monthly in arrears on the first day of each calendar month (for the preceding month). Subject to the provisions of Section 4.2, the interest rate (the "Interest Rate") with respect to (i) a LIBOR Rate Loan shall be equal to the LIBOR Rate plus three and three-quarters percent (3.75%) and (ii) a Prime Rate Loan shall be equal to a per annum rate equal to the Prime Rate plus one percent (1%). The interest rate hereunder shall be calculated based on a 360 day year for the actual number of days elapsed. The foregoing notwithstanding, at no time shall any portion of the Obligations bear interest on any day on the daily balance thereof at a per annum rate less than 6% (the "Minimum Rate"). To the extent that interest accrued hereunder at the rate otherwise set forth herein would be less than the foregoing minimum daily rate, the interest rate chargeable hereunder for such day shall automatically be deemed increased to the Minimum Rate. 4.2 INTEREST AFTER EVENT OF DEFAULT. Interest on the Loans and other amounts charged to the Loan Account, as of the date an Event of Default occurs, and at all times thereafter until the earlier of the date upon which (a) all Obligations have been paid and satisfied in full in cash or (b) such Event of Default shall have been cured or waived, shall be payable on demand at a rate equal to the Interest Rate plus two percent (2%) per annum (the "Default Rate"). Interest shall be payable on any other amount due hereunder and shall accrue at the Default Rate from the date due and payable until paid in full. The rates hereunder shall be calculated based on a 360-day year for the actual number of days elapsed. 4.3 [INTENTIONALLY DELETED] 4.4 AGENT'S FEES. The Borrower shall pay all fees required to be paid to the Agent under the Fee Letter at the times and in the amounts set forth therein. 51 4.5 LETTER OF CREDIT FEES. (a) Letter of Credit Fee. In consideration of the issuance of Letters of Credit hereunder, the Borrower promises to pay to the Agent for the account of each Lender a fee (the "Letter of Credit Fee") on such Lender's Pro Rata Share of the average daily maximum amount available to be drawn under each such Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to three percent (3%) per annum. The Letter of Credit Fee will be payable in arrears on a monthly basis. (b) Issuing Bank Fees. In addition to the Letter of Credit Fee payable pursuant to clause (a) above, the Borrower promises to pay to the Issuing Bank for its own account without sharing by the other Lenders the letter of credit fronting and negotiation fees agreed to by the Borrower and the Issuing Bank from time to time and the customary charges from time to time of the Issuing Bank with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the "Issuing Bank Fees") and all fees or other amounts charged to the Issuing Bank by the Underlying Issuer. 4.6 AUTHORIZATION TO CHARGE LOAN ACCOUNT. The Borrower hereby authorizes the Agent to charge the Loan Account with the amount of all payments, fees and other amounts due hereunder or under the Fee Letter to the Lenders, the Agent and the Issuing Bank as and when such payments become due. The Borrower confirms that any charges which the Agent may so make to the Borrower's accounts as herein provided will be made as an accommodation to the Borrower and solely at the Agent's discretion. 4.7 INDEMNIFICATION IN CERTAIN EVENTS. If after the Original Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to Foothill or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) 52 or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining any Commitment, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrower shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such increased cost. A certificate as to the amount of such increased cost shall be submitted to the Borrower by the Agent and shall be conclusive and binding absent manifest error. 4.8 LIBOR OPTION. (a) Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Prime Rate, Borrower shall have the option (the "LIBOR Option") to have interest on all or a portion of the Revolving Loans or the Term Loan be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof elect to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Prime Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrower no longer shall have the option to request that Revolving Loans or the Term Loan bear interest at the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Prime Rate Loans hereunder. (b) LIBOR Election. (i) Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. (California time) at least 3 Business Days prior to the commencement of the proposed Interest Period (the "LIBOR Deadline"). Notice of Borrower's election of the LIBOR Option for a permitted portion of the Revolving Loans or the Term Loan and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (California time) on the same day. Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the Lenders having a Revolving Credit Committed Amount. (ii) Each LIBOR Notice shall be irrevocable and binding on Borrower. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense incurred by Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or 53 prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to Agent or any Lender, be deemed to equal the amount determined by Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert, or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which Agent or such Lender would be offered were it to be offered, at the commencement of such period, for Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Agent or a Lender delivered to Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section shall be conclusive absent manifest error. (iii) Borrower shall have not more than five (5) LIBOR Rate Loans in effect at any given time. Borrower only may exercise the LIBOR Option for LIBOR Rate Loans of at least $1,000,000 and integral multiples of $500,000 in excess thereof. (c) Prepayments. Borrower may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment in accordance with Section 2.3(b) or for any other reason, including early termination of the term of this Credit Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with clause (b)(ii) above; provided, however that if any prepayment would prepay a LIBOR Rate Loan, the Borrower may elect to either prepay such Loan at such time or have the Agent hold any such prepayment amount as cash collateral until the end of the Interest Period applicable to such LIBOR Rate Loan. All amounts held by the Agent as cash collateral pursuant to this Section 4.8(c) and not yet applied to prepay Loans shall bear interest for the account of the Borrower at a rate equal to the Federal Funds Rate. All such interest shall be treated as a portion of the original amount held as cash collateral by the Agent and shall be applied to prepay LIBOR Rate Loans, if applicable, in accordance with this Section 4.8(c). (d) Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected 54 Lender shall give Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). (ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation or application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrower and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender's notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Prime Rate Loans, and (z) Borrower shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so. (e) No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Section shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans. ARTICLE V. CONDITIONS PRECEDENT The obligation of the Lenders to make the Term Loans or any Revolving Loan or of the Issuing Bank to issue any Letter of Credit hereunder is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such Term Loans or any Revolving Loan or issuance of such Letter of Credit the following conditions precedent: 5.1 ORIGINAL CLOSING DATE CONDITIONS. The obligation of each Lender to make Loans and/or of the Issuing Bank to issue Letters of Credit under the Original Credit Agreement was subject to the satisfaction, on or prior to the Original Closing Date, of the following conditions precedent (all of which were either satisfied or waived): 55 (a) Executed Credit Documents. Receipt by the Agent of duly executed copies of: the Original Credit Agreement; the Notes issued pursuant to the Original Credit Agreement; the Security Documents and the Guarantees; and all other Credit Documents, and each other agreement, document, certificate or instrument described on the Closing Checklist attached to the Original Credit Agreement as Exhibit K, each in form and substance acceptable to the Agent and the Lenders in their sole discretion. (b) Corporate Documents. Receipt by the Agent of the following: (i) Charter Documents. Copies of the articles or certificates of incorporation or formation or other charter documents of each Credit Party certified, to the extent available, to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or formation and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Original Closing Date. (ii) Bylaws. A copy of the bylaws or limited liability company agreement or similar agreement of each Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Original Closing Date. (iii) Resolutions. Copies of resolutions of the Board of Directors or similar managing body of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Original Closing Date. (iv) Good Standing. Copies of (i) certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation and each other jurisdiction in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect and (ii) to the extent available, a certificate indicating payment of all corporate franchise taxes certified as of a recent date by the appropriate taxing Governmental Authorities. (v) Incumbency. An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Original Closing Date. (c) Financial Statements. Receipt by the Agent and the Lenders of the unaudited balance sheet of the Borrower as of, and a statement of income for the period ending, September 30, 2000 prepared by the chief accounting officer of the Borrower and such other information relating to the Borrower Entities as the Agent may reasonably require in connection with the structuring and syndication of credit facilities of the type described herein. (d) Opinions of Counsel. Receipt by the Agent of an opinion, or opinions (which covered, among other things, authority, legality, validity, binding effect, enforceability and attachment and perfection of liens) satisfactory to the Agent, addressed to the Agent and the 56 Lenders and dated the Original Closing Date, from legal counsel to the Borrower and the relevant Subsidiaries. (e) Collateral. The Agent shall have received: (i) searches of Uniform Commercial Code, PPSA or other similar filings in the jurisdiction of the chief executive office of each Secured Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) duly executed UCC, PPSA or other similar financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral; (iv) all instruments and chattel paper in the possession of the Borrower, together with allonges or assignments as may be necessary or appropriate to perfect the Agent's security interest in the Collateral to the extent required under the Security Agreement; (v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral, including, without limitation, such Acknowledgment Agreements as the Agent may require; (vi) duly executed tri-party agreements in form and substance acceptable to the Agent with respect to each bank account of the Borrower (other than payroll and petty cash bank accounts maintained as zero balance accounts and other similar bank accounts having limited or no activity and balances of not more than $10,000 and disbursement accounts and investment accounts acceptable to the Agent); and (vii) duly executed mortgages on the real property which is owned by CBCNA. (f) Priority of Liens. The Agent shall have received satisfactory evidence that the Agent, on behalf of the Lenders, holds a perfected, first priority Lien on all Collateral (subject only to Permitted Liens). (g) Opening Revolving Credit Borrowing Base Certificate. The Agent and the Borrower shall have agreed upon Revolving Credit Borrowing Base calculation and reporting procedures and the Agent shall have received a Revolving Credit Borrowing Base Certificate as of March 7, 2001, substantially in the form of Exhibit G and certified by the chief accounting 57 officer or treasurer of the Borrower on the Original Closing Date to be true and correct as of February 24, 2001. (h) [INTENTIONALLY DELETED] (i) [INTENTIONALLY DELETED] (j) Evidence of Insurance. Receipt by the Agent of copies of insurance policies or certificates of insurance of the Borrower and it Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Credit Documents, including, without limitation, naming the Agent as loss payee on behalf of the Lenders and as additional insured to the extent required by Section 7.10. (k) Corporate Structure. The corporate capital and ownership structure of the Borrower and its Subsidiaries shall be as described in Schedule 6.9. (l) Consents. Receipt by the Agent of evidence that all governmental, shareholder and third party consents and approvals required in connection with the transactions and the related financings contemplated hereby and expiration of all applicable waiting periods without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on such transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the judgment of the Agent could have such effect. (m) Litigation. There shall not exist any pending or threatened action, suit, investigation or proceeding against the Borrower or any of its Subsidiaries or its assets that could reasonably be expected to have a Material Adverse Effect. (n) Other Indebtedness. Receipt by the Agent of evidence that, after giving effect to the making of the Loans made on the Original Closing Date, the Borrower and its Subsidiaries shall have no Funded Indebtedness other than the Indebtedness under the Credit Documents and as disclosed on Schedule 1.1D. (o) Solvency Certificate. Receipt by the Agent of an officer's certificate for the Borrower prepared by its chief accounting officer or treasurer as to the financial condition, solvency and related matters of the Borrower, in each case after giving effect to the initial borrowings under the Credit Documents, in substantially the form of Exhibit H hereto. (p) Officer's Certificates. The Agent shall have received a certificate or certificates executed by the president or chief accounting officer or treasurer of the Borrower as of the Original Closing Date stating that (i) after giving effect to the making of the Loans and application of the proceeds thereof, the Borrower is in compliance with all existing financial obligations, (ii) all governmental, shareholder and third party consents and approvals, if any, with respect to the Credit Documents and the transactions contemplated thereby have been obtained, (iii) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental instrumentality that purports to affect the Borrower or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could reasonably be expected to have a Material Adverse Effect and (iv) immediately 58 after giving effect to this Credit Agreement, the other Credit Documents and all the transactions contemplated therein to occur on such date, (A) the Borrower is Solvent, (B) no Default or Event of Default exists, (C) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and (D) the Borrower is in compliance with each of the financial covenants set forth in Article VIII. (q) Fees and Expenses. Payment by the Borrower of all fees and expenses owed by it to the Lenders and the Agent, including, without limitation, payment to the Agent of the fees set forth in the Fee Letter. (r) Sources and Uses; Payment Instructions. Receipt by the Agent of (a) a statement of sources and uses of funds covering all payments reasonably expected to be made by the Borrower in connection with the transactions contemplated by the Credit Documents to be consummated on the Original Closing Date, including an itemized estimate of all fees, expenses and other closing costs and (b) payment instructions with respect to each wire transfer to be made by the Agent on behalf of the Lenders or the Borrower on the Original Closing Date setting forth the amount of such transfer, the purpose of such transfer, the name and number of the account to which such transfer is to be made, the name and ABA number of the bank or other financial institution where such account is located and the name and telephone number of an individual that can be contacted to confirm receipt of such transfer. (s) Account Designation Letter. Receipt by the Agent of an Account Designation Letter substantially in the form of Exhibit I hereto. (t) Material Adverse Change. (i) No material adverse change in the business, operations, profits or prospects of the Borrower and its Subsidiaries, taken as a whole, shall have occurred since September 30, 2000 and (ii) on or prior to the Original Closing Date, there shall not have occurred a substantial impairment of the financial markets generally which, in the opinion of the Lenders, has materially and adversely affected the transactions contemplated hereby. (u) Availability. The Lenders shall be satisfied that, after reserving for amounts to bring the current liabilities of the Borrower within their terms (and after giving effect to payments made to comply with item (r) above), the sum of (a) Availability plus (ii) the unrestricted cash and Cash Equivalents then held or owned directly by the Borrower, shall be equal to at least $40,000,000. (v) PACA. The Agent shall have received evidence satisfactory to the Agent that all contracts between the Borrower and any of its Subsidiaries that are subject to the benefits of PACA have payment terms of at least thirty-one (31) days and include language necessary to exclude the underlying sales transactions from the benefits of PACA. (w) Subordination. The Agent shall have received evidence satisfactory to the Agent that (i) either (A) all obligations (other than obligations in an aggregate principal amount not to exceed $40,000,000, which are evidenced by a note in form and substance acceptable to the Agent, and other than amounts accruing after January 1, 2001 relating to amounts owing with respect to overhead or tax sharing agreements) of the Borrower or any of its Subsidiaries owing 59 to CBII have been converted into equity or (B) all claims of and amounts, now or in the future, owing by the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries are subordinated to the Obligations, and (ii) all claims of, and amounts now or in the future owing by the Borrower by any of its Subsidiaries to CBII are subordinated to the Obligations. (x) Sales Agent. The Agent shall have received evidence satisfactory to the Agent that (i) CBCNA is the agent of the Borrower for the sale of bananas, plantains and other items in the United States and that all money received by CBCNA in connection with such sales is received for the benefit of, and is the property of, the Borrower, (ii) CBCNA is no longer the agent of, and no longer collects any funds for or on behalf of, CBII, (iii) Chiquita (Canada) Inc. is the agent of the Borrower for the sale of bananas, plantains and other items in Canada and that all money received by Chiquita (Canada) Inc. in connection with such sales is received for the benefit of, and is the property of, the Borrower and (iv) Chiquita (Canada) Inc. is no longer the agent of, and no longer collects any funds for or on behalf of, CBII. (y) Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably requested by any Lender, including, without limitation, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership and contingent liabilities of the Borrower. (z) The Agent shall have received copies, certified by an officer of the Borrower as being true, correct, complete and in full force and effect and not modified, of each of the following documents: (i) that certain License Agreement dated as of December 31, 2000 by and between the Borrower and CBII; (ii) that certain Banana Supply Agreement made effective as of December 31, 2000 by and between CIL and the Borrower; (iii) that certain Business Assignment Agreement made effective as of December 31, 2000 by and between CBII and the Borrower; (iv) that certain U.S. Sale of Fruit Commission Sales Agreement dated effective as of December 31, 2000 by and between the Borrower and CBCNA; (v) that certain Canadian Sale of Fruit Commission Sales Agreement dated effective as of December 31, 2000 by and between the Borrower and Chiquita (Canada) Inc.; (vi) that certain Waiver dated as of December 31, 2000 by and between CIL and the Borrower; and (vii) that certain Subordinated Promissory Note dated December 31, 2000 made by the Borrower in favor of CBII in an original principal amount equal to $40,000,000. 60 5.2 CLOSING CONDITIONS. The obligation of each Lender to make Loans and/or of the Issuing Bank to issue Letters of Credit under this Credit Agreement is subject to the satisfaction, on or prior to the Closing Date, of the following conditions precedent: (a) Executed Credit Documents. Receipt by the Agent of duly executed copies of this Credit Agreement, the Notes, all other Credit Documents amended or otherwise modified or executed in connection with the transactions contemplated by this Credit Agreement, and each other agreement, document, certificate or instrument described on the Closing Checklist attached hereto as Exhibit K, each in form and substance acceptable to the Agent and the Lenders in their reasonable judgment. (b) Corporate Documents. Receipt by the Agent of a certificate of a secretary or assistance secretary of each Secured Credit Party certifying that as of the Closing Date the following statements are true and correct or attaching the following, as applicable. (i) Charter Documents. The articles or certificates of incorporation or formation or other charter documents of each Secured Credit Party have not been amended after the Original Closing Date. (ii) Bylaws. The bylaws or limited liability company agreement or similar agreement of each Secured Credit Party has not been amended after the Original Closing Date. (iii) Resolutions. Copies of resolutions of the Board of Directors or similar managing body of each Credit Party approving, in the case of the Borrower, the Credit Agreement and, in the case of the other Credit Parties, the transactions contemplated by the Credit Agreement and, in the case of the Borrower, authorizing execution and delivery thereof, and in the case of the other Credit Parties, acknowledging and reaffirming the Credit Documents to which such other Credit Party is a party. (c) Opinions of Counsel. Receipt by the Agent of an opinion, or opinions (which shall cover, among other things, authority, legality, validity, binding effect, enforceability) satisfactory to the Agent, addressed to the Agent and the Lenders and dated the Closing Date, from legal counsel to the Borrower. (d) Officer's Certificates. The Agent shall have received a certificate or certificates executed by the president or chief accounting officer or treasurer of the Borrower as of the Closing Date stating that (i) after giving effect to the making of the Loans and application of the proceeds thereof, the Borrower is in compliance with all existing financial obligations, (ii) all governmental, shareholder and third party consents and approvals, if any, with respect to the Credit Documents and the transactions contemplated thereby have been obtained, (iii) except as disclosed to the Agent in writing by the Borrower, no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental instrumentality that purports to affect the Borrower or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could reasonably be expected to have a Material Adverse Effect and (iv) immediately after giving effect to this Credit Agreement, the other Credit 61 Documents and all the transactions contemplated herein or therein to occur on such date, (A) the Borrower is Solvent, (B) no Default or Event of Default exists, (C) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and (D) the Borrower is in compliance with each of the financial covenants set forth in Article VIII. (e) Fees and Expenses. Payment by the Borrower of all fees and expenses owed by it to the Lenders and the Agent, including, without limitation, payment to the Agent of the fees set forth in the Fee Letter. (f) Material Adverse Change. (i) No material adverse change in the business, operations, profits or prospects of the Borrower and its Subsidiaries, taken as a whole, shall have occurred since September 30, 2001 and (ii) on or prior to the Closing Date, there shall not have occurred a substantial impairment of the financial markets generally which, in the opinion of the Lenders, has materially and adversely affected the transactions contemplated hereby. (g) Availability. The Lenders shall be satisfied that, after reserving for amounts to bring the current liabilities of the Borrower within their terms, the sum of (i) Availability (without giving effect to the Resolution Block), plus (ii) the Borrower's and its Subsidiaries' (other than any Excluded Entity's) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000. (h) Updated Appraisal. Receipt and approval by the Lenders of an updated appraisal by Daley-Hodkin Appraisal Corporation confirming that the assessment of values contained in the Appraisal is not less than the levels stated in the Appraisal. (i) Fee Side Letter. The Lenders and the Borrower shall have agreed to and executed a mutually agreeable letter outlining the expectations regarding additional fees for future amendments and waivers. (j) Review of Books and Records. Satisfactory review by the Lenders of Borrower's books, records and operating projections performed by a third party. (k) Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably requested by any Lender, including, without limitation, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership and contingent liabilities of the Borrower. 5.3 CONDITIONS TO ALL LOANS AND LETTERS OF CREDIT. (a) On the date of the making of any Term Loan, Revolving Loan or the issuance of any Letter of Credit, both before and after giving effect thereto and to the application of the proceeds therefrom, the following statements shall be true in the reasonable judgment of the Agent (and each request for a Term Loan, a Revolving Loan and request for a Letter of Credit, and the acceptance by the Borrower of the proceeds of such Term Loan, Revolving Loan or issuance of such Letter of Credit, shall constitute a representation and warranty by the Borrower that on the date of such Term Loan, Revolving Loan or issuance of such Letter of 62 Credit before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (i) the representations and warranties contained in the Credit Documents are true and correct in all material respects on and as of the date of such Term Loan, Revolving Loan or issuance of such Letter of Credit as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and complete on and as of such earlier date); (ii) no event has occurred and is continuing, or would result from such Term Loan, Revolving Loan or issuance of such Letter of Credit or the application of the proceeds thereof, which would constitute a Default or an Event of Default under this Credit Agreement; and (iii) No material adverse change in the business, operations, profits or prospects of the Borrower and its Subsidiaries, taken as a whole, shall have occurred since September 30, 2001. (b) In connection with the making of any Revolving Loan or Term Loan, the Agent shall have received a Notice of Borrowing to the extent such Notice of Borrowing is required to be given with respect to the making of such Revolving Loan or Term Loan. ARTICLE VI. REPRESENTATIONS AND WARRANTIES In order to induce the Lenders to enter into this Credit Agreement and the Issuing Bank to issue the Letters of Credit, and to make available the credit facilities contemplated hereby, the Borrower hereby represents and warrants to the Lenders and the Issuing Bank as of the Closing Date and on the date of each extension of credit hereunder, as follows: 6.1 ORGANIZATION AND QUALIFICATION. The Borrower and each of its Subsidiaries (i) is a limited liability company, corporation or entity duly organized, validly existing and in good standing under the laws of the state of its jurisdiction or organization, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it is presently, or proposes to be, engaged, and (iii) is duly qualified and is authorized to do business and is in good standing in every jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect. Schedule 6.1 contains a true, correct and complete list of all jurisdictions in which each Secured Credit Party is qualified to do business as a foreign corporation or foreign limited liability company as of the Closing Date. 6.2 SOLVENCY. The Borrower is Solvent. 63 6.3 LIENS; INVENTORY. There are no Liens in favor of third parties with respect to any of the Collateral, other than Permitted Liens. Upon the proper filing of financing statements and the proper recordation of other applicable documents with the appropriate filing or recordation offices in each of the necessary jurisdictions, the security interests granted pursuant to the Credit Documents constitute and shall at all times constitute valid and enforceable and, with respect to assets in which a security interest can be perfected by filing, first, prior and perfected Liens on the Collateral (other than Permitted Liens). The Borrower or the relevant Subsidiary, as applicable, is or will be at the time additional Collateral is acquired by it, the absolute owner of the Collateral with full right to pledge, sell, consign, transfer and create a Lien therein, free and clear of any and all Liens in favor of third parties, except Permitted Liens. The Borrower and each of its Subsidiaries which is a party to a Security Document will at its expense warrant, until payment in full of the Obligations and termination of the Commitments, and, at the Agent's request, defend the Collateral from any and all Liens (other than Permitted Liens) of any third party. 6.4 NO CONFLICT. The execution and delivery by each of the Borrower Entities of this Credit Agreement and each of the other Credit Documents executed and delivered in connection herewith by one or more of the Borrower Entities (other than the documents required to be delivered in order to reduce the amount of the Resolution Block; provided, that from and after the date of receipt of all such documents, the representation and warranty contained in this Section shall apply) and the performance of the obligations of such Borrower Entities hereunder and thereunder and the consummation by such Borrower Entities of the transactions contemplated hereby and thereby: (i) are within the corporate or limited liability company powers of such Borrower Entity; (ii) are duly authorized by the Board of Directors or similar managing body of such Borrower Entity; (iii) are not in contravention of the terms of the organizational documents of such Borrower Entity or of any indenture, contract, lease, agreement, instrument or other commitment to which such Borrower Entity is a party or by which such Borrower Entity or any of its properties are bound; (iv) do not require the consent, registration or approval of any Governmental Authority or any other Person (except such as have been duly obtained, made or given, and are in full force and effect); (v) do not contravene any statute, law, ordinance, regulation, rule, order or other governmental restriction applicable to or binding upon such Borrower Entity; and (vi) will not, except as contemplated herein for the benefit of the Agent on behalf of the Lenders, result in the imposition of any Liens upon any property of such Borrower Entity under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which such Borrower Entity is a party or by which it or any of its property may be bound or affected. 6.5 ENFORCEABILITY. The Credit Agreement and all of the other Credit Documents executed and delivered by the Borrower are the legal, valid and binding obligations of the Borrower, and with respect to those Credit Documents executed and delivered by any of its Subsidiaries, of each such Subsidiary, and are enforceable against the Borrower and such Subsidiaries, as the case may 64 be, in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, (ii) general principles of equity and (iii) the effect of foreign laws which may limit the enforcement of certain provisions of a Credit Document executed by a non-United States entity provided that the effect thereof does not materially impair the rights and remedies of the Agent and the Lenders under such Credit Document. 6.6 FINANCIAL DATA. The Borrower has furnished to the Lenders the following financial statements (the "Financials"): (i) the unaudited consolidated balance sheet of the Borrower as of, and consolidated statements of income for the fiscal year ended, December 31, 2000 and (ii) the unaudited consolidated balance sheet of the Borrower as of, and consolidated statement of income for the nine (9) months ended, September 30, 2001 prepared by the chief accounting officer of the Borrower. The Financials are and the historical financial statements to be furnished to the Lenders in accordance with Section 7.1 below will be in accordance with the books and records of the Borrower, except as provided in Section 7.1, and fairly present the financial condition of the Borrower at the dates thereof and the results of operations for the periods indicated (subject, to normal year-end and audit adjustments and the absence of statements of cash flows, shareholder's equity and footnotes). Such financial statements have been and will be prepared in conformity with GAAP consistently applied throughout the periods involved, except as provided in Section 7.1 or as otherwise disclosed in such financial statements. Since September 30, 2001, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect. 6.7 LOCATIONS OF OFFICES, RECORDS AND INVENTORY. The Secured Credit Parties' principal places of business and chief executive offices are set forth in Schedule 6.7 hereto, and the books and records of the Secured Credit Parties and all chattel paper and all records of accounts are located at the principal places of business and chief executive offices of such Secured Credit Party. There is no jurisdiction in the United States in which any Secured Credit Party or any of its Subsidiaries has any Collateral (except for vehicles, intermodal equipment consisting of containers, mobile refrigeration units and mobile generator sets, Inventory held for shipment by third Persons, Inventory in transit, Inventory held for processing by third Persons, or immaterial quantities of assets, equipment or Inventory) other than those jurisdictions listed on Schedule 6.7. Schedule 6.7 is a true, correct and complete list of (i) the legal names and addresses of each warehouseman, filler, processor and packer at which Inventory is stored, (ii) the address of the chief executive offices of the Secured Credit Parties and (iii) the address of all offices where records and books of account of the Secured Credit Parties are kept. None of the receipts received by any of the Secured Credit Parties from any warehouseman, filler, processor or packer states that the goods covered thereby are to be delivered to bearer or to the order of a named person or to a named person and such named person's assigns. 65 6.8 FICTITIOUS BUSINESS NAMES. No Secured Credit Party has used any corporate or fictitious name during the five (5) years preceding the date hereof, other than the name shown on its or such Subsidiary's articles or certificate of incorporation or certification of formation and as set forth on Schedule 6.8. 6.9 SUBSIDIARIES. The only Subsidiaries of the Borrower are those listed on Schedule 6.9 attached hereto. The record and beneficial owner of all of the shares of Capital Stock of each of the Subsidiaries listed on Schedule 6.9 is as set forth on Schedule 6.9, there are no proxies, irrevocable or otherwise, with respect to such shares, and no equity securities of any of the Subsidiaries are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of such shares so owned by the Borrower are owned by it free and clear of any Liens other than Permitted Liens. Each of the Persons identified on Schedule 6.9 as an Inactive Subsidiary is an Inactive Subsidiary. 6.10 NO JUDGMENTS OR LITIGATION. Except as set forth on Schedule 6.10, no judgments, orders, writs or decrees are outstanding against the Borrower or any of its Subsidiaries nor is there now pending or, to the best of the Borrower's knowledge after diligent inquiry, threatened any litigation, contested claim, investigation, arbitration, or governmental proceeding by or against the Borrower or any of its Subsidiaries except judgments and pending or threatened litigation, contested claims, investigations, arbitrations and governmental proceedings which could not reasonably be expected to have a Material Adverse Effect. 6.11 NO DEFAULTS. Neither the Borrower nor any of its Subsidiaries is in default under any term of any indenture, contract, lease, agreement, instrument or other commitment to which any of them is a party or by which any of them is bound which default has had or could be reasonably expected to have a Material Adverse Effect. 6.12 NO EMPLOYEE DISPUTES. There are no controversies pending or, to the best of the Borrower's knowledge after diligent inquiry, threatened between the Borrower or any of its Subsidiaries and any of their respective employees, other than those arising in the ordinary course of business which could not, in the aggregate, have a Material Adverse Effect. 66 6.13 COMPLIANCE WITH LAW. Neither the Borrower nor any of its Subsidiaries has violated or failed to comply with any statute, law, ordinance, regulation, rule or order of any foreign, federal, state or local government, or any other Governmental Authority or any self regulatory organization, or any judgment, decree or order of any court, applicable to its business or operations except where the aggregate of all such violations or failures to comply would not have a Material Adverse Effect. The conduct of the business of the Borrower and each of its Subsidiaries is in conformity with all securities, commodities, energy, public utility, zoning, building code, health, OSHA and environmental requirements and all other foreign, federal, state and local governmental and regulatory requirements and requirements of any self regulatory organizations, except where such non-conformities could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received any notice to the effect that, or otherwise been advised that, it is not in compliance with, and neither the Borrower nor any of its Subsidiaries has any reason to anticipate that any currently existing circumstances are likely to result in the violation of any such statute, law, ordinance, regulation, rule, judgment, decree or order which failure or violation could reasonably be expected to have a Material Adverse Effect. 6.14 PACA. Neither the Borrower nor any of its Subsidiaries has violated or failed to comply with PACA, except for any violation or failure which could not reasonably be expected to have a Material Adverse Effect. Neither the purchases by CIL of bananas nor the purchases by CIL of plantains give rise to the formation of a trust under PACA. Neither the purchases by the Borrower of bananas from CIL nor the purchases from CIL of plantains give rise to the formation of a trust under PACA. Neither the bananas nor the plantains, the sales of which in each case give rise to Accounts, nor the Accounts, are subject to a trust under PACA. 6.15 ERISA. Neither the Borrower, any of its Subsidiaries nor any Controlled ERISA Affiliate maintains or contributes to any Benefit Plan or Retiree Health Plan other than those listed on Schedule 6.15. Each such Benefit Plan has been and is being maintained and funded in accordance with its terms and in compliance in all material respects with all provisions of ERISA and the Internal Revenue Code applicable thereto. The Borrower, each of its Subsidiaries and each Controlled ERISA Affiliate has fulfilled all obligations related to the minimum funding standards of ERISA and the Internal Revenue Code for each Benefit Plan, is in compliance in all material respects with the currently applicable provisions of ERISA and of the Internal Revenue Code and has not incurred any liability (other than routine liability for premiums) under Title IV of ERISA. Except as previously reported to the Agent, no Termination Event has occurred nor has any other event occurred that may result in such a Termination Event which could reasonably be expected to have a Material Adverse Effect. No event or events have occurred in connection with which the Borrower, any of its Subsidiaries, any Controlled ERISA Affiliate, any fiduciary of a Benefit Plan or any Benefit Plan, directly or indirectly, would be subject to any liability, individually or in the aggregate, under ERISA, the Internal Revenue Code or any other law, regulation or governmental order or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which any such entity has agreed to indemnify or is 67 required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order which could reasonably be expected to have a Material Adverse Effect. No ERISA Affiliate (excluding for purposes hereof any ERISA Affiliate which is a Controlled ERISA Affiliate) has incurred or to the best knowledge of the Borrower and its Subsidiaries, could reasonably be expected to incur, any liability under ERISA, the Internal Revenue Code, or any other applicable law that has had or could reasonably be expected to have a Material Adverse Effect. 6.16 COMPLIANCE WITH ENVIRONMENTAL LAWS. Except as disclosed on Schedule 6.16 attached hereto, (a) the operations of the Borrower and each of its Subsidiaries comply with all applicable federal, state or local environmental, health and safety statutes, regulations, directions, ordinances, criteria or guidelines except where such failure to comply could not reasonably be expected to have a Material Adverse Effect and (b) to the Borrower's knowledge, none of the operations of the Borrower or any of its Subsidiaries is the subject of any judicial or administrative proceeding alleging the violation of any federal, state or local environmental, health or safety statute, regulation, direction, ordinance, criteria or guidelines except where such proceeding could not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 6.16, to the Borrower's knowledge, none of the operations of the Borrower or any of its Subsidiaries is the subject of any federal or state investigation evaluating whether the Borrower or any of its Subsidiaries disposed any hazardous or toxic waste, substance or constituent or other substance at any site that may require remedial action, or any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any hazardous or toxic waste, substance or constituent, or other substance into the environment where it is reasonably likely that the Borrower's share of the cost of remediation or clean-up would exceed $250,000. Except as disclosed on Schedule 6.16, neither the Borrower nor any of its Subsidiaries has filed any notice under CERCLA Section 103(c), 42 U.S.C. Section 9603(c) or its equivalent order, or any other federal or state law indicating past or present treatment, storage or disposal of a hazardous waste or reporting an unpermitted spill or release of a hazardous or toxic waste, substance or constituent that remains uncorrected where it is reasonably likely that the Borrower's share of the cost of remediation or clean-up would exceed $250,000. Except as disclosed on Schedule 6.16, neither the Borrower nor any of its Subsidiaries has any contingent liability of which the Borrower has knowledge or reasonably should have knowledge in connection with any release of any hazardous or toxic waste, substance or constituent, nor has the Borrower or any of its Subsidiaries received any notice, letter or other indication of potential liability arising from the disposal of any hazardous or toxic waste, substance or constituent, except where such potential liability could not reasonably be expected to have a Material Adverse Effect. 6.17 USE OF PROCEEDS. All proceeds of the Loans will be used only in accordance with Section 7.13. 68 6.18 INTELLECTUAL PROPERTY. The Borrower and each of its Subsidiaries possess adequate assets, licenses, patents, patent applications, copyrights, service marks, trademarks and trade names to continue to conduct its business as heretofore conducted by it. Schedule 6.18 attached hereto sets forth (a) all of the federal, state and foreign registrations of trademarks, service marks and trade names of the Borrower and its Subsidiaries, and all pending applications for any such registrations, (b) all of the patents and registered copyrights of the Borrower and its Subsidiaries and all pending applications therefor and (c) all other trademarks, service marks and trade names owned by or licensed to and used by the Borrower or any of its Subsidiaries in connection with their businesses and the loss of which would have a Material Adverse Effect (collectively, clauses (a), (b) and (c), the "Proprietary Rights"). The Borrower or one of its Subsidiaries is the owner of each of the trademarks listed on Schedule 6.18 as indicated on such schedule, and except as set forth on Schedule 6.18, no other Person has the right to use any of such marks in commerce either in the identical form or, to the knowledge of the Borrower and its Subsidiaries, in such near resemblance thereto as may be likely to cause confusion or to cause mistake or to deceive. Each of the trademarks listed on Schedule 6.18 and identified as a "U.S." registered trademark is a federally registered trademark of the Borrower or one of its Subsidiaries having the registration number and issue date set forth on Schedule 6.18. The Proprietary Rights listed on Schedule 6.18 are all those used in the businesses of the Borrower and its Subsidiaries, the loss of which would have a Material Adverse Effect. Except as disclosed on Schedule 6.18, no person has a right to receive any royalty or similar payment in respect of any Proprietary Rights pursuant to any contractual arrangements entered into by the Borrower, or any of its Subsidiaries, and, to the knowledge of the Borrower and its Subsidiaries, no person otherwise has a right to receive any royalty or similar payment in respect of any such Proprietary Rights except as disclosed on Schedule 6.18. Except as disclosed on Schedule 6.18 or as permitted by Section 9.14, neither the Borrower nor any of its Subsidiaries has granted any license or sold or otherwise transferred any interest in any of the Proprietary Rights to any other person. To the knowledge of the Borrower and its Subsidiaries, the use of each of the Proprietary Rights by the Borrower and its Subsidiaries is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, and no proceeding has been instituted against or written notice received by the Borrower or any of its Subsidiaries that are presently outstanding alleging that the use of any of the Proprietary Rights infringes upon or otherwise violates the rights of any third party in or to any of the Proprietary Rights, except such alleged infringement that is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has given notice to any Person that it is infringing on any of the Proprietary Rights and to the best of the Borrower's knowledge, no Person is infringing on any of the Proprietary Rights, unless such alleged infringement could not reasonably be expected to have a Material Adverse Effect. All of the Proprietary Rights of the Borrower and its Subsidiaries are valid and enforceable rights of the Borrower and its Subsidiaries and will not cease to be valid and in full force and effect by reason of the execution and delivery of this Credit Agreement or the Credit Documents or the consummation of the transactions contemplated hereby or thereby. The Borrower is the owner of the Proprietary Rights which are the subject of the Appraisal and CBII does not own any of such Proprietary Rights. 69 6.19 LICENSES AND PERMITS. The Borrower and each of its Subsidiaries has obtained and holds in full force and effect, all material franchises, licenses, leases, permits, certificates, authorizations, qualifications, easements, rights of way and other rights and approvals which are necessary to the operation of its business as presently conducted. Neither the Borrower nor any of its Subsidiaries is in violation of the terms of any such franchise, license, lease, permit, certificate, authorization, qualification, easement, right of way, right or approval in any such case which could not reasonably be expected to have a Material Adverse Effect. 6.20 TITLE TO PROPERTY. Each Borrower Entity has good and marketable title to all of its owned property (including without limitation, all real and other property in each case as reflected in the Financial Statements delivered to the Agent hereunder), other than properties disposed of in the ordinary course of business or in any manner otherwise permitted under this Credit Agreement since the date of the most recent audited consolidated balance sheet of the Borrower, and in each case subject to no Liens other than Permitted Liens. 6.21 LABOR MATTERS. There is (a) no material unfair labor practice complaint pending against the Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements that has or could reasonably be expected to have a Material Adverse Effect is so pending against the Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against any of them, (b) no strike, labor dispute, slowdown or stoppage pending against the Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against any of them that has or could reasonably be expected to have a Material Adverse Effect, and (c) no union representation question with respect to the employees of the Borrower or any Subsidiaries and no union organizing activity that has or could reasonably be expected to have a Material Adverse Effect. 6.22 INVESTMENT COMPANY. Neither the Borrower nor any of its Subsidiaries is (a) an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, (b) a "holding company" or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (c) subject to any other law which purports to regulate or restrict its ability to borrow money or to consummate the transactions contemplated by this Credit Agreement or the other Credit Documents or to perform its obligations hereunder or thereunder. 70 6.23 MARGIN SECURITY. Neither the Borrower nor any of its Subsidiaries owns any margin stock and no portion of the proceeds of any Loans or Letters of Credit shall be used by the Borrower for the purpose of purchasing or carrying any "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or for any other purpose, in either case, which violates the provisions or Regulation T, U or X of said Board of Governors or for any other purpose in violation of any applicable statute or regulation, or of the terms and conditions of this Credit Agreement. 6.24 NO EVENT OF DEFAULT. No Default or Event of Default has occurred and is continuing. 6.25 TAXES AND TAX RETURNS. Each Borrower Entity has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed and paid all amounts of taxes shown thereon to be due (including interest and penalties) and has paid all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (a) that are not yet delinquent or (b) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. Except as covered by (a) and (b) of the immediately preceding sentence, with respect to those arising after the date hereof, the Borrower is not aware of any proposed material tax assessments against it or any other Borrower Entity. 6.26 INDEBTEDNESS; CBII OBLIGATIONS. Neither the Borrower nor any of its Subsidiaries has Indebtedness that is senior, pari passu or subordinated in right of payment to their Indebtedness to the Lenders hereunder, except for Permitted Indebtedness. Except as set forth on Schedule 6.26, neither the Borrower nor any of its Subsidiaries has guaranteed (in whole or in part) or is otherwise directly or indirectly responsible or liable for any or all of the obligations of CBII. 6.27 STATUS OF ACCOUNTS. Each Account is based on an actual and bona fide sale and delivery of goods or rendition of services to customers, made by the Borrower in the ordinary course of its business; the goods and inventory being sold and the Accounts created are its exclusive property and are not and shall not be subject to any Lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Liens; and the Borrower's customers have accepted the goods or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without any dispute, offset, defense, counterclaim or contra (including, but not limited to, claims arising under PACA) that could reasonably be expected to have, when aggregated with any such other disputes, offsets, defenses, counterclaims or contras, a Material Adverse Effect. The Borrower confirms to the Lenders that any and all taxes or fees relating to its business, its sales, the Accounts or the goods relating thereto, are its 71 sole responsibility and that same will be paid by the Borrower when due (unless duly contested and adequately reserved for) and that none of said taxes or fees is or will become a lien on or claim against the Accounts. 6.28 REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties made in the Operative Documents by the Borrower and its Subsidiaries and, to the knowledge of the Borrower and its Subsidiaries, the other parties thereto, was or will be true and correct in all material respects as of when made. 6.29 MATERIAL CONTRACTS. Schedule 6.29 sets forth a true, correct and complete list of all the Material Contracts currently in effect. None of the Material Contracts contains provisions the performance or nonperformance of which have or could reasonably be expected to have a Material Adverse Effect. All of the Material Contracts are in full force and effect, and no material defaults currently exist thereunder. 6.30 SURVIVAL OF REPRESENTATIONS. All representations made by the Borrower in this Credit Agreement and in any other Credit Document shall survive the execution and delivery hereof and thereof. 6.31 AFFILIATE TRANSACTIONS. Except as set forth on Schedule 6.31 (and transactions permitted by Section 9.2, Section 9.7 or Section 9.8), neither the Borrower nor any of its Subsidiaries is a party to or bound by any agreement or arrangement (whether oral or written) to which any Affiliate of the Borrower or Subsidiary is a party except (a) in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and (b) upon fair and reasonable terms no less favorable to the Borrower and such Subsidiary than it could obtain in a comparable arm's-length transaction with an unaffiliated Person. 6.32 INSURANCE. As of the Original Closing Date, Schedule 6.32 accurately describes the insurance coverage maintained by the Borrower and its Subsidiaries. 6.33 ACCURACY AND COMPLETENESS OF INFORMATION. Except for projections, all factual information heretofore, contemporaneously or hereafter furnished by or on behalf of the Borrower or any of their respective Subsidiaries in writing to the Agent, any Lender, or the Independent Accountant for purposes of or in connection with this Credit Agreement or any Credit Documents, or any transaction contemplated hereby or thereby is or will be true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information not misleading at such time. All projections from time to time delivered to the Agent or one or more Lenders have been prepared based upon 72 assumptions which the Borrower believes in good faith are reasonable at the time such projections are delivered to the Agent or such Lenders. ARTICLE VII. AFFIRMATIVE COVENANTS Until termination of this Credit Agreement and the Commitments hereunder and payment and satisfaction of all Obligations due or to become due hereunder, the Borrower agrees that it shall, and, with respect to covenants which apply to its Subsidiaries or to Credit Parties, it shall cause its Subsidiaries or the Credit Parties, as applicable, to, unless the Required Lenders shall have otherwise consented in writing: 7.1 INFORMATION. The Borrower will furnish to the Lenders the following information within the following time periods: (a) within one hundred and twenty (120) days after the close of each fiscal year of the Borrower both (i) the audited consolidated balance sheet and consolidated statements of income, shareholder's equity and cash flow of the Borrower and its consolidated Subsidiaries and (ii) an unaudited consolidating balance sheet and consolidating statements of income, cash flows and shareholder's equity which shall present separately the financial condition and results of operations of the Borrower and its Subsidiaries (other than CPF and its Subsidiaries) and the financial condition and results of operations of CPF and its Subsidiaries, in each case, for such year, each in reasonable detail, each setting forth in comparative form the corresponding figures for the preceding year, prepared in accordance with GAAP, and accompanied by a report and unqualified audit opinion (such report and opinion not to include any going concern qualification) (in the case of the reports under clause (i) above) or an "other financial information report" (in the case of the reports under clause (ii) above) of Ernst & Young LLP or other Independent Accountant selected by the Borrower and approved by the Required Lenders; (b) within sixty (60) days after the end of each of the first three (3) fiscal quarters of the Borrower, both (i) the unaudited consolidated balance sheet, consolidated statement of income and consolidated statement of cash flow, of the Borrower and its consolidated Subsidiaries and (ii) an unaudited consolidating balance sheet and consolidating statements of income and cash flows which shall present separately the financial condition and results of operations of the Borrower and its Subsidiaries (other than CPF and its Subsidiaries) and the financial condition and results of operations of CPF and its Subsidiaries, in the form regularly prepared by the Borrower and consistent with the Financials, together with a certificate of the chief accounting officer or treasurer of the Borrower stating that such financial statements fairly present the financial condition of the Borrower and its consolidated Subsidiaries or the Borrower and its consolidated Subsidiaries (other than CPF and its Subsidiaries) at the dates thereof and the results of their operations for the periods indicated (subject to normal year-end and audit adjustments and the absence of statements of shareholders' equity and footnotes) and that such financial statements have been prepared in conformity with GAAP consistently applied throughout the periods involved except as otherwise disclosed in such financial statements; 73 (c) within thirty (30) days after the end of each fiscal month of the Borrower (other than January, March, June, September and December), a copy of the internal operating income analysis for such month and for the period from the beginning of the current fiscal year to the end of such month, in reasonable detail setting forth in comparative form the corresponding analysis for the same month and same year-to-date period in the preceding fiscal year, in the form regularly prepared by the Borrower, certified by the chief accounting officer or treasurer of the Borrower as being a true and correct copy; (d) at the time of delivery of the quarterly financial statements of the Borrower pursuant to paragraph (b) above and the annual financial statements pursuant to paragraph (a) above, a certificate, executed by the chief accounting officer or treasurer of the Borrower, in substantially the form of Exhibit F attached hereto (the "Compliance Certificate"), and stating that such officer has caused this Credit Agreement to be reviewed and has no knowledge of any default by the Borrower in the performance or observance of any of the provisions of this Credit Agreement, during such quarter or at the end of such year, or, if such officer has such knowledge, specifying each default and the nature thereof, and compliance by the Borrower as of the date of such statement with the financial covenants set forth in Article VIII hereof and the other applicable covenants set forth in Exhibit F; (e) within thirty (30) days after the end of each fiscal month of the Borrower (provided, that if Availability (without giving effect to the Resolution Block), plus the amount of the Borrower's and its Subsidiaries' (other than any Excluded Entity's) unrestricted cash and Cash Equivalents is less than $20,000,000, such reporting shall be done weekly), a Revolving Credit Borrowing Base Certificate (the "Revolving Credit Borrowing Base Certificate") in substantially the form of Exhibit G hereto, duly completed and certified by the Borrower's chief accounting officer or treasurer, detailing, among other things, the Borrower's Eligible Accounts Receivable as of the end of the immediately preceding month end and the then outstanding amount of all amounts owing by the Borrower to Persons (other than CIL) for the purchase of bananas and plantains. In addition, within thirty (30) days after the end of each fiscal month of the Borrower (or if such day is not a Business Day, then on the next succeeding Business Day), the Borrower shall furnish a written report to the Lenders setting forth (i) the accounts receivable aged trial balance at the immediately preceding month end (along with a report reconciling accounts receivable to the prior month's receivables aging) for each account debtor, aged by due date; such aging reports shall indicate which Accounts are current, up to thirty (30), thirty (30) to sixty (60) and over sixty (60) days past due and shall list the names of all applicable account debtors and (ii) a monthly accounts payable listing or open item listing including a report as to all claims (which have given rise or could give rise to a trust under PACA) arising under PACA owing by the Borrower or its Subsidiaries and a report as to all banana and plantain supplier accruals owing by the Borrower (which report shall include a schedule of amounts owing to CIL by the Borrower and a schedule of amounts owed by CIL to its banana and plantain suppliers), with such listings and reports to be in form satisfactory to the Agent. The Agent may, but shall not be required to, rely on each Revolving Credit Borrowing Base Certificate delivered hereunder as accurately setting forth the available Revolving Credit Borrowing Base for all purposes of this Credit Agreement until such time as a new Revolving Credit Borrowing Base Certificate is delivered to the Agent in accordance herewith; Revolving Credit Borrowing Base Certificates may be prepared and submitted to the Lenders on a more frequent basis, provided that such certificate complies with the requirements set forth elsewhere herein; 74 (f) within thirty (30) days after the end of each fiscal month of the Borrower (it being agreed that no report shall be required for each fiscal January and the applicable report for each fiscal February shall include year-to-date information), a certificate executed by the person preparing such report, in substantially the form of Exhibit F-1 attached hereto (the "Monthly Compliance Certificate") including a report setting forth (i) the aggregate amounts paid to CBII during such month by the Borrower and its Subsidiaries (and the reasons therefor, including detailed information regarding payments during such month and for the year to date) of (A) Allocated CBII Overhead, (B) Unallocated CBII Overhead and (C) Permitted Restructuring Expenses; (ii) the aggregate amount owing to CBII by the Borrower and its Subsidiaries as of the last day of such month (and the reasons therefor); (iii) a detailed list of the amounts, as of the last day of such month, of the Permitted Investments permitted pursuant to each of clauses (iv), (vii), (ix), (x), (xi), (xii), (xiv), (xvi) and (xvii) of the definition of Permitted Investments; (iv) a detailed list of the amounts, as of the last day of such month, of the Permitted Indebtedness permitted pursuant to each of clauses (b), (c), (d)(iii), (d)(vii), (d)(viii), (d)(ix), (d)(x), (d)(xi) and (d)(xii) of the definition of Permitted Indebtedness; (v) a list of all sales of Tropical Farms or Asset Dispositions consummated during such month (which list shall include the names of the applicable Subsidiaries and the purchase price received in connection therewith), the amount of the aggregate Asset Sale Blocks and the amount of the aggregate Farm Sale Blocks as of the last day of such month and the amount, as of the last day of such month, of all proceeds of sales of Tropical Farms after the Original Closing Date that have been used to make Capital Expenditures; (vi) a report detailing all Assets Dispositions with a value not exceeding $1,000,000, which have occurred during the prior fiscal month; (vii) a report detailing cash receipts and related transfers through the tri-party accounts; and (viii) a list of any sale-leaseback transactions which were completed in such month; (g) promptly upon receipt thereof, copies of the portions relevant to the Borrower of all management letters and other material reports which are prepared by its Independent Accountants in connection with any audit of the Borrower's financial statements by such Accountants; (h) as soon as practicable but, in any event, within ten (10) Business Days after the issuance thereof, copies of all regular and periodic reports which CBII or the Borrower may be required to file with the Securities and Exchange Commission or any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding Governmental Authority; (i) no later than thirty (30) days after the end of the Borrower's fiscal year during each year when this Credit Agreement is in effect, a forecast for the current fiscal year of (i) the Borrower and its Subsidiaries which includes projected consolidated statement of income for such fiscal year and a projected consolidated statement of cash flows for such fiscal year and projected consolidated balance sheets, statements of income and statements of cash flows on a quarterly basis for such fiscal year; (ii) the Borrower and its Subsidiaries (other than CPF and its Subsidiaries) which includes projected consolidating statements of income for such fiscal year and a projected consolidating statement of cash flows for such fiscal year and projected consolidating balance sheets, statements of income and statements of cash flows on a quarterly basis for such fiscal year; and (iii) Availability under the Revolving Credit Borrowing Base for such fiscal year; provided that the parties acknowledge that the information in such forecasts is 75 not compiled or presented in accordance with GAAP and may not necessarily be presented on a basis consistent with the Borrower's financial statements to be delivered pursuant to paragraphs (a) and (b) above; (j) promptly and in any event within three (3) Business Days after becoming aware of the occurrence of a Default or Event of Default, a certificate of the chief executive officer, chief accounting officer or treasurer of the Borrower specifying the nature thereof and the Borrower's proposed response thereto, each in reasonable detail; (k) promptly upon a responsible officer of Borrower obtaining knowledge thereof, copies of all claims (which have given rise or could give rise to a trust under PACA) filed with respect to any Credit Party under or pursuant to PACA (or any similar statute, law, rule or regulation); and (l) with reasonable promptness, such other data, reports or information as the Agent or any of the Lenders may reasonably request. 7.2 [INTENTIONALLY DELETED] 7.3 CORPORATE EXISTENCE. The Borrower and each of its Subsidiaries (other than Inactive Subsidiaries) (a) subject to Section 9.4 hereof, will maintain their corporate or limited liability company existence, will maintain in full force and effect all material licenses, bonds, franchise, leases, trademarks and qualifications to do business (provided, that an entity may cease to maintain its franchises and qualifications to do business if it ceases to exist as a result of a transaction permitted by Section 9.4 hereof), (b) will obtain or maintain patents, contracts and other rights necessary to the profitable conduct of their businesses, (c) will continue in, and limit their operations to, the same general lines of business as that presently conducted by them and (d) will comply with all applicable laws and regulations of any federal, state or local Governmental Authority, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. 7.4 ERISA. The Borrower will deliver to the Agent, at the Borrower's expense, the following information at the times specified below: (a) within ten (10) Business Days after the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate knows or has reason to know that a material Termination Event has occurred, a written statement of the chief accounting officer of the Borrower describing such Termination Event and the action, if any, which the Borrower or other such entities have taken, are taking or propose to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue, DOL or PBGC with respect thereto; (b) within ten (10) Business Days after the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate knows or has reason to know that a prohibited transaction (as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief accounting officer of the Borrower describing such transaction and the 76 action which the Borrower or other such entities have taken, are taking or propose to take with respect thereto; (c) within thirty (30) Business Days after the filing thereof with the DOL, Internal Revenue or PBGC, copies of each annual report (form 5500 series), including all schedules and attachments thereto, filed with respect to each Benefit Plan of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate; (d) within thirty (30) Business Days after receipt by the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate and each annual report for any such Multiemployer Plan, copies of each such report; (e) within ten (10) Business Days prior to the filing thereof with the Internal Revenue, a copy of any funding waiver request with respect to any Benefit Plan of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate and within three (3) Business Days after receipt of any communications received by the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate with respect to such request; (f) within ten (10) Business Days upon the occurrence thereof, notification of any increase in the benefits of any existing Benefit Plan of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate or the establishment of any new Benefit Plan of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate or the commencement of contributions to any Benefit Plan to which the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate was not previously contributing; (g) within ten (10) Business Days after receipt by the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within ten (10) Business Days after receipt by the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate of any favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Benefit Plan or other employee pension benefit plan intending to qualify under section 401(a) of the Internal Revenue Code of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within ten (10) Business Days after receipt by the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate of a notice regarding the imposition of withdrawal liability under any Multiemployer Plan, copies of each such notice; (j) within ten (10) Business Days prior to the date the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate intends to fail to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; (k) within ten (10) Business Days after the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate knows (a) a Multiemployer Plan of the Borrower, its 77 Subsidiaries or any Controlled ERISA Affiliate has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate intends to terminate any such Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate, a written statement setting forth any such event or information; (l) within ten (10) Business Days after the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate knows that an ERISA Affiliate (excluding for purposes hereof any ERISA Affiliate which is a Controlled ERISA Affiliate) has incurred or to the best knowledge of the Borrower and its Subsidiaries, could reasonably be expected to incur, any liability under ERISA, the Internal Revenue Code, or any other law applicable to Benefit Plans that has had or could reasonably be expected to have a Material Adverse Effect, a statement of the chief accounting officer of the Borrower describing such transaction and the action which the Borrower or other such entities have taken, are taking or propose to take with respect thereto; and (m) within thirty (30) days after receipt by the Borrower or any of its Subsidiaries of each actuarial report for any Retiree Health Plan of Borrower or any of its Subsidiaries, copies of each such report. For purposes of this Section 7.4, the Borrower, any of its Subsidiaries and any Controlled ERISA Affiliate shall be deemed to know all facts known by the administrator of any Benefit Plan of which such entity is then the plan sponsor. The Borrowers will establish, maintain and operate all Benefit Plans of the Borrower, of its Subsidiaries or any Controlled ERISA Affiliate to comply in all material respects with the provisions of ERISA, the Internal Revenue Code, and all other applicable laws, and the regulations and interpretations thereunder other than to the extent that the Borrower is in good faith contesting by appropriate proceedings the validity or implication of any such provision, law, rule, regulation or interpretation. 7.5 PROCEEDINGS OR ADVERSE CHANGES. The Borrower will as soon as practicable, and in any event within thirty (30) Business Days after the Borrower learns of the following, give written notice to the Agent of any proceeding(s) being instituted or threatened in writing to be instituted by or against the Borrower or any of its Subsidiaries in any federal, state, local or foreign court or before any commission or other regulatory body (federal, state, local or foreign) that is reasonably likely to expose Borrower or any of its Subsidiaries to liability in excess of $2,500,000 (without regard to whether any or all of such amount is covered by insurance). The Borrower will as soon as possible, and in any event within five (5) Business Days after the Borrower learns of the following, give written notice to the Agent of any Material Adverse Change. Provision of any such notice by the Borrower will not constitute a waiver or excuse of any Default or Event of Default occurring as a result of such changes or events. 78 7.6 ENVIRONMENTAL MATTERS. The Borrower will conduct its business and the businesses of each of its Subsidiaries so as to comply in all material respects with all environmental laws, regulations, directions and ordinances in all applicable jurisdictions including, without limitation, environmental land use, occupational safety or health laws, regulations, directions, ordinances, requirements or permits in all applicable jurisdictions, except to the extent that the Borrower or any of its Subsidiaries is contesting, in good faith by appropriate legal proceedings, any such law, regulation, direction, ordinance or interpretation thereof or application thereof; provided, further, that the Borrower and each of its Subsidiaries will comply with the order of any court or other governmental body of the applicable jurisdiction relating to such laws unless the Borrower or its Subsidiaries shall currently be prosecuting an appeal or proceedings for review and shall have secured a stay of enforcement or execution or other arrangement postponing enforcement or execution pending such appeal or proceedings for review. If the Borrower or any of its Subsidiaries shall (a) receive notice that any violation of any federal, state or local environmental law, regulation, direction or ordinance may have been committed or is about to be committed by the Borrower or any of its Subsidiaries except where such violation could not reasonably be expected to have a Material Adverse Effect, (b) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Borrower or any of its Subsidiaries alleging violations of any federal, state or local environmental law, regulation, direction or ordinance requiring the Borrower or any of its Subsidiaries to take any action in connection with the release of toxic or hazardous substances into the environment where the cost of taking any such action is reasonably likely to exceed $500,000 or (c) receive any notice from a federal, state, or local governmental agency or private party alleging that the Borrower or any of its Subsidiaries may be liable or responsible for costs associated with a response to or cleanup of a release of a toxic or hazardous substance into the environment or any damages caused thereby except where such liability could not reasonably be expected to have a Material Adverse Effect, the Borrower will provide the Agent with a copy of such notice within forty-five (45) days after the receipt thereof by the Borrower or any of its Subsidiaries. Within forty-five (45) days after the Borrower learns of the enactment or promulgation of any federal, state or local environmental law, regulation, direction, ordinance, criteria or guideline which could reasonably have a Material Adverse Effect, the Borrower will provide the Agent with notice thereof. The Borrower will promptly take all actions necessary to prevent the imposition of any Liens on any of its properties arising out of or related to any environmental matters. At the time that the Agent learns of any environmental condition or occurrence at any property of the Borrower, which environmental condition or occurrence has or could reasonably be expected to have a Material Adverse Effect, the Agent may request, and at the sole cost and expense of the Borrower, the Borrower will retain, an environmental consulting firm, satisfactory to the Agent in its commercially reasonable judgment, to conduct an environmental review and audit of such affected property and promptly provide to the Agent and each Lender a copy of any reports delivered in connection therewith. 7.7 BOOKS AND RECORDS; INSPECTION. (a) The Borrower will, and will cause each of its Subsidiaries to, maintain books and records pertaining to their property and assets in such detail, form and scope as is consistent with good business practice. 79 (b) The Borrower agrees that the Agent or its agents may enter upon the premises of the Borrower or any of its Subsidiaries at any time and from time to time, during normal business hours, and at any time at all on and after the occurrence of an Event of Default which continues beyond the expiration of any grace or cure period applicable thereto, and which has not otherwise been waived by the Agent, for the purpose of (a) enabling the Agent's internal auditors to conduct quarterly field examinations at the Borrower's expense (such expense to include amounts specified in Section 14.8), (b) inspecting the Collateral, (c) inspecting and/or copying (at Borrowers' expense) any and all records pertaining thereto, (d) discussing the affairs, finances and business of the Borrower with any officers and employees of the Borrower, (e) discussing the affairs, finances and business of the Borrower with the Independent Accountant, but only so long as the Agent has provided prior notice to the Borrower and the discussions with the Independent Accountant are reasonable in scope and frequency and (f) verifying Eligible Accounts Receivable. The Lenders, in the reasonable discretion of the Agent, may accompany the Agent at their sole expense in connection with the foregoing inspections. The Borrower agrees to afford the Agent thirty (30) days prior written notice of any change in the location of any Collateral (other than Inventory held for shipment by third Persons, Inventory and equipment in transit, Inventory held for processing by third Persons or immaterial quantities of assets, equipment or Inventory) or in the location of its chief executive office or place of business from the locations specified in Schedule 6.7, and to execute in advance of such change, cause to be filed and/or delivered to the Agent any financing statements or other documents required by the Agent, all in form and substance satisfactory to the Agent. The Borrower agrees to furnish any Lender with such other information regarding its business affairs and financial condition as such Lender may reasonably request from time to time. 7.8 COLLATERAL RECORDS. The Borrower will, and will cause each Borrower Entity to, execute and deliver to the Agent, from time to time, solely for the Agent's convenience in maintaining a record of the Collateral, such written statements and schedules as the Agent may reasonably require, including without limitation those described in Section 7.1 of this Credit Agreement, designating, identifying or describing the Collateral. The Borrower's or any Borrower Entity's failure, however, to promptly give the Agent such statements or schedules shall not affect, diminish, modify or otherwise limit the Lenders' security interests in the Collateral. The Borrower agrees to maintain such books and records regarding Accounts and the other Collateral as the Agent may reasonably require, and agrees that such books and records will reflect the Lenders' interest in the Accounts and such other Collateral. 7.9 SECURITY INTERESTS. The Borrower will, and will cause each Borrower Entity to, defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein. The Borrower agrees to, and will cause each Borrower Entity to, comply with the requirements of all state and federal laws in order to grant to the Lenders valid and perfected first security interest in the Collateral subject only to Permitted Liens. The Agent is hereby authorized by each Borrower Entity to file any financing statements covering the Collateral whether or not any Borrower Entity's signature appears thereon. The Borrower agrees to, and will cause each Borrower Entity to, do whatever the Agent may reasonably request, from time to 80 time, by way of: filing notices of liens, financing statements, fixture filings and amendments, renewals and continuations thereof; cooperating with the Agent's custodians; keeping stock records; obtaining waivers from landlords and mortgagees and from warehousemen, fillers, processors and packers and their respective landlords and mortgagees; paying claims, which might if unpaid, become a Lien (other than a Permitted Lien) on the Collateral; assigning its rights to the payment of Accounts pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Section 3727 et. seq.) (the failure of which to so assign will permit the Agent to exclude such accounts from the Revolving Credit Borrowing Base); and performing such further acts as the Agent may reasonably require in order to effect the purposes of this Credit Agreement and the other Credit Documents. Any and all fees, costs and expenses of whatever kind and nature (including any Taxes, reasonable attorneys' fees or costs for insurance of any kind), which the Agent may incur with respect to the Collateral or the Obligations: in filing public notices; in preparing or filing documents; making title examinations or rendering opinions; in protecting, maintaining, or preserving the Collateral or its interest therein; in enforcing or foreclosing the Liens hereunder, whether through judicial procedures or otherwise; or in defending or prosecuting any actions or proceedings arising out of or relating to its transactions with any Borrower Entity under this Credit Agreement or any other Credit Document, will be borne and paid by the Borrower. If the same are not promptly paid by the Borrower, the Agent may pay the same on the Borrower's behalf, and the amount thereof shall be an Obligation secured hereby and due to the Agent on demand. 7.10 INSURANCE; ASSET LOSS. The Borrower will, and will cause each of its Subsidiaries to, maintain third party liability insurance and replacement value property insurance on their assets under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are consistent with industry practices and consistent with the insurance described on Schedule 6.32. All such policies (other than to the extent they relate solely to one or more Excluded Entities) are to name the Borrower, the Agent and the Lenders as additional insureds on liability policies and the Agent and the Borrower as loss payees in case of property loss, as their interests may appear, and are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's interest in the assets of the Borrower and its Subsidiaries and to any payments to be made under such policies. True copies of all original insurance policies or certificates of insurance evidencing such insurance covering the assets of the Borrower and its Subsidiaries are to be delivered to the Agent, to the extent such policies or certificates have not been previously delivered to the Agent, on or prior to the Closing Date, premium prepaid, with (other than to the extent they relate solely to one or more Excluded Entities) the loss payable endorsement in the Agent's favor, and shall provide for not less than ten (10) days prior written notice to the Agent, of the exercise of any right of cancellation. In the event the Borrower or any of its Subsidiaries fail to respond in a timely and appropriate manner with respect to collecting under any insurance policies required to be maintained under this Section 7.10, the Agent shall have the right, in the name of the Agent, the Borrower or any of its Subsidiaries, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. The Borrower will, and will cause each Subsidiary to, provide written notice to the Lenders of the occurrence of any of the following events within 81 fifteen (15) Business Days after the end of any quarter in which the Borrower's risk management department learns (or should reasonably have learned) of the occurrence of such event: any asset or property owned or used by the Borrower or any of its Subsidiaries that has an estimated replacement value equal to or greater than $500,000 is (i) materially damaged or destroyed, or suffers any other loss or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purpose to which such asset or property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise, and in either case amount of the damage, destruction, loss or diminution in value of the assets of the Borrower and its Subsidiaries is in excess of, in the aggregate for the Borrower and all of its Subsidiaries, $2,000,000 in any fiscal year of the Borrower (any such damage, destruction, loss or diminution in value of the Collateral is referred to herein as an "Asset Loss"). The Borrower will, and will cause each Subsidiary to, diligently file and prosecute its claim or claims for any award or payment in connection with an Asset Loss. In the event of an Asset Loss, the Borrower will, and will cause each Subsidiary (other than an Excluded Entity) to, pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by a Subsidiary on account of damage, destruction or loss of all or any portion of the assets of the Borrower or its Subsidiaries (other than an Excluded Entity) to which the Agent is entitled. The Agent's right to retain such insurance proceeds is subject to (i) the limitations set forth in the definition of Asset Loss, and until there is an Asset Loss and unless an Event of Default shall have occurred and be continuing, the Agent shall pay to Borrower (or as directed by Borrower) any such insurance proceeds to which Borrower is entitled and (ii) the rights of any lessor or secured creditor senior to Agent, if the underlying obligation is permitted by this Credit Agreement. The Agent may, with the consent of the Required Lenders, either (a) apply the proceeds realized from Asset Losses, as set forth in Section 2.3(b) or (b) pay such proceeds to the Borrower or the applicable Subsidiary to be used to repair, replace or rebuild the asset or property or portion thereof that was the subject of the Asset Loss. After the occurrence and during the continuance of an Event of Default, (i) no settlement on account of any such Asset Loss (other than those of an Excluded Entity) shall be made without the consent of the Lenders and (ii) the Agent may participate in any such proceedings and the Borrower will, and will cause each applicable Subsidiary to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. The Borrower and each Subsidiary (other than an Excluded Entity) hereby irrevocably authorizes and appoints the Agent its attorney-in-fact, after the occurrence and continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and the Borrower shall, and will cause each such Subsidiary to, upon demand of the Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. 7.11 TAXES. The Borrower will, and will cause each of the Subsidiaries to, pay, when due and in any event prior to delinquency, all Taxes lawfully levied or assessed against the Borrower, any of its Subsidiaries or any of the Collateral; provided, however, that unless such Taxes have 82 become a federal tax Lien or ERISA Lien on any of the assets of the Borrower or any Subsidiary, no such Tax need be paid if the same is being contested in good faith, by appropriate proceedings promptly instituted and diligently conducted and if an adequate reserve or other appropriate provision shall have been made therefor as required in order to be in conformity with GAAP. 7.12 COMPLIANCE WITH LAWS. The Borrower will, and will cause each of its Subsidiaries to, comply with all acts, rules, regulations, orders, and ordinances of any legislative, administrative or judicial body or official applicable to the Collateral or any part thereof, or to the operation of its business, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. 7.13 USE OF PROCEEDS. Subject to the terms and conditions hereof, the proceeds of any Loans made hereunder shall be used by the Borrower solely for the financing of working capital and the financing of capital expenditures for food-related businesses (other than the fresh or processed meat business); provided, however, that in any event, no portion of the proceeds of any such advances shall be used by the Borrower for the purpose of purchasing or carrying any "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or for any other purpose which violates the provisions or Regulation T, U or X of said Board of Governors or for any other purpose in violation of any applicable statute or regulation, or of the terms and conditions of this Credit Agreement. 7.14 FISCAL YEAR. The Borrower agrees that it will give the Agent at least forty-five (45) days' prior written notice of any change in its fiscal year from a year ending December 31. 7.15 NOTIFICATION OF CERTAIN EVENTS. The Borrower agrees that it will promptly notify the Agent of the occurrence of any of the following events: (a) any Material Contract of the Borrower or any of its Subsidiaries is terminated or amended in any material adverse respect or any new Material Contract is entered into (in which event the Borrower shall provide the Agent with a copy of such Material Contract); or (b) any of the terms upon which suppliers to the Borrower or any of its Subsidiaries do business with the Borrower or any of its Subsidiaries are changed or amended in any respect which has or could reasonably be expected to have a Material Adverse Effect; or (c) any order, judgment or decree in excess of $2,500,000 shall have been entered against the Borrower or any of its Subsidiaries or any of their respective properties or assets, or 83 (d) any written notification of violation of any law or regulation or any inquiry with respect thereto shall have been received by the Borrower or any of its Subsidiaries from any local, state, federal or foreign Governmental Authority or agency which violation could reasonably be expected to have a Material Adverse Effect. 7.16 ADDITIONAL SUBSIDIARIES; INACTIVE SUBSIDIARIES. Promptly, and in any event within two (2) Business Days, upon any Person becoming a direct or indirect Subsidiary of the Borrower or upon any Subsidiary which was an Inactive Subsidiary ceasing to be an Inactive Subsidiary, the Borrower will provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall, to the extent consistent with the documentation requested or required prior to such time, (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit J hereto, (b) cause such Person to pledge all of its assets of the type included in the Collateral to the Agent pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (c) cause such Person to execute and deliver such other documents as the Agent reasonably requests and (d) execute and deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, Acknowledgment Agreements, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent. 7.17 SCHEDULES OF ACCOUNTS AND PURCHASE ORDERS. In furtherance of the continuing assignment and security interest in the Accounts of the Borrower granted pursuant to the Security Agreement, upon the creation of Accounts, the Borrower will execute and deliver to the Agent in such form and manner as the Agent may require, solely for its convenience in maintaining records of collateral, such confirmatory schedules of Accounts, and other appropriate reports designating, identifying and describing the Accounts as the Agent may require. In addition, upon the Agent's reasonable request, the Borrower will provide the Agent with copies of agreements with, or purchase orders from, the customers of the Borrower and CBCNA and copies of invoices to customers, proof of shipment or delivery and such other documentation and information relating to said Accounts and other collateral as the Agent may require. Failure to provide the Agent with any of the foregoing shall in no way affect, diminish, modify or otherwise limit the security interests granted herein. The Borrower hereby authorizes the Agent to regard the Borrower's or any of its Subsidiaries' printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by the Borrower's or such Subsidiaries' authorized officers or agents. 7.18 COLLECTION OF ACCOUNTS. (a) Other than amounts received in the cafeteria and from the sale of promotional items to employees at the Borrower's corporate headquarters and other similar de minimus amounts which are deposited in an account at Firstar Bank, N.A. in Cincinnati, Ohio, 84 all proceeds of Collateral in the United States and Canada and all proceeds of Accounts shall be directed to one or more lockboxes which are subject to tri-party agreements between the Agent, the applicable Credit Party and applicable bank or to an Agent Bank Account. All amounts received in such lockboxes shall be deposited into a bank account in the Agent's name (or with respect to accounts at Bank of America, N.A., in the Borrower's name for the benefit of the Agent) (each an "Agent Bank Account") and the Borrower shall, and shall cause each of its domestic Subsidiaries to, cause all amounts that it receives from any source to be deposited into an Agent Bank Account. The Agent agrees that, unless Availability (without giving effect to the Resolution Block) (plus the amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries' (other than any Excluded Entity) shall fall below $20,000,000 or a Default or an Event of Default has occurred, the Agent shall not deliver a notice to cause funds in any of the applicable accounts to be sent to any account of the Agent or any of its Affiliates. (b) Any checks, cash, notes or other instruments or property received by the Borrower or any of its Subsidiaries with respect to any Accounts shall be held by the Borrower or any of its Subsidiaries in trust for the benefit of the Lenders, separate from the Borrower's or Subsidiary's own property and funds, and immediately turned over to the Agent or deposited in lockbox accounts under the dominion and control of the Agent, with proper assignments or endorsements. No checks, drafts or other instruments received by the Agent shall constitute final payment unless and until such instruments have actually been collected. The Agent on behalf of the Lenders shall have sole dominion and control over the domestic bank accounts of the Credit Parties subject to the limited rights of deposit and withdrawal granted to the Credit Parties pursuant to the lockbox letters delivered to the lockbox banks. 7.19 NOTICE; CREDIT MEMORANDA; AND RETURNED GOODS. In addition to the reports required pursuant to Section 7.1, the Borrower will notify the Agent promptly of any matters materially affecting the value, enforceability or collectability of any Account, and of all material customer disputes, offsets, defenses, counterclaims, returns and rejections, and all reclaimed or repossessed merchandise or goods, provided, however, that such notice shall only be required as to any such matter that affects Accounts outstanding at any one time from any account debtor, which affected Accounts have a value greater than $500,000. The Borrower will issue credit memoranda promptly (with duplicates to the Agent upon its request for same) upon accepting returns or granting allowances, and may continue to do so until the occurrence of an Event of Default which continues beyond the expiration of the applicable grace or cure period, or which has not otherwise been waived by the Required Lenders. After the occurrence and during the continuance of an Event of Default, the Borrower agrees that all returned, reclaimed or repossessed merchandise or goods shall be set aside by the Borrower, marked with the Lenders' name and held by the Borrower for the Lenders' account as owner and assignee. 7.20 ACKNOWLEDGMENT AGREEMENTS. The Borrower will assist the Agent in obtaining executed Acknowledgment Agreements from each of the warehousemen, processors, packers, fillers, landlords and mortgagees with whom the Borrower conducts business from time to time. 85 7.21 TRADEMARKS ETC. The Borrower will do and cause to be done all things necessary to preserve and keep in full force and effect all registrations of trademarks, service marks and other marks, trade names or other trade rights which registrations are of value to the Borrower or any of its Subsidiaries (other than those which are, individually and in the aggregate, of de minimus value). 7.22 MAINTENANCE OF PROPERTY. The Borrower will, and will cause each of its Subsidiaries to, keep all property necessary to its respective business in good working order and condition (ordinary wear and tear excepted) in accordance with their past operating practices and not to commit or suffer any waste with respect to any of its properties, except for properties which either individually or in the aggregate are not material. 7.23 [INTENTIONALLY DELETED] 7.24 REVISIONS OR UPDATES TO SCHEDULES. If any of the information or disclosures provided on any of Schedules 6.7, 6.8, 6.9, 6.15, 6.18 or 6.29, originally attached hereto become outdated or incorrect in any material respect, the Borrower shall deliver to the Agent and the Lenders as part of the compliance certificate required pursuant to Section 7.1(d) (or earlier if the Borrower so elects) such revision or updates to such Schedule(s) as may be necessary or appropriate to update or correct such Schedule(s) which revisions shall be effective from the date accepted in writing by the Agent, such acceptance not to be unreasonably withheld or delayed; provided, that no such revisions or updates to any such Schedule(s) shall be deemed to have cured any breach of warranty or misrepresentation occurring prior to the delivery of such revision or update by reason of the inaccuracy or incompleteness of any such Schedule(s) at the time such warranty or representation previously was made or deemed to be made. 7.25 [INTENTIONALLY DELETED] 7.26 COMPLIANCE WITH PACA. The Borrower shall, and shall cause each Borrower Entity to: (a) Comply with all applicable provisions of PACA, including, without limitation, those governing trust formation and prompt repayment. (b) Maintain written records pertaining to perishable agricultural commodities and by-products in its possession to which a constructive trust under PACA is applicable. All terms used in this Section 7.26 and defined in PACA shall have the meanings ascribed to such terms therein. 86 7.27 COVENANTS RELATING TO FOOD SECURITY ACT. The Borrower shall, and shall cause each Borrower Entity to: (a) Promptly provide the Agent with a copy of any notice received by the Borrower with respect to a security interest created by a seller of farm products. (b) With respect to any farm products produced in a state with a central filing system, register with the secretary of state of such state prior to the purchase of such farm products. All terms used in this Section 7.27 and defined in the Food Security Act shall have the meanings ascribed to such terms therein. 7.28 PAYMENT FOR PERISHABLE GOODS. (a) The Borrower shall pay, not later than one (1) Business Day prior to the date required for payment therein, any outstanding invoices for perishable agricultural commodities purchased from any vendor other than an Affiliate; provided, however, that in the event that any such invoice requires payment upon delivery, payment shall be made on such date of delivery, provided, further, however, that any such invoices which require payment upon delivery may be paid at a later date up to thirty (30) days after delivery of such commodities so long as the Borrower has provided evidence satisfactory to the Agent of prior course of dealing with any existing or current vendor and for all vendors carried out in accordance with standard industry practices or the Borrower has obtained a waiver of the vendors' rights under PACA. Notwithstanding anything to the contrary contained in this Section 7.28(a), neither Borrower nor any Subsidiary shall be obligated to pay amounts on any invoice with respect to which Borrower or such Subsidiary has a bona fide dispute concerning payment for any reason, including, without limitation, quality of the perishable commodities received, quantity of the perishable commodities received, or compliance of the perishable commodities received with applicable rules and regulations. (b) The Borrower shall pay, in the event that written notification other than on an invoice is received from any vendor of perishable agricultural commodities of its intent to enforce its rights under Section 5 of PACA, or to establish a federal statutory lien or trust under the Food Security Act, the related invoice within one (1) Business Day of receipt and promptly notify the Agent of such receipt; provided, however, that such invoice may remain unpaid if, and only so long as, (i) appropriate legal or administrative action has been commenced and is being diligently pursued or defended by the Borrower, (ii) the ability of the vendor to pursue any rights or enforce any liens or trusts provided under PACA has been stayed or is otherwise legally prohibited during the pendency of such action or the benefits of Section 5 of PACA are not available to such vendor and (iii) the Agent shall have established a reserve against the Revolving Credit Borrowing Base in an amount at least equal to the amount claimed to be due by such vendor under the relevant invoice. Notwithstanding anything to the contrary contained in this Section 7.28(b), neither Borrower nor any Subsidiary shall be obligated to pay the full amount of any invoice which is subject to offset by Borrower or such Subsidiary pursuant to Section 46.46(e)(4) of the regulations promulgated under PACA. This Section 7.28 should not 87 be construed to impose a responsibility on Borrower or any of its Subsidiaries to pay to the vendor or report to the Agent any informal or formal complaints received by Borrower or any such Subsidiary under PACA; instead, this Section 7.28 should be construed to impose such responsibilities only in the event a formal claim under a statutory trust under Section 5 of PACA is made by a vendor. ARTICLE VIII. FINANCIAL COVENANTS Until termination of this Credit Agreement and the Commitments hereunder and payment and satisfaction of all Obligations due or to become due hereunder, the Borrower agrees that, unless the Required Lenders shall have otherwise consented in writing: 8.1 LEVERAGE RATIO. The Borrower and its consolidated Subsidiaries (other than CPF and its Subsidiaries) shall have a Leverage Ratio, as of the end of each fiscal quarter of the Borrower of no greater than 2.65:1.00. 8.2 FIXED CHARGE COVERAGE RATIO. The Borrower and its consolidated Subsidiaries (other than CPF and its Subsidiaries) shall have a Fixed Charge Coverage Ratio (tested quarterly), of at least 1.00:1.00 for the four (4) fiscal quarter period then ended. 8.3 CAPITAL EXPENDITURES. The Borrower shall not, and shall not permit its Subsidiaries (other than CPF and its Subsidiaries) to, make or commit to make Consolidated Capital Expenditures in an aggregate amount in excess of the amounts set forth below, for the following fiscal years:

Fiscal Year Capital Expenditures Limit ----------- -------------------------- 2002 $50,000,000 2003 - and each fiscal $55,000,000 year thereafter

provided, however, that (a) the amount expended in any fiscal year for any Permitted Acquisition shall not reduce the Capital Expenditure limit for such fiscal year and (b) the proceeds of any property loss under any insurance policy applied to replace or rebuild any such affected property shall not be included in the calculation of Consolidated Capital Expenditures for the purpose of determining compliance with this Section 8.3. 88 8.4 EBITDA. The Borrower and its consolidated Subsidiaries (other than CPF and its Subsidiaries) shall have Consolidated EBITDA of at least (i) $126,000,000 for the four (4) fiscal quarter period ending March 31, 2002; (ii) $130,000,000 for the four (4) fiscal quarter period ending June 30, 2002; (iii) $135,000,000 for the four (4) fiscal quarter period ending September 30, 2002; (iv) $140,000,000 for the four (4) fiscal quarter period ending December 31, 2002; and (v) $150,000,000 for the four (4) fiscal quarter period ending on each fiscal quarter thereafter. 8.5 CHIQUITA FRESH LATIN AMERICAN GROUP. (a) The Borrower shall not permit the aggregate amount of cash and Cash Equivalents owned or maintained by Persons which are members of the Chiquita Fresh Latin American Group to exceed $10,000,000 at any time, provided that such members may own or maintain up to $20,000,000 of cash and Cash Equivalents from time to time for a period not to exceed two (2) Business Days. (b) The Borrower shall not permit Persons which are members of the Chiquita Fresh Latin American Group to make or commit to make Capital Expenditures in an aggregate amount for all of the Persons which are members of the Chiquita Fresh Latin American Group in excess of (i) $25,000,000 during fiscal year 2002; (ii) $30,000,000 during fiscal year 2003; and (iii) $30,000,000 during fiscal year 2004; provided, however, that the proceeds of any property loss under any insurance policy applied to replace or rebuild any such affected property shall not be included in the calculation of Capital Expenditures for the purpose of determining compliance with this Section 8.5. ARTICLE IX. NEGATIVE COVENANTS Until termination of the Credit Agreement and the Commitments hereunder and payment and satisfaction of all Obligations due or to become due hereunder, the Borrower agrees that, unless the Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of the Subsidiaries to: 9.1 RESTRICTIONS ON LIENS. Mortgage, assign, pledge or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, or otherwise) to exist on any of its assets or properties, whether real, personal or mixed, whether now owned or hereafter acquired, except for Permitted Liens; provided, that this covenant shall not apply to an Excluded Entity to the extent complying with this covenant would cause a breach or default of any agreement relating to borrowed money to which such Excluded Entity is a party. 9.2 RESTRICTIONS ON INDEBTEDNESS. Incur, create or suffer to exist any Indebtedness other than Permitted Indebtedness. 89 9.3 RESTRICTIONS ON TRANSFER OF ASSETS. Sell, lease, assign, transfer or otherwise dispose of any assets (including Intellectual Property and the Capital Stock of any Subsidiary of the Borrower) other than: (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions (involving assets other than Proprietary Rights), when the applicable selling entity receives fair market value for the sale and which are permitted by Section 9.13, (c) transfers (other than of Proprietary Rights) to a Secured Credit Party, (d) sales in the ordinary course of business, when the applicable selling entity receives fair market value for the sale of (i) assets or properties (other than Inventory, Proprietary Rights or Capital Stock of any Subsidiary of the Borrower) used in the Borrower's or a Subsidiary's business that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary owns only assets which are worn out, (it being agreed that (x) the Net Cash Proceeds of each such sale of worn out assets or Subsidiary shall be paid to the Agent and (A) applied to repay outstanding Revolving Loans (and if such Net Cash Proceeds are so applied, a block against Revolving Loans and Letters of Credit (an "Asset Sale Block") in the amount so applied shall be put in place) and (B) to the extent there are not sufficient outstanding Revolving Loans then outstanding, held by the Agent as Collateral (provided, however, that if the applicable sale was made by a Subsidiary which is not a Person organized under the laws of the United States of America (or a political subdivision thereof) and the Borrower in good faith believes that paying such Net Cash Proceeds to the Agent would expose the Borrower to tax liabilities that the Borrower would not otherwise have, as long as Availability is, at the time of the receipt of such Net Cash Proceeds by the Borrower or the applicable Subsidiary, at least equal to the amount of such Net Cash Proceeds (and the Borrower delivers a written statement representing and warranting to the Agent and the Lenders that each of such conditions then exist), the Borrower does not need to pay such Net Cash Proceeds to the Agent (and an Asset Sale Block will then be put in place in the amount of such Net Cash Proceeds)) and (y) as long as no Event of Default then exists or would be caused thereby, the Agent shall release the applicable Asset Sale Block or the applicable funds it then holds as Collateral pursuant to this clause (d) to the Borrower or the applicable Subsidiary upon a written request (received by the Agent within one hundred twenty (120) days of the applicable sale) from the Borrower requesting that such Asset Sale Block or funds be promptly released by the Agent and representing and warranting to the Agent and the Lenders that the applicable funds are going to be used promptly upon such release or receipt thereof by the Borrower or the applicable Subsidiary to purchase assets to replace the applicable worn out assets), (e) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of (i) assets (other than Accounts, Proprietary Rights, general intangibles or Tropical Farms (or equity interests in Persons which own only Tropical Farms)) that are no longer needed or useful in such Person's operations or (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only assets which are, no longer needed or useful in such Person's operations, as long as (i) at least 90 seventy-five percent (75%) of the consideration received by the Borrower and its Subsidiaries is in the form of cash and Cash Equivalents, (ii) the aggregate consideration (including assumed debt) for all such sales after the Original Closing Date does not exceed $20,000,000, (iii) the assets or Subsidiary so sold after the Original Closing Date will not have contributed Consolidated EBITDA, over the four fiscal quarter period ending prior to the date of such sale, exceeding five percent (5%) of the Consolidated EBITDA as of December 31, 2000, (iv) the Borrower can demonstrate that had such sale occurred immediately prior to the then most recently completed four fiscal quarter period, the Borrower would have been in compliance with the financial covenants set forth herein, and (v) the Borrower delivers a certificate executed by an authorized officer of the Borrower representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) through (iv) of this clause (e) have been satisfied or complied with and that the applicable transferring entity received fair market value for the applicable assets, (f) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of the assets set forth on Schedule 9.3 (which schedule shall also indicate the minimum amount of the Loans that shall be repaid upon the sale of such assets) and which are made on a basis where the selling entity receives fair market value for the sale, (g) dispositions by Excluded Entities, (h) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of Tropical Farms (and equity interests in Persons which own only Tropical Farms) in the ordinary course of business as long as (i) no single sale (or series of related sales) is of property with a fair market value of greater than $5,000,000, (ii) all of such sales made after the Original Closing Date do not involve sales of property which produced bananas and plantains in an amount in excess of ten percent (10%) of the bananas and plantains sold by the Borrower and its Subsidiaries (to Persons other than the Borrower or a Subsidiary) during the then most recently completed fiscal year of the Borrower (it being agreed that if a particular sale is permitted at the time it was made, it shall be permitted at all times thereafter) and (iii) the Borrower delivers a certificate executed by an authorized officer of the Borrower representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) and (ii) of this clause (h) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Tropical Farm (it being agreed that (x) the Net Cash Proceeds of each such sale of a Tropical Farm shall be paid to the Agent and (A) applied to repay outstanding Revolving Loans (and if such Net Cash Proceeds are so applied, a block against Revolving Loans and Letters of Credit (a "Farm Sale Block") in the amount so applied shall be put in place) and (B) to the extent there are not sufficient outstanding Revolving Loans then outstanding, held by the Agent as Collateral (provided, however, that if the Borrower in good faith believes that paying such Net Cash Proceeds to the Agent would expose the Borrower to tax liabilities that the Borrower would not otherwise have, as long as Availability is, at the time of the receipt of such Net Cash Proceeds by the Borrower or the applicable Subsidiary, at least equal to the amount of such Net Cash Proceeds (and the Borrower delivers a written statement representing and warranting to the Agent and the Lenders that each of such conditions then exists), the Borrower does not need to pay such Net Cash Proceeds to the Agent (and a Farm Sale Block will then be put in place in the 91 amount of such Net Cash Proceeds)) and (y) as long as no Event of Default then exists or would be caused thereby, the Agent shall release the applicable Farm Sale Block or the applicable funds it then holds as Collateral pursuant to this clause (h) to the Borrower or the applicable Subsidiary upon a written request (received by the Agent within one hundred twenty (120) days of the applicable sale) from the Borrower requesting that such Farm Sale Block or funds be promptly released by the Agent and representing and warranting to the Agent and the Lenders that the applicable funds are going to be used promptly upon such release or receipt thereof by the Borrower or the applicable Subsidiary) to (1) acquire one or more Tropical Farms (or all of the equity in one or more entities that own only Tropical Farms) or (2) make a Capital Expenditure in an existing Tropical Farm owned by a Subsidiary in an amount (when added to the amount of all proceeds of the sales of Tropical Farms used to make Capital Expenditures after the Original Closing Date) not to exceed $2,500,000, and (i) the transactions set forth in Schedule 9.3A hereto. Notwithstanding the foregoing, Borrower shall not be required to pay to Agent any asset proceeds obtained from a sale or disposition made pursuant to the terms of clause (d) or (h) above if the sum of (i) the aggregate amount of such proceeds plus (ii) the aggregate amount of all proceeds previously received as consideration for a sale or disposition permitted pursuant to clause (d) or (h) above that have not already been paid to Agent is less than $100,000; provided however, that once the sum of all proceeds received pursuant to sales permitted pursuant to clauses (d) and/or (h) above which have not been paid to the Agent equals or exceeds $100,000, all such proceeds which have not been paid to the Agent must be immediately paid to Agent and applied and/or held as Collateral as provided in clauses (d) and (h) above. All amounts held by the Agent as Collateral pursuant to this Section 9.3 and not yet applied to prepay Loans shall bear interest for the account of the Borrower at a rate equal to the Federal Funds Rate. All such interest shall be treated as a portion of the original amount held as Collateral by the Agent and shall be released by the Agent or applied to prepay Loans, as applicable, in accordance with this Section 9.3. Any Asset Sale Block, Farm Sale Block or amounts held by the Agent as Collateral pursuant to this Section 9.3 not released by the Agent as described in clause (d) or (h) above within one hundred twenty (120) days of the applicable sale shall constitute Net Cash Proceeds from an Asset Disposition and shall, in accordance with Section 2.3, be applied to prepay Loans (and to the extent such prepayment relates to any amount of an Asset Sale Block or Farm Sale Block not so released (a) the Borrower shall be deemed to have requested a Revolving Loan in the amount of the applicable Asset Sale Block or Farm Sale Block, (b) such applicable Asset Sale Block or Farm Sale Block shall be released to permit Revolving Loans to be made, and (c) the requested Revolving Loans shall be made and the proceeds thereof shall be applied to prepay Loans in accordance with Section 2.3). 9.4 NO CORPORATE CHANGES. (i) Merge or consolidate with any Person, provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) the Borrower, the Borrower is the surviving entity, (y) a Secured Credit Party (but not the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of the Borrower may merge or consolidate with and into a Credit Party (as long as (x) 92 if either of such Persons is the Borrower, the surviving entity is the Borrower, (y) if neither of such Persons is the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) or (ii) alter or modify the Borrower's or any of its Subsidiaries' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by the Borrower; provided, however, that upon ten (10) days' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. 9.5 NO GUARANTEES. Assume, guarantee, endorse, or otherwise become liable upon the obligations of any other Person, including, without limitation, any Subsidiary or Affiliate of the Borrower, except (a) by the endorsement of negotiable instruments in the ordinary course of business, (b) by the giving of indemnities in connection with the sale of Inventory or other asset dispositions permitted hereunder, (c) a guaranty of Indebtedness if the Indebtedness so guaranteed would itself constitute Permitted Indebtedness of the incurring guarantor, and (d) a guaranty of a real property lease by the Borrower or one of its Subsidiaries for real property leases entered into by (i) the Borrower or (ii) one of its Subsidiaries that is not an Excluded Entity or Inactive Subsidiary; provided, that (i) any Subsidiary of any Person may guarantee the direct obligations of such Person as long as such direct obligations are otherwise permitted hereby (provided, however, that the foregoing shall not permit the guarantee of any obligation of CBII by the Borrower or any Subsidiary), (ii) GWF may guarantee the obligations of its Subsidiaries or Subsidiaries of the Borrower, (iii) any Secured Credit Party may guarantee the obligations (other than Indebtedness) of any other Secured Credit Party, (iv) any member of the Chiquita Fresh Latin American Group may guarantee the obligations (other than Indebtedness) of any other member of the Chiquita Fresh Latin American Group, (v) any member of the Chiquita Fresh European Group may guarantee the obligations (other than Indebtedness) of any other member of the Chiquita Fresh European Group, and (vi) any Excluded Entity may guarantee the obligations of its Subsidiaries. 9.6 NO RESTRICTED PAYMENTS. Make any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or any Restricted Payment, other than (a) a payment to the Borrower or any Subsidiary of the Borrower, (b) cash 93 dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by Borrower in respect of certain contractual obligations to vendors and service providers relating to normal operations that the Borrower has assumed from CBII with the consent of the Required Lenders, (e) Permitted Restructuring Expenses, and (f) after the effective date of the plan of reorganization for CBII relating to CBII's current bankruptcy proceeding ("CBII Reorganization Consummation"), payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest on Indebtedness of CBII which exists as of such effective date of the CBII Reorganization Consummation as long as (i) at the time of such payment and immediately after giving effect to such payment no Event of Default shall have occurred and be continuing and the sum of Availability (without giving effect to the Resolution Block) plus the Borrower's and its Subsidiaries' (other than any Excluded Entity's) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000 and (ii) immediately prior to each such payment to CBII, a duly authorized officer of the Borrower executes and delivers an officer's certificate to the Agent certifying that the conditions set forth in subclause (i) of this clause (f) have been satisfied with respect to such payment. 9.7 NO INVESTMENTS. Make any Investment other than Permitted Investments. 9.8 NO AFFILIATE TRANSACTIONS. Enter into any transaction with, including, without limitation, the purchase, sale or exchange of property or the rendering of any service to any Subsidiary or Affiliate of the Borrower except (a) in the ordinary course of and pursuant to the reasonable requirements of the Borrower's business and upon fair and reasonable terms no less favorable to the Borrower than could be obtained in a comparable arm's-length transaction with an unaffiliated Person, (b) as permitted under Section 9.6 or as described on Schedule 6.31 and (c) transactions (other than transfers of Accounts, Proprietary Rights and general intangibles) among and between Secured Credit Parties. 9.9 NO PROHIBITED TRANSACTIONS UNDER ERISA. (a) Except as set forth on Schedule 9.9, engage, or permit any Controlled ERISA Affiliate to engage, in any prohibited transaction which could result in a civil penalty or excise tax described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the DOL; 94 (b) permit to exist with respect to any Benefit Plan of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate any accumulated funding deficiency (as defined in Sections 302 of ERISA and 412 of the Internal Revenue Code), whether or not waived; (c) fail, or permit any Controlled ERISA Affiliate to fail, to pay timely required contributions or annual installments due with respect to any waived funding deficiency to any Benefit Plan; (d) terminate, or permit any Controlled ERISA Affiliate to terminate, any Benefit Plan where such event would result in any material liability of the Borrower, any Subsidiary of the Borrower or any Controlled ERISA Affiliate under Title IV of ERISA; (e) fail, or permit any Controlled ERISA Affiliate to fail to make any required contribution or payment to any Multiemployer Plan; (f) fail, or permit any Controlled ERISA Affiliate to fail, to pay any required installment or any other payment required under Section 412 of the Internal Revenue Code on or before the due date for such installment or other payment; (g) amend, or permit any Controlled ERISA Affiliate to amend, a Benefit Plan resulting in an increase in current liability for the plan year such that either of the Borrower, any Subsidiary of the Borrower or any Controlled ERISA Affiliate is required to provide security to such Benefit Plan under Section 401(a)(29) of the Internal Revenue Code; (h) withdraw, or permit any Controlled ERISA Affiliate to withdraw, from any Multiemployer Plan where such withdrawal may result in any material liability of any such entity under Title IV of ERISA; (i) allow any representation made in Section 6.15 to be untrue at any time during the term of this Credit Agreement; or (j) amend, or adopt any new Retiree Health Plan which would result in any material increase in liability to Borrower or any its Subsidiaries. 9.10 NO ADDITIONAL BANK ACCOUNTS. Permit (i) any Secured Credit Party (other than CIL) to open, maintain or otherwise have any checking, savings or other accounts at any bank or other financial institution, or any other account where money is or may be deposited or maintained with any Person, other than the accounts set forth on Schedule 9.10 hereto and, after the Closing Date, such other accounts so long as each such account (other than payroll and petty cash accounts maintained as zero balance accounts and other similar bank accounts with limited or no activity and balances not exceeding $10,000) is subject to a tri-party lockbox or other blocked account agreement satisfactory to the Agent nor (ii) CIL to keep any account as its primary account or as a "concentration" account other than those currently maintained at Bank of America, N.A. in London. All such checking, savings or other accounts of the Borrower shall, subject to the terms hereof, be under the sole dominion and control of the Agent in accordance with the Security Agreement. All payroll and petty cash accounts shall be maintained as zero balance accounts. 95 9.11 AMENDMENTS OF MATERIAL CONTRACTS. Without the prior written consent of the Agent, amend, modify, cancel or terminate or permit the amendment, modification, cancellation or termination of any of the Material Contracts if such amendment, modification, cancellation or termination has or could reasonably be expected to have a Material Adverse Effect. 9.12 ADDITIONAL NEGATIVE PLEDGES. (a) Create or otherwise cause to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause to exist or become effective, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity and its Subsidiaries, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) or (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of the Borrower or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation, except as described on Schedule 9.12, which may restrict or inhibit the Agent's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, or (b) Suffer to exist or permit any of the Subsidiaries to suffer to exist, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of the Borrower or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation which may restrict or inhibit the Agent's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, which prohibition, restriction or Contractual Obligation is more restrictive than those in effect on the Original Closing Date. 9.13 SALE AND LEASEBACK. Enter into any arrangement, directly or indirectly, whereby the Borrower or any of its Subsidiaries shall sell or transfer any property owned by it to a Person (other than the Borrower or any of its Subsidiaries) in order then or thereafter to lease such property or lease other property which the Borrower or any of its Subsidiaries intends to use for substantially the same purpose as the property being sold or transferred (collectively, a "Sale Leaseback Transaction"); provided, however, the Borrower and its Subsidiaries may enter into Sale Leaseback Transactions involving assets other than Accounts, general intangibles and Proprietary Rights as long as (i) the current market value of all assets subject to such transactions 96 after the Original Closing Date (determined at the time of the applicable transfer) does not exceed $25,000,000, (ii) the applicable assets are containers and similar equipment and assets initially acquired by the Borrower or one of its Subsidiaries (from a Person other than the Borrower or one of its Subsidiaries) after the Original Closing Date and (iii) such Sale Leaseback Transactions are consummated within one hundred twenty (120) days of the initial acquisition of such assets by the Borrower or one of its Subsidiaries from a Person other than the Borrower or one of its Subsidiaries; provided, further, this Section 9.13 shall not apply to Excluded Entities. 9.14 LICENSES, ETC. Other than in the ordinary course of business and on terms and conditions consistent with the Borrower's historical practices as of the Original Closing Date, enter into licenses of, or otherwise restrict the use of, any patents, trademarks or copyrights or other Proprietary Rights. Additionally, neither Borrower nor CIL will allow any party other than Agent or Lenders to obtain an interest, including without limitation, any lien, security interest or charge, in the trademark or license rights granted under the Trademark License Agreement; provided, however, that this limitation does not prohibit any sublicensing of these trademark or license rights as contemplated by the Trademark License Agreement. 9.15 LIMITATIONS. Create, nor will it permit any of its Subsidiaries (other than an Excluded Subsidiary) to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person's Capital Stock, (b) pay any Indebtedness owed to the Borrower, (c) make loans or advances to the Borrower or (d) transfer any of its property to the Borrower, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment provisions in any lease governing a leasehold interest, (ii) any agreement or other instrument of a Person existing at the time it becomes a Subsidiary of the Borrower; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of the Borrower and was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower and (iii) this Credit Agreement and the other Credit Documents. 9.16 TRANSFER PRICING. (i) Other than as required by applicable law, modify, or permit any Subsidiary to modify, its transfer pricing policies in a manner that has, or is reasonably likely to have, a material adverse effect on the Borrower or any Guarantor or (ii) make any material modification to the fees or other amounts paid to GWF or any of its Subsidiaries for the transportation of products and related services, excluding adjustments reflecting changes in GWF cost structure. 9.17 SALES. Permit or cause (i) the Borrower to purchase or otherwise acquire bananas or plantains from any Person other than CIL (provided, however, that in any consecutive twelve month period the Borrower may purchase or acquire five percent (5%) of the aggregate amount 97 of the bananas and plantains which it purchases and acquires during such period from Persons other than CIL), (ii) CIL to sell bananas or plantains to any Person (other than the Borrower) for sales or consumption in North America or (iii) bananas or plantains to be sold in North America or Europe by any Subsidiary of the Borrower if such bananas or plantains were not sold by CIL directly or through CBCBV to such Subsidiary of the Borrower (provided, however, that (a) up to five percent (5%) of the bananas and plantains sold in North America by the Borrower during any consecutive twelve-month period may be purchased from Persons other than CIL and (b) the bananas and plantains sold in Europe by members of the Chiquita Fresh European Group may be purchased from a Person other than CIL. 9.18 EXCLUDED ENTITIES. Knowingly take or omit to take any action if the effect of such action or omission could reasonably be expected to materially decrease the value of the equity interests in one or more Excluded Entities. 9.19 HEDGING AND INTEREST RATE PROTECTION. Enter into any Hedging Agreements other than Hedging Agreements which constitute Permitted Indebtedness and which are agreements that constitute hedging and which are not speculative in nature. 9.20 PAYMENTS ON CERTAIN INTERCOMPANY OBLIGATIONS. Make any payment on or distribution with respect to any of the intercompany receivables identified on Schedule 1.1E(3)(B) hereto, whether directly or indirectly (and regardless of whether such payment or distribution might otherwise be permitted under other provisions of this Agreement), except for (a) capitalization of intercompany advances that is permitted under the definition of Permitted Investments, (b) payments or distributions (i) among or to Secured Credit Parties, (ii) by members of the Chiquita Fresh European Group to any Person other than an Excluded Entity, or (iii) by members of the Chiquita Fresh Latin American Group to other members of that Group or to Secured Credit Parties, (c) payments with respect to current obligations for goods or services in accordance with ordinary practice, and (d) any other payments or distribution to the extent that within five (5) Business Days thereafter there is at least an equivalent payment to one or more Secured Credit Parties. ARTICLE X. POWERS 10.1 APPOINTMENT AS ATTORNEY-IN-FACT. The Borrower hereby irrevocably authorizes and appoints the Agent, or any Person or agent the Agent may designate, as the Borrower's attorney-in-fact, at the Borrower's cost and expense, to exercise, subject to the limitations set forth in Section 10.2, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations to the Lenders have been paid and satisfied in full and all of the Commitments have been terminated: 98 (a) To receive, take, endorse, sign, assign and deliver, all in the name of the Agent, the Lenders or the Borrower, as the case may be, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (b) To receive, open and dispose of all mail addressed to the Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; (c) To request at any time from customers indebted on Accounts, in the name of the Borrower or a third party designee of the Agent, information concerning the Accounts and the amounts owing thereon; (d) To give customers indebted on Accounts notice of the Lenders' interest therein, and/or to instruct such customers to make payment directly to the Agent for the Borrower's account; (e) To take or bring, in the name of the Agent, the Lenders or the Borrower, all steps, actions, suits or proceedings deemed by the Agent necessary or desirable to enforce or effect collection of the Accounts; and (f) To file, record and register any or all of the Lenders' security interest in intellectual property of the Borrower with the United States Patent and Trademark Office. 10.2 LIMITATION ON EXERCISE OF POWER. Notwithstanding anything hereinabove to the contrary, the powers set forth in subparagraphs (b), (d) and (e) above may only be exercised by the Agent on and after the occurrence of an Event of Default which has not otherwise been waived by the Agent. The powers set forth in subparagraphs (a), (c) and (f) above may be exercised by the Agent at any time. ARTICLE XI. EVENTS OF DEFAULT AND REMEDIES 11.1 EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute an "Event of Default" hereunder: (a) failure of the Borrower to pay (i) any interest or Fees or other amounts hereunder within one (1) Business Day of when due hereunder, in each case whether at stated maturity, by acceleration, or otherwise, or (ii) any principal of the Loans or the Letter of Credit Obligations hereunder within one (1) Business Day of when due hereunder, whether at stated maturity, by acceleration or otherwise; (b) any representation or warranty of a Borrower Entity, contained in this Credit Agreement, the other Credit Documents or any other agreement, document, instrument or 99 certificate among the Borrower, the Agent and the Lenders or executed by the Borrower in favor of the Agent or the Lenders shall prove untrue in any material respect on or as of the date it was made or was deemed to have been made; (c) failure of the Borrower to perform, comply with or observe any term, covenant or agreement applicable to it contained in Section 7.1, Section 7.5, Section 7.7(b), Section 7.10, Section 7.18, Article VIII or Article IX; (d) failure of the Borrower to perform, comply with or observe any term, covenant or agreement applicable to it contained in Section 7.7(a) and such failure is not cured within two (2) Business Days after the Borrower shall have received notice thereof from the Agent or any Lender; (e) failure to comply with any other covenant contained in this Credit Agreement, the other Credit Documents or any other agreement, document, instrument or certificate among the Borrower, the Agent and the Lenders or executed by the Borrower in favor of the Agent or the Lenders and, in the event such breach or failure to comply is capable of cure, such breach or failure to comply is not cured within thirty (30) days after the Borrower becomes aware of its occurrence; (f) except as permitted in Section 9.4, dissolution, liquidation, winding up or cessation of the business of the Borrower or any Subsidiary (other than an Inactive Subsidiary) or the failure of the Borrower or any Subsidiary to meet its debts generally as they mature, or the calling of a meeting by the Borrower of the Borrower's or any of its Subsidiaries' creditors for purposes of compromising the Borrower's or any of its Subsidiaries' debts, or the admission by the Borrower of its inability to pay its debts as they become due; (g) the commencement by or against the Borrower or any of its Subsidiaries of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings with respect to it under any federal or state law and, in the event any such proceeding is commenced against the Borrower or any Subsidiary, such proceeding is not dismissed within sixty (60) days; (h) the occurrence of a Change in Control; (i) the occurrence of a default or event of default (in each case which shall continue beyond the expiration of any applicable grace periods) under, or the occurrence of any event that results in or would permit the acceleration of the maturity of any note, agreement or instrument evidencing any other Indebtedness of the Borrower or any of its Subsidiaries and the aggregate principal amount of all such other Indebtedness with respect to which a default or an event of default has occurred, or the maturity of which is accelerated or permitted to be accelerated, exceeds $2,500,000. (j) any covenant, agreement or obligation of the Borrower contained in or evidenced by any of the Credit Documents shall cease to be enforceable in accordance with its terms, or any party (other than the Agent or the Lenders) to any Credit Document shall deny or disaffirm its obligations under any of the Credit Documents, or any Credit Document shall be canceled, terminated, revoked or rescinded without the express prior written consent of the 100 Agent, or any action or proceeding shall have been commenced by any Person (other than the Agent or any Lender) seeking to cancel, revoke, rescind or disaffirm the obligations of the Borrower under any Credit Document, or any court or other Governmental Authority shall issue a judgment, order, decree or ruling to the effect that any of the obligations of the Borrower to any Credit Document are illegal, invalid or unenforceable; (k) [INTENTIONALLY DELETED]; (l) one or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries in the amount of $2,500,000 or more in the aggregate (to the extent not paid or covered by insurance (i) provided by a carrier who has acknowledged coverage and has the ability to perform or (ii) as determined by the Agent in its reasonable discretion) and any such judgments or decrees shall not have been vacated, discharged or stayed or bonded pending appeal within thirty (30) days from the entry thereof; or (m) any Termination Event with respect to a Benefit Plan shall have occurred and be continuing thirty (30) days after notice thereof shall have been given to the Borrower by the Agent or any Lender, and the current value of such Benefit Plan's benefits guaranteed under Title IV of ERISA as of the end of that thirty (30) day period exceeds the then current value of such Benefit Plan's assets allocable to such benefits by more than $2,500,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer's proportionate share of such excess exceeds such amount). 11.2 ACCELERATION. After the occurrence and during the continuance of an Event of Default, and at any time thereafter, at the direction of the Required Lenders, the Agent shall, upon the written or telecopied request of the Required Lenders, and by delivery of written notice to the Borrower from the Agent, take any or all of the following actions, without prejudice to the rights of the Agent, any Lender or the holder of any Note to enforce its claims against the Borrower: (a) declare all Obligations to be immediately due and payable (except with respect to any Event of Default set forth in Section 11.1(g) in which case all Commitments shall terminate and all Obligations shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of the Agent or any Lender, (b) immediately terminate this Credit Agreement and the Commitments hereunder; and (c) enforce any and all rights and interests created and existing under the Credit Documents or arising under applicable law, including, without limitation, all rights and remedies existing under the Security Documents and all rights of setoff. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. In addition, upon demand by the Agent or the Required Lenders upon the occurrence of any Event of Default, and at any time thereafter unless and until such Event of Default has been waived by the requisite Lenders (in accordance with the voting requirements of Section 14.10), the Borrower shall deposit with the Agent for the benefit of the Lenders with respect to each Letter of Credit then outstanding, promptly upon such demand, cash or Cash Equivalents in an amount equal to one hundred five percent (105%) of the greatest amount for 101 which such Letter of Credit may be drawn. Such deposit shall be held by the Agent for the benefit of the Issuing Bank and the other Lenders as security for, and to provide for the payment of, outstanding Letters of Credit. ARTICLE XII. TERMINATION Except as otherwise provided in Article XI of this Credit Agreement, the Commitments made hereunder shall terminate on the Maturity Date and all then outstanding Loans shall be immediately due and payable in full and all outstanding Letters of Credit shall immediately terminate. Unless sooner demanded, all Obligations shall become due and payable as of any termination hereunder or under Article XI and, pending a final accounting, the Agent may withhold any amounts it then holds, in an amount sufficient, in the Agent's sole discretion, to cover all of the Obligations, whether absolute or contingent, unless supplied with a satisfactory indemnity to cover all of such Obligations. All of the Agent's and the Lenders' rights, liens and security interests shall continue after any termination until all Obligations have been paid and satisfied in full. ARTICLE XIII. THE AGENT 13.1 APPOINTMENT OF AGENT. (a) Each Lender hereby designates Foothill as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Note or participation in any Letter of Credit by the acceptance of a Note or participation shall be deemed irrevocably to authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the Notes and any other instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, charges and expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) The provisions of this Article XIII are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof (other than Section 13.9). In performing its functions and duties under this Credit Agreement, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower. 102 13.2 NATURE OF DUTIES OF AGENT. The Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Credit Agreement a fiduciary relationship in respect of any Lender; and nothing in this Credit Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Credit Agreement except as expressly set forth herein. 13.3 LACK OF RELIANCE ON AGENT. (a) Independently and without reliance upon the Agent, each Lender, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial or other condition and affairs of the Borrower in connection with the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Borrower, and, except as expressly provided in this Credit Agreement, the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or at any time or times thereafter. (b) The Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, collectability, priority or sufficiency of this Credit Agreement or the Notes or the financial or other condition of the Borrower. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or the Notes, or the financial condition of the Borrower, or the existence or possible existence of any Default or Event of Default, unless specifically requested to do so in writing by any Lender. 13.4 CERTAIN RIGHTS OF THE AGENT. The Agent shall have the right to request instructions from the Required Lenders or, as required, each of the Lenders. If the Agent shall request instructions from the Required Lenders or each of the Lenders, as the case may be, with respect to any act or action (including the failure to act) in connection with this Credit Agreement, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders or each of the Lenders, as the case may be, and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders or each of the Lenders, as the case may be. 103 13.5 RELIANCE BY AGENT. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex teletype or telecopier message, cablegram, radiogram, order or other documentary, teletransmission or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person. The Agent may consult with legal counsel (including counsel for the Borrower with respect to matters concerning the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. 13.6 INDEMNIFICATION OF AGENT. To the extent the Agent is not reimbursed and indemnified by the Borrower, each Lender will reimburse and indemnify the Agent, in proportion to its respective Commitment, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. 13.7 THE AGENT IN ITS INDIVIDUAL CAPACITY. With respect to its obligation to lend under this Credit Agreement, the Loans made by it and the Notes issued to it, its participation in Letters of Credit issued hereunder, and all of its rights and obligations as a Lender hereunder and under the other Credit Documents, the Agent shall have the same rights and powers hereunder as any other Lender or holder of a Note or participation interests and may exercise the same as though it was not performing the duties specified herein; and the terms "Lenders", "Required Lenders", "holders of Notes", or any similar terms shall, unless the context clearly otherwise indicates, include the Agent in its individual capacity. The Agent may accept deposits from, lend money to, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory or other business with the Borrower or any Affiliate of the Borrower as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower for services in connection with this Credit Agreement and otherwise without having to account for the same with the Lenders. 13.8 HOLDERS OF NOTES. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note, shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor. 104 13.9 SUCCESSOR AGENT. (a) The Agent may, upon five (5) Business Days' notice to the Lenders and the Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, upon five (5) days' notice, to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent's giving of notice of resignation, then, upon five (5) days' notice, the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any State thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and surplus of at least $500,000,000. Notwithstanding anything herein to the contrary, so long as no Event of Default shall have occurred and be continuing, any successor Agent (whether appointed by the Required Lenders or the Agent) shall have been approved in writing by the Borrower (such approval not to be unreasonably withheld). (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Credit Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article XIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Credit Agreement. 13.10 COLLATERAL MATTERS. (a) Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of the Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. 105 (b) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment in cash and satisfaction of all of the Obligations (including the Letter of Credit Obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Agent if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 9.3 (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 13.10(b). (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Borrower or any of its Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any of its Subsidiaries or is cared for, protected or insured or that the liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct. (e) The Lenders acknowledge that Foothill has entered into the Pledge Agreements governed by the law of the Netherlands and Belgium in its individual capacity. The Lenders agree that if any amounts are received by Foothill pursuant to such Pledge Agreements, the total amount of the Obligations then owing shall be decreased by such amounts as if such 106 amounts were received by the Agent. Foothill agrees that Foothill shall transfer any such amounts to the Agent. To the extent that it is required to accomplish the allocation of payment intended hereby, each Lender shall purchase and Foothill shall sell, without representation or warranty of any kind, participations in the rights under such Pledge Agreements. 13.11 ACTIONS WITH RESPECT TO DEFAULTS. In addition to the Agent's right to take actions on its own accord as permitted under this Credit Agreement, the Agent shall take such action with respect to a Default or Event of Default as shall be directed by the Required Lenders or all of the Lenders, as the case may be; provided that, until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable and in the best interests of the Lenders. 13.12 DELIVERY OF INFORMATION. The Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Agent from the Borrower, any Subsidiary, the Required Lenders, any Lender or any other Person under or in connection with this Credit Agreement or any other Credit Document except (a) as specifically provided in this Credit Agreement or any other Credit Document and (b) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Agent at the time of receipt of such request and then only in accordance with such specific request. 13.13 WELLS FARGO AS LEAD ARRANGER AND SYNDICATION AGENT. Wells Fargo shall not have any rights, powers, duties or responsibilities hereunder or any other Credit Document in its capacity as Lead Arranger and Syndication Agent and no implied rights, powers, duties or responsibilities shall be read into this Credit Agreement or any other Credit Document or otherwise exist on behalf of or against Wells Fargo in its capacity as Lead Arranger and Syndication Agent. ARTICLE XIV. MISCELLANEOUS 14.1 WAIVERS. The Borrower hereby waives due diligence, demand, presentment and protest and any notices thereof as well as notice of nonpayment. No delay or omission of the Agent or the Lenders to exercise any right or remedy hereunder, whether before or after the happening of any Event of Default, shall impair any such right or shall operate as a waiver thereof or as a waiver of any such Event of Default. No single or partial exercise by the Agent or the Lenders of any right or remedy shall preclude any other or further exercise thereof, or preclude any other right or remedy. 107 14.2 JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER, THE AGENT AND THE LENDERS EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS CREDIT AGREEMENT, THE CREDIT DOCUMENTS OR ANY OTHER AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO. 14.3 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document shall be brought in the courts of the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the nonexclusive jurisdiction of such courts. The Borrower hereby agrees that service of all writs, process and summonses in any suit, action or proceeding brought in the State of New York may be made upon CT Corporation, presently located at 111 Eighth Avenue, New York, New York 10011, U.S.A. (the "Process Agent"), and the Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to such Obligor shall not impair or affect the validity of such service or of any judgment based thereon. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set out for notices pursuant to Section 14.5, such service to become effective three (3) days after such mailing. Nothing herein shall affect the right of the Agent or any Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Borrower in any other jurisdiction. (b) The Borrower hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Credit Agreement or any other Credit Document brought in the courts referred to in subsection (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 14.4 [INTENTIONALLY DELETED]. 14.5 NOTICES. Except as otherwise provided herein, all notices and correspondences hereunder shall be in writing and sent by certified or registered mail return receipt requested, or by 108 overnight delivery service, with all charges prepaid, if to the Agent, then to Foothill Capital Corporation, 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404, Attention: Loan Portfolio Manager, with a copy to Latham & Watkins, 233 S. Wacker Drive, Chicago, Illinois 60606, Attention: Donald Schwartz, Esq., if to the Borrower, then to Borrower at Chiquita Brands, Inc., 250 East Fifth Street, Cincinnati, Ohio 45202, Attention to each of: Chief Financial Officer and General Counsel, if to a Lender at the address set forth on Schedule 1.1A hereto, or by facsimile transmission, promptly confirmed in writing sent by first class mail, if to the Agent, at (310) 453-7413, with a copy to Latham & Watkins at (312) 993-9767 and if to the Borrower at (513) 784-6690 and (513) 784-6691 and if to any Lender at the facsimile number set forth on Schedule 1.1A hereto. All such notices and correspondence shall be deemed given (i) if sent by certified or registered mail, three (3) Business Days after being postmarked, (ii) if sent by overnight delivery service, when received at the above stated addresses or when delivery is refused and (iii) if sent by facsimile transmission, when receipt of such transmission is acknowledged; provided that notices to the Agent shall not be effective until received. 14.6 ASSIGNABILITY. (a) The Borrower shall not have the right to assign this Credit Agreement or any interest therein except with the prior written consent of the Lenders. (b) Notwithstanding subsection (c) of this Section 14.6, nothing herein shall restrict, prevent or prohibit any Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank or (ii) granting assignments or participations in such Lender's Loans and/or Commitments hereunder to its parent company and/or to any affiliate of such Lender or to any existing Lender or affiliate thereof. Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to the Borrower. (c) Each Lender may, with the consent of the Agent (such consent not to be unreasonably withheld, conditioned or delayed and such consent shall not be required in connection with any assignment by a Lender to its Affiliates or managed funds or managed accounts (an "Exempt Assignment") or in connection with a sale of all or a material portion of the loan portfolio of such Lender (a "Portfolio Sale")), but without the consent of any other Lender or other Person, assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement and the Notes; provided that (i) for each such assignment, the parties thereto shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to be paid by the assignee (such fee being waived in the case of an Exempt Assignment), (ii) no such assignment shall be for less than $5,000,000 or, if less, the entire remaining Commitments of such Lender, (iii) if such assignee is a Foreign Lender, all of the requirements of Section 2.7(b) shall have been satisfied as a condition to such assignment and (iv) other than in connection with an Exempt Assignment, each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Commitments and all Loans of such Lender; provided, additionally, that, other than pursuant to a Portfolio Sale, no Initial Lender shall have the right to make any such assignment and delegation if, immediately after 109 giving effect thereto, such Lender's Pro Rata Share (plus the Pro Rata Share of such Lender's Affiliates and the funds and accounts managed by such Lender or one or more of its Affiliates) of the sum of the principal amount of the then outstanding Term Loans plus the Revolving Credit Committed Amount at such time would be less than the lesser of (i) $20,000,000 or (ii) one-sixth of the principal amount of the then outstanding Term Loans plus the Revolving Credit Committed Amount at such time; provided, additionally, that, as long as no Default or Event of Default has occurred and is continuing, and other than to an Affiliate of such Lender (or a fund or amount managed by such Lender or one or more of its Affiliates), no Lender shall have the right to make any such assignment and delegation to any entity which is not a financial institution or other entity which is not generally engaged in the business of buying, selling or funding transactions of the type contemplated hereby. Upon such execution and delivery of the Assignment and Acceptance to the Agent, from and after the date specified as the effective date in the Assignment and Acceptance (the "Acceptance Date"), (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 14.8 which will survive) and be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (d) By executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Notes or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement or any other instrument or document furnished pursuant hereto, (iii) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the financial statements referred to in Section 7.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Credit Agreement are required to be performed by it as a Lender. (e) The Agent shall maintain at its address referred to in Section 14.5 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the 110 recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, together with the Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower shall execute and deliver to the Agent in exchange for the surrendered Note or Notes (which the assigning Lender agrees to promptly deliver to the Borrower) a new Note or Notes to the order of the assignee in an amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment or Commitments hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment or Commitments retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the Closing Date and shall otherwise be in substantially the form of the Note or Notes subject to such assignments. (g) Each Lender may sell participations (without the consent of the Agent, the Borrower or any other Lender) to one or more parties in or to any portion of its rights and obligations under this Credit Agreement (including, without limitation, any portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided that (i) such Lender's obligations under this Credit Agreement (including, without limitation, its Commitments to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Credit Agreement, (iv) the Borrower, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Credit Agreement and (v) such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Credit Agreement except to the extent such amendment or waiver would (A) extend the final maturity date or the date for the payments of any installment of fees or principal or interest of any Loans or Letter of Credit reimbursement obligations in which such participant is participating, (B) reduce the amount of any installment of principal of the Loans or Letter of Credit reimbursement obligations in which such participant is participating, (C) except as otherwise expressly provided in this Credit Agreement, reduce the interest rate applicable to the Loans or Letter of Credit reimbursement obligations in which such participant is participating, or (D) except as otherwise expressly provided in this Credit Agreement, reduce any Fees payable hereunder. 111 (h) Each Lender agrees that, without the prior written consent of the Borrower and the Agent, it will not make any assignment or sell a participation hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan, Note or other Obligation under the securities laws of the United States of America or of any jurisdiction. (i) In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in its possession regarding the Borrower. (j) Borrower shall maintain, or cause to be maintained, a register (the "Register") on which it enters the name of each Lender as the registered owner of the Loans held by such Lender. A Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the Registered Note, if any evidencing the same), Borrower shall treat the Person in whose name such Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (k) In the event that any Lender sells participations in the Registered Loan, such Lender shall maintain a register on which it enters the name of all participants in the Registered Loans held by it (the "Participant Register"). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each Registered Note shall expressly so provide). Any participation of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. 14.7 INFORMATION. The Agent and each Lender (each, a "Lending Party") agrees to keep confidential any information furnished or made available to it by the Borrower pursuant to this Credit Agreement that is marked confidential; provided that nothing herein shall prevent any Lending Party from disclosing such information (a) to any other Lending Party or any affiliate of any Lending Party, or any officer, director, employee, agent, or advisor of any Lending Party or affiliate of any Lending Party, (b) to any other Person if reasonably incidental to the administration of the credit facility provided herein, (c) as required by any law, rule, or regulation, (d) upon the order of any court or administrative agency, (e) upon the request or demand of any regulatory agency or authority; provided, however, that, to the extent permitted 112 by law, the affected Lending Party shall provide prior written notice to the Borrower of any such request or demand, (f) that is or becomes available to the public or that is or becomes available to any Lending Party other than as a result of a disclosure by any Lending Party prohibited by this Credit Agreement, (g) in connection with any litigation to which such Lending Party or any of its affiliates may be a party, (h) to the extent necessary in connection with the exercise of any remedy under this Credit Agreement or any other Credit Document, (i) subject to provisions substantially similar to those contained in this Section 14.7, to any actual or proposed participant or assignee and (j) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information approved by the Borrower and customarily found in such publications. 14.8 PAYMENT OF EXPENSES; INDEMNIFICATION. The Borrower agrees to pay, upon demand, all reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender in connection with (i) the negotiation, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries') business valuation. The Borrower shall indemnify, defend and hold harmless the Agent, the Issuing Bank and each of the Lenders and their respective directors, officers, agents, employees and counsel from and against (x) any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out of or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to (i) this Credit Agreement, any Letter of Credit or the transactions contemplated thereby, (ii) any actual or proposed use by the Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other agreements and 113 documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing and (y) any such losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred in connection with any remedial or other action taken by the Borrower or any of the Lenders in connection with compliance by the Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrower's obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrower shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith against the Borrower (or, in the case of the Agent, against any Lender, except to the extent that the claim or liability giving rise to such enforcement or defense is finally judicially determined to have resulted from the Agent's own gross negligence or willful misconduct), (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any of the foregoing. 14.9 ENTIRE AGREEMENT, SUCCESSORS AND ASSIGNS. This Credit Agreement along with the other Credit Documents and the Fee Letter constitutes the entire agreement among the Borrower, the Agent and the Lenders, supersedes any prior agreements among them, and shall bind and benefit the Borrower and the Lenders and their respective successors and permitted assigns, provided, however, that the foregoing shall not affect the continuing effectiveness of any waiver of any provision of the Original Credit Agreement heretofore granted to the Borrower. 14.10 AMENDMENTS, ETC. Neither the amendment or waiver of any provision of this Credit Agreement or any other Credit Document, nor the consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the Required Lenders, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent shall unless in writing and signed by all the Lenders, do any of the following: (a) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (b) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (c) postpone any date fixed for any payment or mandatory prepayment in respect of principal of, 114 or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (d) change the percentage of the Commitments, or any minimum requirement necessary for the Lenders or the Required Lenders to take any action hereunder, (e) amend or waive Section 2.8, Section 2.9, Section 13.6 or this Section 14.10, or change the definition of Required Lenders, (f) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset of the Borrower permitted under this Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral, (g) except as expressly permitted hereunder, increase the advance rates used to calculate the Revolving Credit Borrowing Base or the terms used in the calculation thereof, or (h) terminate, waive or modify any indemnification obligations of the Borrower under the Credit Agreement or any other Credit Document and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Agent or the Issuing Bank under any Credit Document shall in any event be effective, unless in writing and signed by the Agent and/or the Issuing Bank, as applicable, in addition to the Lenders required hereinabove to take such action. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower shall not be required for any amendment, modification or waiver of the provisions of Article XIII (other than the provisions of Section 13.9). In addition, the Borrower and the Lenders hereby authorize the Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 1.1A from time to time in the manner requested by the Borrower, the Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. 14.11 NONLIABILITY OF AGENT AND LENDERS. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower's business or operations. 14.12 INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts payable at any time hereunder to each Lender under such Lender's Note or Notes shall be a separate and independent debt. 14.13 COUNTERPARTS. This Credit Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 14.14 EFFECTIVENESS. This Credit Agreement shall become effective on the date on which all of the parties have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Agent pursuant to Section 14.5 or, in the case of the Lenders, shall have given to 115 the Agent written, telecopied or telex notice (actually received) at such office that the same has been signed and mailed to it. 14.15 SEVERABILITY. In case any provision in or obligation under this Credit Agreement or the Notes or the other Credit Documents shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 14.16 HEADINGS DESCRIPTIVE. The headings of the several sections and subsections of this Credit Agreement, and the Table of Contents, are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement. 14.17 MAXIMUM RATE. Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement or in any other Credit Document, the Borrower, the Agent and the Lenders hereby agree that all agreements among them under this Credit Agreement and the other Credit Documents, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever shall the amount paid, or agreed to be paid, to the Agent or any Lender for the use, forbearance, or detention of the money loaned to the Borrower and evidenced hereby or thereby or for the performance or payment of any covenant or obligation contained herein or therein, exceed the Highest Lawful Rate. If due to any circumstance whatsoever, fulfillment of any provisions of this Credit Agreement or any of the other Credit Documents at the time performance of such provision shall be due shall exceed the Highest Lawful Rate, then, automatically, the obligation to be fulfilled shall be modified or reduced to the extent necessary to limit such interest to the Highest Lawful Rate, and if from any such circumstance any Lender should ever receive anything of value deemed interest by applicable law which would exceed the Highest Lawful Rate, such excessive interest shall be applied to the reduction of the principal amount then outstanding hereunder or on account of any other then outstanding Obligations and not to the payment of interest, or if such excessive interest exceeds the principal unpaid balance then outstanding hereunder and such other then outstanding Obligations, such excess shall be refunded to the Borrower. All sums paid or agreed to be paid to the Agent or any Lender for the use, forbearance, or detention of the Obligations and other indebtedness of the Borrower to the Agent or any Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of all such indebtedness does not exceed the Highest Lawful Rate throughout the entire term of such indebtedness. The terms and provisions of this Section shall control every other provision of this Credit Agreement and all agreements among the Borrower, the Agent and the Lenders. 116 14.18 RIGHT OF SETOFF. In addition to and not in limitation of all rights of offset that any Lender or other holder of a Note may have under applicable law, each Lender or other holder of a Note shall, if any Event of Default has occurred and is continuing and whether or not such Lender or such holder has made any demand or the Obligations of the Borrower have matured, have the right to appropriate and apply to the payment of the Obligations of the Borrower all deposits (general or special, time or demand, provisional or final) then or thereafter held by and other indebtedness or property then or thereafter owing by such Lender or other holder. Any amount received as a result of the exercise of such rights shall be reallocated among the Lenders as set forth in Section 3.8. 14.19 POWER OF ATTORNEY. Each Subsidiary of the Borrower appoints the chief accounting officer and any vice president of the Borrower, (each of whom is a senior officer of the Borrower) to be its attorneys ("its Attorneys") and in its name and on its behalf and as its act and deed or otherwise to sign all documents and carry out all such acts as are necessary or appropriate in connection with executing any Notice of Borrowing, any Revolving Credit Borrowing Base Certificate or any security documents (the "Documents") in connection with this Credit Agreement, provided that such Documents are in substantially the form provided therefor in the applicable exhibits thereto. This Power of Attorney shall be valid for the duration of the term of this Credit Agreement. Each Subsidiary of the Borrower hereby undertakes to ratify everything which either of its Attorneys shall do in order to execute the Documents mentioned herein. 14.20 RESTATEMENT OF ORIGINAL CREDIT AGREEMENT The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Original Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement (provided that the foregoing shall not be deemed or otherwise construed to constitute a waiver of any Default or Event of Default under this Credit Agreement or the Original Credit Agreement to the extent not previously waived); (b) all Original Obligations outstanding on the Closing Date (including without limitation all accrued and unpaid principal, interest and fees) shall, to the extent not paid on the Closing Date, be deemed to be Obligations outstanding hereunder; (c) the Guaranties and Security Documents, including the Liens created thereunder, and securing payment of the Original Obligations, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) all references in the other Credit Documents to the Original Credit Agreement shall be deemed for all time periods after the date hereof to refer without further amendment to this Credit Agreement as the same may be amended, restated, supplemented, renewed or otherwise modified from time to time. 117 The parties acknowledge and agree that this Credit Agreement and the other Credit Documents do not constitute a novation, payment and reborrowing or termination of the Original Obligations and that all such Original Obligations are in all respects continued and outstanding as Obligations under this Credit Agreement and the Notes with only the terms being modified from and after the effective date of this Agreement as provided in this Agreement, the Notes and the other Credit Documents. 118 IN WITNESS WHEREOF the parties hereto have caused this Credit Agreement to be executed and delivered by their proper and duly authorized officers as of the date set forth above. BORROWER CHIQUITA BRANDS, INC. By: ------------------------------------- Name: James B. Riley Title: Senior Vice President and Chief Financial Officer AGENTS AND LENDERS FOOTHILL CAPITAL CORPORATION, as Agent and as a Lender By: ------------------------------------- Name: ------------------------------------ Title: Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lead Arranger, Syndication Agent and as a Lender By: ------------------------------------- Name: ------------------------------------ Title: Vice President LENDERS ABLECO FINANCE LLC, for itself and its affiliated assignees, as a Lender By: ------------------------------------- Name: Kevin Genda Title: Chief Credit Officer PNC BANK, National Association, as a Lender By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- Schedule 1.1A LENDERS AND COMMITMENTS

LENDER COMMITMENT - ------ ---------- Foothill Capital Corporation $43,500,000 2450 Colorado Avenue Suite 3000W Santa Monica, California 90404 Facsimile Number: (310) 453-7412 Wiring Instructions: ----------------- Wells Fargo Bank, National Association $6,500,000 - -------------------------------------- - -------------------------------------- Facsimile Number: -------------------- Wiring Instructions: ----------------- Ableco Finance LLC, $50,000,000 for itself and its affiliated assignees 450 Park Avenue New York, New York 10022 Facsimile Number: (212) 891-1541 Wiring Instructions: ------------------ Oak Hill Securities Fund, L.P. $12,500,000 65 East 55th Street - 32nd Floor New York, New York 10022 Facsimile Number: (212) 593-3596 Wiring Instructions: ------------------ (Purchased through Assignment) Oak Hill Securities Fund II, L.P. $12,500,000 65 East 55th Street - 32nd Floor New York, New York 10022 Facsimile Number: (212) 593-3596 Wiring Instructions: ------------------ (Purchased through Assignment) PNC Bank, N.A. $5,000,000 201 East Fifth Street Cincinnati, Ohio 45202 Facsimile Number: (513) 651-8951 Wiring Instructions: PNC Bank N.A. ABA #: 042000398

Benefit Name: Commercial Loan Operations Benefit Acct: #130762016803 Ref: Chiquita EX-10.D 6 l97060aexv10wd.txt EXHIBIT 10-D CAPITAL ACCUMULATION PLAN Exhibit 10-d CHIQUITA BRANDS INTERNATIONAL, INC. CAPITAL ACCUMULATION PLAN Originally Adopted by the Employee Benefits Committee of Chiquita Brands International, Inc. on May 2, 2000 Conformed to Include Amendments Adopted through October 22, 2001 CHIQUITA BRANDS INTERNATIONAL, INC. CAPITAL ACCUMULATION PLAN Effective as of January 1, 2000, Chiquita Brands International, Inc. (the "Sponsoring Company") has established the Chiquita Brands International, Inc. Capital Accumulation Plan (the "Plan") on behalf of selected employees of the Sponsoring Company and any Affiliated Companies which adopt the Plan with the permission of the Sponsoring Company, all in accordance with the terms and conditions set forth below. SECTION ONE PURPOSE OF PLAN A. DESIGNATION. The Plan is designated the "Chiquita Brands International, Inc. Capital Accumulation Plan." B. PURPOSE. The purpose of the Plan is to provide retirement, disability, death and employment termination benefits for a select group of management and highly compensated employees of the Participating Companies and for the beneficiaries of those employees. The Plan is intended to be a non-qualified plan of executive deferred compensation, exempt from the requirements of Title I of ERISA. C. VOLUNTARY PARTICIPATION. An Employee who completes the eligibility requirements set forth in Section Three of the Plan may voluntarily elect to participate in the Plan by notifying the Administrative Committee as described in Paragraph A of Section Seven. SECTION TWO DEFINITIONS As used in the Plan: "Accounts" shall mean a Participant's Basic Match Contribution Account, his Deferral Contribution Account, his Incremental Match Contribution Account, his Savings Plan Restoration Match Contribution Account, his Predecessor Account, and, if applicable, his Deemed Participation Contribution Account. The term "Accounts" shall also include any additional accounts established by the Administrative Committee, in its sole discretion. "Administrative Committee" shall mean the Chiquita Brands International, Inc. Employee Benefits Committee which has been appointed to administer the Plan in accordance with the provisions of Section Five of the Plan. Notwithstanding the foregoing, "Administrative Committee" may also include any individual or committee to which the Administrative Committee has delegated authority to act with respect to a specific activity. The Administrative Committee shall be the "named fiduciary," as referred to in Section 402(a) of ERISA, with respect to the management, operation and administration of the Plan. "Affiliated Company" or "Affiliated Companies" shall mean (i) a member of a controlled group of corporations of which the Sponsoring Company is a member, as determined in accordance with Section 414(b) of the Internal Revenue Code and the regulations issued thereunder, (ii) a trade or business which is under common control with the Sponsoring Company, as determined in accordance with Section 414(c) of the Internal Revenue Code and the regulations issued thereunder, or (iii) a member of an affiliated service group of which the Sponsoring Company is a member, as determined in accordance with Section 414(m) of the Internal Revenue Code. In addition, "Affiliated Company" shall also include any other entity designated by the Board of Directors of the Sponsoring Company in its sole discretion. "Basic Match Contribution" shall mean the cumulative amount the Participating Company contributes to the Trust each Plan Year on behalf of a Participant, as described in Paragraph B of Section Seven of the Plan. "Basic Match Contribution Account" shall mean the account maintained for a Participant reflecting the Basic Match Contributions allocated to such Participant pursuant to Paragraph B of Section Seven, as adjusted by earnings or losses thereon in accordance with the provisions of Section Six. "Beneficiary" shall mean any person entitled to receive benefits which are payable upon or after a Participant's death pursuant to Section Ten of the Plan. "Board of Directors" shall mean the Board of Directors of the Sponsoring Company or the Board of Directors of a Participating Company, as the case may be, or any individual or committee to which the Board of Directors has delegated authority to act with respect to a specific activity. "Bonus" shall mean any amount payable as a bonus in the Plan Year to an Employee, other than severance bonuses, to the extent that such amount is classified as a "Bonus" for purposes of this Plan and is payable pursuant to a program which has been specifically identified by an authorized representative of the Sponsoring Company as eligible for consideration as a Bonus hereunder. The Bonus amount will be increased by any amounts with respect to which the Employee has elected to defer or reduce such Bonus for federal income tax purposes (i) under this Plan, (ii) under a Savings Plan or (iii) under any "cafeteria plan," dependent care assistance program or qualified transportation fringe benefit program (as described in Sections 125, 129 and 132 of the Internal Revenue Code) maintained by the Participating Companies. Bonus shall not include any amounts paid to the Employee pursuant to a program which has not been identified as eligible for consideration as the source of a Bonus for purposes of this Plan. "Change of Control" shall mean the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than an Exempt Holder or Exempt Entity, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the total voting power of all of the Sponsoring Company's voting securities then outstanding ("Voting Shares"), provided, that Exempt Holders "beneficially own" (as so defined), on a combined basis, a lesser percentage of the Voting Shares than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company; (ii) on any date, the individuals who constituted the Sponsoring Company's Board of Directors at the beginning of the two-year period immediately preceding such date (together with any new directors whose election by the Sponsoring Company's Board of Directors, or whose nomination for election by the Sponsoring Company's shareholders, was approved by a vote of at least two-thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (iii) immediately after a merger or consolidation of the Sponsoring Company or any subsidiary of the Sponsoring Company with or into, or the sale or other disposition of all or substantially all of the Sponsoring Company's assets to, any other corporation, (a) the Voting Shares of the Sponsoring Company outstanding immediately prior to such transaction do not represent (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity or any parent thereof) more than 50% of the total voting power of the voting securities of the Sponsoring Company or surviving or acquiring entity or any parent thereof outstanding immediately after such merger or consolidation; and (b) either (x) a person or group (other than an Exempt Entity) beneficially owns a percentage of the total voting power of the Sponsoring Company or surviving or acquiring entity or any parent thereof which exceeds both 20% and the percentage owned, on a combined basis, by the Exempt Holders or (y) the Exempt Holders beneficially own, on a combined basis, less than 2% of such voting power. In the case of a Participating Company other than the Sponsoring Company, "Change of Control" shall mean (i) such Participating Company ceasing to be a direct or indirect subsidiary of the Sponsoring Company (or its successor entity) or (ii) a sale of substantially all of such Participating Company's assets to an entity other than the Sponsoring Company (or its successor entity) or one or more of its subsidiaries. "Company Contribution Account" shall mean the account maintained for a Participant reflecting contributions made by a Participating Company which are allocated to such Participant pursuant to Section Seven of the Plan, as adjusted for earnings or losses thereon in accordance with the provisions of Section Six of the Plan. A Participant's Company Contribution Account shall consist of the following subaccounts where applicable: (i) a Basic Match Contribution Account, (ii) a Deemed Participation Match Contribution Account, (iii) a Savings Plan Restoration Match Contribution Account and (iv) an Incremental Match Contribution Account. All references in the Plan or Trust Agreement to "Company Contribution Account" shall, where appropriate, be deemed to constitute a reference to the above- referenced subaccounts. "Compensation" shall mean an Employee's Salary and Bonus payable by a Participating Company during a Plan Year. "Deemed Participation Match Contribution" shall mean the credit made to the ledger account maintained by a Participating Company on behalf of a Participant who had attained age forty- five (45) prior to the Effective Date which reflects the hypothetical Basic Match Contributions and Incremental Match Contributions which would have been made to the Trust on behalf of the Participant between the Participant's Index Date and the Effective Date, had the Plan been in effect during such period of time, subject to the further limitations described in Paragraph E of Section Seven of the Plan. "Deemed Participation Match Contribution Account" shall mean the ledger account maintained by a Participating Company on behalf of a Participant reflecting the Deemed Participation Match Contributions allocated to such Participant pursuant to Paragraph E of Section Seven. "Deferral Contribution" shall mean the cumulative amount the Participating Company contributes to the Trust each Plan Year on behalf of a Participant equal to the amount by which a Participant elected to reduce his Compensation for such Plan Year pursuant to Paragraph A of Section Seven. "Deferral Contribution Account" shall mean the account maintained for a Participant reflecting the Deferral Contributions allocated to such Participant pursuant to Paragraph A of Section Seven, as adjusted by earnings or losses thereon in accordance with the provisions of Section Six of the Plan. "Effective Date" of the Plan shall mean January 1, 2000. "Eligible Participant" shall be used in the context of determining which Participants are eligible to receive Incremental Match Contributions and Savings Plan Restoration Match Contributions and shall mean any Participant who (i) was employed by a Participating Company or an Affiliated Company on the last day of the Plan Year, and (ii) elected, pursuant to Paragraph A of Section Seven, to reduce his Compensation with respect to such Plan Year. "Employee" shall mean any person employed by a Participating Company (i) who is a "Highly Compensated Employee" determined by applying the principles of Section 414(q) of the Internal Revenue Code, but applied as if the person's Salary was the only compensation received from the Participating Company, and (ii) who has either been designated as an "Executive Officer" by the Board of Directors for purposes of Rule 3b-7 under the Exchange Act or has been designated by the Administrative Committee as eligible to participate in the Plan. For purposes of (i), above, an individual will be treated as satisfying such condition with respect to the first day of a Plan Year if the individual's current Salary equals or exceeds the indexed dollar amount of compensation under Section 414(q)(1)(B)(i) as in effect on the October 1 of the immediately preceding Plan Year. In addition, if an individual is hired during a Plan Year, such individual will be deemed to have met the requirement of (i), above, as of his date of hire if his current Salary equals or exceeds the indexed dollar amount of compensation under Section 414(q)(1)(B) (i) as in effect on the first day of such Plan Year. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. References in the Plan to any Section of ERISA shall include any successor provision thereto. "Exchange Act" shall mean the Securities Exchange Act of 1934. "Exempt Holder" shall mean American Financial Group, Inc., each of its subsidiaries and affiliates, Carl H. Lindner, his spouse, his children and their spouses and his grandchildren (or the legal representative of any such person) and each trust for the benefit of each such person. "Exempt Entity" means (i) an institution that is entitled under Rule 13(d)-1 of the Exchange Act (or any successor rule or regulation) to report its ownership of equity securities of the Sponsoring Company through the filing of a statement on Schedule 13G under the Exchange Act, in lieu of Schedule 13D, for so long as such institution remains so entitled, (ii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iii) the Sponsoring Company, any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Sponsoring Company or any of its subsidiaries, and (iv) the surviving or acquiring entity (and the direct and indirect wholly owning parents thereof) in a merger, consolidation, sale or disposition transaction of the type referred to in clause (iii) of the definition of a Change of Control provided such transaction has not resulted in a Change in Control due to failure to satisfy the conditions of subclause (a) or subclause (b) of said clause (iii). "Incremental Match Contribution" shall mean the cumulative amount the Participating Company contributes to the Trust each Plan Year on behalf of an Eligible Participant described in Paragraph C of Section Seven of the Plan. "Incremental Match Contribution Account" shall mean the account maintained for a Participant reflecting the Incremental Match Contribution allocated to such Participant pursuant to Paragraph C of Section Seven, as adjusted by earnings or losses thereon in accordance with the provisions of Section Six of the Plan. "Incremental Years" shall mean, with respect to a Participant, the whole number of Plan Years in the sequence which begins with the Participant's Index Year and ends with the then- current Plan Year, inclusive. "Index Date" shall mean, in the case of Participant who is employed on the Effective Date and who has attained 45 on or before the Effective Date, the first day of the Calendar Year in which such Participant attained age 45. In the case of a Participant who is employed on the Effective Date and has not yet attained age 45 as of the Effective Date, the term Index Date means the first day of the Calendar Year in which the Participant attains the age of 45 plus "n" where "n" equals the number of years from the beginning of the Participant's first year of participation in this Plan prior to the year in which the Participant attains age 45. In the case of a Participant who is hired after the Effective Date, and who attains age 45 prior to becoming a Participant in the Plan, the Index Date shall be the first day of the Calendar Year in which the Participant attained age 45. In the case of a Participant who is hired after the Effective Date and who has not attained age 45 prior to commencing participation in the Plan, the Index Date shall be the first day of the Calendar Year in which the executive attains age 45 plus "n" where "n" equals the number of years, if any, from the beginning of the Participant's first year of participation in this Plan prior to the year in which the Participant attains age 45. "Index Year" shall mean, with respect to a Participant, the Plan Year that includes such Participant's Index Date. "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. References in the Plan to any Section of the Internal Revenue Code shall include any successor provision thereto. "Investment Election" shall mean the form, filed with the Administrative Committee, or its delegate, or such other procedure as may be specified by the Administrative Committee at any time, and from time to time, through which a Participant may designate the manner in which his Accounts shall be allocated among the Investment Funds. "Investment Election Date" shall mean the first business day of each month. "Investment Fund" shall mean each fund, contract, or other arrangement designated by the Administrative Committee as an Investment Fund in which Participants may direct their Accounts to be invested. "Participant" shall mean an Employee who becomes a Participant in the Plan as provided in Section Four of the Plan. "Participating Company" shall mean the Sponsoring Company, or any Affiliated Company which the Sponsoring Company designates as having adopted the Plan and Trust pursuant to the provisions of Section Twenty of the Plan. "Plan" shall mean the Chiquita Brands International, Inc. Capital Accumulation Plan as set forth in this document, and as hereafter amended. "Plan Year" shall mean the twelve (12)-consecutive month period ending on December 31. "Predecessor Account" shall mean the amount in a Participant's 1999 Plan Year deferred compensation account under the Chiquita Brands International, Inc. Deferred Compensation Plan or the American Produce Company Deferred Compensation Plan, as applicable, which such Participant elected to transfer to this Plan as of January 1, 2000, as adjusted for earnings or losses thereon in accordance with the provisions of Section Six of the Plan. The amounts allocated to a Participant's Predecessor Account shall be subject to all of the rules and procedures in this Plan which apply to a Participant's Deferral Contribution Account, except that all prior elections regarding the term of deferral and form of distribution of such 1999 Plan Year deferred compensation account shall remain in effect for purposes of this Plan. This amount shall not be considered a Deferral Contribution for purposes of the Basic Match Contribution, the Incremental Match Contribution, the Savings Plan Restoration Match Contribution or the Deemed Participation Match Contribution. "Retirement Date" of a Participant shall mean the later of (i) Participant's fifty-fifth (55th) birthday, or (ii) the date upon which a Participant completes ten (10) Years of Service commencing with the calendar year in which the Participant attains his forty-fifth (45th) birthday. "Salary" shall mean basic cash compensation before any payroll deductions for taxes or any other purposes, payable by a Participating Company to an Employee in respect of such Employee's service for a Participating Company during the Plan Year increased by any amounts with respect to which the Employee has elected to defer or reduce remuneration for federal income tax purposes (i) under this Plan, (ii) under a Savings Plan or (iii) under any "cafeteria plan", dependent care assistance program or qualified transportation fringe benefit program (as described in Sections 125, 129 and 132 of the Internal Revenue Code) maintained by the Participating Companies. Salary shall not include any amounts paid to the Employee as (i) overtime pay, (ii) any imputed income, severance pay and special allowances or other amounts not considered as a part of base salary for time actually worked, (iii) any amounts paid during a Plan Year on account of the Employee under this Plan or under any other employee pension benefit plan (as defined in Section 3(2) of ERISA), and (iv) except as otherwise provided in the preceding sentence, any amounts which are not includible in the Employee's income for applicable income tax purposes. "Savings Plan" shall mean the Chiquita Savings and Investment Plan and any other qualified or nonqualified retirement program maintained by any Participating Company into which employee contributions and employer matching contributions may be made. "Savings Plan Restoration Match Contribution" shall mean the cumulative amount the Participating Company contributes to the Trust each Plan Year as described in Paragraph D of Section Seven of the Plan. "Savings Plan Restoration Match Contribution Account" shall mean the account maintained for a Participant reflecting the Savings Plan Restoration Match Contribution allocated to such Participant pursuant to Paragraph D of Section Seven, as adjusted by earnings or losses thereon in accordance with the provisions of Section Six of the Plan. "Sponsoring Company" shall mean Chiquita Brands International, Inc. "Total and Permanent Disability" shall mean physical and/or mental incapacity of such a nature that it prevents a Participant from engaging in or performing the principal duties of his customary employment or occupation on a continuing or sustained basis. "Trust" shall mean the entity established pursuant to a Chiquita Brands International, Inc. Capital Accumulation Plan Trust Agreement between the Sponsoring Company and a trustee selected by the Administrative Committee from time to time. "Valuation Date" shall mean the last day of each month or any other date the Administrative Committee, in its sole discretion, shall select as a Valuation Date. "Year of Service" shall mean a twelve (12) month period beginning on a Participant's initial date of hire and on successive anniversaries of such date during which the Participant is treated by the Sponsoring Company or any Affiliated Company as continuously employed. Wherever appropriate, words used in the Plan in the singular may mean the plural, the plural may mean the singular, and the masculine may mean the feminine. SECTION THREE REQUIREMENTS FOR ELIGIBILITY Any Employee shall be eligible to elect to have Deferral Contributions made on his behalf under the Plan and to share in the allocations of Basic Match Contributions and, if applicable, Deemed Participation Match Contributions, Savings Plan Restoration Match Contributions and Incremental Match Contributions under the Plan. Any Participant who has made an election to make Deferral Contributions under this Plan, who incurs a termination of employment, and who is subsequently rehired by a Participating Company, shall automatically become eligible to elect to have Deferral Contributions made on his behalf under the Plan effective as of the date of his rehire. In such case the Participant's Incremental Years for purposes of computing Incremental Match Contributions and the post-date of hire service for purposes of computing the portion of any Deemed Participation Match Contributions earned by the Participant will be adjusted to exclude the years of the break in service and Years of Service for vesting purposes will be adjusted in accordance with the principles applying to qualified plans under the Internal Revenue Code. SECTION FOUR PARTICIPATION IN THE PLAN Within thirty (30) days after meeting the eligibility requirements of Section Three, each Employee shall be notified that he is eligible to participate in the Plan and shall be provided with such election forms as may be required to initiate such participation and any other applicable information. In addition, an Employee who enrolls in the Plan as of the Effective Date may elect, pursuant to such procedures as the Administrative Committee may determine, to have a Predecessor Account established on his behalf with respect to the 1999 Plan Year deferred compensation attributable to the Chiquita Brands International, Inc. Deferred Compensation Plan or the American Produce Company Deferred Compensation Plan. Finally, each Employee who becomes a Participant shall be provided with a designation of beneficiary form with which he may designate one or more Beneficiaries to receive benefits in the event of his death. Prior to October 22, 2001, elections to participate in the Plan by individuals who qualify as Employees as of the first day of any Plan Year must be made no later than November 15 of the immediately preceding Plan Year except (i) with respect the Plan Year which begins January 1, 2000, such election must be made no later than December 15, 1999, and (ii) with respect to the Plan Year in which an individual is initially hired and first qualifies as an Employee and therefore becomes eligible to participate in the Plan, such election must be made within sixty (60) days of the date on which such individual was notified of his eligibility and such election shall be effective as of the first payroll period following its receipt and processing by the Administrative Committee. On and after October 22, 2001, the rules set forth in the immediately preceding paragraph shall continue to apply with respect to any election to defer any portion of a Bonus payable by a Participating Company with respect to a Plan Year by an eligible Employee. On or after October 22, 2001, any election by an eligible Employee to defer Salary pursuant to this Plan must be made no less than thirty (30) days prior to the first pay period with respect to which such Salary deferral election is intended to be effective. The Administrative Committee may, in its sole discretion, establish any time procedures to effectuate the enrollment during a Plan Year of an individual who is promoted during the Plan Year into a position which qualifies the individual as an Employee with respect to such Plan Year. Any Employee who does not elect to have Deferral Contributions made with respect to any Bonuses otherwise payable to him as of the first date on which he is first eligible shall be allowed to make a subsequent election to have Deferral Contributions made with respect to Bonuses otherwise payable to him as of the January 1 of any subsequent Plan Year, provided that such individual notifies the Administrative Committee no later than November 15 of the immediately preceding Plan Year, pursuant to such notification procedures as the Administrative Committee may establish, from time to time. Effective October 22, 2001, any Employee who does not elect to have Deferral Contributions made with respect to Salary otherwise payable to him as of the first day on which he is first eligible shall be allowed to make a subsequent election to have Deferral Contributions made with respect to Salary otherwise payable to him as of the first day of any future pay period provided that a written election to have such Salary Deferral Contributions made to the Plan is received and processed by the Administrative Committee no less than thirty (30) days before the first day of the payroll period with respect to which such election is intended to be effective. SECTION FIVE ADMINISTRATION OF THE PLAN A. RESPONSIBILITY FOR ADMINISTRATION OF THE PLAN. The Administrative Committee shall be responsible for the management, operation and administration of the Plan. B. APPOINTMENT OF ADMINISTRATIVE COMMITTEE. The Board of Directors of the Sponsoring Company has appointed the Chiquita Brands International, Inc. Employee Benefits Committee to be the Administrative Committee hereunder. The Administrative Committee shall be responsible for the management, operation and administration of the Plan. Any member of the Administrative Committee may resign by delivering written notice to the Board of Directors of the Sponsoring Company. The Board of Directors of the Sponsoring Company shall be authorized to remove any member of the Administrative Committee at any time and in its sole discretion to appoint a successor whenever a vacancy on the Administrative Committee occurs. C. DELEGATION OF POWERS. The Administrative Committee may appoint such assistants or representatives as it deems necessary for the effective exercise of its duties in administering the Plan. The Administrative Committee may delegate to such assistants and representatives any powers and duties, both ministerial and discretionary, as it deems expedient or appropriate. D. RECORDS. All acts and determinations with respect to the administration of the Plan made by the Administrative Committee and any assistants or representatives appointed by it shall be duly recorded by the Administrative Committee or by the assistant or representative appointed by it to keep such records. All records, together with such other documents as may be necessary for the administration of the Plan, shall be preserved in the custody of the Administrative Committee or the assistants or representatives appointed by it. E. GENERAL ADMINISTRATIVE POWERS. The Administrative Committee shall have all powers necessary to administer the Plan in accordance with its terms, including the power to construe the Plan and to determine all questions that may arise thereunder. In the exercise of such powers under the Plan, the Administrative Committee shall have discretionary authority to interpret the terms of the Plan and to determine eligibility for and entitlement to Plan benefits in accordance with the terms of the Plan. Any interpretation or determination made pursuant to such discretionary authority shall be given full force and effect, unless such interpretation or determination is made after a Change in Control and is shown to be unreasonable, arbitrary or capricious. F. APPOINTMENT OF PROFESSIONAL ASSISTANCE AND INVESTMENT MANAGER. The Administrative Committee may engage accountants, attorneys, physicians and such other personnel as it deems necessary or advisable. The functions of any such persons engaged by the Administrative Committee shall be limited to the specific services and duties for which they are engaged, and such persons shall have no other duties, obligations or responsibilities under the Plan. Such persons shall exercise no discretionary authority or discretionary control respecting the management of the Plan. The fees and costs of such services shall be paid by the Participating Companies. G. ACTIONS BY THE ADMINISTRATIVE COMMITTEE. All actions of the Administrative Committee shall be taken pursuant to the decision of a majority of the then members of the Administrative Committee. H. DISCRETIONARY ACTS. In the event the Administrative Committee exercises any discretionary authority under the Plan with respect to a Participant who is a member of the Administrative Committee, such discretionary authority shall be exercised solely and exclusively by those members of the Administrative Committee other than such Participant, or, if such Participant is the sole member of the Administrative Committee, such discretionary authority shall be exercised solely and exclusively by the Board of Directors of the Sponsoring Company. I. PAYMENT OF FEES AND EXPENSES. The members of the Administrative Committee and their assistants and representatives shall be entitled to payment from the Participating Companies for all reasonable costs, charges and expenses incurred in the administration of the Plan, including, but not limited to, reasonable fees for accounting, legal and other services rendered, to the extent incurred by the members of the Administrative Committee or their assistants and representatives in the course of performance of their duties under the Plan. J. PLAN ADMINISTRATOR. The Sponsoring Company shall be the "administrator" (as defined in Section 3(16)(A) of ERISA) of the Plan. The Vice President of Human Resources of the Sponsoring Company shall be the designated agent for service of legal process. K. ALLOCATION AND DELEGATION OF ADMINISTRATIVE COMMITTEE RESPONSIBILITIES. The Administrative Committee may upon approval of a majority of the members of the Administrative Committee, (i) allocate among any of the members of the Administrative Committee any of the responsibilities of the Administrative Committee under the Plan or (ii) designate any person, firm or corporation that is not a member of the Administrative Committee to carry out any of the responsibilities of the Administrative Committee under the Plan. Any such allocation or designation shall be made pursuant to a written instrument executed by a majority of the members of the Administrative Committee. SECTION SIX PARTICIPANTS' ACCOUNTS A. MAINTENANCE OF ACCOUNTS. There shall be maintained on behalf of each Participant a Basic Match Contribution Account, an Incremental Match Contribution Account, a Deferral Contribution Account, a Savings Plan Restoration Match Contribution Account, a Predecessor Account and, if applicable, a Deemed Participation Match Contribution Account. The Participant's interest in his Company Contribution Accounts shall be subject to the vesting schedule set forth in Paragraph A of Section Eleven. The Participant's interest in his Deferral Contribution Account and Predecessor Account shall be one hundred percent (100%) vested at all times. All payments to a Participant or his Beneficiaries shall be charged against the respective Accounts of such Participant. B. ACCOUNTS OF PARTICIPANT TRANSFERRED TO AN AFFILIATED Company. If a Participant is transferred to an Affiliated Company which has not adopted the Plan, the amounts which are credited to his Accounts shall continue to be governed by the provisions of the Plan. C. ADJUSTMENT OF PARTICIPANTS' ACCOUNTS. Promptly after the last day of each Plan Year or such other dates no less frequently than annually as the Administrative Committee shall decide, the Administrative Committee or its delegate shall adjust the Accounts of each Participant (other than a Participant's Deemed Participation Match Contribution Account) so that the amount of net income, loss, appreciation or depreciation in the value of the amount invested in an Investment Fund shall be allocated equitably and exclusively to the Accounts of the Participants invested in such Investment Fund. Promptly after the last day of each Plan Year, the Administrative Committee shall adjust the Deemed Participation Match Contribution Account of each Participant by the amount of interest specified in Paragraph E of Section Seven. D. INVESTMENT OF CONTRIBUTIONS. (i) PARTICIPANT-DIRECTED INVESTMENTS. In accordance with procedures established by the Administrative Committee, each Participant shall have the opportunity, at the time of enrollment for a Plan Year and subsequently on or before each Investment Election Date, to make an Investment Election with the Administrative Committee or its delegate, which shall apply to all of the Participant's Accounts for all or any specified Plan Year or Plan Years other than his Deemed Participation Match Contribution Account which will be credited with interest as specified in Paragraph E of Section Seven. This election shall be effective beginning on the Investment Election Date following its receipt by the Administrative Committee, or its delegate, and shall continue in effect until revoked or modified as of a subsequent Investment Election Date. The following restrictions shall apply to such investment elections: (a) No election may be made in violation of any applicable investment contract or other agreement establishing an Investment Fund, and (b) Transfers among the available Investment Funds may be made only in whole percentage multiples of one percent (1%) of the balances therein. In addition, the Administrative Committee, in its sole discretion, may from time to time establish special Investment Election Dates to provide the Participants with additional opportunities to designate the manner in which their Accounts shall be allocated among the then-available Investment Funds. (ii) OTHER INVESTMENTS. All Accounts not subject to an Investment Election filed with the Administrative Committee pursuant to subparagraph (i) above shall be invested in a money market fund or other liquid or pooled fund investment vehicle selected by the Administrative Committee. E. NO RIGHT TO SPECIFIC ASSETS. The fact that for administrative purposes Accounts are maintained for each Participant under the Plan shall not be deemed to segregate for such Participant, or to give such Participant any direct interest in, any specific assets of the Participating Companies except as otherwise provided in Section Eighteen below. F. PARTICIPANT STATEMENTS. Promptly after the end of each Plan Year the Administrative Committee shall issue statements of account to each Participant. SECTION SEVEN ALLOCATIONS TO PARTICIPANT'S ACCOUNTS A. DEFERRAL CONTRIBUTIONS. Each Plan Year, the Participating Company employing a Participant who has elected to reduce his Compensation pursuant to subparagraph (i) of this Paragraph A shall withhold from such Participant's Compensation the Deferral Contributions, as elected by such Participant. (i) DEFERRAL ELECTIONS. A Participant may elect to reduce his Compensation by an amount of up to eighty percent (80%) of his Salary and up to eighty percent (80%) of his Bonus provided, however, that the aggregate amount by which a Participant may elect to reduce his Compensation under this subparagraph (i) of Paragraph A of Section Seven of the Plan shall not cause such Participant's Compensation to be reduced below the amount necessary to satisfy the following obligations: (a) Applicable employment taxes (e.g. FICA/Medicare) on amounts of Compensation which have been deferred; (b) Any Federal or state tax withholding requirements relating to any employee benefit plan and (C) Any Federal or state tax withholding requirements relating to any taxable remuneration payable to the Participant. Such contributions shall be made through regular payroll deductions by notifying the Administrative Committee, no later than the November 15 of the year preceding the Plan Year for which such election is intended to become effective pursuant to such notification procedures as the Administrative Committee may establish, from time to time. In addition, any and all of the dates referenced in the preceding sentence may be modified by the Administrative Committee at any time and from time to time. Effective as of October 22, 2001, a Participant may elect to increase, but not decrease, the percentage of his Salary which is covered under a Deferral Contribution Election by notifying the Administrative Committee no less than thirty days prior to the first day of the payroll period with respect to which such increased percentage is to be applied. A Participant may make separate elections with respect to his Salary and his Bonus. However, no election may be made with respect to a Bonus subsequent to November 15 of the Plan Year preceding the Plan Year for which the Bonus would otherwise be paid. The most recent election shall remain in effect for the entire Plan Year unless increased (in the case of an election to defer Salary) in accordance with the provisions of this subparagraph (i) of this Paragraph A or until suspended or revoked pursuant to this subparagraph (ii) of this Paragraph A and, unless revoked, shall remain in effect for subsequent Plan Years unless a new election is made for any such subsequent Plan Year. (ii) SUSPENSION OF DEDUCTIONS. A Participant may not elect to suspend any Deferral Contributions which relate to an eligible Bonus which is subject to any existing deferral election. A Participant may, however, elect to suspend his Deferral Contributions which relate to his Salary for a Plan Year within such Plan Year by notifying the Administrative Committee no later than thirty (30) days prior to the first applicable payroll period as of which such election is intended to become effective, pursuant to such notification procedures as the Administrative Committee may establish, from time to time. Any such suspension shall remain in effect for the remainder of the Plan Year in which such suspension election is made and the Participant will be further suspended from making any new Deferral Contributions with respect to his Salary during the following Plan Year. During such period of suspension, the Deferral Contributions of such Participant relating to Salary shall be suspended. A Participant may not make up suspended Deferral Contributions. The Deferral Contributions of a Participant shall be suspended automatically for any payroll period in which such Participant does not receive any Compensation. (iii) METHOD OF ALLOCATING DEFERRAL CONTRIBUTIONS. Each Participant who elected to reduce his Compensation during a Plan Year pursuant to the provisions of this Paragraph A shall receive an allocation of Deferral Contributions to his Deferral Contribution Account for such Plan Year equal to the amount by which he elected to reduce and has in fact reduced his Compensation for such Plan Year pursuant to the provisions of this Paragraph A. Such allocations shall be credited to the Participant's Deferral Contribution Account and made to the Trust as soon as practicable but in no event more than 30 days after they are deducted from Participant's Salary or Bonus. B. BASIC MATCH CONTRIBUTIONS. (i) Each Plan Year, each Participant shall receive an allocation to his Basic Match Contribution Account for such Plan Year in an amount such that when added to his Incremental Match Contribution under paragraph C of this Section Seven shall equal fifty percent (50%) of the amount of Deferral Contributions allocated to such Participant under Paragraph A above for such Plan Year. The aggregate amount of the Basic Match Contributions which may be allocated to each Participant's Basic Match Contribution Account for such Plan Year under this Plan shall not exceed six percent (6%) of his Compensation reduced by six percent (6%) of such amount of his Salary as does not exceed the dollar limitation then in effect under Section 401(a)(17) of the Internal Revenue Code (which reduction amount is a 'deemed contribution' made on behalf of such Participant under any Savings Plan). In no event will such a 'deemed contribution' exceed the annual limit on elective deferrals then in effect under Section 402(g) of the Internal Revenue Code. (ii) The Basic Match Contribution shall be credited to the Participant's Basic Match Contribution Account and made to the Trust throughout the Plan Year at the same time as the Participant's Deferral Contributions, to which such Basic Match Contributions relate, are made to the Trust. (iii) The Basic Match Contribution Account shall be subject to the vesting schedule set forth in Paragraph A(iii) of Section Eleven. C. INCREMENTAL MATCH CONTRIBUTIONS. (i) Each Plan Year, each Eligible Participant whose Index Date has occurred during such Plan Year or during a prior Plan Year shall receive an allocation to his Incremental Match Contribution Account for such Plan Year in an amount such that when added to his Basic Match Contribution under paragraph B of this Section Seven shall equal fifty percent (50%) of the amount of Deferral Contributions allocated to such Eligible Participant under Paragraph A above for such Plan Year. Notwithstanding the above, the aggregate amount of Incremental Match Contributions which may be allocated to an Eligible Participant's Incremental Match Contribution Account with respect to a Plan Year may not exceed the multiple of (a) one percent (1%) of the Eligible Participant's Compensation for such Plan Year, times (b) the number of the Eligible Participant's Incremental Years as of the last day of the current Plan Year. (ii) As a further limitation to the amount of an Eligible Participant's Basic and Incremental Match Contributions, the sum of the Basic Match Contributions and the Incremental Match Contributions with respect to any Plan Year may not exceed the lesser of (i) Fifty Thousand Dollars ($50,000) or (ii) Fifteen Percent (15%) of the Eligible Participant's Compensation with respect to such Plan Year. If the application of these limitations would otherwise result in the reduction of the Incremental Match Contributions to an amount less than zero, such excess reduction shall instead be applied to reduce the Participant's Basic Match Contributions. (iii) The Incremental Match Contributions with respect to a Plan Year shall be credited to the Eligible Participant's Incremental Match Contribution Account and made to the Trust as soon as practicable after the end of such Plan Year. (iv) The Incremental Match Contribution Account shall be subject to the vesting schedule set forth in Paragraph A (iv) of Section Eleven. D. SAVINGS PLAN RESTORATION MATCH CONTRIBUTIONS. (i) Each Plan Year, each Eligible Participant whose Salary for such Plan Year is less than the dollar limitation on compensation set forth under Section 401(a)(17) of the Internal Revenue Code but only after taking into account the Eligible Participant's Deferral Contributions with respect to Salary pursuant to Paragraph A of this Section 7, shall receive an allocation to his Savings Plan Restoration Match Contribution Account for such Plan Year in an amount equal to six percent (6%) of the positive difference, if any, between the amount of his Salary which does not exceed the dollar limitation then in effect under Section 401(a)(17) of the Internal Revenue Code and his Salary after reduction by the amount of his Deferral Contributions with respect to Salary pursuant to Paragraph A of this Section Seven. (ii) The Savings Plan Restoration Match Contribution Account shall be credited to the Eligible Participant's Savings Plan Restoration Account and made to the Trust as soon as practicable after the end of such Plan Year. (iii) The Savings Plan Restoration Match Contribution Account shall be subject to the vesting schedule set forth in Paragraph A(v) of Section Eleven. E. DEEMED PARTICIPATION MATCH CONTRIBUTION. On the Effective Date, each Eligible Participant whose Index Date occurred prior to the Effective Date and who elects to make a Deferral Contribution for the Plan Year 2000 will receive a ledger account credit for a constructive Deemed Participation Match Contribution with respect to each Plan Year occurring between such Eligible Participant's Index Date and the Effective Date computed as follows: (i) A determination will be made of the amount of the Basic Match Contributions and the Incremental Match Contributions which would have been allocated to such Eligible Participant's Accounts with respect to each Plan Year had the Plan been in effect during such Plan Year and had the individual elected the maximum amount of permissible Deferral Contributions with respect to such Plan Year based on the Eligible Participant's annualized Salary and target Bonus in effect on December 1, 1999. Such determination will include all limitations set forth above in connection with the amount of the Basic Match Contributions and Incremental Match Contributions. (ii) The above amount will be reduced by an amount equal to the actuarial equivalent computed lump-sum value of the annual accrued benefit which the individual has earned as of the time of the computation of such ledger credit under the terms of any defined benefit retirement- type plan (whether tax-qualified or nonqualified) maintained by any Participating Company. Such computation shall be made by the Administrative Committee utilizing such reasonable methodology as it may develop from time to time in its discretion. (iii) The above-referenced amount will be considered earned over a fifteen (15) year period in equal portions and each portion will be deemed to accrue on each of the first fifteen (15) anniversaries of the Eligible Participant's date of hire by the Sponsoring Company or any Affiliated Company beginning with the Plan Year in which the Eligible Participant was first hired by the Sponsoring Company or any Affiliated Company. For the portions of the Deemed Participation Match Contribution which are deemed to have accrued in years prior to the Effective Date, all such portions shall be deemed to have accrued in a lump-sum on the Effective Date without interest. After the Effective Date, the remaining portions of the Deemed Participation Match Contribution, if any, shall be earned as of successive anniversaries of the Eligible Participant's date of hire throughout the remainder of such fifteen (15)-year period in equal annual amounts computed as periodic payments, discounted at at 10% per annum, and such amounts, as earned, shall be credited to the ledger account on December 31 of each such year. (iv) The accrued balance in the Eligible Participant's ledger account shall be credited with interest on December 31 of each year at a rate to be determined prospectively and published by the Administrative Committee, in its discretion. (v) The Deemed Match Contribution shall not actually be made to the Trust but the cumulative amount credited to the Deemed Participation Match Contribution ledger account shall instead be paid directly to the Eligible Participant in a lump sum by the applicable Participating Company if the Eligible Participant terminates employment after attaining his Retirement Date and after having become vested in accordance with Paragraph A(vi) of Section Eleven. (vi) The entitlement of the Eligible Participant to the Deemed Participation Match Contribution shall be subject to the vesting schedule set forth in Paragraph A(vi) of Section Eleven. F. PROSPECTIVE EXCLUSION. From time to time, the Administrative Committee may, in its sole discretion, determine that the inclusion of an Employee in the Plan jeopardizes the ability of the Plan to continue to satisfy the requirements under Section 201(2) of ERISA. In such an instance, the Administrative Committee may direct the immediate distribution to such Employee of any vested amount in his Company Contribution Accounts and Deferral Contribution Account. SECTION EIGHT DISABILITY BENEFITS A. DISABILITY RETIREMENT BENEFITS. If a Participant's employment terminates by reason of Total and Permanent Disability while in the employ of the Sponsoring Company or an Affiliated Company, his Company Contribution Accounts shall fully vest (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant has terminated employment after satisfying the conditions described in Section Eleven A(vi)), and he shall be entitled to receive benefits equal to the total amount in his Accounts in the Plan (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant has terminated employment after satisfying the conditions described in Section Eleven A(vi)), as determined in accordance with the provisions of Paragraph A of Section Twelve hereof. Such benefits shall be paid at the time and in the manner specified in Section Twelve of the Plan. B. DETERMINATION OF DISABILITY. The Administrative Committee shall determine whether a Participant has suffered a Total and Permanent Disability and its determination in that respect shall be binding upon the Participant. In making its determination, the Administrative Committee may (i) require the Participant to submit to medical examinations by doctors selected by the Administrative Committee or (ii) rely upon a determination that the Participant is entitled to disability benefits payable under Title II of the Social Security Act, 42 U.S.C. 301 et. seq., or similar subsequent section, as evidenced by a certificate of Social Security Insurance Award. The provisions of this Section Eight shall be uniformly and consistently applied to all Participants. SECTION NINE RETIREMENT BENEFITS If a Participant is employed by the Sponsoring Company or an Affiliated Company on his Retirement Date, his Company Contribution Accounts shall fully vest at that time (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant terminates employment after satisfying the conditions described in Section Eleven A(vi)). If the Participant continues in a Participating Company's employ after his Retirement Date, he shall continue to be eligible to reduce his Compensation under the Plan and to share in the allocations of Company Contributions under the Plan until his actual retirement. Upon retirement on or after attaining his Retirement Date, a Participant shall be entitled to receive benefits equal to the total amount in his Accounts in the Plan (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant terminates employment after satisfying the conditions described in Section Eleven A(vi)) as determined in accordance with the provisions of Paragraph A of Section Twelve hereof. Such benefits shall be paid at the time and in the manner specified in Section Twelve of the Plan. SECTION TEN DEATH BENEFITS A. DEATH BENEFITS. Upon the death of a Participant who is employed by the Sponsoring Company or an Affiliated Company at the time of his death, such deceased Participant's Company Contribution Accounts shall fully vest, (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant dies after having satisfied the conditions described in Section Eleven A(vi)) and his Beneficiary shall be entitled to receive benefits equal to the total amount in the deceased Participant's Accounts in the Plan (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant dies after having satisfied the conditions described in Section Eleven A(vi)) as determined in accordance with the provisions of Paragraph A of Section Twelve hereof. Upon the death of a Participant who is not employed by the Sponsoring Company or an Affiliated Company at the time of his death, such deceased Participant's Beneficiary shall be entitled to receive benefits equal to the vested amount in the deceased Participant's Accounts in the Plan as determined in accordance with the provisions of Paragraph A of Section Eleven. In either event, such benefits shall be paid at the time and in the manner specified in Section Twelve of the Plan. B. DESIGNATION OF BENEFICIARIES. Each Participant may designate one or more Beneficiaries and contingent Beneficiaries by delivering a written designation thereof over his signature to the Administrative Committee. A Participant may designate different Beneficiaries at any time by delivering a new written designation over his signature to the Administrative Committee. Any such designation shall become effective only upon its receipt by the Administrative Committee. The last effective designation received by the Administrative Committee shall supersede all prior designations. A designation of a Beneficiary shall be effective only if the designated Beneficiary survives the Participant. C. FAILURE OF PARTICIPANT TO DESIGNATE. If a Participant fails to designate a Beneficiary, or if no designated Beneficiary survives the Participant, the Participant shall be deemed to have designated the Beneficiaries then in effect under the Group Term Life Insurance Plan of the Sponsoring Company or an Affiliated Company, or, in the absence of any such valid designation, his estate. D. BENEFICIARIES' RIGHTS. Whenever the rights of a Participant are stated or limited in the Plan, his Beneficiaries shall be bound thereby. SECTION ELEVEN EMPLOYMENT TERMINATION BENEFITS A. VESTING RULES. (i) VESTING OF DEFERRAL CONTRIBUTION ACCOUNT. A Participant is always vested one hundred percent (100%) in his Deferral Contribution Account. (ii) VESTING IN COMPANY CONTRIBUTION ACCOUNTS IN SPECIAL CASES. In the event of the termination of employment of a Participant due to death, incurrence of Total and Permanent Disability or after attainment of his Retirement Date or a Change in Control, such Participant shall be entitled to receive one hundred percent (100%) of the amount in his Company Contribution Accounts (other than the Deemed Participation Match Contribution Account which will only be payable if the Participant terminates employment after having satisfied the conditions described in Section Eleven A(vi)). (iii) VESTING OF BASIC MATCH CONTRIBUTION ACCOUNT. In the event that the Participant terminates employment for reasons or under circumstances other than those set forth in subparagraph (ii) above, the vested status of the Participant's Basic Match Contribution Account will be based upon a five-year vesting schedule wherein 20% of the balance of the Account will become vested for each Year of Service commencing with the Participant's initial date of hire with the Sponsoring Company or an Affiliated Company. (iv) VESTING OF INCREMENTAL MATCH CONTRIBUTION ACCOUNT. In the event that the Participant terminates employment for reasons or under circumstances other than those set forth in subparagraph (ii) above, the vested status of the Participant's Incremental Match Contribution Account will be based upon a schedule wherein 10% of the balance of the Account will become vested for each Year of Service commencing with the later of (i) the Participant's initial date of hire with the Sponsoring Company or an Affiliated Company or (ii) the Participant's Index Date. (v) VESTING OF SAVINGS PLAN RESTORATION MATCH CONTRIBUTION ACCOUNT. In the event the Participant terminates employment for reasons or under circumstances other than those set forth in subparagraph (ii) above, the vested status of Participant's Savings Plan Restoration Match Contribution Account will be based upon a five-year vesting schedule wherein 20% of the balance of the Account will become vested for each Year of Service commencing with the Participant's initial date of hire with the Sponsoring Company or an Affiliated Company. (vi) VESTING OF DEEMED PARTICIPATION MATCH CONTRIBUTION ACCOUNT. A Participant will become vested in his Deemed Participation Match Contribution ledger account on the later of (i) his attainment of his Retirement Date or (ii) the fifth (5th) anniversary of the date of such Participant's initial participation in the Plan. If the Participant terminates employment for any reason prior to such Retirement Date or prior to such fifth (5th) anniversary, the individual will have no entitlement to receive any payments with respect to his Deemed Participation Match Contribution. (vii) TERMINATION FOR CAUSE. Notwithstanding the above, in the event a Participant's employment is terminated "for cause" other than a termination which occurs subsequent to a Change in Control, the Participant will not be entitled to receive any payments from the Plan other than a payment relating to his Deferral Contribution Account. For these purposes, the term "for cause" shall mean any of the following in the judgement of the Administrative Committee: (a) any type of disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, or dishonesty in the course of a Participant's employment or business relationship with the Company; or (b) conviction of a felony or other crime involving a breach of trust or fiduciary duty owed to the Company; or (c) unauthorized disclosure of trade secrets or confidential information of the Company; or (d) a material breach of any agreement with the Company in respect of confidentiality, non-disclosure, non-competition or otherwise; or (e) any serious violation of Company policy that is materially damaging to the Company's interests. B. COUNTING YEARS OF SERVICE. For purposes of this Section Eleven, all Years of Service (whether or not continuous) shall be taken into account. C. FORFEITURE OF NON-VESTED AMOUNT. The excess of (i) the amount in the Company Contribution Accounts of a Participant whose termination of employment has occurred, over (ii) the vested amount in such Company Contribution Accounts as determined in accordance with the vesting schedules set forth in Paragraph A of this Section Eleven (such difference being referred to herein as the "Non-Vested Amount") shall be forfeited upon the earlier of (i) the Participant's receipt of a distribution of his total vested Accounts under the Plan or (ii) the second (2nd) anniversary following his termination of employment. SECTION TWELVE PAYMENT OF BENEFITS A. GENERAL. The Administrative Committee shall distribute the benefits payable to a Participant (or, if applicable, his Beneficiary), pursuant to Paragraph B of this Section Twelve upon such Participant's termination of employment. The amount of such distribution shall be equal to the vested balance (as provided in Paragraph A of Section Eleven) in such Participant's Accounts as of the Valuation Date coincident with or immediately preceding the date on which the distribution is made, supplemented, where applicable, by an amount representing any amounts withheld from such Participant's Compensation under Paragraph A of Section Seven subsequent to such Valuation Date. B. DISTRIBUTION OF BENEFITS. Upon a Participant's death or his termination of employment on or after a Change in Control, the Participating Company which employed such Participant at such time shall pay such Participant (or, if applicable, his Beneficiary) the benefits payable to him under Paragraph A of this Section Twelve in one lump sum payment as soon as administratively practicable after such event. In the event of a Total and Permanent Disability, such lump-sum payment will be made at the earliest of (i) recovery from the disability, (ii) death or (iii) attainment of age sixty-five (65). In the event of a termination of employment prior to January 1, 2001 for reasons other than death, Change of Control or Total and Permanent Disability, such lump-sum payment will be made in the month of January following the Plan Year in which such termination of employment takes place. In the event of a termination of employment on or after January 1, 2001, for any reason other than death, Change of Control or Total and Permanent Disability, such lump-sum payment shall be made as soon as administratively practicable after such event. However, if at least one (1) year prior to his termination of employment for any reason other than a Change of Control or Total and Permanent Disability, the Participant made an irrevocable election in the manner specified by the Administrative Committee or its delegate to receive his benefits under the Plan which are attributable to Deferral Contributions, Basic Match Contributions and Incremental Match Contributions with respect to one or more designated Plan Years in the form of installment payments and such Participant had attained age forty-five (45) prior to his termination of employment, such distribution shall instead be made in the form of annual installment payments. The first payment shall be made as soon as administratively practicable after such termination of employment and subsequent payments shall be made in the month of February of each subsequent Plan Year. If a Participant elects distribution in the form of annual installment payments, he shall further designate the period of time (either five (5) years or ten (10) years) over which the installment payments are to be made. However, if the Participant's Accounts have an aggregate balance of less than Fifty Thousand Dollars ($50,000) at the time any payment is to be made, the full remaining vested balance in the Accounts will be paid to the Participant in a single lump sum distribution. During the period such installment payments are being made, the remaining balances in the Participant's vested Accounts shall continue to be invested at the direction of the Participant and credited with earnings or losses in accordance with the provisions of Section Six of the Plan. If a Participant incurs a Total and Permanent Disability after having commenced receipt of benefits in installment form, payment of future installments shall be suspended until the earlier of (i) recovery from the disability or (ii) attainment of age sixty-five (65) at which time all suspended payments shall be made in a lump sum. If a Participant dies after having made an election to receive his distribution in the form of installment payments but before the receipt of all of the installment payments payable thereunder, the remaining installment payments shall be paid to his Beneficiary for the remaining duration of the elected installment period unless the Beneficiary requests payment in a lump-sum and the Administrative Committee, in its sole discretion, grants such request. If a Participant dies after having elected to receive his distribution in the form of installment payments but prior to receipt of any installment payments payable thereunder, the benefits payable under Paragraph A of this Section Twelve to such Participant's Beneficiary shall be paid in one lump sum payment as soon as administratively feasible following such Participant's death. The computation of the amount of any lump sum payment or the amount of any installment payment shall be made by reference to the balances of the Participant's vested Accounts as of the date of the distribution. A Participating Company making any distribution hereunder shall withhold from the distribution any applicable payroll taxes or required income taxes. C. IN-SERVICE WITHDRAWAL. A Participant may elect to receive a distribution from the Plan while still employed by the Sponsoring Company or an Affiliated Company from the individual's Deferral Contribution Account, vested Basic Match Contribution Account or vested Incremental Match Contribution Account. Any such in-service distribution must be made pursuant to an election initially made prior to the Plan Year of the deferral to which the Deferral Contribution or Matching Contributions relate. The distribution must be scheduled to commence no less than two years after the end of the Plan Year in which such Deferral Contributions and/or Matching Contributions are made. A separate distribution election can be made each Plan Year with respect to all but not less than all of the combination of all Deferral Contributions, Basic Match Contributions and Incremental Match Contributions relating to such Plan Year. The form and timing of the distribution of an in-service withdrawal for any Plan Year may be amended or postponed one time only by giving the Administrative Committee or its delegate written notice of such modified distribution date no less than one year prior to the originally elected distribution date. Any such deferred distribution must take place at least two Plan Years after the originally scheduled distribution date. Any distribution which is requested in the form of a lump- sum distribution will be paid in the month of January of the year specified in the election form. Alternatively, an in-service withdrawal can be paid in annual installments over a two, three, four or five year period as specified in the election form. The amount of the annual installment payment will be determined by dividing the identified vested account balance components by the remaining installments immediately prior to the payment. In the event that the remaining amounts to be distributed in connection with the installment form have an aggregate balance of less than $25,000 at the time any payment is to be made, the full remaining amounts scheduled to be distributed to the Participant from the Accounts will be paid to the Participant in a single lump sum distribution. Scheduled annual installment payments will commence in the January of the year specified in the election form. If a Participant terminates employment due to death, a Change of Control or Total and Permanent Disability prior to the scheduled withdrawal date, that portion of the Participant's Accounts which were scheduled to be paid in the form of an in-service distribution will instead be paid in accordance with the applicable provisions of Paragraph B above. If a Participant terminates employment for any reason other than death, a Change of Control or Total and Permanent Disability prior to the scheduled withdrawal date, that portion of the Participant's Accounts which were scheduled to be paid in the form of an in-service distribution will instead be paid in January of the Plan Year following the termination of employment in the form and in the manner previously elected by the Participant. D. HARDSHIP WITHDRAWALS. A Participant may request the Administrative Committee to allow a hardship withdrawal from the Plan in the event of an unforeseeable severe financial emergency. For these purposes, an unforeseeable severe financial emergency must be a financial need arising from: (i) The illness or accident of a Participant or a dependent of the Participant; (ii) A significant loss of the Participant's property due to casualty; or (iii) Any similar circumstances involving an immediate financial need which arises out of events beyond the control of the participant and which may not be relieved through other available resources of the Participant. The Administrative Committee can grant or deny a Participant's request for a hardship withdrawal in its sole discretion and need not be consistent with respect to similarly situated requests. E. BENEFITS OF PERSONS WHO CANNOT BE LOCATED. If the Administrative Committee determines in good faith that a Participant or Beneficiary entitled to receive a benefit payment hereunder cannot be located, the Administrative Committee shall nevertheless give written notice to such person of the fact that such benefit payment is payable to him under the Plan. Such written notice shall be given by United States mail to the person entitled to the benefit payment (according to the records of the Plan) at the last known address of such person. In addition, the Administrative Committee shall use such other means as are reasonably available to it in order to ascertain the location of such person. If such Participant or Beneficiary makes no claim for such benefit payment before the earlier of (i) a period of two (2) years after the giving of such written notice or (ii) the termination of the Plan, then the Administrative Committee shall declare a forfeiture of the benefits otherwise payable to such person, provided such person has not yet been located. F. DISTRIBUTION FOR MINOR BENEFICIARY. In the event a distribution is to be made to a minor, then the Administrative Committee may, in its sole discretion, direct that such distribution be paid to the legal guardian, or if none, to a parent of such Beneficiary or a responsible adult with whom the Beneficiary maintains his residence, or to the custodian for such Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the laws of the state in which said Beneficiary resides. Such a payment to the legal guardian or parent of a minor Beneficiary shall fully discharge the Participating Company and Plan from further liability on account thereof. SECTION THIRTEEN BENEFIT CLAIMS PROCEDURE A. CLAIMS FOR BENEFITS. Any claim for benefits under the Plan shall be made in writing to the Administrative Committee. If such claim for benefits is wholly or partially denied, the Administrative Committee shall, within ninety (90) days after receipt of the claim, notify the Participant or Beneficiary of the denial of the claim. Such notice of denial shall (i) be in writing, (ii) be written in a manner calculated to be understood by the Participant or Beneficiary, and (iii) contain (a) the specific reason or reasons for denial of the claim, (b) a specific reference to the pertinent Plan provisions upon which the denial is based, (c) a description of any additional material or information necessary to perfect the claim, along with an explanation of why such material or information is necessary, and (d) an explanation of the claim review procedure as set forth in this Section Thirteen. B. REQUEST FOR REVIEW OF DENIAL. Within sixty (60) days after the receipt by a Participant or Beneficiary of a written notice of denial of the claim, or such later time as shall be deemed reasonable taking into account the nature of the benefit subject to the claim and any other attendant circumstances, the Participant or Beneficiary may file a written request with the Administrative Committee that it conduct a full and fair review of the denial of the claim for benefits. C. DECISION ON REVIEW OF DENIAL. The Administrative Committee shall deliver to the Participant or Beneficiary a written decision on the claim within sixty (60) days after the receipt of the aforesaid request for review. Such decision shall (i) be written in a manner calculated to be understood by the Participant or Beneficiary, (ii) include the specific reason or reasons for the decision, and (iii) contain a specific reference to the pertinent Plan provisions upon which the decision is based. SECTION FOURTEEN INALIENABILITY OF BENEFITS The right of any Participant or Beneficiary to any benefit or payment under the Plan shall not be subject to voluntary or involuntary transfer, alienation, or assignment, and, to the fullest extent permitted by law, shall not be subject to attachment, execution, garnishment, sequestration, or other legal or equitable process. In the event a Participant or Beneficiary who is receiving or is entitled to receive benefits under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void. SECTION FIFTEEN AMENDMENT OF THE PLAN The Sponsoring Company may amend the Plan at any time, and from time to time, with respect to both Participants who are employed by the Sponsoring Company and Participants who are employed by any Participating Company, pursuant to written resolutions of the Board of Directors of the Sponsoring Company or, to the extent it has delegated such authority, pursuant to written resolutions of the Administrative Committee. No such amendment, however, shall have the effect of reducing any then nonforfeitable percentage of benefits of any Participant as computed in accordance with the vesting schedule under Paragraph A of Section Eleven of the Plan. Notwithstanding the foregoing provisions of this Plan, the Sponsoring Company may provide for distribution of some or all of the Accounts established in connection with the Plan if legal counsel for the Sponsoring Company renders a written opinion that such distribution is required to enable the Plan to qualify for exemption from the requirements of Parts 2-4 of Title I of ERISA or as otherwise required by applicable law. SECTION SIXTEEN PERMANENCY OF THE PLAN The Sponsoring Company reserves the right to terminate the Plan with respect to any and all the Participating Companies. If the Board of Directors of the Sponsoring Company determines to terminate the Plan completely with respect to any or all Participating Companies, the Plan shall be terminated with respect to such Participating Company as of the date specified in resolutions of such Board of Directors of the Sponsoring Company delivered to the Administrative Committee. Upon such termination or partial termination of the Plan, after payment of all expenses and proportional adjustment of the Accounts of the Participants affected by such termination to reflect expenses, profits or losses, and allocations of any previously unallocated amounts to the date of termination, the Participants affected by such termination shall be entitled to receive the vested amounts then credited to their respective Accounts in the Plan. The Administrative Committee shall make payment of such amounts in cash. Upon the termination or partial termination of the Plan, the right of each Participant affected by such termination to the vested amount credited to his Accounts at such time shall be nonforfeitable without reference to any formal action on the part of the Administrative Committee or the Participating Company employing such Participant. SECTION SEVENTEEN STATUS OF EMPLOYMENT RELATIONS The adoption and maintenance of the Plan shall not be deemed to constitute a contract between any Participating Company and its Employees or to be consideration for, or an inducement or condition of, the employment of any person. Nothing herein contained shall be deemed (i) to give to any Employee the right to be retained in the employ of a Participating Company; (ii) to affect the right of a Participating Company to discipline or discharge any Employee at any time; (iii) to give a Participating Company the right to require any Employee to remain in its employ; (iv) to affect any Employee's right to terminate his employment at any time; or (v) to confer the right to receive any Compensation in any form. SECTION EIGHTEEN FUNDING No assets of the Participating Companies shall be set aside, earmarked or placed in trust or escrow for the benefit of any Participant to fund any obligation of any Participating Company which may exist under this Plan; provided, however, that the Sponsoring Company shall establish a grantor trust designated as the "Chiquita Brands International, Inc. Capital Accumulation Plan Trust" to hold assets to secure the obligations to the Participants under this Plan (except for Deemed Participation Match Contribution) provided that neither the establishment nor the maintenance of the Trust results in the Plan being "funded" for purposes of the Internal Revenue Code. Except to the extent provided through the Trust, all payments to a Participant or Beneficiary under this Plan shall be made out of the general revenue of the Sponsoring Company or the Participating Company which employed the Participant to which such benefits were attributable, and the right to such payments by the Participant or Beneficiary shall be solely that of an unsecured general creditor of the Sponsoring Company and the relevant Participating Company. If the Sponsoring Company or other Participating Company makes a direct payment of a benefit to a Participant or Beneficiary, it shall be entitled to reimbursement for such amount from the Trust. SECTION NINETEEN APPLICABLE LAW The Plan shall be construed, regulated, interpreted and administered under and in accordance with the laws of the State of Ohio, to the extent not preempted by ERISA. SECTION TWENTY ADOPTION OF PLAN BY AFFILIATED COMPANIES Any Affiliated Company, whether or not presently existing, may be designated by the Administrative Committee of the Sponsoring Company as a Participating Company under this Plan and a party to any trust established in connection with the Plan. Any such Affiliated Company which is deemed to have adopted the Plan pursuant to action taken by the Administrative Committee of the Sponsoring Company as provided above shall thereafter be included within the meaning of the term "Participating Company" when used in the Plan. -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.A

                                                                    EXHIBIT 10-a

                     CHIQUITA BRANDS INTERNATIONAL, INC.

                     2002 STOCK OPTION AND INCENTIVE PLAN
                     AS AMENDED THROUGH SEPTEMBER 4, 2002

                                  CHIQUITA 2002

                         STOCK OPTION AND INCENTIVE PLAN
                                TABLE OF CONTENTS


                                                                             
I.  PURPOSE................................................................      1

II. DEFINITIONS............................................................      1

III.   ADMINISTRATION .....................................................      5

    3.1  The Committee.....................................................      5
    3.2  Powers of the Committee...........................................      5
    3.3  Guidelines .......................................................      5
    3.4  Delegation of Authority...........................................      5
    3.5  Decisions Final...................................................      5
    3.6  Award Agreements..................................................      6

IV.    SHARES SUBJECT TO PLAN..............................................      6

    4.1  Shares Available for Issuance of Awards...........................      6
    4.2  Maximum Awards Per Participant....................................      6
    4.3  Re-Use of Shares..................................................      6
    4.4  Adjustment Provisions.............................................      6

V.  CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC..........................      7

    5.1  Effect of Change of Control On Outstanding Awards.................      7
    5.2  Termination of Employment After Change of Control.................      7
    5.3  Merger, Consolidation, Etc........................................      7
    5.4  Applicability of Section V........................................      7

VI.    EFFECTIVE DATE AND DURATION OF PLAN.................................      7

    6.1  Effective Date....................................................      7
    6.2  Duration of Plan..................................................      7

VII.   STOCK OPTIONS.......................................................      8

    7.1  Grants............................................................      8
    7.2  Terms of Options..................................................      8
    7.3  Incentive Stock Options...........................................      9
    7.4  Replacement Options...............................................      9




                                      -i-

                                                                             
VIII.  RESTRICTED AND UNRESTRICTED STOCK AWARDS............................     10

    8.1  Grants of Restricted Stock Awards.................................     10
    8.2  Terms and Conditions of Restricted Awards.........................     10
    8.3  Unrestricted Stock Awards.........................................     10

IX. PERFORMANCE AWARDS.....................................................     10

    9.1  Performance Awards................................................     10
    9.2  Terms and Conditions of Performance Awards........................     11

X.  STOCK APPRECIATION RIGHTS

   10.1   Stock Appreciation Rights........................................     11
   10.2    Terms and Conditions of Stock Appreciation Rights...............     11

XI.    TERMINATION OF AWARDS...............................................     12

    11.1  Termination of Awards to Employees and Directors.................     12
    11.2  Acceleration of Vesting and Extension of Exercise Period Upon
Termination................................................................     12
    11.3  Buyout and Settlement of Awards..................................     13

XII.   TERMINATION OR AMENDMENT OF THIS PLAN...............................     13

    12.1  Termination or Amendment.........................................     13

XIII.  GENERAL PROVISIONS..................................................     13

    13.1  No Right to Continued Employment.................................     13
    13.2  Awards to Persons Outside the United States......................     13
    13.3  Non-Transferability of Awards....................................     13
    13.4  Other Plans......................................................     13
    13.5  Unfunded Plan....................................................     13
    13.6  Withholding of Taxes.............................................     14
    13.7  Reimbursement of Taxes...........................................     14
    13.8  Governing Law....................................................     14
    13.9  Liability........................................................     14
    13.10 Successors.......................................................     14




                                      -ii-

                                  CHIQUITA 2002

                         STOCK OPTION AND INCENTIVE PLAN

                                   SECTION I.

                                   PURPOSE

      The purpose of the Chiquita 2002 Stock Option and Incentive Plan (the
"Plan") is to promote the long-term growth and financial success of Chiquita
Brands International, Inc. (the "Company") and its subsidiaries by enabling the
Company to compete successfully in attracting and retaining employees and
directors (and consultants and advisors) of outstanding ability, stimulating the
efforts of such persons to achieve the Company's long-range performance goals
and objectives, and encouraging the identification of their interests with those
of the Company's shareholders.

                                   SECTION II.

                                   DEFINITIONS

      For purposes of this Plan, the following terms shall have the following
meanings:

      2.1 "Advisor" means a person who provides bona fide advisory or consulting
services to the Company or a Subsidiary and whose Shares subject to an Award are
eligible for registration on Form S-8 under the Securities Act of 1933.

      2.2 "Award" means any form of Stock Option, Restricted Stock Award,
Unrestricted Stock Award, Performance Award, or Stock Appreciation Right granted
under this Plan.

      2.3 "Award Agreement" means a written agreement setting forth the terms of
an Award.

      2.4 "Award Date" or "Grant Date" means the date designated by the
Committee as the date upon which an Award is granted.

      2.5 "Award Period" or "Term" means the period beginning on an Award Date
and ending on the expiration date of such Award.

      2.6  "Board" means the Board of Directors of the Company.

      2.7  "Cause"  means a Participant's engaging in any of the following
acts:

            (i) any type of disloyalty to the Company, including, without
      limitation, fraud, embezzlement, theft, or dishonesty in the course of a
      Participant's employment or business relationship with the Company; or

            (ii) conviction of a felony or other crime involving a breach of
      trust or fiduciary duty owed to the Company; or

            (iii) unauthorized disclosure of trade secrets or confidential
      information of the Company; or

            (iv) a material breach of any agreement with the Company in respect
      of confidentiality, non-disclosure, non-competition or otherwise; or

            (v) any serious violation of Company policy that is materially
      damaging to the Company's interests.

      2.8 "Change of Control" means the occurrence after the Effective Date of
any of the following events:

           (i) any "person" (as such term is used in Sections 13(d) and 14(d) of
      the Exchange Act), other than an Exempt Entity, is or becomes the
      "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
      Act, except that a person shall be deemed to have "beneficial ownership"
      of all shares that such person has the right to acquire, whether such
      right is exercisable immediately or only after the passage of time),
      directly or indirectly, of 30% or more of the total voting power of all of
      the Company's voting securities then outstanding ("Voting Shares");

           (ii) on any date, the individuals who constituted the Company's Board
      at the beginning of the two-year period immediately preceding such date
      (together with any new directors whose election by the Company's Board, or
      whose nomination for election by the Company's shareholders, was approved
      by a vote of at least two-thirds of the directors then still in office who
      were either directors at the beginning of such period or whose election or
      nomination for election was previously so approved) cease for any reason
      to constitute a majority of the directors then in office; or

           (iii) immediately after a merger or consolidation of the Company or
      any Subsidiary of the Company with or into, or the sale or other
      disposition of all or substantially all of the Company's assets to, any
      other corporation (where pursuant to the terms of such transaction
      outstanding Awards are assumed by the surviving, resulting or acquiring
      corporation or new Awards are substituted therefor), the Voting Shares of
      the Company outstanding immediately prior to such transaction do not
      represent (either by remaining outstanding or by being converted into
      voting securities of the surviving or acquiring entity or any parent
      thereof) more than 50% of the total voting power of the voting securities
      of the Company or surviving or acquiring entity or any parent thereof
      outstanding immediately after such merger or consolidation.

      2.9 "Code" means the United States Internal Revenue Code of 1986, as
amended, or any successor legislation. Reference to any particular section of
the Code includes any successor amendments or replacements of such section.

      2.10 "Committee" means the committee appointed by the Board and consisting
of two or more Directors of the Company, each of whom shall be a "non-employee
director" as defined in Rule 16b-3 and an "outside director" as defined in the
regulations under Section 162(m) of the Code.

      2.11 "Common Stock" means the Company's Common Stock, par value $.01 per
share.

      2.12 "Company" means Chiquita Brands International, Inc.

      2.13 "Control" means the power to direct or cause the direction of the
management and policies of a corporation or other entity.

      2.14 "Director" means any person serving on the Board of Directors of the
Company or any of its Subsidiaries who is not an Officer (or officer) or
Employee of the Company or any Subsidiary.

      2.15 "Disability" means a "permanent and total disability" within the
meaning of Section 22(e)(3) of the Code, or in the case of an Employee, a
disability which qualifies as a long-term disability under the Company's Long
Term Disability insurance, or any other definition of disability adopted by the
Committee.

      2.16 "Effective Date" means March 19, 2002, the date upon which Company's
Plan of Reorganization under Chapter 11 of the Bankruptcy Code became effective.


                                      -2-

      2.17 "Eligible Person" means any person who is either an Employee,
Director or Advisor.

      2.18 "Employee" means (i) any officer or employee of the Company or a
Subsidiary (including those employees on a temporary leave of absence approved
by the Company or a Subsidiary); or (ii) any person who has received and
accepted an offer of employment from the Company or a Subsidiary; or (iii) if
approved by the Committee, a person who at the request of the Company or a
Subsidiary accepts employment with any corporation or partnership in which the
Company has a direct or indirect substantial interest. Solely for purposes of
Section XI, unless otherwise determined by the Committee, a person specified in
clause (iii) above shall be considered an employee of a Subsidiary.

      2.19 "Exchange Act" means the Securities Exchange Act of 1934.

      2.20 "Exempt Entity" means (i) an underwriter temporarily holding
securities pursuant to an offering of such securities and (ii) the Company, any
of its subsidiaries or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries.

      2.21 "Fair Market Value" means, as of any date, (i) the average of the
highest and lowest quoted selling prices of a Share as reported on the New York
Stock Exchange Composite Tape (or such other consolidated transaction reporting
system on which the Shares are primarily traded) or, if the Shares were not
traded on such day, then the next preceding day on which the Shares were traded,
all as reported by such source as the Committee may select or (ii), if and to
the extent specified by the Committee with respect to any particular Award, the
average of the closing selling prices of a Share as so reported for a period of
not more than 30 consecutive trading days as specified by the Committee. If the
Shares are not traded on a national securities exchange or other market system,
Fair Market Value shall be determined in the manner established by the
Committee.

      2.22 "Immediate Family" means any child, stepchild, grandchild, spouse,
son-in-law or daughter-in-law and shall include adoptive relationships;
provided, however, that if the Committee adopts a different definition of
"immediate family" (or similar term) in connection with the transferability of
Stock Options and SARs awarded under this Plan, such definition shall apply,
without further action of the Board.

      2.23 "Incentive Stock Option" means any Stock Option awarded under Section
VII of this Plan intended to be and designated as an "Incentive Stock Option"
within the meaning of Section 422 of the Code or any successor provision.

      2.24 "Non-Qualified Stock Option" means any Stock Option awarded under
Section VII of this Plan that is not an Incentive Stock Option.

      2.25 "Officer" means a person who has been determined to be an officer of
the Company under Rule 16a-1(f) in a resolution adopted by the Board and, for
purposes of Sections 11.1(a) and 11.2 shall also mean any other person who has
been elected an officer of the Company by the Board (other than a person who has
been elected solely as an assistant officer).

      2.26 "Option Price" or "Exercise Price" means the price per share at which
Common Stock may be purchased upon the exercise of an Option or an Award.

      2.27 "Participant" means an Eligible Person to whom an Award has been made
pursuant to this Plan.

      2.28 "Performance Award" means an Award granted pursuant to Section IX.

      2.29 "Reference Price" with respect to an SAR means the dollar amount
determined by the Committee at the time of Grant except that no SAR may be
granted to an Officer with a Reference Price less than 100% of the Fair Market
Value of a Share on the Grant Date.


                                      -3-

      2.30 "Replacement Option" means a Non-Qualified Stock Option granted
pursuant to Section 7.4 upon the exercise of a Stock Option granted pursuant to
the Plan where the Option Price is paid with previously owned shares of Common
Stock.

      2.31 "Restricted Stock" means those shares of Common Stock issued pursuant
to a Restricted Stock Award which are subject to the restrictions set forth in
the related Award Agreement.

      2.32 "Restricted Stock Award" means an award of a fixed number of Shares
to a Participant which is subject to forfeiture provisions and other conditions
set forth in the Award Agreement.

      2.33 "Retirement" means any termination of an Employee's employment with,
or a Director's service on the Board of, the Company or a Subsidiary (in each
case other than by death, Disability or for Cause) by an Employee or a Director
who is (i) at least 65 years of age or (ii) at least 55 years of age with at
least 10 years of employment with, or service on the Board of, the Company or a
Subsidiary.

      2.34 "Rule 16b-3" and "Rule 16a-1(f)" mean Rules 16b-3 and 16a-1(f) under
the Exchange Act or any corresponding successor rules or regulations.

      2.35 "Share" means one share of the Company's Common Stock.

      2.36 "Stock Appreciation Right" or "SAR" means the right to receive, for
each unit of the SAR, cash and/or shares of Common Stock equal in value to the
excess of the Fair Market Value of one Share on the date of exercise of the SAR
over the Reference Price of the SAR.

      2.37 "Stock Option" or "Option" means the right to purchase shares of
Common Stock (including a Replacement Option) granted pursuant to Section VII of
this Plan.

      2.38 "Subsidiary" means any corporation, partnership, joint venture, or
other entity (i) of which the Company owns or controls, directly or indirectly,
25% or more of the outstanding voting stock (or comparable equity participation
and voting power) or (ii) which the Company otherwise Controls (by contract or
any other means); except that when the term "Subsidiary" is used in the context
of an award of an Incentive Stock Option, the term shall have the same meaning
given to it in the Code.

      2.39 "Transfer" means alienation, attachment, sale, assignment, pledge,
encumbrance, charge or other disposition; and the terms "Transferred" or
"Transferable" have corresponding meanings.

      2.40 "Unrestricted Stock Award" means an Award granted pursuant to Section
8.3.

      2.41 "Vest" means, in the case of any Award to become exercisable or
become free of restrictions solely as a result of either (i) the passage of
required time periods specified under the terms of the Award ("Passage of Time
Criteria") or (ii) the inapplicability of Passage of Time Criteria due to a
Change of Control or a termination of employment or service as a Director
pursuant to the provisions of Section XI. For purposes of this Plan, "Vest" does
not refer to an Award becoming exercisable or free of restrictions due to the
attainment of performance criteria or any other criteria not solely related to
the passage of time ("Other Criteria"). An Award whose terms specify Other
Criteria that have not been fully satisfied at the time of a Change of Control
or termination of employment or service will not Vest (unless otherwise
determined by the Committee or specifically provided by such terms) as a result
of such Change of Control or termination (even if the terms of such Award
contain Passage of Time Criteria in addition to, in combination with, or as an
alternative to such Other Criteria).


                                      -4-

                                  SECTION III.

                                 ADMINISTRATION

      3.1 THE COMMITTEE. This Plan shall be administered and interpreted by the
Committee, except that any function of the Committee also may be performed by
the Board. Actions of the Committee may be taken by a majority of its members at
a meeting or by the unanimous written consent of all of its members without a
meeting.

      3.2 POWERS OF THE COMMITTEE. The Committee shall have the power and
authority to operate, manage and administer the Plan on behalf of the Company,
which includes, but is not limited to, the power and authority:

            (i) to grant to Eligible Persons one or more Awards consisting of
      any or a combination of Stock Options, Restricted Stock, Unrestricted
      Stock, Performance Awards, and Stock Appreciation Rights;

            (ii) to select the Eligible Persons to whom Awards may be granted;

            (iii) to determine the types and combinations of Awards to be
      granted to Eligible Persons;

            (iv) to determine the number of Shares or units which may be subject
      to each Award;

            (v) to determine the terms and conditions, not inconsistent with the
      terms of the Plan, of any Award (including, but not limited to, the term,
      price, exercisability, method of exercise and payment, any restriction or
      limitation on transfer, any applicable performance measures or
      contingencies, any vesting schedule or acceleration, or any forfeiture
      provisions or waiver, regarding any Award) and the related Shares, based
      on such factors as the Committee shall determine; and

            (vi) to modify or waive any restrictions, contingencies or
      limitations contained in, and grant extensions to the terms or exercise
      periods of, or accelerate the vesting of, any outstanding Awards as long
      as such modifications, waivers, extensions or accelerations are not
      inconsistent with the terms of the Plan, but no such changes shall impair
      the rights of any Participant without his or her consent.

      3.3 GUIDELINES. The Committee will have the authority and discretion to
interpret the Plan and any Awards granted under the Plan, to establish, amend,
and rescind any rules and regulations relating to the Plan, and to make all
other determinations that may be necessary or advisable for the administration
of the Plan. Any interpretation of the Plan by the Committee and any decision
made by it under the Plan is final and binding on all persons. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any related Award Agreement in the manner and to the extent it deems
necessary to carry the Plan into effect.

      3.4 DELEGATION OF AUTHORITY. The Committee may delegate to one or more of
the Company's Officers or (in the case of ministerial duties only) other
employees all or any portion of the Committee's authority, powers,
responsibilities and administrative duties under the Plan, with such conditions
and limitations as the Committee shall prescribe in writing; provided, however,
that only the Committee is authorized to grant Awards to, or make any decisions
with respect to Awards granted to, Officers. A record of all actions taken by
any Officer to whom the Committee has delegated a portion of its powers or
responsibilities shall be filed with the minutes of the meetings of the
Committee and shall be made available for review by the Committee upon request.


                                      -5-

      3.5 DECISIONS FINAL. Any action, decision, interpretation or determination
by or at the direction of the Committee (or of any person acting under a
delegation pursuant to Section 3.4) concerning the application or administration
of the Plan shall be final and binding upon all persons and need not be uniform
with respect to its determination of recipients, amount, timing, form, terms or
provisions of Awards.

      3.6  AWARD AGREEMENTS.  Each Award under the Plan shall be evidenced by
an Award Agreement substantially in the form approved by the Committee from
time to time.


                                   SECTION IV.

                             SHARES SUBJECT TO PLAN

      4.1 SHARES AVAILABLE FOR ISSUANCE OF AWARDS. Subject to adjustment as
provided in Section 4.4, the aggregate number of Shares which may be issued
under this Plan shall not exceed 5,925,926 Shares. As determined from time to
time by the Committee, the Shares available under this Plan for grants of Awards
may consist either in whole or in part of authorized but unissued Shares or
Shares which have been reacquired by the Company following original issuance.
The aggregate number of Stock Appreciation Right units granted under this Plan
shall not exceed 500,000.

      4.2 MAXIMUM AWARDS PER PARTICIPANT. The number of shares covered by
Options, together with the number of SAR units, granted to any one individual
shall not exceed 2,000,000 during any one calendar-year period.

      4.3 RE-USE OF SHARES. If any Award granted under this Plan shall expire,
terminate or be forfeited or canceled for any reason before it has vested or
been exercised in full, the number of unissued or undelivered Shares subject to
such Award shall again be available for future grants. The Committee may make
such other determinations regarding the counting of Shares issued pursuant to
this Plan as it deems necessary or advisable, provided that such determinations
shall be permitted by law.

      4.4  ADJUSTMENT PROVISIONS.

           (A) ADJUSTMENT FOR CHANGE IN CAPITALIZATION. If the Company shall at
any time change the number of issued Shares without new consideration to the
Company (such as by stock dividend, stock split, recapitalization,
reorganization, exchange of shares, liquidation, combination or other change in
corporate structure affecting the Shares) or make a distribution to shareholders
of cash or property, which in the Committee's sole judgment, has a substantial
impact on the value of outstanding Shares, then the numbers of Shares and SAR
units specified in Sections 4.1 and 4.2, the numbers of Shares or SAR units
covered by each outstanding Award, and, if applicable, the Option Price,
Reference Price, or performance goals for each outstanding Award shall be
proportionately adjusted in such manner as the Committee in its sole judgment
determines to be equitable and appropriate.

           (B) OTHER EQUITABLE ADJUSTMENTS. Notwithstanding any other provision
of the Plan, and without affecting the number of Shares or SAR units reserved or
available hereunder, the Committee may authorize the issuance, continuation or
assumption of Awards or provide for equitable adjustments or changes in the
terms of Awards, in connection with any merger, consolidation, sale of assets,
acquisition of property or stock, recapitalization, reorganization or similar
occurrence in which the Company is the continuing or surviving corporation, upon
such terms and conditions as it may deem equitable and appropriate.


                                      -6-

                                   SECTION V.

                 CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC.

      5.1 EFFECT OF CHANGE OF CONTROL ON OUTSTANDING AWARDS. In the event of,
and upon a Change of Control, all Awards outstanding on the date of such Change
of Control shall become fully (100%) Vested.

      5.2 TERMINATION OF EMPLOYMENT AFTER CHANGE OF CONTROL. In the event that
an Employee's employment by the Company or a Subsidiary is terminated by the
Company or such Subsidiary for any reason, other than for Cause, within one (1)
year after a Change of Control, all of the outstanding Vested Stock Options and
SARs held by such Employee on the date of termination of employment shall be
exercisable for a period ending on the earlier to occur of the first anniversary
of the date of termination or the respective Expiration Dates of such Stock
Options and SARs.

      5.3 MERGER, CONSOLIDATION, ETC. In the event that the Company shall,
pursuant to action by its Board of Directors, propose to (i) merge into,
consolidate with, sell or otherwise dispose of all or substantially all of its
assets, to another corporation or other entity and provision is not made
pursuant to the terms of such transaction for the assumption by the surviving,
resulting or acquiring corporation of outstanding Awards under the Plan, or the
substitution of new Awards therefor, or (ii) dissolve or liquidate, then (A) the
Committee shall cause written notice of such proposed transaction to be given to
each Participant not less than 30 days prior to the anticipated date of such
proposed transaction, and (B) all outstanding Awards that are not so assumed or
substituted for shall become fully (100%) Vested immediately prior, but subject,
to actual consummation of the transaction. Prior to a date specified in the
notice, which shall not be more than 3 days prior to the consummation of such
transaction, each Participant shall have the right to exercise all Stock Options
and SARs held by such Participant that are not so assumed or substituted for on
the following basis: (i) such exercise shall be conditioned on consummation of
such transaction, (ii) such exercise shall be effective immediately prior to the
consummation of such transaction, and (iii) the Option Price for any such Stock
Options shall not be required to be paid until 7 days after written notice by
the Company to the Participant that such transaction has been consummated. If
such transaction is consummated, each Stock Option and SAR, to the extent not
previously exercised prior to the date specified in the foregoing notice of
proposed transaction, shall terminate upon the consummation of such transaction.
If such transaction is abandoned, (a) any and all conditional exercises of Stock
Options and SARs in accordance with this Section 5.3 shall be deemed annulled
and of no force or effect and (b) to the extent that any Award shall have Vested
solely by operation of this Section 5.3, such Vesting shall be deemed annulled
and of no force or effect and the Vesting provisions of such Award shall be
reinstated.

      5.4 APPLICABILITY OF SECTION V. The provisions of Section V shall apply to
all Awards granted under the Plan, unless and to the extent that the Committee
expressly provides otherwise in the terms of an Award at the time it is granted.

                                   SECTION VI.

                       EFFECTIVE DATE AND DURATION OF PLAN

      6.1  EFFECTIVE DATE.  This Plan shall become effective on the Effective
Date.

      6.2 DURATION OF PLAN. The Plan shall continue in effect indefinitely until
terminated by the Board pursuant to Section XII. Notwithstanding the continued
effectiveness of this Plan, no Incentive Stock Option shall be granted under
this Plan on or after the tenth anniversary of the effective date of the Plan.


                                      -7-

                                  SECTION VII.

                                  STOCK OPTIONS

      7.1 GRANTS. Stock Options may be granted alone or in addition to other
Awards granted under this Plan. Each Option granted shall be designated as
either a Non-Qualified Stock Option or an Incentive Stock Option. One or more
Stock Options may be granted to any Eligible Person, except that only
Non-Qualified Stock Options may be granted to any Director of or Advisor to the
Company.

      7.2 TERMS OF OPTIONS. Except as otherwise required by Sections 7.3 and
7.4, Options granted under this Plan shall be subject to the following terms and
conditions and shall be in such form and contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem desirable:

            (A) OPTION PRICE. The Option Price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant, except that no Stock Option may be granted to an Officer, and no
Incentive Stock Option may be granted to any Eligible Person, for an Option
Price less than 100% of Fair Market Value on the Grant Date.

            (B) OPTION TERM. The Term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten (10) years
after its Award Date.

            (C) EXERCISABILITY. A Stock Option shall be exercisable at such time
or times and subject to such terms and conditions as shall be specified in the
Award Agreement; provided, however, that an Option may not be exercised as to
less than one hundred (100) Shares at any time unless the number of Shares for
which the Option is exercised is the total number available for exercise at that
time under the terms of the Option.

            (D) METHOD OF EXERCISE. Stock Options may be exercised in whole or
in part at any time during the Option Term by giving written notice of exercise
to the Company specifying the number of Shares to be purchased. Such notice
shall be accompanied by payment in full of the Option Price in cash unless some
other form of consideration is approved by the Committee at or after the grant.
Payment in full or in part also may be made in the form of Shares of Common
Stock owned by the Participant for at least six (6) months prior to exercise,
which Shares shall be valued at the Fair Market Value of the Common Stock on the
Exercise Date.

            (E) CASHLESS EXERCISE. A Participant may elect to pay the Exercise
Price upon the exercise of an Option by authorizing a broker to sell all or a
portion of the Shares acquired upon exercise of the Option and remit to the
Company a sufficient portion of the sale proceeds to pay the entire Exercise
Price and any tax withholding resulting from such exercise.

            (F)  NON-TRANSFERABILITY OF OPTIONS.  Stock Options shall be
Transferable only to the extent provided in Section 13.3 of this Plan.

            (G)  TERMINATION.  Stock Options shall terminate in accordance
with Section XI of this Plan.

            (H) BUYOUT AND SETTLEMENT PROVISIONS. The Committee may at any time
offer to buy out an Option previously granted, based on such terms and
conditions as the Committee shall establish. The Committee may also substitute
new Stock Options for previously granted Stock Options having higher Option
Prices than the new Stock Options being substituted therefor.


                                      -8-

      7.3  INCENTIVE STOCK OPTIONS.  Incentive Stock Options shall be subject
to the following terms and conditions:

            (A) AWARD AGREEMENT. Any Award Agreement relating to an Incentive
Stock Option shall contain such terms and conditions as are required for the
Option to be an "incentive stock option" as that term is defined in Section 422
of the Code.

            (B) TEN PERCENT SHAREHOLDER. An Incentive Stock Option shall not be
awarded to any person who, at the time of the Award, owns or is deemed to own
(by reason of attribution rules of Section 424(d) of the Code) Shares possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, its parent, and its Subsidiaries.

            (C) QUALIFICATION UNDER THE CODE. Notwithstanding anything in this
Plan to the contrary, no term of this Plan relating to Incentive Stock Options
shall be interpreted, amended or altered, nor shall any discretion or authority
granted under this Plan be exercised, so as to disqualify this Plan under
Section 422 of the Code, or, without the consent of an affected Participant, to
disqualify any Incentive Stock Option under Section 422 of the Code, except as
may result in the event of a Change of Control.

            (D) NOTIFICATION OF DISQUALIFYING DISPOSITION. Each Award Agreement
with respect to an Incentive Stock Option shall require the Participant to
notify the Company of any disposition of Shares of Common Stock issued pursuant
to the exercise of such Option under the circumstances described in Section
421(b) of the Code (relating to certain disqualifying dispositions), within ten
(10) days of such disposition.

      7.4 REPLACEMENT OPTIONS. The Committee may provide at the time of grant
that an Option shall include the right to acquire a Replacement Option upon the
exercise of such Option (in whole or in part) prior to an Employee's termination
of employment if the payment of the Option Price is paid in Shares. In addition
to any other terms and conditions the Committee deems appropriate, the
Replacement Option shall be subject to the following terms:

            (A) NUMBER OF SHARES. The number of Shares subject to the
Replacement Option shall not exceed the number of whole Shares used to satisfy
the Option Price (whether by delivery of Shares to the Company or by reduction
of Shares otherwise deliverable to the Participant on exercise) of the original
Option and the number of whole Shares, if any, used to satisfy the payment for
withholding taxes (whether by such delivery or such reduction) in accordance
with Section 13.6.

            (B)  GRANT DATE.  The Replacement Option Grant Date will be the
date of the exercise of the original Option.

            (C)  OPTION PRICE.  The Option Price per share shall be the Fair
Market Value of a Share on the Replacement Option Grant Date.

            (D) VESTING. The Replacement Option shall be exercisable no earlier
than one (1) year after the Replacement Option Grant Date.

            (E)  TERM.  The Term of the Replacement Option will not extend
beyond the Term of the original Option.

            (F)  NON-QUALIFIED.  The Replacement Option shall be a
Non-Qualified Stock Option.


                                      -9-

                                  SECTION VIII.

                    RESTRICTED AND UNRESTRICTED STOCK AWARDS

      8.1 GRANTS OF RESTRICTED STOCK AWARDS. The Committee may, in its
discretion, grant one or more Restricted Stock Awards to any Eligible Person.
Each Restricted Stock Award shall specify the number of Shares to be issued to
the Participant, the date of such issuance, the price, if any, to be paid for
such Shares by the Participant and the restrictions imposed on such Shares. The
Committee may grant Awards of Restricted Stock subject to the attainment of
specified performance goals, continued employment or such other limitations or
restrictions as the Committee may determine.

      8.2  TERMS AND CONDITIONS OF RESTRICTED AWARDS.  Restricted Stock
Awards shall be subject to the following provisions:

            (A)  ISSUANCE OF SHARES.  Shares of Restricted Stock may be
issued immediately upon grant or upon vesting as determined by the Committee.

            (B) STOCK POWERS AND CUSTODY. If shares of Restricted Stock are
issued immediately upon grant, the Committee may require the Participant to
deliver a duly signed stock power, endorsed in blank, relating to the Restricted
Stock covered by such an Award. The Committee may also require that the stock
certificates evidencing such Shares be held in custody by the Company until the
restrictions on them shall have lapsed.

            (C) SHAREHOLDER RIGHTS. Unless otherwise determined by the Committee
at the time of grant, Participants receiving Restricted Stock Awards shall not
be entitled to dividend or voting rights for the Restricted Shares until they
are fully vested.

      8.3 UNRESTRICTED STOCK AWARDS. The Committee may make Awards of
unrestricted Common Stock to (i) Eligible Persons in recognition of outstanding
achievements or contributions by such persons or (ii) Directors for service on
the Board. Unrestricted Shares issued under this Section 8.3 may be issued for
no cash consideration.

                                   SECTION IX.

                               PERFORMANCE AWARDS

      9.1  PERFORMANCE AWARDS. The Committee may, in its discretion, grant
Performance Awards to Eligible Persons in accordance with the following terms
and conditions:

            (A) GRANT. A Performance Award shall consist of the right to receive
either (i) Common Stock or cash of an equivalent value, or a combination of
both, at the end of a specified Performance Period (defined below) or (ii) a
fixed-dollar amount payable in cash or Shares, or a combination of both, at the
end of a specified Performance Period. The Committee shall determine the
Eligible Persons to whom and the time or times at which Performance Awards shall
be granted, the number of Shares or the amount of cash to be awarded to any
person, the duration of the period (the "Performance Period") during which, and
the conditions under which, a Participant's Performance Award will vest, and the
other terms and conditions of the Performance Award in addition to those set
forth in Section 9.2.

            (B) CRITERIA FOR AWARDS. The Committee may condition the grant or
vesting of a Performance Award upon the attainment of specified performance
goals, including, but not limited to, appreciation in the Fair Market Value,
book value or other measure of value of the Common Stock, the performance of the
Company based on earnings or cash flow.


                                      -10-

      9.2  TERMS AND CONDITIONS OF PERFORMANCE AWARDS.  Performance Awards
granted pursuant to this Section IX shall be subject to the following terms
and conditions:

            (A) DIVIDENDS. Unless otherwise determined by the Committee at the
time of the grant of the Award, amounts equal to any dividends declared during
the Performance Period with respect to any Shares covered by a Performance Award
will not be paid to the Participant.

            (B) PAYMENT. Subject to the provisions of the Award Agreement and
this Plan, at the expiration of the Performance Period, share certificates, cash
or both (as the Committee may determine) shall be delivered to the Participant,
or his or her legal representative or guardian, in a number or an amount equal
to the vested portion of the Performance Award.

            (C)  NON-TRANSFERABILITY.  Performance Awards shall not be
Transferable except in accordance with the provisions of Section 13.3 of this
Plan.

            (D) TERMINATION OF EMPLOYMENT. Subject to the applicable provisions
of the Award Agreement and this Plan, upon termination of a Participant's
employment with the Company or a Subsidiary for any reason during the
Performance Period for a given Award, the Performance Award in question will
vest or be forfeited in accordance with the terms and conditions established by
the Committee.

                                   SECTION X.

                            STOCK APPRECIATION RIGHTS

      10.1 STOCK APPRECIATION RIGHTS. The Committee may, in its discretion,
grant Stock Appreciation Rights. Any Stock Appreciation Right granted shall be
for a specified number of units and have such terms and conditions, not
inconsistent with this Plan, as are established by the Committee in connection
with the Award. Unless otherwise determined by the Committee, Stock Appreciation
Rights may be granted only to Eligible Persons residing in jurisdictions outside
the United States to whom, in the Committee's judgment, it is not practicable to
grant Stock Options due to the tax and other laws and regulations of such
jurisdictions.

      10.2  TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.  Stock
Appreciation Rights granted pursuant to this Section X shall be subject to
the following terms and conditions:

            (A) TERM: The term of each Stock Appreciation Right shall be fixed
by the Committee, but no Stock Appreciation Right shall be exercisable more than
ten (10) years after its Award Date.

            (B) EXERCISE: A Stock Appreciation Right shall be exercisable at
such time or times and subject to such terms and conditions as shall be
specified in the Award Agreement.

            (C) DISTRIBUTION: The Committee shall determine in its sole
discretion, at or after the Grant Date, the form of property deliverable to the
holder upon exercise of an SAR, which may be Shares, cash, or a combination of
the two. Shares so deliverable shall be valued at their Fair Market Value on the
date of the SAR's exercise.

            (D) NON-TRANSFERABILITY AND TERMINATION. SARs shall be Transferable
only to the extent provided in Section 13.3 of this Plan and shall terminate in
accordance with Section XI of this Plan.


                                      -11-

                                   SECTION XI.

                              TERMINATION OF AWARDS

      11.1 TERMINATION OF AWARDS TO EMPLOYEES AND DIRECTORS. Subject to the
provisions of Section 11.2, all Awards issued to Employees and Directors under
this Plan shall terminate as follows:

           (A) TERMINATION BY DEATH, DISABILITY OR RETIREMENT. Unless otherwise
determined by the Committee at the time of grant, if an Employee's employment
by, or a Director's service on the board of, the Company or a Subsidiary
terminates by reason of death, Disability or Retirement, any Awards held by such
Participant shall become fully Vested and, in the case of Stock Options and
SARs, may thereafter be exercised by the Participant or by the Participant's
beneficiary or legal representative, for a period of three (3) years (or such
longer period as the Committee or, except in the case of Participants who are
Officers, the Chief Executive Officer of the Company may specify at or after
grant) after the date of such termination of employment or service or until the
expiration of the stated term of such Award, whichever period is shorter.

            (B) TERMINATION FOR CAUSE. If an Employee's employment by, or a
Director's service on the board of, the Company or a Subsidiary is terminated
for Cause, or if after such termination such Participant engages in any act
which would have warranted a termination of such employment or service for
Cause, such Participant shall forfeit all of his or her rights to any
outstanding Awards which have not been exercised and all of such unexercised
Awards shall terminate upon the earlier to occur of the date of termination of
such employment or service or the date upon which the Participant has engaged in
any of the conduct described as justifying such a termination for Cause.

            (C) OTHER TERMINATION. Unless otherwise determined by the Committee
at the time of grant, if an Employee's employment by, or a Director's service on
the board of, the Company or a Subsidiary terminates for any reason other than
death, Disability, Retirement, or for Cause, all of such Participant's Vested or
otherwise exercisable Stock Options and SARs will terminate on the earlier to
occur of the stated expiration date of the Awards or ninety (90) calendar days
after such termination of employment or service. If a Participant dies during
the ninety (90) day period following the termination of the employment or
directorship, any unexercised Award held by the Participant shall be
exercisable, to the full extent that such Award was exercisable at the time of
death, for a period of one (1) year from the date of death or until the
expiration of the stated term of the Award, whichever occurs first.

      11.2 ACCELERATION OF VESTING AND EXTENSION OF EXERCISE PERIOD UPON
TERMINATION. Upon the termination of a Participant's employment or directorship
with the Company or any of the Company's Subsidiaries, excluding, however, any
Participant who has been terminated for Cause, either the Committee or, unless
the Committee determines otherwise, the Chief Executive Officer may in its or
his sole discretion:

               (A) ACCELERATE THE VESTING of, or otherwise cause to be
exercisable or free of restrictions, all or part of any Awards held by such
terminated Participant so that such Awards will be fully or partially
exercisable as of the date of termination of employment or such other date as
the Committee or Chief Executive Officer may choose; and

               (B) EXTEND THE EXERCISE PERIOD of all or part of any Stock
Options and SARs held by such terminated Participant for up to five years from
the date of termination (whether such termination was because of death,
Disability, Retirement or otherwise) but in no event longer than the original
expiration date of such Award;

provided, however, that no person or entity other than the Committee shall have
the authority or discretion to accelerate the Vesting of, otherwise cause to be
exercisable or free of restrictions, or extend the exercise period of, any Award
granted to an Officer or Director of the Company.


                                      -12-

      11.3 BUYOUT AND SETTLEMENT OF AWARDS. The Committee may at any time offer
to buy out an Award (of any type or kind) previously granted, based on such
terms and conditions as the Committee shall establish. The Committee may also
substitute new Awards for previously granted Awards with the new Awards
containing different terms and conditions, including different exercise prices,
than those contained in the Awards being replaced.

                                  SECTION XII.

                      TERMINATION OR AMENDMENT OF THIS PLAN

      12.1 TERMINATION OR AMENDMENT. The Board may at any time, amend, in whole
or in part, any or all of the provisions of this Plan, or suspend or terminate
it entirely; provided, however, that, unless otherwise required by law, the
rights of a Participant with respect to any Awards granted prior to such
amendment, suspension or termination may not be impaired without the consent of
such Participant. In addition, no amendment may be made without first obtaining
shareholder approval if such amendment would increase the maximum number of
Shares which may be granted to any individual Participant, or increase the total
number of Shares available for issuance under this Plan.

                                  SECTION XIII.

                               GENERAL PROVISIONS

      13.1 NO RIGHT TO CONTINUED EMPLOYMENT. The adoption of this Plan and the
granting of Awards hereunder shall not confer upon any Employee the right to
continued employment nor shall it interfere in any way with the right of the
Company or any Subsidiary to terminate the employment or directorship,
respectively, of any Employee at any time.

      13.2 AWARDS TO PERSONS OUTSIDE THE UNITED STATES. To the extent necessary
or appropriate to comply with foreign law or practice, the Committee may,
without amending this Plan: (i) establish special rules applicable to Awards
granted to Eligible Persons who are either or both foreign nationals or employed
outside the United States, including rules that differ from those set forth in
this Plan, and (ii) grant Awards to such Eligible Persons in accordance with
those rules.

      13.3 NON-TRANSFERABILITY OF AWARDS. Except as otherwise provided by the
Committee at or after grant, no Award or benefit payable under this Plan shall
be Transferable by the Participant during his or her lifetime, nor may it be
assigned, exchanged, pledged, transferred or otherwise encumbered or disposed of
except by will or the laws of descent and distribution; and no Award shall be
exercisable by anyone other than the Participant or the Participant's guardian
or legal representative during such Participant's lifetime. The Committee may in
its sole discretion permit a Participant to transfer a Non-Qualified Stock
Option or SAR for no consideration to or for the benefit of the Participant's
Immediate Family (including, without limitation, to a trust for the benefit of
the Participant's Immediate Family or to a partnership or limited liability
company for one or more members of the Participant's Immediate Family), subject
to such limits as the Committee may establish, and the transferee shall remain
subject to all the terms and conditions applicable to such Award.

      13.4 OTHER PLANS. In no event shall the value of, or income arising from,
any Awards issued under this Plan be treated as compensation for purposes of any
pension, profit sharing, life insurance, disability or other retirement or
welfare benefit plan now maintained or hereafter adopted by the Company or any
Subsidiary, unless such plan specifically provides to the contrary.

      13.5 UNFUNDED PLAN. This Plan is not a "Retirement Plan" or "Welfare Plan"
under the Employee Retirement Income Security Act of 1974, as amended. This Plan
shall be unfunded and shall not create (or be construed to create) a trust or a
separate fund or funds. This Plan shall not establish any fiduciary relationship
between the Company and any Participant or any other person. To the extent


                                      -13-

any person holds any rights by virtue of an Award granted under this Plan, such
rights shall be no greater than the rights of an unsecured general creditor of
the Company.

      13.6 WITHHOLDING OF TAXES. The Company shall have the right to deduct from
any payment to be made pursuant to this Plan, or to otherwise require, prior to
the issuance or delivery of any Shares or the payment of any cash to a
Participant, payment by the Participant of any Federal, state, local or foreign
taxes which the Company reasonably believes are required by law to be withheld.
The Committee may permit all or a portion of any such withholding obligation
(not exceeding the minimum amount required to be so withheld) to be satisfied by
reducing the number of shares otherwise deliverable or by accepting the delivery
of Shares previously owned by the Participant, which Shares shall be valued at
the Fair Market Value of the Common Stock on the exercise date. Any fraction of
a Share required to satisfy such tax obligations shall be disregarded and the
amount due shall be paid instead in cash by the Participant. The Company may
also withhold from any future earnings of salary, bonus or any other payment due
to the Participant the amount necessary to satisfy any outstanding tax
obligations related to the grant or exercise of any Award granted pursuant to
this Plan.

      13.7 REIMBURSEMENT OF TAXES. The Committee may provide in its discretion
that the Company may reimburse a Participant for Federal, state, local and
foreign tax obligations incurred as a result of the grant or exercise of an
Award issued under this Plan.

      13.8  GOVERNING LAW.  This Plan and all actions taken in connection
with it shall be governed by the laws of the State of Ohio, without regard to
the principles of conflict of laws.

      13.9 LIABILITY. No employee of the Company nor member of the Committee or
the Board shall be liable for any action or determination taken or made in good
faith with respect to the Plan or any Award granted hereunder and, to the
fullest extent permitted by law, all employees and members of the Committee and
the Board shall be indemnified by the Company for any liability and expenses
which they may incur through any claim or cause of action arising under or in
connection with this Plan or any Awards granted under this Plan.

      13.10 SUCCESSORS. All obligations of the Company under this Plan shall be
binding upon and inure to the benefit of any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business, stock, and/or assets of the Company.


                                      -14-

EX-10.B

                                                                    EXHIBIT 10-B

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
                  STOCK APPRECIATION RIGHT AWARD AND AGREEMENT

Congratulations! You have been awarded stock appreciation rights under the
Chiquita 2002 Stock Option and Incentive Plan (the "Plan"). This award offers
you an opportunity to share in the Company's long-term growth by giving you the
right over the next ten years to receive a benefit, payable in shares of the
Company's Common Stock (or cash or a combination of both), equal to the
difference between the market value of the Common Stock when you exercise the
stock appreciation rights and the Reference Price listed below. Please read this
Agreement carefully and return one copy as requested below. Unless otherwise
provided in this Agreement, capitalized terms have the meanings specified in the
Plan.

GRANT: Chiquita Brands International, Inc., a New Jersey corporation
("Company"), hereby awards you (the Grantee named below) a Stock Appreciation
Right ("SAR") for the number of units ("Units") and at the Reference Price set
forth below, subject to the following terms and conditions:



GRANTEE:        NO. OF UNITS:         REFERENCE PRICE:            GRANT DATE:
- --------        -------------         ----------------            -----------
                                                         


VESTING: This SAR vests between the Grant Date and January 1, 2006, with 25% of
the total number of Units vesting (becoming exercisable) on January 1 in each of
2003, 2004, 2005, and 2006 or, if earlier, upon a Change of Control of the
Company; provided that you have remained continuously employed by the Company or
any of its Subsidiaries through the applicable vesting date. Notwithstanding the
foregoing, you may elect, by filing a written election with the Company prior to
the date of a Change of Control, to waive all or a portion of your rights to
vest in this SAR by reason of the Change of Control. If your Employee status
terminates because of your death, Disability or Retirement, all the Units
covered by this SAR will vest on your termination of employment.

TERM: This SAR expires 10 years from the Grant Date set forth above. If your
Employee status terminates prior to the expiration date, this SAR will terminate
as specified in the Plan.

EXERCISE: In order to exercise this SAR, you must deliver to the Company a
written notice indicating the number of Units being exercised. You must exercise
this SAR for at least 100 Units, unless the total number of vested Units covered
by this SAR is less than 100, in which case you must exercise this SAR for all
then-vested Units. Upon exercise, you will be entitled to receive, for each
Unit, a benefit equal to the excess of the Fair Market Value of one Share on the
date of exercise of this SAR over the Reference Price of this SAR (the
"Spread"). Unless otherwise determined by the Committee, the form of property
distributable to you in payment of the Spread (net of any taxes and social
security contributions withheld) shall be Shares; however, the Committee may
determine (whether at the time you exercise all or any portion of this SAR or at
any time prior to exercise), in its sole discretion, to pay all or a portion of
the Spread in cash rather than Shares. Any Shares so deliverable shall be valued
at their Fair Market Value on the date of exercise of this SAR. Before exercise
of this SAR and delivery to you of a certificate representing such Shares, you
will have no rights as a stockholder with respect to any Shares which may be
distributable to you upon exercise.

TAXES: You must pay all applicable U.S. federal, state, local and any foreign
taxes resulting from the grant or vesting of this SAR or the issuance of any
Shares upon exercise of this SAR. The Company has the right, and may have the
obligation, to withhold all applicable taxes due upon the exercise of this SAR
(by payroll deduction or otherwise) from the proceeds of such exercise or from
future earnings (including salary, bonus or any other payments).

CONDITIONS: This SAR is governed by and subject to the terms and conditions of
the Plan, which contains important provisions of this award and forms a part of
this Agreement. A copy of the Plan is being provided to you, along with a
summary of the Plan. If there is any conflict between any provision of this
Agreement and the Plan, this Agreement will control, unless the provision is not
permitted by the Plan, in which case the provision of the Plan will apply. Your
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. and foreign laws.

ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return
one copy of this Agreement to the Corporate Secretary's Office, Attention:
Barbara Howland.




CHIQUITA BRANDS INTERNATIONAL, INC.                      Please complete the following information:
                                                      
By:
   --------------------------------------------
   Barry H. Morris, Vice President                       Home Address
         Human Resources                                 (including country)



By:
   --------------------------------------------          --------------------------------------------
     Associate/Optionee Signature

                                                         --------------------------------------------

Date Acknowledged:
                  -----------------------------          --------------------------------------------
                                                         U.S.  Social Security Number (if applicable)

EX-10.C

                                                                    Exhibit 10-c


                                  $130,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                            Dated as of March 6, 2002

                                      Among

                              CHIQUITA BRANDS, INC.


                                  as Borrower,

                               EACH OF THE LENDERS

                          INITIALLY A SIGNATORY HERETO,
                          TOGETHER WITH THOSE ASSIGNEES
                        PURSUANT TO SECTION 14.6 HEREOF,


                                   as Lenders,

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                     as Lead Arranger and Syndication Agent

                                       and

                          FOOTHILL CAPITAL CORPORATION,


                             as Administrative Agent

                 CONFORMED TO INCORPORATE CHANGES MADE IN FIRST
                AMENDMENT AND LIMITED WAIVER NO. 2 TO AMENDED AND
             RESTATED CREDIT AGREEMENT, DATED AS OF AUGUST 13, 2002



                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                         
ARTICLE I. DEFINITIONS........................................................................................    1

         1.1      General Definitions.........................................................................    1
         1.2      Accounting Terms and Determinations.........................................................   32
         1.3      Other Definitional Terms....................................................................   32

ARTICLE II. LOANS.............................................................................................   33

         2.1      Revolving Loans.............................................................................   33
         2.2      Term Loans..................................................................................   38
         2.3      Optional and Mandatory Prepayments..........................................................   39
         2.4      Payments and Computations...................................................................   41
         2.5      Maintenance of Account; Register............................................................   42
         2.6      Statement of Account........................................................................   43
         2.7      Taxes.......................................................................................   43
         2.8      Sharing of Payments.........................................................................   45
         2.9      Pro Rata Treatment..........................................................................   45
         2.10     Securitization..............................................................................   45

ARTICLE III. LETTERS OF CREDIT................................................................................   46

         3.1      Issuance....................................................................................   46
         3.2      Notice and Reports..........................................................................   47
         3.3      Participation...............................................................................   47
         3.4      Payment.....................................................................................   47
         3.5      Repayment with Revolving Loans..............................................................   48
         3.6      Renewal, Extension..........................................................................   49
         3.7      Uniform Customs and Practices...............................................................   49
         3.8      Indemnification; Nature of Issuing Bank's Duties............................................   49
         3.9      Responsibility of Issuing Bank..............................................................   50
         3.10     Conflict with Letter of Credit Documents....................................................   51

ARTICLE IV. INTEREST AND FEES.................................................................................   51

         4.1      Interest on Loans...........................................................................   51
         4.2      Interest After Event of Default.............................................................   51
         4.3      [Intentionally Deleted].....................................................................   51
         4.4      Agent's Fees................................................................................   51
         4.5      Letter of Credit Fees.......................................................................   52
         4.6      Authorization to Charge Loan Account........................................................   52
         4.7      Indemnification in Certain Events...........................................................   52
         4.8      LIBOR Option................................................................................   53



                                       i



                                                                                                               Page
                                                                                                               ----
                                                                                                         
ARTICLE V. CONDITIONS PRECEDENT...............................................................................   55

         5.1      Original Closing Date Conditions............................................................   55
         5.2      Closing Conditions..........................................................................   61
         5.3      Conditions to all Loans and Letters of Credit...............................................   62

ARTICLE VI. REPRESENTATIONS AND WARRANTIES....................................................................   63

         6.1      Organization and Qualification..............................................................   63
         6.2      Solvency....................................................................................   63
         6.3      Liens; Inventory............................................................................   64
         6.4      No Conflict.................................................................................   64
         6.5      Enforceability..............................................................................   64
         6.6      Financial Data..............................................................................   65
         6.7      Locations of Offices, Records and Inventory.................................................   65
         6.8      Fictitious Business Names...................................................................   66
         6.9      Subsidiaries................................................................................   66
         6.10     No Judgments or Litigation..................................................................   66
         6.11     No Defaults.................................................................................   66
         6.12     No Employee Disputes........................................................................   66
         6.13     Compliance with Law.........................................................................   67
         6.14     PACA........................................................................................   67
         6.15     ERISA.......................................................................................   67
         6.16     Compliance with Environmental Laws..........................................................   68
         6.17     Use of Proceeds.............................................................................   68
         6.18     Intellectual Property.......................................................................   69
         6.19     Licenses and Permits........................................................................   70
         6.20     Title to Property...........................................................................   70
         6.21     Labor Matters...............................................................................   70
         6.22     Investment Company..........................................................................   70
         6.23     Margin Security.............................................................................   71
         6.24     No Event of Default.........................................................................   71
         6.25     Taxes and Tax Returns.......................................................................   71
         6.26     Indebtedness; CBII Obligations..............................................................   71
         6.27     Status of Accounts..........................................................................   71
         6.28     Representations and Warranties..............................................................   72
         6.29     Material Contracts..........................................................................   72
         6.30     Survival of Representations.................................................................   72
         6.31     Affiliate Transactions......................................................................   72
         6.32     Insurance...................................................................................   72
         6.33     Accuracy and Completeness of Information....................................................   72

ARTICLE VII. AFFIRMATIVE COVENANTS............................................................................   73

         7.1      Information.................................................................................   73
         7.2      [Intentionally Deleted].....................................................................   76
         7.3      Corporate Existence.........................................................................   76



                                       ii



                                                                                                               Page
                                                                                                               ----
                                                                                                         
         7.4      ERISA.......................................................................................   76
         7.5      Proceedings or Adverse Changes..............................................................   78
         7.6      Environmental Matters.......................................................................   79
         7.7      Books and Records; Inspection...............................................................   79
         7.8      Collateral Records..........................................................................   80
         7.9      Security Interests..........................................................................   80
         7.10     Insurance; Asset Loss.......................................................................   81
         7.11     Taxes.......................................................................................   82
         7.12     Compliance With Laws........................................................................   83
         7.13     Use of Proceeds.............................................................................   83
         7.14     Fiscal Year.................................................................................   83
         7.15     Notification of Certain Events..............................................................   83
         7.16     Additional Subsidiaries; Inactive Subsidiaries..............................................   84
         7.17     Schedules of Accounts and Purchase Orders...................................................   84
         7.18     Collection of Accounts......................................................................   84
         7.19     Notice; Credit Memoranda; and Returned Goods................................................   85
         7.20     Acknowledgment Agreements...................................................................   85
         7.21     Trademarks etc..............................................................................   86
         7.22     Maintenance of Property.....................................................................   86
         7.23     [Intentionally Deleted].....................................................................   86
         7.24     Revisions or Updates to Schedules...........................................................   86
         7.25     [Intentionally Deleted].....................................................................   86
         7.26     Compliance with PACA........................................................................   86
         7.27     Covenants Relating to Food Security Act.....................................................   87
         7.28     Payment for Perishable Goods................................................................   87

ARTICLE VIII. FINANCIAL COVENANTS.............................................................................   88

         8.1      Leverage Ratio..............................................................................   88
         8.2      Fixed Charge Coverage Ratio.................................................................   88
         8.3      Capital Expenditures........................................................................   88
         8.4      EBITDA......................................................................................   89
         8.5      Chiquita Fresh Latin American Group.........................................................   89

ARTICLE IX. NEGATIVE COVENANTS................................................................................   89

         9.1      Restrictions on Liens.......................................................................   89
         9.2      Restrictions on Indebtedness................................................................   89
         9.3      Restrictions on Transfer of Assets..........................................................   90
         9.4      No Corporate Changes........................................................................   92
         9.5      No Guarantees...............................................................................   93
         9.6      No Restricted Payments......................................................................   93
         9.7      No Investments..............................................................................   94
         9.8      No Affiliate Transactions...................................................................   94
         9.9      No Prohibited Transactions Under ERISA......................................................   94
         9.10     No Additional Bank Accounts.................................................................   95
         9.11     Amendments of Material Contracts............................................................   96



                                      iii



                                                                                                               Page
                                                                                                               ----
                                                                                                         
         9.12     Additional Negative Pledges.................................................................   96
         9.13     Sale and Leaseback..........................................................................   96
         9.14     Licenses, Etc...............................................................................   97
         9.15     Limitations.................................................................................   97
         9.16     Transfer Pricing............................................................................   97
         9.17     Sales.......................................................................................   97
         9.18     Excluded Entities...........................................................................   98
         9.19     Hedging and Interest Rate Protection........................................................   98
         9.20     Payments on Certain Intercompany Obligations................................................   98

ARTICLE X. POWERS.............................................................................................   98

         10.1     Appointment as Attorney-in-Fact.............................................................   98
         10.2     Limitation on Exercise of Power.............................................................   99

ARTICLE XI. EVENTS OF DEFAULT AND REMEDIES....................................................................   99

         11.1     Events of Default...........................................................................   99
         11.2     Acceleration................................................................................  101

ARTICLE XII. TERMINATION......................................................................................  102


ARTICLE XIII. THE AGENT.......................................................................................  102

         13.1     Appointment of Agent........................................................................  102
         13.2     Nature of Duties of Agent...................................................................  103
         13.3     Lack of Reliance on Agent...................................................................  103
         13.4     Certain Rights of the Agent.................................................................  103
         13.5     Reliance by Agent...........................................................................  104
         13.6     Indemnification of Agent....................................................................  104
         13.7     The Agent in its Individual Capacity........................................................  104
         13.8     Holders of Notes............................................................................  104
         13.9     Successor Agent.............................................................................  105
         13.10    Collateral Matters..........................................................................  105
         13.11    Actions with Respect to Defaults............................................................  107
         13.12    Delivery of Information.....................................................................  107
         13.13    Wells Fargo as Lead Arranger and Syndication Agent..........................................  107

ARTICLE XIV. MISCELLANEOUS....................................................................................  107

         14.1     Waivers.....................................................................................  107
         14.2     JURY TRIAL..................................................................................  108
         14.3     GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE............................................  108
         14.4     [Intentionally Deleted].....................................................................  108
         14.5     Notices.....................................................................................  108
         14.6     Assignability...............................................................................  109
         14.7     Information.................................................................................  112



                                       iv



                                                                                                               Page
                                                                                                               ----
                                                                                                         
         14.8     Payment of Expenses; Indemnification........................................................  113
         14.9     Entire Agreement, Successors and Assigns....................................................  114
         14.10    Amendments, Etc.............................................................................  114
         14.11    Nonliability of Agent and Lenders...........................................................  115
         14.12    Independent Nature of Lenders' Rights.......................................................  115
         14.13    Counterparts................................................................................  115
         14.14    Effectiveness...............................................................................  115
         14.15    Severability................................................................................  116
         14.16    Headings Descriptive........................................................................  116
         14.17    Maximum Rate................................................................................  116
         14.18    Right of Setoff.............................................................................  117
         14.19    Power of Attorney...........................................................................  117
         14.20    Restatement of Original Credit Agreement....................................................  117




                                       v

                             EXHIBITS AND SCHEDULES

                                    EXHIBITS

                        
Exhibit A                  Form of Acknowledgment Agreement
Exhibit B                  Form of Assignment and Acceptance
Exhibit C-1                Form of Revolving Note
Exhibit C-2                Form of Term Loan Note
Exhibit D                  Form of Notice of Borrowing
Exhibit D-1                Form of LIBOR Notice
Exhibit E-1                Form of Lockbox Agreement
Exhibit E-2                Form of Lockbox Letter
Exhibit F                  Form of Compliance Certificate
Exhibit F-1                Form of Monthly Compliance Certificate
Exhibit G                  Form of Revolving Credit Borrowing Base Certificate
Exhibit H                  Form of Solvency Certificate
Exhibit I                  Form of Account Designation Letter
Exhibit J                  Form of Joinder Agreement
Exhibit K                  Closing Checklist

                                    SCHEDULES

Schedule 1.1A              Lenders and Commitments
Schedule 1.1B              Existing Letters of Credit
Schedule 1.1C              Liens
Schedule 1.1D              Indebtedness
Schedule 1.1E              Investments
Schedule 3.1               Issuance of Letters of Credit
Schedule 6.1               Jurisdictions of Organization
Schedule 6.7               Collateral Locations
Schedule 6.8               Fictitious Business Names
Schedule 6.9               Borrower and Subsidiaries
Schedule 6.10              Litigation
Schedule 6.15              ERISA
Schedule 6.16              Environmental Disclosures
Schedule 6.18              Intellectual Property
Schedule 6.26              CBII Obligations
Schedule 6.29              Material Contracts
Schedule 6.31              Affiliate Transactions
Schedule 6.32              Insurance
Schedule 9.3               Permitted Asset Sales
Schedule 9.3A              Additional Permitted Investments
Schedule 9.6               Tax Sharing Arrangements
Schedule 9.10              Bank Accounts
Schedule 9.12              Negative Pledges




                                       vi


                      AMENDED AND RESTATED CREDIT AGREEMENT

            THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of
March 6, 2002 among CHIQUITA BRANDS, INC., a Delaware corporation (the
"Borrower"), each of the lenders identified as Lenders on Schedule 1.1A hereto
(together with each of their successors and assigns, referred to individually as
a "Lender" and, collectively, as the "Lenders"), WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Wells Fargo"), acting as lead arranger and syndication agent, and
FOOTHILL CAPITAL CORPORATION ("Foothill"), acting administrative agent in the
manner and to the extent described in Article XIII hereof (in such capacity, the
"Agent").

                              W I T N E S S E T H:

            WHEREAS, the Borrower, the Lenders (as defined therein) and the
Agent entered into that certain Credit Agreement dated as of March 7, 2001 (as
amended or otherwise modified to date, the "Original Credit Agreement") whereby
(i) the Lenders made a term loan facility to the Borrower in the aggregate
principal amount of $75,000,000 maturing on March 7, 2004 and (ii) the Lenders
provided a revolving credit facility (including letter of credit subfacility) to
the Borrower in an aggregate principal amount not to exceed $120,000,000 at any
time outstanding and maturing on March 7, 2004;

            WHEREAS, the Borrower desires that the Lenders increase the
principal amount of credit available to the Borrower under the Original Credit
Agreement to One Hundred Thirty Million Dollars ($130,000,000) and adjust the
principal amount of the term loans under the Original Credit Agreement to
Seventy Million Dollars ($70,000,000), and the Lenders are willing to provide
Borrower with Loans in such amounts upon the terms and conditions set forth
herein;

            WHEREAS, the Borrower and each Secured Credit Party desire to secure
all of the obligations under the Credit Documents by continuing the prior grant
of a security interest in and lien upon all of Borrower's and each Secured
Credit Party's existing and after-acquired personal property to Agent, for the
benefit of Agent and the Lenders; and

            WHEREAS, the Borrower, the Lenders and the Agent now desire to amend
and restate the Original Credit Agreement to, among other things, accomplish the
matters set forth above and to permit Wells Fargo to join this Amended and
Restated Credit Agreement, in each case, on the terms and subject to the
conditions set forth herein;

            NOW, THEREFORE, the Borrower, the Lenders and the Agent hereby agree
as follows:

                                   ARTICLE I.

                                   DEFINITIONS

      1.1   GENERAL DEFINITIONS.

            As used herein, the following terms shall have the meanings herein
specified:

            "Ableco" shall mean Ableco Finance LLC.

            "Accounts" shall mean all of the Borrower's "accounts" (as defined
in the Code), whether now existing or existing in the future, including, without
limitation, all (i) accounts receivable (whether or not specifically listed on
schedules furnished to the Agent), including, without limitation, all accounts
created by or arising from all of the Borrower's sales of goods or rendition of
services made under any of the Borrower's trade names or styles, or through any
of the Borrower's divisions; (ii) unpaid seller's rights (including rescission,
replevin, reclamation and stopping in transit) relating to the foregoing or
arising therefrom, (iii) rights to any goods represented by any of the
foregoing, including returned or repossessed goods; (iv) reserves and credit
balances held by the Borrower with respect to any such accounts receivable or
account debtors; (v) guarantees or collateral for any of the foregoing; and (vi)
insurance policies or rights relating to any of the foregoing.

            "Acknowledgement Agreements" shall mean the Acknowledgment
Agreements, substantially in the form of Exhibit A hereto, between the
Borrower's warehousemen, fillers, packers and processors and the Agent, in each
case acknowledging and agreeing, among other things, (A) that such warehousemen,
fillers, packers and processors do not have any Liens on any of the property of
the Borrower or any Subsidiary and (B) to the collateral assignment by the
Borrower to the Agent of its interest in the contracts with each of such
warehousemen, fillers, packers and processors.

            "Acquired Company" shall mean the Person (or the assets or business
thereof) which is acquired pursuant to an Acquisition.

            "Acquisition" shall mean (i) the purchase of the Capital Stock of a
Person, (ii) the purchase of all or a substantial portion of the assets or
business of any Person or (iii) the merger or consolidation with a Person in
which the Borrower or a Subsidiary shall be the surviving or resulting
corporation.

            "Acquisition Documents" shall mean any agreement pursuant to which
an Acquisition is made in accordance with the terms hereof, including the
exhibits and schedules thereto, and all agreements, documents and instruments
executed and delivered pursuant thereto or in connection therewith.

            "Affiliate" shall mean any entity which directly or indirectly
controls, is controlled by, or is under common control with, the Borrower or any
Subsidiary of the Borrower. For purposes of this definition, "control" shall
mean the possession, directly or indirectly, of the power to (i) vote ten
percent (10%) or more of the securities having ordinary voting power for the
election of directors of such Person, or (ii) direct or cause the direction of
management and policies of a business, whether through the ownership of voting
securities, by contract or otherwise and either alone or in conjunction with
others or any group.

            "Agent" shall mean Foothill as Agent under the Original Credit
Agreement and as provided in the preamble to this Credit Agreement or any
successor to Foothill.

            "Agent Bank Account" shall have the meaning set forth in Section
7.18(a).


                                       2

            "Agent's Fees" shall mean the fees payable by the Borrower to the
Agent as described in the Fee Letter.

            "Aggregate Commitment" means the sum of the Commitments.

            "Allocated CBII Overhead" shall mean the following overhead and
disbursements of CBII, but only to the extent that they are allocated to the
Borrower or any of its consolidated Subsidiaries: salaries, pension and benefit
expenses, taxes (other than taxes on income or revenue), insurance costs, legal
expenses, communication and maintenance fees, travel expenses, outside
accounting fees, headquarter office expenses, deferred compensation and
non-contractual severance expenses, but excluding Permitted Restructuring
Expenses, and principal, interest and other fees related to any Indebtedness.

            "Applicable Prepayment Premium" means, as of any date of
determination, an amount equal to one-tenth of one percent (.1%) of the Maximum
Credit Line as of the Closing Date for each full or partial month remaining from
the date of payment until the Maturity Date. In the event of an early
termination of this Credit Agreement and a prepayment in full of all of the
Obligations from a Qualified Refinancing, the amount of the Applicable
Prepayment Premium determined hereunder shall be reduced by a percentage equal
to the amount of the Commitment which is held by those Lenders that participate
in the Qualified Refinancing divided by the total of all the Commitments and the
amount of such Applicable Prepayment Premium (as so reduced) shall be allocated
to the Lenders not participating in such replacement credit facility.

            "Appraisal" shall mean (i) that certain Trademarks and Tradenames
Valuation dated December 5, 2000 performed by Daley-Hodkin Appraisal Corporation
relating to Chiquita Brands International, Inc., a copy of which was delivered
to the Lenders on or prior to January 26, 2001 or (ii) after the receipt by the
Lenders of a new or updated valuation appraisal, such new or updated appraisal.

            "Asset Disposition" shall mean the disposition (other than (i) a
disposition described in clauses (a), (b), (c), (g) or (i) of Section 9.3, (ii)
a disposition described in clause (d) of Section 9.3, to the extent that any
Asset Sale Block put in place or any cash proceeds held by the Agent, in either
case in connection therewith pursuant to Section 9.3 hereof, are released by the
Agent as provided in Section 9.3 within one hundred and twenty (120) days of
such disposition, (iii) Specified Asset Dispositions, (iv) the sales of one or
more Tropical Farms (and equity interests in Persons which own only Tropical
Farms) to the extent that any Farm Sale Block put in place or any cash proceeds
held by the Agent, in either case in connection therewith pursuant to Section
9.3, are released by the Agent as provided in Section 9.3 within one hundred and
twenty (120) days of such sale and (v) any disposition of intellectual property
rights pursuant to the Trademark License Agreement) of any or all of the assets
(including, without limitation, the Capital Stock of the Borrower or its
Subsidiaries) of the Borrower or its Subsidiaries, whether by sale, lease,
transfer or otherwise, in a single transaction, or in a series of related
transactions in any consecutive twelve (12) month period beginning on or after
the Original Closing Date (a) that have a fair market value in the aggregate in
excess of $1,000,000 or (b) for Net Cash Proceeds in the aggregate in excess of
$1,000,000.


                                       3

            "Asset Loss" shall have the meaning given to such term in Section
7.10.

            "Asset Sale Block" shall have the meaning set forth in Section 9.3.

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by an assigning Lender and an assignee Lender, accepted by the
Agent, in accordance with Section 14.6(f), in the form attached hereto as
Exhibit B.

            "Availability" shall mean an amount equal to the excess of (i) the
Revolving Credit Borrowing Base over (ii) the sum of (a) the outstanding amount
of Revolving Loans and Letter of Credit Obligations plus (b) the aggregate
amount, if any, of all trade payables of the Borrower and the other Credit
Parties aged in excess of historical levels with respect thereto and all book
overdrafts in excess of historical practices with respect thereto, in each case
as determined in good faith by the Agent.

            "Back-to-Back Loan" shall mean a loan made to a Subsidiary by a
financial institution in which the Borrower or another Subsidiary (other than an
Excluded Entity) owns a one hundred percent (100%) participation interest.

            "Base LIBOR Rate" means the rate per annum, determined by Agent in
accordance with its customary procedures, and utilizing such electronic or other
quotation sources as it considers appropriate (rounded upwards, if necessary, to
the next 1/16%), based on the rates at which Dollar deposits are offered to
major banks in the London interbank market on or about 11:00 a.m. (California
time) two (2) Business Days prior to the commencement of the applicable Interest
Period, for a term and in amounts comparable to the Interest Period and amount
of the LIBOR Rate Loan requested by Borrower in accordance with this Credit
Agreement, which determination shall be conclusive in the absence of manifest
error.

            "Benefit Plan" shall mean a defined benefit plan as defined in
Section 3(35) of ERISA (other than a Multiemployer Plan) in respect of which the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is, or within
the immediately preceding six (6) years was, an "employer" as defined in Section
3(5) of ERISA.

            "Borrower" shall have the meaning given to such term in the preamble
of this Credit Agreement.

            "Borrower Entities" shall mean the Borrower, each Guarantor and each
Subsidiary which is party to one or more Credit Documents.

            "Business Day" shall mean any day other than a Saturday, a Sunday, a
legal holiday or a day on which national banks are authorized or required by law
or other governmental action to close, except that, if a determination of a
Business Day shall relate to a LIBOR Rate Loan, the term "Business Day" also
shall exclude any day on which banks are closed for dealings in Dollar deposits
in the London interbank market.

            "Capital Expenditures" shall mean expenditures for the acquisition
(including the acquisition by capitalized lease) or improvement of capital
assets, as determined in accordance with GAAP.


                                       4

            "Capital Lease" shall mean, as applied to any Person, any lease of
any property (whether real, personal or mixed) by that Person as lessee which,
in accordance with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.

            "Capital Stock" shall mean (i) in the case of a corporation, capital
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other equity interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person.

            "Cash Equivalents" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one (1) year from the date of acquisition, (ii) time deposits or
certificates of deposit of any commercial bank incorporated under the laws of
the United States or any state thereof, of recognized standing having capital
and unimpaired surplus in excess of $1,000,000,000 and whose short-term
commercial paper rating at the time of acquisition is at least A-1 or the
equivalent thereof by Standard & Poor's Corporation or at least P-1 or the
equivalent thereof by Moody's Investors Services, Inc. (any such bank, an
"Approved Bank"), with such deposits or certificates having maturities of not
more than one (1) year from the date of acquisition, (iii) repurchase
obligations with a term of not more than seven (7) days for underlying
securities of the types described in clauses (i) and (ii) above entered into
with any Approved Bank, (iv) 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 or the equivalent thereof by Standard & Poor's
Corporation or at least P-1 or the equivalent thereof by Moody's Investors
Service, Inc., and in each case maturing not more than one year after the date
of acquisition, and (v) investments in money market funds that are registered
under the Investment Company Act of 1940, as amended, which have net assets of
at least $1,000,000,000 and at least eighty-five percent (85%) of whose assets
consist of securities and other obligations of the type described in clauses (i)
through (iv) above. All such Cash Equivalents must be denominated solely for
payment in Dollars.

            "CBCNA" shall mean Chiquita Brands Company, North America, a
Delaware corporation.

            "CBII" shall mean Chiquita Brands International, Inc., a New Jersey
corporation.

            "CBII Reorganization Consummation" shall have the meaning given to
such term in Section 9.6.

            "Change of Control" shall mean the occurrence of any of the
following: (i) any Person or group of Persons acting collectively, owns more
than thirty percent (30%) of the equity shares of CBII entitled to vote for the
election of the Board of Directors of CBII (the "Voting Shares"), (ii) at any
time a majority of CBII's directors then in office consists of individuals who
meet none of the following criteria: (A) such individuals are members of CBII's
board of


                                       5

directors seated in connection with the CBII Reorganization Consummation; (B)
such individuals were members of CBII's board of directors as of the date twelve
months earlier than the date of determination; (C) such individuals are CBII
directors appointed to replace any CBII directors who died, became disabled, or
voluntarily resigned; (D) such individuals are CBII directors who were approved
by a vote of a majority of CBII directors who meet any of the criteria in (A),
(B), (C), or (E) or who were previously appointed or elected in accordance with
(D) or (E); or (E) such individuals are CBII directors whose nomination for
election by CBII shareholders was approved by a vote of a majority of CBII
directors who meet any of the criteria in (A), (B), (C), or (D) or who were
previously appointed or elected in accordance with (D) or (E), (iii) CBII ceases
to own, directly or indirectly, one hundred percent (100%) of the issued and
outstanding Capital Stock of the Borrower, or (iv) the Borrower ceases to own
directly or indirectly one hundred percent (100%) of the issued and outstanding
Capital Stock of any Secured Credit Party (other than the Borrower) or Chiquita
Banana Company B.V., a Netherlands company.

            "Chiquita Fresh Latin American Group" shall mean the following
Persons and their Subsidiaries:

            -     Blue Fish Holdings Establishment/CILPAC Establishment and
                  their Subsidiaries (excluding Heaton Holdings, Ltd. and its
                  Subsidiaries)
            -     Valk Deelnemingen Establishment, Zwaan Deelnemingen
                  Establishment, Buizerd Deelnemingen Establishment, Mus
                  Deelnemingen Establishment, Kaketoe Deelnemingen
                  Establishment, Struisvogel Deelnemingen Establishment, SZS
                  Sargasso Zeeblelangen B.V. Establishment, Occidentalis
                  Atlantis Establishment, Zonnekoning Overzee B.V. Establishment
                  and their Subsidiaries
            -     Conexpro Inc. Establishment and its Subsidiaries
            -     Antioquia Establishment/Bijzondere Benedenwindse Beleggingen
                  Establishment/Uraba Establishment/Tairona
                  Establishment/Quindio Establishment and their Subsidiaries
            -     Banacorp, S.A./Compania Bananera Guatemalteca Independiente,
                  S.A. and their Subsidiaries
            -     Catellia Ltd./Tropical Traders Ltd./Compania
            -     Agricola San Nicolas, S.A. and their Subsidiaries
            -     Financiera Agro-Exportaciones Limitada
            -     Financiera Estrella Limited
            -     Financiera Agricola Limited
            -     Chiquita International Services Group N.V./Banexpro
                  Ltd./Brundicorpi S.A. and their Subsidiaries
            -     Compania Mundimar, S.A.
            -     Bello Puerto S.A.
            -     Rimsa Inc. S.A.
            -     Compania La Cruz, S.A.


                                       6

            "Chiquita Fresh European Group" shall mean the following Persons and
their Subsidiaries:

            -     Chiquita Banana Company, B.V.
            -     Chiquita Ceroz, s.r.o.
            -     Chiquita Compagnie des Bananes
            -     Chiquita CR, S.r.o.
            -     Chiquita Far East Holdings B.V.
            -     Chiquita Finland Oy
            -     Chiquita Fresh B.V.B.A.
            -     Chiquita Frupac B.V.
            -     Chiquita International Services Group N.V.
            -     Chiquita Italia, S.p.A.
            -     Chiquita Packaged Goods Distributing S.r.l.
            -     Chiquita Tropical Fruit Company B.V.
            -     B.V. v/h Bruigom en Visser
            -     Banafruta-Comercio de Bananas, LDA
            -     E.C. van Eeuwijk Banaanen B.V.
            -     International Banana Ripening Company N.V.
            -     Processed Fruit Ingredients B.V.
            -     Spiers N.V.
            -     Ter Wal Bananen B.V.

            "CIL" shall mean Chiquita International Limited, a Bermuda company.

            "Citrus" shall mean Chiquita Gulf Citrus, Inc., a Delaware
corporation.

            "Closing" shall mean the date on which the conditions set forth in
Section 5.2 of this Credit Agreement have been satisfied or waived.

            "Closing Date" shall mean the time at which the Closing occurs,
which time shall occur not later than March 7, 2002.

            "Code" shall have the meaning set forth in Section 1.3.

            "Collateral" shall mean any and all assets and rights and interests
in or to property pledged from time to time as security for the Obligations
pursuant to the Security Documents whether now owned or hereafter acquired,
including, without limitation, all of the Accounts, Chattel Paper, Deposit
Accounts, Documents, Equipment, Fixtures, General Intangibles (including all
intellectual property), Inventory, Instruments, Investment Property and Proceeds
(each as defined in the Security Agreements).

            "Commitment" of any Lender means the amount set forth opposite such
Lender's name on Schedule 1.1A hereto, as such amounts may be modified as a
result of an assignment hereunder, or as a result of a reduction pursuant to
Section 2.3.


                                       7

            "Consolidated" or "consolidated" with reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrower and all
of its consolidated Subsidiaries, consolidated in accordance with GAAP.

            "Consolidated Capital Expenditures" shall mean, for any applicable
period of computation, an amount equal to the consolidated aggregate
expenditures of the Borrower and its consolidated Subsidiaries (other than CPF
and its Subsidiaries) during such fiscal period for the acquisition (including
the acquisition by capitalized lease) or improvement of capital assets, as
determined in accordance with GAAP.

            "Consolidated Cash Taxes" shall mean, for any applicable period of
computation, the aggregate of all taxes of the Borrower and its consolidated
Subsidiaries (other than CPF and its Subsidiaries) on a consolidated basis
determined in accordance with applicable law and GAAP applied on a consistent
basis, to the extent the same are paid in cash during such period and the
aggregate amount of all tax distributions made in cash as described in Schedule
9.6(b) during such period.

            "Consolidated EBITDA" shall mean, for any applicable period of
computation, the sum of (i) Consolidated Net Income for such period, but
excluding therefrom all extraordinary items of income and all extraordinary
non-cash items of loss, plus (ii) the aggregate amount of depreciation and
amortization charges made in calculating Consolidated Net Income for such
period, plus (iii) aggregate Consolidated Interest Expense for such period, plus
(iv) the aggregate amount of all income taxes reflected on the consolidated
statements of income of the Borrower and its Subsidiaries (other than CPF and
its Subsidiaries) for such period plus (v) the amount of all non-cash
adjustments resulting from fresh start accounting to the extent such amounts
were deducted in determining Consolidated Net Income.

            "Consolidated Fixed Charges" shall mean, for any applicable period
of computation, without duplication, the sum of (i) all Consolidated Interest
Expense for the applicable period, plus (ii) Consolidated Scheduled Funded Debt
Payments due during the applicable period, plus (iii) Consolidated Cash Taxes
for the applicable period, plus (iv) Unallocated CBII Overhead for the
applicable period, plus (iv) amounts advanced or distributed by the Borrower or
any Subsidiary to CBII to enable it to pay interest on CBII's Indebtedness.

            "Consolidated Funded Debt" shall mean, as of the date of
determination, all Funded Indebtedness of the Borrower and its consolidated
Subsidiaries (other than CPF and its Subsidiaries), determined on a consolidated
basis in accordance with GAAP.

            "Consolidated Interest Expense" shall mean, for any applicable
period of computation, interest expense, net of interest income, of the Borrower
and its consolidated Subsidiaries (other than CPF and its Subsidiaries) for such
period, as determined in accordance with GAAP.

            "Consolidated Net Income" shall mean, for any applicable period of
computation, the consolidated net income (or net deficit) of the Borrower and
its consolidated Subsidiaries (other than CPF and its Subsidiaries) for such
period, after deduction of all expenses, taxes and other proper charges, all as
determined in accordance with GAAP.


                                       8

            "Consolidated Scheduled Funded Debt Payments" shall mean, for any
applicable period of computation, the sum of all scheduled payments of principal
on Consolidated Funded Debt for such period (including the principal component
of payments due on Capital Leases or under any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product (but excluding true leases) during the applicable period ending on such
date); it being understood that Consolidated Scheduled Funded Debt Payments
shall not include (i) voluntary prepayments or the mandatory prepayments
required pursuant to Section 2.3; or (ii) the repayment of up to $55,000,000 of
Indebtedness owing on the Original Closing Date by thirteen Costa Rican
Subsidiaries to Fleet National Bank, or (iii) principal payments with respect to
Indebtedness of Indian River so long as such Indebtedness is not GAAP
Indebtedness of the Borrower and its consolidated Subsidiaries.

            "Contractual Obligations" shall mean, with respect to any Person,
any term or provision of any securities issued by such Person, or any indenture,
mortgage, deed of trust, contract, undertaking, document, instrument or other
agreement to which such Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.

            "Controlled ERISA Affiliate" shall mean an ERISA Affiliate owned or
controlled by CBII.

            "Covenant Compliance Agreement" means each agreement pursuant to
which one or more Subsidiaries has, among other things, agreed that it shall not
take, or omit to take any action which would cause the Borrower to be in
violation or breach of this Agreement.

            "CPF" shall mean Chiquita Processed Foods, L.L.C., a Delaware
limited liability company.

            "Credit Agreement" shall mean this amended and restated credit
agreement, dated as of the date hereof, as the same may be modified, amended,
extended, restated or supplemented from time to time.

            "Credit Documents" shall mean, collectively, this Credit Agreement,
the Revolving Notes, the Term Loan Notes, the Letters of Credit, the Security
Documents, the Guarantees, the Covenant Compliance Agreement and all other
documents, agreements, instruments, opinions and certificates executed and
delivered in connection herewith or therewith, as the same may be modified,
amended, extended, restated or supplemented from time to time.

            "Credit Parties" shall mean the Borrower and the Guarantors.

            "CTP" shall mean Chiquita Tropical Products Company, a Delaware
corporation.

            "Default" shall mean an event, condition or default which, with the
giving of notice, the passage of time or both would be an Event of Default.

            "Default Rate" shall have the meaning given to such term in Section
4.2.


                                       9

            "Defaulting Lender" shall have the meaning given to such term in
Section 2.1(d)(iii).

            "DOL" shall mean the U.S. Department of Labor and any successor
department or agency.

            "Dollars" and "$" shall mean dollars in lawful currency of the
United States of America.

            "Eligible Accounts Receivable" shall mean the aggregate face amount
of the Borrower's Accounts that conform to the warranties contained herein, less
the aggregate amount of all customer deposits, returns, discounts, claims,
credits, charges (including warehousemen's charges) and allowances of any nature
(whether issued, owing, granted or outstanding), and less the aggregate amount
of all reserves for slow paying accounts, foreign sales, and bill and hold (or
deferred shipment) transactions. Unless otherwise approved in writing by the
Agent, no Account shall be deemed to be an Eligible Account Receivable if:

            (i)      it arises out of a sale made by the Borrower to an
                     Affiliate; or

            (ii)     the Account (a) does not require full payment of the amount
thereof within thirty (30) days of the applicable sale or (b) is unpaid more
than ninety (90) days after the original due date; or

            (iii)    fifty percent (50%) or more, in face amount, of other
Accounts from such account debtor (or any Affiliate thereof) are due or unpaid
more than ninety (90) days after the original due date; or

            (iv)     the amount of the Account, when aggregated with all other
Accounts of such account debtor, exceeds fifteen percent (15%) in face value of
all Accounts of the Borrower then outstanding, to the extent of such excess; or

            (v)      (A) the account debtor is also a creditor of the Borrower,
to the extent of the amount owed by the Borrower to the account debtor, (B) the
account debtor has disputed its liability on, or the account debtor has made any
claim with respect to, such Account or any other Account due from such account
debtor to the Borrower, which has not been resolved or (C) the Account otherwise
is or may become subject to any right of setoff by the account debtor, to the
extent of the amount of such setoff; or

            (vi)     the Account is owing by an account debtor that has
commenced a voluntary case under the federal bankruptcy laws, as now constituted
or hereafter amended, or made an assignment for the benefit of creditors, or if
a decree or order for relief has been entered by a court having jurisdiction in
the premises in respect to such account debtor in an involuntary case under the
federal bankruptcy laws, as now constituted or hereafter amended, or if any
other petition or other application for relief under the federal bankruptcy laws
has been filed by or against the account debtor, or if such account debtor has
failed, suspended business, ceased to be solvent, or consented to or suffered a
receiver, trustee, liquidator or custodian to be appointed for it or for all or
a significant portion of its assets or affairs; or


                                       10

            (vii)       the sale is to an account debtor outside the continental
United States or Canada, unless the sale is (A) on letter of credit, guaranty or
acceptance terms, or subject to credit insurance, in each case acceptable to the
Agent in its sole discretion, or (B) otherwise approved by and acceptable to the
Agent in its sole discretion; or

            (viii)      the sale to the account debtor is on a bill-and-hold,
guaranteed sale, sale-and-return, sale on approval or consignment basis or made
pursuant to any other written agreement providing for repurchase or return; or

            (ix)        the goods giving rise to such Account have not been
shipped and delivered to and accepted by the account debtor or its designee or
the services giving rise to such Account have not been performed by or on behalf
of the Borrower and accepted by the account debtor or its designee or the
Account otherwise does not represent a final sale; or

            (x)         the Accounts owing by a particular account debtor exceed
a credit limit as to that account debtor determined by the Agent, in its
reasonable discretion, to the extent such Accounts owing by the particular
account debtor exceed such limit; or

            (xi)        the Account is subject to a Lien which has priority over
the Lien of the Agent in such Account other than Liens arising from claims under
PACA; provided however, the Agent shall establish a reserve against Eligible
Accounts Receivable to the extent of such PACA claims;

            (xii)       the Account was acquired by the Borrower from CBII or
any Affiliate of the Borrower;

            (xiii)      the Account did not arise from the sale of bananas or
plantains for which Chiquita Brands Company, North America or Chiquita (Canada)
Inc. acted as the Borrower's sales agent pursuant to a contract approved by the
Agent;

            (xiv)       the account debtor with respect to such Account is
either (i) the United States or any department, agency, or instrumentality of
the United States (exclusive, however, of Accounts with respect to which
Borrower has complied, to the reasonable satisfaction of Agent, with the
Assignment of Claims Act, 31 USC Section 3727), or (ii) any state of the United
States (exclusive, however, of (y) Accounts owed by any state that does not have
a statutory counterpart to the Assignment of Claims Act, or (z) Accounts owed by
any state that does have a statutory counterpart to the Assignment of Claims Act
as to which Borrower has complied to Agent's satisfaction); or

            (xv)        the account debtor with respect to such Account is a
trucking company.

            In addition to the foregoing, Eligible Accounts Receivable shall
include such Accounts as the Borrower shall request and that the Agent approves
in advance, in writing and in its reasonable judgment.

            "Equity Issuance" shall mean any issuance by the Borrower or any of
its Subsidiaries to any Person other than to the Borrower or any of its
Subsidiaries or any direct or indirect parent of the Borrower of (a) shares of
its Capital Stock, (b) any shares of its Capital


                                       11

Stock pursuant to the exercise of options or warrants or (c) any shares of its
Capital Stock pursuant to the conversion of any debt securities to equity. The
term "Equity Issuance" shall not include any Asset Disposition.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute.

            "ERISA Affiliate" shall mean any (i) corporation which is or was at
any time a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Internal Revenue Code) as the Borrower or any
Subsidiary of the Borrower; (ii) partnership or other trade or business (whether
or not incorporated) at any time under common control (within the meaning of
Section 414(c) of the Internal Revenue Code) with the Borrower or any Subsidiary
of the Borrower; and (iii) member of the same affiliated service group (within
the meaning of Section 414(m) of the Internal Revenue Code) as the Borrower or
any Subsidiary of the Borrower, any corporation described in clause (i) above,
or any partnership or trade or business described in clause (ii) above.

            "Event(s) of Default" shall have the meaning provided for in Article
XI.

            "Excluded Entities" shall mean CPF and its Subsidiaries, Frupac and
its Subsidiaries, PV and its Subsidiaries, GWF and its Subsidiaries and Citrus.

            "Excluded Taxes" shall have the meaning given to such term in
Section 2.7.

            "Existing Letters of Credit" shall mean those letters of credit
listed on Schedule 1.1(b) hereto.

            "Farm Sale Block" shall have the meaning set forth in Section 9.3.

            "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate per annum equal, for each day during such period, to the weighted
average of the rates on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average of the quotations for such day
on such transactions received by the Agent from three Federal Funds brokers of
recognized standing selected by it.

            "Fee Letter" shall mean the amended and restated letter agreement,
dated as of the date hereof, by and between the Agent and the Borrower regarding
the fees to be paid by the Borrower to the Agent, as amended, restated,
supplemented or otherwise modified from time to time.

            "Fees" shall mean, collectively, the Agent's Fees, the Letter of
Credit Fee and the Issuing Bank Fees payable hereunder.

            "Financials" shall have the meaning given to such term in Section
6.6.


                                       12

            "Fixed Charge Coverage Ratio" shall mean, for any period, the ratio
of (i) Consolidated EBITDA for such period to (ii) Consolidated Fixed Charges
for such period.

            "Food Security Act" shall mean the Food Security Act of 1985, as
amended, and any successor statute thereto, including all rules and regulations
thereunder, all as the same may be in effect from time to time.

            "Foothill" has the meaning set forth in the preamble hereto.

            "Foreign Lender" shall have the meaning given to such term in
Section 2.7(a).

            "Frupac" shall mean Chiquita Frupac, Inc., a Delaware corporation.

            "Funded Indebtedness" shall mean, with respect to any Person,
without duplication, (a) all Indebtedness of such Person other than Indebtedness
of the types referred to in clause (e), (f), (g), (i), (k), (l) and (m) of the
definition of "Indebtedness" set forth in this Section 1.1, (b) all Indebtedness
of another Person of the type referred to in clause (a) above secured by (or for
which the holder of such Funded Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (c) all guaranties of such Person
with respect to Indebtedness of the type referred to in clause (a) above of
another Person and (d) Indebtedness of the type referred to in clause (a) above
of any partnership or unincorporated joint venture in which such Person is
legally obligated or has a reasonable expectation of being liable with respect
thereto.

            "Funding Bank" shall have the meaning given to such term in Section
4.7.

            "GAAP" shall mean generally accepted accounting principles in the
United States of America, in effect from time to time.

            "GAAP Indebtedness" shall mean debt for borrowed money which is or
is required to be reflected as a liability on the balance sheet of the
respective obligor in accordance with GAAP.

            "Governmental Authority" shall mean any federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

            "Guarantees" shall mean that certain Guarantee dated as of the
Original Closing Date made by certain of the Guarantors in favor of the Agent
(for itself and the Lenders) and each other agreement pursuant to which any
Person unconditionally guarantees the Obligations.

            "Guarantors" shall mean those Persons listed on Schedule 6.9 hereto
as a Guarantor, and each other Person which unconditionally guarantees the
Obligations.

            "GWF" shall mean Great White Fleet Ltd., a Bermuda company.


                                       13

            "Hedging Agreements" shall mean any Interest Rate Protection
Agreement or other interest rate protection agreement, foreign currency exchange
agreement, commodity purchase or option agreement or other interest or exchange
rate or commodity price hedging agreements.

            "Highest Lawful Rate" shall mean, at any given time during which any
Obligations shall be outstanding hereunder, the maximum nonusurious interest
rate, if any, that at any time or from time to time may be contracted for,
taken, reserved, charged or received on the indebtedness under this Credit
Agreement, under the laws of the State of New York (or the law of any other
jurisdiction whose laws may be mandatorily applicable notwithstanding other
provisions of this Credit Agreement and the other Credit Documents), or under
applicable federal laws which may presently or hereafter be in effect and which
allow a higher maximum nonusurious interest rate than under New York or such
other jurisdiction's law, in any case after taking into account, to the extent
permitted by applicable law, any and all relevant payments or charges under this
Credit Agreement and any other Credit Documents executed in connection herewith,
and any available exemptions, exceptions and exclusions.

            "Inactive Subsidiary" shall mean each Subsidiary (other than a
Guarantor, a Pledgor Entity or a Pledged Party) which (a) owns assets with a
book value of less than $1,000,000 as of the last day of the past fiscal year or
(b) had sales for the past fiscal year of less than $1,000,000 (as of the
Closing Date, the Inactive Subsidiaries are identified as such on Schedule 6.9
hereto as Inactive Subsidiaries).

            "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person issued
or assumed as the deferred purchase price of property or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
and either due within six months of the incurrence thereof or incurred on longer
payment terms for the purchase of cans and related packaging products) which
would appear as liabilities on a balance sheet of such Person, (e) all
obligations of such Person under take-or-pay or similar arrangements or under
commodities agreements, (f) all Indebtedness of others secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on, or payable out of the proceeds of production
from, property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (g) all guaranties of such Person with
respect to Indebtedness of the type referred to in this definition of another
Person, (h) the principal portion of all obligations of such Person under
Capital Leases, (i) all obligations of such Person under Hedging Agreements
(with the amount thereof, for the purposes of this Credit Agreement, being the
net amount thereof in accordance with GAAP), (j) the maximum amount of all
standby letters of credit issued or bankers' acceptances facilities created for
the account of such Person and, without duplication, all drafts drawn thereunder
(to the extent unreimbursed), (k) all preferred Capital Stock issued by such
Person and required by the terms thereof to be redeemed, or for which mandatory
sinking fund payments are due, by a fixed date, (l) the principal portion of all
obligations of such Person under


                                       14

synthetic leases, tax retention operating leases and other similar off-balance
sheet financing arrangements (but excluding true leases) and (m) the
Indebtedness of any partnership or unincorporated joint venture in which such
Person is a general partner or a joint venturer and for which such Person is
legally obligated.

            "Independent Accountant" shall mean a firm of independent public
accountants of nationally recognized standing selected by the Borrower, which is
"independent" as that term is defined in Rule 2-01 of Regulation S-X promulgated
by the Securities and Exchange Commission.

            "Indian River" shall mean The Packers of Indian River, Ltd., a
limited partnership formed under the laws of the state of Florida.

            "Initial Lender" shall mean Foothill or Ableco.

            "Insurance Premium Block" shall mean a block on Availability
pursuant to Section 2.1 hereof that is instituted at any time when the sum of
(i) Availability (without giving effect to the Resolution Block) plus (ii) the
Borrower's and its Subsidiaries' (other than any Excluded Entity's) unrestricted
cash and Cash Equivalents, is less than $20,000,000. Such Insurance Premium
Block shall, as of any date of determination, be in an amount equal to the
lesser of (i) the Indebtedness then outstanding and permitted pursuant to clause
(d)(xiv) of the defined term "Permitted Indebtedness," or (ii) the amount of the
insurance premium that would be payable for 90 days of the insurance policy for
which the premium was financed as permitted pursuant to clause (d)(xiv) of the
defined term "Permitted Indebtedness."

            "Interest Period" means, with respect to each LIBOR Rate Loan, a
period commencing on the date of the making of such LIBOR Rate Loan and ending
1, 2, or 3 months thereafter; provided, however, that (a) if any Interest Period
would end on a day that is not a Business Day, such Interest Period shall be
extended (subject to clauses (c)-(e) below) to the next succeeding Business Day,
(b) interest shall accrue at the applicable rate based upon the LIBOR Rate from
and including the first day of each Interest Period to, but excluding, the day
on which any Interest Period expires, (c) any Interest Period that would end on
a day that is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, in which
case such Interest Period shall end on the next preceding Business Day, (d) with
respect to an Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period), the Interest Period shall
end on the last Business Day of the calendar month that is 1, 2, or 3 months
after the date on which the Interest Period began, as applicable, and (e)
Borrower may not elect an Interest Period which will end after the Maturity
Date.

            "Interest Rate" shall have the meaning given to such term in Section
4.1.

            "Interest Rate Protection Agreement" shall mean any interest rate
protection agreement, foreign currency exchange agreement, commodity purchase or
option agreement or other interest or exchange rate or commodity price hedging
agreements between the Borrower and any Lender, or any affiliate of a Lender.


                                       15

            "Internal Revenue" shall mean the Internal Revenue Service and any
successor agency.

            "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended from time to time, and any successor statute thereto and all
rules and regulations promulgated thereunder.

            "Inventory" shall mean all of the Borrower's inventory, including
without limitation, (i) all raw materials, work in process, parts, components,
assemblies, supplies and materials used or consumed in the Borrower's business;
(ii) all goods, wares and merchandise, finished or unfinished, held for sale or
lease or leased or furnished or to be furnished under contracts of service; and
(iii) all goods returned to or repossessed by the Borrower.

            "Investment" in any Person shall mean (i) the acquisition (whether
for cash, property, services, assumption of Indebtedness, securities or
otherwise, but exclusive of the acquisition of inventory, supplies, equipment
and other property or assets used or consumed in the ordinary course of business
of the Borrower or its Subsidiaries and Consolidated Capital Expenditures not
otherwise prohibited hereunder) of assets, shares of Capital Stock, bonds,
notes, debentures, partnership, joint ventures or other ownership interests or
other securities of such Person, (ii) any deposit (other than deposits
constituting a Permitted Lien) with, or advance, loan or other extension of
credit (other than sales of inventory or services on credit in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms and sales on credit of the type described in clauses (c) or (d) of
Section 9.3) to, such Person or (iii) any other capital contribution to or
investment in such Person, including, without limitation, any obligation
incurred for the benefit of such Person. In determining the aggregate amount of
Investments outstanding at any particular time, (a) the amount of any Investment
represented by a guaranty shall be taken at not less than the maximum principal
amount of the obligations guaranteed and still outstanding; (b) there shall be
deducted in respect of each such Investment any amount received as a return of
capital (but only by repurchase, redemption, retirement, repayment, liquidating
dividend or liquidating distribution); (c) there shall not be deducted in
respect of any Investment any amounts received as earnings on such Investment,
whether as dividends, interest or otherwise; and (d) there shall not be deducted
from the aggregate amount of Investments any decrease in the market value
thereof.

            "Issuing Bank" shall mean Foothill or any Person that is acceptable
to the Agent which shall issue an L/C Undertaking for the account of the
Borrower.

            "Issuing Bank Fees" shall have the meaning given to such term in
Section 4.5(b).

            "Joinder Agreement" shall mean an agreement in the form of Exhibit J
attached hereto.

            "L/C Undertaking" shall mean a participation in, or a reimbursement
or indemnification undertaking with respect to, a Letter of Credit.

            "Lender" shall have the meaning given to such term in the preamble
of this Credit Agreement.


                                       16

            "Lending Party" shall have the meaning given to such term in Section
14.7.

            "Letter of Credit Committed Amount" shall have the meaning given to
such term in Section 3.1.

            "Letter of Credit Documents" shall mean, with respect to any Letter
of Credit, such Letter of Credit, any amendments thereto, any documents
delivered in connection therewith, any application therefor, and any agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for (i) the
rights and obligations of the parties concerned or at risk or (ii) any
collateral security for such obligations.

            "Letter of Credit Fee" shall have the meaning given to such term in
Section 4.5(a).

            "Letter of Credit Obligations" shall mean, at any time, the sum of
(i) the aggregate undrawn amount of all Letters of Credit outstanding at such
time, plus (ii) the aggregate amount of all drawings under Letters of Credit for
which the Issuing Bank has not at such time been reimbursed, paid or repaid,
plus (iii) without duplication, the aggregate amount of all payments made by
each Lender to the Issuing Bank with respect to such Lender's participation in
L/C Undertakings as provided in Section 3.3 for which the Borrower has not at
such time reimbursed the Lenders, whether by way of a Revolving Loan or
otherwise.

            "Letters of Credit" shall mean the stand-by letters of credit issued
by an Underlying Issuer for the account of the Borrower for which an L/C
Undertaking has been provided or undertaken by the Issuing Lender, and all
amendments, renewals, extensions or replacements thereof.

            "Leverage Ratio" shall mean, for any date of determination, the
ratio of (i) GAAP Indebtedness of Borrower and its Subsidiaries (other than CPF
and its Subsidiaries) on that date to (ii) Consolidated EBITDA for the four
quarters ending on such date.

            "LIBOR Deadline" has the meaning set forth in Section 4.8(b)(i).

            "LIBOR Notice" means a written notice in the form of Exhibit D-1.

            "LIBOR Option" has the meaning set forth in Section 4.8(a).

            "LIBOR Rate" means, for each Interest Period for each LIBOR Rate
Loan, the rate per annum determined by Agent (rounded upwards, if necessary, to
the next 1/16%) by dividing (a) the Base LIBOR Rate for such Interest Period, by
(b) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and
as of the effective day of any change in the Reserve Percentage.

            "LIBOR Rate Loan" means each portion of a Revolving Loan or the Term
Loan that bears interest at a rate determined by reference to the LIBOR Rate.


                                       17

            "Lien(s)" shall mean any lien, license, claim, charge, pledge,
security interest, deed of trust, mortgage, or other encumbrance.

            "Loan" or "Loans" shall mean the Revolving Loans and/or the Term
Loans (or a portion of any Revolving Loan or Term Loan), individually or
collectively, as appropriate.

            "Loan Account" shall have the meaning set forth in Section 2.5.

            "Material Adverse Change" shall mean (a) a change in the business,
operations, assets, liabilities or condition (financial or otherwise) of the
Borrower and its Subsidiaries, taken as a whole, or the Collateral, which in
either case would materially and adversely affect the ability of the Borrower
Entities, taken as a whole, to perform their obligations under the Credit
Documents, or (b) a material adverse change in the rights and remedies of the
Agent or any Lender thereunder.

            "Material Adverse Effect" shall mean (a) an effect on the business,
operations, assets, liabilities or condition (financial or otherwise) of the
Borrower and its Subsidiaries, taken as a whole, or the Collateral, which in
either case would materially and adversely affect the ability of the Borrower
Entities, taken as a whole, to perform their obligations under the Credit
Documents, or (b) a material adverse effect on the rights and remedies of the
Agent or any Lender thereunder.

            "Material Contract" shall mean any contract (other than any of the
Credit Documents), whether written or oral, to which the Borrower or any of its
Subsidiaries is a party as to which the breach, nonperformance, cancellation or
failure to renew by any party thereto could reasonably be expected to have a
Material Adverse Effect.

            "Maturity Date" shall mean June 7, 2004.

            "Maximum Credit Line" means $130,000,000, as such amount may be
reduced from time to time pursuant to and in accordance with Section 2.3.

            "Mortgages" shall mean each mortgage, security agreement and fixture
filing, deed of trust or other real estate security document executed in favor
of or for the benefit of the Agent and/or the Lenders to secure any or all of
the Obligations.

            "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA and (i) which is, or within the immediately
preceding six (6) years was, contributed to by the Borrower, any Subsidiary of
the Borrower or any ERISA Affiliate or (ii) with respect to which the Borrower
or any Subsidiary of the Borrower may incur any liability.

            "Net Cash Proceeds" shall mean the aggregate cash proceeds and Cash
Equivalents received by the Borrower or the applicable Subsidiary in respect of
any Asset Disposition, Specified Asset Disposition or Equity Issuance, net of
(a) direct costs (including, without limitation, legal, accounting and
investment banking fees, and sales commissions) and (b) taxes paid or payable as
a result thereof; it being understood that "Net Cash Proceeds" shall include,
without limitation, any cash received upon the sale or other disposition of any
non-cash


                                       18

consideration received by the Borrower in any Asset Disposition, Specified Asset
Disposition or Equity Issuance.

            "Net Liquidation Value" shall mean the value of the Borrower's
trademarks and related rights, as set forth in the Appraisal.

            "Note" or "Notes" shall mean the Revolving Notes and/or the Term
Loan Notes, individually or collectively, as appropriate.

            "Notice of Borrowing" shall have the meaning given to such term in
Section 2.1(d)(i).

            "Obligations" shall mean the Loans, any other loans and advances or
extensions of credit made or to be made by any Lender to the Borrower, or to
others for the Borrower's account in each case pursuant to the terms and
provisions of this Credit Agreement, together with interest thereon (including
interest which would be payable as post-petition interest in connection with any
bankruptcy or similar proceeding) and, including, without limitation, any
reimbursement obligation or indemnity of the Borrower or its Subsidiaries on
account of Letters of Credit and all other Letter of Credit Obligations, and all
indebtedness, fees, liabilities and obligations which may at any time be owing
to the Agent or any Lender pursuant to this Credit Agreement or any other Credit
Document, whether now in existence or incurred from time to time hereafter,
whether unsecured or secured by pledge, Lien upon or security interest in any of
the Borrower's assets or property or the assets or property of any other Person,
whether such indebtedness is absolute or contingent, joint or several, matured
or unmatured, direct or indirect and whether the Borrower or any Subsidiary is
liable to the Agent or any Lender for such indebtedness as principal, surety,
endorser, guarantor or otherwise. Obligations shall also include any other
indebtedness owing to the Agent or any Lender under this Credit Agreement and
the other Credit Documents, the Borrower's liability to any Lender pursuant to
this Credit Agreement as maker or endorser of any promissory note or other
instrument for the payment of money, any liability to the Agent or any Lender
pursuant to this Credit Agreement or any other Credit Document under any
instrument of guaranty or indemnity, or arising under any guaranty, endorsement
or undertaking which the Agent or any Lender may make or issue to others for the
Borrower's account pursuant to this Credit Agreement, including any
accommodation extended with respect to applications for Letters of Credit, and
all liabilities and obligations owing from the Borrower to the Agent or any
Lender, or any affiliate of the Agent or a Lender, arising under Interest Rate
Protection Agreements entered into for the purpose of hedging interest rate risk
under this Credit Agreement.

            "Operative Documents" shall mean the Credit Documents and the
Security Documents.

            "Original Closing Date" shall mean March 7, 2001.

            "Original Credit Agreement" shall have the meaning given to such
term in the recitals to this Credit Agreement.

            "Original Obligations" shall mean "Obligations" as defined in the
Original Credit Agreement.


                                       19

            "Original Term Loans" shall mean "Term Loans" as defined in the
Original Credit Agreement.

            "Other Taxes" shall have the meaning given to such term in Section
2.7(c).

            "PACA" shall mean the Perishable Agricultural Commodities Act, 7
U.S.C. Section 499.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation and any
Person succeeding to the functions thereof.

            "Permitted Acquisitions" shall mean an Acquisition by any Borrower
Entity of an Acquired Company which Acquisition complies with the following
requirements (in each case to the satisfaction of the Agent): (i) the Acquired
Company shall be an operating company that engages in a line of business
substantially similar to the business that one or more Borrower Entities engaged
in on the Original Closing Date, (ii) the Agent shall have received, if
available, a review of the financial condition of the Acquired Company conducted
by a firm of independent certified public accountants of nationally recognized
standing reasonably acceptable to the Agent and such other reports and analyses
in connection with the Acquisition as the Agent may reasonably request and an
internal summary of the results of the Borrower Entity's due diligence and/or
its economic justification for such Acquisition and the bases therefor
(excluding any information in any such report, analyses or summary to which the
attorney client privilege applies), (iii) the Agent shall have completed a field
examination relating to the applicable Acquired Company and the results thereof
are satisfactory to the Agent, (iv) the Agent shall have received all items
required by Sections 7.9, 7.10 and 7.16 in connection with the Acquired Company,
(v) in the case of an Acquisition of the Capital Stock of another Person, the
board of directors (or other comparable governing body) of such other Person
shall have duly approved such Acquisition, (vi) the Borrower shall have
delivered to the Agent a pro forma compliance certificate demonstrating that,
upon giving effect to such Acquisition on a pro forma basis, the Borrower and
its Subsidiaries shall be in compliance with all of the covenants set forth in
Article VIII and no Default or Event of Default shall exist immediately prior to
or immediately after the consummation of the Acquisition, and (viii) the
Borrower shall have delivered to the Agent all Acquisition Documents in
connection with such Permitted Acquisition which documents shall be reasonably
satisfactory to the Agent.

            "Permitted Indebtedness" shall mean Indebtedness which meets all of
the following tests at the time it is incurred: (a) if such Indebtedness is
incurred after the Original Closing Date, the Borrower, on a pro forma basis and
assuming such Indebtedness is incurred, would be in compliance with the
financial covenants set forth herein, (b) after giving effect to the incurrence
of such Indebtedness, the aggregate principal amount of all GAAP Indebtedness of
the Borrower and its Subsidiaries (including without duplication, GAAP
Indebtedness owing under the Credit Documents and GAAP Indebtedness of Excluded
Entities, but excluding Indebtedness owing by the Borrower to CBII and evidenced
by that certain Subordinated Promissory Note dated December 31, 2000 in an
original principal amount equal to $40,000,000) at such time (i) does not exceed
$540,000,000 at any time on a consolidated basis, or (ii) does not, when added,
without duplication, to all Indebtedness of such Persons of the types described
in clauses (f), (g), (j), (l) or (m) of the definition of Indebtedness (but, in
the case of clause (m), excluding Indebtedness of CTP arising solely by virtue
of its role as general partner of Indian


                                       20

River), exceed $565,000,000 at all times, (c) after giving effect to the
incurrence of such Indebtedness, the aggregate principal amount of all GAAP
Indebtedness of the Borrower and its Subsidiaries (including without
duplication, GAAP Indebtedness owing under the Credit Documents and GAAP
Indebtedness of Excluded Entities (other than CPF and its Subsidiaries) but
excluding Indebtedness owing by the Borrower to CBII and evidenced by that
certain Subordinated Promissory Note dated December 31, 2000 in an original
principal amount equal to $40,000,000) at such time (i) does not exceed
$360,000,000 at any time, on a consolidated basis, or (ii) does not, when added,
without duplication, to all Indebtedness of such Persons of the types described
in clauses (f), (g), (j), (l) or (m) of the definition of Indebtedness (but, in
the case of clause (m), excluding Indebtedness of CTP arising solely by virtue
of its role as general partner of Indian River), exceed $385,000,000 at all
times and (d) Indebtedness which consists of:

            (i)         Indebtedness owing to the Agent and the Lenders with
respect to the Revolving Loans, the Term Loans, the Letters of Credit or
otherwise, pursuant to the Credit Documents;


            (ii)        trade payables incurred in the ordinary course of the
business and other payment obligations under grower contracts entered into in
the ordinary course of business;

            (iii)       purchase money Indebtedness (including Capital Leases)
hereafter incurred by the Borrower or any of its Subsidiaries not otherwise
constituting Permitted Indebtedness and incurred to finance the purchase of
fixed assets provided that (A) the total of all such Indebtedness for all such
Persons taken together shall not exceed an aggregate principal amount of
$10,000,000 at any one time outstanding (excluding any such Indebtedness
referred to in clause (v) immediately below); (B) such Indebtedness when
incurred shall not exceed the purchase price of the asset(s) financed; and (C)
no such Indebtedness shall be refinanced for a principal amount in excess of the
principal balance outstanding thereon at the time of such refinancing;

            (iv)        obligations of the Borrower or any of its Subsidiaries
in respect of Hedging Agreements entered into in order to manage existing or
anticipated interest rate or exchange rate risks or commodity price fluctuations
and not for speculative purposes;

            (v)         Indebtedness described on Schedule 1.1D attached hereto
and any refinancings or replacements of such Indebtedness; provided that the
aggregate principal amount of such Indebtedness is not increased, the scheduled
maturity dates of such Indebtedness are not shortened and such refinancing is on
terms and conditions no more restrictive than the terms and conditions of the
Indebtedness being refinanced;

            (vi)        unsecured Indebtedness owing to the Borrower or a
Subsidiary by the Borrower or a Subsidiary, as long as the related Investment is
permitted hereunder;

            (vii)       Indebtedness of Persons who are members of the Chiquita
Fresh European Group as long as (i) such Indebtedness is non-recourse to the
Borrower and each of its Subsidiaries which is not a member of the Chiquita
Fresh European Group, and (ii) such Indebtedness, when added to the aggregate
principal amount of all other Indebtedness of the members of the Chiquita Fresh
European Group (other than Indebtedness described in clause (vi)

                                       21

above), is in an aggregate outstanding principal amount not to exceed
$30,000,000 at any time and is otherwise not prohibited by any document or
instrument to which one or more members of the Chiquita Fresh European Group is
a party;

            (viii)      Indebtedness of Persons who are members of the Chiquita
Fresh Latin American Group as long as (i) such Indebtedness is non-recourse to
the Borrower and each of its Subsidiaries which is not a member of the Chiquita
Fresh Latin American Group and such Indebtedness is otherwise not prohibited by
any document or instrument to which one or more members of the Chiquita Fresh
Latin American Group is a party, and (ii) such Indebtedness, when added to the
aggregate principal amount of all other Indebtedness of the members of the
Chiquita Fresh Latin American Group (but excluding Back-to-Back Loans and other
Indebtedness described in clause (vi) above), is in an aggregate outstanding
principal amount not to exceed $35,000,000 at any time;

            (ix)        Indebtedness of GWF and its Subsidiaries as long as (i)
such Indebtedness is non-recourse to the Borrower and each of its Subsidiaries
(other than GWF) which is not a Subsidiary of GWF and such Indebtedness is
otherwise not prohibited by any document or instrument to which GWF or one or
more of its Subsidiaries is a party and (ii) the aggregate outstanding principal
amount of all such Indebtedness of GWF and its Subsidiaries, when added to the
aggregate principal amount of all other Indebtedness of GWF and its Subsidiaries
(other than Indebtedness described in clause (vi) above), does not exceed
$225,000,000 at any time;

            (x)         Indebtedness of CPF and its Subsidiaries as long as (i)
such Indebtedness is non-recourse to the Borrower and each of its Subsidiaries
(other than CPF) which is not a Subsidiary of CPF and is otherwise not
prohibited by any document or instrument to which CPF or one or more of its
Subsidiaries is a party and (ii) the aggregate outstanding principal amount of
all such Indebtedness of CPF and its Subsidiaries when added to the aggregate
principal amount of all other Indebtedness of CPF and its Subsidiaries (other
than Indebtedness described in clause (vi) above), does not exceed $200,000,000
at any time;

            (xi)        Indebtedness of Frupac or its Subsidiaries as long as
(i) such Indebtedness is non-recourse to the Borrower or any of its Subsidiaries
(other than Frupac) which is not a Subsidiary of Frupac and is otherwise not
prohibited by any document or instrument to which Frupac or one or more of its
Subsidiaries is a party and (ii) the aggregate outstanding principal amount of
all such Indebtedness of Frupac and its Subsidiaries when added to the aggregate
principal amount of all other Indebtedness of Frupac and its Subsidiaries (other
than Indebtedness described in clause (vi) above), does not exceed $25,000,000
at any time;

            (xii)       Indebtedness of PV and its Subsidiaries as long as (i)
such Indebtedness is non-recourse to the Borrower or any of its Subsidiaries
(other than PV) which is not a Subsidiary of PV and is otherwise not prohibited
by any document or instrument to which PV or one or more of its Subsidiaries is
a party and (ii) the aggregate outstanding principal amount of all Indebtedness
of PV and its Subsidiaries, when added to the aggregate principal amount of all
other Indebtedness of PV and its Subsidiaries (other than Indebtedness described
in clause (vi) above) does not exceed $35,000,000 at any time;


                                       22

            (xiii)      Indebtedness of CTP arising solely from its status as a
general partner of Indian River;

            (xiv)       Indebtedness in an amount not to exceed $15,000,000
outstanding at any time incurred by Borrower to finance the payment of insurance
premiums; and

            (xv)        such other Indebtedness as the Required Lenders in their
sole and absolute discretion approve in writing.

            "Permitted Investments" shall mean:

            (i)         Cash Equivalents;

            (ii)        interest-bearing demand or time deposits (including
certificates of deposit) which are insured by the Federal Deposit Insurance
Corporation ("FDIC") or a similar federal insurance program; provided, however,
that the Borrower may, in the ordinary course of business, maintain in its
operating accounts from time to time amounts in excess of then applicable FDIC
or other program insurance limits;

            (iii)       Investments existing on the Original Closing Date and
set forth on Schedule 1.1E attached hereto (including capitalization of any
intercompany advances shown thereon);

            (iv)        advances to officers, directors and employees of CBII,
the Borrower or any of its Subsidiaries for expenses incurred or anticipated to
be incurred in the ordinary course as long as (a) no advances to any one Person
are in excess of $250,000 in the aggregate at any time outstanding (except for a
one-time $750,000 advance to one employee) and (b) all such advances do not
exceed $5,000,000 in the aggregate at any time outstanding;

            (v)         Qualified Investments made in or to a Secured Credit
Party;

            (vi)        Qualified Investments made by Persons other than members
of the Chiquita Fresh European Group in or to one or more Persons who are, as of
the Closing Date, members of the Chiquita Fresh Latin American Group (or Persons
which are Wholly-Owned Subsidiaries of such members of the Chiquita Fresh Latin
America Group) (it being agreed that a Back-to-Back Loan to any member of the
Chiquita Fresh Latin American Group shall, solely for the purposes of this
clause, constitute an Investment in or to such member of the Chiquita Fresh
Latin American Group and not an Investment in or to the applicable lender);

            (vii)       Qualified Investments made by Persons other than members
of the Chiquita Fresh Latin American Group in or to one or more Persons who are,
as of the Closing Date, members of the Chiquita Fresh European Group (or Persons
which are Wholly-Owned Subsidiaries of such members of the Chiquita Fresh
European Group), as long as the aggregate amount thereof made after the Original
Closing Date does not exceed $10,000,000 in any given fiscal year;

            (viii)      Qualified Investments made by Persons who are members of
the Chiquita Fresh European Group in or to one or more Persons who are, as of
the Closing Date, members of


                                       23

the Chiquita Fresh European Group (or Persons which are Wholly-Owned
Subsidiaries of such members of the Chiquita Fresh European Group);

            (ix)        Qualified Investments (other than those permitted
pursuant to clause (vi) above) made by Persons who are members of the Chiquita
Fresh Latin American Group as long as the aggregate outstanding amount thereof
made after the Original Closing Date does not exceed $15,000,000 at any one
time;

            (x)         Qualified Investments (other than those permitted
pursuant to clause (vii) or (viii) above) made by Persons who are members of the
Chiquita Fresh European Group as long as the aggregate outstanding amount
thereof made after the Original Closing Date does not exceed $15,000,000 at any
one time;

            (xi)        Qualified Investments made by the Secured Credit Parties
(other than Investments made in or to a member of the Chiquita Fresh Latin
American Group, members of the Chiquita Fresh European Group, an Excluded Entity
or an Inactive Subsidiary) as long as the aggregate outstanding amount thereof
made after the Original Closing Date does not exceed $15,000,000 at any time;

            (xii)       Investments made at a time when no Event of Default has
occurred and is continuing (other than by Excluded Entities) in independent
growers in the ordinary course of business as long as the aggregate outstanding
balance permitted under this clause (xii) do not exceed $10,000,000 at any time;

            (xiii)      Investments made by one or more Excluded Entities;

            (xiv)       Loans made by the Borrower to Frupac which do not exceed
$25,000,000 outstanding at any time during the months of September to June and
which do not exceed $7,000,000 outstanding at any time during the months of July
and August;

            (xv)        Loans made by Chiquita Banana Company B.V., a
Netherlands company, to CIL;

            (xvi)       Investments made by the Borrower in Citrus to the extent
required to service existing debt of Citrus but not to exceed $1,100,000 in any
fiscal year;

            (xvii)      Investments consisting of securities or debt instruments
which are proceeds of Specified Asset Dispositions or Asset Dispositions (to the
extent permitted by Section 9.3);

            (xviii)     Investments described on Schedule 9.3A;

            (xix)       A loan to CBII for Permitted Restructuring Expenses or
any transfer of funds as permitted by Section 9.6;

            (xx)        such other Investments as the Required Lenders may
approve in their sole discretion;


                                       24


            (xxi)       advances to CTP solely to the extent necessary to permit
CTP to make capital expenditures;

            (xxii)      advances consisting of the payment of insurance premiums
by the Borrower on insurance policies that insure the Borrower and one or more
Subsidiaries, Excluded Entities or CBII, as long as each such advance is repaid
to the Borrower by the applicable Subsidiary (other than Secured Credit
Parties), Excluded Entity or CBII within 90 days after the date on which such
advance was made;

            (xxiii)     advances consisting of payment of insurance claim
deductibles and self-insured retentions by the Borrower on liability insurance
policies that insure the Borrower and one or more Subsidiaries, Excluded
Entities or CBII, provided (a) each such advance is repaid to the Borrower by
the applicable Subsidiary (other than Secured Credit Parties), Excluded Entity
or CBII within 90 days after the date on which such advance was made; and (b)
the aggregate amount of such advances outstanding at any given time, excluding
those made on behalf of the Secured Credit Parties, does not exceed $1,000,000;
and

            (xxiv)      indemnity obligations incurred by the Borrower to secure
the payment of insurance claim deductibles and self-insured retentions and to
support operational bonding obligations of one or more Subsidiaries, Excluded
Entities or CBII, provided that (a) any payment made by the Borrower in
compliance with such indemnity obligation is repaid to the Borrower by the
applicable Subsidiary (other than Secured Credit Parties), Excluded Entity or
CBII within 90 days after the date on which such payment was made, (b) any
letters of credit issued for the account of the Borrower shall be Letters of
Credit; and (c) the aggregate amount of the indemnity obligation of the Borrower
shall not exceed $3,000,000 for Subsidiaries (other than Secured Credit
Parties), Excluded Entities or CBII for any given annual policy year;

            Notwithstanding the foregoing, Permitted Investments shall not
include (i) Investments made in or to an Inactive Subsidiary (other than
Investments permitted pursuant to clauses (iii), (xxii), (xxiii) or (xxiv)
above), (ii) Investments made in or to an Excluded Entity (other than
Investments permitted pursuant to clause (iii), (xiv) or (xvi) or (xxii),
(xxiii) and (xxiv) above and Investments made by an Excluded Entity); (iii)
Investments (other than as described in clause (xix), (xxii), (xxiii) or (xxiv)
above) made in or to CBII or any Subsidiary of CBII which is not the Borrower or
a Subsidiary of the Borrower; and (iv) investments in or to CTP other than those
permitted pursuant to clause (xxi) above.

            "Permitted Liens" shall mean

            (i)         Liens granted to the Agent or the Lenders or any
Affiliate of a Lender pursuant to any Credit Document;

            (ii)        Liens listed on Schedule 1.1C attached hereto;

            (iii)       Liens on fixed assets securing purchase money
Indebtedness (including Capital Leases) to the extent permitted under Section
9.2, provided that (A) any such Lien attaches to such assets concurrently with
or within thirty (30) days after the acquisition thereof and only to the assets
to be acquired and (B) a description of the assets so acquired is furnished to
the Agent;


                                       25

            (iv) Liens of warehousemen, mechanics, materialmen, workers,
repairmen, fillers, packagers, processors, common carriers, landlords and other
similar Liens arising by operation of law or otherwise, not waived in connection
herewith, for amounts that are not yet due and payable or which are being
diligently contested in good faith by the Borrower by appropriate proceedings,
provided that in any such case an adequate reserve is being maintained by the
Borrower for the payment of same;

            (v) attachment or judgment Liens individually or in the aggregate
not in excess of $250,000 (exclusive of (a) any amounts that are duly bonded to
the satisfaction of the Agent in its reasonable judgment or (b) any amount
adequately covered by insurance as to which the insurance company has
acknowledged in writing its obligations for coverage);

            (vi) Liens for taxes, assessments or other governmental charges not
yet due and payable or which are being diligently contested in good faith by the
Borrower by appropriate proceedings, provided that in any such case an adequate
reserve is being maintained by the Borrower for the payment of same in
accordance with GAAP;

            (vii) deposits or pledges to secure obligations under workmen's
compensation, social security or similar laws, or under unemployment insurance;

            (viii) deposits or pledges to secure bids, tenders, contracts (other
than contracts for the payment of money), leases, regulatory or statutory
obligations, surety and appeal bonds and other obligations of like nature
arising in the ordinary course of business;

            (ix) Liens arising from claims under PACA;

            (x) Liens on assets of GWF, CPF, PV or Frupac or their respective
Subsidiaries to secure Indebtedness of one or more of such Persons as long as
the owner of the assets which are the subject of such Liens is the primary
obligor on such Indebtedness (or is a Subsidiary or parent of such primary
obligor, provided that, in the case of a parent, such parent is an Excluded
Entity), as long as the applicable Indebtedness is permitted pursuant to clause
(ix), (x), (xi) or (xii) of the definition of Permitted Indebtedness herein;

            (xi) Liens on assets of a Person (other than on Collateral or assets
intended to constitute Collateral) to secure Indebtedness of such Person
permitted hereunder;

            (xii) Liens on insurance proceeds and unearned insurance premiums
which secure the Permitted Indebtedness described in clause (d)(xiv) of the
defined term "Permitted Indebtedness"; and

            (xiii) such other Liens as the Required Lenders, in their sole and
absolute discretion, approve in writing.

            "Permitted Restructuring Expenses" shall mean payments made on or
before March 31, 2002 to or for the benefit of CBII for legal, investment
banking and other professional fees and related expenses (including court costs)
incurred in connection with the proposed restructuring of CBII's Indebtedness
and which are made at a time when all of the following conditions are satisfied:
(i) no Event of Default has occurred and is continuing (or would be


                                       26

caused thereby); (ii) the average Availability (without giving effect to the
Resolution Block) plus Borrower's and its Subsidiaries' (other than any Excluded
Entity's) unrestricted cash and Cash Equivalents for the thirty (30) day period
ending ten (10) days prior to the date of such payment was at least $20,000,000;
(iii) the amount of such payment, when added to all other payments made during
such fiscal quarter, other than any payment of the "Restructuring Fee" to The
Blackstone Group as contemplated by clause (iv) below and other than any payment
of the fee payable to Houlihan, Lokey, Howard & Zukin as contemplated by clause
(vi) below, does not exceed $3,000,000; provided that if the total of all such
payments made under this clause (iii) in any fiscal quarter shall be less than
$3,000,000, the unutilized portion of such $3,000,000 permitted payment may be
carried forward into subsequent fiscal quarters so long as aggregate payments,
other than any payment of the "Restructuring Fee", of more than $6,000,000 are
not made in any fiscal quarter; (iv) if the payment is to fund payment of the
"Restructuring Fee" owing to The Blackstone Group pursuant to that certain
engagement letter between The Blackstone Group and CBII dated November 6, 2000,
the amount of such payment shall not exceed the lesser of the maximum amount
owing for that fee and $7,600,000; (v) if the payment is made after the
commencement of any bankruptcy, insolvency, arrangement, reorganization,
receivership or similar proceeding by or against CBII, the payment shall be made
by way of a loan from Borrower to CBII which is protected by an appropriate
court order which is acceptable to the Agent and the Required Lenders and
specifically assigned to the Agent as Collateral; and (vi) if the payment is to
CBII to permit CBII to pay the success fee of Houlihan Lokey Howard & Zukin,
such success fee shall not exceed $5,000,000 and prior to the payment of such
success fee the Agent shall have received evidence of the CBII Reorganization
Consummation.

            "Person" shall mean any individual, sole proprietorship,
partnership, joint venture, limited liability company, trust, unincorporated
organization, association, corporation, institution, entity, party or government
(including any division, agency or department thereof), and, as applicable, the
successors, heirs and assigns of each.

            "Plan" shall mean any employee benefit plan, program or arrangement,
whether oral or written, maintained or contributed to by the Borrower or any
Subsidiary, or with respect to which the Borrower or any such Subsidiary may
incur liability.

            "Pledge Agreements" shall mean (i) that certain Stock Pledge
Agreement dated as of the Original Closing Date between the pledgors named
therein and the Agent, (ii) that certain LLC Pledge Agreement dated as of the
Original Closing Date between the pledgors named therein and the Agent and (iii)
each other agreement (other than a Security Agreement) pursuant to which the
equity of any Person is pledged to the Agent to secure the Obligations.

            "Pledged Party" shall mean each Person (other than a Credit Party)
whose equity, in whole or in part, is pledged to the Agent to secure the
Obligations.

            "Pledgor Entity" means each Person which has pledged equity in a
Pledged Party to the Agent to secure the Obligations.

            "Prime Rate" shall mean the rate which Wells Fargo announces from
time to time as its prime lending rate, as in effect from time to time. The
Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. Wells


                                       27

Fargo (and its affiliates) may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.

            "Prime Rate Loan" means each portion of a Revolving Loan or the Term
Loan that bears interest at a rate determined by reference to the Prime Rate.

            "Pro Rata Share" of any Lender means a fraction, the numerator of
which is such Lender's Commitment and the denominator of which is the Aggregate
Commitment; provided, however, in the event all Commitments have been terminated
or reduced to zero, Pro Rata Share shall be determined according to the
Commitments in effect immediately prior to such termination.

            "Proprietary Rights" shall have the meaning given to such term in
Section 6.18.

            "PV" shall mean Produce Ventures, L.L.C., a Delaware limited
liability company.

            "Qualified Investment" means an Investment which meets all of the
following tests: (i) it is made when no Default or Event of Default has occurred
and is continuing (or would be caused thereby), (ii) it is made to a Person
which is Solvent after giving effect to such Investment but ignoring
intercompany liabilities to the Borrower and its Subsidiaries, (iii) if it is a
loan, it is made to a Person which is not subject to any restriction,
contractual or otherwise, that would prohibit or restrain it from returning or
repaying such Investment, (iv) if it is an Investment described in clauses (ix),
(x) and (xi) of the definition of Permitted Investments, it is made when the
Borrower, immediately after giving effect thereto, has Availability of at least
$10,000,000 and (v) if such Investment is an Acquisition, it constitutes a
Permitted Acquisition.

            "Qualified Refinancing" shall mean a refinancing of this Credit
Agreement in which all of the Obligations are paid in full in cash and for which
Ableco or Foothill or an Affiliate thereof is agent.

            "Reportable Event" shall mean any of the events described in Section
4043 of ERISA and the regulations thereunder.

            "Required Lenders" shall mean, at any time, Lenders which are then
in compliance with their obligations hereunder (as determined by the Agent) and
holding in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of
(i) the aggregate Commitments or (ii) if the Commitments have been terminated,
the outstanding Loans and participation interests (including the participation
interests of the Issuing Bank in any Letters of Credit).

            "Reserve Percentage" means, on any day, for any Lender, the maximum
percentage prescribed by the Board of Governors of the Federal Reserve System
(or any successor Governmental Authority) for determining the reserve
requirements (including any basic, supplemental, marginal, or emergency
reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as "eurocurrency liabilities") of that Lender, but so
long as such Lender is not required or directed under applicable regulations to
maintain such reserves, the Reserve Percentage shall be zero.


                                       28

            "Resolution Block" means $10,000,000; provided, however, that such
amount shall be reduced to $0 upon the last to occur of (i) the time at which
the Borrower provides the Agent the documents required to be provided by each
Secured Credit Party pursuant to Section 5.2(b) for each Credit Party (other
than the Secured Credit Parties), (ii) the time at which a plan of
reorganization for CBII (which has been confirmed by an order of the applicable
bankruptcy court) becomes effective, (iii) the time at which the Agent is
satisfied that the Composite Guarantee and Charge dated March 6, 2002 between
the Companies (as defined therein) and the Agent has been filed or registered
with all appropriate Bermuda Governmental Authorities or (iv) the time at which
the Agent has received confirmation (in form and substance satisfactory to the
Agent) from each foreign counsel that has previously provided a legal opinion
regarding one or more Credit Documents, that no additional documents should be
executed or delivered and no additional actions, registrations or filings should
be taken or made under the applicable foreign law or practice to perfect or
protect the Agent and the Lenders or to otherwise afford the Agent and the
Lenders the full benefits intended to be afforded to the Agent and the Lenders
pursuant to this Agreement and the other Credit Documents.

            "Restricted Payment" shall mean (i) any cash dividend or other cash
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of the Borrower or any of its Subsidiaries, as the case may be,
now or hereafter outstanding, (ii) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect, of
any shares of any class of Capital Stock of the Borrower or any of its
Subsidiaries now or hereafter outstanding by the Borrower or any of its
Subsidiaries, as the case may be, except for any redemption, retirement, sinking
funds or similar payment payable solely in such shares of that class of stock or
in any class of stock junior to that class, (iii) any cash payment made to
redeem, purchase, repurchase or retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire any shares of any class
of Capital Stock of the Borrower or any of its Subsidiaries now or hereafter
outstanding, or (iv) any payment to any Affiliate of the Borrower except to the
extent expressly permitted in this Credit Agreement.

            "Retiree Health Plan" shall mean an "employee welfare benefit plan"
within the meaning of Section 3(1) of ERISA that provides benefits to persons
after termination of employment, other than as required by Section 601 of ERISA.

            "Revolving Credit Borrowing Base" shall have the meaning given to
such term in Section 2.1(b)(i).

            "Revolving Credit Borrowing Base Certificate" shall have the meaning
given to such term in Section 7.1(e)(i).

            "Revolving Credit Committed Amount" shall mean, at any time, the
Maximum Credit Line less the principal balance of then outstanding Term Loans.

            "Revolving Loans" shall have the meaning given to such term in
Section 2.1(b).

            "Revolving Notes" shall have the meaning given to such term in
Section 2.1(c).

            "Secured Credit Parties" shall mean each Credit Party which is also
a party to a Security Agreement.


                                       29

            "Securitization" has the meaning specified therefor in Section 2.10.

            "Securitization Party" the meaning specified therefor in Section
2.10.

            "Security Agreements" shall mean (i) the Security Agreement dated as
of the Original Closing Date between the Agent, the Borrower and the obligors
named therein, (ii) the Security Agreement dated as of the Original Closing Date
between the Agent and Chiquita (Canada) Inc., (iii) composite Guarantee and
Charge dated as of the Original Closing Date, as amended, by and among the Agent
and CIL, Banexpro Ltd., Catellia Ltd., Tela Railroad Company Ltd., Financiera
Agricola, Ltd., Financiera Estrella Ltd., and M.M. Holding Ltd. and (iv) each
other agreement (other than a Pledge Agreement) pursuant to which one or more
Persons grant a lien on any or all of their assets to the Agent to secure the
Obligations.

            "Security Documents" shall mean, collectively, the Security
Agreements, the Pledge Agreements, the Mortgages, any Acknowledgment Agreements
and any lockbox agreement or any other tri-party arrangement with respect to the
bank accounts of the Borrower.

            "Settlement Period" shall have the meaning given to such term in
Section 2.1(d)(ii).

            "Solvent" shall mean, with respect to any Person, that (i) the fair
saleable value of such Person's assets exceeds all of its probable liabilities,
(ii) such Person does not have unreasonably small capital in relation to the
business in which it is or proposes to be engaged and (iii) such Person has not
incurred, and does not believe that it will incur, debts beyond its ability to
pay such debts as they become due.

            "Specified Asset Disposition" means each disposition of one or more
of the assets described on Schedule 9.3.

            "Subsidiary" shall mean, as to any Person, (a) any corporation more
than fifty percent (50%) of whose Capital Stock of any class or classes having
by the terms thereof ordinary voting power to elect a majority of the directors
of such corporation (irrespective of whether or not at the time, any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person directly
or indirectly through Subsidiaries, (b) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries has more than a fifty percent (50%) interest in the total capital,
total income and/or total ownership interests of such entity at any time and (c)
any partnership in which such Person is a general partner (it being agreed that
unless otherwise designated, "Subsidiary" shall mean any direct or indirect
"Subsidiary" of the Borrower); provided however, that neither Indian River nor
Heaton Holdings Ltd., a Cayman Islands company, shall constitute a Subsidiary of
the Borrower or any of its Subsidiaries, unless such entity is consolidated with
the Borrower or any of its Subsidiaries in accordance with GAAP.

            "Taxes" shall mean any federal, state, local or foreign income,
sales, use, transfer, payroll, personal, property, occupancy, franchise or other
tax, levy, impost, fee, imposition, assessment or similar charge, together with
any interest or penalties thereon.


                                       30


            "Term Loans" shall have the meaning given to such term in Section
2.2(a).

            "Term Loan Committed Amount" shall mean the aggregate term loan
facility extended by the Lenders to the Borrower for Term Loans pursuant to and
in accordance with the terms of this Credit Agreement, in an amount up to
$70,000,000, as such term loan facility shall be reduced in accordance with
Section 2.3(c).

            "Term Loan Notes" shall have the meaning given to such term in
Section 2.2(e) hereof.

            "Termination Event" shall mean (i) a Reportable Event with respect
to any Benefit Plan or Multiemployer Plan; (ii) the withdrawal of the Borrower,
any Subsidiary of the Borrower or any ERISA Affiliate from a Benefit Plan during
a plan year in which such entity was a "substantial employer" as defined in
Section 4001(a)(2) of ERISA; (iii) the providing of notice of intent to
terminate a Benefit Plan pursuant to Section 4041 of ERISA; (iv) the institution
by the PBGC of proceedings to terminate a Benefit Plan or Multiemployer Plan;
(v) any event or condition (a) which might constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer,
any Benefit Plan or Multiemployer Plan, or (b) that may result in termination of
a Multiemployer Plan pursuant to Section 4041A of ERISA; or (vi) the partial or
complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of
the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a
Multiemployer Plan.

            "Trademark License Agreement" shall mean that certain Trademark
License Agreement dated November 1, 2001, by and between the Borrower and CIL.

            "Trademark Note" shall mean that certain Promissory Note executed by
CIL in favor of the Borrower dated November 1, 2001."

            "Tropical Farms" means farms (and related assets, including farm
land held in reserve but not currently planted) located in Guatemala, Chile,
Colombia, Panama, Honduras, Costa Rica, Guadeloupe, Martinique or Ivory Coast on
which bananas, plantains and similar produce is grown.

            "Unallocated CBII Overhead" shall mean the following overhead and
disbursements of CBII, but only to the extent that they are not otherwise
allocated to the Borrower and its consolidated Subsidiaries: salaries, pension
and benefit expenses, taxes (other than taxes on income or revenue), insurance
costs, legal expenses, communication and maintenance fees, travel expenses,
outside accounting fees, headquarter office expenses, deferred compensation and
non-contractual severance expenses, but excluding Permitted Restructuring
Expenses and principal, interest and other fees related to any Indebtedness.

            "Underlying Issuer" means a third Person which is the beneficiary of
an L/C Undertaking and which has issued a Letter of Credit at the request of the
Issuing Bank for the benefit of the Borrower.

            "Voting Stock" shall mean, with respect to any Person, Capital Stock
issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote


                                       31

for the election of directors (or persons performing similar functions) of such
Person, even though the right so to vote has been suspended by the happening of
such a contingency.

            "Wells Fargo" has the meaning set forth in the preamble hereto.

            "Wholly-Owned Subsidiary" of a Person means each entity in which
(other than directors' qualifying shares or the equivalent thereof required by
law) one hundred percent (100%) of the outstanding equity interests are directly
owned, beneficially and of record, by such Person or by one or more of such
Person's Wholly-Owned Subsidiaries.

      1.2   ACCOUNTING TERMS AND DETERMINATIONS

            Unless otherwise defined or specified herein, all accounting terms
shall be construed herein and all accounting determinations for purposes of
determining compliance with Sections 8.1 through 8.5 hereof and otherwise to be
made under this Credit Agreement shall be made in accordance with GAAP applied
on a basis consistent in all material respects with the Financials. All
financial statements required to be delivered hereunder from and after the
Original Closing Date and all financial records shall be maintained in
accordance with GAAP as in effect as of the date of such financial statements.
If GAAP shall change from the basis used in preparing the Financials, the
certificates required to be delivered pursuant to Section 7.1 demonstrating
compliance with the covenants contained herein shall include calculations
setting forth the adjustments necessary to demonstrate how the Borrower is in
compliance with the financial covenants based upon GAAP as in effect as of the
date of the Financials. If the Borrower shall change its method of inventory
accounting, all calculations necessary to determine compliance with the
covenants contained herein shall be made as if such method of inventory
accounting had not been so changed. If the Borrower's financial statements or
the calculation of the covenants contained herein are impacted by "fresh start"
accounting as a result of or pursuant to the reorganization or restructuring of
CBII, the Borrower, the Agent and the Lenders agree to amend the provisions
hereof so that the criteria for evaluating the Borrower's financial condition
and performance will be the same as if such impact had not occurred.

      1.3   OTHER DEFINITIONAL TERMS.

            Terms not otherwise defined herein which are defined in the Uniform
Commercial Code as in effect in the State of New York from time to time (the
"Code") shall have the meanings given them in the Code. The words "hereof",
"herein" and "hereunder" and words of similar import when used in this Credit
Agreement shall refer to the Credit Agreement as a whole and not to any
particular provision of this Credit Agreement, unless otherwise specifically
provided. References in this Credit Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits
of or to this Credit Agreement unless otherwise specifically provided. Any of
the terms defined in Section 1.1 may, unless the context otherwise requires, be
used in the singular or plural depending on the reference. "Include", "includes"
and "including" shall be deemed to be followed by "without limitation" whether
or not they are in fact followed by such words or words of like import.
"Writing", "written" and comparable terms refer to printing, typing, computer
disk, e-mail and other means of reproducing words in a visible form. References
to any agreement or contract are to such agreement or contract as amended,
modified or supplemented from time to time in


                                       32

accordance with the terms hereof and thereof. References to any Person include
the successors and permitted assigns of such Person. References "from" or
"through" any date mean, unless otherwise specified, "from and including" or
"through and including", respectively. References to any times herein shall
refer to Eastern Standard time or Eastern Daylight time, as then in effect.

                                  ARTICLE II.

                                      LOANS

      2.1   REVOLVING LOANS.

            (a)   Commitment. Subject to the terms and conditions hereof and in
reliance upon the representations and warranties set forth herein, each of the
Lenders severally agrees to lend to the Borrower at any time or from time to
time on or after the Closing Date and before the Maturity Date, such Lender's
Pro Rata Share of the Revolving Loans as may be requested or deemed requested by
the Borrower.

            (b)   Determination of Revolving Credit Borrowing Base.

                  (i)   The Lenders agree, subject to the terms and conditions
      of this Credit Agreement, from time to time, to make loans and advances to
      the Borrower hereunder on a revolving basis. Such loans and advances to
      the Borrower (each, a "Revolving Loan"; and collectively, the "Revolving
      Loans") together with the Letter of Credit Obligations outstanding with
      respect to the Letters of Credit shall not in the aggregate exceed the
      least of ( the "Revolving Credit Borrowing Base"):

                        (A)   the Revolving Credit Committed Amount at such time
                  minus the aggregate amount of all Asset Sale Blocks, the
                  Insurance Premium Block, the Resolution Block and all Farm
                  Sale Blocks then in place;

                        (B)   twenty-five percent (25%) of the Net Liquidation
                  Value minus the aggregate amount of all Asset Sale Blocks, the
                  Insurance Premium Block, the Resolution Block and all Farm
                  Sale Blocks then in place;

                        (C)   the following amount:

                                    (1)   an amount up to eighty-five percent
                        (85%) of Eligible Accounts Receivable; plus

                                    (2)   twenty percent (20%) of the Net
                        Liquidation Value, minus

                                    (3)   the aggregate amount of reserves
                        established by the Agent from time to time in its sole
                        discretion, exercised in a commercially reasonable
                        manner and in good faith, including,


                                       33

                        without limitation, reserves for claims under PACA
                        (including, without limitation, a reserve in an amount
                        equal to all amounts then owed to Persons other than CIL
                        for the purchase of bananas and plantains) and reserves
                        for accruals to be paid to customers, minus

                                    (4)   the aggregate amount of all Asset
                        Sale Blocks, the Insurance Premium Block, the Resolution
                        Block and all Farm Sale Blocks then in place; or

                        (D)   the amount equal to Consolidated EBITDA of the
                  Borrower and its Subsidiaries (other than CPF and its
                  Subsidiaries) as of the most recently completed twelve fiscal
                  month period for which information is available (exclusive of
                  unusual items as determined in accordance with GAAP and
                  non-cash items to the extent not already excluded in
                  determining Consolidated EBITDA) minus the sum of (1) the
                  outstanding principal balance of the Term Loan and (2) the
                  aggregate amount of all Asset Sale Blocks, the Insurance
                  Premium Block, the Resolution Block and all Farm Sale Blocks
                  then in place.

Subject to the relevant terms and provisions set forth herein, the Agent at all
times shall have the right to reduce or increase the advance rates (but not in
excess of the advance rates set forth in the definition of Revolving Credit
Borrowing Base) and standards of eligibility under this Credit Agreement, in
each case in its sole discretion, exercised in a commercially reasonable manner
and in good faith, if the Agent shall determine in its reasonable credit
judgment that there is a risk that the Obligations may be undersecured as a
result of a change in the condition or valuation of the Collateral. Such
reduction or increase shall become effective after one (1) Business Day's prior
notice from the Agent to the Borrower and the Lenders. Each Lender expressly
authorizes the Agent to determine, subject to the terms of this Credit
Agreement, on behalf of such Lender whether or not Accounts shall be deemed to
constitute Eligible Accounts Receivable.

                  (ii)  No Lender shall be obligated at any time to make
         available to the Borrower its Pro Rata Share of any requested Revolving
         Loan if such amount plus its Pro Rata Share of all Revolving Loans,
         Letter of Credit Obligations and Term Loans then outstanding would
         exceed such Lender's Commitment at such time. No Lender shall be
         obligated to make available, nor shall the Agent make available, any
         Revolving Loans to the Borrower to the extent such Revolving Loan when
         added to the then outstanding Revolving Loans and all Letter of Credit
         Obligations would cause the aggregate outstanding Revolving Loans and
         all Letter of Credit Obligations to exceed the Revolving Credit
         Borrowing Base. The Borrower shall promptly repay to the Agent for the
         account of the Lenders from time to time the full amount of the excess,
         if any of (A) the amount of all Revolving Loans and Letter of Credit
         Obligations outstanding over (B) the lesser of (1) the Revolving Credit
         Committed Amount at such time and (2) the Revolving Credit Borrowing
         Base.


                                       34

            (c)   Revolving Notes. The obligations to repay the Revolving Loans
and to pay interest thereon shall be evidenced by separate promissory notes of
the Borrower to each Lender in substantially the form of Exhibit C-1 attached
hereto (the "Revolving Notes"), with appropriate insertions, one Revolving Note
being payable to the order of each Lender in a principal amount equal to such
Lender's Revolving Credit Committed Amount and representing the obligations of
the Borrower to pay such Lender the amount of such Lender's Revolving Credit
Committed Amount or, if less, the aggregate unpaid principal amount of all
Revolving Loans made by such Lender hereunder, plus interest accrued thereon, as
set forth herein. The Borrower irrevocably authorizes each Lender to make or
cause to be made appropriate notations on its Revolving Note, or on a record
pertaining thereto, reflecting Revolving Loans and repayments thereof. The
outstanding amount of the Revolving Loans set forth on such Lender's Revolving
Note or record shall be prima facie evidence of the principal amount thereof
owing and unpaid to such Lender, but the failure to make such notation or
record, or any error in such notation or record shall not limit or otherwise
affect the obligations of the Borrower hereunder or under any Revolving Note to
make payments of principal of or interest on any Revolving Note when due.

            (d)   Borrowings under Revolving Notes.

                  (i)   Subject to Section 4.8(b)(i), each request for
      borrowings hereunder shall be made by a notice in the form attached hereto
      as Exhibit D from the Borrower to the Agent (a "Notice of Borrowing"),
      given not later than 11:00 a.m. on the Business Day on which the proposed
      borrowing is requested to be made for Revolving Loans. Each Notice of
      Borrowing shall be given by either telephone or telecopy, and, if
      requested by the Agent, confirmed in writing if by telephone, setting
      forth (1) the requested date of such borrowing, (2) the aggregate amount
      of such requested borrowing, (3) certification by the Borrower that it has
      complied in all respects with Article 5, all of which shall be specified
      in such manner as is necessary to comply with all limitations on Revolving
      Loans outstanding hereunder (including, without limitation, availability
      under the Revolving Credit Borrowing Base) and (4) the account at which
      such requested funds should be made available. Each Notice of Borrowing
      shall be irrevocable by and binding on the Borrower. The Borrower shall be
      entitled to borrow Revolving Loans in a minimum principal amount of
      $1,000,000 and integral multiples of $500,000 in excess thereof (or the
      remaining amount of the Revolving Credit Committed Amount at such time, if
      less). Revolving Loans may be repaid and reborrowed in accordance with the
      provisions hereof.

            The Agent shall give to each Lender prompt notice (but in no event
      later than 2:00 p.m. on the date of the Agent's receipt of notice from the
      Borrower) of each Notice of Borrowing by telecopy, telex or cable (other
      than any Notice of Borrowing which will be funded by the Agent in
      accordance with subsection (d)(ii) below). No later than 3:00 p.m. on the
      date on which a borrowing is requested to be made pursuant to the
      applicable Notice of Borrowing, each Lender will make available to the
      Agent at the address of the Agent set forth on the signature pages hereto,
      in immediately available funds, its Pro Rata Share of such borrowing
      requested to be made. Unless the Agent shall have been notified by any
      Lender prior to the date of borrowing that such Lender does not intend to
      make available to the Agent its portion of the borrowing to be made on
      such


                                       35

      date, the Agent may assume that such Lender will make such amount
      available to the Agent as required above and the Agent may, in reliance
      upon such assumption, make available the amount of the borrowing to be
      provided by such Lender. Upon fulfillment of the conditions set forth in
      Article V for such borrowing, the Agent will make such funds available to
      the Borrower at the account specified by the Borrower in such Notice of
      Borrowing.

                  (ii)  Because the Borrower anticipates requesting borrowings
      of Revolving Loans on a daily basis and repaying Revolving Loans on a
      daily basis through the collection of Accounts and the proceeds of other
      Collateral, resulting in the amount of outstanding Revolving Loans
      fluctuating from day to day, in order to administer the Revolving Loans in
      an efficient manner and to minimize the transfer of funds between the
      Agent and the Lenders, the Lenders hereby instruct the Agent, and the
      Agent may (but is not obligated to) (A) make available, on behalf of the
      Lenders, the full amount of all Revolving Loans requested by the Borrower
      not to exceed $20,000,000 in the aggregate at any one time outstanding
      without requiring that the Borrower give the Agent a Notice of Borrowing
      with respect to such borrowing and without giving each Lender prior notice
      of the proposed borrowing, of such Lender's Pro Rata Share thereof and the
      other matters covered by the Notice of Borrowing and (B) if the Agent has
      made any such amounts available as provided in clause (A), upon repayment
      of Revolving Loans by the Borrower, apply such amounts repaid directly to
      the amounts made available by the Agent in accordance with clause (A) and
      not yet settled as described below; provided that the Agent shall not
      advance funds as described in clause (A) above if the Agent has actually
      received prior to such borrowing (1) an officer's certificate from the
      Borrower pursuant to and in accordance with Section 7.1(j) that a Default
      or Event of Default is in existence or (2) a Notice of Borrowing from the
      Borrower wherein the certification provided therein states that the
      conditions to the making of the requested Revolving Loans have not been
      satisfied or (3) a written notice from any Lender that the conditions to
      such borrowing have not been satisfied, which officer's certificate,
      Notice of Borrowing or notice, in each case, shall not have been
      rescinded. If the Agent advances Revolving Loans on behalf of the Lenders,
      as provided in the immediately preceding sentence, the amount of
      outstanding Revolving Loans and each Lender's Pro Rata Share thereof shall
      be computed weekly rather than daily and shall be adjusted upward or
      downward on the basis of the amount of outstanding Revolving Loans as of
      5:00 p.m. on the Business Day immediately preceding the date of each
      computation; provided, however, that the Agent retains the absolute right
      at any time or from time to time to make the aforedescribed adjustments at
      intervals more frequent than weekly. The Agent shall deliver to each of
      the Lenders after the end of each week, or such lesser period or periods
      as the Agent shall determine, a summary statement of the amount of
      outstanding Revolving Loans for such period (such week or lesser period or
      periods being hereafter referred to as a "Settlement Period"). If the
      summary statement is sent by the Agent and received by the Lenders prior
      to 12:00 Noon on any Business Day each Lender shall make the transfers
      described in the next succeeding sentence no later than 3:00 p.m. on the
      day such summary statement was sent; and if such summary statement is sent
      by the Agent and received by the Lenders after 12:00 Noon on any Business
      Day, each Lender shall make such transfers no later than 3:00 p.m. on the
      next succeeding Business Day. If in any Settlement Period, the amount of a
      Lender's Pro Rata Share of the Revolving
                                       36

      Loans is in excess of the amount of Revolving Loans actually funded by
      such Lender, such Lender shall forthwith (but in no event later than the
      time set forth in the next preceding sentence) transfer to the Agent by
      wire transfer in immediately available funds the amount of such excess;
      and, on the other hand, if the amount of a Lender's Pro Rata Share of the
      Revolving Loans in any Settlement Period is less than the amount of
      Revolving Loans actually funded by such Lender, the Agent shall forthwith
      transfer to such Lender by wire transfer in immediately available funds
      the amount of such difference. The obligation of each of the Lenders to
      transfer such funds shall be irrevocable and unconditional and without
      recourse to or warranty by the Agent. Each of the Agent and the Lenders
      agree to mark their respective books and records at the end of each
      Settlement Period to show at all times the dollar amount of their
      respective Pro Rata Shares of the outstanding Revolving Loans. Because the
      Agent on behalf of the Lenders may be advancing and/or may be repaid
      Revolving Loans prior to the time when the Lenders will actually advance
      and/or be repaid Revolving Loans, interest with respect to Revolving Loans
      shall be allocated by the Agent to each Lender (including the Agent) in
      accordance with the amount of Revolving Loans actually advanced by and
      repaid to each Lender (including the Agent) during each Settlement Period
      and shall accrue from and including the date such Revolving Loans are
      advanced by the Agent to but excluding the date such Revolving Loans are
      repaid by the Borrower in accordance with Section 2.4 or actually settled
      by the applicable Lender as described in this Section 2.1(d)(ii).

                  (iii) If the amounts described in subsection (d)(i) or (d)(ii)
      of this Section 2.1 are not in fact made available to the Agent by a
      Lender (such Lender being hereinafter referred to as a "Defaulting
      Lender") and the Agent has made such amount available to the Borrower, the
      Agent shall be entitled to recover such corresponding amount on demand
      from such Defaulting Lender. If such Defaulting Lender does not pay such
      corresponding amount forthwith upon the Agent's demand therefor, the Agent
      shall promptly notify the Borrower and the Borrower shall immediately (but
      in no event later than five (5) Business Days after such demand) pay such
      corresponding amount to the Agent. The Agent shall also be entitled to
      recover from such Defaulting Lender and the Borrower, (A) interest on such
      corresponding amount in respect of each day from the date such
      corresponding amount was made available by the Agent to the Borrower to
      the date such corresponding amount is recovered by the Agent, at a rate
      per annum equal to either (1) if paid by such Defaulting Lender, the
      overnight Federal Funds Rate or (2) if paid by the Borrower, the then
      applicable rate of interest, calculated in accordance with Section 4.1,
      plus (B) in each case, an amount equal to any costs (including legal
      expenses) and losses incurred as a result of the failure of such
      Defaulting Lender to provide such amount as provided in this Credit
      Agreement. Nothing herein shall be deemed to relieve any Lender from its
      obligation to fulfill its commitments hereunder or to prejudice any rights
      which the Borrower may have against any Lender as a result of any default
      by such Lender hereunder, including, without limitation, the right of the
      Borrower to seek reimbursement from any Defaulting Lender for any amounts
      paid by the Borrower under clause (B) above on account of such Defaulting
      Lender's default.

                  (iv)  The failure of any Lender to make the Revolving Loan to
      be made by it as part of any borrowing shall not relieve any other Lender
      of its obligation, if any, hereunder to make its Revolving Loan on the
      date of such borrowing, but no Lender shall


                                       37

      be responsible for the failure of any other Lender to make the Revolving
      Loan to be made by such other Lender on the date of any borrowing.

                  (v)   Each Lender shall be entitled to earn interest at the
      then applicable rate of interest, calculated in accordance with Article
      IV, on outstanding Revolving Loans which it has funded to the Agent from
      the date such Lender funded such Revolving Loan to, but excluding, the
      date on which such Lender is repaid with respect to such Revolving Loan.

                  (vi)  Notwithstanding the obligation of the Borrower to send
      written confirmation of a Notice of Borrowing made by telephone if and
      when requested by the Agent, in the event that the Agent agrees to accept
      a Notice of Borrowing made by telephone, such telephonic Notice of
      Borrowing shall be binding on the Borrower whether or not written
      confirmation is sent by the Borrower or requested by the Agent. The Agent
      may act prior to the receipt of any requested written confirmation,
      without any liability whatsoever, based upon telephonic notice believed by
      the Agent in good faith to be from the Borrower or its agents. The Agent's
      records of the terms of any telephonic Notices of Borrowing shall be
      conclusive on the Borrower in the absence of gross negligence or willful
      misconduct on the part of the Agent in connection therewith.

      2.2   TERM LOANS.

            (a)   Term Loan Commitments. Immediately prior to the date hereof,
the aggregate outstanding principal amount of the Original Term Loans was
$69,800,000. Subject to the terms and conditions hereof and in reliance upon the
representations and warranties set forth herein, on the date hereof the Original
Term Loans shall be increased by an amount equal to $200,000 and the resulting
balance of the Original Term Loans equal to $70,000,000 shall be converted to
and restated as Term Loans outstanding hereunder effective on the Closing Date.
Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan
Committed Amount shall be automatically and permanently reduced by the amount of
Term Loans made.

            (b)   [INTENTIONALLY DELETED]

            (c)   [INTENTIONALLY DELETED]

            (d)   Repayment of Term Loans. The principal amount of the Term
Loans shall be repaid in consecutive monthly payments on the first day of each
calendar month commencing with the first day of October, 2002 and continuing
thereafter until the Term Loans are repaid in full. The amount of each such
payment (other than the final payment) shall equal $1,250,000. The amount of the
final payment shall be an amount equal to the then outstanding principal balance
of the Term Loans.

            (e)   Term Notes. The obligations to repay the Term Loans and to pay
interest thereon shall be evidenced by separate promissory notes of the Borrower
to each Lender in substantially the form of Exhibit C-2 attached hereto (the
"Term Loan Notes"), with appropriate insertions, one Term Loan Note being
payable to the order of each Lender in a principal amount equal to such Lender's
Pro Rata Share of the Term Loans and representing the obligations of the
Borrower to pay such Lender the amount of such Lender's Pro Rata Share of the
Term Loans or,


                                       38

if less, the aggregate unpaid principal amount of the Term Loans made by such
Lender hereunder, plus interest accrued thereon, as set forth herein. The
Borrower irrevocably authorizes each Lender to make or cause to be made
appropriate notations on its Term Loan Note, or on a record pertaining thereon,
reflecting Term Loans and repayments thereof. The outstanding amount of the Term
Loans set forth on such Lender's Term Loan Note or record shall be prima facie
evidence of the principal amount thereof owing and unpaid to such Lender, but
the failure to make such notation or record, or any error in such notation or
record shall not limit or otherwise affect the obligations of the Borrower
hereunder or under any Term Loan Note to make payments of principal of or
interest on any Term Loan Note when due.

      2.3   OPTIONAL AND MANDATORY PREPAYMENTS.

            (a)   Voluntary Prepayments. Except as set forth below, the Borrower
shall have the right to prepay Loans in whole or in part from time to time,
without premium or penalty; provided, however, that each such partial prepayment
of Loans shall be in a minimum principal amount of $1,000,000 and integral
multiples of $500,000 in excess thereof. Subject to the foregoing terms, amounts
prepaid under this Section 2.3(a) shall be applied first to Revolving Loans and
then to the Term Loans. Voluntary prepayments on Term Loans shall not be
permitted unless, immediately prior to such prepayment, the aggregate
Commitments are equal to the then outstanding principal amount of the Term
Loans. All voluntary prepayments of the Term Loans shall be applied to the
remaining principal installments thereof in the inverse order of maturity
thereof. The Borrower has the option, at any time upon ninety (90) days prior
written notice to Agent, to terminate this Credit Agreement by paying to Agent,
in cash, the Obligations (including either (i) providing cash collateral to be
held by Agent in an amount equal to one hundred five percent (105%) of the then
extant Letter of Credit Obligations, or (ii) causing the original Letters of
Credit to be returned to the Issuing Bank), in full, together with the
Applicable Prepayment Premium (which may be allocated based upon letter
agreements between Agent and individual Lenders). If the Borrower has sent a
notice of termination pursuant to the provisions of this section, then the
Commitments shall terminate and the Borrower shall be obligated to repay the
Obligations (including either (i) providing cash collateral to be held by Agent
in an amount equal to one hundred five percent (105%) of the then extant Letter
of Credit Obligations, or (ii) causing the original Letters of Credit to be
returned to the Issuing Bank (with an applicable authorization to cancel such
Letters of Credit), in full, together with the Applicable Prepayment Premium, on
the date set forth as the date of termination of this Credit Agreement in such
notice. In the event of the termination of this Credit Agreement and repayment
of the Obligations at any time prior to the Maturity Date, for any other reason,
including (a) termination after the occurrence of an Event of Default, (b)
foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency
or bankruptcy related proceeding, or (iv) restructure, reorganization or
compromise of any or all of the Obligations by the confirmation of a plan of
reorganization or any other plan of compromise, restructuring, or arrangement in
any insolvency or bankruptcy related proceeding, then, in view of the
impracticability and extreme difficulty of ascertaining the actual amount of
damages to the Agent and the Lenders or profits lost by the Agent and the
Lenders as a result of such early termination, and by mutual agreement of the
parties as to a reasonable estimation and calculation of the lost profits or
damages of the Agent and the Lenders, Borrower shall pay the Applicable
Prepayment Premium to Agent (which may be allocated based upon letter agreements
between Agent and individual Lenders).


                                       39

            (b)   Mandatory Prepayments.

                  (i)   Revolving Credit Committed Amount. If at any time, the
      sum of the aggregate principal amount of outstanding Revolving Loans plus
      Letter of Credit Obligations outstanding shall exceed the amount of the
      Revolving Credit Borrowing Base, the Borrower immediately shall prepay,
      subject to Section 4.8(c), the Revolving Loans, and (after all Revolving
      Loans have been repaid) cash collateralize the Letter of Credit
      Obligations, in an amount sufficient to eliminate such excess.

                  (ii)  Asset Loss. To the extent of Net Cash Proceeds received
      in connection with an Asset Loss, the Borrower shall prepay the Loans in
      an amount equal to one hundred percent (100%) of such Net Cash Proceeds
      unless the Agent shall have elected not to apply the proceeds realized
      from such Asset Loss to the prepayment of the Loans (any such prepayment
      under this Section 2.3(b)(ii) to be applied, subject to Section 4.8(c), as
      set forth in clause (v) below).

                  (iii) Asset Transfers. Promptly and in any event within one
      (1) day following the occurrence of any Asset Disposition, the Borrower
      shall prepay the Loans in an aggregate amount equal to one hundred percent
      (100%) of the Net Cash Proceeds of the such Asset Disposition (any such
      prepayment under this Section 2.3(b)(iii) to be applied, subject to
      Section 4.8(c), as set forth in clause (v) below); unless the Net Cash
      Proceeds of an Asset Disposition do not exceed $1,000,000, in which case,
      the Borrower shall prepay the Loans within thirty (30) days of the end of
      the fiscal month in which such Asset Disposition took place. Promptly and
      in any event within one (1) day following the occurrence of any Specified
      Asset Disposition, the Borrower shall prepay the Loans in an aggregate
      amount equal to the greater of (a) seventy-five percent (75%) of the Net
      Cash Proceeds of such Specified Asset Disposition or (b) the amount set
      forth opposite the description of the applicable assets on Schedule 9.3
      (any such prepayment under this Section 2.3(b)(iii) to be applied, subject
      to Section 4.8(c), as set forth in clause (v) below).

                  (iv)  Issuances of Equity. Promptly and in any event within
      five (5) days following the receipt by the Borrower of Net Cash Proceeds
      from any Equity Issuance occurring after the Original Closing Date, the
      Borrower shall prepay the Loans in an aggregate amount equal to one
      hundred percent (100%) of the Net Cash Proceeds of such Equity Issuance
      (any such prepayment under this Section 2.3(b)(iv) to be applied, subject
      to Section 4.8(c), as set forth in clause (v) below). Promptly and in any
      event within one (1) day following the receipt of any payment under or
      pursuant to the Trademark License Agreement or Trademark Note, the
      Borrower shall prepay the Loans in an aggregate amount equal to one
      hundred percent (100%) of the Net Cash Proceeds received (any such payment
      under this Section 2.3(b)(iv) to be applied, subject to Section 4.8(c), as
      set forth in clause (v) below); provided however, if, at the time of such
      receipt no Default or Event of Default has occurred and is continuing, no
      such prepayment shall be required pursuant to this sentence.

                  (v)   Application of Mandatory Prepayments. All amounts
      required to be paid pursuant to this Section 2.3(b) shall be applied,
      subject to Section 4.8(c), as


                                       40

      follows: (A) with respect to all amounts prepaid pursuant to Section
      2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been
      repaid) to a cash collateral account in respect of Letter of Credit
      Obligations, (B) with respect to all amounts prepaid pursuant to Section
      2.3(b)(ii) in connection with an Asset Loss, (1) first to the Term Loans,
      to be applied to the remaining principal installments thereof in the
      inverse order of maturity and (2) second to the Revolving Loans and (after
      all Revolving Loans have been repaid) to a cash collateral account in
      respect of Letter of Credit Obligations, (C) with respect to all amounts
      prepaid pursuant to Section 2.3(b)(iii), (1) first to the Term Loans, to
      be applied to the remaining principal installments thereof in the inverse
      order of maturity, and (2) second to the Revolving Loans and (after all
      Revolving Loans have been repaid) to a cash collateral account in respect
      of Letter of Credit Obligations and (D) with respect to all amounts
      prepaid pursuant to Section 2.3(b)(iv), unless the Borrower shall
      otherwise elect a different application in its discretion (1) first to the
      Revolving Loans and (after all Revolving Loans have been repaid) to a cash
      collateral account in respect of Letter of Credit Obligations and (2)
      second to the Term Loans, to be applied pro rata to the remaining
      principal installments thereof. So long as no Event of Default shall have
      occurred and be continuing, amounts on deposit in any cash collateral
      account in respect of Letter of Credit Obligations shall be remitted
      promptly to the Borrower upon satisfaction of such Letter of Credit
      Obligations. Upon and during the continuance of an Event of Default,
      amounts on deposit in any cash collateral account in respect of Letter of
      Credit Obligations shall be applied in accordance with the Security
      Agreement. Upon each application of funds pursuant to this Section
      2.3(b)(v) (other than pursuant to clause 2.3(b)(v)(A)) to the Term Loans,
      Revolving Loans or to a cash collateral account in respect of Letter of
      Credit Obligations, (i) the Maximum Credit Line shall be reduced by the
      amount so applied and (ii) each Lender's Commitment shall be reduced by
      its Pro Rata Share of the amount so applied.

            (c)   Voluntary Reductions. The Borrower may from time to time
permanently reduce or terminate the Maximum Credit Line in whole or in part (in
minimum aggregate amounts of $5,000,000 or in integral multiples of $5,000,000
in excess thereof (or, if less, the full remaining amount of the then applicable
Commitments)) upon three (3) Business Days' prior written notice to the Agent;
provided, however, that no such termination or reduction shall be made which
would cause the aggregate principal amount of (i) Term Loans to exceed the
Maximum Credit Line or (ii) Revolving Loans plus Letter of Credit Obligations
outstanding to exceed the Revolving Credit Borrowing Base, unless, concurrently
with such termination or reduction, Loans are repaid to the extent necessary to
eliminate such excess. The Agent shall promptly notify each affected Lender of
receipt by the Agent of any notice from the Borrower pursuant to this Section
2.3(c). Upon each reduction in the Maximum Credit Line, each Lender's Commitment
shall be reduced by its Pro Rata Share of the amount of such reduction.

            (d)   Maturity Date. The Commitments of the Lenders and the Letter
of Credit Commitment of the Issuing Bank shall automatically terminate on the
Maturity Date.

      2.4   PAYMENTS AND COMPUTATIONS.

            (a)   The Borrower shall make each payment hereunder and under the
Notes not later than 2:00 p.m. on the day when due. Payments made by the
Borrower shall be in


                                       41

Dollars to the Agent at its address referred to in Section 14.5 hereof in
immediately available funds without deduction, withholding, setoff or
counterclaim. As soon as practicable after the Agent receives payment from the
Borrower, but in no event later than one (1) Business Day after such payment has
been made, subject to Section 2.1(d)(ii), the Agent will cause to be distributed
like funds relating to the payment of principal, interest, or Fees (other than
amounts payable to the Agent to reimburse the Agent and the Issuing Bank for
fees and expenses payable solely to them pursuant to Article IV hereof) or
expenses payable to the Agent and the Lenders in accordance with Section 14.8
hereof ratably to the Lenders, and like funds relating to the payment of any
other amounts payable to such Lender. The Borrower's obligations to the Lenders
with respect to such payments shall be discharged by making such payments to the
Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of
Default then exists, may be added to the principal amount of the Revolving Loans
outstanding.

            (b)   The Borrower hereby authorizes each Lender to charge from time
to time against any or all of the Borrower's accounts with such Lender any of
the Obligations which are then due and payable. Each Lender receiving any
payment as a result of charging any such account shall promptly notify the Agent
thereof and make such arrangements as the Agent shall request to share the
benefit thereof in accordance with Section 2.8.

            (c)   Any payments falling due under this Credit Agreement on a day
other than a Business Day shall be due and payable on the next succeeding
Business Day and shall accrue interest at the applicable interest rate provided
for in this Credit Agreement to but excluding such Business Day. Computation of
interest and fees hereunder shall be made on the basis of actual number of days
elapsed over a 360 day year.

      2.5   MAINTENANCE OF ACCOUNT; REGISTER.

      (a)   The Agent shall maintain an account (the "Loan Account") on its
books in the name of the Borrower in which the Borrower will be charged with all
loans and other extensions of credit made by Agent and the Lenders (including,
without limitation, the Issuing Bank) to the Borrower or for the Borrower's
account, including the Revolving Loans, the Term Loans, the Letter of Credit
Obligations and any other Obligations, including any and all costs, expenses and
attorney's fees which the Agent may incur, including, without limitation, in
connection with the exercise by or for the Lenders of any of the rights or
powers herein conferred upon the Agent (other than in connection with any
assignments or participations by any Lender) or in the prosecution or defense of
any action or proceeding by or against the Borrower or the Lenders concerning
any matter arising out of, connected with, or relating to this Credit Agreement
or the Accounts, or any Obligations owing to the Lenders by the Borrower. In no
event shall prior recourse to any Accounts or other Collateral be a prerequisite
to the Agent's right to demand payment of any Obligation upon its maturity.
Further, it is understood that the Agent shall have no obligation whatsoever to
perform in any respect any of the Borrower's contracts or obligations relating
to the Accounts.

      (b)   The Borrower agrees to record the amount of each Revolving Loan and
each Term Loan on the Register referred to in Section 14.6. Each Revolving Loan
and each Term Loan recorded on the Register (the "Registered Loan") may not be
evidenced by promissory notes other than a Registered Note (as defined below).
Upon the registration of any


                                       42

Revolving Loan or a Term Loan, any promissory note (other than a Registered
Note) evidencing the same shall be null and void and shall be returned to the
Borrower. The Borrower agrees, at the request of any Lender, to execute and
deliver to such Lender a promissory note in registered form to evidence such
Registered Loan (i.e. containing registered note language) and registered as
provided in Section 14.6 (a "Registered Note"), payable to the order of such
Lender and otherwise duly completed. Once recorded on the Register, the
Obligations evidenced by such Note may not be removed from the Register so long
as it remains outstanding, and a Registered Note may not be exchanged for a
promissory note that is not a Registered Note.

      2.6   STATEMENT OF ACCOUNT

            After the end of each month the Agent shall send the Borrower a
statement showing the accounting for the charges, loans, advances and other
transactions occurring between the Lenders and the Borrower during that month.
The monthly statements shall be deemed correct and binding upon the Borrower and
shall constitute an account stated between the Borrower and the Lenders unless
the Agent receives a written statement of the Borrower's exceptions within
thirty (30) days after same is mailed to the Borrower.

      2.7   TAXES.

            (a)   Any and all payments by the Borrower hereunder or under the
Notes to or for the benefit of any Lender shall be made, in accordance with
Section 2.4, free and clear of and without deduction for any and all present or
future Taxes, deductions, charges or withholdings and all liabilities with
respect thereto, excluding, in the case of each such Lender and the Agent, Taxes
imposed on or measured by the Agent's or any Lender's net income or receipts or
franchise taxes or taxes measured by the Agent's or such Lender's, as
applicable, net worth by the jurisdiction under the laws of which such Lender or
the Agent, as applicable, is organized or maintains a lending office (any such
excluded Taxes, collectively, "Excluded Taxes"). If the Borrower shall be
required by law to deduct any Taxes (other than Excluded Taxes) from or in
respect of any sum payable hereunder or under any Note to or for the benefit of
any Lender or the Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions of Taxes (including
deductions of Taxes applicable to additional sums payable under this Section
2.7) such Lender or the Agent, as the case may be, receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount so deducted to the relevant taxation authority or other authority in
accordance with applicable law; provided, however, that the Borrower shall be
under no obligation to increase the sum payable to any Lender not organized
under the laws of the United States or a state thereof (a "Foreign Lender") by
an amount equal to the amount of the U.S. Tax required to be withheld under
United States law from the sums paid to such Foreign Lender, if such withholding
is caused by the failure of such Foreign Lender to be engaged in the active
conduct of a trade or business in the United States or all amounts of interest
and fees to be paid to such Foreign Lender hereunder are not effectively
connected with such trade or business within the meaning of U.S. Treasury
Regulation 1.1441-4(a).

            (b)   Each Foreign Lender agrees that it will deliver to the
Borrower and the Agent (i) two duly completed copies of United States Internal
Revenue Service Form W-8BEN


                                       43

or W-8ECI or successor applicable form(s), as the case may be, and (ii) an
Internal Revenue Service Form W-8 or W-9 or successor applicable form, together
with any other certificate or statement of exemption required under the Internal
Revenue Code or regulations issued thereunder. Each such Lender also agrees to
deliver to the Borrower and the Agent two (2) further copies of the said Form
W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable forms or other
manner of certification, as the case may be, on or before the date that any such
form expires or becomes obsolete or after the occurrence of any event requiring
a change in the most recent form previously delivered by it to the Borrower, and
such extensions or renewals thereof as may reasonably be requested by the
Borrower or the Agent, unless in any such case an event (including, without
limitation, any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form with respect to it and such Lender so advises the
Borrower and the Agent. Such Lender shall certify (A) in the case of a Form
W-8BEN or W-8ECI, that it is entitled to receive payments under this Credit
Agreement without deduction or withholding of any U.S. federal income taxes and
(B) in the case of a Form W-8 or W-9, that it is entitled to an exemption from
U.S. backup withholding tax.

            (c)   In addition, the Borrower agrees to pay any present or future
stamp, documentary, privilege, intangible or similar Taxes or any other excise
or property Taxes, charges or similar levies that arise at any time or from time
to time (other than Excluded Taxes) (i) from any payment made under any and all
Credit Documents, (ii) from the transfer of the rights of any Lender under any
Credit Documents to any other Lender or Lenders or (iii) from the execution or
delivery by the Borrower of, or from the filing or recording or maintenance of,
or otherwise with respect to, any and all Credit Documents (hereinafter referred
to as "Other Taxes").

            (d)   The Borrower will indemnify each Lender and the Agent for the
full amount of Taxes (including, without limitation and without duplication, any
Taxes imposed by any jurisdiction on amounts payable under this Section 2.7),
subject to (i) the exclusion set out in the first sentence of Section 2.7(a),
(ii) the provisions of Section 2.7(b), and (iii) the provisions of the proviso
set forth in Section 2.7(a), and will indemnify each Lender and the Agent for
the full amount of Other Taxes (including, without limitation and without
duplication, any Taxes imposed by any jurisdiction on amounts payable under this
Section 2.7) paid by such Lender or the Agent (on its own behalf or on behalf of
any Lender), as the case may be, in respect of payments made or to be made
hereunder, and any liability (including penalties, interest and expenses)
arising solely therefrom or with respect thereto, whether or not such Taxes or
Other Taxes were correctly or legally asserted. Payment of this indemnification
shall be made within thirty (30) days from the date such Lender or the Agent, as
the case may be, makes written demand therefor.

            (e)   Within thirty (30) days after the date of any payment of Taxes
or Other Taxes, the Borrower shall furnish to the Agent, at its address referred
to in Section 14.5, the original or certified copy of a receipt evidencing
payment thereof.


                                       44

            (f)   Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in this Section 2.7 shall survive the payment in full of all Obligations
hereunder and under the Revolving Notes.

      2.8   SHARING OF PAYMENTS.

            If any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of setoff or otherwise) on
account of the Loans made by it or its participation in Letters of Credit in
excess of its pro rata share of such payment as provided for in this Credit
Agreement, such Lender shall forthwith purchase from the other Lenders such
participations in the Loans made by them or in their participation in Letters of
Credit as shall be necessary to cause such purchasing Lender to share the excess
payment accruing to all Lenders in accordance with their respective ratable
shares as provided for in this Credit Agreement; provided, however, that if all
or any portion of such excess is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and each such Lender
shall repay to the purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Lender's ratable share (according
to the proportion of (i) the amount of such Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) or any interest or
other amount paid or payable by the purchasing Lender in respect to the total
amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.8 may, to the
fullest extent permitted by law, exercise all of its rights of payment
(including the right of setoff) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

      2.9   PRO RATA TREATMENT.

            Each Loan, each payment or prepayment of principal of any Loan or
reimbursement obligations arising from drawings under Letters of Credit, each
payment of interest on the Loans, each payment of the Letter of Credit Fee, each
reduction of the Commitments and each conversion or extension of any Loan, shall
be allocated pro rata among the Lenders in accordance with the respective
principal amounts of their outstanding Loans and their participation interests
in the Letters of Credit; provided, however, that the foregoing fees payable
hereunder to the Lenders shall be allocated to each Lender based on such
Lender's Pro Rata Share.

      2.10  SECURITIZATION.

            The Borrower hereby acknowledges that the Lenders and any of their
Affiliates may sell or securitize the Obligations (a "Securitization") through
the pledge of the Obligations as collateral security for loans to such Lenders
or their Affiliates or through the sale of the Obligations or the issuance of
direct or indirect interests in the Obligations, which loans to such Lenders or
their Affiliates or direct or indirect interests will be rated by Moody's,
Standard & Poor's or one or more other rating agencies (the "Rating Agencies").
The Borrower shall cooperate reasonably with such Lenders and their Affiliates
to effect the Securitization including, without limitation, by (a) amending this
Agreement and the other Loan Documents, and executing such additional documents,
as reasonably requested by such Lenders, in connection


                                       45

with the Securitization, provided that (i) any such amendment or additional
documentation does not impose material additional costs on the Borrower, (ii)
any such amendment or additional documentation does not materially adversely
affect the rights, or materially increase the obligations (including
administrative duties or reporting obligations), of the Borrower under the
Credit Documents or change or affect in a manner adverse to the Borrower the
financial terms of the Obligations, and (b) providing such information as may be
reasonably requested by such Lenders, in connection with the rating of the
Obligations or the Securitization, (c) providing in connection with any rating
of the Obligations, a certificate (i) agreeing to indemnify such Lenders and any
of their Affiliates, any of the Rating Agencies, or any party providing credit
support or otherwise participating in the Securitization (collectively, the
"Securitization Parties") for any losses, claims, damages or liabilities (the
"Liabilities") to which such Lenders, their Affiliates or such Securitization
Parties may become subject insofar as the Liabilities arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Credit Document or in any writing delivered by or on behalf of
the Borrower and its respective Affiliates to the Agent or one or more Lenders
in connection with any Credit Document or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading and such indemnity
shall survive any transfer by such Lenders or their successors or assigns of the
Obligations, and (ii) agreeing to reimburse such Lenders and any of their
Affiliates and other Securitization Parties for any legal or other expenses
reasonably incurred by such Persons in connection with defending the
Liabilities; and (d) providing such information regarding the Borrower, the
Guarantors, the Collateral and other property, assets and business of the
Borrower and the Guarantors (including appraisals and valuations) as may be
reasonably requested by such Lenders or their successors or assignees.

                                  ARTICLE III.

                                LETTERS OF CREDIT

      3.1   ISSUANCE.

            Subject to the terms and conditions hereof and of the Letter of
Credit Documents, if any, and any other terms and conditions which the Issuing
Bank may reasonably require, the Lenders will participate in the issuance by the
Issuing Bank to the Underlying Issuer from time to time of one or more L/C
Undertakings with respect to Letters of Credit issued from time to time by the
Underlying Issuer in Dollars from the Original Closing Date until the Maturity
Date as the Borrower may request, in each case in a form acceptable to the
Issuing Bank; provided, however, that (a) the Letter of Credit Obligations
outstanding shall not at any time exceed THIRTY MILLION DOLLARS ($30,000,000)
(the "Letter of Credit Committed Amount") and (b) the sum of the aggregate
principal amount of outstanding Revolving Loans plus Letter of Credit
Obligations outstanding shall not at any time exceed the Revolving Credit
Borrowing Base. No Letter of Credit shall (x) have an original expiry date more
than one year from the date of issuance or (y) as originally issued or as
extended, have an expiry date extending beyond the Maturity Date. Each Letter of
Credit shall comply with the related Letter of Credit Documents. The issuance
and expiry date of each Letter of Credit shall comply with the related Letter of
Credit Documents. The issuance and expiry date of each Letter of Credit shall be
a Business


                                       46

Day. Notwithstanding anything to the contrary herein or otherwise, no Letter of
Credit shall be issued to or for the benefit of CBII (or any Person in its
capacity as a creditor of CBII) or to support, replace or supplement any
obligation of CBII, except for those Letters of Credit set forth in Schedule 3.1
hereto.

      3.2   NOTICE AND REPORTS.

            The request for the issuance of a Letter of Credit shall be
submitted by the Borrower to the Issuing Bank at least three (3) Business Days
prior to the requested date of issuance. The Issuing Bank will, upon request,
disseminate to each of the Lenders a detailed report specifying the Letters of
Credit which are then issued and outstanding and any activity with respect
thereto which may have occurred since the date of the prior report, and
including therein, among other things, the beneficiary, the face amount and the
expiry date as well as any payment or expirations which may have occurred.

      3.3   PARTICIPATION.

            Each Lender, upon issuance of a Letter of Credit, shall be deemed to
have purchased without recourse a risk participation from the Issuing Bank in
the applicable L/C Undertaking and the Issuing Bank's rights with respect to
such Letter of Credit and the obligations arising thereunder, in each case in an
amount equal to its Pro Rata Share of such Letter of Credit, and shall
absolutely, unconditionally and irrevocably assume, as primary obligor and not
as surety, and be obligated to pay to the Issuing Bank therefor and discharge
when due, its Pro Rata Share of the obligations arising under such L/C
Undertaking. Without limiting the scope and nature of each Lender's
participation in any L/C Undertaking, to the extent that the Issuing Bank has
not been reimbursed as required hereunder, each such Lender shall pay to the
Issuing Bank its Pro Rata Share of such unreimbursed drawing pursuant to the
provisions of Section 3.4. The obligation of each Lender to so reimburse the
Issuing Bank shall be absolute and unconditional and shall not be affected by
the occurrence of a Default, an Event of Default or any other occurrence or
event. Any such reimbursement shall not relieve or otherwise impair the
obligation of the Borrower to make a payment to the Issuing Bank as a result of
drawings under any Letter of Credit, together with interest as hereinafter
provided.

      3.4   PAYMENT.

            In the event of any drawing under any Letter of Credit, the Issuing
Bank will, promptly upon receiving actual knowledge thereof, notify the
Borrower. Unless the Borrower shall immediately notify the Issuing Bank that the
Borrower intends to otherwise make a payment to the Issuing Bank in the amount
of such drawing as a result of such drawing, the Borrower shall be deemed to
have requested that the Lenders make a Revolving Loan in the amount of the
drawing as provided in Section 3.5 on the related Letter of Credit, the proceeds
of which will be used to satisfy the related obligations to the Issuing Bank.
The Borrower promises to make a payment to the Issuing Bank in an amount equal
to the amount of each drawing on a Letter of Credit on the day of drawing under
any Letter of Credit (either with the proceeds of a Revolving Loan obtained
hereunder or otherwise) in same day funds. If the Borrower shall fail to pay the
Issuing Bank as provided hereinabove, the amount of such payment which has not
been made to the Issuing Bank shall bear interest at a per annum rate equal to
the interest rate


                                       47

applicable to Revolving Loans that are Prime Rate Loans. The Borrower's payment
obligations hereunder shall be absolute and unconditional under all
circumstances irrespective of any rights of setoff, counterclaim or defense to
payment the Borrower may claim or have against the Underlying Issuer, the
Issuing Bank, the Agent, the Lenders, the beneficiary of the Letter of Credit
drawn upon or any other Person, including without limitation any defense based
on any failure of the Borrower to receive consideration or the legality,
validity, regularity or unenforceability of the Letter of Credit. The Issuing
Bank will promptly notify the other Lenders of the amount of any payment owing
to the Issuing Bank as a result of a draw on a Letter of Credit that has not
been paid by the Borrower as provided above, and each Lender shall promptly pay
to the Agent for the account of the Issuing Bank in Dollars and in immediately
available funds, the amount of such Lender's Pro Rata Share of such amount. Such
payment shall be made on the Business Day such notice is received by such Lender
from the Issuing Bank if such notice is received at or before 2:00 p.m.
otherwise such payment shall be made at or before 12:00 Noon on the Business Day
next succeeding the day such notice is received. If such Lender does not pay
such amount to the Issuing Bank in full upon such request, such Lender shall, on
demand, pay to the Agent for the account of the Issuing Bank interest on the
unpaid amount during the period from the date of such drawing until such Lender
pays such amount to the Issuing Bank in full at a rate per annum equal to, if
paid within two (2) Business Days of the date that such Lender is required to
make payments of such amount pursuant to the preceding sentence, the Federal
Funds Rate and thereafter at a rate equal to the Prime Rate. Each Lender's
obligation to make such payment to the Issuing Bank, and the right of the
Issuing Bank to receive the same, shall be absolute and unconditional, shall not
be affected by any circumstance whatsoever and without regard to the termination
of this Credit Agreement or the Commitments hereunder, the existence of a
Default or Event of Default or the acceleration of the obligations of the
Borrower hereunder and shall be made without any offset, abatement, withholding
or reduction whatsoever. Simultaneously with the making of each such payment by
a Lender to the Issuing Bank, such Lender shall, automatically and without any
further action on the part of the Issuing Bank or such Lender, acquire a
participation in an amount equal to such payment (excluding the portion of such
payment constituting interest owing to the Issuing Bank) in the related
unreimbursed drawing portion of the Letter of Credit Obligation and in the
interest thereon and in the related Letter of Credit Documents, and shall have a
claim against the Borrower with respect thereto.

      3.5   REPAYMENT WITH REVOLVING LOANS.

            On any day on which the Borrower shall have requested, or been
deemed to have requested, a Revolving Loan advance to make a payment as a result
of a drawing under a Letter of Credit, the Agent shall give notice to the
Lenders that a Revolving Loan has been requested or deemed requested by the
Borrower to be made in connection with a drawing under a Letter of Credit, in
which case a Revolving Loan advance shall be immediately made to the Borrower by
all Lenders (notwithstanding any termination of the Commitments pursuant to
Section 11.2) pro rata based on the respective Pro Rata Shares of the Lenders
(determined before giving effect to any termination of the Commitments pursuant
to Section 11.2) and the proceeds thereof shall be paid directly by the Agent to
the Issuing Bank for application to the respective Letter of Credit Obligations.
Each such Lender hereby irrevocably agrees to make its Pro Rata Share of each
such Revolving Loan immediately upon any such request or deemed request in the
amount, in the manner and on the date specified in the preceding sentence
notwithstanding (i) the amount of


                                       48

such borrowing may not comply with the minimum amount for advances of Revolving
Loans otherwise required hereunder, (ii) whether any conditions specified in
Article V are then satisfied, (iii) whether a Default or an Event of Default
then exists, (iv) failure for any such request or deemed request for Revolving
Loan to be made by the time otherwise required hereunder, (v) whether the date
of such borrowing is a date on which Revolving Loans are otherwise permitted to
be made hereunder or (vi) any termination of the Commitments relating thereto
immediately prior to or contemporaneously with such borrowing. In the event that
any Revolving Loan cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a
bankruptcy or insolvency proceeding with respect to the Borrower), then each
such Lender hereby agrees that it shall forthwith purchase (as of the date such
borrowing would otherwise have occurred, but adjusted for any payments received
from the Borrower on or after such date and prior to such purchase) from the
Issuing Bank such participation in the outstanding Letter of Credit Obligations
as shall be necessary to cause each such Lender to share in such Letter of
Credit Obligations ratably (based upon the respective Pro Rata Shares of the
Lenders (determined before giving effect to any termination of the Commitments
pursuant to Section 11.2)), provided that at the time any purchase of
participation pursuant to this sentence is actually made, the purchasing Lender
shall be required to pay to the Issuing Bank, to the extent not paid to the
Issuing Bank by the Borrower in accordance with the terms of Section 3.4,
interest on the principal amount of participation purchased for each day from
and including the day upon which such borrowing would otherwise have occurred to
but excluding the date of payment for such participation, at the rate equal to,
if paid within two (2) Business Days of the date of the Revolving Loan advance,
the Federal Funds Rate, and thereafter at a rate equal to the Prime Rate.

      3.6   RENEWAL, EXTENSION.

            The renewal or extension of any Letter of Credit shall, for purposes
hereof, be treated in all respects the same as the issuance of a new Letter of
Credit hereunder.

      3.7   UNIFORM CUSTOMS AND PRACTICES.

            The Issuing Bank or the Underlying Issuer may provide that the
Letters of Credit shall be subject to The Uniform Customs and Practice for
Documentary Credits, as published as of the date of issue by the International
Chamber of Commerce (the "UCP"), in which case the UCP may be incorporated by
reference therein and deemed in all respects to be a part thereof.

      3.8   INDEMNIFICATION; NATURE OF ISSUING BANK'S DUTIES.

            (a)   In addition to their other obligations under this Article III,
the Borrower agrees to protect, indemnify, pay and save the Issuing Bank
harmless from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable attorneys' fees) that
the Issuing Bank may incur or be subject to as a consequence, direct or
indirect, of (A) the issuance of any Letter of Credit or any L/C Undertaking or
(B) the failure of the Underlying Issuer or the Issuing Bank to honor a drawing
under a Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
Governmental Authority (all such acts or omissions, herein called "Government
Acts").


                                       49

            (b)   As between the Borrower and the Issuing Bank, the Borrower
shall assume all risks of the acts, omissions or misuse of any Letter of Credit
or any L/C Undertaking by the beneficiary thereof. The Issuing Bank shall not be
responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any party in connection with the
application for and issuance of any Letter of Credit, even if it should in fact
prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent
or forged; (ii) for the validity or sufficiency of any instrument transferring
or assigning or purporting to transfer or assign any Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, that may
prove to be invalid or ineffective for any reason; (iii) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher; (iv) for
any loss or delay in the transmission or otherwise of any document required in
order to make a drawing under a Letter of Credit or of the proceeds thereof; and
(v) for any consequences arising from causes beyond the control of the Issuing
Bank, including, without limitation, any Government Acts. None of the above
shall affect, impair, or prevent the vesting of the Issuing Bank's rights or
powers hereunder.

            (c)   In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the
Issuing Bank, under or in connection with any Letter of Credit or the related
certificates, if taken or omitted in good faith, shall not put such Issuing Bank
under any resulting liability to the Borrower. It is the intention of the
parties that this Credit Agreement shall be construed and applied to protect and
indemnify the Issuing Bank against any and all risks involved in the issuance of
the Letters of Credit, all of which risks are hereby assumed by the Borrower,
including, without limitation, any and all Government Acts. The Issuing Bank
shall not, in any way, be liable for any failure by the Issuing Bank or anyone
else to pay any drawing under any Letter of Credit as a result of any Government
Acts or any other cause beyond the control of the Issuing Bank.

            (d)   Nothing in this Section 3.8 is intended to limit the
reimbursement obligations of the Borrower contained in Section 3.4 above. The
obligations of the Borrower under this Section 3.8 shall survive the termination
of this Credit Agreement. No act or omission of any current or prior beneficiary
of a Letter of Credit shall in any way affect or impair the rights of the
Issuing Bank to enforce any right, power or benefit under this Credit Agreement.

            (e)   Notwithstanding anything to the contrary contained in this
Section 3.8, the Borrower shall have no obligation to indemnify the Issuing Bank
in respect of any liability incurred by the Issuing Bank arising solely out of
the gross negligence or willful misconduct of the Issuing Bank, as determined by
a court of competent jurisdiction.

      3.9   RESPONSIBILITY OF ISSUING BANK.

            It is expressly understood and agreed that the obligations of the
Issuing Bank hereunder to the Lenders are only those expressly set forth in this
Credit Agreement and that the Issuing Bank shall be entitled to assume that the
conditions precedent set forth in Article III or V have been satisfied unless it
shall have acquired actual knowledge that any such condition precedent has not
been satisfied; provided, however, that nothing set forth in this Article III
shall be deemed to prejudice the right of any Lender to recover from the Issuing
Bank any amounts made available by such Lender to the Issuing Bank pursuant to
this Article III in the event that it


                                       50

is determined by a court of competent jurisdiction that the payment with respect
to a Letter of Credit constituted gross negligence or willful misconduct on the
part of the Issuing Bank.

      3.10  CONFLICT WITH LETTER OF CREDIT DOCUMENTS.

            In the event of any conflict between this Credit Agreement and any
Letter of Credit Document (including any letter of credit application), this
Credit Agreement shall control.

                                  ARTICLE IV.

                                INTEREST AND FEES

      4.1   INTEREST ON LOANS.

            Subject to Section 4.8(a), interest on the Loans and other amounts
charged to the Loan Account shall accrue each day on the balance thereof, and
shall be payable monthly in arrears on the first day of each calendar month (for
the preceding month). Subject to the provisions of Section 4.2, the interest
rate (the "Interest Rate") with respect to (i) a LIBOR Rate Loan shall be equal
to the LIBOR Rate plus three and three-quarters percent (3.75%) and (ii) a Prime
Rate Loan shall be equal to a per annum rate equal to the Prime Rate plus one
percent (1%). The interest rate hereunder shall be calculated based on a 360 day
year for the actual number of days elapsed.

            The foregoing notwithstanding, at no time shall any portion of the
Obligations bear interest on any day on the daily balance thereof at a per annum
rate less than 6% (the "Minimum Rate"). To the extent that interest accrued
hereunder at the rate otherwise set forth herein would be less than the
foregoing minimum daily rate, the interest rate chargeable hereunder for such
day shall automatically be deemed increased to the Minimum Rate.

      4.2   INTEREST AFTER EVENT OF DEFAULT.

            Interest on the Loans and other amounts charged to the Loan Account,
as of the date an Event of Default occurs, and at all times thereafter until the
earlier of the date upon which (a) all Obligations have been paid and satisfied
in full in cash or (b) such Event of Default shall have been cured or waived,
shall be payable on demand at a rate equal to the Interest Rate plus two percent
(2%) per annum (the "Default Rate"). Interest shall be payable on any other
amount due hereunder and shall accrue at the Default Rate from the date due and
payable until paid in full. The rates hereunder shall be calculated based on a
360-day year for the actual number of days elapsed.

      4.3   [INTENTIONALLY DELETED]

      4.4   AGENT'S FEES.

            The Borrower shall pay all fees required to be paid to the Agent
under the Fee Letter at the times and in the amounts set forth therein.


                                       51

      4.5   LETTER OF CREDIT FEES.

            (a)   Letter of Credit Fee. In consideration of the issuance of
Letters of Credit hereunder, the Borrower promises to pay to the Agent for the
account of each Lender a fee (the "Letter of Credit Fee") on such Lender's Pro
Rata Share of the average daily maximum amount available to be drawn under each
such Letter of Credit computed at a per annum rate for each day from the date of
issuance to the date of expiration equal to three percent (3%) per annum. The
Letter of Credit Fee will be payable in arrears on a monthly basis.

            (b)   Issuing Bank Fees. In addition to the Letter of Credit Fee
payable pursuant to clause (a) above, the Borrower promises to pay to the
Issuing Bank for its own account without sharing by the other Lenders the letter
of credit fronting and negotiation fees agreed to by the Borrower and the
Issuing Bank from time to time and the customary charges from time to time of
the Issuing Bank with respect to the issuance, amendment, transfer,
administration, cancellation and conversion of, and drawings under, such Letters
of Credit (collectively, the "Issuing Bank Fees") and all fees or other amounts
charged to the Issuing Bank by the Underlying Issuer.

      4.6   AUTHORIZATION TO CHARGE LOAN ACCOUNT.

            The Borrower hereby authorizes the Agent to charge the Loan Account
with the amount of all payments, fees and other amounts due hereunder or under
the Fee Letter to the Lenders, the Agent and the Issuing Bank as and when such
payments become due. The Borrower confirms that any charges which the Agent may
so make to the Borrower's accounts as herein provided will be made as an
accommodation to the Borrower and solely at the Agent's discretion.

      4.7   INDEMNIFICATION IN CERTAIN EVENTS.

            If after the Original Closing Date, either (a) any change in or in
the interpretation of any law or regulation is introduced, including, without
limitation, with respect to reserve requirements, applicable to Foothill or any
other banking or financial institution from whom any of the Lenders borrow funds
or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank
or any of the Lenders complies with any future guideline or request from any
central bank or other Governmental Authority or (c) a Funding Bank or any of the
Lenders determines that the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof has or would have the effect described below, or a Funding Bank or any
of the Lenders complies with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, and in the case of any event set forth in this clause (c),
such adoption, change or compliance has or would have the direct or indirect
effect of reducing the rate of return on any of the Lenders' capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such adoption, change or compliance (taking into
consideration the Funding Bank's or Lenders' policies with respect to capital
adequacy) by an amount deemed by such Lender to be material, and the result of
any of the foregoing events described in clauses (a), (b)


                                       52

or (c) is or results in an increase in the cost to any of the Lenders of funding
or maintaining any Commitment, the Revolving Loans, the Term Loans or the
Letters of Credit, then the Borrower shall from time to time upon demand by the
Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders
against such increased cost. A certificate as to the amount of such increased
cost shall be submitted to the Borrower by the Agent and shall be conclusive and
binding absent manifest error.

      4.8   LIBOR OPTION.

            (a)   Interest and Interest Payment Dates. In lieu of having
interest charged at the rate based upon the Prime Rate, Borrower shall have the
option (the "LIBOR Option") to have interest on all or a portion of the
Revolving Loans or the Term Loan be charged at a rate of interest based upon the
LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i)
the last day of the Interest Period applicable thereto, (ii) the occurrence of
an Event of Default in consequence of which the Required Lenders or Agent on
behalf thereof elect to accelerate the maturity of all or any portion of the
Obligations, or (iii) termination of this Agreement pursuant to the terms
hereof. On the last day of each applicable Interest Period, unless Borrower
properly has exercised the LIBOR Option with respect thereto, the interest rate
applicable to such LIBOR Rate Loan automatically shall convert to the rate of
interest then applicable to Prime Rate Loans of the same type hereunder. At any
time that an Event of Default has occurred and is continuing, Borrower no longer
shall have the option to request that Revolving Loans or the Term Loan bear
interest at the LIBOR Rate and Agent shall have the right to convert the
interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to
Prime Rate Loans hereunder.

            (b)   LIBOR Election.

                  (i)   Borrower may, at any time and from time to time, so long
      as no Event of Default has occurred and is continuing, elect to exercise
      the LIBOR Option by notifying Agent prior to 11:00 a.m. (California time)
      at least 3 Business Days prior to the commencement of the proposed
      Interest Period (the "LIBOR Deadline"). Notice of Borrower's election of
      the LIBOR Option for a permitted portion of the Revolving Loans or the
      Term Loan and an Interest Period pursuant to this Section shall be made by
      delivery to Agent of a LIBOR Notice received by Agent before the LIBOR
      Deadline, or by telephonic notice received by Agent before the LIBOR
      Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received
      by Agent prior to 5:00 p.m. (California time) on the same day. Promptly
      upon its receipt of each such LIBOR Notice, Agent shall provide a copy
      thereof to each of the Lenders having a Revolving Credit Committed Amount.

                  (ii)  Each LIBOR Notice shall be irrevocable and binding on
      Borrower. In connection with each LIBOR Rate Loan, Borrower shall
      indemnify, defend, and hold Agent and the Lenders harmless against any
      loss, cost, or expense incurred by Agent or any Lender as a result of (a)
      the payment of any principal of any LIBOR Rate Loan other than on the last
      day of an Interest Period applicable thereto (including as a result of an
      Event of Default), (b) the conversion of any LIBOR Rate Loan other than on
      the last day of the Interest Period applicable thereto, or (c) the failure
      to borrow, convert, continue or


                                       53

      prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice
      delivered pursuant hereto (such losses, costs, and expenses, collectively,
      "Funding Losses"). Funding Losses shall, with respect to Agent or any
      Lender, be deemed to equal the amount determined by Agent or such Lender
      to be the excess, if any, of (i) the amount of interest that would have
      accrued on the principal amount of such LIBOR Rate Loan had such event not
      occurred, at the LIBOR Rate that would have been applicable thereto, for
      the period from the date of such event to the last day of the then current
      Interest Period therefor (or, in the case of a failure to borrow, convert,
      or continue, for the period that would have been the Interest Period
      therefor), minus (ii) the amount of interest that would accrue on such
      principal amount for such period at the interest rate which Agent or such
      Lender would be offered were it to be offered, at the commencement of such
      period, for Dollar deposits of a comparable amount and period in the
      London interbank market. A certificate of Agent or a Lender delivered to
      Borrower setting forth any amount or amounts that Agent or such Lender is
      entitled to receive pursuant to this Section shall be conclusive absent
      manifest error.

                  (iii) Borrower shall have not more than five (5) LIBOR Rate
      Loans in effect at any given time. Borrower only may exercise the LIBOR
      Option for LIBOR Rate Loans of at least $1,000,000 and integral multiples
      of $500,000 in excess thereof.

            (c)   Prepayments. Borrower may prepay LIBOR Rate Loans at any time;
provided, however, that in the event that LIBOR Rate Loans are prepaid on any
date that is not the last day of the Interest Period applicable thereto,
including as a result of any mandatory prepayment in accordance with Section
2.3(b) or for any other reason, including early termination of the term of this
Credit Agreement or acceleration of all or any portion of the Obligations
pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Agent
and the Lenders and their Participants harmless against any and all Funding
Losses in accordance with clause (b)(ii) above; provided, however that if any
prepayment would prepay a LIBOR Rate Loan, the Borrower may elect to either
prepay such Loan at such time or have the Agent hold any such prepayment amount
as cash collateral until the end of the Interest Period applicable to such LIBOR
Rate Loan. All amounts held by the Agent as cash collateral pursuant to this
Section 4.8(c) and not yet applied to prepay Loans shall bear interest for the
account of the Borrower at a rate equal to the Federal Funds Rate. All such
interest shall be treated as a portion of the original amount held as cash
collateral by the Agent and shall be applied to prepay LIBOR Rate Loans, if
applicable, in accordance with this Section 4.8(c).

            (d)   Special Provisions Applicable to LIBOR Rate.

                  (i)   The LIBOR Rate may be adjusted by Agent with respect to
      any Lender on a prospective basis to take into account any additional or
      increased costs to such Lender of maintaining or obtaining any eurodollar
      deposits or increased costs due to changes in applicable law occurring
      subsequent to the commencement of the then applicable Interest Period,
      including changes in tax laws (except changes of general applicability in
      corporate income tax laws) and changes in the reserve requirements imposed
      by the Board of Governors of the Federal Reserve System (or any
      successor), excluding the Reserve Percentage, which additional or
      increased costs would increase the cost of funding loans bearing interest
      at the LIBOR Rate. In any such event, the affected


                                       54

      Lender shall give Borrower and Agent notice of such a determination and
      adjustment and Agent promptly shall transmit the notice to each other
      Lender and, upon its receipt of the notice from the affected Lender,
      Borrower may, by notice to such affected Lender (y) require such Lender to
      furnish to Borrower a statement setting forth the basis for adjusting such
      LIBOR Rate and the method for determining the amount of such adjustment,
      or (z) repay the LIBOR Rate Loans with respect to which such adjustment is
      made (together with any amounts due under clause (b)(ii) above).

                  (ii)  In the event that any change in market conditions or any
      law, regulation, treaty, or directive, or any change therein or in the
      interpretation or application thereof, shall at any time after the date
      hereof, in the reasonable opinion of any Lender, make it unlawful or
      impractical for such Lender to fund or maintain LIBOR Rate Loans or to
      continue such funding or maintaining, or to determine or charge interest
      rates at the LIBOR Rate, such Lender shall give notice of such changed
      circumstances to Agent and Borrower and Agent promptly shall transmit the
      notice to each other Lender and (y) in the case of any LIBOR Rate Loans of
      such Lender that are outstanding, the date specified in such Lender's
      notice shall be deemed to be the last day of the Interest Period of such
      LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender
      thereafter shall accrue interest at the rate then applicable to Prime Rate
      Loans, and (z) Borrower shall not be entitled to elect the LIBOR Option
      until such Lender determines that it would no longer be unlawful or
      impractical to do so.

            (e)   No Requirement of Matched Funding. Anything to the contrary
contained herein notwithstanding, neither Agent, nor any Lender, nor any of
their participants, is required actually to acquire eurodollar deposits to fund
or otherwise match fund any Obligation as to which interest accrues at the LIBOR
Rate. The provisions of this Section shall apply as if each Lender or its
participants had match funded any Obligation as to which interest is accruing at
the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the
amount of the LIBOR Rate Loans.

                                   ARTICLE V.

                              CONDITIONS PRECEDENT

            The obligation of the Lenders to make the Term Loans or any
Revolving Loan or of the Issuing Bank to issue any Letter of Credit hereunder is
subject to the satisfaction of, or waiver of, immediately prior to or
concurrently with the making of such Term Loans or any Revolving Loan or
issuance of such Letter of Credit the following conditions precedent:

      5.1   ORIGINAL CLOSING DATE CONDITIONS.

            The obligation of each Lender to make Loans and/or of the Issuing
Bank to issue Letters of Credit under the Original Credit Agreement was subject
to the satisfaction, on or prior to the Original Closing Date, of the following
conditions precedent (all of which were either satisfied or waived):

                                       55

            (a) Executed Credit Documents. Receipt by the Agent of duly executed
copies of: the Original Credit Agreement; the Notes issued pursuant to the
Original Credit Agreement; the Security Documents and the Guarantees; and all
other Credit Documents, and each other agreement, document, certificate or
instrument described on the Closing Checklist attached to the Original Credit
Agreement as Exhibit K, each in form and substance acceptable to the Agent and
the Lenders in their sole discretion.

            (b) Corporate Documents. Receipt by the Agent of the following:

                  (i) Charter Documents. Copies of the articles or certificates
      of incorporation or formation or other charter documents of each Credit
      Party certified, to the extent available, to be true and complete as of a
      recent date by the appropriate Governmental Authority of the state or
      other jurisdiction of its incorporation or formation and certified by a
      secretary or assistant secretary of such Credit Party to be true and
      correct as of the Original Closing Date.

                  (ii) Bylaws. A copy of the bylaws or limited liability company
      agreement or similar agreement of each Credit Party certified by a
      secretary or assistant secretary of such Credit Party to be true and
      correct as of the Original Closing Date.

                  (iii) Resolutions. Copies of resolutions of the Board of
      Directors or similar managing body of each Credit Party approving and
      adopting the Credit Documents to which it is a party, the transactions
      contemplated therein and authorizing execution and delivery thereof,
      certified by a secretary or assistant secretary of such Credit Party to be
      true and correct and in force and effect as of the Original Closing Date.

                  (iv) Good Standing. Copies of (i) certificates of good
      standing, existence or its equivalent with respect to each Credit Party
      certified as of a recent date by the appropriate Governmental Authorities
      of the state or other jurisdiction of incorporation and each other
      jurisdiction in which the failure to so qualify and be in good standing
      could reasonably be expected to have a Material Adverse Effect and (ii) to
      the extent available, a certificate indicating payment of all corporate
      franchise taxes certified as of a recent date by the appropriate taxing
      Governmental Authorities.

                  (v) Incumbency. An incumbency certificate of each Credit Party
      certified by a secretary or assistant secretary to be true and correct as
      of the Original Closing Date.

            (c) Financial Statements. Receipt by the Agent and the Lenders of
the unaudited balance sheet of the Borrower as of, and a statement of income for
the period ending, September 30, 2000 prepared by the chief accounting officer
of the Borrower and such other information relating to the Borrower Entities as
the Agent may reasonably require in connection with the structuring and
syndication of credit facilities of the type described herein.

            (d) Opinions of Counsel. Receipt by the Agent of an opinion, or
opinions (which covered, among other things, authority, legality, validity,
binding effect, enforceability and attachment and perfection of liens)
satisfactory to the Agent, addressed to the Agent and the


                                       56

Lenders and dated the Original Closing Date, from legal counsel to the Borrower
and the relevant Subsidiaries.

            (e) Collateral. The Agent shall have received:

                  (i) searches of Uniform Commercial Code, PPSA or other similar
      filings in the jurisdiction of the chief executive office of each Secured
      Credit Party and each jurisdiction where any Collateral is located or
      where a filing would need to be made in order to perfect the Agent's
      security interest in the Collateral, copies of the financing statements on
      file in such jurisdictions and evidence that no Liens exist other than
      Permitted Liens;

                  (ii) duly executed UCC, PPSA or other similar financing
      statements for each appropriate jurisdiction as is necessary, in the
      Agent's sole discretion, to perfect the Agent's security interest in the
      Collateral;

                  (iii) searches of ownership of intellectual property in the
      appropriate governmental offices and such patent/trademark/copyright
      filings as requested by the Agent in order to perfect the Agent's security
      interest in the Collateral;

                  (iv) all instruments and chattel paper in the possession of
      the Borrower, together with allonges or assignments as may be necessary or
      appropriate to perfect the Agent's security interest in the Collateral to
      the extent required under the Security Agreement;

                  (v) duly executed consents as are necessary, in the Agent's
      sole discretion, to perfect the Agent's security interest in the
      Collateral, including, without limitation, such Acknowledgment Agreements
      as the Agent may require;

                  (vi) duly executed tri-party agreements in form and substance
      acceptable to the Agent with respect to each bank account of the Borrower
      (other than payroll and petty cash bank accounts maintained as zero
      balance accounts and other similar bank accounts having limited or no
      activity and balances of not more than $10,000 and disbursement accounts
      and investment accounts acceptable to the Agent); and

                  (vii) duly executed mortgages on the real property which is
      owned by CBCNA.

            (f) Priority of Liens. The Agent shall have received satisfactory
evidence that the Agent, on behalf of the Lenders, holds a perfected, first
priority Lien on all Collateral (subject only to Permitted Liens).

            (g) Opening Revolving Credit Borrowing Base Certificate. The Agent
and the Borrower shall have agreed upon Revolving Credit Borrowing Base
calculation and reporting procedures and the Agent shall have received a
Revolving Credit Borrowing Base Certificate as of March 7, 2001, substantially
in the form of Exhibit G and certified by the chief accounting


                                       57

officer or treasurer of the Borrower on the Original Closing Date to be true and
correct as of February 24, 2001.

            (h) [INTENTIONALLY DELETED]

            (i) [INTENTIONALLY DELETED]

            (j) Evidence of Insurance. Receipt by the Agent of copies of
insurance policies or certificates of insurance of the Borrower and it
Subsidiaries evidencing liability and casualty insurance meeting the
requirements set forth in the Credit Documents, including, without limitation,
naming the Agent as loss payee on behalf of the Lenders and as additional
insured to the extent required by Section 7.10.

            (k) Corporate Structure. The corporate capital and ownership
structure of the Borrower and its Subsidiaries shall be as described in Schedule
6.9.

            (l) Consents. Receipt by the Agent of evidence that all
governmental, shareholder and third party consents and approvals required in
connection with the transactions and the related financings contemplated hereby
and expiration of all applicable waiting periods without any action being taken
by any authority that could restrain, prevent or impose any material adverse
conditions on such transactions or that could seek or threaten any of the
foregoing, and no law or regulation shall be applicable which in the judgment of
the Agent could have such effect.

            (m) Litigation. There shall not exist any pending or threatened
action, suit, investigation or proceeding against the Borrower or any of its
Subsidiaries or its assets that could reasonably be expected to have a Material
Adverse Effect.

            (n) Other Indebtedness. Receipt by the Agent of evidence that, after
giving effect to the making of the Loans made on the Original Closing Date, the
Borrower and its Subsidiaries shall have no Funded Indebtedness other than the
Indebtedness under the Credit Documents and as disclosed on Schedule 1.1D.

            (o) Solvency Certificate. Receipt by the Agent of an officer's
certificate for the Borrower prepared by its chief accounting officer or
treasurer as to the financial condition, solvency and related matters of the
Borrower, in each case after giving effect to the initial borrowings under the
Credit Documents, in substantially the form of Exhibit H hereto.

            (p) Officer's Certificates. The Agent shall have received a
certificate or certificates executed by the president or chief accounting
officer or treasurer of the Borrower as of the Original Closing Date stating
that (i) after giving effect to the making of the Loans and application of the
proceeds thereof, the Borrower is in compliance with all existing financial
obligations, (ii) all governmental, shareholder and third party consents and
approvals, if any, with respect to the Credit Documents and the transactions
contemplated thereby have been obtained, (iii) no action, suit, investigation or
proceeding is pending or threatened in any court or before any arbitrator or
governmental instrumentality that purports to affect the Borrower or any
transaction contemplated by the Credit Documents, if such action, suit,
investigation or proceeding could reasonably be expected to have a Material
Adverse Effect and (iv) immediately


                                       58

after giving effect to this Credit Agreement, the other Credit Documents and all
the transactions contemplated therein to occur on such date, (A) the Borrower is
Solvent, (B) no Default or Event of Default exists, (C) all representations and
warranties contained herein and in the other Credit Documents are true and
correct in all material respects, and (D) the Borrower is in compliance with
each of the financial covenants set forth in Article VIII.

            (q) Fees and Expenses. Payment by the Borrower of all fees and
expenses owed by it to the Lenders and the Agent, including, without limitation,
payment to the Agent of the fees set forth in the Fee Letter.

            (r) Sources and Uses; Payment Instructions. Receipt by the Agent of
(a) a statement of sources and uses of funds covering all payments reasonably
expected to be made by the Borrower in connection with the transactions
contemplated by the Credit Documents to be consummated on the Original Closing
Date, including an itemized estimate of all fees, expenses and other closing
costs and (b) payment instructions with respect to each wire transfer to be made
by the Agent on behalf of the Lenders or the Borrower on the Original Closing
Date setting forth the amount of such transfer, the purpose of such transfer,
the name and number of the account to which such transfer is to be made, the
name and ABA number of the bank or other financial institution where such
account is located and the name and telephone number of an individual that can
be contacted to confirm receipt of such transfer.

            (s) Account Designation Letter. Receipt by the Agent of an Account
Designation Letter substantially in the form of Exhibit I hereto.

            (t) Material Adverse Change. (i) No material adverse change in the
business, operations, profits or prospects of the Borrower and its Subsidiaries,
taken as a whole, shall have occurred since September 30, 2000 and (ii) on or
prior to the Original Closing Date, there shall not have occurred a substantial
impairment of the financial markets generally which, in the opinion of the
Lenders, has materially and adversely affected the transactions contemplated
hereby.

            (u) Availability. The Lenders shall be satisfied that, after
reserving for amounts to bring the current liabilities of the Borrower within
their terms (and after giving effect to payments made to comply with item (r)
above), the sum of (a) Availability plus (ii) the unrestricted cash and Cash
Equivalents then held or owned directly by the Borrower, shall be equal to at
least $40,000,000.

            (v) PACA. The Agent shall have received evidence satisfactory to the
Agent that all contracts between the Borrower and any of its Subsidiaries that
are subject to the benefits of PACA have payment terms of at least thirty-one
(31) days and include language necessary to exclude the underlying sales
transactions from the benefits of PACA.

            (w) Subordination. The Agent shall have received evidence
satisfactory to the Agent that (i) either (A) all obligations (other than
obligations in an aggregate principal amount not to exceed $40,000,000, which
are evidenced by a note in form and substance acceptable to the Agent, and other
than amounts accruing after January 1, 2001 relating to amounts owing with
respect to overhead or tax sharing agreements) of the Borrower or any of its
Subsidiaries owing


                                       59

to CBII have been converted into equity or (B) all claims of and amounts, now or
in the future, owing by the Borrower or any of its Subsidiaries to the Borrower
or any of its Subsidiaries are subordinated to the Obligations, and (ii) all
claims of, and amounts now or in the future owing by the Borrower by any of its
Subsidiaries to CBII are subordinated to the Obligations.

            (x) Sales Agent. The Agent shall have received evidence satisfactory
to the Agent that (i) CBCNA is the agent of the Borrower for the sale of
bananas, plantains and other items in the United States and that all money
received by CBCNA in connection with such sales is received for the benefit of,
and is the property of, the Borrower, (ii) CBCNA is no longer the agent of, and
no longer collects any funds for or on behalf of, CBII, (iii) Chiquita (Canada)
Inc. is the agent of the Borrower for the sale of bananas, plantains and other
items in Canada and that all money received by Chiquita (Canada) Inc. in
connection with such sales is received for the benefit of, and is the property
of, the Borrower and (iv) Chiquita (Canada) Inc. is no longer the agent of, and
no longer collects any funds for or on behalf of, CBII.

            (y) Other. Receipt by the Lenders of such other documents,
instruments, agreements or information as reasonably requested by any Lender,
including, without limitation, information regarding litigation, tax,
accounting, labor, insurance, pension liabilities (actual or contingent), real
estate leases, material contracts, debt agreements, property ownership and
contingent liabilities of the Borrower.

            (z) The Agent shall have received copies, certified by an officer of
the Borrower as being true, correct, complete and in full force and effect and
not modified, of each of the following documents:

                  (i) that certain License Agreement dated as of December 31,
      2000 by and between the Borrower and CBII;

                  (ii) that certain Banana Supply Agreement made effective as of
      December 31, 2000 by and between CIL and the Borrower;

                  (iii) that certain Business Assignment Agreement made
      effective as of December 31, 2000 by and between CBII and the Borrower;

                  (iv) that certain U.S. Sale of Fruit Commission Sales
      Agreement dated effective as of December 31, 2000 by and between the
      Borrower and CBCNA;

                  (v) that certain Canadian Sale of Fruit Commission Sales
      Agreement dated effective as of December 31, 2000 by and between the
      Borrower and Chiquita (Canada) Inc.;

                  (vi) that certain Waiver dated as of December 31, 2000 by and
      between CIL and the Borrower; and

                  (vii) that certain Subordinated Promissory Note dated December
      31, 2000 made by the Borrower in favor of CBII in an original principal
      amount equal to $40,000,000.


                                       60

      5.2 CLOSING CONDITIONS.

            The obligation of each Lender to make Loans and/or of the Issuing
Bank to issue Letters of Credit under this Credit Agreement is subject to the
satisfaction, on or prior to the Closing Date, of the following conditions
precedent:

            (a) Executed Credit Documents. Receipt by the Agent of duly executed
copies of this Credit Agreement, the Notes, all other Credit Documents amended
or otherwise modified or executed in connection with the transactions
contemplated by this Credit Agreement, and each other agreement, document,
certificate or instrument described on the Closing Checklist attached hereto as
Exhibit K, each in form and substance acceptable to the Agent and the Lenders in
their reasonable judgment.

            (b) Corporate Documents. Receipt by the Agent of a certificate of a
secretary or assistance secretary of each Secured Credit Party certifying that
as of the Closing Date the following statements are true and correct or
attaching the following, as applicable.

                  (i) Charter Documents. The articles or certificates of
      incorporation or formation or other charter documents of each Secured
      Credit Party have not been amended after the Original Closing Date.

                  (ii) Bylaws. The bylaws or limited liability company agreement
      or similar agreement of each Secured Credit Party has not been amended
      after the Original Closing Date.

                  (iii) Resolutions. Copies of resolutions of the Board of
      Directors or similar managing body of each Credit Party approving, in the
      case of the Borrower, the Credit Agreement and, in the case of the other
      Credit Parties, the transactions contemplated by the Credit Agreement and,
      in the case of the Borrower, authorizing execution and delivery thereof,
      and in the case of the other Credit Parties, acknowledging and reaffirming
      the Credit Documents to which such other Credit Party is a party.

            (c) Opinions of Counsel. Receipt by the Agent of an opinion, or
opinions (which shall cover, among other things, authority, legality, validity,
binding effect, enforceability) satisfactory to the Agent, addressed to the
Agent and the Lenders and dated the Closing Date, from legal counsel to the
Borrower.

            (d) Officer's Certificates. The Agent shall have received a
certificate or certificates executed by the president or chief accounting
officer or treasurer of the Borrower as of the Closing Date stating that (i)
after giving effect to the making of the Loans and application of the proceeds
thereof, the Borrower is in compliance with all existing financial obligations,
(ii) all governmental, shareholder and third party consents and approvals, if
any, with respect to the Credit Documents and the transactions contemplated
thereby have been obtained, (iii) except as disclosed to the Agent in writing by
the Borrower, no action, suit, investigation or proceeding is pending or
threatened in any court or before any arbitrator or governmental instrumentality
that purports to affect the Borrower or any transaction contemplated by the
Credit Documents, if such action, suit, investigation or proceeding could
reasonably be expected to have a Material Adverse Effect and (iv) immediately
after giving effect to this Credit Agreement, the other Credit


                                       61

Documents and all the transactions contemplated herein or therein to occur on
such date, (A) the Borrower is Solvent, (B) no Default or Event of Default
exists, (C) all representations and warranties contained herein and in the other
Credit Documents are true and correct in all material respects, and (D) the
Borrower is in compliance with each of the financial covenants set forth in
Article VIII.

            (e) Fees and Expenses. Payment by the Borrower of all fees and
expenses owed by it to the Lenders and the Agent, including, without limitation,
payment to the Agent of the fees set forth in the Fee Letter.

            (f) Material Adverse Change. (i) No material adverse change in the
business, operations, profits or prospects of the Borrower and its Subsidiaries,
taken as a whole, shall have occurred since September 30, 2001 and (ii) on or
prior to the Closing Date, there shall not have occurred a substantial
impairment of the financial markets generally which, in the opinion of the
Lenders, has materially and adversely affected the transactions contemplated
hereby.

            (g) Availability. The Lenders shall be satisfied that, after
reserving for amounts to bring the current liabilities of the Borrower within
their terms, the sum of (i) Availability (without giving effect to the
Resolution Block), plus (ii) the Borrower's and its Subsidiaries' (other than
any Excluded Entity's) unrestricted cash and Cash Equivalents shall be equal to
at least $65,000,000.

            (h) Updated Appraisal. Receipt and approval by the Lenders of an
updated appraisal by Daley-Hodkin Appraisal Corporation confirming that the
assessment of values contained in the Appraisal is not less than the levels
stated in the Appraisal.

            (i) Fee Side Letter. The Lenders and the Borrower shall have agreed
to and executed a mutually agreeable letter outlining the expectations regarding
additional fees for future amendments and waivers.

            (j) Review of Books and Records. Satisfactory review by the Lenders
of Borrower's books, records and operating projections performed by a third
party.

            (k) Other. Receipt by the Lenders of such other documents,
instruments, agreements or information as reasonably requested by any Lender,
including, without limitation, information regarding litigation, tax,
accounting, labor, insurance, pension liabilities (actual or contingent), real
estate leases, material contracts, debt agreements, property ownership and
contingent liabilities of the Borrower.

      5.3 CONDITIONS TO ALL LOANS AND LETTERS OF CREDIT.

            (a) On the date of the making of any Term Loan, Revolving Loan or
the issuance of any Letter of Credit, both before and after giving effect
thereto and to the application of the proceeds therefrom, the following
statements shall be true in the reasonable judgment of the Agent (and each
request for a Term Loan, a Revolving Loan and request for a Letter of Credit,
and the acceptance by the Borrower of the proceeds of such Term Loan, Revolving
Loan or issuance of such Letter of Credit, shall constitute a representation and
warranty by the Borrower that on the date of such Term Loan, Revolving Loan or
issuance of such Letter of


                                       62

Credit before and after giving effect thereto and to the application of the
proceeds therefrom, such statements are true):

                  (i) the representations and warranties contained in the Credit
      Documents are true and correct in all material respects on and as of the
      date of such Term Loan, Revolving Loan or issuance of such Letter of
      Credit as though made on and as of such date, except to the extent that
      such representations and warranties expressly relate solely to an earlier
      date (in which case such representations and warranties shall have been
      true and complete on and as of such earlier date);

                  (ii) no event has occurred and is continuing, or would result
      from such Term Loan, Revolving Loan or issuance of such Letter of Credit
      or the application of the proceeds thereof, which would constitute a
      Default or an Event of Default under this Credit Agreement; and

                  (iii) No material adverse change in the business, operations,
      profits or prospects of the Borrower and its Subsidiaries, taken as a
      whole, shall have occurred since September 30, 2001.

            (b) In connection with the making of any Revolving Loan or Term
Loan, the Agent shall have received a Notice of Borrowing to the extent such
Notice of Borrowing is required to be given with respect to the making of such
Revolving Loan or Term Loan.

                                   ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

            In order to induce the Lenders to enter into this Credit Agreement
and the Issuing Bank to issue the Letters of Credit, and to make available the
credit facilities contemplated hereby, the Borrower hereby represents and
warrants to the Lenders and the Issuing Bank as of the Closing Date and on the
date of each extension of credit hereunder, as follows:

      6.1 ORGANIZATION AND QUALIFICATION.

            The Borrower and each of its Subsidiaries (i) is a limited liability
company, corporation or entity duly organized, validly existing and in good
standing under the laws of the state of its jurisdiction or organization, (ii)
has the power and authority to own its properties and assets and to transact the
businesses in which it is presently, or proposes to be, engaged, and (iii) is
duly qualified and is authorized to do business and is in good standing in every
jurisdiction in which the failure to be so qualified could reasonably be
expected to have a Material Adverse Effect. Schedule 6.1 contains a true,
correct and complete list of all jurisdictions in which each Secured Credit
Party is qualified to do business as a foreign corporation or foreign limited
liability company as of the Closing Date.

      6.2 SOLVENCY.

            The Borrower is Solvent.


                                       63

      6.3 LIENS; INVENTORY.

            There are no Liens in favor of third parties with respect to any of
the Collateral, other than Permitted Liens. Upon the proper filing of financing
statements and the proper recordation of other applicable documents with the
appropriate filing or recordation offices in each of the necessary
jurisdictions, the security interests granted pursuant to the Credit Documents
constitute and shall at all times constitute valid and enforceable and, with
respect to assets in which a security interest can be perfected by filing,
first, prior and perfected Liens on the Collateral (other than Permitted Liens).
The Borrower or the relevant Subsidiary, as applicable, is or will be at the
time additional Collateral is acquired by it, the absolute owner of the
Collateral with full right to pledge, sell, consign, transfer and create a Lien
therein, free and clear of any and all Liens in favor of third parties, except
Permitted Liens. The Borrower and each of its Subsidiaries which is a party to a
Security Document will at its expense warrant, until payment in full of the
Obligations and termination of the Commitments, and, at the Agent's request,
defend the Collateral from any and all Liens (other than Permitted Liens) of any
third party.

      6.4 NO CONFLICT.

            The execution and delivery by each of the Borrower Entities of this
Credit Agreement and each of the other Credit Documents executed and delivered
in connection herewith by one or more of the Borrower Entities (other than the
documents required to be delivered in order to reduce the amount of the
Resolution Block; provided, that from and after the date of receipt of all such
documents, the representation and warranty contained in this Section shall
apply) and the performance of the obligations of such Borrower Entities
hereunder and thereunder and the consummation by such Borrower Entities of the
transactions contemplated hereby and thereby: (i) are within the corporate or
limited liability company powers of such Borrower Entity; (ii) are duly
authorized by the Board of Directors or similar managing body of such Borrower
Entity; (iii) are not in contravention of the terms of the organizational
documents of such Borrower Entity or of any indenture, contract, lease,
agreement, instrument or other commitment to which such Borrower Entity is a
party or by which such Borrower Entity or any of its properties are bound; (iv)
do not require the consent, registration or approval of any Governmental
Authority or any other Person (except such as have been duly obtained, made or
given, and are in full force and effect); (v) do not contravene any statute,
law, ordinance, regulation, rule, order or other governmental restriction
applicable to or binding upon such Borrower Entity; and (vi) will not, except as
contemplated herein for the benefit of the Agent on behalf of the Lenders,
result in the imposition of any Liens upon any property of such Borrower Entity
under any existing indenture, mortgage, deed of trust, loan or credit agreement
or other material agreement or instrument to which such Borrower Entity is a
party or by which it or any of its property may be bound or affected.

      6.5 ENFORCEABILITY.

            The Credit Agreement and all of the other Credit Documents executed
and delivered by the Borrower are the legal, valid and binding obligations of
the Borrower, and with respect to those Credit Documents executed and delivered
by any of its Subsidiaries, of each such Subsidiary, and are enforceable against
the Borrower and such Subsidiaries, as the case may


                                       64

be, in accordance with their terms except as such enforceability may be limited
by (i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally, (ii) general
principles of equity and (iii) the effect of foreign laws which may limit the
enforcement of certain provisions of a Credit Document executed by a non-United
States entity provided that the effect thereof does not materially impair the
rights and remedies of the Agent and the Lenders under such Credit Document.

      6.6 FINANCIAL DATA.

            The Borrower has furnished to the Lenders the following financial
statements (the "Financials"): (i) the unaudited consolidated balance sheet of
the Borrower as of, and consolidated statements of income for the fiscal year
ended, December 31, 2000 and (ii) the unaudited consolidated balance sheet of
the Borrower as of, and consolidated statement of income for the nine (9) months
ended, September 30, 2001 prepared by the chief accounting officer of the
Borrower. The Financials are and the historical financial statements to be
furnished to the Lenders in accordance with Section 7.1 below will be in
accordance with the books and records of the Borrower, except as provided in
Section 7.1, and fairly present the financial condition of the Borrower at the
dates thereof and the results of operations for the periods indicated (subject,
to normal year-end and audit adjustments and the absence of statements of cash
flows, shareholder's equity and footnotes). Such financial statements have been
and will be prepared in conformity with GAAP consistently applied throughout the
periods involved, except as provided in Section 7.1 or as otherwise disclosed in
such financial statements. Since September 30, 2001, there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

      6.7 LOCATIONS OF OFFICES, RECORDS AND INVENTORY.

            The Secured Credit Parties' principal places of business and chief
executive offices are set forth in Schedule 6.7 hereto, and the books and
records of the Secured Credit Parties and all chattel paper and all records of
accounts are located at the principal places of business and chief executive
offices of such Secured Credit Party. There is no jurisdiction in the United
States in which any Secured Credit Party or any of its Subsidiaries has any
Collateral (except for vehicles, intermodal equipment consisting of containers,
mobile refrigeration units and mobile generator sets, Inventory held for
shipment by third Persons, Inventory in transit, Inventory held for processing
by third Persons, or immaterial quantities of assets, equipment or Inventory)
other than those jurisdictions listed on Schedule 6.7. Schedule 6.7 is a true,
correct and complete list of (i) the legal names and addresses of each
warehouseman, filler, processor and packer at which Inventory is stored, (ii)
the address of the chief executive offices of the Secured Credit Parties and
(iii) the address of all offices where records and books of account of the
Secured Credit Parties are kept. None of the receipts received by any of the
Secured Credit Parties from any warehouseman, filler, processor or packer states
that the goods covered thereby are to be delivered to bearer or to the order of
a named person or to a named person and such named person's assigns.


                                       65

      6.8 FICTITIOUS BUSINESS NAMES.

            No Secured Credit Party has used any corporate or fictitious name
during the five (5) years preceding the date hereof, other than the name shown
on its or such Subsidiary's articles or certificate of incorporation or
certification of formation and as set forth on Schedule 6.8.

      6.9 SUBSIDIARIES.

            The only Subsidiaries of the Borrower are those listed on Schedule
6.9 attached hereto. The record and beneficial owner of all of the shares of
Capital Stock of each of the Subsidiaries listed on Schedule 6.9 is as set forth
on Schedule 6.9, there are no proxies, irrevocable or otherwise, with respect to
such shares, and no equity securities of any of the Subsidiaries are or may
become required to be issued by reason of any options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to,
or securities or rights convertible into or exchangeable for, shares of any
Capital Stock of any Subsidiary, and there are no contracts, commitments,
understandings or arrangements by which any Subsidiary is or may become bound to
issue additional shares of its Capital Stock or securities convertible into or
exchangeable for such shares. All of such shares so owned by the Borrower are
owned by it free and clear of any Liens other than Permitted Liens. Each of the
Persons identified on Schedule 6.9 as an Inactive Subsidiary is an Inactive
Subsidiary.

      6.10 NO JUDGMENTS OR LITIGATION.

            Except as set forth on Schedule 6.10, no judgments, orders, writs or
decrees are outstanding against the Borrower or any of its Subsidiaries nor is
there now pending or, to the best of the Borrower's knowledge after diligent
inquiry, threatened any litigation, contested claim, investigation, arbitration,
or governmental proceeding by or against the Borrower or any of its Subsidiaries
except judgments and pending or threatened litigation, contested claims,
investigations, arbitrations and governmental proceedings which could not
reasonably be expected to have a Material Adverse Effect.

      6.11 NO DEFAULTS.

            Neither the Borrower nor any of its Subsidiaries is in default under
any term of any indenture, contract, lease, agreement, instrument or other
commitment to which any of them is a party or by which any of them is bound
which default has had or could be reasonably expected to have a Material Adverse
Effect.

      6.12 NO EMPLOYEE DISPUTES.

            There are no controversies pending or, to the best of the Borrower's
knowledge after diligent inquiry, threatened between the Borrower or any of its
Subsidiaries and any of their respective employees, other than those arising in
the ordinary course of business which could not, in the aggregate, have a
Material Adverse Effect.


                                       66

      6.13 COMPLIANCE WITH LAW.

            Neither the Borrower nor any of its Subsidiaries has violated or
failed to comply with any statute, law, ordinance, regulation, rule or order of
any foreign, federal, state or local government, or any other Governmental
Authority or any self regulatory organization, or any judgment, decree or order
of any court, applicable to its business or operations except where the
aggregate of all such violations or failures to comply would not have a Material
Adverse Effect. The conduct of the business of the Borrower and each of its
Subsidiaries is in conformity with all securities, commodities, energy, public
utility, zoning, building code, health, OSHA and environmental requirements and
all other foreign, federal, state and local governmental and regulatory
requirements and requirements of any self regulatory organizations, except where
such non-conformities could not reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received
any notice to the effect that, or otherwise been advised that, it is not in
compliance with, and neither the Borrower nor any of its Subsidiaries has any
reason to anticipate that any currently existing circumstances are likely to
result in the violation of any such statute, law, ordinance, regulation, rule,
judgment, decree or order which failure or violation could reasonably be
expected to have a Material Adverse Effect.

      6.14 PACA.

            Neither the Borrower nor any of its Subsidiaries has violated or
failed to comply with PACA, except for any violation or failure which could not
reasonably be expected to have a Material Adverse Effect. Neither the purchases
by CIL of bananas nor the purchases by CIL of plantains give rise to the
formation of a trust under PACA. Neither the purchases by the Borrower of
bananas from CIL nor the purchases from CIL of plantains give rise to the
formation of a trust under PACA. Neither the bananas nor the plantains, the
sales of which in each case give rise to Accounts, nor the Accounts, are subject
to a trust under PACA.

      6.15 ERISA.

            Neither the Borrower, any of its Subsidiaries nor any Controlled
ERISA Affiliate maintains or contributes to any Benefit Plan or Retiree Health
Plan other than those listed on Schedule 6.15. Each such Benefit Plan has been
and is being maintained and funded in accordance with its terms and in
compliance in all material respects with all provisions of ERISA and the
Internal Revenue Code applicable thereto. The Borrower, each of its Subsidiaries
and each Controlled ERISA Affiliate has fulfilled all obligations related to the
minimum funding standards of ERISA and the Internal Revenue Code for each
Benefit Plan, is in compliance in all material respects with the currently
applicable provisions of ERISA and of the Internal Revenue Code and has not
incurred any liability (other than routine liability for premiums) under Title
IV of ERISA. Except as previously reported to the Agent, no Termination Event
has occurred nor has any other event occurred that may result in such a
Termination Event which could reasonably be expected to have a Material Adverse
Effect. No event or events have occurred in connection with which the Borrower,
any of its Subsidiaries, any Controlled ERISA Affiliate, any fiduciary of a
Benefit Plan or any Benefit Plan, directly or indirectly, would be subject to
any liability, individually or in the aggregate, under ERISA, the Internal
Revenue Code or any other law, regulation or governmental order or under any
agreement, instrument, statute, rule of law or regulation pursuant to or under
which any such entity has agreed to indemnify or is


                                       67

required to indemnify any person against liability incurred under, or for a
violation or failure to satisfy the requirements of, any such statute,
regulation or order which could reasonably be expected to have a Material
Adverse Effect. No ERISA Affiliate (excluding for purposes hereof any ERISA
Affiliate which is a Controlled ERISA Affiliate) has incurred or to the best
knowledge of the Borrower and its Subsidiaries, could reasonably be expected to
incur, any liability under ERISA, the Internal Revenue Code, or any other
applicable law that has had or could reasonably be expected to have a Material
Adverse Effect.

      6.16 COMPLIANCE WITH ENVIRONMENTAL LAWS.

            Except as disclosed on Schedule 6.16 attached hereto, (a) the
operations of the Borrower and each of its Subsidiaries comply with all
applicable federal, state or local environmental, health and safety statutes,
regulations, directions, ordinances, criteria or guidelines except where such
failure to comply could not reasonably be expected to have a Material Adverse
Effect and (b) to the Borrower's knowledge, none of the operations of the
Borrower or any of its Subsidiaries is the subject of any judicial or
administrative proceeding alleging the violation of any federal, state or local
environmental, health or safety statute, regulation, direction, ordinance,
criteria or guidelines except where such proceeding could not reasonably be
expected to have a Material Adverse Effect. Except as disclosed on Schedule
6.16, to the Borrower's knowledge, none of the operations of the Borrower or any
of its Subsidiaries is the subject of any federal or state investigation
evaluating whether the Borrower or any of its Subsidiaries disposed any
hazardous or toxic waste, substance or constituent or other substance at any
site that may require remedial action, or any federal or state investigation
evaluating whether any remedial action is needed to respond to a release of any
hazardous or toxic waste, substance or constituent, or other substance into the
environment where it is reasonably likely that the Borrower's share of the cost
of remediation or clean-up would exceed $250,000. Except as disclosed on
Schedule 6.16, neither the Borrower nor any of its Subsidiaries has filed any
notice under CERCLA Section 103(c), 42 U.S.C. Section 9603(c) or its equivalent
order, or any other federal or state law indicating past or present treatment,
storage or disposal of a hazardous waste or reporting an unpermitted spill or
release of a hazardous or toxic waste, substance or constituent that remains
uncorrected where it is reasonably likely that the Borrower's share of the cost
of remediation or clean-up would exceed $250,000. Except as disclosed on
Schedule 6.16, neither the Borrower nor any of its Subsidiaries has any
contingent liability of which the Borrower has knowledge or reasonably should
have knowledge in connection with any release of any hazardous or toxic waste,
substance or constituent, nor has the Borrower or any of its Subsidiaries
received any notice, letter or other indication of potential liability arising
from the disposal of any hazardous or toxic waste, substance or constituent,
except where such potential liability could not reasonably be expected to have a
Material Adverse Effect.

      6.17 USE OF PROCEEDS.

            All proceeds of the Loans will be used only in accordance with
Section 7.13.


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      6.18 INTELLECTUAL PROPERTY.

            The Borrower and each of its Subsidiaries possess adequate assets,
licenses, patents, patent applications, copyrights, service marks, trademarks
and trade names to continue to conduct its business as heretofore conducted by
it. Schedule 6.18 attached hereto sets forth (a) all of the federal, state and
foreign registrations of trademarks, service marks and trade names of the
Borrower and its Subsidiaries, and all pending applications for any such
registrations, (b) all of the patents and registered copyrights of the Borrower
and its Subsidiaries and all pending applications therefor and (c) all other
trademarks, service marks and trade names owned by or licensed to and used by
the Borrower or any of its Subsidiaries in connection with their businesses and
the loss of which would have a Material Adverse Effect (collectively, clauses
(a), (b) and (c), the "Proprietary Rights"). The Borrower or one of its
Subsidiaries is the owner of each of the trademarks listed on Schedule 6.18 as
indicated on such schedule, and except as set forth on Schedule 6.18, no other
Person has the right to use any of such marks in commerce either in the
identical form or, to the knowledge of the Borrower and its Subsidiaries, in
such near resemblance thereto as may be likely to cause confusion or to cause
mistake or to deceive. Each of the trademarks listed on Schedule 6.18 and
identified as a "U.S." registered trademark is a federally registered trademark
of the Borrower or one of its Subsidiaries having the registration number and
issue date set forth on Schedule 6.18. The Proprietary Rights listed on Schedule
6.18 are all those used in the businesses of the Borrower and its Subsidiaries,
the loss of which would have a Material Adverse Effect. Except as disclosed on
Schedule 6.18, no person has a right to receive any royalty or similar payment
in respect of any Proprietary Rights pursuant to any contractual arrangements
entered into by the Borrower, or any of its Subsidiaries, and, to the knowledge
of the Borrower and its Subsidiaries, no person otherwise has a right to receive
any royalty or similar payment in respect of any such Proprietary Rights except
as disclosed on Schedule 6.18. Except as disclosed on Schedule 6.18 or as
permitted by Section 9.14, neither the Borrower nor any of its Subsidiaries has
granted any license or sold or otherwise transferred any interest in any of the
Proprietary Rights to any other person. To the knowledge of the Borrower and its
Subsidiaries, the use of each of the Proprietary Rights by the Borrower and its
Subsidiaries is not infringing upon or otherwise violating the rights of any
third party in or to such Proprietary Rights, and no proceeding has been
instituted against or written notice received by the Borrower or any of its
Subsidiaries that are presently outstanding alleging that the use of any of the
Proprietary Rights infringes upon or otherwise violates the rights of any third
party in or to any of the Proprietary Rights, except such alleged infringement
that is not reasonably likely to have a Material Adverse Effect. Neither the
Borrower nor any of its Subsidiaries has given notice to any Person that it is
infringing on any of the Proprietary Rights and to the best of the Borrower's
knowledge, no Person is infringing on any of the Proprietary Rights, unless such
alleged infringement could not reasonably be expected to have a Material Adverse
Effect. All of the Proprietary Rights of the Borrower and its Subsidiaries are
valid and enforceable rights of the Borrower and its Subsidiaries and will not
cease to be valid and in full force and effect by reason of the execution and
delivery of this Credit Agreement or the Credit Documents or the consummation of
the transactions contemplated hereby or thereby. The Borrower is the owner of
the Proprietary Rights which are the subject of the Appraisal and CBII does not
own any of such Proprietary Rights.


                                       69

      6.19 LICENSES AND PERMITS.

            The Borrower and each of its Subsidiaries has obtained and holds in
full force and effect, all material franchises, licenses, leases, permits,
certificates, authorizations, qualifications, easements, rights of way and other
rights and approvals which are necessary to the operation of its business as
presently conducted. Neither the Borrower nor any of its Subsidiaries is in
violation of the terms of any such franchise, license, lease, permit,
certificate, authorization, qualification, easement, right of way, right or
approval in any such case which could not reasonably be expected to have a
Material Adverse Effect.

      6.20 TITLE TO PROPERTY.

            Each Borrower Entity has good and marketable title to all of its
owned property (including without limitation, all real and other property in
each case as reflected in the Financial Statements delivered to the Agent
hereunder), other than properties disposed of in the ordinary course of business
or in any manner otherwise permitted under this Credit Agreement since the date
of the most recent audited consolidated balance sheet of the Borrower, and in
each case subject to no Liens other than Permitted Liens.

      6.21 LABOR MATTERS.

            There is (a) no material unfair labor practice complaint pending
against the Borrower or any of its Subsidiaries or, to the best knowledge of the
Borrower, threatened against any of them, before the National Labor Relations
Board, and no grievance or arbitration proceeding arising out of or under
collective bargaining agreements that has or could reasonably be expected to
have a Material Adverse Effect is so pending against the Borrower or any of its
Subsidiaries or, to the best knowledge of the Borrower, threatened against any
of them, (b) no strike, labor dispute, slowdown or stoppage pending against the
Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower,
threatened against any of them that has or could reasonably be expected to have
a Material Adverse Effect, and (c) no union representation question with respect
to the employees of the Borrower or any Subsidiaries and no union organizing
activity that has or could reasonably be expected to have a Material Adverse
Effect.

      6.22 INVESTMENT COMPANY.

            Neither the Borrower nor any of its Subsidiaries is (a) an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment Company Act of 1940, as amended, (b) a "holding
company" or a "subsidiary company" of a "holding company," or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company," within
the meaning of the Public Utility Holding Company Act of 1935, as amended, or
(c) subject to any other law which purports to regulate or restrict its ability
to borrow money or to consummate the transactions contemplated by this Credit
Agreement or the other Credit Documents or to perform its obligations hereunder
or thereunder.


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      6.23 MARGIN SECURITY.

            Neither the Borrower nor any of its Subsidiaries owns any margin
stock and no portion of the proceeds of any Loans or Letters of Credit shall be
used by the Borrower for the purpose of purchasing or carrying any "margin
stock" (as defined in Regulation U of the Board of Governors of the Federal
Reserve System) or for any other purpose, in either case, which violates the
provisions or Regulation T, U or X of said Board of Governors or for any other
purpose in violation of any applicable statute or regulation, or of the terms
and conditions of this Credit Agreement.

      6.24 NO EVENT OF DEFAULT.

            No Default or Event of Default has occurred and is continuing.

      6.25 TAXES AND TAX RETURNS.

            Each Borrower Entity has filed, or caused to be filed, all material
tax returns (federal, state, local and foreign) required to be filed and paid
all amounts of taxes shown thereon to be due (including interest and penalties)
and has paid all other material taxes, fees, assessments and other governmental
charges (including mortgage recording taxes, documentary stamp taxes and
intangibles taxes) owing by it, except for such taxes (a) that are not yet
delinquent or (b) that are being contested in good faith and by proper
proceedings, and against which adequate reserves are being maintained in
accordance with GAAP. Except as covered by (a) and (b) of the immediately
preceding sentence, with respect to those arising after the date hereof, the
Borrower is not aware of any proposed material tax assessments against it or any
other Borrower Entity.

      6.26 INDEBTEDNESS; CBII OBLIGATIONS.

            Neither the Borrower nor any of its Subsidiaries has Indebtedness
that is senior, pari passu or subordinated in right of payment to their
Indebtedness to the Lenders hereunder, except for Permitted Indebtedness. Except
as set forth on Schedule 6.26, neither the Borrower nor any of its Subsidiaries
has guaranteed (in whole or in part) or is otherwise directly or indirectly
responsible or liable for any or all of the obligations of CBII.

      6.27 STATUS OF ACCOUNTS.

            Each Account is based on an actual and bona fide sale and delivery
of goods or rendition of services to customers, made by the Borrower in the
ordinary course of its business; the goods and inventory being sold and the
Accounts created are its exclusive property and are not and shall not be subject
to any Lien, consignment arrangement, encumbrance, security interest or
financing statement whatsoever, other than the Permitted Liens; and the
Borrower's customers have accepted the goods or services, owe and are obligated
to pay the full amounts stated in the invoices according to their terms, without
any dispute, offset, defense, counterclaim or contra (including, but not limited
to, claims arising under PACA) that could reasonably be expected to have, when
aggregated with any such other disputes, offsets, defenses, counterclaims or
contras, a Material Adverse Effect. The Borrower confirms to the Lenders that
any and all taxes or fees relating to its business, its sales, the Accounts or
the goods relating thereto, are its


                                       71

sole responsibility and that same will be paid by the Borrower when due (unless
duly contested and adequately reserved for) and that none of said taxes or fees
is or will become a lien on or claim against the Accounts.

      6.28 REPRESENTATIONS AND WARRANTIES.

            Each of the representations and warranties made in the Operative
Documents by the Borrower and its Subsidiaries and, to the knowledge of the
Borrower and its Subsidiaries, the other parties thereto, was or will be true
and correct in all material respects as of when made.

      6.29 MATERIAL CONTRACTS.

            Schedule 6.29 sets forth a true, correct and complete list of all
the Material Contracts currently in effect. None of the Material Contracts
contains provisions the performance or nonperformance of which have or could
reasonably be expected to have a Material Adverse Effect. All of the Material
Contracts are in full force and effect, and no material defaults currently exist
thereunder.

      6.30 SURVIVAL OF REPRESENTATIONS.

            All representations made by the Borrower in this Credit Agreement
and in any other Credit Document shall survive the execution and delivery hereof
and thereof.

      6.31 AFFILIATE TRANSACTIONS.

            Except as set forth on Schedule 6.31 (and transactions permitted by
Section 9.2, Section 9.7 or Section 9.8), neither the Borrower nor any of its
Subsidiaries is a party to or bound by any agreement or arrangement (whether
oral or written) to which any Affiliate of the Borrower or Subsidiary is a party
except (a) in the ordinary course of and pursuant to the reasonable requirements
of the Borrower's or such Subsidiary's business and (b) upon fair and reasonable
terms no less favorable to the Borrower and such Subsidiary than it could obtain
in a comparable arm's-length transaction with an unaffiliated Person.

      6.32 INSURANCE.

            As of the Original Closing Date, Schedule 6.32 accurately describes
the insurance coverage maintained by the Borrower and its Subsidiaries.

      6.33 ACCURACY AND COMPLETENESS OF INFORMATION.

            Except for projections, all factual information heretofore,
contemporaneously or hereafter furnished by or on behalf of the Borrower or any
of their respective Subsidiaries in writing to the Agent, any Lender, or the
Independent Accountant for purposes of or in connection with this Credit
Agreement or any Credit Documents, or any transaction contemplated hereby or
thereby is or will be true and accurate in all material respects on the date as
of which such information is dated or certified and not incomplete by omitting
to state any material fact necessary to make such information not misleading at
such time. All projections from time to time delivered to the Agent or one or
more Lenders have been prepared based upon


                                       72

assumptions which the Borrower believes in good faith are reasonable at the time
such projections are delivered to the Agent or such Lenders.

                                  ARTICLE VII.

                              AFFIRMATIVE COVENANTS

            Until termination of this Credit Agreement and the Commitments
hereunder and payment and satisfaction of all Obligations due or to become due
hereunder, the Borrower agrees that it shall, and, with respect to covenants
which apply to its Subsidiaries or to Credit Parties, it shall cause its
Subsidiaries or the Credit Parties, as applicable, to, unless the Required
Lenders shall have otherwise consented in writing:

      7.1 INFORMATION.

            The Borrower will furnish to the Lenders the following information
within the following time periods:

            (a) within one hundred and twenty (120) days after the close of each
fiscal year of the Borrower both (i) the audited consolidated balance sheet and
consolidated statements of income, shareholder's equity and cash flow of the
Borrower and its consolidated Subsidiaries and (ii) an unaudited consolidating
balance sheet and consolidating statements of income, cash flows and
shareholder's equity which shall present separately the financial condition and
results of operations of the Borrower and its Subsidiaries (other than CPF and
its Subsidiaries) and the financial condition and results of operations of CPF
and its Subsidiaries, in each case, for such year, each in reasonable detail,
each setting forth in comparative form the corresponding figures for the
preceding year, prepared in accordance with GAAP, and accompanied by a report
and unqualified audit opinion (such report and opinion not to include any going
concern qualification) (in the case of the reports under clause (i) above) or an
"other financial information report" (in the case of the reports under clause
(ii) above) of Ernst & Young LLP or other Independent Accountant selected by the
Borrower and approved by the Required Lenders;

            (b) within sixty (60) days after the end of each of the first three
(3) fiscal quarters of the Borrower, both (i) the unaudited consolidated balance
sheet, consolidated statement of income and consolidated statement of cash flow,
of the Borrower and its consolidated Subsidiaries and (ii) an unaudited
consolidating balance sheet and consolidating statements of income and cash
flows which shall present separately the financial condition and results of
operations of the Borrower and its Subsidiaries (other than CPF and its
Subsidiaries) and the financial condition and results of operations of CPF and
its Subsidiaries, in the form regularly prepared by the Borrower and consistent
with the Financials, together with a certificate of the chief accounting officer
or treasurer of the Borrower stating that such financial statements fairly
present the financial condition of the Borrower and its consolidated
Subsidiaries or the Borrower and its consolidated Subsidiaries (other than CPF
and its Subsidiaries) at the dates thereof and the results of their operations
for the periods indicated (subject to normal year-end and audit adjustments and
the absence of statements of shareholders' equity and footnotes) and that such
financial statements have been prepared in conformity with GAAP consistently
applied throughout the periods involved except as otherwise disclosed in such
financial statements;


                                       73

            (c) within thirty (30) days after the end of each fiscal month of
the Borrower (other than January, March, June, September and December), a copy
of the internal operating income analysis for such month and for the period from
the beginning of the current fiscal year to the end of such month, in reasonable
detail setting forth in comparative form the corresponding analysis for the same
month and same year-to-date period in the preceding fiscal year, in the form
regularly prepared by the Borrower, certified by the chief accounting officer or
treasurer of the Borrower as being a true and correct copy;

            (d) at the time of delivery of the quarterly financial statements of
the Borrower pursuant to paragraph (b) above and the annual financial statements
pursuant to paragraph (a) above, a certificate, executed by the chief accounting
officer or treasurer of the Borrower, in substantially the form of Exhibit F
attached hereto (the "Compliance Certificate"), and stating that such officer
has caused this Credit Agreement to be reviewed and has no knowledge of any
default by the Borrower in the performance or observance of any of the
provisions of this Credit Agreement, during such quarter or at the end of such
year, or, if such officer has such knowledge, specifying each default and the
nature thereof, and compliance by the Borrower as of the date of such statement
with the financial covenants set forth in Article VIII hereof and the other
applicable covenants set forth in Exhibit F;

            (e) within thirty (30) days after the end of each fiscal month of
the Borrower (provided, that if Availability (without giving effect to the
Resolution Block), plus the amount of the Borrower's and its Subsidiaries'
(other than any Excluded Entity's) unrestricted cash and Cash Equivalents is
less than $20,000,000, such reporting shall be done weekly), a Revolving Credit
Borrowing Base Certificate (the "Revolving Credit Borrowing Base Certificate")
in substantially the form of Exhibit G hereto, duly completed and certified by
the Borrower's chief accounting officer or treasurer, detailing, among other
things, the Borrower's Eligible Accounts Receivable as of the end of the
immediately preceding month end and the then outstanding amount of all amounts
owing by the Borrower to Persons (other than CIL) for the purchase of bananas
and plantains. In addition, within thirty (30) days after the end of each fiscal
month of the Borrower (or if such day is not a Business Day, then on the next
succeeding Business Day), the Borrower shall furnish a written report to the
Lenders setting forth (i) the accounts receivable aged trial balance at the
immediately preceding month end (along with a report reconciling accounts
receivable to the prior month's receivables aging) for each account debtor, aged
by due date; such aging reports shall indicate which Accounts are current, up to
thirty (30), thirty (30) to sixty (60) and over sixty (60) days past due and
shall list the names of all applicable account debtors and (ii) a monthly
accounts payable listing or open item listing including a report as to all
claims (which have given rise or could give rise to a trust under PACA) arising
under PACA owing by the Borrower or its Subsidiaries and a report as to all
banana and plantain supplier accruals owing by the Borrower (which report shall
include a schedule of amounts owing to CIL by the Borrower and a schedule of
amounts owed by CIL to its banana and plantain suppliers), with such listings
and reports to be in form satisfactory to the Agent. The Agent may, but shall
not be required to, rely on each Revolving Credit Borrowing Base Certificate
delivered hereunder as accurately setting forth the available Revolving Credit
Borrowing Base for all purposes of this Credit Agreement until such time as a
new Revolving Credit Borrowing Base Certificate is delivered to the Agent in
accordance herewith; Revolving Credit Borrowing Base Certificates may be
prepared and submitted to the Lenders on a more frequent basis, provided that
such certificate complies with the requirements set forth elsewhere herein;


                                       74

            (f) within thirty (30) days after the end of each fiscal month of
the Borrower (it being agreed that no report shall be required for each fiscal
January and the applicable report for each fiscal February shall include
year-to-date information), a certificate executed by the person preparing such
report, in substantially the form of Exhibit F-1 attached hereto (the "Monthly
Compliance Certificate") including a report setting forth (i) the aggregate
amounts paid to CBII during such month by the Borrower and its Subsidiaries (and
the reasons therefor, including detailed information regarding payments during
such month and for the year to date) of (A) Allocated CBII Overhead, (B)
Unallocated CBII Overhead and (C) Permitted Restructuring Expenses; (ii) the
aggregate amount owing to CBII by the Borrower and its Subsidiaries as of the
last day of such month (and the reasons therefor); (iii) a detailed list of the
amounts, as of the last day of such month, of the Permitted Investments
permitted pursuant to each of clauses (iv), (vii), (ix), (x), (xi), (xii),
(xiv), (xvi) and (xvii) of the definition of Permitted Investments; (iv) a
detailed list of the amounts, as of the last day of such month, of the Permitted
Indebtedness permitted pursuant to each of clauses (b), (c), (d)(iii), (d)(vii),
(d)(viii), (d)(ix), (d)(x), (d)(xi) and (d)(xii) of the definition of Permitted
Indebtedness; (v) a list of all sales of Tropical Farms or Asset Dispositions
consummated during such month (which list shall include the names of the
applicable Subsidiaries and the purchase price received in connection
therewith), the amount of the aggregate Asset Sale Blocks and the amount of the
aggregate Farm Sale Blocks as of the last day of such month and the amount, as
of the last day of such month, of all proceeds of sales of Tropical Farms after
the Original Closing Date that have been used to make Capital Expenditures; (vi)
a report detailing all Assets Dispositions with a value not exceeding
$1,000,000, which have occurred during the prior fiscal month; (vii) a report
detailing cash receipts and related transfers through the tri-party accounts;
and (viii) a list of any sale-leaseback transactions which were completed in
such month;

            (g) promptly upon receipt thereof, copies of the portions relevant
to the Borrower of all management letters and other material reports which are
prepared by its Independent Accountants in connection with any audit of the
Borrower's financial statements by such Accountants;

            (h) as soon as practicable but, in any event, within ten (10)
Business Days after the issuance thereof, copies of all regular and periodic
reports which CBII or the Borrower may be required to file with the Securities
and Exchange Commission or any similar or corresponding governmental commission,
department or agency substituted therefor, or any similar or corresponding
Governmental Authority;

            (i) no later than thirty (30) days after the end of the Borrower's
fiscal year during each year when this Credit Agreement is in effect, a forecast
for the current fiscal year of (i) the Borrower and its Subsidiaries which
includes projected consolidated statement of income for such fiscal year and a
projected consolidated statement of cash flows for such fiscal year and
projected consolidated balance sheets, statements of income and statements of
cash flows on a quarterly basis for such fiscal year; (ii) the Borrower and its
Subsidiaries (other than CPF and its Subsidiaries) which includes projected
consolidating statements of income for such fiscal year and a projected
consolidating statement of cash flows for such fiscal year and projected
consolidating balance sheets, statements of income and statements of cash flows
on a quarterly basis for such fiscal year; and (iii) Availability under the
Revolving Credit Borrowing Base for such fiscal year; provided that the parties
acknowledge that the information in such forecasts is


                                       75

not compiled or presented in accordance with GAAP and may not necessarily be
presented on a basis consistent with the Borrower's financial statements to be
delivered pursuant to paragraphs (a) and (b) above;

            (j) promptly and in any event within three (3) Business Days after
becoming aware of the occurrence of a Default or Event of Default, a certificate
of the chief executive officer, chief accounting officer or treasurer of the
Borrower specifying the nature thereof and the Borrower's proposed response
thereto, each in reasonable detail;

            (k) promptly upon a responsible officer of Borrower obtaining
knowledge thereof, copies of all claims (which have given rise or could give
rise to a trust under PACA) filed with respect to any Credit Party under or
pursuant to PACA (or any similar statute, law, rule or regulation); and

            (l) with reasonable promptness, such other data, reports or
information as the Agent or any of the Lenders may reasonably request.

      7.2 [INTENTIONALLY DELETED]

      7.3 CORPORATE EXISTENCE.

            The Borrower and each of its Subsidiaries (other than Inactive
Subsidiaries) (a) subject to Section 9.4 hereof, will maintain their corporate
or limited liability company existence, will maintain in full force and effect
all material licenses, bonds, franchise, leases, trademarks and qualifications
to do business (provided, that an entity may cease to maintain its franchises
and qualifications to do business if it ceases to exist as a result of a
transaction permitted by Section 9.4 hereof), (b) will obtain or maintain
patents, contracts and other rights necessary to the profitable conduct of their
businesses, (c) will continue in, and limit their operations to, the same
general lines of business as that presently conducted by them and (d) will
comply with all applicable laws and regulations of any federal, state or local
Governmental Authority, except where noncompliance could not reasonably be
expected to have a Material Adverse Effect.

      7.4 ERISA.

            The Borrower will deliver to the Agent, at the Borrower's expense,
the following information at the times specified below:

            (a) within ten (10) Business Days after the Borrower, any of its
Subsidiaries or any Controlled ERISA Affiliate knows or has reason to know that
a material Termination Event has occurred, a written statement of the chief
accounting officer of the Borrower describing such Termination Event and the
action, if any, which the Borrower or other such entities have taken, are taking
or propose to take with respect thereto, and when known, any action taken or
threatened by the Internal Revenue, DOL or PBGC with respect thereto;

            (b) within ten (10) Business Days after the Borrower, any of its
Subsidiaries or any Controlled ERISA Affiliate knows or has reason to know that
a prohibited transaction (as defined in Section 406 of ERISA and Section 4975 of
the Internal Revenue Code) has occurred, a statement of the chief accounting
officer of the Borrower describing such transaction and the


                                       76

action which the Borrower or other such entities have taken, are taking or
propose to take with respect thereto;

            (c) within thirty (30) Business Days after the filing thereof with
the DOL, Internal Revenue or PBGC, copies of each annual report (form 5500
series), including all schedules and attachments thereto, filed with respect to
each Benefit Plan of the Borrower, its Subsidiaries or any Controlled ERISA
Affiliate;

            (d) within thirty (30) Business Days after receipt by the Borrower,
any of its Subsidiaries or any Controlled ERISA Affiliate of each actuarial
report for any Benefit Plan or Multiemployer Plan of the Borrower, its
Subsidiaries or any Controlled ERISA Affiliate and each annual report for any
such Multiemployer Plan, copies of each such report;

            (e) within ten (10) Business Days prior to the filing thereof with
the Internal Revenue, a copy of any funding waiver request with respect to any
Benefit Plan of the Borrower, its Subsidiaries or any Controlled ERISA Affiliate
and within three (3) Business Days after receipt of any communications received
by the Borrower, any of its Subsidiaries or any Controlled ERISA Affiliate with
respect to such request;

            (f) within ten (10) Business Days upon the occurrence thereof,
notification of any increase in the benefits of any existing Benefit Plan of the
Borrower, its Subsidiaries or any Controlled ERISA Affiliate or the
establishment of any new Benefit Plan of the Borrower, its Subsidiaries or any
Controlled ERISA Affiliate or the commencement of contributions to any Benefit
Plan to which the Borrower, any of its Subsidiaries or any Controlled ERISA
Affiliate was not previously contributing;

            (g) within ten (10) Business Days after receipt by the Borrower, any
of its Subsidiaries or any Controlled ERISA Affiliate of the PBGC's intention to
terminate a Benefit Plan or to have a trustee appointed to administer a Benefit
Plan, copies of each such notice;

            (h) within ten (10) Business Days after receipt by the Borrower, any
of its Subsidiaries or any Controlled ERISA Affiliate of any favorable or
unfavorable determination letter from the Internal Revenue Service regarding the
qualification of a Benefit Plan or other employee pension benefit plan intending
to qualify under section 401(a) of the Internal Revenue Code of the Borrower,
its Subsidiaries or any Controlled ERISA Affiliate under Section 401(a) of the
Internal Revenue Code, copies of each such letter;

            (i) within ten (10) Business Days after receipt by the Borrower, any
of its Subsidiaries or any Controlled ERISA Affiliate of a notice regarding the
imposition of withdrawal liability under any Multiemployer Plan, copies of each
such notice;

            (j) within ten (10) Business Days prior to the date the Borrower,
any of its Subsidiaries or any Controlled ERISA Affiliate intends to fail to
make a required installment or any other required payment under Section 412 of
the Internal Revenue Code on or before the due date for such installment or
payment, a notification of such failure;

            (k) within ten (10) Business Days after the Borrower, any of its
Subsidiaries or any Controlled ERISA Affiliate knows (a) a Multiemployer Plan of
the Borrower, its


                                       77

Subsidiaries or any Controlled ERISA Affiliate has been terminated, (b) the
administrator or plan sponsor of a Multiemployer Plan of the Borrower, its
Subsidiaries or any Controlled ERISA Affiliate intends to terminate any such
Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings
under Section 4042 of ERISA to terminate a Multiemployer Plan of the Borrower,
its Subsidiaries or any Controlled ERISA Affiliate, a written statement setting
forth any such event or information;

            (l) within ten (10) Business Days after the Borrower, any of its
Subsidiaries or any Controlled ERISA Affiliate knows that an ERISA Affiliate
(excluding for purposes hereof any ERISA Affiliate which is a Controlled ERISA
Affiliate) has incurred or to the best knowledge of the Borrower and its
Subsidiaries, could reasonably be expected to incur, any liability under ERISA,
the Internal Revenue Code, or any other law applicable to Benefit Plans that has
had or could reasonably be expected to have a Material Adverse Effect, a
statement of the chief accounting officer of the Borrower describing such
transaction and the action which the Borrower or other such entities have taken,
are taking or propose to take with respect thereto; and

            (m) within thirty (30) days after receipt by the Borrower or any of
its Subsidiaries of each actuarial report for any Retiree Health Plan of
Borrower or any of its Subsidiaries, copies of each such report.

            For purposes of this Section 7.4, the Borrower, any of its
Subsidiaries and any Controlled ERISA Affiliate shall be deemed to know all
facts known by the administrator of any Benefit Plan of which such entity is
then the plan sponsor.

            The Borrowers will establish, maintain and operate all Benefit Plans
of the Borrower, of its Subsidiaries or any Controlled ERISA Affiliate to comply
in all material respects with the provisions of ERISA, the Internal Revenue
Code, and all other applicable laws, and the regulations and interpretations
thereunder other than to the extent that the Borrower is in good faith
contesting by appropriate proceedings the validity or implication of any such
provision, law, rule, regulation or interpretation.

      7.5 PROCEEDINGS OR ADVERSE CHANGES.

            The Borrower will as soon as practicable, and in any event within
thirty (30) Business Days after the Borrower learns of the following, give
written notice to the Agent of any proceeding(s) being instituted or threatened
in writing to be instituted by or against the Borrower or any of its
Subsidiaries in any federal, state, local or foreign court or before any
commission or other regulatory body (federal, state, local or foreign) that is
reasonably likely to expose Borrower or any of its Subsidiaries to liability in
excess of $2,500,000 (without regard to whether any or all of such amount is
covered by insurance). The Borrower will as soon as possible, and in any event
within five (5) Business Days after the Borrower learns of the following, give
written notice to the Agent of any Material Adverse Change. Provision of any
such notice by the Borrower will not constitute a waiver or excuse of any
Default or Event of Default occurring as a result of such changes or events.


                                       78

      7.6 ENVIRONMENTAL MATTERS.

            The Borrower will conduct its business and the businesses of each of
its Subsidiaries so as to comply in all material respects with all environmental
laws, regulations, directions and ordinances in all applicable jurisdictions
including, without limitation, environmental land use, occupational safety or
health laws, regulations, directions, ordinances, requirements or permits in all
applicable jurisdictions, except to the extent that the Borrower or any of its
Subsidiaries is contesting, in good faith by appropriate legal proceedings, any
such law, regulation, direction, ordinance or interpretation thereof or
application thereof; provided, further, that the Borrower and each of its
Subsidiaries will comply with the order of any court or other governmental body
of the applicable jurisdiction relating to such laws unless the Borrower or its
Subsidiaries shall currently be prosecuting an appeal or proceedings for review
and shall have secured a stay of enforcement or execution or other arrangement
postponing enforcement or execution pending such appeal or proceedings for
review. If the Borrower or any of its Subsidiaries shall (a) receive notice that
any violation of any federal, state or local environmental law, regulation,
direction or ordinance may have been committed or is about to be committed by
the Borrower or any of its Subsidiaries except where such violation could not
reasonably be expected to have a Material Adverse Effect, (b) receive notice
that any administrative or judicial complaint or order has been filed or is
about to be filed against the Borrower or any of its Subsidiaries alleging
violations of any federal, state or local environmental law, regulation,
direction or ordinance requiring the Borrower or any of its Subsidiaries to take
any action in connection with the release of toxic or hazardous substances into
the environment where the cost of taking any such action is reasonably likely to
exceed $500,000 or (c) receive any notice from a federal, state, or local
governmental agency or private party alleging that the Borrower or any of its
Subsidiaries may be liable or responsible for costs associated with a response
to or cleanup of a release of a toxic or hazardous substance into the
environment or any damages caused thereby except where such liability could not
reasonably be expected to have a Material Adverse Effect, the Borrower will
provide the Agent with a copy of such notice within forty-five (45) days after
the receipt thereof by the Borrower or any of its Subsidiaries. Within
forty-five (45) days after the Borrower learns of the enactment or promulgation
of any federal, state or local environmental law, regulation, direction,
ordinance, criteria or guideline which could reasonably have a Material Adverse
Effect, the Borrower will provide the Agent with notice thereof. The Borrower
will promptly take all actions necessary to prevent the imposition of any Liens
on any of its properties arising out of or related to any environmental matters.
At the time that the Agent learns of any environmental condition or occurrence
at any property of the Borrower, which environmental condition or occurrence has
or could reasonably be expected to have a Material Adverse Effect, the Agent may
request, and at the sole cost and expense of the Borrower, the Borrower will
retain, an environmental consulting firm, satisfactory to the Agent in its
commercially reasonable judgment, to conduct an environmental review and audit
of such affected property and promptly provide to the Agent and each Lender a
copy of any reports delivered in connection therewith.

      7.7 BOOKS AND RECORDS; INSPECTION.

            (a) The Borrower will, and will cause each of its Subsidiaries to,
maintain books and records pertaining to their property and assets in such
detail, form and scope as is consistent with good business practice.


                                       79

            (b) The Borrower agrees that the Agent or its agents may enter upon
the premises of the Borrower or any of its Subsidiaries at any time and from
time to time, during normal business hours, and at any time at all on and after
the occurrence of an Event of Default which continues beyond the expiration of
any grace or cure period applicable thereto, and which has not otherwise been
waived by the Agent, for the purpose of (a) enabling the Agent's internal
auditors to conduct quarterly field examinations at the Borrower's expense (such
expense to include amounts specified in Section 14.8), (b) inspecting the
Collateral, (c) inspecting and/or copying (at Borrowers' expense) any and all
records pertaining thereto, (d) discussing the affairs, finances and business of
the Borrower with any officers and employees of the Borrower, (e) discussing the
affairs, finances and business of the Borrower with the Independent Accountant,
but only so long as the Agent has provided prior notice to the Borrower and the
discussions with the Independent Accountant are reasonable in scope and
frequency and (f) verifying Eligible Accounts Receivable. The Lenders, in the
reasonable discretion of the Agent, may accompany the Agent at their sole
expense in connection with the foregoing inspections. The Borrower agrees to
afford the Agent thirty (30) days prior written notice of any change in the
location of any Collateral (other than Inventory held for shipment by third
Persons, Inventory and equipment in transit, Inventory held for processing by
third Persons or immaterial quantities of assets, equipment or Inventory) or in
the location of its chief executive office or place of business from the
locations specified in Schedule 6.7, and to execute in advance of such change,
cause to be filed and/or delivered to the Agent any financing statements or
other documents required by the Agent, all in form and substance satisfactory to
the Agent. The Borrower agrees to furnish any Lender with such other information
regarding its business affairs and financial condition as such Lender may
reasonably request from time to time.

      7.8 COLLATERAL RECORDS.

            The Borrower will, and will cause each Borrower Entity to, execute
and deliver to the Agent, from time to time, solely for the Agent's convenience
in maintaining a record of the Collateral, such written statements and schedules
as the Agent may reasonably require, including without limitation those
described in Section 7.1 of this Credit Agreement, designating, identifying or
describing the Collateral. The Borrower's or any Borrower Entity's failure,
however, to promptly give the Agent such statements or schedules shall not
affect, diminish, modify or otherwise limit the Lenders' security interests in
the Collateral. The Borrower agrees to maintain such books and records regarding
Accounts and the other Collateral as the Agent may reasonably require, and
agrees that such books and records will reflect the Lenders' interest in the
Accounts and such other Collateral.

      7.9 SECURITY INTERESTS.

            The Borrower will, and will cause each Borrower Entity to, defend
the Collateral against all claims and demands of all Persons at any time
claiming the same or any interest therein. The Borrower agrees to, and will
cause each Borrower Entity to, comply with the requirements of all state and
federal laws in order to grant to the Lenders valid and perfected first security
interest in the Collateral subject only to Permitted Liens. The Agent is hereby
authorized by each Borrower Entity to file any financing statements covering the
Collateral whether or not any Borrower Entity's signature appears thereon. The
Borrower agrees to, and will cause each Borrower Entity to, do whatever the
Agent may reasonably request, from time to


                                       80

time, by way of: filing notices of liens, financing statements, fixture filings
and amendments, renewals and continuations thereof; cooperating with the Agent's
custodians; keeping stock records; obtaining waivers from landlords and
mortgagees and from warehousemen, fillers, processors and packers and their
respective landlords and mortgagees; paying claims, which might if unpaid,
become a Lien (other than a Permitted Lien) on the Collateral; assigning its
rights to the payment of Accounts pursuant to the Assignment of Claims Act of
1940, as amended (31 U.S.C. Section 3727 et. seq.) (the failure of which to so
assign will permit the Agent to exclude such accounts from the Revolving Credit
Borrowing Base); and performing such further acts as the Agent may reasonably
require in order to effect the purposes of this Credit Agreement and the other
Credit Documents. Any and all fees, costs and expenses of whatever kind and
nature (including any Taxes, reasonable attorneys' fees or costs for insurance
of any kind), which the Agent may incur with respect to the Collateral or the
Obligations: in filing public notices; in preparing or filing documents; making
title examinations or rendering opinions; in protecting, maintaining, or
preserving the Collateral or its interest therein; in enforcing or foreclosing
the Liens hereunder, whether through judicial procedures or otherwise; or in
defending or prosecuting any actions or proceedings arising out of or relating
to its transactions with any Borrower Entity under this Credit Agreement or any
other Credit Document, will be borne and paid by the Borrower. If the same are
not promptly paid by the Borrower, the Agent may pay the same on the Borrower's
behalf, and the amount thereof shall be an Obligation secured hereby and due to
the Agent on demand.

      7.10 INSURANCE; ASSET LOSS.

            The Borrower will, and will cause each of its Subsidiaries to,
maintain third party liability insurance and replacement value property
insurance on their assets under such policies of insurance, with such insurance
companies, in such amounts and covering such risks as are consistent with
industry practices and consistent with the insurance described on Schedule 6.32.
All such policies (other than to the extent they relate solely to one or more
Excluded Entities) are to name the Borrower, the Agent and the Lenders as
additional insureds on liability policies and the Agent and the Borrower as loss
payees in case of property loss, as their interests may appear, and are to
contain such other provisions as the Agent may reasonably require to fully
protect the Agent's interest in the assets of the Borrower and its Subsidiaries
and to any payments to be made under such policies. True copies of all original
insurance policies or certificates of insurance evidencing such insurance
covering the assets of the Borrower and its Subsidiaries are to be delivered to
the Agent, to the extent such policies or certificates have not been previously
delivered to the Agent, on or prior to the Closing Date, premium prepaid, with
(other than to the extent they relate solely to one or more Excluded Entities)
the loss payable endorsement in the Agent's favor, and shall provide for not
less than ten (10) days prior written notice to the Agent, of the exercise of
any right of cancellation. In the event the Borrower or any of its Subsidiaries
fail to respond in a timely and appropriate manner with respect to collecting
under any insurance policies required to be maintained under this Section 7.10,
the Agent shall have the right, in the name of the Agent, the Borrower or any of
its Subsidiaries, to file claims under such insurance policies, to receive and
give acquittance for any payments that may be payable thereunder, and to execute
any and all endorsements, receipts, releases, assignments, reassignments or
other documents that may be necessary to effect the collection, compromise or
settlement of any claims under any such insurance policies. The Borrower will,
and will cause each Subsidiary to, provide written notice to the Lenders of the
occurrence of any of the following events within


                                       81

fifteen (15) Business Days after the end of any quarter in which the Borrower's
risk management department learns (or should reasonably have learned) of the
occurrence of such event: any asset or property owned or used by the Borrower or
any of its Subsidiaries that has an estimated replacement value equal to or
greater than $500,000 is (i) materially damaged or destroyed, or suffers any
other loss or (ii) is condemned, confiscated or otherwise taken, in whole or in
part, or the use thereof is otherwise diminished so as to render impracticable
or unreasonable the use of such asset or property for the purpose to which such
asset or property were used immediately prior to such condemnation, confiscation
or taking, by exercise of the powers of condemnation or eminent domain or
otherwise, and in either case amount of the damage, destruction, loss or
diminution in value of the assets of the Borrower and its Subsidiaries is in
excess of, in the aggregate for the Borrower and all of its Subsidiaries,
$2,000,000 in any fiscal year of the Borrower (any such damage, destruction,
loss or diminution in value of the Collateral is referred to herein as an "Asset
Loss"). The Borrower will, and will cause each Subsidiary to, diligently file
and prosecute its claim or claims for any award or payment in connection with an
Asset Loss. In the event of an Asset Loss, the Borrower will, and will cause
each Subsidiary (other than an Excluded Entity) to, pay to the Agent, promptly
upon receipt thereof, any and all insurance proceeds and payments received by a
Subsidiary on account of damage, destruction or loss of all or any portion of
the assets of the Borrower or its Subsidiaries (other than an Excluded Entity)
to which the Agent is entitled. The Agent's right to retain such insurance
proceeds is subject to (i) the limitations set forth in the definition of Asset
Loss, and until there is an Asset Loss and unless an Event of Default shall have
occurred and be continuing, the Agent shall pay to Borrower (or as directed by
Borrower) any such insurance proceeds to which Borrower is entitled and (ii) the
rights of any lessor or secured creditor senior to Agent, if the underlying
obligation is permitted by this Credit Agreement. The Agent may, with the
consent of the Required Lenders, either (a) apply the proceeds realized from
Asset Losses, as set forth in Section 2.3(b) or (b) pay such proceeds to the
Borrower or the applicable Subsidiary to be used to repair, replace or rebuild
the asset or property or portion thereof that was the subject of the Asset Loss.
After the occurrence and during the continuance of an Event of Default, (i) no
settlement on account of any such Asset Loss (other than those of an Excluded
Entity) shall be made without the consent of the Lenders and (ii) the Agent may
participate in any such proceedings and the Borrower will, and will cause each
applicable Subsidiary to, deliver to the Agent such documents as may be
requested by the Agent to permit such participation and will consult with the
Agent, its attorneys and agents in the making and prosecution of such claim or
claims. The Borrower and each Subsidiary (other than an Excluded Entity) hereby
irrevocably authorizes and appoints the Agent its attorney-in-fact, after the
occurrence and continuance of an Event of Default, to collect and receive for
any such award or payment and to file and prosecute such claim or claims, which
power of attorney shall be irrevocable and shall be deemed to be coupled with an
interest, and the Borrower shall, and will cause each such Subsidiary to, upon
demand of the Agent, make, execute and deliver any and all assignments and other
instruments sufficient for the purpose of assigning any such award or payment to
the Agent for the benefit of the Lenders, free and clear of any encumbrances of
any kind or nature whatsoever.

      7.11 TAXES.

            The Borrower will, and will cause each of the Subsidiaries to, pay,
when due and in any event prior to delinquency, all Taxes lawfully levied or
assessed against the Borrower, any of its Subsidiaries or any of the Collateral;
provided, however, that unless such Taxes have


                                       82

become a federal tax Lien or ERISA Lien on any of the assets of the Borrower or
any Subsidiary, no such Tax need be paid if the same is being contested in good
faith, by appropriate proceedings promptly instituted and diligently conducted
and if an adequate reserve or other appropriate provision shall have been made
therefor as required in order to be in conformity with GAAP.

      7.12 COMPLIANCE WITH LAWS.

            The Borrower will, and will cause each of its Subsidiaries to,
comply with all acts, rules, regulations, orders, and ordinances of any
legislative, administrative or judicial body or official applicable to the
Collateral or any part thereof, or to the operation of its business, except
where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

      7.13 USE OF PROCEEDS.

            Subject to the terms and conditions hereof, the proceeds of any
Loans made hereunder shall be used by the Borrower solely for the financing of
working capital and the financing of capital expenditures for food-related
businesses (other than the fresh or processed meat business); provided, however,
that in any event, no portion of the proceeds of any such advances shall be used
by the Borrower for the purpose of purchasing or carrying any "margin stock" (as
defined in Regulation U of the Board of Governors of the Federal Reserve System)
or for any other purpose which violates the provisions or Regulation T, U or X
of said Board of Governors or for any other purpose in violation of any
applicable statute or regulation, or of the terms and conditions of this Credit
Agreement.

      7.14 FISCAL YEAR.

            The Borrower agrees that it will give the Agent at least forty-five
(45) days' prior written notice of any change in its fiscal year from a year
ending December 31.

      7.15 NOTIFICATION OF CERTAIN EVENTS.

            The Borrower agrees that it will promptly notify the Agent of the
occurrence of any of the following events:

            (a) any Material Contract of the Borrower or any of its Subsidiaries
is terminated or amended in any material adverse respect or any new Material
Contract is entered into (in which event the Borrower shall provide the Agent
with a copy of such Material Contract); or

            (b) any of the terms upon which suppliers to the Borrower or any of
its Subsidiaries do business with the Borrower or any of its Subsidiaries are
changed or amended in any respect which has or could reasonably be expected to
have a Material Adverse Effect; or

            (c) any order, judgment or decree in excess of $2,500,000 shall have
been entered against the Borrower or any of its Subsidiaries or any of their
respective properties or assets, or


                                       83

            (d) any written notification of violation of any law or regulation
or any inquiry with respect thereto shall have been received by the Borrower or
any of its Subsidiaries from any local, state, federal or foreign Governmental
Authority or agency which violation could reasonably be expected to have a
Material Adverse Effect.

      7.16 ADDITIONAL SUBSIDIARIES; INACTIVE SUBSIDIARIES.

            Promptly, and in any event within two (2) Business Days, upon any
Person becoming a direct or indirect Subsidiary of the Borrower or upon any
Subsidiary which was an Inactive Subsidiary ceasing to be an Inactive
Subsidiary, the Borrower will provide the Agent with written notice thereof
setting forth information in reasonable detail describing all of the assets of
such Person and shall, to the extent consistent with the documentation requested
or required prior to such time, (a) cause such Person to execute a Joinder
Agreement in substantially the same form as Exhibit J hereto, (b) cause such
Person to pledge all of its assets of the type included in the Collateral to the
Agent pursuant to a security agreement in substantially the form of the Security
Agreement and otherwise in a form acceptable to the Agent, (c) cause such Person
to execute and deliver such other documents as the Agent reasonably requests and
(d) execute and deliver such other documentation as the Agent may reasonably
request in connection with the foregoing, including, without limitation,
appropriate UCC-1 financing statements, Acknowledgment Agreements, certified
resolutions and other organizational and authorizing documents of such Person
and favorable opinions of counsel to such Person (which shall cover, among other
things, the legality, validity, binding effect and enforceability of the
documentation referred to above), all in form, content and scope reasonably
satisfactory to the Agent.

      7.17 SCHEDULES OF ACCOUNTS AND PURCHASE ORDERS.

            In furtherance of the continuing assignment and security interest in
the Accounts of the Borrower granted pursuant to the Security Agreement, upon
the creation of Accounts, the Borrower will execute and deliver to the Agent in
such form and manner as the Agent may require, solely for its convenience in
maintaining records of collateral, such confirmatory schedules of Accounts, and
other appropriate reports designating, identifying and describing the Accounts
as the Agent may require. In addition, upon the Agent's reasonable request, the
Borrower will provide the Agent with copies of agreements with, or purchase
orders from, the customers of the Borrower and CBCNA and copies of invoices to
customers, proof of shipment or delivery and such other documentation and
information relating to said Accounts and other collateral as the Agent may
require. Failure to provide the Agent with any of the foregoing shall in no way
affect, diminish, modify or otherwise limit the security interests granted
herein. The Borrower hereby authorizes the Agent to regard the Borrower's or any
of its Subsidiaries' printed name or rubber stamp signature on assignment
schedules or invoices as the equivalent of a manual signature by the Borrower's
or such Subsidiaries' authorized officers or agents.

      7.18 COLLECTION OF ACCOUNTS.

            (a) Other than amounts received in the cafeteria and from the sale
of promotional items to employees at the Borrower's corporate headquarters and
other similar de minimus amounts which are deposited in an account at Firstar
Bank, N.A. in Cincinnati, Ohio,


                                       84

all proceeds of Collateral in the United States and Canada and all proceeds of
Accounts shall be directed to one or more lockboxes which are subject to
tri-party agreements between the Agent, the applicable Credit Party and
applicable bank or to an Agent Bank Account. All amounts received in such
lockboxes shall be deposited into a bank account in the Agent's name (or with
respect to accounts at Bank of America, N.A., in the Borrower's name for the
benefit of the Agent) (each an "Agent Bank Account") and the Borrower shall, and
shall cause each of its domestic Subsidiaries to, cause all amounts that it
receives from any source to be deposited into an Agent Bank Account. The Agent
agrees that, unless Availability (without giving effect to the Resolution Block)
(plus the amount of unrestricted cash and Cash Equivalents of the Borrower and
its Subsidiaries' (other than any Excluded Entity) shall fall below $20,000,000
or a Default or an Event of Default has occurred, the Agent shall not deliver a
notice to cause funds in any of the applicable accounts to be sent to any
account of the Agent or any of its Affiliates.

            (b) Any checks, cash, notes or other instruments or property
received by the Borrower or any of its Subsidiaries with respect to any Accounts
shall be held by the Borrower or any of its Subsidiaries in trust for the
benefit of the Lenders, separate from the Borrower's or Subsidiary's own
property and funds, and immediately turned over to the Agent or deposited in
lockbox accounts under the dominion and control of the Agent, with proper
assignments or endorsements. No checks, drafts or other instruments received by
the Agent shall constitute final payment unless and until such instruments have
actually been collected. The Agent on behalf of the Lenders shall have sole
dominion and control over the domestic bank accounts of the Credit Parties
subject to the limited rights of deposit and withdrawal granted to the Credit
Parties pursuant to the lockbox letters delivered to the lockbox banks.

      7.19 NOTICE; CREDIT MEMORANDA; AND RETURNED GOODS.

            In addition to the reports required pursuant to Section 7.1, the
Borrower will notify the Agent promptly of any matters materially affecting the
value, enforceability or collectability of any Account, and of all material
customer disputes, offsets, defenses, counterclaims, returns and rejections, and
all reclaimed or repossessed merchandise or goods, provided, however, that such
notice shall only be required as to any such matter that affects Accounts
outstanding at any one time from any account debtor, which affected Accounts
have a value greater than $500,000. The Borrower will issue credit memoranda
promptly (with duplicates to the Agent upon its request for same) upon accepting
returns or granting allowances, and may continue to do so until the occurrence
of an Event of Default which continues beyond the expiration of the applicable
grace or cure period, or which has not otherwise been waived by the Required
Lenders. After the occurrence and during the continuance of an Event of Default,
the Borrower agrees that all returned, reclaimed or repossessed merchandise or
goods shall be set aside by the Borrower, marked with the Lenders' name and held
by the Borrower for the Lenders' account as owner and assignee.

      7.20 ACKNOWLEDGMENT AGREEMENTS.

            The Borrower will assist the Agent in obtaining executed
Acknowledgment Agreements from each of the warehousemen, processors, packers,
fillers, landlords and mortgagees with whom the Borrower conducts business from
time to time.


                                       85

      7.21 TRADEMARKS ETC.

            The Borrower will do and cause to be done all things necessary to
preserve and keep in full force and effect all registrations of trademarks,
service marks and other marks, trade names or other trade rights which
registrations are of value to the Borrower or any of its Subsidiaries (other
than those which are, individually and in the aggregate, of de minimus value).

      7.22 MAINTENANCE OF PROPERTY.

            The Borrower will, and will cause each of its Subsidiaries to, keep
all property necessary to its respective business in good working order and
condition (ordinary wear and tear excepted) in accordance with their past
operating practices and not to commit or suffer any waste with respect to any of
its properties, except for properties which either individually or in the
aggregate are not material.

      7.23 [INTENTIONALLY DELETED]

      7.24 REVISIONS OR UPDATES TO SCHEDULES.

            If any of the information or disclosures provided on any of
Schedules 6.7, 6.8, 6.9, 6.15, 6.18 or 6.29, originally attached hereto become
outdated or incorrect in any material respect, the Borrower shall deliver to the
Agent and the Lenders as part of the compliance certificate required pursuant to
Section 7.1(d) (or earlier if the Borrower so elects) such revision or updates
to such Schedule(s) as may be necessary or appropriate to update or correct such
Schedule(s) which revisions shall be effective from the date accepted in writing
by the Agent, such acceptance not to be unreasonably withheld or delayed;
provided, that no such revisions or updates to any such Schedule(s) shall be
deemed to have cured any breach of warranty or misrepresentation occurring prior
to the delivery of such revision or update by reason of the inaccuracy or
incompleteness of any such Schedule(s) at the time such warranty or
representation previously was made or deemed to be made.

      7.25 [INTENTIONALLY DELETED]

      7.26 COMPLIANCE WITH PACA.

            The Borrower shall, and shall cause each Borrower Entity to:

            (a) Comply with all applicable provisions of PACA, including,
without limitation, those governing trust formation and prompt repayment.

            (b) Maintain written records pertaining to perishable agricultural
commodities and by-products in its possession to which a constructive trust
under PACA is applicable.

All terms used in this Section 7.26 and defined in PACA shall have the meanings
ascribed to such terms therein.


                                       86

      7.27 COVENANTS RELATING TO FOOD SECURITY ACT.

            The Borrower shall, and shall cause each Borrower Entity to:

            (a) Promptly provide the Agent with a copy of any notice received by
the Borrower with respect to a security interest created by a seller of farm
products.

            (b) With respect to any farm products produced in a state with a
central filing system, register with the secretary of state of such state prior
to the purchase of such farm products.

All terms used in this Section 7.27 and defined in the Food Security Act shall
have the meanings ascribed to such terms therein.

      7.28 PAYMENT FOR PERISHABLE GOODS.

            (a) The Borrower shall pay, not later than one (1) Business Day
prior to the date required for payment therein, any outstanding invoices for
perishable agricultural commodities purchased from any vendor other than an
Affiliate; provided, however, that in the event that any such invoice requires
payment upon delivery, payment shall be made on such date of delivery, provided,
further, however, that any such invoices which require payment upon delivery may
be paid at a later date up to thirty (30) days after delivery of such
commodities so long as the Borrower has provided evidence satisfactory to the
Agent of prior course of dealing with any existing or current vendor and for all
vendors carried out in accordance with standard industry practices or the
Borrower has obtained a waiver of the vendors' rights under PACA.
Notwithstanding anything to the contrary contained in this Section 7.28(a),
neither Borrower nor any Subsidiary shall be obligated to pay amounts on any
invoice with respect to which Borrower or such Subsidiary has a bona fide
dispute concerning payment for any reason, including, without limitation,
quality of the perishable commodities received, quantity of the perishable
commodities received, or compliance of the perishable commodities received with
applicable rules and regulations.

            (b) The Borrower shall pay, in the event that written notification
other than on an invoice is received from any vendor of perishable agricultural
commodities of its intent to enforce its rights under Section 5 of PACA, or to
establish a federal statutory lien or trust under the Food Security Act, the
related invoice within one (1) Business Day of receipt and promptly notify the
Agent of such receipt; provided, however, that such invoice may remain unpaid
if, and only so long as, (i) appropriate legal or administrative action has been
commenced and is being diligently pursued or defended by the Borrower, (ii) the
ability of the vendor to pursue any rights or enforce any liens or trusts
provided under PACA has been stayed or is otherwise legally prohibited during
the pendency of such action or the benefits of Section 5 of PACA are not
available to such vendor and (iii) the Agent shall have established a reserve
against the Revolving Credit Borrowing Base in an amount at least equal to the
amount claimed to be due by such vendor under the relevant invoice.
Notwithstanding anything to the contrary contained in this Section 7.28(b),
neither Borrower nor any Subsidiary shall be obligated to pay the full amount of
any invoice which is subject to offset by Borrower or such Subsidiary pursuant
to Section 46.46(e)(4) of the regulations promulgated under PACA. This Section
7.28 should not


                                       87

be construed to impose a responsibility on Borrower or any of its Subsidiaries
to pay to the vendor or report to the Agent any informal or formal complaints
received by Borrower or any such Subsidiary under PACA; instead, this Section
7.28 should be construed to impose such responsibilities only in the event a
formal claim under a statutory trust under Section 5 of PACA is made by a
vendor.

                                  ARTICLE VIII.

                               FINANCIAL COVENANTS

            Until termination of this Credit Agreement and the Commitments
hereunder and payment and satisfaction of all Obligations due or to become due
hereunder, the Borrower agrees that, unless the Required Lenders shall have
otherwise consented in writing:

      8.1 LEVERAGE RATIO.

            The Borrower and its consolidated Subsidiaries (other than CPF and
its Subsidiaries) shall have a Leverage Ratio, as of the end of each fiscal
quarter of the Borrower of no greater than 2.65:1.00.

      8.2 FIXED CHARGE COVERAGE RATIO.

            The Borrower and its consolidated Subsidiaries (other than CPF and
its Subsidiaries) shall have a Fixed Charge Coverage Ratio (tested quarterly),
of at least 1.00:1.00 for the four (4) fiscal quarter period then ended.

      8.3 CAPITAL EXPENDITURES.

            The Borrower shall not, and shall not permit its Subsidiaries (other
than CPF and its Subsidiaries) to, make or commit to make Consolidated Capital
Expenditures in an aggregate amount in excess of the amounts set forth below,
for the following fiscal years:



                         Fiscal Year             Capital Expenditures Limit
                         -----------             --------------------------
                                              
                  2002                                  $50,000,000
                  2003 - and each fiscal                $55,000,000
                         year thereafter


provided, however, that (a) the amount expended in any fiscal year for any
Permitted Acquisition shall not reduce the Capital Expenditure limit for such
fiscal year and (b) the proceeds of any property loss under any insurance policy
applied to replace or rebuild any such affected property shall not be included
in the calculation of Consolidated Capital Expenditures for the purpose of
determining compliance with this Section 8.3.


                                       88

      8.4 EBITDA.

            The Borrower and its consolidated Subsidiaries (other than CPF and
its Subsidiaries) shall have Consolidated EBITDA of at least (i) $126,000,000
for the four (4) fiscal quarter period ending March 31, 2002; (ii) $130,000,000
for the four (4) fiscal quarter period ending June 30, 2002; (iii) $135,000,000
for the four (4) fiscal quarter period ending September 30, 2002; (iv)
$140,000,000 for the four (4) fiscal quarter period ending December 31, 2002;
and (v) $150,000,000 for the four (4) fiscal quarter period ending on each
fiscal quarter thereafter.

      8.5 CHIQUITA FRESH LATIN AMERICAN GROUP.

            (a) The Borrower shall not permit the aggregate amount of cash and
Cash Equivalents owned or maintained by Persons which are members of the
Chiquita Fresh Latin American Group to exceed $10,000,000 at any time, provided
that such members may own or maintain up to $20,000,000 of cash and Cash
Equivalents from time to time for a period not to exceed two (2) Business Days.

            (b) The Borrower shall not permit Persons which are members of the
Chiquita Fresh Latin American Group to make or commit to make Capital
Expenditures in an aggregate amount for all of the Persons which are members of
the Chiquita Fresh Latin American Group in excess of (i) $25,000,000 during
fiscal year 2002; (ii) $30,000,000 during fiscal year 2003; and (iii)
$30,000,000 during fiscal year 2004; provided, however, that the proceeds of any
property loss under any insurance policy applied to replace or rebuild any such
affected property shall not be included in the calculation of Capital
Expenditures for the purpose of determining compliance with this Section 8.5.

                                   ARTICLE IX.

                               NEGATIVE COVENANTS

            Until termination of the Credit Agreement and the Commitments
hereunder and payment and satisfaction of all Obligations due or to become due
hereunder, the Borrower agrees that, unless the Required Lenders shall have
otherwise consented in writing, it will not, and will not permit any of the
Subsidiaries to:

      9.1 RESTRICTIONS ON LIENS.

            Mortgage, assign, pledge or otherwise permit any Lien (whether as a
result of a purchase money or title retention transaction, or other security
interest, or otherwise) to exist on any of its assets or properties, whether
real, personal or mixed, whether now owned or hereafter acquired, except for
Permitted Liens; provided, that this covenant shall not apply to an Excluded
Entity to the extent complying with this covenant would cause a breach or
default of any agreement relating to borrowed money to which such Excluded
Entity is a party.

      9.2 RESTRICTIONS ON INDEBTEDNESS.

            Incur, create or suffer to exist any Indebtedness other than
Permitted Indebtedness.


                                       89

      9.3 RESTRICTIONS ON TRANSFER OF ASSETS.

            Sell, lease, assign, transfer or otherwise dispose of any assets
(including Intellectual Property and the Capital Stock of any Subsidiary of the
Borrower) other than:

            (a) sales of Inventory in the ordinary course of business,

            (b) sale-leaseback transactions (involving assets other than
Proprietary Rights), when the applicable selling entity receives fair market
value for the sale and which are permitted by Section 9.13,

            (c) transfers (other than of Proprietary Rights) to a Secured Credit
Party,

            (d) sales in the ordinary course of business, when the applicable
selling entity receives fair market value for the sale of (i) assets or
properties (other than Inventory, Proprietary Rights or Capital Stock of any
Subsidiary of the Borrower) used in the Borrower's or a Subsidiary's business
that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary
owns only assets which are worn out, (it being agreed that (x) the Net Cash
Proceeds of each such sale of worn out assets or Subsidiary shall be paid to the
Agent and (A) applied to repay outstanding Revolving Loans (and if such Net Cash
Proceeds are so applied, a block against Revolving Loans and Letters of Credit
(an "Asset Sale Block") in the amount so applied shall be put in place) and (B)
to the extent there are not sufficient outstanding Revolving Loans then
outstanding, held by the Agent as Collateral (provided, however, that if the
applicable sale was made by a Subsidiary which is not a Person organized under
the laws of the United States of America (or a political subdivision thereof)
and the Borrower in good faith believes that paying such Net Cash Proceeds to
the Agent would expose the Borrower to tax liabilities that the Borrower would
not otherwise have, as long as Availability is, at the time of the receipt of
such Net Cash Proceeds by the Borrower or the applicable Subsidiary, at least
equal to the amount of such Net Cash Proceeds (and the Borrower delivers a
written statement representing and warranting to the Agent and the Lenders that
each of such conditions then exist), the Borrower does not need to pay such Net
Cash Proceeds to the Agent (and an Asset Sale Block will then be put in place in
the amount of such Net Cash Proceeds)) and (y) as long as no Event of Default
then exists or would be caused thereby, the Agent shall release the applicable
Asset Sale Block or the applicable funds it then holds as Collateral pursuant to
this clause (d) to the Borrower or the applicable Subsidiary upon a written
request (received by the Agent within one hundred twenty (120) days of the
applicable sale) from the Borrower requesting that such Asset Sale Block or
funds be promptly released by the Agent and representing and warranting to the
Agent and the Lenders that the applicable funds are going to be used promptly
upon such release or receipt thereof by the Borrower or the applicable
Subsidiary to purchase assets to replace the applicable worn out assets),

            (e) sales, made while no Default or Event of Default has occurred
and is continuing and as long as no Default or Event of Default would result
therefrom, of (i) assets (other than Accounts, Proprietary Rights, general
intangibles or Tropical Farms (or equity interests in Persons which own only
Tropical Farms)) that are no longer needed or useful in such Person's operations
or (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only
assets which are, no longer needed or useful in such Person's operations, as
long as (i) at least


                                       90

seventy-five percent (75%) of the consideration received by the Borrower and its
Subsidiaries is in the form of cash and Cash Equivalents, (ii) the aggregate
consideration (including assumed debt) for all such sales after the Original
Closing Date does not exceed $20,000,000, (iii) the assets or Subsidiary so sold
after the Original Closing Date will not have contributed Consolidated EBITDA,
over the four fiscal quarter period ending prior to the date of such sale,
exceeding five percent (5%) of the Consolidated EBITDA as of December 31, 2000,
(iv) the Borrower can demonstrate that had such sale occurred immediately prior
to the then most recently completed four fiscal quarter period, the Borrower
would have been in compliance with the financial covenants set forth herein, and
(v) the Borrower delivers a certificate executed by an authorized officer of the
Borrower representing and warranting to the Agent and the Lenders that the
conditions set forth in clauses (i) through (iv) of this clause (e) have been
satisfied or complied with and that the applicable transferring entity received
fair market value for the applicable assets,

            (f) sales, made while no Default or Event of Default has occurred
and is continuing and as long as no Default or Event of Default would result
therefrom, of the assets set forth on Schedule 9.3 (which schedule shall also
indicate the minimum amount of the Loans that shall be repaid upon the sale of
such assets) and which are made on a basis where the selling entity receives
fair market value for the sale,

            (g) dispositions by Excluded Entities,

            (h) sales, made while no Default or Event of Default has occurred
and is continuing and as long as no Default or Event of Default would result
therefrom, of Tropical Farms (and equity interests in Persons which own only
Tropical Farms) in the ordinary course of business as long as (i) no single sale
(or series of related sales) is of property with a fair market value of greater
than $5,000,000, (ii) all of such sales made after the Original Closing Date do
not involve sales of property which produced bananas and plantains in an amount
in excess of ten percent (10%) of the bananas and plantains sold by the Borrower
and its Subsidiaries (to Persons other than the Borrower or a Subsidiary) during
the then most recently completed fiscal year of the Borrower (it being agreed
that if a particular sale is permitted at the time it was made, it shall be
permitted at all times thereafter) and (iii) the Borrower delivers a certificate
executed by an authorized officer of the Borrower representing and warranting to
the Agent and the Lenders that the conditions set forth in clauses (i) and (ii)
of this clause (h) have been satisfied or complied with and that the applicable
selling entity received fair market value for the applicable Tropical Farm (it
being agreed that (x) the Net Cash Proceeds of each such sale of a Tropical Farm
shall be paid to the Agent and (A) applied to repay outstanding Revolving Loans
(and if such Net Cash Proceeds are so applied, a block against Revolving Loans
and Letters of Credit (a "Farm Sale Block") in the amount so applied shall be
put in place) and (B) to the extent there are not sufficient outstanding
Revolving Loans then outstanding, held by the Agent as Collateral (provided,
however, that if the Borrower in good faith believes that paying such Net Cash
Proceeds to the Agent would expose the Borrower to tax liabilities that the
Borrower would not otherwise have, as long as Availability is, at the time of
the receipt of such Net Cash Proceeds by the Borrower or the applicable
Subsidiary, at least equal to the amount of such Net Cash Proceeds (and the
Borrower delivers a written statement representing and warranting to the Agent
and the Lenders that each of such conditions then exists), the Borrower does not
need to pay such Net Cash Proceeds to the Agent (and a Farm Sale Block will then
be put in place in the


                                       91

amount of such Net Cash Proceeds)) and (y) as long as no Event of Default then
exists or would be caused thereby, the Agent shall release the applicable Farm
Sale Block or the applicable funds it then holds as Collateral pursuant to this
clause (h) to the Borrower or the applicable Subsidiary upon a written request
(received by the Agent within one hundred twenty (120) days of the applicable
sale) from the Borrower requesting that such Farm Sale Block or funds be
promptly released by the Agent and representing and warranting to the Agent and
the Lenders that the applicable funds are going to be used promptly upon such
release or receipt thereof by the Borrower or the applicable Subsidiary) to (1)
acquire one or more Tropical Farms (or all of the equity in one or more entities
that own only Tropical Farms) or (2) make a Capital Expenditure in an existing
Tropical Farm owned by a Subsidiary in an amount (when added to the amount of
all proceeds of the sales of Tropical Farms used to make Capital Expenditures
after the Original Closing Date) not to exceed $2,500,000, and

            (i) the transactions set forth in Schedule 9.3A hereto.

Notwithstanding the foregoing, Borrower shall not be required to pay to Agent
any asset proceeds obtained from a sale or disposition made pursuant to the
terms of clause (d) or (h) above if the sum of (i) the aggregate amount of such
proceeds plus (ii) the aggregate amount of all proceeds previously received as
consideration for a sale or disposition permitted pursuant to clause (d) or (h)
above that have not already been paid to Agent is less than $100,000; provided
however, that once the sum of all proceeds received pursuant to sales permitted
pursuant to clauses (d) and/or (h) above which have not been paid to the Agent
equals or exceeds $100,000, all such proceeds which have not been paid to the
Agent must be immediately paid to Agent and applied and/or held as Collateral as
provided in clauses (d) and (h) above. All amounts held by the Agent as
Collateral pursuant to this Section 9.3 and not yet applied to prepay Loans
shall bear interest for the account of the Borrower at a rate equal to the
Federal Funds Rate. All such interest shall be treated as a portion of the
original amount held as Collateral by the Agent and shall be released by the
Agent or applied to prepay Loans, as applicable, in accordance with this Section
9.3. Any Asset Sale Block, Farm Sale Block or amounts held by the Agent as
Collateral pursuant to this Section 9.3 not released by the Agent as described
in clause (d) or (h) above within one hundred twenty (120) days of the
applicable sale shall constitute Net Cash Proceeds from an Asset Disposition and
shall, in accordance with Section 2.3, be applied to prepay Loans (and to the
extent such prepayment relates to any amount of an Asset Sale Block or Farm Sale
Block not so released (a) the Borrower shall be deemed to have requested a
Revolving Loan in the amount of the applicable Asset Sale Block or Farm Sale
Block, (b) such applicable Asset Sale Block or Farm Sale Block shall be released
to permit Revolving Loans to be made, and (c) the requested Revolving Loans
shall be made and the proceeds thereof shall be applied to prepay Loans in
accordance with Section 2.3).

      9.4 NO CORPORATE CHANGES.

            (i) Merge or consolidate with any Person, provided, however, that
(a) the Credit Parties may merge or consolidate with and into each other (as
long as) if such merger or consolidation involves (x) the Borrower, the Borrower
is the surviving entity, (y) a Secured Credit Party (but not the Borrower), a
Secured Credit Party is the surviving entity or (z) a Guarantor but not a
Secured Credit Party, such Guarantor is the surviving entity), (b) any
Subsidiary of the Borrower may merge or consolidate with and into a Credit Party
(as long as (x)


                                       92

if either of such Persons is the Borrower, the surviving entity is the Borrower,
(y) if neither of such Persons is the Borrower, but one of such Persons is a
Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if
neither of such Persons is a Secured Credit Party, the surviving entity is a
Guarantor, and (c) any Subsidiary of the Borrower which is not a Credit Party
may merge or consolidate with any Subsidiary of the Borrower which is not a
Credit Party (as long as (x) unless each Person is an Excluded Entity, the
surviving entity is not an Excluded Entity and (y) if either of such
Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) or
(ii) alter or modify the Borrower's or any of its Subsidiaries' Articles or
Certificate of Incorporation or other equivalent organizational document or form
of organization (other than in connection with an Equity Issuance permitted
hereunder) or (iii) alter or modify any legal names, mailing addresses,
principal places of business, structure, status or existence of any Credit Party
unless the same shall have been notified to the Agent in writing at least ten
(10) Business Days prior to such alteration or modification or enter into or
engage in any business, operation or activity materially different from that
presently being conducted by the Borrower; provided, however, that upon ten (10)
days' notice to the Agent (and subject to the prior perfection of the Agent in
the resulting limited liability company interest), any corporation may be
converted to a limited liability company.

      9.5 NO GUARANTEES.

            Assume, guarantee, endorse, or otherwise become liable upon the
obligations of any other Person, including, without limitation, any Subsidiary
or Affiliate of the Borrower, except (a) by the endorsement of negotiable
instruments in the ordinary course of business, (b) by the giving of indemnities
in connection with the sale of Inventory or other asset dispositions permitted
hereunder, (c) a guaranty of Indebtedness if the Indebtedness so guaranteed
would itself constitute Permitted Indebtedness of the incurring guarantor, and
(d) a guaranty of a real property lease by the Borrower or one of its
Subsidiaries for real property leases entered into by (i) the Borrower or (ii)
one of its Subsidiaries that is not an Excluded Entity or Inactive Subsidiary;
provided, that (i) any Subsidiary of any Person may guarantee the direct
obligations of such Person as long as such direct obligations are otherwise
permitted hereby (provided, however, that the foregoing shall not permit the
guarantee of any obligation of CBII by the Borrower or any Subsidiary), (ii) GWF
may guarantee the obligations of its Subsidiaries or Subsidiaries of the
Borrower, (iii) any Secured Credit Party may guarantee the obligations (other
than Indebtedness) of any other Secured Credit Party, (iv) any member of the
Chiquita Fresh Latin American Group may guarantee the obligations (other than
Indebtedness) of any other member of the Chiquita Fresh Latin American Group,
(v) any member of the Chiquita Fresh European Group may guarantee the
obligations (other than Indebtedness) of any other member of the Chiquita Fresh
European Group, and (vi) any Excluded Entity may guarantee the obligations of
its Subsidiaries.

      9.6 NO RESTRICTED PAYMENTS.

            Make any payment to or for the benefit of CBII (including, without
limitation, a payment to CBII to permit CBII to pay its obligations, a payment
to any holders of obligations of CBII or to any trustee or agent for holders of
obligations of CBII or a payment on or with respect to any obligation which is
subordinated to any or all of the Obligations) or any Restricted Payment, other
than (a) a payment to the Borrower or any Subsidiary of the Borrower, (b) cash


                                       93

dividends, distributions or payments to make tax sharing payments in accordance
with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an
amount which is not in excess of the amount which the Person making such payment
would have been liable to pay the applicable taxing authorities had it not been
filing a consolidated tax return with CBII or a party to such tax sharing
arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a
maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any
fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii)
the payments made by Borrower in respect of certain contractual obligations to
vendors and service providers relating to normal operations that the Borrower
has assumed from CBII with the consent of the Required Lenders, (e) Permitted
Restructuring Expenses, and (f) after the effective date of the plan of
reorganization for CBII relating to CBII's current bankruptcy proceeding ("CBII
Reorganization Consummation"), payments to CBII which CBII, promptly upon
receipt thereof, uses to pay interest on Indebtedness of CBII which exists as of
such effective date of the CBII Reorganization Consummation as long as (i) at
the time of such payment and immediately after giving effect to such payment no
Event of Default shall have occurred and be continuing and the sum of
Availability (without giving effect to the Resolution Block) plus the Borrower's
and its Subsidiaries' (other than any Excluded Entity's) unrestricted cash and
Cash Equivalents shall be equal to at least $65,000,000 and (ii) immediately
prior to each such payment to CBII, a duly authorized officer of the Borrower
executes and delivers an officer's certificate to the Agent certifying that the
conditions set forth in subclause (i) of this clause (f) have been satisfied
with respect to such payment.

      9.7 NO INVESTMENTS.

            Make any Investment other than Permitted Investments.

      9.8 NO AFFILIATE TRANSACTIONS.

            Enter into any transaction with, including, without limitation, the
purchase, sale or exchange of property or the rendering of any service to any
Subsidiary or Affiliate of the Borrower except (a) in the ordinary course of and
pursuant to the reasonable requirements of the Borrower's business and upon fair
and reasonable terms no less favorable to the Borrower than could be obtained in
a comparable arm's-length transaction with an unaffiliated Person, (b) as
permitted under Section 9.6 or as described on Schedule 6.31 and (c)
transactions (other than transfers of Accounts, Proprietary Rights and general
intangibles) among and between Secured Credit Parties.

      9.9 NO PROHIBITED TRANSACTIONS UNDER ERISA.

            (a) Except as set forth on Schedule 9.9, engage, or permit any
Controlled ERISA Affiliate to engage, in any prohibited transaction which could
result in a civil penalty or excise tax described in Section 406 of ERISA or
Section 4975 of the Internal Revenue Code for which a statutory or class
exemption is not available or a private exemption has not been previously
obtained from the DOL;


                                       94

            (b) permit to exist with respect to any Benefit Plan of the
Borrower, its Subsidiaries or any Controlled ERISA Affiliate any accumulated
funding deficiency (as defined in Sections 302 of ERISA and 412 of the Internal
Revenue Code), whether or not waived;

            (c) fail, or permit any Controlled ERISA Affiliate to fail, to pay
timely required contributions or annual installments due with respect to any
waived funding deficiency to any Benefit Plan;

            (d) terminate, or permit any Controlled ERISA Affiliate to
terminate, any Benefit Plan where such event would result in any material
liability of the Borrower, any Subsidiary of the Borrower or any Controlled
ERISA Affiliate under Title IV of ERISA;

            (e) fail, or permit any Controlled ERISA Affiliate to fail to make
any required contribution or payment to any Multiemployer Plan;

            (f) fail, or permit any Controlled ERISA Affiliate to fail, to pay
any required installment or any other payment required under Section 412 of the
Internal Revenue Code on or before the due date for such installment or other
payment;

            (g) amend, or permit any Controlled ERISA Affiliate to amend, a
Benefit Plan resulting in an increase in current liability for the plan year
such that either of the Borrower, any Subsidiary of the Borrower or any
Controlled ERISA Affiliate is required to provide security to such Benefit Plan
under Section 401(a)(29) of the Internal Revenue Code;

            (h) withdraw, or permit any Controlled ERISA Affiliate to withdraw,
from any Multiemployer Plan where such withdrawal may result in any material
liability of any such entity under Title IV of ERISA;

            (i) allow any representation made in Section 6.15 to be untrue at
any time during the term of this Credit Agreement; or

            (j) amend, or adopt any new Retiree Health Plan which would result
in any material increase in liability to Borrower or any its Subsidiaries.

      9.10 NO ADDITIONAL BANK ACCOUNTS.

            Permit (i) any Secured Credit Party (other than CIL) to open,
maintain or otherwise have any checking, savings or other accounts at any bank
or other financial institution, or any other account where money is or may be
deposited or maintained with any Person, other than the accounts set forth on
Schedule 9.10 hereto and, after the Closing Date, such other accounts so long as
each such account (other than payroll and petty cash accounts maintained as zero
balance accounts and other similar bank accounts with limited or no activity and
balances not exceeding $10,000) is subject to a tri-party lockbox or other
blocked account agreement satisfactory to the Agent nor (ii) CIL to keep any
account as its primary account or as a "concentration" account other than those
currently maintained at Bank of America, N.A. in London. All such checking,
savings or other accounts of the Borrower shall, subject to the terms hereof, be
under the sole dominion and control of the Agent in accordance with the Security
Agreement. All payroll and petty cash accounts shall be maintained as zero
balance accounts.


                                       95

      9.11 AMENDMENTS OF MATERIAL CONTRACTS.

            Without the prior written consent of the Agent, amend, modify,
cancel or terminate or permit the amendment, modification, cancellation or
termination of any of the Material Contracts if such amendment, modification,
cancellation or termination has or could reasonably be expected to have a
Material Adverse Effect.

      9.12 ADDITIONAL NEGATIVE PLEDGES.

            (a) Create or otherwise cause to exist or become effective, or
permit any of the Subsidiaries to create or otherwise cause to exist or become
effective, directly or indirectly, (i) other than (x) restrictions set forth in
agreements relating to debt for borrowed money of an Excluded Entity, as long as
such restrictions are binding only on the applicable Excluded Entity and its
Subsidiaries, (y) restrictions set forth in documents relating to Permitted
Indebtedness, as long as such restrictions are binding only on the primary
obligor on such Indebtedness (and its Subsidiaries) or (z) as described on
Schedule 9.12, any prohibition or restriction (including any agreement to
provide equal and ratable security to any other Person in the event a Lien is
granted to or for the benefit of the Agent and the Lenders) on the creation or
existence of any Lien upon the assets of the Borrower or any of its
Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation,
except as described on Schedule 9.12, which may restrict or inhibit the Agent's
rights or ability to sell or otherwise dispose of the Collateral or any part
thereof after the occurrence of an Event of Default, or

            (b) Suffer to exist or permit any of the Subsidiaries to suffer to
exist, directly or indirectly, (i) other than (x) restrictions set forth in
agreements relating to debt for borrowed money of an Excluded Entity, as long as
such restrictions are binding only on the applicable Excluded Entity, (y)
restrictions set forth in documents relating to Permitted Indebtedness, as long
as such restrictions are binding only on the primary obligor on such
Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any
prohibition or restriction (including any agreement to provide equal and ratable
security to any other Person in the event a Lien is granted to or for the
benefit of the Agent and the Lenders) on the creation or existence of any Lien
upon the assets of the Borrower or any of its Subsidiaries, other than Permitted
Liens or (ii) any Contractual Obligation which may restrict or inhibit the
Agent's rights or ability to sell or otherwise dispose of the Collateral or any
part thereof after the occurrence of an Event of Default, which prohibition,
restriction or Contractual Obligation is more restrictive than those in effect
on the Original Closing Date.

      9.13 SALE AND LEASEBACK.

            Enter into any arrangement, directly or indirectly, whereby the
Borrower or any of its Subsidiaries shall sell or transfer any property owned by
it to a Person (other than the Borrower or any of its Subsidiaries) in order
then or thereafter to lease such property or lease other property which the
Borrower or any of its Subsidiaries intends to use for substantially the same
purpose as the property being sold or transferred (collectively, a "Sale
Leaseback Transaction"); provided, however, the Borrower and its Subsidiaries
may enter into Sale Leaseback Transactions involving assets other than Accounts,
general intangibles and Proprietary Rights as long as (i) the current market
value of all assets subject to such transactions


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after the Original Closing Date (determined at the time of the applicable
transfer) does not exceed $25,000,000, (ii) the applicable assets are containers
and similar equipment and assets initially acquired by the Borrower or one of
its Subsidiaries (from a Person other than the Borrower or one of its
Subsidiaries) after the Original Closing Date and (iii) such Sale Leaseback
Transactions are consummated within one hundred twenty (120) days of the initial
acquisition of such assets by the Borrower or one of its Subsidiaries from a
Person other than the Borrower or one of its Subsidiaries; provided, further,
this Section 9.13 shall not apply to Excluded Entities.

      9.14 LICENSES, ETC.

            Other than in the ordinary course of business and on terms and
conditions consistent with the Borrower's historical practices as of the
Original Closing Date, enter into licenses of, or otherwise restrict the use of,
any patents, trademarks or copyrights or other Proprietary Rights. Additionally,
neither Borrower nor CIL will allow any party other than Agent or Lenders to
obtain an interest, including without limitation, any lien, security interest or
charge, in the trademark or license rights granted under the Trademark License
Agreement; provided, however, that this limitation does not prohibit any
sublicensing of these trademark or license rights as contemplated by the
Trademark License Agreement.

      9.15 LIMITATIONS.

            Create, nor will it permit any of its Subsidiaries (other than an
Excluded Subsidiary) to, directly or indirectly, create or otherwise cause,
incur, assume, suffer or permit to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any such Person to (a)
pay dividends or make any other distribution on any of such Person's Capital
Stock, (b) pay any Indebtedness owed to the Borrower, (c) make loans or advances
to the Borrower or (d) transfer any of its property to the Borrower, except for
encumbrances or restrictions existing under or by reason of (i) customary
non-assignment provisions in any lease governing a leasehold interest, (ii) any
agreement or other instrument of a Person existing at the time it becomes a
Subsidiary of the Borrower; provided that such encumbrance or restriction is not
applicable to any other Person, or any property of any other Person, other than
such Person becoming a Subsidiary of the Borrower and was not entered into in
contemplation of such Person becoming a Subsidiary of the Borrower and (iii)
this Credit Agreement and the other Credit Documents.

      9.16 TRANSFER PRICING.

            (i) Other than as required by applicable law, modify, or permit any
Subsidiary to modify, its transfer pricing policies in a manner that has, or is
reasonably likely to have, a material adverse effect on the Borrower or any
Guarantor or (ii) make any material modification to the fees or other amounts
paid to GWF or any of its Subsidiaries for the transportation of products and
related services, excluding adjustments reflecting changes in GWF cost
structure.

      9.17 SALES.

            Permit or cause (i) the Borrower to purchase or otherwise acquire
bananas or plantains from any Person other than CIL (provided, however, that in
any consecutive twelve month period the Borrower may purchase or acquire five
percent (5%) of the aggregate amount


                                       97

of the bananas and plantains which it purchases and acquires during such period
from Persons other than CIL), (ii) CIL to sell bananas or plantains to any
Person (other than the Borrower) for sales or consumption in North America or
(iii) bananas or plantains to be sold in North America or Europe by any
Subsidiary of the Borrower if such bananas or plantains were not sold by CIL
directly or through CBCBV to such Subsidiary of the Borrower (provided, however,
that (a) up to five percent (5%) of the bananas and plantains sold in North
America by the Borrower during any consecutive twelve-month period may be
purchased from Persons other than CIL and (b) the bananas and plantains sold in
Europe by members of the Chiquita Fresh European Group may be purchased from a
Person other than CIL.

      9.18 EXCLUDED ENTITIES.

            Knowingly take or omit to take any action if the effect of such
action or omission could reasonably be expected to materially decrease the value
of the equity interests in one or more Excluded Entities.

      9.19 HEDGING AND INTEREST RATE PROTECTION.

            Enter into any Hedging Agreements other than Hedging Agreements
which constitute Permitted Indebtedness and which are agreements that constitute
hedging and which are not speculative in nature.

      9.20 PAYMENTS ON CERTAIN INTERCOMPANY OBLIGATIONS.

            Make any payment on or distribution with respect to any of the
intercompany receivables identified on Schedule 1.1E(3)(B) hereto, whether
directly or indirectly (and regardless of whether such payment or distribution
might otherwise be permitted under other provisions of this Agreement), except
for (a) capitalization of intercompany advances that is permitted under the
definition of Permitted Investments, (b) payments or distributions (i) among or
to Secured Credit Parties, (ii) by members of the Chiquita Fresh European Group
to any Person other than an Excluded Entity, or (iii) by members of the Chiquita
Fresh Latin American Group to other members of that Group or to Secured Credit
Parties, (c) payments with respect to current obligations for goods or services
in accordance with ordinary practice, and (d) any other payments or distribution
to the extent that within five (5) Business Days thereafter there is at least an
equivalent payment to one or more Secured Credit Parties.

                                   ARTICLE X.

                                     POWERS

      10.1 APPOINTMENT AS ATTORNEY-IN-FACT.

            The Borrower hereby irrevocably authorizes and appoints the Agent,
or any Person or agent the Agent may designate, as the Borrower's
attorney-in-fact, at the Borrower's cost and expense, to exercise, subject to
the limitations set forth in Section 10.2, all of the following powers, which
being coupled with an interest, shall be irrevocable until all of the
Obligations to the Lenders have been paid and satisfied in full and all of the
Commitments have been terminated:


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            (a) To receive, take, endorse, sign, assign and deliver, all in the
name of the Agent, the Lenders or the Borrower, as the case may be, any and all
checks, notes, drafts, and other documents or instruments relating to the
Collateral;

            (b) To receive, open and dispose of all mail addressed to the
Borrower and to notify postal authorities to change the address for delivery
thereof to such address as the Agent may designate;

            (c) To request at any time from customers indebted on Accounts, in
the name of the Borrower or a third party designee of the Agent, information
concerning the Accounts and the amounts owing thereon;

            (d) To give customers indebted on Accounts notice of the Lenders'
interest therein, and/or to instruct such customers to make payment directly to
the Agent for the Borrower's account;

            (e) To take or bring, in the name of the Agent, the Lenders or the
Borrower, all steps, actions, suits or proceedings deemed by the Agent necessary
or desirable to enforce or effect collection of the Accounts; and

            (f) To file, record and register any or all of the Lenders' security
interest in intellectual property of the Borrower with the United States Patent
and Trademark Office.

      10.2 LIMITATION ON EXERCISE OF POWER.

            Notwithstanding anything hereinabove to the contrary, the powers set
forth in subparagraphs (b), (d) and (e) above may only be exercised by the Agent
on and after the occurrence of an Event of Default which has not otherwise been
waived by the Agent. The powers set forth in subparagraphs (a), (c) and (f)
above may be exercised by the Agent at any time.

                                   ARTICLE XI.

                         EVENTS OF DEFAULT AND REMEDIES

      11.1 EVENTS OF DEFAULT.

            The occurrence of any of the following events shall constitute an
"Event of Default" hereunder:

            (a) failure of the Borrower to pay (i) any interest or Fees or other
amounts hereunder within one (1) Business Day of when due hereunder, in each
case whether at stated maturity, by acceleration, or otherwise, or (ii) any
principal of the Loans or the Letter of Credit Obligations hereunder within one
(1) Business Day of when due hereunder, whether at stated maturity, by
acceleration or otherwise;

            (b) any representation or warranty of a Borrower Entity, contained
in this Credit Agreement, the other Credit Documents or any other agreement,
document, instrument or


                                       99

certificate among the Borrower, the Agent and the Lenders or executed by the
Borrower in favor of the Agent or the Lenders shall prove untrue in any material
respect on or as of the date it was made or was deemed to have been made;

            (c) failure of the Borrower to perform, comply with or observe any
term, covenant or agreement applicable to it contained in Section 7.1, Section
7.5, Section 7.7(b), Section 7.10, Section 7.18, Article VIII or Article IX;

            (d) failure of the Borrower to perform, comply with or observe any
term, covenant or agreement applicable to it contained in Section 7.7(a) and
such failure is not cured within two (2) Business Days after the Borrower shall
have received notice thereof from the Agent or any Lender;

            (e) failure to comply with any other covenant contained in this
Credit Agreement, the other Credit Documents or any other agreement, document,
instrument or certificate among the Borrower, the Agent and the Lenders or
executed by the Borrower in favor of the Agent or the Lenders and, in the event
such breach or failure to comply is capable of cure, such breach or failure to
comply is not cured within thirty (30) days after the Borrower becomes aware of
its occurrence;

            (f) except as permitted in Section 9.4, dissolution, liquidation,
winding up or cessation of the business of the Borrower or any Subsidiary (other
than an Inactive Subsidiary) or the failure of the Borrower or any Subsidiary to
meet its debts generally as they mature, or the calling of a meeting by the
Borrower of the Borrower's or any of its Subsidiaries' creditors for purposes of
compromising the Borrower's or any of its Subsidiaries' debts, or the admission
by the Borrower of its inability to pay its debts as they become due;

            (g) the commencement by or against the Borrower or any of its
Subsidiaries of any bankruptcy, insolvency, arrangement, reorganization,
receivership or similar proceedings with respect to it under any federal or
state law and, in the event any such proceeding is commenced against the
Borrower or any Subsidiary, such proceeding is not dismissed within sixty (60)
days;

            (h) the occurrence of a Change in Control;

            (i) the occurrence of a default or event of default (in each case
which shall continue beyond the expiration of any applicable grace periods)
under, or the occurrence of any event that results in or would permit the
acceleration of the maturity of any note, agreement or instrument evidencing any
other Indebtedness of the Borrower or any of its Subsidiaries and the aggregate
principal amount of all such other Indebtedness with respect to which a default
or an event of default has occurred, or the maturity of which is accelerated or
permitted to be accelerated, exceeds $2,500,000.

            (j) any covenant, agreement or obligation of the Borrower contained
in or evidenced by any of the Credit Documents shall cease to be enforceable in
accordance with its terms, or any party (other than the Agent or the Lenders) to
any Credit Document shall deny or disaffirm its obligations under any of the
Credit Documents, or any Credit Document shall be canceled, terminated, revoked
or rescinded without the express prior written consent of the


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Agent, or any action or proceeding shall have been commenced by any Person
(other than the Agent or any Lender) seeking to cancel, revoke, rescind or
disaffirm the obligations of the Borrower under any Credit Document, or any
court or other Governmental Authority shall issue a judgment, order, decree or
ruling to the effect that any of the obligations of the Borrower to any Credit
Document are illegal, invalid or unenforceable;

            (k) [INTENTIONALLY DELETED];

            (l) one or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries in the amount of $2,500,000 or more in the
aggregate (to the extent not paid or covered by insurance (i) provided by a
carrier who has acknowledged coverage and has the ability to perform or (ii) as
determined by the Agent in its reasonable discretion) and any such judgments or
decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within thirty (30) days from the entry thereof; or

            (m) any Termination Event with respect to a Benefit Plan shall have
occurred and be continuing thirty (30) days after notice thereof shall have been
given to the Borrower by the Agent or any Lender, and the current value of such
Benefit Plan's benefits guaranteed under Title IV of ERISA as of the end of that
thirty (30) day period exceeds the then current value of such Benefit Plan's
assets allocable to such benefits by more than $2,500,000 (or in the case of a
Termination Event involving the withdrawal of a substantial employer, the
withdrawing employer's proportionate share of such excess exceeds such amount).

      11.2 ACCELERATION.

            After the occurrence and during the continuance of an Event of
Default, and at any time thereafter, at the direction of the Required Lenders,
the Agent shall, upon the written or telecopied request of the Required Lenders,
and by delivery of written notice to the Borrower from the Agent, take any or
all of the following actions, without prejudice to the rights of the Agent, any
Lender or the holder of any Note to enforce its claims against the Borrower: (a)
declare all Obligations to be immediately due and payable (except with respect
to any Event of Default set forth in Section 11.1(g) in which case all
Commitments shall terminate and all Obligations shall automatically become
immediately due and payable without the necessity of any notice or other demand)
without presentment, demand, protest or any other action or obligation of the
Agent or any Lender, (b) immediately terminate this Credit Agreement and the
Commitments hereunder; and (c) enforce any and all rights and interests created
and existing under the Credit Documents or arising under applicable law,
including, without limitation, all rights and remedies existing under the
Security Documents and all rights of setoff. The enumeration of the foregoing
rights is not intended to be exhaustive and the exercise of any right shall not
preclude the exercise of any other rights, all of which shall be cumulative.

            In addition, upon demand by the Agent or the Required Lenders upon
the occurrence of any Event of Default, and at any time thereafter unless and
until such Event of Default has been waived by the requisite Lenders (in
accordance with the voting requirements of Section 14.10), the Borrower shall
deposit with the Agent for the benefit of the Lenders with respect to each
Letter of Credit then outstanding, promptly upon such demand, cash or Cash
Equivalents in an amount equal to one hundred five percent (105%) of the
greatest amount for


                                      101

which such Letter of Credit may be drawn. Such deposit shall be held by the
Agent for the benefit of the Issuing Bank and the other Lenders as security for,
and to provide for the payment of, outstanding Letters of Credit.

                                  ARTICLE XII.

                                   TERMINATION

            Except as otherwise provided in Article XI of this Credit Agreement,
the Commitments made hereunder shall terminate on the Maturity Date and all then
outstanding Loans shall be immediately due and payable in full and all
outstanding Letters of Credit shall immediately terminate. Unless sooner
demanded, all Obligations shall become due and payable as of any termination
hereunder or under Article XI and, pending a final accounting, the Agent may
withhold any amounts it then holds, in an amount sufficient, in the Agent's sole
discretion, to cover all of the Obligations, whether absolute or contingent,
unless supplied with a satisfactory indemnity to cover all of such Obligations.
All of the Agent's and the Lenders' rights, liens and security interests shall
continue after any termination until all Obligations have been paid and
satisfied in full.

                                  ARTICLE XIII.

                                    THE AGENT

      13.1 APPOINTMENT OF AGENT.

            (a) Each Lender hereby designates Foothill as Agent to act as herein
specified. Each Lender hereby irrevocably authorizes, and each holder of any
Note or participation in any Letter of Credit by the acceptance of a Note or
participation shall be deemed irrevocably to authorize, the Agent to take such
action on its behalf under the provisions of this Credit Agreement and the Notes
and any other instruments and agreements referred to herein and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. The Agent shall hold all
Collateral and all payments of principal, interest, Fees, charges and expenses
received pursuant to this Credit Agreement or any other Credit Document for the
ratable benefit of the Lenders. The Agent may perform any of its duties
hereunder by or through its agents or employees.

            (b) The provisions of this Article XIII are solely for the benefit
of the Agent and the Lenders, and the Borrower shall not have any rights as a
third party beneficiary of any of the provisions hereof (other than Section
13.9). In performing its functions and duties under this Credit Agreement, the
Agent shall act solely as agent of the Lenders and does not assume and shall not
be deemed to have assumed any obligation toward or relationship of agency or
trust with or for the Borrower.


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      13.2 NATURE OF DUTIES OF AGENT.

            The Agent shall have no duties or responsibilities except those
expressly set forth in this Credit Agreement. Neither the Agent nor any of its
officers, directors, employees or agents shall be liable for any action taken or
omitted by it as such hereunder or in connection herewith, unless caused by its
or their gross negligence or willful misconduct. The duties of the Agent shall
be mechanical and administrative in nature; the Agent shall not have by reason
of this Credit Agreement a fiduciary relationship in respect of any Lender; and
nothing in this Credit Agreement, expressed or implied, is intended to or shall
be so construed as to impose upon the Agent any obligations in respect of this
Credit Agreement except as expressly set forth herein.

      13.3 LACK OF RELIANCE ON AGENT.

            (a) Independently and without reliance upon the Agent, each Lender,
to the extent it deems appropriate, has made and shall continue to make (i) its
own independent investigation of the financial or other condition and affairs of
the Borrower in connection with the taking or not taking of any action in
connection herewith and (ii) its own appraisal of the creditworthiness of the
Borrower, and, except as expressly provided in this Credit Agreement, the Agent
shall have no duty or responsibility, either initially or on a continuing basis,
to provide any Lender with any credit or other information with respect thereto,
whether coming into its possession before the making of the Revolving Loans or
at any time or times thereafter.

            (b) The Agent shall not be responsible to any Lender for any
recitals, statements, information, representations or warranties herein or in
any document, certificate or other writing delivered in connection herewith or
for the execution, effectiveness, genuineness, validity, enforceability,
collectability, priority or sufficiency of this Credit Agreement or the Notes or
the financial or other condition of the Borrower. The Agent shall not be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Credit Agreement or the
Notes, or the financial condition of the Borrower, or the existence or possible
existence of any Default or Event of Default, unless specifically requested to
do so in writing by any Lender.

      13.4 CERTAIN RIGHTS OF THE AGENT.

            The Agent shall have the right to request instructions from the
Required Lenders or, as required, each of the Lenders. If the Agent shall
request instructions from the Required Lenders or each of the Lenders, as the
case may be, with respect to any act or action (including the failure to act) in
connection with this Credit Agreement, the Agent shall be entitled to refrain
from such act or taking such action unless and until the Agent shall have
received instructions from the Required Lenders or each of the Lenders, as the
case may be, and the Agent shall not incur liability to any Person by reason of
so refraining. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against the Agent as a result of the Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders or each of the Lenders, as the case may be.


                                      103

      13.5 RELIANCE BY AGENT.

            The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, statement, certificate,
telex teletype or telecopier message, cablegram, radiogram, order or other
documentary, teletransmission or telephone message believed by it to be genuine
and correct and to have been signed, sent or made by the proper person. The
Agent may consult with legal counsel (including counsel for the Borrower with
respect to matters concerning the Borrower), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

      13.6 INDEMNIFICATION OF AGENT.

            To the extent the Agent is not reimbursed and indemnified by the
Borrower, each Lender will reimburse and indemnify the Agent, in proportion to
its respective Commitment, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including counsel fees and disbursements) or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against the
Agent in performing its duties hereunder, in any way relating to or arising out
of this Credit Agreement, provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agent's
gross negligence or willful misconduct.

      13.7 THE AGENT IN ITS INDIVIDUAL CAPACITY.

            With respect to its obligation to lend under this Credit Agreement,
the Loans made by it and the Notes issued to it, its participation in Letters of
Credit issued hereunder, and all of its rights and obligations as a Lender
hereunder and under the other Credit Documents, the Agent shall have the same
rights and powers hereunder as any other Lender or holder of a Note or
participation interests and may exercise the same as though it was not
performing the duties specified herein; and the terms "Lenders", "Required
Lenders", "holders of Notes", or any similar terms shall, unless the context
clearly otherwise indicates, include the Agent in its individual capacity. The
Agent may accept deposits from, lend money to, acquire equity interests in, and
generally engage in any kind of banking, trust, financial advisory or other
business with the Borrower or any Affiliate of the Borrower as if it were not
performing the duties specified herein, and may accept fees and other
consideration from the Borrower for services in connection with this Credit
Agreement and otherwise without having to account for the same with the Lenders.

      13.8 HOLDERS OF NOTES.

            The Agent may deem and treat the payee of any Note as the owner
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with the Agent. Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Note, shall be
conclusive and binding on any subsequent holder, transferee or assignee of such
Note or of any Note or Notes issued in exchange therefor.


                                      104

      13.9 SUCCESSOR AGENT.

            (a) The Agent may, upon five (5) Business Days' notice to the
Lenders and the Borrower, resign at any time (effective upon the appointment of
a successor Agent pursuant to the provisions of this Section 13.9(a)) by giving
written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, upon five (5) days'
notice, to appoint a successor Agent. If no successor Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within thirty (30) days after the retiring Agent's giving of notice of
resignation, then, upon five (5) days' notice, the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent, which shall be a bank or a trust
company or other financial institution which maintains an office in the United
States, or a commercial bank organized under the laws of the United States of
America or of any State thereof, or any affiliate of such bank or trust company
or other financial institution which is engaged in the banking business, having
a combined capital and surplus of at least $500,000,000. Notwithstanding
anything herein to the contrary, so long as no Event of Default shall have
occurred and be continuing, any successor Agent (whether appointed by the
Required Lenders or the Agent) shall have been approved in writing by the
Borrower (such approval not to be unreasonably withheld).

            (b) Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations under
this Credit Agreement. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article XIII shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this Credit
Agreement.

      13.10 COLLATERAL MATTERS.

            (a) Each Lender authorizes and directs the Agent to enter into the
Security Documents for the benefit of the Lenders. Each Lender authorizes and
directs the Agent to make such changes to the form Acknowledgment Agreement
attached hereto as Exhibit A as the Agent deems necessary in order to obtain any
Acknowledgment Agreement from any landlord, warehouseman, filler, packer or
processor of the Borrower. Each Lender also authorizes and directs the Agent to
review and approve all agreements regarding lockboxes and lockbox accounts and
blocked accounts (including the related lockbox or blocked account agreements)
on such terms as the Agent deems necessary. Each Lender hereby agrees, and each
holder of any Note by the acceptance thereof will be deemed to agree, that,
except as otherwise set forth herein, any action taken by the Required Lenders
or each of the Lenders, as applicable, in accordance with the provisions of this
Credit Agreement or the Security Documents, and the exercise by the Required
Lenders or each of the Lenders, as applicable, of the powers set forth herein or
therein, together with such other powers as are reasonably incidental thereto,
shall be authorized and binding upon all of the Lenders. The Agent is hereby
authorized on behalf of all of the Lenders, without the necessity of any notice
to or further consent from any Lender, from time to time prior to an Event of
Default, to take any action with respect to any Collateral or Security Document
which may be necessary or appropriate to perfect and maintain perfected the
security interest in and liens upon the Collateral granted pursuant to the
Security Documents.


                                      105

            (b) The Lenders hereby authorize the Agent, at its option and in its
discretion, to release any Lien granted to or held by the Agent upon any
Collateral (i) upon termination of the Commitments and payment in cash and
satisfaction of all of the Obligations (including the Letter of Credit
Obligations) at any time arising under or in respect of this Credit Agreement or
the Credit Documents or the transactions contemplated hereby or thereby, (ii)
constituting property being sold or disposed of upon receipt of the proceeds of
such sale by the Agent if the Borrower certifies to the Agent that the sale or
disposition is made in compliance with Section 9.3 (and the Agent may rely
conclusively on any such certificate, without further inquiry) or (iii) if
approved, authorized or ratified in writing by the Required Lenders, unless such
release is required to be approved by all of the Lenders hereunder. Upon request
by the Agent at any time, the Lenders will confirm in writing the Agent's
authority to release particular types or items of Collateral pursuant to this
Section 13.10(b).

            (c) Upon any sale and transfer of Collateral which is expressly
permitted pursuant to the terms of this Credit Agreement, or consented to in
writing by the Required Lenders or all of the Lenders, as applicable, and upon
at least five (5) Business Days' prior written request by the Borrower, the
Agent shall (and is hereby irrevocably authorized by the Lenders to) execute
such documents as may be necessary to evidence the release of the Liens granted
to the Agent for the benefit of the Lenders herein or pursuant hereto upon the
Collateral that was sold or transferred; provided that (i) the Agent shall not
be required to execute any such document on terms which, in the Agent's opinion,
would expose the Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty
and (ii) such release shall not in any manner discharge, affect or impair the
Obligations or any Liens upon (or obligations of the Borrower or any of its
Subsidiaries in respect of) all interests retained by the Borrower or any of its
Subsidiaries, including (without limitation) the proceeds of the sale, all of
which shall continue to constitute part of the Collateral. In the event of any
sale or transfer of Collateral, or any foreclosure with respect to any of the
Collateral, the Agent shall be authorized to deduct all of the expenses
reasonably incurred by the Agent from the proceeds of any such sale, transfer or
foreclosure.

            (d) The Agent shall have no obligation whatsoever to the Lenders or
to any other Person to assure that the Collateral exists or is owned by the
Borrower or any of its Subsidiaries or is cared for, protected or insured or
that the liens granted to the Agent herein or pursuant hereto have been properly
or sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising at
all or in any manner or under any duty of care, disclosure or fidelity any of
the rights, authorities and powers granted or available to the Agent in this
Section 13.10 or in any of the Security Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related
thereto, the Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Agent's own interest in the Collateral as one of the
Lenders and that the Agent shall have no duty or liability whatsoever to the
Lenders, except for its gross negligence or willful misconduct.

            (e) The Lenders acknowledge that Foothill has entered into the
Pledge Agreements governed by the law of the Netherlands and Belgium in its
individual capacity. The Lenders agree that if any amounts are received by
Foothill pursuant to such Pledge Agreements, the total amount of the Obligations
then owing shall be decreased by such amounts as if such


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amounts were received by the Agent. Foothill agrees that Foothill shall transfer
any such amounts to the Agent. To the extent that it is required to accomplish
the allocation of payment intended hereby, each Lender shall purchase and
Foothill shall sell, without representation or warranty of any kind,
participations in the rights under such Pledge Agreements.

      13.11 ACTIONS WITH RESPECT TO DEFAULTS.

            In addition to the Agent's right to take actions on its own accord
as permitted under this Credit Agreement, the Agent shall take such action with
respect to a Default or Event of Default as shall be directed by the Required
Lenders or all of the Lenders, as the case may be; provided that, until the
Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable and in the best
interests of the Lenders.

      13.12 DELIVERY OF INFORMATION.

            The Agent shall not be required to deliver to any Lender originals
or copies of any documents, instruments, notices, communications or other
information received by the Agent from the Borrower, any Subsidiary, the
Required Lenders, any Lender or any other Person under or in connection with
this Credit Agreement or any other Credit Document except (a) as specifically
provided in this Credit Agreement or any other Credit Document and (b) as
specifically requested from time to time in writing by any Lender with respect
to a specific document, instrument, notice or other written communication
received by and in the possession of the Agent at the time of receipt of such
request and then only in accordance with such specific request.

      13.13 WELLS FARGO AS LEAD ARRANGER AND SYNDICATION AGENT. Wells Fargo
shall not have any rights, powers, duties or responsibilities hereunder or any
other Credit Document in its capacity as Lead Arranger and Syndication Agent and
no implied rights, powers, duties or responsibilities shall be read into this
Credit Agreement or any other Credit Document or otherwise exist on behalf of or
against Wells Fargo in its capacity as Lead Arranger and Syndication Agent.

                                  ARTICLE XIV.

                                  MISCELLANEOUS

      14.1 WAIVERS.

            The Borrower hereby waives due diligence, demand, presentment and
protest and any notices thereof as well as notice of nonpayment. No delay or
omission of the Agent or the Lenders to exercise any right or remedy hereunder,
whether before or after the happening of any Event of Default, shall impair any
such right or shall operate as a waiver thereof or as a waiver of any such Event
of Default. No single or partial exercise by the Agent or the Lenders of any
right or remedy shall preclude any other or further exercise thereof, or
preclude any other right or remedy.


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      14.2 JURY TRIAL.

            TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER, THE AGENT
AND THE LENDERS EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF THIS CREDIT AGREEMENT, THE CREDIT DOCUMENTS OR ANY
OTHER AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO.

      14.3 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

            (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. Any legal action or proceeding with respect to this Credit Agreement or
any other Credit Document shall be brought in the courts of the State of New
York in New York County or of the United States for the Southern District of New
York, and, by execution and delivery of this Credit Agreement, the Borrower
hereby irrevocably accepts for itself and in respect of its property, generally
and unconditionally, the nonexclusive jurisdiction of such courts. The Borrower
hereby agrees that service of all writs, process and summonses in any suit,
action or proceeding brought in the State of New York may be made upon CT
Corporation, presently located at 111 Eighth Avenue, New York, New York 10011,
U.S.A. (the "Process Agent"), and the Borrower hereby confirms and agrees that
the Process Agent has been duly and irrevocably appointed as its agent and true
and lawful attorney-in-fact in its name, place and stead to accept such service
of any and all such writs, process and summonses, and agrees that the failure of
the Process Agent to give any notice of any such service of process to such
Obligor shall not impair or affect the validity of such service or of any
judgment based thereon. The Borrower further irrevocably consents to the service
of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to it at the address set out for notices pursuant to Section
14.5, such service to become effective three (3) days after such mailing.
Nothing herein shall affect the right of the Agent or any Lender to serve
process in any other manner permitted by law or to commence legal proceedings or
to otherwise proceed against the Borrower in any other jurisdiction.

            (b) The Borrower hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Credit Agreement or any
other Credit Document brought in the courts referred to in subsection (a) above
and hereby further irrevocably waives and agrees not to plead or claim in any
such court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.

      14.4 [INTENTIONALLY DELETED].

      14.5 NOTICES.

            Except as otherwise provided herein, all notices and correspondences
hereunder shall be in writing and sent by certified or registered mail return
receipt requested, or by


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overnight delivery service, with all charges prepaid, if to the Agent, then to
Foothill Capital Corporation, 2450 Colorado Avenue, Suite 3000 West, Santa
Monica, California 90404, Attention: Loan Portfolio Manager, with a copy to
Latham & Watkins, 233 S. Wacker Drive, Chicago, Illinois 60606, Attention:
Donald Schwartz, Esq., if to the Borrower, then to Borrower at Chiquita Brands,
Inc., 250 East Fifth Street, Cincinnati, Ohio 45202, Attention to each of: Chief
Financial Officer and General Counsel, if to a Lender at the address set forth
on Schedule 1.1A hereto, or by facsimile transmission, promptly confirmed in
writing sent by first class mail, if to the Agent, at (310) 453-7413, with a
copy to Latham & Watkins at (312) 993-9767 and if to the Borrower at (513)
784-6690 and (513) 784-6691 and if to any Lender at the facsimile number set
forth on Schedule 1.1A hereto. All such notices and correspondence shall be
deemed given (i) if sent by certified or registered mail, three (3) Business
Days after being postmarked, (ii) if sent by overnight delivery service, when
received at the above stated addresses or when delivery is refused and (iii) if
sent by facsimile transmission, when receipt of such transmission is
acknowledged; provided that notices to the Agent shall not be effective until
received.

      14.6 ASSIGNABILITY.

            (a) The Borrower shall not have the right to assign this Credit
Agreement or any interest therein except with the prior written consent of the
Lenders.

            (b) Notwithstanding subsection (c) of this Section 14.6, nothing
herein shall restrict, prevent or prohibit any Lender from (i) pledging its
Loans hereunder to a Federal Reserve Bank in support of borrowings made by such
Lender from such Federal Reserve Bank or (ii) granting assignments or
participations in such Lender's Loans and/or Commitments hereunder to its parent
company and/or to any affiliate of such Lender or to any existing Lender or
affiliate thereof. Any Lender may make, carry or transfer Loans at, to or for
the account of, any of its branch offices or the office of an affiliate of such
Lender except to the extent such transfer would result in increased costs to the
Borrower.

            (c) Each Lender may, with the consent of the Agent (such consent not
to be unreasonably withheld, conditioned or delayed and such consent shall not
be required in connection with any assignment by a Lender to its Affiliates or
managed funds or managed accounts (an "Exempt Assignment") or in connection with
a sale of all or a material portion of the loan portfolio of such Lender (a
"Portfolio Sale")), but without the consent of any other Lender or other Person,
assign to one or more Persons all or a portion of its rights and obligations
under this Credit Agreement and the Notes; provided that (i) for each such
assignment, the parties thereto shall execute and deliver to the Agent, for its
acceptance and recording in the Register (as defined below), an Assignment and
Acceptance, together with any Note or Notes subject to such assignment and a
processing and recordation fee of $3,500 to be paid by the assignee (such fee
being waived in the case of an Exempt Assignment), (ii) no such assignment shall
be for less than $5,000,000 or, if less, the entire remaining Commitments of
such Lender, (iii) if such assignee is a Foreign Lender, all of the requirements
of Section 2.7(b) shall have been satisfied as a condition to such assignment
and (iv) other than in connection with an Exempt Assignment, each such
assignment shall be of a uniform, and not a varying, percentage of all rights
and obligations under and in respect of the Commitments and all Loans of such
Lender; provided, additionally, that, other than pursuant to a Portfolio Sale,
no Initial Lender shall have the right to make any such assignment and
delegation if, immediately after


                                      109

giving effect thereto, such Lender's Pro Rata Share (plus the Pro Rata Share of
such Lender's Affiliates and the funds and accounts managed by such Lender or
one or more of its Affiliates) of the sum of the principal amount of the then
outstanding Term Loans plus the Revolving Credit Committed Amount at such time
would be less than the lesser of (i) $20,000,000 or (ii) one-sixth of the
principal amount of the then outstanding Term Loans plus the Revolving Credit
Committed Amount at such time; provided, additionally, that, as long as no
Default or Event of Default has occurred and is continuing, and other than to an
Affiliate of such Lender (or a fund or amount managed by such Lender or one or
more of its Affiliates), no Lender shall have the right to make any such
assignment and delegation to any entity which is not a financial institution or
other entity which is not generally engaged in the business of buying, selling
or funding transactions of the type contemplated hereby. Upon such execution and
delivery of the Assignment and Acceptance to the Agent, from and after the date
specified as the effective date in the Assignment and Acceptance (the
"Acceptance Date"), (x) the assignee thereunder shall be a party hereto, and, to
the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, such assignee shall have the rights
and obligations of a Lender hereunder and (y) the assignor thereunder shall, to
the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights (other than
any rights it may have pursuant to Section 14.8 which will survive) and be
released from its obligations under this Credit Agreement (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Credit Agreement, such
Lender shall cease to be a party hereto).

            (d) By executing and delivering an Assignment and Acceptance, the
assignee thereunder confirms and agrees as follows: (i) other than as provided
in such Assignment and Acceptance, the assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Credit
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Credit Agreement, the Notes or any other instrument
or document furnished pursuant hereto, (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under this Credit Agreement or any other
instrument or document furnished pursuant hereto, (iii) such assignee confirms
that it has received a copy of this Credit Agreement, together with copies of
the financial statements referred to in Section 7.1 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance, (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Credit Agreement, (v) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under this Credit Agreement as are delegated to the Agent by the
terms hereof, together with such powers as are reasonably incidental thereto and
(vi) such assignee agrees that it will perform in accordance with their terms
all of the obligations which by the terms of this Credit Agreement are required
to be performed by it as a Lender.

            (e) The Agent shall maintain at its address referred to in Section
14.5 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the


                                      110

recordation of the names and addresses of the Lenders and the Commitments of,
and principal amount of the Loans owing to, each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower, the Agent and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Credit Agreement. The Register and copies of each
Assignment and Acceptance shall be available for inspection by the Borrower or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

            (f) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender, together with the Note or Notes subject to such assignment,
the Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit B hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower. Within five (5) Business Days
after its receipt of such notice, the Borrower shall execute and deliver to the
Agent in exchange for the surrendered Note or Notes (which the assigning Lender
agrees to promptly deliver to the Borrower) a new Note or Notes to the order of
the assignee in an amount equal to the Commitment or Commitments assumed by it
pursuant to such Assignment and Acceptance and, if the assigning Lender has
retained a Commitment or Commitments hereunder, a new Note or Notes to the order
of the assigning Lender in an amount equal to the Commitment or Commitments
retained by it hereunder. Such new Note or Notes shall re-evidence the
indebtedness outstanding under the old Notes or Notes and shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes, shall be dated the Closing Date and shall otherwise
be in substantially the form of the Note or Notes subject to such assignments.

            (g) Each Lender may sell participations (without the consent of the
Agent, the Borrower or any other Lender) to one or more parties in or to any
portion of its rights and obligations under this Credit Agreement (including,
without limitation, any portion of its Commitments, the Loans owing to it and
the Note or Notes held by it); provided that (i) such Lender's obligations under
this Credit Agreement (including, without limitation, its Commitments to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Credit Agreement, (iv) the Borrower, the Agent, and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Credit Agreement and (v) such Lender
shall not transfer, grant, assign or sell any participation under which the
participant shall have rights to approve any amendment or waiver of this Credit
Agreement except to the extent such amendment or waiver would (A) extend the
final maturity date or the date for the payments of any installment of fees or
principal or interest of any Loans or Letter of Credit reimbursement obligations
in which such participant is participating, (B) reduce the amount of any
installment of principal of the Loans or Letter of Credit reimbursement
obligations in which such participant is participating, (C) except as otherwise
expressly provided in this Credit Agreement, reduce the interest rate applicable
to the Loans or Letter of Credit reimbursement obligations in which such
participant is participating, or (D) except as otherwise expressly provided in
this Credit Agreement, reduce any Fees payable hereunder.


                                      111

            (h) Each Lender agrees that, without the prior written consent of
the Borrower and the Agent, it will not make any assignment or sell a
participation hereunder in any manner or under any circumstances that would
require registration or qualification of, or filings in respect of, any Loan,
Note or other Obligation under the securities laws of the United States of
America or of any jurisdiction.

            (i) In connection with the efforts of any Lender to assign its
rights or obligations or to participate interests, such Lender may disclose any
information in its possession regarding the Borrower.

            (j) Borrower shall maintain, or cause to be maintained, a register
(the "Register") on which it enters the name of each Lender as the registered
owner of the Loans held by such Lender. A Registered Loan (and the Registered
Note, if any, evidencing the same) may be assigned or sold in whole or in part
only by registration of such assignment or sale on the Register (and each
Registered Note shall expressly so provide). Any assignment or sale of all or
part of such Registered Loan (and the Registered Note, if any, evidencing the
same) may be effected only by registration of such assignment or sale on the
Register, together with the surrender of the Registered Note, if any, evidencing
the same duly endorsed by (or accompanied by a written instrument of assignment
or sale duly executed by) the holder of such Registered Note, whereupon, at the
request of the designated assignee(s) or transferee(s), one or more new
Registered Notes in the same aggregate principal amount shall be issued to the
designated assignee(s) or transferee(s). Prior to the registration of assignment
or sale of any Registered Loan (and the Registered Note, if any evidencing the
same), Borrower shall treat the Person in whose name such Loan (and the
Registered Note, if any, evidencing the same) is registered as the owner thereof
for the purpose of receiving all payments thereon and for all other purposes,
notwithstanding notice to the contrary.

            (k) In the event that any Lender sells participations in the
Registered Loan, such Lender shall maintain a register on which it enters the
name of all participants in the Registered Loans held by it (the "Participant
Register"). A Registered Loan (and the Registered Note, if any, evidencing the
same) may be participated in whole or in part only by registration of such
participation on the Participant Register (and each Registered Note shall
expressly so provide). Any participation of such Registered Loan (and the
Registered Note, if any, evidencing the same) may be effected only by the
registration of such participation on the Participant Register.

      14.7 INFORMATION.

            The Agent and each Lender (each, a "Lending Party") agrees to keep
confidential any information furnished or made available to it by the Borrower
pursuant to this Credit Agreement that is marked confidential; provided that
nothing herein shall prevent any Lending Party from disclosing such information
(a) to any other Lending Party or any affiliate of any Lending Party, or any
officer, director, employee, agent, or advisor of any Lending Party or affiliate
of any Lending Party, (b) to any other Person if reasonably incidental to the
administration of the credit facility provided herein, (c) as required by any
law, rule, or regulation, (d) upon the order of any court or administrative
agency, (e) upon the request or demand of any regulatory agency or authority;
provided, however, that, to the extent permitted


                                      112

by law, the affected Lending Party shall provide prior written notice to the
Borrower of any such request or demand, (f) that is or becomes available to the
public or that is or becomes available to any Lending Party other than as a
result of a disclosure by any Lending Party prohibited by this Credit Agreement,
(g) in connection with any litigation to which such Lending Party or any of its
affiliates may be a party, (h) to the extent necessary in connection with the
exercise of any remedy under this Credit Agreement or any other Credit Document,
(i) subject to provisions substantially similar to those contained in this
Section 14.7, to any actual or proposed participant or assignee and (j) to Gold
Sheets and other similar bank trade publications; such information to consist of
deal terms and other information approved by the Borrower and customarily found
in such publications.

      14.8 PAYMENT OF EXPENSES; INDEMNIFICATION.

            The Borrower agrees to pay, upon demand, all reasonable
out-of-pocket costs and expenses of (a) the Agent and each Lender in connection
with (i) the negotiation, preparation, execution and delivery of this Credit
Agreement and the other Credit Documents and the documents and instruments
referred to therein (including, without limitation, the reasonable fees and
expenses of special external counsel to the Agent and special external counsel
to the Lenders and the fees and expenses of special external counsel for the
Agent in connection with collateral issues but excluding any amounts for
services rendered by internal counsel) and (ii) any amendment, waiver or consent
relating hereto and thereto including, without limitation, any such amendments,
waivers or consents resulting from or related to any work-out, re-negotiation or
restructure relating to the performance by the Borrower under this Credit
Agreement and (b) the Agent and each Lender in connection with enforcement of
the Credit Documents and the documents and instruments referred to therein,
including but not limited to, any work-out, re-negotiation or restructure
relating to the performance by the Borrower under this Credit Agreement,
including, without limitation, in connection with any such enforcement, the
reasonable fees and disbursements of counsel for the Agent and each of the
Lenders (including the allocated costs of internal counsel). In addition, the
Borrower agrees to pay, upon demand, for the separate account of Agent, audit,
appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day,
per auditor, plus out-of-pocket expenses for each financial audit performed by
personnel employed by Agent, (ii) if implemented, a one time charge of $3,000
plus out-of-pocket expenses for expenses for the establishment of electronic
collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus
out-of-pocket expenses, for each appraisal of the Collateral performed by
personnel employed by Agent, and (iv) the actual charges paid or incurred by
Agent if it elects to employ the services of one or more third Persons to
perform financial audits, to appraise the Collateral, or any portion thereof, or
to assess the Borrower's (or any of its Subsidiaries') business valuation. The
Borrower shall indemnify, defend and hold harmless the Agent, the Issuing Bank
and each of the Lenders and their respective directors, officers, agents,
employees and counsel from and against (x) any and all losses, claims, damages,
liabilities, deficiencies, judgments or expenses incurred by any of them (except
to the extent that it is finally judicially determined to have resulted from
their own gross negligence or willful misconduct) arising out of or by reason of
any litigation, investigation, claim or proceeding which arises out of or is in
any way related to (i) this Credit Agreement, any Letter of Credit or the
transactions contemplated thereby, (ii) any actual or proposed use by the
Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's
or the Lenders' entering into this Credit Agreement, the other Credit Documents
or any other agreements and


                                      113

documents relating hereto, including, without limitation, amounts paid in
settlement, court costs and the fees and disbursements of counsel incurred in
connection with any such litigation, investigation, claim or proceeding or any
advice rendered in connection with any of the foregoing and (y) any such losses,
claims, damages, liabilities, deficiencies, judgments or expenses incurred in
connection with any remedial or other action taken by the Borrower or any of the
Lenders in connection with compliance by the Borrower or any of its
Subsidiaries, or any of their respective properties, with any federal, state or
local environmental laws, acts, rules, regulations, orders, directions,
ordinances, criteria or guidelines. If and to the extent that the obligations of
the Borrower hereunder are unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law. The Borrower's
obligations under this Section 14.8 shall survive any termination of this Credit
Agreement and the other Credit Documents and the payment in full of the
Obligations, and are in addition to, and not in substitution of, any other of
their Obligations set forth in this Credit Agreement. In addition, the Borrower
shall, upon demand, pay to the Agent and any Lender all costs and expenses
(including the reasonable fees and disbursements of counsel and other
professionals) paid or incurred by the Agent, the Issuing Bank or such Lender in
(A) enforcing or defending its rights under or in respect of this Credit
Agreement, the other Credit Documents or any other document or instrument now or
hereafter executed and delivered in connection herewith against the Borrower
(or, in the case of the Agent, against any Lender, except to the extent that the
claim or liability giving rise to such enforcement or defense is finally
judicially determined to have resulted from the Agent's own gross negligence or
willful misconduct), (B) in collecting the Loans, (C) in foreclosing or
otherwise collecting upon the Collateral or any part thereof and (D) obtaining
any legal, accounting or other advice in connection with any of the foregoing.

      14.9 ENTIRE AGREEMENT, SUCCESSORS AND ASSIGNS.

            This Credit Agreement along with the other Credit Documents and the
Fee Letter constitutes the entire agreement among the Borrower, the Agent and
the Lenders, supersedes any prior agreements among them, and shall bind and
benefit the Borrower and the Lenders and their respective successors and
permitted assigns, provided, however, that the foregoing shall not affect the
continuing effectiveness of any waiver of any provision of the Original Credit
Agreement heretofore granted to the Borrower.

      14.10 AMENDMENTS, ETC.

            Neither the amendment or waiver of any provision of this Credit
Agreement or any other Credit Document, nor the consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders, or if the Lenders shall not be
parties thereto, by the parties thereto and consented to by the Required
Lenders, and each such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided
that no amendment, waiver or consent shall unless in writing and signed by all
the Lenders, do any of the following: (a) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (b) except as
otherwise expressly provided in this Credit Agreement, reduce the principal of,
or interest on, any Note or any Letter of Credit reimbursement obligations or
any fees hereunder, (c) postpone any date fixed for any payment or mandatory
prepayment in respect of principal of,


                                      114

or interest on, any Note or any Letter of Credit reimbursement obligations or
any fees hereunder, (d) change the percentage of the Commitments, or any minimum
requirement necessary for the Lenders or the Required Lenders to take any action
hereunder, (e) amend or waive Section 2.8, Section 2.9, Section 13.6 or this
Section 14.10, or change the definition of Required Lenders, (f) except as
otherwise expressly provided in this Credit Agreement, and other than in
connection with the financing, refinancing, sale or other disposition of any
asset of the Borrower permitted under this Credit Agreement, release any Liens
in favor of the Lenders on any material portion of the Collateral, (g) except as
expressly permitted hereunder, increase the advance rates used to calculate the
Revolving Credit Borrowing Base or the terms used in the calculation thereof, or
(h) terminate, waive or modify any indemnification obligations of the Borrower
under the Credit Agreement or any other Credit Document and, provided, further,
that no amendment, waiver or consent affecting the rights or duties of the Agent
or the Issuing Bank under any Credit Document shall in any event be effective,
unless in writing and signed by the Agent and/or the Issuing Bank, as
applicable, in addition to the Lenders required hereinabove to take such action.
Notwithstanding any of the foregoing to the contrary, the consent of the
Borrower shall not be required for any amendment, modification or waiver of the
provisions of Article XIII (other than the provisions of Section 13.9). In
addition, the Borrower and the Lenders hereby authorize the Agent to modify this
Credit Agreement by unilaterally amending or supplementing Schedule 1.1A from
time to time in the manner requested by the Borrower, the Agent or any Lender in
order to reflect any assignments or transfers of the Loans as provided for
hereunder; provided, however, that the Agent shall promptly deliver a copy of
any such modification to the Borrower and each Lender.

      14.11 NONLIABILITY OF AGENT AND LENDERS.

            The relationship between the Borrower on the one hand and the
Lenders and the Agent on the other hand shall be solely that of borrower and
lender. Neither the Agent nor any Lender shall have any fiduciary
responsibilities to the Borrower. Neither the Agent nor any Lender undertakes
any responsibility to the Borrower to review or inform the Borrower of any
matter in connection with any phase of the Borrower's business or operations.

      14.12 INDEPENDENT NATURE OF LENDERS' RIGHTS.

            The amounts payable at any time hereunder to each Lender under such
Lender's Note or Notes shall be a separate and independent debt.

      14.13 COUNTERPARTS.

            This Credit Agreement may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.

      14.14 EFFECTIVENESS.

            This Credit Agreement shall become effective on the date on which
all of the parties have signed a copy hereof (whether the same or different
copies) and shall have delivered the same to the Agent pursuant to Section 14.5
or, in the case of the Lenders, shall have given to


                                      115

the Agent written, telecopied or telex notice (actually received) at such office
that the same has been signed and mailed to it.

      14.15 SEVERABILITY.

            In case any provision in or obligation under this Credit Agreement
or the Notes or the other Credit Documents shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.

      14.16 HEADINGS DESCRIPTIVE.

            The headings of the several sections and subsections of this Credit
Agreement, and the Table of Contents, are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Credit Agreement.

      14.17 MAXIMUM RATE.

            Notwithstanding anything to the contrary contained elsewhere in this
Credit Agreement or in any other Credit Document, the Borrower, the Agent and
the Lenders hereby agree that all agreements among them under this Credit
Agreement and the other Credit Documents, whether now existing or hereafter
arising and whether written or oral, are expressly limited so that in no
contingency or event whatsoever shall the amount paid, or agreed to be paid, to
the Agent or any Lender for the use, forbearance, or detention of the money
loaned to the Borrower and evidenced hereby or thereby or for the performance or
payment of any covenant or obligation contained herein or therein, exceed the
Highest Lawful Rate. If due to any circumstance whatsoever, fulfillment of any
provisions of this Credit Agreement or any of the other Credit Documents at the
time performance of such provision shall be due shall exceed the Highest Lawful
Rate, then, automatically, the obligation to be fulfilled shall be modified or
reduced to the extent necessary to limit such interest to the Highest Lawful
Rate, and if from any such circumstance any Lender should ever receive anything
of value deemed interest by applicable law which would exceed the Highest Lawful
Rate, such excessive interest shall be applied to the reduction of the principal
amount then outstanding hereunder or on account of any other then outstanding
Obligations and not to the payment of interest, or if such excessive interest
exceeds the principal unpaid balance then outstanding hereunder and such other
then outstanding Obligations, such excess shall be refunded to the Borrower. All
sums paid or agreed to be paid to the Agent or any Lender for the use,
forbearance, or detention of the Obligations and other indebtedness of the
Borrower to the Agent or any Lender shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of
such indebtedness until payment in full so that the actual rate of interest on
account of all such indebtedness does not exceed the Highest Lawful Rate
throughout the entire term of such indebtedness. The terms and provisions of
this Section shall control every other provision of this Credit Agreement and
all agreements among the Borrower, the Agent and the Lenders.


                                      116

      14.18 RIGHT OF SETOFF.

            In addition to and not in limitation of all rights of offset that
any Lender or other holder of a Note may have under applicable law, each Lender
or other holder of a Note shall, if any Event of Default has occurred and is
continuing and whether or not such Lender or such holder has made any demand or
the Obligations of the Borrower have matured, have the right to appropriate and
apply to the payment of the Obligations of the Borrower all deposits (general or
special, time or demand, provisional or final) then or thereafter held by and
other indebtedness or property then or thereafter owing by such Lender or other
holder. Any amount received as a result of the exercise of such rights shall be
reallocated among the Lenders as set forth in Section 3.8.

      14.19 POWER OF ATTORNEY.

            Each Subsidiary of the Borrower appoints the chief accounting
officer and any vice president of the Borrower, (each of whom is a senior
officer of the Borrower) to be its attorneys ("its Attorneys") and in its name
and on its behalf and as its act and deed or otherwise to sign all documents and
carry out all such acts as are necessary or appropriate in connection with
executing any Notice of Borrowing, any Revolving Credit Borrowing Base
Certificate or any security documents (the "Documents") in connection with this
Credit Agreement, provided that such Documents are in substantially the form
provided therefor in the applicable exhibits thereto. This Power of Attorney
shall be valid for the duration of the term of this Credit Agreement. Each
Subsidiary of the Borrower hereby undertakes to ratify everything which either
of its Attorneys shall do in order to execute the Documents mentioned herein.

      14.20 RESTATEMENT OF ORIGINAL CREDIT AGREEMENT

            The parties hereto agree that, on the Closing Date, the following
transactions shall be deemed to occur automatically, without further action by
any party hereto:

            (a) the Original Credit Agreement shall be deemed to be amended and
restated in its entirety in the form of this Agreement (provided that the
foregoing shall not be deemed or otherwise construed to constitute a waiver of
any Default or Event of Default under this Credit Agreement or the Original
Credit Agreement to the extent not previously waived);

            (b) all Original Obligations outstanding on the Closing Date
(including without limitation all accrued and unpaid principal, interest and
fees) shall, to the extent not paid on the Closing Date, be deemed to be
Obligations outstanding hereunder;

            (c) the Guaranties and Security Documents, including the Liens
created thereunder, and securing payment of the Original Obligations, shall
remain in full force and effect with respect to the Obligations and are hereby
reaffirmed; and

            (d) all references in the other Credit Documents to the Original
Credit Agreement shall be deemed for all time periods after the date hereof to
refer without further amendment to this Credit Agreement as the same may be
amended, restated, supplemented, renewed or otherwise modified from time to
time.


                                      117

The parties acknowledge and agree that this Credit Agreement and the other
Credit Documents do not constitute a novation, payment and reborrowing or
termination of the Original Obligations and that all such Original Obligations
are in all respects continued and outstanding as Obligations under this Credit
Agreement and the Notes with only the terms being modified from and after the
effective date of this Agreement as provided in this Agreement, the Notes and
the other Credit Documents.


                                      118

            IN WITNESS WHEREOF the parties hereto have caused this Credit
Agreement to be executed and delivered by their proper and duly authorized
officers as of the date set forth above.

                           
BORROWER                      CHIQUITA BRANDS, INC.



                              By:
                                   -------------------------------------
                              Name:  James B. Riley
                              Title:  Senior Vice President and Chief
                                      Financial Officer


AGENTS AND LENDERS            FOOTHILL CAPITAL CORPORATION,
                              as Agent and as a Lender


                              By:
                                   -------------------------------------
                              Name:
                                    ------------------------------------
                              Title:  Vice President


                              WELLS FARGO BANK, NATIONAL ASSOCIATION,
                              as Lead Arranger, Syndication Agent and as
                              a Lender


                              By:
                                   -------------------------------------
                              Name:
                                    ------------------------------------
                              Title:  Vice President


LENDERS                       ABLECO FINANCE LLC, for itself and its affiliated
                              assignees, as a Lender


                              By:
                                   -------------------------------------
                              Name:  Kevin Genda
                              Title:  Chief Credit Officer



                           
                              PNC BANK, National Association,
                              as a Lender

                              By:
                                   -------------------------------------
                              Name:
                                     -----------------------------------
                              Title:
                                      ----------------------------------



                                  Schedule 1.1A

                             LENDERS AND COMMITMENTS




LENDER                                                      COMMITMENT
- ------                                                      ----------
                                                         
Foothill Capital Corporation                                $43,500,000
2450 Colorado Avenue
Suite 3000W
Santa Monica, California 90404
Facsimile Number:  (310) 453-7412
Wiring Instructions:
                     -----------------

Wells Fargo Bank, National Association                      $6,500,000

- --------------------------------------

- --------------------------------------

Facsimile Number:
                  --------------------
Wiring Instructions:
                     -----------------

Ableco Finance LLC,                                         $50,000,000
for itself and its affiliated assignees
450 Park Avenue
New York, New York 10022

Facsimile Number:  (212) 891-1541
Wiring Instructions:
                     ------------------

Oak Hill Securities Fund, L.P.                              $12,500,000
65 East 55th Street - 32nd Floor
New York, New York  10022
Facsimile Number:  (212) 593-3596
Wiring Instructions:
                     ------------------
(Purchased through Assignment)

Oak Hill Securities Fund II, L.P.                           $12,500,000
65 East 55th Street - 32nd Floor
New York, New York  10022
Facsimile Number:  (212) 593-3596
Wiring Instructions:
                     ------------------
(Purchased through Assignment)

PNC Bank, N.A.                                              $5,000,000
201 East Fifth Street
Cincinnati, Ohio  45202
Facsimile Number:  (513) 651-8951
Wiring Instructions:

PNC Bank N.A.
ABA #:  042000398


Benefit Name:  Commercial Loan Operations
Benefit Acct:  #130762016803
Ref:  Chiquita

EX-10.D

                                                                    Exhibit 10-d

                       CHIQUITA BRANDS INTERNATIONAL, INC.

                            CAPITAL ACCUMULATION PLAN

























            Originally Adopted by the Employee Benefits Committee of
                       Chiquita Brands International, Inc.
                                 on May 2, 2000


        Conformed to Include Amendments Adopted through October 22, 2001

                       CHIQUITA BRANDS INTERNATIONAL, INC.

                            CAPITAL ACCUMULATION PLAN

      Effective as of January 1, 2000, Chiquita Brands International, Inc. (the
"Sponsoring Company") has established the Chiquita Brands International, Inc.
Capital Accumulation Plan (the "Plan") on behalf of selected employees of the
Sponsoring Company and any Affiliated Companies which adopt the Plan with the
permission of the Sponsoring Company, all in accordance with the terms and
conditions set forth below.

                                   SECTION ONE

                                 PURPOSE OF PLAN

      A. DESIGNATION. The Plan is designated the "Chiquita Brands International,
Inc. Capital Accumulation Plan."

      B. PURPOSE. The purpose of the Plan is to provide retirement, disability,
death and employment termination benefits for a select group of management and
highly compensated employees of the Participating Companies and for the
beneficiaries of those employees. The Plan is intended to be a non-qualified
plan of executive deferred compensation, exempt from the requirements of Title I
of ERISA.

      C. VOLUNTARY PARTICIPATION. An Employee who completes the eligibility
requirements set forth in Section Three of the Plan may voluntarily elect to
participate in the Plan by notifying the Administrative Committee as described
in Paragraph A of Section Seven.

                                   SECTION TWO

                                   DEFINITIONS

      As used in the Plan:

      "Accounts" shall mean a Participant's Basic Match Contribution Account,
his Deferral Contribution Account, his Incremental Match Contribution Account,
his Savings Plan Restoration Match Contribution Account, his Predecessor
Account, and, if applicable, his Deemed Participation Contribution Account. The
term "Accounts" shall also include any additional accounts established by the
Administrative Committee, in its sole discretion.

      "Administrative Committee" shall mean the Chiquita Brands International,
Inc. Employee Benefits Committee which has been appointed to administer the Plan
in accordance with the provisions of Section Five of the Plan. Notwithstanding
the foregoing, "Administrative Committee" may also include any individual or
committee to which the Administrative Committee has delegated authority to act
with respect to a specific activity. The Administrative Committee shall be the
"named fiduciary," as referred to in Section 402(a) of ERISA, with respect to
the management, operation and administration of the Plan.

      "Affiliated Company" or "Affiliated Companies" shall mean (i) a member of
a controlled group of corporations of which the Sponsoring Company is a member,
as determined in accordance with Section 414(b) of the Internal Revenue Code and
the regulations issued thereunder, (ii) a trade or business

which is under common control with the Sponsoring Company, as determined in
accordance with Section 414(c) of the Internal Revenue Code and the regulations
issued thereunder, or (iii) a member of an affiliated service group of which the
Sponsoring Company is a member, as determined in accordance with Section 414(m)
of the Internal Revenue Code. In addition, "Affiliated Company" shall also
include any other entity designated by the Board of Directors of the Sponsoring
Company in its sole discretion.

      "Basic Match Contribution" shall mean the cumulative amount the
Participating Company contributes to the Trust each Plan Year on behalf of a
Participant, as described in Paragraph B of Section Seven of the Plan.

      "Basic Match Contribution Account" shall mean the account maintained for a
Participant reflecting the Basic Match Contributions allocated to such
Participant pursuant to Paragraph B of Section Seven, as adjusted by earnings or
losses thereon in accordance with the provisions of Section Six.

      "Beneficiary" shall mean any person entitled to receive benefits which are
payable upon or after a Participant's death pursuant to Section Ten of the Plan.

      "Board of Directors" shall mean the Board of Directors of the Sponsoring
Company or the Board of Directors of a Participating Company, as the case may
be, or any individual or committee to which the Board of Directors has delegated
authority to act with respect to a specific activity.

      "Bonus" shall mean any amount payable as a bonus in the Plan Year to an
Employee, other than severance bonuses, to the extent that such amount is
classified as a "Bonus" for purposes of this Plan and is payable pursuant to a
program which has been specifically identified by an authorized representative
of the Sponsoring Company as eligible for consideration as a Bonus hereunder.
The Bonus amount will be increased by any amounts with respect to which the
Employee has elected to defer or reduce such Bonus for federal income tax
purposes (i) under this Plan, (ii) under a Savings Plan or (iii) under any
"cafeteria plan," dependent care assistance program or qualified transportation
fringe benefit program (as described in Sections 125, 129 and 132 of the
Internal Revenue Code) maintained by the Participating Companies. Bonus shall
not include any amounts paid to the Employee pursuant to a program which has not
been identified as eligible for consideration as the source of a Bonus for
purposes of this Plan.

      "Change of Control" shall mean the occurrence of any of the following
events:

      (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than an Exempt Holder or Exempt Entity, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of all
shares that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 30% or more of the total voting power of all of the Sponsoring
Company's voting securities then outstanding ("Voting Shares"), provided, that
Exempt Holders "beneficially own" (as so defined), on a combined basis, a lesser
percentage of the Voting Shares than such other person and do not have the right
or ability by voting power, contract or otherwise to elect or designate for
election a majority of the Board of Directors of the Company;

      (ii) on any date, the individuals who constituted the Sponsoring Company's
Board of Directors at the beginning of the two-year period immediately preceding
such date (together with any new directors whose election by the Sponsoring
Company's Board of Directors, or whose nomination for election by the Sponsoring
Company's shareholders, was approved by a vote of at least two-thirds of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the directors then in
office; or

      (iii) immediately after a merger or consolidation of the Sponsoring
Company or any subsidiary of the Sponsoring Company with or into, or the sale or
other disposition of all or substantially all of the Sponsoring Company's assets
to, any other corporation, (a) the Voting Shares of the Sponsoring Company
outstanding immediately prior to such transaction do not represent (either by
remaining outstanding or by being converted into voting securities of the
surviving or acquiring entity or any parent thereof) more than 50% of the total
voting power of the voting securities of the Sponsoring Company or surviving or
acquiring entity or any parent thereof outstanding immediately after such merger
or consolidation; and (b) either (x) a person or group (other than an Exempt
Entity) beneficially owns a percentage of the total voting power of the
Sponsoring Company or surviving or acquiring entity or any parent thereof which
exceeds both 20% and the percentage owned, on a combined basis, by the Exempt
Holders or (y) the Exempt Holders beneficially own, on a combined basis, less
than 2% of such voting power. In the case of a Participating Company other than
the Sponsoring Company, "Change of Control" shall mean (i) such Participating
Company ceasing to be a direct or indirect subsidiary of the Sponsoring Company
(or its successor entity) or (ii) a sale of substantially all of such
Participating Company's assets to an entity other than the Sponsoring Company
(or its successor entity) or one or more of its subsidiaries.

      "Company Contribution Account" shall mean the account maintained for a
Participant reflecting contributions made by a Participating Company which are
allocated to such Participant pursuant to Section Seven of the Plan, as adjusted
for earnings or losses thereon in accordance with the provisions of Section Six
of the Plan. A Participant's Company Contribution Account shall consist of the
following subaccounts where applicable: (i) a Basic Match Contribution Account,
(ii) a Deemed Participation Match Contribution Account, (iii) a Savings Plan
Restoration Match Contribution Account and (iv) an Incremental Match
Contribution Account. All references in the Plan or Trust Agreement to "Company
Contribution Account" shall, where appropriate, be deemed to constitute a
reference to the above- referenced subaccounts.

      "Compensation" shall mean an Employee's Salary and Bonus payable by a
Participating Company during a Plan Year.

       "Deemed Participation Match Contribution" shall mean the credit made to
the ledger account maintained by a Participating Company on behalf of a
Participant who had attained age forty- five (45) prior to the Effective Date
which reflects the hypothetical Basic Match Contributions and Incremental Match
Contributions which would have been made to the Trust on behalf of the
Participant between the Participant's Index Date and the Effective Date, had the
Plan been in effect during such period of time, subject to the further
limitations described in Paragraph E of Section Seven of the Plan.

      "Deemed Participation Match Contribution Account" shall mean the ledger
account maintained by a Participating Company on behalf of a Participant
reflecting the Deemed Participation Match Contributions allocated to such
Participant pursuant to Paragraph E of Section Seven.

      "Deferral Contribution" shall mean the cumulative amount the Participating
Company contributes to the Trust each Plan Year on behalf of a Participant equal
to the amount by which a Participant elected to reduce his Compensation for such
Plan Year pursuant to Paragraph A of Section Seven.

      "Deferral Contribution Account" shall mean the account maintained for a
Participant reflecting the Deferral Contributions allocated to such Participant
pursuant to Paragraph A of Section Seven, as adjusted by earnings or losses
thereon in accordance with the provisions of Section Six of the Plan.

      "Effective Date" of the Plan shall mean January 1, 2000.

      "Eligible Participant" shall be used in the context of determining which
Participants are eligible to receive Incremental Match Contributions and Savings
Plan Restoration Match Contributions and shall mean any Participant who (i) was
employed by a Participating Company or an Affiliated Company on the last day of
the Plan Year, and (ii) elected, pursuant to Paragraph A of Section Seven, to
reduce his Compensation with respect to such Plan Year.

      "Employee" shall mean any person employed by a Participating Company (i)
who is a "Highly Compensated Employee" determined by applying the principles of
Section 414(q) of the Internal Revenue Code, but applied as if the person's
Salary was the only compensation received from the Participating Company, and
(ii) who has either been designated as an "Executive Officer" by the Board of
Directors for purposes of Rule 3b-7 under the Exchange Act or has been
designated by the Administrative Committee as eligible to participate in the
Plan. For purposes of (i), above, an individual will be treated as satisfying
such condition with respect to the first day of a Plan Year if the individual's
current Salary equals or exceeds the indexed dollar amount of compensation under
Section 414(q)(1)(B)(i) as in effect on the October 1 of the immediately
preceding Plan Year. In addition, if an individual is hired during a Plan Year,
such individual will be deemed to have met the requirement of (i), above, as of
his date of hire if his current Salary equals or exceeds the indexed dollar
amount of compensation under Section 414(q)(1)(B) (i) as in effect on the first
day of such Plan Year.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time. References in the Plan to any Section of ERISA shall
include any successor provision thereto.

      "Exchange Act" shall mean the Securities Exchange Act of 1934.

       "Exempt Holder" shall mean American Financial Group, Inc., each of its
subsidiaries and affiliates, Carl H. Lindner, his spouse, his children and their
spouses and his grandchildren (or the legal representative of any such person)
and each trust for the benefit of each such person.

      "Exempt Entity" means (i) an institution that is entitled under Rule
13(d)-1 of the Exchange Act (or any successor rule or regulation) to report its
ownership of equity securities of the Sponsoring Company through the filing of a
statement on Schedule 13G under the Exchange Act, in lieu of Schedule 13D, for
so long as such institution remains so entitled, (ii) an underwriter temporarily
holding securities pursuant to an offering of such securities, (iii) the
Sponsoring Company, any of its subsidiaries or any employee benefit plan (or
related trust) sponsored or maintained by the Sponsoring Company or any of its
subsidiaries, and (iv) the surviving or acquiring entity (and the direct and
indirect wholly owning parents thereof) in a merger, consolidation, sale or
disposition transaction of the type referred to in clause (iii) of the
definition of a Change of Control provided such transaction has not resulted in
a Change in Control due to failure to satisfy the conditions of subclause (a) or
subclause (b) of said clause (iii).

      "Incremental Match Contribution" shall mean the cumulative amount the
Participating Company contributes to the Trust each Plan Year on behalf of an
Eligible Participant described in Paragraph C of Section Seven of the Plan.

      "Incremental Match Contribution Account" shall mean the account maintained
for a Participant reflecting the Incremental Match Contribution allocated to
such Participant pursuant to Paragraph C of Section Seven, as adjusted by
earnings or losses thereon in accordance with the provisions of Section Six of
the Plan.

      "Incremental Years" shall mean, with respect to a Participant, the whole
number of Plan Years in the sequence which begins with the Participant's Index
Year and ends with the then- current Plan Year, inclusive.

      "Index Date" shall mean, in the case of Participant who is employed on the
Effective Date and who has attained 45 on or before the Effective Date, the
first day of the Calendar Year in which such Participant attained age 45. In the
case of a Participant who is employed on the Effective Date and has not yet
attained age 45 as of the Effective Date, the term Index Date means the first
day of the Calendar Year in which the Participant attains the age of 45 plus "n"
where "n" equals the number of years from the beginning of the Participant's
first year of participation in this Plan prior to the year in which the
Participant attains age 45. In the case of a Participant who is hired after the
Effective Date, and who attains age 45 prior to becoming a Participant in the
Plan, the Index Date shall be the first day of the Calendar Year in which the
Participant attained age 45. In the case of a Participant who is hired after the
Effective Date and who has not attained age 45 prior to commencing participation
in the Plan, the Index Date shall be the first day of the Calendar Year in which
the executive attains age 45 plus "n" where "n" equals the number of years, if
any, from the beginning of the Participant's first year of participation in this
Plan prior to the year in which the Participant attains age 45.

      "Index Year" shall mean, with respect to a Participant, the Plan Year that
includes such Participant's Index Date.

       "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time. References in the Plan to any Section of the Internal
Revenue Code shall include any successor provision thereto.

      "Investment Election" shall mean the form, filed with the Administrative
Committee, or its delegate, or such other procedure as may be specified by the
Administrative Committee at any time, and from time to time, through which a
Participant may designate the manner in which his Accounts shall be allocated
among the Investment Funds.

      "Investment Election Date" shall mean the first business day of each
month.

      "Investment Fund" shall mean each fund, contract, or other arrangement
designated by the Administrative Committee as an Investment Fund in which
Participants may direct their Accounts to be invested.

      "Participant" shall mean an Employee who becomes a Participant in the Plan
as provided in Section Four of the Plan.

      "Participating Company" shall mean the Sponsoring Company, or any
Affiliated Company which the Sponsoring Company designates as having adopted the
Plan and Trust pursuant to the provisions of Section Twenty of the Plan.

      "Plan" shall mean the Chiquita Brands International, Inc. Capital
Accumulation Plan as set forth in this document, and as hereafter amended.

      "Plan Year" shall mean the twelve (12)-consecutive month period ending on
December 31.

      "Predecessor Account" shall mean the amount in a Participant's 1999 Plan
Year deferred compensation account under the Chiquita Brands International, Inc.
Deferred Compensation Plan or the American Produce Company Deferred Compensation
Plan, as applicable, which such Participant elected to transfer to this Plan as
of January 1, 2000, as adjusted for earnings or losses thereon in accordance
with the provisions of Section Six of the Plan. The amounts allocated to a
Participant's Predecessor Account shall be subject to all of the rules and
procedures in this Plan which apply to a Participant's Deferral Contribution
Account, except that all prior elections regarding the term of deferral and form
of distribution of such 1999 Plan Year deferred compensation account shall
remain in effect for purposes of this Plan. This amount shall not be considered
a Deferral Contribution for purposes of the Basic Match Contribution, the
Incremental Match Contribution, the Savings Plan Restoration Match Contribution
or the Deemed Participation Match Contribution.

      "Retirement Date" of a Participant shall mean the later of (i)
Participant's fifty-fifth (55th) birthday, or (ii) the date upon which a
Participant completes ten (10) Years of Service commencing with the calendar
year in which the Participant attains his forty-fifth (45th) birthday.

      "Salary" shall mean basic cash compensation before any payroll deductions
for taxes or any other purposes, payable by a Participating Company to an
Employee in respect of such Employee's service for a Participating Company
during the Plan Year increased by any amounts with respect to which the Employee
has elected to defer or reduce remuneration for federal income tax purposes (i)
under this Plan, (ii) under a Savings Plan or (iii) under any "cafeteria plan",
dependent care assistance program or qualified transportation fringe benefit
program (as described in Sections 125, 129 and 132 of the Internal Revenue Code)
maintained by the

Participating Companies. Salary shall not include any amounts paid to the
Employee as (i) overtime pay, (ii) any imputed income, severance pay and special
allowances or other amounts not considered as a part of base salary for time
actually worked, (iii) any amounts paid during a Plan Year on account of the
Employee under this Plan or under any other employee pension benefit plan (as
defined in Section 3(2) of ERISA), and (iv) except as otherwise provided in the
preceding sentence, any amounts which are not includible in the Employee's
income for applicable income tax purposes.

       "Savings Plan" shall mean the Chiquita Savings and Investment Plan and
any other qualified or nonqualified retirement program maintained by any
Participating Company into which employee contributions and employer matching
contributions may be made.

      "Savings Plan Restoration Match Contribution" shall mean the cumulative
amount the Participating Company contributes to the Trust each Plan Year as
described in Paragraph D of Section Seven of the Plan.

      "Savings Plan Restoration Match Contribution Account" shall mean the
account maintained for a Participant reflecting the Savings Plan Restoration
Match Contribution allocated to such Participant pursuant to Paragraph D of
Section Seven, as adjusted by earnings or losses thereon in accordance with the
provisions of Section Six of the Plan.

      "Sponsoring Company" shall mean Chiquita Brands International, Inc.

      "Total and Permanent Disability" shall mean physical and/or mental
incapacity of such a nature that it prevents a Participant from engaging in or
performing the principal duties of his customary employment or occupation on a
continuing or sustained basis.

      "Trust" shall mean the entity established pursuant to a Chiquita Brands
International, Inc. Capital Accumulation Plan Trust Agreement between the
Sponsoring Company and a trustee selected by the Administrative Committee from
time to time.

      "Valuation Date" shall mean the last day of each month or any other date
the Administrative Committee, in its sole discretion, shall select as a
Valuation Date.

      "Year of Service" shall mean a twelve (12) month period beginning on a
Participant's initial date of hire and on successive anniversaries of such date
during which the Participant is treated by the Sponsoring Company or any
Affiliated Company as continuously employed.

      Wherever appropriate, words used in the Plan in the singular may mean the
plural, the plural may mean the singular, and the masculine may mean the
feminine.

                                  SECTION THREE

                          REQUIREMENTS FOR ELIGIBILITY

      Any Employee shall be eligible to elect to have Deferral Contributions
made on his behalf under the Plan and to share in the allocations of Basic Match
Contributions and, if applicable, Deemed Participation Match Contributions,
Savings Plan Restoration Match Contributions and Incremental Match Contributions
under the Plan. Any Participant who has made an election to make Deferral
Contributions under this Plan, who incurs a termination of employment, and who
is subsequently rehired by a Participating Company, shall

automatically become eligible to elect to have Deferral Contributions made on
his behalf under the Plan effective as of the date of his rehire. In such case
the Participant's Incremental Years for purposes of computing Incremental Match
Contributions and the post-date of hire service for purposes of computing the
portion of any Deemed Participation Match Contributions earned by the
Participant will be adjusted to exclude the years of the break in service and
Years of Service for vesting purposes will be adjusted in accordance with the
principles applying to qualified plans under the Internal Revenue Code.

                                  SECTION FOUR

                            PARTICIPATION IN THE PLAN

      Within thirty (30) days after meeting the eligibility requirements of
Section Three, each Employee shall be notified that he is eligible to
participate in the Plan and shall be provided with such election forms as may be
required to initiate such participation and any other applicable information. In
addition, an Employee who enrolls in the Plan as of the Effective Date may
elect, pursuant to such procedures as the Administrative Committee may
determine, to have a Predecessor Account established on his behalf with respect
to the 1999 Plan Year deferred compensation attributable to the Chiquita Brands
International, Inc. Deferred Compensation Plan or the American Produce Company
Deferred Compensation Plan. Finally, each Employee who becomes a Participant
shall be provided with a designation of beneficiary form with which he may
designate one or more Beneficiaries to receive benefits in the event of his
death.

      Prior to October 22, 2001, elections to participate in the Plan by
individuals who qualify as Employees as of the first day of any Plan Year must
be made no later than November 15 of the immediately preceding Plan Year except
(i) with respect the Plan Year which begins January 1, 2000, such election must
be made no later than December 15, 1999, and (ii) with respect to the Plan Year
in which an individual is initially hired and first qualifies as an Employee and
therefore becomes eligible to participate in the Plan, such election must be
made within sixty (60) days of the date on which such individual was notified of
his eligibility and such election shall be effective as of the first payroll
period following its receipt and processing by the Administrative Committee.

      On and after October 22, 2001, the rules set forth in the immediately
preceding paragraph shall continue to apply with respect to any election to
defer any portion of a Bonus payable by a Participating Company with respect to
a Plan Year by an eligible Employee.

      On or after October 22, 2001, any election by an eligible Employee to
defer Salary pursuant to this Plan must be made no less than thirty (30) days
prior to the first pay period with respect to which such Salary deferral
election is intended to be effective.

      The Administrative Committee may, in its sole discretion, establish any
time procedures to effectuate the enrollment during a Plan Year of an individual
who is promoted during the Plan Year into a position which qualifies the
individual as an Employee with respect to such Plan Year.

      Any Employee who does not elect to have Deferral Contributions made with
respect to any Bonuses otherwise payable to him as of the first date on which he
is first eligible shall be

allowed to make a subsequent election to have Deferral Contributions made with
respect to Bonuses otherwise payable to him as of the January 1 of any
subsequent Plan Year, provided that such individual notifies the Administrative
Committee no later than November 15 of the immediately preceding Plan Year,
pursuant to such notification procedures as the Administrative Committee may
establish, from time to time.

      Effective October 22, 2001, any Employee who does not elect to have
Deferral Contributions made with respect to Salary otherwise payable to him as
of the first day on which he is first eligible shall be allowed to make a
subsequent election to have Deferral Contributions made with respect to Salary
otherwise payable to him as of the first day of any future pay period provided
that a written election to have such Salary Deferral Contributions made to the
Plan is received and processed by the Administrative Committee no less than
thirty (30) days before the first day of the payroll period with respect to
which such election is intended to be effective.

                                  SECTION FIVE

                           ADMINISTRATION OF THE PLAN

      A. RESPONSIBILITY FOR ADMINISTRATION OF THE PLAN. The Administrative
Committee shall be responsible for the management, operation and administration
of the Plan.

      B. APPOINTMENT OF ADMINISTRATIVE COMMITTEE. The Board of Directors of the
Sponsoring Company has appointed the Chiquita Brands International, Inc.
Employee Benefits Committee to be the Administrative Committee hereunder. The
Administrative Committee shall be responsible for the management, operation and
administration of the Plan. Any member of the Administrative Committee may
resign by delivering written notice to the Board of Directors of the Sponsoring
Company. The Board of Directors of the Sponsoring Company shall be authorized to
remove any member of the Administrative Committee at any time and in its sole
discretion to appoint a successor whenever a vacancy on the Administrative
Committee occurs.

      C. DELEGATION OF POWERS. The Administrative Committee may appoint such
assistants or representatives as it deems necessary for the effective exercise
of its duties in administering the Plan. The Administrative Committee may
delegate to such assistants and representatives any powers and duties, both
ministerial and discretionary, as it deems expedient or appropriate.

      D. RECORDS. All acts and determinations with respect to the administration
of the Plan made by the Administrative Committee and any assistants or
representatives appointed by it shall be duly recorded by the Administrative
Committee or by the assistant or representative appointed by it to keep such
records. All records, together with such other documents as may be necessary for
the administration of the Plan, shall be preserved in the custody of the
Administrative Committee or the assistants or representatives appointed by it.

      E. GENERAL ADMINISTRATIVE POWERS. The Administrative Committee shall have
all powers necessary to administer the Plan in accordance with its terms,
including the power to construe the Plan and to determine all questions that may
arise thereunder. In the exercise of such powers under the Plan, the
Administrative Committee shall have discretionary authority to interpret the
terms of the Plan and to determine eligibility for and entitlement to Plan
benefits in accordance with the terms of the Plan. Any interpretation or
determination made pursuant to such discretionary authority shall be given full
force and effect, unless such interpretation or determination is made after a
Change in Control and is shown to be unreasonable, arbitrary or capricious.

      F. APPOINTMENT OF PROFESSIONAL ASSISTANCE AND INVESTMENT MANAGER. The
Administrative Committee may engage accountants, attorneys, physicians and such
other personnel as it deems necessary or advisable. The functions of any such
persons engaged by the Administrative Committee shall be limited to the specific
services and duties for which they are engaged, and such persons shall have no
other duties, obligations or responsibilities under the Plan. Such persons shall
exercise no discretionary authority or discretionary control respecting the
management of the Plan. The fees and costs of such services shall be paid by the
Participating Companies.

      G. ACTIONS BY THE ADMINISTRATIVE COMMITTEE. All actions of the
Administrative Committee shall be taken pursuant to the decision of a majority
of the then members of the Administrative Committee.

      H. DISCRETIONARY ACTS. In the event the Administrative Committee exercises
any discretionary authority under the Plan with respect to a Participant who is
a member of the Administrative Committee, such discretionary authority shall be
exercised solely and exclusively by those members of the Administrative
Committee other than such Participant, or, if such Participant is the sole
member of the Administrative Committee, such discretionary authority shall be
exercised solely and exclusively by the Board of Directors of the Sponsoring
Company.

      I. PAYMENT OF FEES AND EXPENSES. The members of the Administrative
Committee and their assistants and representatives shall be entitled to payment
from the Participating Companies for all reasonable costs, charges and expenses
incurred in the administration of the Plan, including, but not limited to,
reasonable fees for accounting, legal and other services rendered, to the extent
incurred by the members of the Administrative Committee or their assistants and
representatives in the course of performance of their duties under the Plan.

      J. PLAN ADMINISTRATOR. The Sponsoring Company shall be the "administrator"
(as defined in Section 3(16)(A) of ERISA) of the Plan. The Vice President of
Human Resources of the Sponsoring Company shall be the designated agent for
service of legal process.

      K. ALLOCATION AND DELEGATION OF ADMINISTRATIVE COMMITTEE RESPONSIBILITIES.
The Administrative Committee may upon approval of a majority of the members of
the Administrative Committee, (i) allocate among any of the members of the
Administrative Committee any of the responsibilities of the Administrative
Committee under the Plan or (ii) designate any person, firm or corporation that
is not a member of the Administrative Committee to carry out any of the
responsibilities of the Administrative Committee under the Plan. Any such
allocation or designation shall be made pursuant to a written instrument
executed by a majority of the members of the Administrative Committee.

                                   SECTION SIX

                             PARTICIPANTS' ACCOUNTS

      A. MAINTENANCE OF ACCOUNTS. There shall be maintained on behalf of each
Participant a Basic Match Contribution Account, an Incremental Match
Contribution Account, a Deferral Contribution Account, a Savings Plan
Restoration Match Contribution Account, a Predecessor Account and, if
applicable, a Deemed Participation Match Contribution Account. The Participant's
interest in his Company Contribution Accounts shall be subject to the vesting
schedule set forth in Paragraph A of Section Eleven. The Participant's interest
in his Deferral Contribution Account and Predecessor Account shall be one
hundred percent (100%) vested at all times. All payments to a Participant or his
Beneficiaries shall be charged against the respective Accounts of such
Participant.

      B. ACCOUNTS OF PARTICIPANT TRANSFERRED TO AN AFFILIATED Company. If a
Participant is transferred to an Affiliated Company which has not adopted the
Plan, the amounts which are credited to his Accounts shall continue to be
governed by the provisions of the Plan.

      C. ADJUSTMENT OF PARTICIPANTS' ACCOUNTS. Promptly after the last day of
each Plan Year or such other dates no less frequently than annually as the
Administrative Committee shall decide, the Administrative Committee or its
delegate shall adjust the Accounts of each Participant (other than a



Participant's Deemed Participation Match Contribution Account) so that the
amount of net income, loss, appreciation or depreciation in the value of the
amount invested in an Investment Fund shall be allocated equitably and
exclusively to the Accounts of the Participants invested in such Investment
Fund. Promptly after the last day of each Plan Year, the Administrative
Committee shall adjust the Deemed Participation Match Contribution Account of
each Participant by the amount of interest specified in Paragraph E of Section
Seven.

      D. INVESTMENT OF CONTRIBUTIONS.

            (i) PARTICIPANT-DIRECTED INVESTMENTS. In accordance with procedures
established by the Administrative Committee, each Participant shall have the
opportunity, at the time of enrollment for a Plan Year and subsequently on or
before each Investment Election Date, to make an Investment Election with the
Administrative Committee or its delegate, which shall apply to all of the
Participant's Accounts for all or any specified Plan Year or Plan Years other
than his Deemed Participation Match Contribution Account which will be credited
with interest as specified in Paragraph E of Section Seven. This election shall
be effective beginning on the Investment Election Date following its receipt by
the Administrative Committee, or its delegate, and shall continue in effect
until revoked or modified as of a subsequent Investment Election Date. The
following restrictions shall apply to such investment elections:

         (a) No election may be made in violation of any applicable investment
contract or other agreement establishing an Investment Fund, and

         (b) Transfers among the available Investment Funds may be made only in
whole percentage multiples of one percent (1%) of the balances therein.

      In addition, the Administrative Committee, in its sole discretion, may
from time to time establish special Investment Election Dates to provide the
Participants with additional opportunities to designate the manner in which
their Accounts shall be allocated among the then-available Investment Funds.

            (ii) OTHER INVESTMENTS. All Accounts not subject to an Investment
Election filed with the Administrative Committee pursuant to subparagraph (i)
above shall be invested in a money market fund or other liquid or pooled fund
investment vehicle selected by the Administrative Committee.

      E. NO RIGHT TO SPECIFIC ASSETS. The fact that for administrative purposes
Accounts are maintained for each Participant under the Plan shall not be deemed
to segregate for such Participant, or to give such Participant any direct
interest in, any specific assets of the Participating Companies except as
otherwise provided in Section Eighteen below.

      F. PARTICIPANT STATEMENTS. Promptly after the end of each Plan Year the
Administrative Committee shall issue statements of account to each Participant.

                                  SECTION SEVEN

                      ALLOCATIONS TO PARTICIPANT'S ACCOUNTS

      A. DEFERRAL CONTRIBUTIONS. Each Plan Year, the Participating Company
employing a Participant who has elected to reduce his Compensation pursuant to
subparagraph (i) of this Paragraph A shall withhold from such



Participant's Compensation the Deferral Contributions, as elected by such
Participant.

            (i) DEFERRAL ELECTIONS. A Participant may elect to reduce his
Compensation by an amount of up to eighty percent (80%) of his Salary and up to
eighty percent (80%) of his Bonus provided, however, that the aggregate amount
by which a Participant may elect to reduce his Compensation under this
subparagraph (i) of Paragraph A of Section Seven of the Plan shall not cause
such Participant's Compensation to be reduced below the amount necessary to
satisfy the following obligations:

         (a) Applicable employment taxes (e.g. FICA/Medicare) on amounts of
Compensation which have been deferred;

         (b) Any Federal or state tax withholding requirements relating to any
employee benefit plan and

         (C) Any Federal or state tax withholding requirements relating to any
taxable remuneration payable to the Participant.

      Such contributions shall be made through regular payroll deductions by
notifying the Administrative Committee, no later than the November 15 of the
year preceding the Plan Year for which such election is intended to become
effective pursuant to such notification procedures as the Administrative
Committee may establish, from time to time. In addition, any and all of the
dates referenced in the preceding sentence may be modified by the Administrative
Committee at any time and from time to time. Effective as of October 22, 2001, a
Participant may elect to increase, but not decrease, the percentage of his
Salary which is covered under a Deferral Contribution Election by notifying the
Administrative Committee no less than thirty days prior to the first day of the
payroll period with respect to which such increased percentage is to be applied.
A Participant may make separate elections with respect to his Salary and his
Bonus. However, no election may be made with respect to a Bonus subsequent to
November 15 of the Plan Year preceding the Plan Year for which the Bonus would
otherwise be paid. The most recent election shall remain in effect for the
entire Plan Year unless increased (in the case of an election to defer Salary)
in accordance with the provisions of this subparagraph (i) of this Paragraph A
or until suspended or revoked pursuant to this subparagraph (ii) of this
Paragraph A and, unless revoked, shall remain in effect for subsequent Plan
Years unless a new election is made for any such subsequent Plan Year.

      (ii) SUSPENSION OF DEDUCTIONS. A Participant may not elect to suspend any
Deferral Contributions which relate to an eligible Bonus which is subject to any
existing deferral election. A Participant may, however, elect to suspend his
Deferral Contributions which relate to his Salary for a Plan Year within such
Plan Year by notifying the Administrative Committee no later than thirty (30)
days prior to the first applicable payroll period as of which such election is
intended to become effective, pursuant to such notification procedures as the
Administrative Committee may establish, from time to time. Any such suspension
shall remain in effect for the remainder of the Plan Year in which such
suspension election is made and the Participant will be further suspended from
making any new Deferral Contributions with respect to his Salary during the
following Plan Year. During such period of suspension, the Deferral
Contributions of such Participant relating to Salary shall be suspended. A
Participant may not make up suspended Deferral Contributions. The Deferral
Contributions of a Participant shall be suspended automatically for any payroll
period in which such Participant does not receive any Compensation.

         (iii) METHOD OF ALLOCATING DEFERRAL CONTRIBUTIONS. Each Participant who
elected to reduce his Compensation during a Plan Year pursuant to the provisions
of this Paragraph A shall receive an allocation of Deferral Contributions to his
Deferral Contribution Account for such Plan Year equal to the amount by which he
elected to reduce and has in fact reduced his Compensation for such Plan Year
pursuant to the provisions of this Paragraph A. Such allocations shall be
credited to the Participant's Deferral Contribution Account and made to the
Trust as soon as practicable but in no event more than 30 days after they are
deducted from Participant's Salary or Bonus.

      B. BASIC MATCH CONTRIBUTIONS.

         (i) Each Plan Year, each Participant shall receive an allocation to his
Basic Match Contribution Account for such Plan Year in an amount such that when
added to his Incremental Match Contribution under paragraph C of this Section
Seven shall equal fifty percent (50%) of the amount of Deferral Contributions
allocated to such Participant under Paragraph A above for such Plan Year. The
aggregate amount of the Basic Match Contributions which may be allocated to each
Participant's Basic Match Contribution Account for such Plan Year under this
Plan shall not exceed six percent (6%) of his Compensation reduced by six
percent (6%) of such amount of his Salary as does not exceed the dollar
limitation then in effect under Section 401(a)(17) of the Internal Revenue Code
(which reduction amount is a 'deemed contribution' made on behalf of such
Participant under any Savings Plan). In no event will such a 'deemed
contribution' exceed the annual limit on elective deferrals then in effect under
Section 402(g) of the Internal Revenue Code.

         (ii) The Basic Match Contribution shall be credited to the
Participant's Basic Match Contribution Account and made to the Trust throughout
the Plan Year at the same time as the Participant's Deferral Contributions, to
which such Basic Match Contributions relate, are made to the Trust.

         (iii) The Basic Match Contribution Account shall be subject to the
vesting schedule set forth in Paragraph A(iii) of Section Eleven.

      C. INCREMENTAL MATCH CONTRIBUTIONS.

         (i) Each Plan Year, each Eligible Participant whose Index Date has
occurred during such Plan Year or during a prior Plan Year shall receive an
allocation to his Incremental Match Contribution Account for such Plan Year in
an amount such that when added to his Basic Match Contribution under paragraph B
of this Section Seven shall equal fifty percent (50%) of the amount of Deferral
Contributions allocated to such Eligible Participant under Paragraph A above for
such Plan Year. Notwithstanding the above, the aggregate amount of Incremental
Match Contributions which may be allocated to an Eligible Participant's
Incremental Match Contribution Account with respect to a Plan Year may not
exceed the multiple of (a) one percent (1%) of the Eligible Participant's
Compensation for such Plan Year, times (b) the number of the Eligible
Participant's Incremental Years as of the last day of the current Plan Year.

         (ii) As a further limitation to the amount of an Eligible Participant's
Basic and Incremental Match Contributions, the sum of the Basic Match
Contributions and the Incremental Match Contributions with respect to any Plan
Year may not exceed the lesser of (i) Fifty Thousand Dollars ($50,000) or (ii)
Fifteen Percent (15%) of the Eligible Participant's Compensation with respect to
such Plan Year.


      If the application of these limitations would otherwise result in the
reduction of the Incremental Match Contributions to an amount less than zero,
such excess reduction shall instead be applied to reduce the Participant's Basic
Match Contributions.

      (iii) The Incremental Match Contributions with respect to a Plan Year
shall be credited to the Eligible Participant's Incremental Match Contribution
Account and made to the Trust as soon as practicable after the end of such Plan
Year.

      (iv) The Incremental Match Contribution Account shall be subject to the
vesting schedule set forth in Paragraph A (iv) of Section Eleven.

      D. SAVINGS PLAN RESTORATION MATCH CONTRIBUTIONS.

      (i) Each Plan Year, each Eligible Participant whose Salary for such Plan
Year is less than the dollar limitation on compensation set forth under Section
401(a)(17) of the Internal Revenue Code but only after taking into account the
Eligible Participant's Deferral Contributions with respect to Salary pursuant to
Paragraph A of this Section 7, shall receive an allocation to his Savings Plan
Restoration Match Contribution Account for such Plan Year in an amount equal to
six percent (6%) of the positive difference, if any, between the amount of his
Salary which does not exceed the dollar limitation then in effect under Section
401(a)(17) of the Internal Revenue Code and his Salary after reduction by the
amount of his Deferral Contributions with respect to Salary pursuant to
Paragraph A of this Section Seven.

      (ii) The Savings Plan Restoration Match Contribution Account shall be
credited to the Eligible Participant's Savings Plan Restoration Account and made
to the Trust as soon as practicable after the end of such Plan Year.

      (iii) The Savings Plan Restoration Match Contribution Account shall be
subject to the vesting schedule set forth in Paragraph A(v) of Section Eleven.

      E. DEEMED PARTICIPATION MATCH CONTRIBUTION. On the Effective Date, each
Eligible Participant whose Index Date occurred prior to the Effective Date and
who elects to make a Deferral Contribution for the Plan Year 2000 will receive a
ledger account credit for a constructive Deemed Participation Match Contribution
with respect to each Plan Year occurring between such Eligible Participant's
Index Date and the Effective Date computed as follows:

      (i) A determination will be made of the amount of the Basic Match
Contributions and the Incremental Match Contributions which would have been
allocated to such Eligible Participant's Accounts with respect to each Plan Year
had the Plan been in effect during such Plan Year and had the individual elected
the maximum amount of permissible Deferral Contributions with respect to such
Plan Year based on the Eligible Participant's annualized Salary and target Bonus
in effect on December 1, 1999. Such determination will include all limitations
set forth above in connection with the amount of the Basic Match Contributions
and Incremental Match Contributions.

      (ii) The above amount will be reduced by an amount equal to the actuarial
equivalent computed lump-sum value of the annual accrued benefit which the
individual has earned as of the time of the computation of such ledger credit
under the terms of any defined benefit retirement- type plan (whether
tax-qualified or nonqualified) maintained by any Participating Company. Such
computation shall be made by the Administrative Committee

utilizing such reasonable methodology as it may develop from time to time in its
discretion.

      (iii) The above-referenced amount will be considered earned over a fifteen
(15) year period in equal portions and each portion will be deemed to accrue on
each of the first fifteen (15) anniversaries of the Eligible Participant's date
of hire by the Sponsoring Company or any Affiliated Company beginning with the
Plan Year in which the Eligible Participant was first hired by the Sponsoring
Company or any Affiliated Company. For the portions of the Deemed Participation
Match Contribution which are deemed to have accrued in years prior to the
Effective Date, all such portions shall be deemed to have accrued in a lump-sum
on the Effective Date without interest. After the Effective Date, the remaining
portions of the Deemed Participation Match Contribution, if any, shall be earned
as of successive anniversaries of the Eligible Participant's date of hire
throughout the remainder of such fifteen (15)-year period in equal annual
amounts computed as periodic payments, discounted at at 10% per annum, and such
amounts, as earned, shall be credited to the ledger account on December 31 of
each such year.

      (iv) The accrued balance in the Eligible Participant's ledger account
shall be credited with interest on December 31 of each year at a rate to be
determined prospectively and published by the Administrative Committee, in its
discretion.

      (v) The Deemed Match Contribution shall not actually be made to the Trust
but the cumulative amount credited to the Deemed Participation Match
Contribution ledger account shall instead be paid directly to the Eligible
Participant in a lump sum by the applicable Participating Company if the
Eligible Participant terminates employment after attaining his Retirement Date
and after having become vested in accordance with Paragraph A(vi) of Section
Eleven.

      (vi) The entitlement of the Eligible Participant to the Deemed
Participation Match Contribution shall be subject to the vesting schedule set
forth in Paragraph A(vi) of Section Eleven.

      F. PROSPECTIVE EXCLUSION. From time to time, the Administrative Committee
may, in its sole discretion, determine that the inclusion of an Employee in the
Plan jeopardizes the ability of the Plan to continue to satisfy the requirements
under Section 201(2) of ERISA. In such an instance, the Administrative Committee
may direct the immediate distribution to such Employee of any vested amount in
his Company Contribution Accounts and Deferral Contribution Account.

                                  SECTION EIGHT

                               DISABILITY BENEFITS

      A. DISABILITY RETIREMENT BENEFITS. If a Participant's employment
terminates by reason of Total and Permanent Disability while in the employ of
the Sponsoring Company or an Affiliated Company, his Company Contribution
Accounts shall fully vest (except for his Deemed Participation Match
Contribution Account which will only be paid if the Participant has terminated
employment after satisfying the conditions described in Section Eleven A(vi)),
and he shall be entitled to receive benefits equal to the total amount in his
Accounts in the Plan (except for his Deemed Participation Match Contribution
Account which will only be paid if the Participant has terminated employment
after satisfying the conditions described in Section Eleven A(vi)), as
determined in accordance with the provisions of Paragraph A

of Section Twelve hereof. Such benefits shall be paid at the time and in the
manner specified in Section Twelve of the Plan.

      B. DETERMINATION OF DISABILITY. The Administrative Committee shall
determine whether a Participant has suffered a Total and Permanent Disability
and its determination in that respect shall be binding upon the Participant. In
making its determination, the Administrative Committee may (i) require the
Participant to submit to medical examinations by doctors selected by the
Administrative Committee or (ii) rely upon a determination that the Participant
is entitled to disability benefits payable under Title II of the Social Security
Act, 42 U.S.C. 301 et. seq., or similar subsequent section, as evidenced by a
certificate of Social Security Insurance Award. The provisions of this Section
Eight shall be uniformly and consistently applied to all Participants.

                                  SECTION NINE

                               RETIREMENT BENEFITS

      If a Participant is employed by the Sponsoring Company or an Affiliated
Company on his Retirement Date, his Company Contribution Accounts shall fully
vest at that time (except for his Deemed Participation Match Contribution
Account which will only be paid if the Participant terminates employment after
satisfying the conditions described in Section Eleven A(vi)). If the Participant
continues in a Participating Company's employ after his Retirement Date, he
shall continue to be eligible to reduce his Compensation under the Plan and to
share in the allocations of Company Contributions under the Plan until his
actual retirement. Upon retirement on or after attaining his Retirement Date, a
Participant shall be entitled to receive benefits equal to the total amount in
his Accounts in the Plan (except for his Deemed Participation Match Contribution
Account which will only be paid if the Participant terminates employment after
satisfying the conditions described in Section Eleven A(vi)) as determined in
accordance with the provisions of Paragraph A of Section Twelve hereof. Such
benefits shall be paid at the time and in the manner specified in Section Twelve
of the Plan.

                                  SECTION TEN

                                 DEATH BENEFITS

      A. DEATH BENEFITS. Upon the death of a Participant who is employed by the
Sponsoring Company or an Affiliated Company at the time of his death, such
deceased Participant's Company Contribution Accounts shall fully vest, (except
for his Deemed Participation Match Contribution Account which will only be paid
if the Participant dies after having satisfied the conditions described in
Section Eleven A(vi)) and his Beneficiary shall be entitled to receive benefits
equal to the total amount in the deceased Participant's Accounts in the Plan
(except for his Deemed Participation Match Contribution Account which will only
be paid if the Participant dies after having satisfied the conditions described
in Section Eleven A(vi)) as determined in accordance with the provisions of
Paragraph A of Section Twelve hereof. Upon the death of a Participant who is not
employed by the Sponsoring Company or an Affiliated Company at the time of his
death, such deceased Participant's Beneficiary shall be entitled to receive
benefits equal to the vested amount in the deceased Participant's Accounts in
the Plan as determined in accordance with the provisions of Paragraph A of
Section Eleven. In either

event, such benefits shall be paid at the time and in the manner specified in
Section Twelve of the Plan.

      B. DESIGNATION OF BENEFICIARIES. Each Participant may designate one or
more Beneficiaries and contingent Beneficiaries by delivering a written
designation thereof over his signature to the Administrative Committee. A
Participant may designate different Beneficiaries at any time by delivering a
new written designation over his signature to the Administrative Committee. Any
such designation shall become effective only upon its receipt by the
Administrative Committee. The last effective designation received by the
Administrative Committee shall supersede all prior designations. A designation
of a Beneficiary shall be effective only if the designated Beneficiary survives
the Participant.

      C. FAILURE OF PARTICIPANT TO DESIGNATE. If a Participant fails to
designate a Beneficiary, or if no designated Beneficiary survives the
Participant, the Participant shall be deemed to have designated the
Beneficiaries then in effect under the Group Term Life Insurance Plan of the
Sponsoring Company or an Affiliated Company, or, in the absence of any such
valid designation, his estate.

      D. BENEFICIARIES' RIGHTS. Whenever the rights of a Participant are stated
or limited in the Plan, his Beneficiaries shall be bound thereby.

                                 SECTION ELEVEN

                         EMPLOYMENT TERMINATION BENEFITS

      A. VESTING RULES.

      (i) VESTING OF DEFERRAL CONTRIBUTION ACCOUNT. A Participant is always
vested one hundred percent (100%) in his Deferral Contribution Account.

      (ii) VESTING IN COMPANY CONTRIBUTION ACCOUNTS IN SPECIAL CASES. In the
event of the termination of employment of a Participant due to death, incurrence
of Total and Permanent Disability or after attainment of his Retirement Date or
a Change in Control, such Participant shall be entitled to receive one hundred
percent (100%) of the amount in his Company Contribution Accounts (other than
the Deemed Participation Match Contribution Account which will only be payable
if the Participant terminates employment after having satisfied the conditions
described in Section Eleven A(vi)).

      (iii) VESTING OF BASIC MATCH CONTRIBUTION ACCOUNT. In the event that the
Participant terminates employment for reasons or under circumstances other than
those set forth in subparagraph (ii) above, the vested status of the
Participant's Basic Match Contribution Account will be based upon a five-year
vesting schedule wherein 20% of the balance of the Account will become vested
for each Year of Service commencing with the Participant's initial date of hire
with the Sponsoring Company or an Affiliated Company.

      (iv) VESTING OF INCREMENTAL MATCH CONTRIBUTION ACCOUNT. In the event that
the Participant terminates employment for reasons or under circumstances other
than those set forth in subparagraph (ii) above, the vested status of the
Participant's Incremental Match Contribution Account will be based upon a
schedule wherein 10% of the balance of the Account will become vested for each
Year of Service commencing with the later of (i) the Participant's initial date
of hire with the Sponsoring Company or an Affiliated Company or (ii) the
Participant's Index Date.

      (v) VESTING OF SAVINGS PLAN RESTORATION MATCH CONTRIBUTION ACCOUNT. In the
event the Participant terminates employment for reasons or under circumstances
other than those set forth in subparagraph (ii) above, the vested status of
Participant's Savings Plan Restoration Match Contribution Account will be based
upon a five-year vesting schedule wherein 20% of the balance of the Account will
become vested for each Year of Service commencing with the Participant's initial
date of hire with the Sponsoring Company or an Affiliated Company.

      (vi) VESTING OF DEEMED PARTICIPATION MATCH CONTRIBUTION ACCOUNT. A
Participant will become vested in his Deemed Participation Match Contribution
ledger account on the later of (i) his attainment of his Retirement Date or (ii)
the fifth (5th) anniversary of the date of such Participant's initial
participation in the Plan. If the Participant terminates employment for any
reason prior to such Retirement Date or prior to such fifth (5th) anniversary,
the individual will have no entitlement to receive any payments with respect to
his Deemed Participation Match Contribution.

      (vii) TERMINATION FOR CAUSE. Notwithstanding the above, in the event a
Participant's employment is terminated "for cause" other than a termination
which occurs subsequent to a Change in Control, the Participant will not be
entitled to receive any payments from the Plan other than a payment relating to
his Deferral Contribution Account. For these purposes, the term "for cause"
shall mean any of the following in the judgement of the Administrative
Committee:

         (a) any type of disloyalty to the Company, including, without
limitation, fraud, embezzlement, theft, or dishonesty in the course of a
Participant's employment or business relationship with the Company; or

         (b) conviction of a felony or other crime involving a breach of trust
or fiduciary duty owed to the Company; or

         (c) unauthorized disclosure of trade secrets or confidential
information of the Company; or

         (d) a material breach of any agreement with the Company in respect of
confidentiality, non-disclosure, non-competition or otherwise; or

         (e) any serious violation of Company policy that is materially damaging
to the Company's interests.

      B. COUNTING YEARS OF SERVICE. For purposes of this Section Eleven, all
Years of Service (whether or not continuous) shall be taken into account.

      C. FORFEITURE OF NON-VESTED AMOUNT. The excess of (i) the amount in the
Company Contribution Accounts of a Participant whose termination of employment
has occurred, over (ii) the vested amount in such Company Contribution Accounts
as determined in accordance with the vesting schedules set forth in Paragraph A
of this Section Eleven (such difference being referred to herein as the
"Non-Vested Amount") shall be forfeited upon the earlier of (i) the
Participant's receipt of a distribution of his total vested Accounts under the
Plan or (ii) the second (2nd) anniversary following his termination of
employment.

                                 SECTION TWELVE

                               PAYMENT OF BENEFITS

         A. GENERAL. The Administrative Committee shall distribute the benefits
payable to a Participant (or, if applicable, his Beneficiary), pursuant to
Paragraph B of this Section Twelve upon such Participant's termination of
employment. The amount of such distribution shall be equal to the vested balance
(as provided in Paragraph A of Section Eleven) in such Participant's Accounts as
of the Valuation Date coincident with or immediately preceding the date on which
the distribution is made, supplemented, where applicable, by an amount
representing any amounts withheld from such Participant's Compensation under
Paragraph A of Section Seven subsequent to such Valuation Date.

         B. DISTRIBUTION OF BENEFITS. Upon a Participant's death or his
termination of employment on or after a Change in Control, the Participating
Company which employed such Participant at such time shall pay such Participant
(or, if applicable, his Beneficiary) the benefits payable to him under Paragraph
A of this Section Twelve in one lump sum payment as soon as administratively
practicable after such event. In the event of a Total and Permanent Disability,
such lump-sum payment will be made at the earliest of (i) recovery from the
disability, (ii) death or (iii) attainment of age sixty-five (65).

         In the event of a termination of employment prior to January 1, 2001
for reasons other than death, Change of Control or Total and Permanent
Disability, such lump-sum payment will be made in the month of January following
the Plan Year in which such termination of employment takes place. In the event
of a termination of employment on or after January 1, 2001, for any reason other
than death, Change of Control or Total and Permanent Disability, such lump-sum
payment shall be made as soon as administratively practicable after such event.
However, if at least one (1) year prior to his termination of employment for any
reason other than a Change of Control or Total and Permanent Disability, the
Participant made an irrevocable election in the manner specified by the
Administrative Committee or its delegate to receive his benefits under the Plan
which are attributable to Deferral Contributions, Basic Match Contributions and
Incremental Match Contributions with respect to one or more designated Plan
Years in the form of installment payments and such Participant had attained age
forty-five (45) prior to his termination of employment, such distribution shall
instead be made in the form of annual installment payments. The first payment
shall be made as soon as administratively practicable after such termination of
employment and subsequent payments shall be made in the month of February of
each subsequent Plan Year.

         If a Participant elects distribution in the form of annual installment
payments, he shall further designate the period of time (either five (5) years
or ten (10) years) over which the installment payments are to be made. However,
if the Participant's Accounts have an aggregate balance of less than Fifty
Thousand Dollars ($50,000) at the time any payment is to be made, the full
remaining vested balance in the Accounts will be paid to the Participant in a
single lump sum distribution. During the period such installment payments are
being made, the remaining balances in the Participant's vested Accounts shall
continue to be invested at the direction of the Participant and credited with
earnings or losses in accordance with the provisions of Section Six of the Plan.
If a Participant incurs a Total and Permanent Disability after having commenced
receipt of benefits in installment form, payment of future installments shall be
suspended until the earlier of (i) recovery from the disability or (ii)
attainment of age sixty-five (65) at which time all suspended payments shall be
made in a lump sum.

         If a Participant dies after having made an election to receive his
distribution in the form of installment payments but before the receipt of

all of the installment payments payable thereunder, the remaining installment
payments shall be paid to his Beneficiary for the remaining duration of the
elected installment period unless the Beneficiary requests payment in a lump-sum
and the Administrative Committee, in its sole discretion, grants such request.

         If a Participant dies after having elected to receive his distribution
in the form of installment payments but prior to receipt of any installment
payments payable thereunder, the benefits payable under Paragraph A of this
Section Twelve to such Participant's Beneficiary shall be paid in one lump sum
payment as soon as administratively feasible following such Participant's death.

         The computation of the amount of any lump sum payment or the amount of
any installment payment shall be made by reference to the balances of the
Participant's vested Accounts as of the date of the distribution. A
Participating Company making any distribution hereunder shall withhold from the
distribution any applicable payroll taxes or required income taxes.

         C. IN-SERVICE WITHDRAWAL. A Participant may elect to receive a
distribution from the Plan while still employed by the Sponsoring Company or an
Affiliated Company from the individual's Deferral Contribution Account, vested
Basic Match Contribution Account or vested Incremental Match Contribution
Account. Any such in-service distribution must be made pursuant to an election
initially made prior to the Plan Year of the deferral to which the Deferral
Contribution or Matching Contributions relate. The distribution must be
scheduled to commence no less than two years after the end of the Plan Year in
which such Deferral Contributions and/or Matching Contributions are made. A
separate distribution election can be made each Plan Year with respect to all
but not less than all of the combination of all Deferral Contributions, Basic
Match Contributions and Incremental Match Contributions relating to such Plan
Year.

         The form and timing of the distribution of an in-service withdrawal for
any Plan Year may be amended or postponed one time only by giving the
Administrative Committee or its delegate written notice of such modified
distribution date no less than one year prior to the originally elected
distribution date. Any such deferred distribution must take place at least two
Plan Years after the originally scheduled distribution date.

         Any distribution which is requested in the form of a lump- sum
distribution will be paid in the month of January of the year specified in the
election form. Alternatively, an in-service withdrawal can be paid in annual
installments over a two, three, four or five year period as specified in the
election form. The amount of the annual installment payment will be determined
by dividing the identified vested account balance components by the remaining
installments immediately prior to the payment.

         In the event that the remaining amounts to be distributed in connection
with the installment form have an aggregate balance of less than $25,000 at the
time any payment is to be made, the full remaining amounts scheduled to be
distributed to the Participant from the Accounts will be paid to the Participant
in a single lump sum distribution. Scheduled annual installment payments will
commence in the January of the year specified in the election form.

         If a Participant terminates employment due to death, a Change of
Control or Total and Permanent Disability prior to the scheduled withdrawal
date, that portion of the Participant's Accounts which were scheduled to be

paid in the form of an in-service distribution will instead be paid in
accordance with the applicable provisions of Paragraph B above.

         If a Participant terminates employment for any reason other than death,
a Change of Control or Total and Permanent Disability prior to the scheduled
withdrawal date, that portion of the Participant's Accounts which were scheduled
to be paid in the form of an in-service distribution will instead be paid in
January of the Plan Year following the termination of employment in the form and
in the manner previously elected by the Participant.

         D. HARDSHIP WITHDRAWALS. A Participant may request the Administrative
Committee to allow a hardship withdrawal from the Plan in the event of an
unforeseeable severe financial emergency. For these purposes, an unforeseeable
severe financial emergency must be a financial need arising from:

            (i) The illness or accident of a Participant or a dependent of the
Participant;

            (ii) A significant loss of the Participant's property due to
casualty; or

            (iii) Any similar circumstances involving an immediate financial
need which arises out of events beyond the control of the participant and which
may not be relieved through other available resources of the Participant. The
Administrative Committee can grant or deny a Participant's request for a
hardship withdrawal in its sole discretion and need not be consistent with
respect to similarly situated requests.

         E. BENEFITS OF PERSONS WHO CANNOT BE LOCATED. If the Administrative
Committee determines in good faith that a Participant or Beneficiary entitled to
receive a benefit payment hereunder cannot be located, the Administrative
Committee shall nevertheless give written notice to such person of the fact that
such benefit payment is payable to him under the Plan. Such written notice shall
be given by United States mail to the person entitled to the benefit payment
(according to the records of the Plan) at the last known address of such person.
In addition, the Administrative Committee shall use such other means as are
reasonably available to it in order to ascertain the location of such person. If
such Participant or Beneficiary makes no claim for such benefit payment before
the earlier of (i) a period of two (2) years after the giving of such written
notice or (ii) the termination of the Plan, then the Administrative Committee
shall declare a forfeiture of the benefits otherwise payable to such person,
provided such person has not yet been located.

         F. DISTRIBUTION FOR MINOR BENEFICIARY. In the event a distribution is
to be made to a minor, then the Administrative Committee may, in its sole
discretion, direct that such distribution be paid to the legal guardian, or if
none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian or parent of a minor Beneficiary shall fully discharge the
Participating Company and Plan from further liability on account thereof.

                                SECTION THIRTEEN

                            BENEFIT CLAIMS PROCEDURE

         A. CLAIMS FOR BENEFITS. Any claim for benefits under the Plan shall be
made in writing to the Administrative Committee. If such claim for benefits is
wholly or partially denied, the Administrative Committee shall, within ninety
(90) days after receipt of the claim, notify the Participant or Beneficiary of
the denial of the claim. Such notice of denial shall (i) be in writing, (ii) be
written in a manner calculated to be understood by the Participant or
Beneficiary, and (iii) contain (a) the specific reason or reasons for denial of
the claim, (b) a specific reference to the pertinent Plan provisions upon which
the denial is based, (c) a description of any additional material or information
necessary to perfect the claim, along with an explanation of why such material
or information is necessary, and (d) an explanation of the claim review
procedure as set forth in this Section Thirteen.

         B. REQUEST FOR REVIEW OF DENIAL. Within sixty (60) days after the
receipt by a Participant or Beneficiary of a written notice of denial of the
claim, or such later time as shall be deemed reasonable taking into account the
nature of the benefit subject to the claim and any other attendant
circumstances, the Participant or Beneficiary may file a written request with
the Administrative Committee that it conduct a full and fair review of the
denial of the claim for benefits.

         C. DECISION ON REVIEW OF DENIAL. The Administrative Committee shall
deliver to the Participant or Beneficiary a written decision on the claim within
sixty (60) days after the receipt of the aforesaid request for review. Such
decision shall (i) be written in a manner calculated to be understood by the
Participant or Beneficiary, (ii) include the specific reason or reasons for the
decision, and (iii) contain a specific reference to the pertinent Plan
provisions upon which the decision is based.

                                SECTION FOURTEEN

                           INALIENABILITY OF BENEFITS

         The right of any Participant or Beneficiary to any benefit or payment
under the Plan shall not be subject to voluntary or involuntary transfer,
alienation, or assignment, and, to the fullest extent permitted by law, shall
not be subject to attachment, execution, garnishment, sequestration, or other
legal or equitable process. In the event a Participant or Beneficiary who is
receiving or is entitled to receive benefits under the Plan attempts to assign,
transfer or dispose of such right, or if an attempt is made to subject said
right to such process, such assignment, transfer or disposition shall be null
and void.

                                 SECTION FIFTEEN

                             AMENDMENT OF THE PLAN

         The Sponsoring Company may amend the Plan at any time, and from time to
time, with respect to both Participants who are employed by the Sponsoring
Company and Participants who are employed by any Participating Company, pursuant
to written resolutions of the Board of Directors of the Sponsoring Company or,
to the extent it has delegated such authority, pursuant to written resolutions
of the Administrative Committee. No such amendment, however, shall have the
effect of reducing any then nonforfeitable percentage of benefits of any
Participant as computed in accordance with the vesting schedule under Paragraph
A of Section Eleven of the Plan. Notwithstanding the foregoing provisions of
this Plan, the Sponsoring Company may provide for distribution of some or all of
the Accounts established in connection with

the Plan if legal counsel for the Sponsoring Company renders a written opinion
that such distribution is required to enable the Plan to qualify for exemption
from the requirements of Parts 2-4 of Title I of ERISA or as otherwise required
by applicable law.

                                 SECTION SIXTEEN

                             PERMANENCY OF THE PLAN

         The Sponsoring Company reserves the right to terminate the Plan with
respect to any and all the Participating Companies.

         If the Board of Directors of the Sponsoring Company determines to
terminate the Plan completely with respect to any or all Participating
Companies, the Plan shall be terminated with respect to such Participating
Company as of the date specified in resolutions of such Board of Directors of
the Sponsoring Company delivered to the Administrative Committee. Upon such
termination or partial termination of the Plan, after payment of all expenses
and proportional adjustment of the Accounts of the Participants affected by such
termination to reflect expenses, profits or losses, and allocations of any
previously unallocated amounts to the date of termination, the Participants
affected by such termination shall be entitled to receive the vested amounts
then credited to their respective Accounts in the Plan. The Administrative
Committee shall make payment of such amounts in cash.

         Upon the termination or partial termination of the Plan, the right of
each Participant affected by such termination to the vested amount credited to
his Accounts at such time shall be nonforfeitable without reference to any
formal action on the part of the Administrative Committee or the Participating
Company employing such Participant.

                                SECTION SEVENTEEN

                         STATUS OF EMPLOYMENT RELATIONS

         The adoption and maintenance of the Plan shall not be deemed to
constitute a contract between any Participating Company and its Employees or to
be consideration for, or an inducement or condition of, the employment of any
person. Nothing herein contained shall be deemed (i) to give to any Employee the
right to be retained in the employ of a Participating Company; (ii) to affect
the right of a Participating Company to discipline or discharge any Employee at
any time; (iii) to give a Participating Company the right to require any
Employee to remain in its employ; (iv) to affect any Employee's right to
terminate his employment at any time; or (v) to confer the right to receive any
Compensation in any form.

                                SECTION EIGHTEEN

                                     FUNDING

         No assets of the Participating Companies shall be set aside, earmarked
or placed in trust or escrow for the benefit of any Participant to fund any
obligation of any Participating Company which may exist under this Plan;
provided, however, that the Sponsoring Company shall establish a grantor trust
designated as the "Chiquita Brands International, Inc. Capital Accumulation Plan
Trust" to hold assets to secure the obligations to the Participants under this
Plan (except for Deemed Participation Match Contribution) provided that neither
the establishment nor the maintenance of the Trust results in the Plan being
"funded" for purposes of the Internal Revenue Code. Except to the extent
provided through the Trust, all payments

to a Participant or Beneficiary under this Plan shall be made out of the general
revenue of the Sponsoring Company or the Participating Company which employed
the Participant to which such benefits were attributable, and the right to such
payments by the Participant or Beneficiary shall be solely that of an unsecured
general creditor of the Sponsoring Company and the relevant Participating
Company. If the Sponsoring Company or other Participating Company makes a direct
payment of a benefit to a Participant or Beneficiary, it shall be entitled to
reimbursement for such amount from the Trust.

                                SECTION NINETEEN

                                 APPLICABLE LAW

         The Plan shall be construed, regulated, interpreted and administered
under and in accordance with the laws of the State of Ohio, to the extent not
preempted by ERISA.

                                 SECTION TWENTY

                    ADOPTION OF PLAN BY AFFILIATED COMPANIES

         Any Affiliated Company, whether or not presently existing, may be
designated by the Administrative Committee of the Sponsoring Company as a
Participating Company under this Plan and a party to any trust established in
connection with the Plan. Any such Affiliated Company which is deemed to have
adopted the Plan pursuant to action taken by the Administrative Committee of the
Sponsoring Company as provided above shall thereafter be included within the
meaning of the term "Participating Company" when used in the Plan.