10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

xAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Fiscal Year Ended December 31, 2002 or

oTransition 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
(State or other jurisdiction
of incorporation or organization)
04-1923360
(I.R.S. Employer Identification No.)

250 East Fifth Street, Cincinnati, Ohio
(Address of Principal Executive Offices)
45202
(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
Common Stock, par value $.01 per share Warrants to Subscribe for Common Stock 10.56% Senior Notes due March 15, 2009	New York New York New York

Securities registered pursuant to Section 12(g) of the Act:None

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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

The aggregate market value of Common Stock held by non-affiliates at June 28, 2002, the last business day of the registrant’s most recently completed second quarter, was approximately $713 million.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 o

As of March 15, 2003, 39,864,971 shares of Common Stock were outstanding.

Documents Incorporated by Reference

Portions of the Chiquita Brands International, Inc. 2002 Annual Report to Shareholders are incorporated by reference in Parts I and II. Portions of the Proxy Statement for the 2003 Annual Meeting of Shareholders are incorporated by reference in Part III.

CHIQUITA BRANDS INTERNATIONAL, INC.

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	1
Item 2.	Properties	10
Item 3.	Legal Proceedings	11
Item 4.	Submission of Matters to a Vote of Security Holders	12
Part II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters	13
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Part III
Item 10.	Directors and Executive Officers of the Registrant	15
Item 11.	Executive Compensation	16
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 13.	Certain Relationships and Related Transactions	16
Item 14.	Controls and Procedures	16
Part IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	17

Signatures	18
Certifications	20

This Annual Report on Form 10-K contains certain information that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current views and estimates of future economic circumstances, industry conditions and Company performance. They 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 EU 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, the Company’s ability to realize its announced cost reduction goals 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.

PART I

ITEM 1 -BUSINESS

GENERAL

Chiquita Brands International, Inc. (“CBII”) and its subsidiaries (collectively, “Chiquita” or the “Company”) operate in two business segments. In its Fresh Produce segment, the Company operates as a leading international marketer, producer and distributor of quality fresh fruits and vegetables sold under the “Chiquita” and other brand names. The Company’s Processed Foods segment consists of the production, distribution and marketing of private-label and branded canned vegetables, processed bananas and edible-oil based consumer products. In March 2003, the Company entered into a definitive agreement to sell its private-label and branded canned vegetable operations, which comprise over 90% of Processed Foods net sales (see Processed Foods below for more information regarding the transaction).

No individual customer has accounted for more than 10% of the Company’s consolidated net sales during any of the last three years. Financial information by business segment and geographic area for the last three years is set forth in Note 16 to the Consolidated Financial Statements included in Exhibit 13.

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 (the “Plan” or “Plan of Reorganization”) became effective. Pursuant to the Plan, $861 million of previously outstanding public debt securities and $102 million of accrued and unpaid interest thereon were exchanged for $250 million of 10.56% Senior Notes due 2009 (“New Notes”) and 95.5% (38.2 million shares) of newly issued common stock (“New Common Stock”) in a reorganized CBII. Previously outstanding preferred, preference and common stock (including accrued but unpaid dividends on the preferred and preference stock) was exchanged for 2% (0.8 million shares) of the New Common Stock as well as 7-year warrants, exercisable at $19.23 per share, to purchase up to 13.3 million additional shares of New Common Stock. In addition, as part of a management incentive program, certain executives were granted rights to receive 2.5% (1 million shares) of the New Common Stock. Consequently, upon emergence from the Chapter 11 proceedings, the majority of the Company’s stockholders were former holders of its debt securities, and the equity ownership of its former stockholders had been substantially diluted.

CBII’s general unsecured creditors (other than the holders of the previously outstanding public debt securities) were not affected by the Chapter 11 bankruptcy proceedings. None of CBII’s subsidiaries was a party to the Chapter 11 proceedings. Subsidiaries were able to meet their obligations with their own cash flow and credit facilities, and accordingly, continued to operate normally and without interruption during the Chapter 11 proceedings.

The Company has reduced debt from $654 million upon emergence from Chapter 11 reorganization in March 2002 to $517 million at December 31, 2002. The reduction in debt resulted from operating cash flow, which was $51 million for the nine months ended December 31, 2002, and the sale of assets. During 2002, the Company sold assets for $99 million, including $54 million from the sale of five ships and $45 million from the sale of the Castellini group of companies. The sale price for Castellini consisted of $21 million in cash plus debt assumed by the buyer.

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For further discussion of the parent company debt restructuring and factors affecting Chiquita’s results of operations, liquidity and financial condition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 to the Consolidated Financial Statements included in Exhibit 13. Factors that may cause fluctuations in operating results are also discussed below.

Fresh Produce

The Company sources, distributes and markets an extensive line of fresh fruits and vegetables sold under the “Chiquita” and other brand names. Chiquita’s fresh fruits and vegetables include bananas, berries, citrus, grapes, melons, mushrooms, stone fruit, tomatoes and a wide variety of other fresh produce. Fresh Produce sales amounted to approximately 75% of consolidated net sales in each of the last three years. In 2002, approximately 60% of Fresh Produce sales were in Europe and other international markets and the remainder were in North America. Sales of bananas, as a percent of Fresh Produce net sales, amounted to 87% in 2002, 86% in 2001 and 82% in 2000.

Chiquita believes it derives competitive benefits in the sourcing, distribution and marketing of fresh produce through its:

•powerful brand;

•superior customer service and category management;

•strong market positions in North America and Europe, its principal markets;

•social and environmental responsibility;

•modern, cost-efficient transportation system;

•number and geographic diversity of major sources of bananas;

•state-of-the-art banana ripening techniques; and

•excellent agricultural practices.

These characteristics enhance Chiquita’s ability to provide customers with premium quality products on a consistent basis.

Distribution and Marketing. Chiquita sells and distributes a variety of quality fruit and vegetable products in North America, Europe and the Far East. The Company has regional sales organizations to service major retail customers and wholesalers. A significant number of the Company’s retail customers are large chain stores with which Chiquita enters into product and service contracts, which typically have a one to two-year term with agreed-upon pricing that fluctuates seasonally. Substantially all of the Far East operations are conducted through joint ventures.

The Company’s operating subsidiary, Chiquita Brands, Inc. (“CBI”), owns the “Chiquita” trademark and most of the Company’s other trademarks, which are legally registered around the world. Approximately 90% of the bananas sold by the Company are sold under the “Chiquita” or “Chiquita Jr.”brand name, and the remaining 10% are sold under second labels such as “Consul” and “Amigo.” The Company also sells other fresh fruits and vegetables under the “Chiquita” and other brand names. Upon

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emergence from Chapter 11 reorganization in March 2002, the Company was required to value its trademarks at fair value. The trademarks are valued, based on recent appraisals, on the Company’s balance sheet at $388 million at December 31, 2002.

Fresh produce is highly perishable and must be brought to market and sold generally within 30 to 60 days after harvest. Some items, such as berries, must be sold more quickly, while other items, such as apples and pears, can be held in cold storage for longer periods of time.

Bananas are distributed and marketed internationally in a highly competitive environment. Although smaller companies, including growers’ cooperatives, are a competitive factor, Chiquita’s primary competitors are a limited number of other international banana importers and exporters. To compete successfully, Chiquita must be able to source bananas of uniformly high quality and quickly transport and distribute them to worldwide markets. Chiquita sells approximately one-fourth of all bananas imported into North America and Europe, its principal markets. The Company operates in the Far East market through joint ventures. The joint ventures sell approximately 10% of bananas imported into Japan.

In Europe, the Company’s core markets are the countries of the European Union, plus Norway and Switzerland. Established customers make up most of the Company's customer base in these countries and, even in times of low banana supply, the Company places extremely high priority on filling the orders from these customers. The Company also sells bananas in other countries in the region, including Czech Republic, Poland, Slovak Republic, Hungary and Russia. While an increasingly significant portion of the sales in these other countries are to international retailers also served in core markets, sales of bananas into these countries may fluctuate more than in core markets based on availability. The Company sometimes refers to these countries as “non-core” markets in press releases and other public documents.

Bananas are one of the few fruits that ripen best after they are harvested. To control quality, bananas are normally ripened under controlled conditions. Most other types of fresh produce are already ripe when shipped or ripen naturally. In recent years, the Company has increased its sales of “yellow” (ripened) bananas relative to unripened green fruit. The Company operates pressurized ripening rooms in Europe and North America to manage the ripening process. In North America, the Company has developed a unique patented ripening technology that enables bananas to be ripened in shipping containers during transit. The Company believes this service provides value to customers through improved fruit quality, longer shelf life, lower inventory levels and minimized investment. The Company has also entered into a number of relationships with major retailers where the Company acts as a technical advisor to the customer or actually operates the customer’s ripening facilities. Chiquita also provides retail marketing support services for fresh produce to its customers. These services allow the Company to develop long-term supply relationships with these customers. Because of the strength of the “Chiquita” brand and the Company’s reputation for consistent product quality, leadership in category management, and innovative ripening and marketing techniques, Chiquita generally obtains a premium price for its bananas sold in Europe and, to a lesser extent, North America.

The selling price received for each type of fruit or vegetable depends on several factors, including its availability and quality in relation to competing produce items in the market. For example, although the supply of bananas tends to be relatively stable throughout the year, banana pricing is seasonal. This is because bananas compete against other fresh fruit, a major portion of which comes to market in the summer and fall. As a result, banana prices and the Company’s Fresh Produce results are typically stronger during the first half of the year.

Adverse weather may restrict the availability of fresh produce and result in increased prices. However, competing producers and distributors may be affected differently, depending upon their ability to obtain cost-effective alternate supplies (see Sourcing below).

Continuing industry consolidation has increased the buying leverage of major domestic and international grocery retailers. Retailers and wholesalers are generally seeking fewer suppliers that can provide a wider range of fresh produce. Chiquita sources a variety of fresh produce from Central and South America and Mexico for international distribution. It sources certain types of seasonal produce in both the northern and southern hemispheres in order to increase availability throughout the year. Typically, in all these sourcing markets, no single competitor has a dominant market share.

Logistics. Fresh produce distributed internationally is transported primarily by refrigerated, ocean-going vessels. Chiquita ships its bananas and some of its other fresh produce in vessels owned or

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chartered by the Company. The remainder of its fresh produce is shipped by third parties. Most of Chiquita’s tropical fruit shipments into the North American and core European markets are delivered using containers or pallets. This minimizes damage to the product by eliminating the need to handle individual boxes. Most of the Company’s vessels are equipped with controlled atmosphere technology, which improves product quality and facilitates the ripening process for containerized shipments. Chiquita owns or controls under multi-year lease approximately 50% of its aggregate shipping capacity. Its remaining capacity is operated under contractual arrangements having terms of approximately one to two years. (See also ITEM 2 - PROPERTIES and Notes 6 and 7 to the Consolidated Financial Statements included in Exhibit 13.)

Transportation costs are significant in Chiquita’s Fresh Produce business, and fuel oil is an important variable component of transportation costs. The Company periodically enters into fuel oil hedging instruments to minimize the effect of volatility of fuel oil price changes on the Company’s financial results. In order to reduce net transportation costs, the Company transports third-party cargo, primarily from North America and Europe, to Latin America.

Chiquita operates loading and unloading facilities which it owns or leases in Central and South America and various ports of destination. To transport fresh produce overland to and from these ports, as well as fresh produce grown near its intended market, Chiquita generally uses common carriers who own their own trucks. To a lesser extent, the Company also uses rail distribution.

Sourcing. Chiquita has an industry-leading position in terms of number and geographic diversity of major sources of bananas. During 2002, approximately one-fifth of all bananas sold by Chiquita were sourced from each of Costa Rica and Guatemala. Bananas are also sourced from numerous other countries. Among these, Colombia, Panama, Ecuador and Honduras each produced between 7% and 17% of the bananas sold by Chiquita during 2002.

The most significant cost in the production of bananas is labor, which varies depending on the country of origin. Since bananas are packed in cardboard boxes for shipment, paper cost is also significant.

In 2002, approximately half of the bananas sourced by Chiquita were produced by subsidiaries and the remainder were purchased under short and long-term fruit supply contracts with independent growers in which Chiquita takes title to the fruit, either at packing stations or once loaded aboard ships. Purchasing bananas allows the Company to reduce its financial and operating risks and to avoid substantial capital spending associated with the investment, maintenance and financing of additional banana farms. Under some fruit supply arrangements, Chiquita furnishes technical assistance to the suppliers to support the production and packing of bananas for shipment. In 2002, no single supplier provided 10% or more of Chiquita’s bananas.

The Company sources approximately 6% of its banana sales volume from its Armuelles, Panama banana production division. In recent years, this division has experienced quality problems, labor disruptions and high costs compared to other divisions primarily as a result of various labor issues. In 2002, the Company estimates that the costs for bananas from its Armuelles division were approximately $18 million higher than costs would be to secure the same volume from other or owned sources. The Company is working with the Panamanian government, the Armuelles union and worker-owned cooperatives to resolve this situation. Resolution could include sale of the division to a worker-owned cooperative or other outside party. Beginning January 1, 2003, the Company ceased funding the deficits incurred by the Armuelles division. The division has adequate funds to operate for a brief period while the Company continues to work toward a resolution. However, the Armuelles union has threatened to strike. If a viable long-term solution cannot be negotiated before funds run out, the Company will not continue operating in Armuelles. The Company still expects to have sufficient access to cost-competitive, high-quality bananas in the event Armuelles is closed.

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          During the early 1990s, the Company invested significant capital to improve production and logistics efficiency and environmental performance. Since 1991, the Company has undertaken a significant effort to achieve the rigorous Better Banana Project standards of the Rainforest Alliance, an independent non-governmental organization. This independent certification program is aimed at increasing quality and productivity while minimizing environmental impact and improving conditions for workers. All of Chiquita’s owned banana farms in Latin America have achieved certification under this program. Certification requires that farms meet pre-defined performance criteria as judged by annual audits conducted by the Sustainable Agriculture Network, a coalition of third-party environmental groups directed by the Rainforest Alliance. The Company is also working with its third-party suppliers to achieve compliance with these standards. Similarly, Chiquita is working toward certification of its owned banana farms in Latin America to the rigorous Social Accountability 8000 labor standard, which is based on the core International Labor Organization conventions. The Company’s Costa Rica division earned SA8000 certification in 2002, the first major agricultural operator in Central America to do so. More details about the Better Banana Project and SA8000, their requirements and the Company’s performance in meeting high social and environmental standards are available in Chiquita’s 2001 Corporate Responsibility Report and updates, available on the Company’s website at www.chiquita.com.

In addition to its extensive production of bananas, Chiquita produces, through joint ventures and other equity method investments, apples and grapes in Chile, grapefruit in Florida and mushrooms and berries in Australia. However, a significant portion of other fresh produce marketed by Chiquita is purchased from independent producers and importers around the globe, under various arrangements that range from formal long-term purchase contracts to informal market trading with unrelated suppliers. Under the long-term arrangements, Chiquita may provide financial assistance to growers. None of the arrangements accounts for more than 5% of the Company’s consolidated net sales.

The production of fresh produce is vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are common but difficult to predict, as well as to crop disease and pests. These factors may result in lower sales volume and increased costs but may also restrict supplies and lead to an increase in prices. In addition, production may be affected by political changes in countries where fruits and vegetables are grown. Competitors may be affected differently, depending upon their ability and cost to obtain adequate supplies from sources in other geographic areas. Chiquita’s geographic diversity in production locations both lessens the risk that any single major event would have a material adverse effect on its financial condition and increases the risk that the Company could be exposed to events that may impact its operations on a smaller scale.

Acquisition of German Distributor

In late March 2003, the Company acquired the equity interests of Scipio GmbH & Co. (“Scipio”), a German limited partnership that owns Atlanta AG (“Atlanta”). Atlanta, which has been in business for over 100 years, operates a network of fresh produce distribution, sourcing and brokerage operations headquartered in Germany and had 2002 annual sales of approximately $1.3 billion. 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. Approximately 10% of Atlanta’s sales are of products purchased from Chiquita.

Prior to the acquisition, Chiquita held a 5% limited partnership interest in Scipio and loans secured by pledges of substantially all of the other limited partnership interests of Scipio. Chiquita had made the loans in the late 1980s and early 1990s in order to strengthen its relationship with Atlanta. The loans were made to four companies that used the proceeds to purchase substantially all of the limited

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partnership interests in Scipio. Under the terms of the acquisition, the Company exchanged its interests in the loans for the corresponding underlying Scipio limited partnership interests. The Company also acquired the general partnership interest and all of the remaining limited partnership interests. The total cash paid by the Company to acquire all of the equity interests in Scipio was approximately $1 million. Coinciding with the acquisition, Chiquita added a new $65 million term loan under its CBI credit facility. The proceeds were used to repay Scipio/Atlanta’s existing lenders. See Note 11 to the Consolidated Financial Statements in Exhibit 13 for more information on the CBI credit facility.

Prior to the acquisition, the Company’s recording of income from its interests in Scipio was limited to the underlying earnings of Scipio which, in effect, resulted in equity method accounting for this investment. Chiquita’s consolidated results of operations included income (loss) from its investment in Scipio of $(14) million for the nine months ended December 31, 2002, $0 for the three months ended March 31, 2002, $2 million for 2001 and $(8) million for 2000. The carrying value of Chiquita’s investments in Scipio was $44 million at December 31, 2002. Chiquita had trade receivables due from Atlanta of $45 million at December 31, 2002. Sales of Chiquita products to Atlanta totaled $130 million in 2002, $115 million in 2001 and $110 million in 2000. Scipio had debt of approximately $53 million at December 31, 2002. Summarized Scipio financial information is included in Note 8 to the Consolidated Financial Statements in Exhibit 13.

Discontinued Operations

In December 2002, the Company sold its interest in the Castellini group of companies (“Castellini”), a wholesale produce distribution business in the midwestern United States. In January 2003, the Company sold Progressive Produce Corporation (“Progressive”), a California-based distributor of potatoes and onions. Summarized financial information for these discontinued operations is included in Note 3 to the Consolidated Financial Statements.

Processed Foods

Chiquita’s Processed Foods segment includes:

• private-label and branded canned vegetables sold in North America and abroad;

• processed bananas and other fruits sold primarily in North America, Europe and the Far East under the “Chiquita” brand; and

• other consumer products, primarily edible oils, sold in Honduras under the “Clover” and other brand names.

Processed Foods sales amounted to approximately 25% of consolidated net sales in each of the last three years. Sales of canned vegetables accounted for 91% of Processed Foods net sales in 2002, 93% in 2001 and 83% in 2000.

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Chiquita’s vegetable canning operations are conducted by its subsidiary, Chiquita Processed Foods, L.L.C. (“CPF”). On March 6, 2003, the Company entered into a definitive agreement to sell CPF to Seneca Foods Corporation for approximately $125 million in cash and stock, plus assumption of CPF debt. The sales price consists of $110 million cash, approximately 968,000 shares of Seneca preferred stock that is convertible into an equal number of shares of Seneca series A common stock listed on the NASDAQ, plus assumption of CPF’s debt, which was $81 million at December 31, 2002. The transaction is subject to certain conditions, including regulatory approval.

CPF is one of the largest processors of private-label canned vegetables in the U.S. CPF also sells branded products under the “Stokely’s,” “Festal,” “Tendersweet” and other labels. CPF competes directly with a few major producers of both branded and private-label canned vegetables, as well as indirectly with numerous marketers of frozen and fresh vegetable products. CPF operates eleven processing facilities in the upper Midwest and Northwest and markets a full line of over 20 types of processed vegetables, including corn, green beans, peas, pumpkin, root vegetables and other related products, to retail and food service customers throughout the U.S. and in over 40 other countries. Corn is CPF’s leading canned vegetable product, accounting for approximately 30% of Processed Foods net sales.

Operating results for CPF are dependent on product availability and market prices. The availability of vegetables for canning is a direct result of planted acreage, weather and growing conditions and crop yields. Favorable growing conditions increase both crop size and crop quality.

Prior to each growing season, CPF enters into supply agreements with local independent growers to purchase raw vegetables to be processed in its canning facilities. These supply agreements are typically for one year and generally require CPF to pay a fixed price per ton on the total quantity of product harvested from the contracted acres. To ensure the quality and freshness of the vegetables used in its products, CPF:

•selects growers located near its canning facilities;

•requires growers to use seed selected by CPF;

•periodically inspects the crops; and

•controls the harvest process and its timing.

Following harvest, raw products are transported to the processing facility, where they are sorted, sized, cut or trimmed, washed, inspected and then canned and cooked, providing canned vegetables with a shelf life of three to five years. In addition to visual inspection, CPF increasingly relies on electronic inspection machinery that recognizes and rejects any off-color or blemished product. CPF’s high emphasis on quality assurance during the production process also includes the grading and inspection of raw products, inspection of incoming cans, sampling and laboratory testing of products during production and inspection of finished goods on a sample basis prior to shipment.

CPF’s most important raw material besides raw vegetables is cans for product packaging. Can prices are typically agreed upon with suppliers in the spring and do not fluctuate over the following pack season.

CPF’s products are shipped to customers via truck or rail. In order to maximize customer service, CPF ships to its customers both directly from its plants and from regional storage and distribution centers.

Sales of canned vegetables are not highly seasonal, although some products, such as canned pumpkin, have higher sales volume in certain months. The production of canned vegetables generally occurs from June to October, when vegetables are available for harvest. As a result, CPF

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requires a higher level of working capital to finance peak inventory requirements during the third and fourth quarters.

The Processed Foods operations described below, which in the aggregate comprise less than 10% of Processed Foods segment net sales, are not part of CPF and, accordingly, are not being sold to Seneca Foods Corporation.

In Europe, the Company sells “Chiquita” branded fruit juices, beverages, snacks and desserts, which are manufactured by third parties to Chiquita’s specifications. In the United States, several national fruit juice and beverage producers manufacture and sell shelf-stable, refrigerated and frozen juice and beverage products using the “Chiquita” brand name, for which they pay Chiquita a license fee.

Chiquita’s processed banana products include banana puree, frozen banana pieces, sliced bananas and other specialty products. These products are sold to producers of baby food, fruit beverages, baked goods and fruit-based products, and to wholesalers of bakery and dairy food products, including selected licensees such as Beech-Nut. Chiquita produces these products in a processing facility it owns in Costa Rica and through a joint venture in Ecuador. This joint venture produces a broad range of processed fruit products, including bananas, passion fruit, pineapples and mangoes. Chiquita enjoys the largest share of the worldwide processed banana market. However, numerous other producers, including other banana growers, fruit ingredients companies and large international food companies have available processing capacity, and this industry remains highly competitive.

The Company’s consumer products operations in Honduras are conducted through a 50%-owned joint venture. The joint venture produces and sells palm-oil based products, including cooking oils, shortening, margarine, soaps, and other products such as tomato pastes and flour, under the “Clover” and other brand names. It competes principally with a number of small local firms and subsidiaries of multinational corporations.

RISKS OF INTERNATIONAL OPERATIONS

The Company conducts operations in many foreign countries. Information about the Company’s operations by geographic area is in Note 16 to the Consolidated Financial Statements included in Exhibit 13. The Company’s foreign operations are subject to a variety of risks inherent in doing business abroad.

In 1993, the European Union (“EU”) implemented a discriminatory quota and licensing regime governing the importation of bananas into the EU. This regime significantly decreased the Company’s banana volume sold into the EU and resulted in significantly decreased operating results for the Company as compared to prior years.

During nine years of legal challenges through the World Trade Organization (“WTO”) and its predecessor, the EU quota and licensing regime was determined in several rulings to be in violation of the EU’s international trade obligations. In April 2001, the European Commission agreed to reform the EU banana import regime. The agreement led to a partial redistribution of licenses for the import of Latin American bananas under a tariff rate quota system for historical operators that went into effect on July 1, 2001 and is to continue through the end of 2005. As a result, the Company has not needed to purchase as many import licenses as had been required prior to July 1, 2001 in order to meet its customer demand.

On May 1, 2004, ten Central and Eastern European countries are scheduled to join the EU. This EU enlargement is expected to lead to an increase in the EU’s banana tariff rate quota volume and the issuance of additional banana import licenses. The amount of the volume increase, and the rules for administering the new licenses, are expected to be announced in the second half of 2003. The Company cannot predict the impact that the EU enlargement will have on the EU’s banana import system or on

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market conditions for the sale of bananas in the EU, and there can be no assurance that the 2004 enlargement will not have an adverse effect on the Company.

Under the April 2001 agreement, the EU banana tariff rate quota system is scheduled to be followed by a tariff-only system in 2006. The EU has previously indicated to the WTO that under a tariff-only system, African and Caribbean bananas would need a tariff preference of 300 euro per metric ton relative to Latin American bananas to remain competitive in the EU marketplace. A 300 euro per metric ton tariff on Latin American bananas would represent a substantial increase over the EU’s 75 euro per metric ton tariff now applicable to Latin American bananas entering within the tariff rate quota system. In order to remain consistent with WTO principles, any new EU banana tariff is required under a November 2001 WTO decision to “maintain total market access” for Latin American suppliers. That decision establishes consultation and arbitration procedures for determining whether Latin American market access would be maintained and requires that those procedures be completed before any new EU tariff-only system takes effect. There can be no assurance that the tariff rate quota system will remain unchanged through 2005, that a tariff-only system will be implemented after 2005 or that, if implemented, the tariff levels established will not be adverse to marketers of Latin American bananas, such as the Company.

The Company’s operations are heavily dependent upon products grown and purchased in Central and South American countries; at the same time, Chiquita’s operations are a significant factor in the economies of many of these countries. These activities are subject to risks inherent in operating in these countries, including government regulation, currency restrictions and other restraints, risks of expropriation, risk of political instability and burdensome taxes. There are also risks that legal and regulatory requirements or administrative policies could change.

The Company’s operations in some Central and South American countries are dependent upon leases and other agreements with the governments of these countries. Chiquita leases all the land it uses in Panama from the Republic of Panama. There are two leases for land in Panama, one for land on the Caribbean coast and the other for land on the Pacific coast. The leases each have an initial term of 20 years expiring at the end of 2017, with consecutive 12-year extension periods. Either lease can be cancelled by Chiquita at any time on three years’ prior notice; the Republic of Panama has the right not to renew either lease at the end of the initial term or any extension period, provided that it gives four years’ prior notice. In connection with its discussions with the Panamanian government regarding the Armuelles division, Chiquita has recently given its cancellation notice with respect to the land leased on the Pacific coast.

The Company’s worldwide operations and products are subject to numerous governmental regulations and inspections by environmental, food safety and health authorities, including those relating to the use and disposal of agrichemicals. The Company believes it is substantially in compliance with applicable regulations. However, actions by regulators in the past have required, and in the future may require, operational modifications or capital improvements at various locations. In addition, if violations occur, regulators can impose fines, penalties and other sanctions, and the Company may be subject to private lawsuits alleging personal injury or property damage.

The Company’s operations involve transactions in a variety of currencies. Accordingly, its operating results may be significantly affected by fluctuations in currency exchange rates. These fluctuations affect Chiquita’s operations because many of its costs are incurred in currencies other than those received from the sale of its products. In addition, there is normally a time lag between the incurrence of production costs and collection of the related sales proceeds. The Company’s policy is to exchange local currencies for dollars promptly upon receipt, thus reducing exchange risk. The Company also engages in various hedging activities to mitigate the effect of foreign exchange volatility on

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the Company’s financial results. Nevertheless, in recent years through 2001, operating results were adversely affected by the continued weakness of major European currencies against the U.S. dollar. In 2002, the Company’s operating results benefited from a stronger euro.

For information with respect to currency exchange, see Notes 1 and 10 to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 13.

LABOR RELATIONS

The Company has approximately 28,000 employees. Approximately 22,000 of these employees work in Central and South America, including 18,000 workers covered by 30 labor contracts. Labor contracts typically have terms of 1 to 3 years. Contracts covering approximately 9,000 employees are currently being renegotiated or expire in 2003. Strikes or other labor-related actions sometimes occur upon expiration of labor contracts or during the term of the contracts. These may result in increased costs or decreased crop quality as a result of a temporary curtailment of agricultural practices. When prolonged strikes or other labor actions occur, growing crops may be damaged as a result of the disruption of irrigation, disease and pest control and other agricultural practices.

ADDITIONAL INFORMATION

Through its website www.chiquita.com, Chiquita makes available, free of charge, its reports on Forms 10-K, 10-Q, and 8-K, and amendments to those reports, as soon as reasonably practicable after they are filed with the SEC. To access these documents on the website, please click on “The Bottom Line” and “SEC Filings.”

ITEM 2 - PROPERTIES

The Company owns approximately 65,000 acres and leases approximately 35,000 acres of improved land, principally in Colombia, Costa Rica, Guatemala, Honduras and Panama. This land is primarily used for the cultivation of bananas and support activities, including the maintenance of floodways. The Company also owns warehouses, power plants, packing stations, irrigation systems and loading and unloading facilities used in connection with its Fresh Produce operations.

The Company owns or controls under long-term bareboat charters eleven refrigerated vessels and has nine additional vessels under time charters, primarily for transporting tropical fruit sold by Chiquita. A bareboat charter requires Chiquita to obtain and provide its own crew and technical services while, under a time charter lease, the third party ship owner provides the ship complete with crew and technical support. From time to time, excess capacity in the Company’s ships may be utilized by transporting cargo for third parties or by chartering or subchartering vessels to other shippers. On the other hand, when necessary, the Company enters into spot charters and freight contracts to supplement its transportation resources. Chiquita also owns or leases other related equipment, including refrigerated container units, used to transport fresh produce. The Company’s fleet of modern, efficient shipping vessels was built through a substantial investment program during the late 1980s and early 1990s. These refrigerated transport vessels have economic lives in excess of 25 years. The owned ships are pledged as collateral for related financings.

10

CPF’s properties, all of which will be included in the sale of CPF to Seneca described above, include a total of eleven vegetable canning facilities in Idaho, Illinois, Minnesota, Washington and Wisconsin. All of these facilities, together with certain machinery and equipment owned by CPF, are pledged as collateral for CPF’s credit facility.

The Company has fruit processing facilities in Costa Rica and Ecuador, and edible oil processing facilities in Honduras. The facilities in Costa Rica are owned and the facilities in Ecuador and Honduras are owned and operated by joint ventures.

The recently acquired Scipio/Atlanta group of companies own and lease warehouses, ripening facilities and office space in connection with their operations in various parts of Europe, primarily Germany and Austria. Other operating units of the Company own, lease and operate properties, principally in the United States, Europe, and Central and South America. The Company leases the space for its headquarters in Cincinnati, Ohio.

CBI owns directly or indirectly substantially all the business operations and assets of the Company. Substantially all U.S. assets of CBI and its US subsidiaries (other than those subsidiaries, such as CPF, with their own credit facilities) are pledged to secure CBI’s $187 million credit facility. The credit facility is also secured by liens on CBI’s trademarks, as well as pledges of stock of, or guarantees by, various CBI subsidiaries worldwide. The loan under this facility to Scipio/Atlanta is secured by pledges of equity of its subsidiaries and liens on certain assets.

The Company believes its property and equipment are generally well maintained, in good operating condition and adequate for its present needs. The Company typically insures its assets against standard risks with third-party insurers, with the exception of banana cultivations. The Company self-insures its banana cultivations because of the high cost of third-party insurance and the risk reduction achieved through its geographic diversity of banana sources.

For further information with respect to the Company’s physical properties, see the descriptions under ITEM 1 - BUSINESS - GENERAL above, and Notes 6 and 7 to the Consolidated Financial Statements included in Exhibit 13.

ITEM 3 - LEGAL PROCEEDINGS

A number of legal actions are pending against the Company. Based on information currently available to the Company and on advice of counsel, management does not believe this litigation will, individually or in the aggregate, have a material adverse effect on the financial statements of the Company.

Over the last 16 years, a number of claims have been filed against the Company on behalf of merchant seamen or their personal representatives alleging injury or illness from exposure to asbestos while employed as seamen on Company-owned ships at various times from the mid-1940s until the mid-1970s. The claims are based on allegations of negligence and unseaworthiness. In these cases, the Company is typically one of many defendants, including manufacturers and suppliers of products containing asbestos, as well as other shipowners. Fifteen of these cases are pending in state courts in various stages of activity. Over the past six years, 19 of the state court cases have been settled and 24 have been resolved without any payment. In addition to the state court cases, there are approximately 5,250 federal court cases that are currently inactive (known as the “MARDOC” cases). The MARDOC cases are managed under the supervision of the US District Court for the Eastern District of Pennsylvania (the “Federal Court”). In 1996, the Federal Court administratively dismissed all then pending MARDOC cases without prejudice for failure to provide evidence of asbestos-related disease or exposure to asbestos. Under this order, all MARDOC cases subsequently filed against the Company have also been administratively dismissed. The MARDOC cases are subject to reinstatement by the Federal Court upon a showing of some evidence of asbestos-related disease, exposure to asbestos and service on the Company’s ships. While six MARDOC cases have been reinstated against the Company, there has been little activity in the reinstated cases to date. As

11

a matter of law, punitive damages are not recoverable in seamen’s asbestos cases. Although the Company has very little factual information with which to evaluate these maritime asbestos claims, management does not believe, based on information currently available to it and advice of counsel, that these claims will, individually or in the aggregate, have a material adverse effect on the financial statements of the Company.

In November 2001, the Illinois Attorney General’s Office filed a complaint before the Illinois Pollution Control Board seeking relief, including monetary sanctions, for alleged environmental violations at the Princeville, Illinois canning facility owned by CPF. The violations related to certain accidental and emergency wastewater discharges and certain wastewater discharges in excess of permit levels. CPF has reached agreement with the Illinois Attorney General to settle the matter for approximately $115,000 and expects the settlement to be finalized in the second quarter of 2003.

In January 2001, the Company filed a lawsuit in the Court of First Instance of the European Court of Justice claiming damages from the European Commission (the EU’s executive body) for not carrying out the EU’s commitment to reform its banana import regime to comply with 1997 WTO rulings. The lawsuit seeks more than $500 million for damages inflicted on the Company from January 1999 until the regime’s reform in July 2001. Briefing by the parties was completed in January 2002. The Company cannot predict the outcome or timing of an ultimate decision in this lawsuit.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

12

PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 13, pursuant to the Plan of Reorganization that became effective on March 19, 2002, the Company’s previously outstanding common stock (the “Old Common Stock”) was cancelled and the Company issued new common stock (the “New Common Stock”). The New Common Stock is listed for trading on the New York Stock Exchange. As of March 15, 2003, there were approximately 1,264 common shareholders of record. Information concerning restrictions on the Company’s ability to declare and pay dividends on the New Common Stock and price information for the Company’s Old Common Stock and New Common Stock, are contained in Notes 11 and 18, respectively, to the Consolidated Financial Statements included in Exhibit 13. This information is incorporated herein by reference.

On March 19, 2002, pursuant to the Plan of Reorganization, the Company issued the following securities in exchange for its previously outstanding debt and equity securities:

•$250 million aggregate principal amount of 10.56% Senior Notes due 2009

•40 million shares of Common Stock, par value $.01 per share

•13,333,333 Warrants to Subscribe for Common Stock

These securities were issued pursuant to the exemption from registration under Section 3(a)(7) of the Securities Act of 1933 for securities issued by a debtor in possession in a case under Title 11 of the United States Code with the approval of the court.

Each Warrant is exercisable, through March 19, 2009, for one share of Common Stock at an exercise price of $19.23 per share.

ITEM 6 - SELECTED FINANCIAL DATA

This information is included in the table entitled “Selected Financial Data” of Exhibit 13 and is incorporated herein by reference.

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This information is included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 13 and is incorporated herein by reference.

13

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This information is included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Management” included in Exhibit 13 and is incorporated herein by reference.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of Chiquita Brands International, Inc., included in Exhibit 13 and including “Quarterly Financial Data” in Note 18 to the Consolidated Financial Statements, are incorporated herein by reference.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

14

PART III

Except for information relating to the Company’s executive officers included in Item 10 below, the information required by Items 10, 11, 12 and 13 is incorporated herein by reference from Chiquita’s definitive Proxy Statement which will be filed with the Securities and Exchange Commission in connection with the 2003 Annual Meeting of Shareholders.

ITEM 10 -DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers Of The Registrant

Cyrus F. Freidheim, Jr. (age 67) – Mr. Freidheim has been Chiquita’s Chairman of the Board and Chief Executive Officer since March 2002 and its President since May 2002. From 1991 to March 2002, he was Vice Chairman of Booz Allen & Hamilton, Inc., a management and technology consulting firm he served in various capacities since 1966.

Jill M. Albrinck (age 39) - Ms. Albrinck has been Senior Vice President, Strategy and Business Development since January 2003, and Vice President, Strategy and Business Development from July 2002 to January 2003. Prior to joining Chiquita, Ms. Albrinck spent 10 years with the management and technology consulting firm Booz Allen & Hamilton, Inc., most recently as vice president and partner of the firm.

Peter A. Horekens (age 54) - Mr. Horekens has been President and Chief Operating Officer of the Company’s Chiquita Fresh Group - Europe since 2000. He was President and Chief Operating Officer of the Company’s Chiquita Banana Group - Europe from 1997 to 2000.

Robert F. Kistinger (age 50) - Mr. Kistinger has been President and Chief Operating Officer of the Company’s Chiquita Fresh Group since 2000. He was President and Chief Operating Officer of the Company’s Chiquita Banana Group from 1997 to 2000 and Senior Executive Vice President of the Chiquita Banana Group from 1994 to 1997. He has served the Company in various capacities since 1980.

Barry H. Morris (age 49) – Mr. Morris has been Vice President, Human Resources of the Company since 2001. He was Vice President, Human Resources of the Company’s Chiquita Banana Group from 1998 to 2001 and has served the Company in various capacities since 1990.

David J. Ockleshaw (age 57) – Mr. Ockleshaw has been President and Chief Operating Officer of the Company’s Chiquita Processed Foods Group since 2000. He had previously been employed by Hazelwood Farm Bakeries Inc., a subsidiary of Supervalu Inc., a food wholesaler, since 1998, most recently as President and Chief Executive Officer.

Robert W. Olson (age 57) - Mr. Olson has been Senior Vice President, General Counsel and Secretary of the Company since 1996. He joined the Company as Vice President and General Counsel in 1995.

James B. Riley (age 51) - Mr. Riley has been Senior Vice President and Chief Financial Officer of the Company since 2001. From 1999 until his appointment, he was Senior Vice President and Chief Financial Officer of Elliott Company, a global manufacturer of turbomachinery. From autumn 1998 to spring 1999, he was a principal of James Burns Riley & Associates, a consulting firm. Prior to autumn 1998, Mr. Riley was Executive Vice President and Chief Financial Officer of Republic Engineered Steels, Inc., a steel manufacturer.

15

William A. Tsacalis (age 59) - Mr. Tsacalis has been Vice President and Controller of the Company since 1987. He was Controller from 1984 to 1987 and has served the Company in various capacities since 1980.

Jeffrey M. Zalla (age 37) – Mr. Zalla has been Corporate Responsibility Officer and Vice President, Corporate Communications since August 2002. He served the Company as Vice President and Corporate Responsibility Officer from October 2000 to August 2002. Mr. Zalla was Vice President of Strategic Analysis for the Chiquita Banana Group from 1998 to 2000 and has served the Company in various finance positions since 1990.

ITEM 11 - - EXECUTIVE COMPENSATION

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 14 - CONTROLS AND PROCEDURES

(a)Evaluation of disclosure controls and procedures.

Chiquita maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic filings with the SEC is (a) accumulated and communicated to the Company’s management in a timely manner and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based on an evaluation within 90 days prior to the filing 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.

Chiquita also maintains a system of internal accounting controls that are designed to provide reasonable assurance that its books and records accurately reflect its transactions and that its policies and procedures are followed. 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.

16

PART IV

ITEM 15 -EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1. Financial Statements. The following consolidated financial statements of the Company and the Report of Independent Auditors are included in Exhibit 13:

	Page of Exhibit 13
Report of Independent Auditors	2
Consolidated Statement of Income for the nine months ended December 31, 2002, the three months ended March 31, 2002, and the years ended 2001 and 2000	16
Consolidated Balance Sheet at December 31, 2002 and 2001	18
Consolidated Statement of Shareholders’ Equity for the nine months ended December 31, 2002, the three months ended March 31, 2002, and the years ended 2001 and 2000	19
Consolidated Statement of Cash Flow for the nine months ended December 31, 2002, the three months ended March 31, 2002, and the years ended 2001 and 2000	21
Notes to Consolidated Financial Statements	23

2. Financial Statement Schedules. Financial Statement Schedules I - - Condensed Financial Information of Registrant and II - Allowance for Doubtful Accounts Receivable are included on pages 22 through 24 and page 25, respectively, of this Annual Report on Form 10-K. All other schedules are not required under the related instructions or are not applicable. The report of the independent auditors on these financial statement schedules is included in their consent attached as Exhibit 23.

3. Exhibits. See Index of Exhibits (pages 26 through 30) for a listing of all exhibits to this Annual Report on Form 10-K.

(b)The Company has filed the following report on Form 8-K since September 30, 2002:

1.March 6, 2003 (filed March 7, 2003) - to report the execution of a definitive agreement with Seneca Foods Corporation for the sale of all of the equity interests of Chiquita Processed Foods, L.L.C.

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on March 28, 2003.

CHIQUITA BRANDS INTERNATIONAL, INC.
By	/s/ CYRUS F. FREIDHEIM,JR.
	Cyrus F. Freidheim, Jr. Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on March 28, 2003:

/s/ CYRUS F. FREIDHEIM,JR.	Chairman of the Board and Chief Executive Officer
Cyrus F. Freidheim, Jr.
MORTEN ARNTZEN *	Director
Morten Arntzen
JEFFREY D. BENJAMIN *	Director
Jeffrey D. Benjamin
ROBERT W. FISHER *	Director
Robert W. Fisher
RODERICK M. HILLS *	Director
Roderick M. Hills
DURK I. JAGER *	Director
Durk I. Jager
JAIME SERRA *	Director
Jaime Serra

18

STEVEN P. STANBROOK*	Director
Steven P. Stanbrook
/s/ JAMES B. RILEY	Senior Vice President and Chief Financial Officer
James B. Riley
/s/ WILLIAM A. TSACALIS	Vice President and Controller (Chief Accounting Officer)
William A. Tsacalis

*By	/s/ WILLIAM A. TSACALIS
	Attorney-in-Fact**

______________

**By authority of powers of attorney filed with this Annual Report on Form 10-K.

19

Certification of Chief Executive Officer

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

1. I have reviewed this annual report on Form 10-Kof Chiquita Brands International, Inc.;

2. Based on my knowledge, this annualreport 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 annualreport;

3. Based on my knowledge, the financial statements, and other financial information included in this annualreport, 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 annualreport;

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 annual 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 annualreport (the “Evaluation Date”); and

c) presented in this annualreport 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 annual 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:  March 28, 2003

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

20

Certification of Chief Financial Officer

I, James B. Riley, certify that:

1. I have reviewed this annual report on Form 10-Kof Chiquita Brands International, Inc.;

2. Based on my knowledge, this annualreport 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 annualreport;

3. Based on my knowledge, the financial statements, and other financial information included in this annualreport, 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 annualreport;

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 annual 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 annualreport (the “Evaluation Date”); and

c) presented in this annualreport 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 annual 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:  March 28, 2003

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

21

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Balance Sheet

	Reorganized Company		Predecessor Company
	December 31,
	2002		2001
ASSETS
Current assets
Cash and equivalents	$	—	$	—
Other current assets	810		732
Total current assets	810		732
Investments in and accounts with subsidiaries	908,404		1,424,961
Other assets	5,429		15,328
Total assets	$	914,643	$	1,441,021
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities not subject to compromise
Current liabilities
Long-term debt due within one year	$	—	$	—
Accounts payable and accrued liabilities	16,541		10,735
Total current liabilities	16,541		10,735
Long-term debt	250,000		—
Other liabilities	18,813		18,872
Total liabilities not subject to compromise	285,354		29,607
Liabilities subject to compromise	—		962,820
Total liabilities	285,354		992,427
Shareholders’ equity	629,289		448,594
Total liabilities and shareholders’ equity	$	914,643	$	1,441,021

22

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Statement of Income

	Reorganized Company			Predecessor Company
	Nine Months Ended Dec. 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
							2001			2000
Net sales	$	—		$	—		$	—		$	480,467
Cost of sales	—			—			—			(428,556		)
Selling, general and administrative	(30,443		)	(6,545		)	(31,188		)	(80,567		)
Equity in earnings of subsidiaries	68,422			(368,899		)	33,874			21,070
Operating income (loss)	37,979			(375,444		)	2,686			(7,586		)
Interest income	—			—			783			9,799
Interest expense	(20,384		)	(1,250		)	(81,633		)	(90,080		)
Financial restructuring items	—			124,394			(33,604		)	—
Income (loss) before income taxes and cumulative effect of a change in method of accounting	17,595			(252,300		)	(111,768		)	(87,867		)
Income taxes	(4,400		)	(1,000		)	(7,000		)	(7,000		)
Income (loss) before cumulative effect of a change in method of accounting	13,195			(253,300		)	(118,768		)	(94,867		)
Cumulative effect of a change in method of accounting	—			(144,523		)	—			—
Net income (loss)	$	13,195		$	(397,823	)	$	(118,768	)	$	(94,867	)

23

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Statement of Cash Flow

	Reorganized Company		Predecessor Company
	Nine Months Ended Dec. 31, 2002		Three Months Ended March 31, 2002		Year Ended December 31,
					2001			2000
Cash flow from operations	$	0	$	0	$	(26,715	)	$	47,320
Investing
Capital contributions to subsidiaries	—		—		—			(8,574		)
Other	—		—		—			(92		)
Cash flow from investing	—		—		—			(8,666		)
Financing
Repayments of long-term debt	—		—		—			(22,571		)
Preferred stock dividends	—		—		—			(12,826		)
Cash flow from financing					—			(35,397		)
Increase (decrease) in cash and equivalents	—		—		(26,715		)	3,257
Balance at beginning of period	—		—		26,715			23,458
Balance at end of period	$	0	$	0	$	0		$	26,715

Notes to Condensed Financial Information

1.	In order to meet lender requirements to obtain a credit facility for Chiquita Brands, Inc. (“CBI”), CBII’s wholly-owned operating subsidiary, as of January 2001, all cash has been owned and managed by CBI, acting as agent for CBII. Accordingly, no cash flow movements have occurred in CBII.
2.	In order to meet lender requirements to obtain a credit facility for CBI, CBII transferred to CBI, effective January 1, 2001, the North American banana sales function, all assets and liabilities associated with this function, CBII’s ownership of Chiquita Processed Foods, L.L.C. and subsidiaries and certain other assets and functions.
3.	For purposes of these condensed financial statements, CBII’s investments in its subsidiaries are accounted for by the equity method.
4.	For additional information regarding CBII’s financial restructuring, see Note 2 to the Consolidated Financial Statements included in Exhibit 13.

24

CHIQUITA BRANDS INTERNATIONAL, INC.

SCHEDULE II - ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE

(In thousands)

	Reorganized Company			Predecessor Company
	Nine Months Ended Dec. 31, 2002			Three Months Ended March 31, 2002		Year Ended December 31,
						2001			2000
Balance at beginning of period	$	9,846		$	11,223	$	10,173		$	11,563
Additions:
Charged to costs and expenses	1,538			422		3,589			2,773
Deductions:
Write-offs	4,434			1,187		2,564			4,549
Other, net	(323		)	612		(25		)	(386		)
	4,111			1,799		2,539			4,163
Balance at end of period	$	7,273		$	9,846	$	11,223		$	10,173

25

CHIQUITA BRANDS INTERNATIONAL, INC.

Index of Exhibits

Exhibit Number	Description
*2	Order Confirming Second Amended Plan of Reorganization of Chiquita Brands International, Inc. under Chapter 11 of the Bankruptcy Code, with attached Second Amended Plan of Reorganization of Chiquita Brands International, Inc. under Chapter 11 of the Bankruptcy Code (Exhibit 2.1 to Current Report on Form 8-K dated March 6, 2002, filed March 12, 2002)
*3-a	Third Restated Certificate of Incorporation (Exhibit 1 to Form 8-A filed March 12, 2002)
*3-b	Restated By-Laws, as amended through April 9, 2002 (Exhibit 3.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2002)
*4-a	Indenture dated as of March 15, 2002 between the Company and Wells Fargo Bank Minnesota, National Association, as Trustee, relating to the issuance of Senior Debt Securities (Exhibit 3 to Form 8-A filed March 12, 2002), and related terms of the Company’s 10.56% Senior Notes due 2009, set forth in Certificate of Actions taken by the President of the Company establishing the terms of the 10.56% Senior Notes (Exhibit 5 to Amendment No. 1 to Form 8-A filed March 19, 2002)
4-b	Warrant Agreement dated as of March 19, 2002 between the Company and American Security Transfer Company Limited Partnership, as Warrant Agent (Exhibit C is changed from the previously filed version)
*10-a	Operating contracts dated February 18, 1998 between the Republic of Panama and Chiriqui Land Company consisting of Contract of Operations (Bocas del Toro), Contract of Operations (Armuelles), Amendment and Extension of the Lease Land Contract, and related documents as published in the Republic of Panama Official Gazette No. 23,485 (Exhibit 10-b to Annual Report on Form 10-K for the year ended December 31, 1997)
10-b	Second Amended and Restated Credit Agreement dated as of March 27, 2003 among Chiquita Brands, Inc., and Atcon Finanz, Inc. as Borrowers, the Lenders designated therein, and Foothill Capital Corporation, as Administrative Agent and Wells Fargo Bank, National Association as Lead Arranger and Syndication Agent
*10-c	Credit Agreement dated as of September 22, 1999 among Chiquita Processed Foods, L.L.C., First Union National Bank, as administrative agent, and the financial institutions which are lenders, relating to CPF’s $200 million senior secured credit facility, conformed to incorporate amendments through December 31, 2001 (Exhibit 10-c to Annual Report on Form 10-K for the year ended December 31, 2001)
*10-d	Purchase Agreement by and among Seneca Foods Corporation, Chiquita Brands International, Inc. and Friday Holdings, L.L.C. dated as of March 6, 2003 (Exhibit 10.1 to Current Report on Form 8-K dated March 6, 2003, filed March 7, 2003)

26

Exhibit Number	Description
10-e	Acquisition and Cancellation Agreement dated as of September 13, 2002 between and among Chiquita Brands International, Inc., HMB Holding Company, BNS Global, Inc., Trent Company, and REG Holdings, Inc. relating to the acquisition of limited partnership interests in Scipio GmbH & Co.
10-f	Provisions of agreement between Chiquita Brands International, Inc. and Bernd Artin Wessels relating to acquisition of limited and general partnership interests in Scipio GmbH & Co.
*10-g	Executive Compensation Plans and Agreements 1997 Amended and Restated Deferred Compensation Plan, conformed to include amendments effective through January 1, 2001 (Exhibit 10-f to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-h	Chiquita Brands International, Inc. Capital Accumulation Plan, conformed to include amendments through October 22, 2001 (Exhibit 10-d to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)
*10-i	Guaranty, dated March 12, 2001, by Chiquita Brands, Inc. of obligations of Chiquita Brands International, Inc., under its Deferred Compensation and Capital Accumulation Plans (Exhibit 10-i to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-j	2002 Stock Option and Incentive Plan, conformed to incorporate amendments through September 4, 2002 (Exhibit 10-a to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)
*10-k	Form of Stock Appreciation Right Award and Agreement under the 2002 Stock Option and Incentive Plan with certain non-U.S. employees, including executive officers (Exhibit 10-b to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)
*10-l	Form of Stock Option Agreement with Cyrus F. Freidheim, Jr. with respect to an aggregate of 150,000 shares of Common Stock granted in 2002 (Exhibit 10-b to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
*10-m	Form of Stock Option Agreement with Cyrus F. Freidheim, Jr. with respect to an aggregate of 200,000 shares of Common Stock granted in 2002 (Exhibit 10-c to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
10-n	Form of Stock Option Agreement with Cyrus F. Freidheim, Jr. with respect to an aggregate of 150,000 shares of Common Stock granted in 2003
*10-o	Form of Stock Option Agreement with directors of the Company (other than Cyrus F. Freidheim, Jr.) (for grants made on or prior to September 30, 2002) (Exhibit 10-d to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
10-p	Form of Stock Option Agreement with directors of the Company (other than Cyrus F. Freidheim, Jr.) (for grants made after September 30, 2002)

27

Exhibit Number	Description
*10-q	Form of Stock Option Agreement with all other employees, including executive officers (for grants made on or prior to September 30, 2002) (Exhibit 10-e to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
10-r	Form of Stock Option Agreement with all other employees, including executive officers (for grants made after September 30, 2002)
*10-s	Form of Restricted Share Agreement with Cyrus F. Freidheim, Jr. for shares granted in 2002 (Exhibit 10-f to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
10-t	Form of Restricted Share Agreement with Cyrus F. Freidheim, Jr. for shares granted in 2003
10-u	Form of Restricted Share Agreement with directors
*10-v	Severance Agreement, dated January 16, 2001, between Chiquita Brands International, Inc. and Robert F. Kistinger, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001 (Exhibit 10-l to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-w	Severance Agreement, dated January 16, 2001, between Chiquita Brands International, Inc. and Robert W. Olson, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001 (Exhibit 10-m to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-x	Severance Agreement, dated January 16, 2001, between Chiquita Brands International, Inc. and Peter A. Horekens, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001 (Exhibit 10-n to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-y	Severance Agreement, dated January 16, 2001, between Chiquita Brands International, Inc. and William A. Tsacalis, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001 (Exhibit 10-o to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-z	Severance Agreement, dated January 22, 2001, between Chiquita Brands International, Inc. and James B. Riley, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001 (Exhibit 10-p to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-aa	Severance Agreement, dated January 16, 2001, between Chiquita Brands International, Inc. and Barry H. Morris, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001 (Exhibit 10-g to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)

28

Exhibit Number	Description
*10-bb	Severance Agreement, dated January 16, 2001, between Chiquita Brands International, Inc. and David J. Ockleshaw, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001 (Exhibit 10-h to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
*10-cc	Severance Agreement, dated January 16, 2001, between Chiquita Brands International, Inc. and Jeffrey M. Zalla, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001 (Exhibit 10-j to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
*10-dd	Guaranty, dated March 12, 2001, by Chiquita Brands, Inc. of obligations of Chiquita Brands International, Inc., under severance agreements with a number of key executives, including those listed in Exhibits 10-v through 10-cc above (Exhibit 10-q to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-ee	Severance Agreement dated August 1, 2002 between Chiquita Brands International, Inc. and Jill M. Albrinck (Exhibit 10-k to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
10-ff	Provisions of Agreement between the Company and David J. Ockleshaw relating to a Change of Control of Chiquita Processed Foods L.L.C. (refiled to correct previously filed version)
*10-gg	Award Share Agreement dated as of February 21, 2002 by and between Robert F. Kistinger and the Company (Exhibit 10-u to Annual Report on Form 10-K for the year ended December 31, 2001)
*10-hh	Award Share Agreement dated as of February 21, 2002 by and between Robert W. Olson and the Company (Exhibit 10-v to Annual Report on Form 10-K for the year ended December 31, 2001)
*10-ii	Award Share Agreement dated as of February 21, 2002 by and between James B. Riley and the Company (Exhibit 10-w to Annual Report on Form 10-K for the year ended December 31, 2001)
*10-jj	Award Share Agreement dated as of February 21, 2002 by and between Barry H. Morris and the Company (Exhibit 10-l to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
*10-kk	Award Share Agreement dated as of February 21, 2002 by and between Jeffrey M. Zalla and the Company (Exhibit 10-m to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
*10-ll	Award Share Agreement dated as of February 21, 2002 by and between David J. Ockleshaw and the Company (Exhibit 10-n to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)

29

Exhibit Number	Description
13	Chiquita Brands International, Inc. consolidated financial statements, management’s discussion and analysis of financial condition and results of operations, and selected financial data to be included in its 2002 Annual Report to Shareholders
21	Subsidiaries of Registrant
23	Consent of Independent Auditors
24	Powers of Attorney
99.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Incorporated by reference.

30

EX-4.(B)

                                                                     Exhibit 4-b

                       (Only Exhibit C is changed from previously filed version)

================================================================================

                       CHIQUITA BRANDS INTERNATIONAL, INC.

                                       and

             AMERICAN SECURITY TRANSFER COMPANY LIMITED PARTNERSHIP
                                As Warrant Agent

                                   ----------

                        Warrant Agreement -- Common Stock

                           Dated as of March 19, 2002

================================================================================



                       CHIQUITA BRANDS INTERNATIONAL, INC.
                         COMMON STOCK WARRANT AGREEMENT

     THIS WARRANT AGREEMENT (this "Agreement"), dated as of March 19, 2002 is by
and between Chiquita Brands International, Inc., a New Jersey corporation
(hereinafter called the "Company") and American Security Transfer Company
Limited Partnership, as Warrant Agent (subject to Section 1.1 hereof, the
"Warrant Agent"). Capitalized terms used herein and not otherwise defined are
defined in Article VII hereof.

     WHEREAS, in connection with the financial restructuring of the Company,
pursuant to that certain Plan of Reorganization of the Company (the "Plan"), the
Company is issuing warrant certificates evidencing one or more warrants (the
"Warrants" or individually a "Warrant") representing the right to purchase an
aggregate of 13,333,333 shares of the Company's common stock, par value $0.01
per share (the "Common Stock", and the Common Stock issuable upon exercise of
the Warrants being referred to herein as the "Warrant Shares"). Such warrant
certificates and other warrant certificates issued pursuant to this Agreement
are referred to herein as the "Warrant Certificates"; and

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to act, in connection with the
issuance, exchange, exercise and replacement of the Warrant Certificates, and in
this Agreement wishes to set forth, among other things, the form and provisions
of the Warrant Certificates and the terms and conditions on which they may be
issued, exchanged, exercised and replaced.

     NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                   ARTICLE I
                     ISSUANCE OF WARRANTS AND EXECUTION AND
                        DELIVERY OF WARRANT CERTIFICATES

     Section 1.1 Appointment of Warrant Agent. The Company hereby appoints
American Security Transfer Company Limited Partnership as Warrant Agent of the
Company in respect of the Warrants and the Warrant Certificates upon the terms
and subject to the conditions herein set forth, and American Security Transfer
Company Limited Partnership hereby accepts such appointment, subject to such
terms and conditions. Notwithstanding the foregoing, it is expressly understood
and agreed that the Company shall retain the responsibilities of the "Warrant
Agent" under this Agreement relating to the countersignature of Warrant
Certificates, the transfer of Warrants and the maintenance of record books
relating to the Warrants (including, but not limited to, Sections 1.3, 2.3 and
Article V hereof); provided that the Company may delegate such responsibilities
to American Security Transfer Company Limited Partnership (or any successor
Warrant Agent appointed pursuant to Section 6.3 hereof) at any time or from time
to time.

     Section 1.2 Issuance of Warrants. Upon issuance, each Warrant Certificate
shall evidence one or more Warrants. Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase one Warrant Share.




     Section 1.3 Execution and Delivery of Warrant Certificates.

     (a) Each Warrant Certificate, whenever issued, shall be in registered form
substantially in the form set forth in Exhibit A attached hereto, shall be dated
as of March 19, 2002, and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (with execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement, or
as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Warrants may be listed, or to conform to usage. The Warrant Certificates
shall be executed on behalf of the Company by the Chairman of the Board, the
Chief Executive Officer, the President, any Executive Vice President or any
Senior Vice President or any Vice President and by the Secretary or any
Assistant Secretary under its corporate seal reproduced thereon. Such signatures
may be manual or facsimile signatures of such authorized officers and may be
imprinted or otherwise reproduced in the Warrant Certificates. The seal of the
Company may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.

     (b) No Warrant Certificates shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.

     (c) In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.

     (d) The term "holder" or "holder of a Warrant Certificate" as used herein
shall mean any person in whose name at the time any Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose.

     Section 1.4 Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase up to an aggregate amount not exceeding
13,333,333 Warrant Shares (except as provided in Article III and Sections 1.5,
2.3(c) and 5.1 hereof) may be executed by the Company and delivered to the
Warrant Agent upon the execution of this Warrant Agreement or from time to time
thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly
executed on behalf of the Company, deliver such Warrant Certificates
representing the right to purchase up to 13,333,333 Warrant Shares to or upon
the order of the Company. Subsequent to such issuance of the Warrant
Certificates, the Warrant Agent shall countersign a Warrant Certificate only if
the Warrant Certificate is issued in exchange or substitution for one or more
previously

                                      -2-



countersigned Warrant Certificates or in connection with their transfer, as
hereinafter provided or as provided in Section 2.3(c) hereof.

     Section 1.5 Temporary Warrant Certificate. Pending the preparation of
definitive Warrant Certificates, the Company may execute, and upon the order of
the Company, the Warrant Agent shall authenticate and deliver, temporary Warrant
Certificates which are printed, lithographed, typewritten, mimeographed or
otherwise produced substantially of the tenor of the definitive Warrant
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, as evidenced by their
execution of such Warrant Certificates.

     If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate office of the
Warrant Agent, without charge to the holder. Upon surrender for cancellation of
any one or more temporary Warrant Certificates, the Company shall execute and
the Warrant Agent shall authenticate and deliver in exchange therefor definitive
Warrant Certificates representing the same aggregate number of Warrants. Until
so exchanged, the temporary Warrant Certificates shall in all respects be
entitled to the same benefits under this Agreement as the definitive Warrant
Certificates.

                                   ARTICLE II
                           WARRANT PRICE, DURATION AND
                              EXERCISE OF WARRANTS

     Section 2.1 Warrant Price. During the period from the date hereof through
and including March 19, 2009, the exercise price of each Warrant will be $19.23,
subject to adjustment pursuant to Article III below. Such purchase price of a
Warrant Share is referred to in this Warrant Agreement as the "Warrant Price."
Warrants may be exercised by the holders thereof at any time at the Warrant
Price then in effect.

     Section 2.2 Duration of Warrants. Each Warrant may be exercised in whole at
any time, as specified herein, on or after the Effective Date (as defined in the
Plan) and at or before 5 P.M., New York City time, on March 19, 2009 or such
later date as the Company may designate, by notice to the Warrant Agent and the
holders of Warrant Certificates mailed to their addresses as set forth in the
record books of the Warrant Agent (the "Expiration Date"). Each Warrant not
exercised at or before 5 P.M., New York City time, on the Expiration Date shall
become void, and all rights of the holder of the Warrant Certificate evidencing
such Warrant under this Agreement shall cease.

     Section 2.3 Exercise of Warrants.

     (a) During the period specified in Section 2.2, any whole number of
Warrants may be exercised by delivering to the Warrant Agent the Warrant
Certificate with the form of election to purchase Warrant Shares set forth on
the reverse side of the Warrant Certificate properly completed and duly executed
and by either (i) paying in full, by certified check or by bank wire

                                      -3-



transfer, in each case in immediately available funds, the Warrant Price for
each Warrant exercised (the "Aggregate Warrant Price"), to the Warrant Agent at
its corporate office or (ii) delivering written notice to the Warrant Agent that
the holder of the Warrant is exercising the Warrant (or a portion thereof) by
authorizing the Company to withhold from issuance a number of Warrant Shares
issuable upon such exercise of the Warrant which when multiplied by the Market
Price of the Common Stock is equal to the Aggregate Warrant Price (and such
withheld shares shall no longer be issuable under the Warrant (a "Cashless
Exercise"). The formula for determining the number of Warrant Shares to be
issued in a Cashless Exercise is set forth on Exhibit B attached hereto. The
date on which the Warrant Certificate and payment in full of the Warrant Price
or the notice described in clause (ii) above is received by the Warrant Agent
shall be deemed to be the date on which the Warrant is exercised. The Warrant
Agent shall deposit all funds received by it in payment of the Warrant Price in
an account of the Company maintained with it and shall advise the Company by
telephone at the end of each day on which a payment and/or wire transfer for the
exercise of Warrants is received of the amount so deposited to its account. The
Warrant Agent shall promptly confirm such telephone advice to the Company in
writing.

     (b) The Warrant Agent shall, from time to time, as promptly as practicable,
advise the Company of (i) the number of Warrants exercised, (ii) delivery of
Warrant Certificates evidencing the balance, if any, of the Warrants remaining
after such exercise and (iii) such other information as the Company shall
reasonably require.

     (c) As promptly as practicable after the exercise of any Warrant, the
Company shall issue, in authorized denominations to or upon the order of the
holder of the Warrant Certificate evidencing such Warrant, the Warrant Shares to
which such holder is entitled, in fully registered form, registered in such name
or names as may be directed by such holder. If fewer than all of the Warrants
evidenced by such Warrant Certificate are exercised, the Company shall execute,
and an authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised.

     (d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Shares, and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warrant Shares until such tax or other charge shall have been paid or it has
been established to the Company's satisfaction that no such tax or other charge
is due.

     Section 2.4 No Fractional Shares to be Issued. Notwithstanding anything to
the contrary contained in this Agreement, if the number of shares of Common
Stock purchasable on the exercise of each Warrant is not a whole number, the
Company shall not be required to issue any fraction of a share of Common Stock
or to distribute stock certificates that evidence fractional shares of Common
Stock or to issue a Warrant Certificate representing a fractional Warrant upon
exercise of any Warrants. If Warrant Certificates evidencing more than one
Warrant shall be surrendered for exercise at one time by the same holder, the
number of full shares which shall be issuable upon exercise thereof shall be
computed on the basis of the aggregate number of Warrants so surrendered. If any
fraction of a share of Common Stock would, except for the provisions of this
Section 2.4, be issuable on the exercise of any Warrant or

                                      -4-



Warrants, the Company shall purchase such fraction for an amount in cash equal
to such fraction of the Market Price of a share of Common Stock. The Warrant
holders, by their acceptance of the Warrant Certificates, expressly waive their
right to receive any fraction of a share of Common Stock or a stock certificate
representing a fraction of a share of Common Stock.

     Section 2.5 Covenant to Reserve Shares for Issuance on Exercise. The
Company covenants that it will at all times reserve and keep available out of
its authorized but unissued Common Stock, solely for the purpose of issue upon
exercise of Warrants, the full number of Warrant Shares, if any, then issuable
if all outstanding Warrants then exercisable were to be exercised. The Company
covenants that all Warrant Shares, upon issuance following exercise of the
Warrants in respect thereof in accordance with this Agreement, shall be duly and
validly issued and fully paid and nonassessable shares of Common Stock.

     The Company hereby authorizes and directs its current and future transfer
agents for the Common Stock and for any shares of the Company's (or any
successor entity's) capital stock issuable upon the exercise of any of the
Warrants at all times to reserve such number of authorized shares as shall be
requisite for such purpose. The Company will supply such transfer agents with
duly executed stock certificates for such purposes and will provide or otherwise
make available any cash which may be payable as provided in this Article II.

     Section 2.6 Compliance with Governmental Requirements. Before taking any
action that would cause the Warrant Price to be adjusted below the then par
value of any of the shares of Common Stock issuable upon exercise of the
Warrants, the Company will take any corporate action that may, in the opinion of
its counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable shares of such Common Stock at such adjusted
Warrant Price.

     Section 2.7 Rights upon Dissolution or Liquidation. Notwithstanding any
other provision of this Agreement, in the event that, at any time after the date
hereof and prior to the Expiration Date, there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company, then the
Company shall give notice by first-class mail to each holder of an outstanding
Warrant at such holder's address as it appears on the warrant register
maintained by the Warrant Agent at the earliest practicable time (and, in any
event, not less than twenty days before any date set for definitive action), of
the date on which such dissolution, liquidation or winding up shall take place,
as the case may be. Such notice shall also specify the date as of which the
holders of the shares of record of Common Stock or other securities, if any,
underlying the Warrants shall be entitled to exchange their shares for
securities, money or other property deliverable upon such dissolution,
liquidation or winding up, as the case may be, on which date each holder of
outstanding Warrants shall receive cash or other property (taking into account
the Warrant Price then if effect) which it would have been entitled to receive
had the Warrants been exercisable and exercised immediately prior to such
dissolution, liquidation or winding up and the rights to exercise the Warrants
shall terminate.

                                      -5-



                                  ARTICLE III
                ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES
                           OF COMMON STOCK PURCHASABLE

     Section 3.1 Adjustment for Change in Capital Stock. If the Company shall,
at any time after the date hereof and prior to the Expiration Date, (i) declare
or pay a dividend on its outstanding shares of Common Stock or make a
distribution to holders of its Common Stock, in either case in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iv) issue, by
reclassification of its shares of Common Stock, other securities of the Company,
then the number of shares of Common Stock issuable for each Warrant and the
Warrant Price in effect immediately prior thereto shall be adjusted so that the
holder of any Warrants thereafter exercised shall be entitled to receive the
number and kind of shares of Common Stock or other securities that the holder
would have owned or been entitled to receive after the happening of any of the
events described above had such Warrants been exercised immediately prior to the
happening of such event or any record date with respect thereto. An adjustment
made pursuant to this Section 3.1 shall become effective on the date of the
dividend payment, subdivision, combination or issuance retroactive to the record
date with respect thereto, if any, for such event.

     Section 3.2 Distributions. If after the date hereof and prior to the
Expiration Date the Company shall distribute to all holders of its shares of
Common Stock evidences of its indebtedness, shares of another class of capital
stock (other than a distribution otherwise constituting an Organic Change for
purposes of Section 3.4 hereof) ("Other Shares"), assets (excluding cash
distributions made as a periodic dividend and legally available for dividends
under the New Jersey Business Corporation Act) or rights to subscribe to shares
of Common Stock, then in each such case, unless the Company elects to reserve
such indebtedness, assets, rights or shares for distribution to each holder of a
Warrant upon the exercise of the Warrants so that such holder will receive upon
such exercise, in addition to the shares of Common Stock to which such holder is
entitled, the amount and kind of such indebtedness, assets, rights or shares
which such holder would have received if such holder had, immediately prior to
the record date for the distribution of such indebtedness, assets, rights or
shares, exercised the Warrants and received Common Stock, the Warrant Price in
effect immediately prior to such distribution shall be decreased to an amount
determined by multiplying such Warrant Price by a fraction, the numerator of
which is the Market Price of a share of Common Stock as of the close of business
on the business day immediately preceding the record date for the determination
of the shareholders entitled to receive such distribution less the fair value as
of such record date of the evidences of indebtedness, Other Shares, assets or
subscription rights as the case may be, so distributed (as determined in good
faith by the Board of Directors of the Company, whose determination shall be
conclusive, and described in a reasonably detailed statement filed with the
Warrant Agent) and the denominator of which is the Market Price of a share of
Common Stock as of the close of business on the business day immediately
preceding the record date for the determination of the shareholders entitled to
receive such distribution. Such adjustment shall be made whenever any such
distribution is made, and shall become effective retroactively on the date
immediately after the record date for the determination of stockholders entitled
to receive such distribution.

                                      -6-



     Section 3.3 No De Minimis Adjustment. No adjustment in the Warrant Price
shall be required unless such adjustment would require an increase or decrease
of at least 1% in such Warrant Price; provided that any adjustments which by
reason of this Section 3.3 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Article III shall be made to the nearest cent or to the nearest .01 of a share,
as the case may be, with one-half cent and .005 of a share, respectively, being
rounded upward.

     Section 3.4 Reorganization, Consolidation, Merger or Sale. Any
recapitalization, reorganization, consolidation, merger, sale of all or
substantially all of the Company's assets or other transaction, in each case
which is effected at any time after the date hereof and prior to the Expiration
Date in such a way that the holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities or assets
with respect to or in exchange for Common Stock is referred to herein as an
"Organic Change." Prior to the consummation of any Organic Change, the Company
shall make appropriate provision to insure that each of the registered holders
of the Warrants shall thereafter have the right to acquire and receive upon
exercise of such holder's Warrant, in lieu of or addition to (as the case may
be) the shares of Common Stock immediately theretofore acquirable and receivable
upon the exercise of such holder's Warrant, such shares of stock, securities or
assets as may be issued or payable in the Organic Change with respect to or in
exchange for the number of shares of Common Stock immediately theretofore
acquirable and receivable upon exercise of such holder's Warrant had such
Organic Change not taken place. The Company shall not effect any such Organic
Change, unless prior to the consummation thereof, the successor entity (if other
than the Company) resulting from such consolidation or merger or the entity
purchasing such assets assumes by written instrument the obligation to deliver
to each such holder such shares of stock, securities or assets as, in accordance
with the foregoing provisions, such holder may be entitled to acquire.

     For purposes of determining the Black Scholes Payment Amount, if holders of
Common Stock have any right to select the form or type of consideration to be
received in an Organic Change, each Warrant holder shall be deemed to have
elected to receive the same proportion of Other Property and Qualifying Common
Equity Securities that all holders of Common Stock in the aggregate elected to
receive in such Organic Change. In any case, the Company shall make appropriate
provision with respect to such holders' rights and interests to insure that the
provisions of this Article III and Section 4.4 hereof shall thereafter be
applicable to the Warrants.

     Section 3.5 Notices.

     (a) Whenever the Warrant Price is adjusted as herein provided, the Company
shall file with the Warrant Agent a certificate, signed by the Chairman of the
Board, the Chief Executive Officer, the President, any Executive Vice President
or any Vice President of the Company, setting forth the Warrant Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment, which certificate shall be conclusive evidence of the correctness of
such adjustment; provided that the failure of the Company to file such officers'
certificate shall not invalidate any corporate action by the Company.

     (b) Whenever the Warrant Price is adjusted as provided in Article III, the
Company shall cause to be mailed to each holder of Warrants at its then
registered address by first-class

                                      -7-



mail, postage prepaid, a notice of such adjustment of the Warrant Price setting
forth such adjusted Warrant Price and the effective date of such adjusted
Warrant Price; provided that the failure of the Company to give such notice
shall not invalidate any corporate action by the Company.

     (c) The Company shall give written notice to each registered holder of
Warrants at least 10 days prior to the date on which the Company closes its
books or takes a record (i) with respect to any dividend or distribution upon
the Common Stock (other than cash distributions made as a periodic dividend and
legally available for dividends under the New Jersey Business Corporation Act),
(ii) with respect to any pro rata subscription offer to holders of Common Stock
or (iii) for determining rights to vote with respect to any Organic Change,
dissolution or liquidation.

     (d) The Company shall also give written notice to each registered holder of
Warrants at least 10 days prior to the date on which any Organic Change,
dissolution or liquidation shall take place.

     Section 3.6 Statements on Warrants. The form of Warrant Certificate need
not be changed because of any adjustment made pursuant to this Article III, and
Warrant Certificates issued after such adjustment may state the same Warrant
Price and the same number of shares of Common Stock as are stated in the Warrant
Certificates initially issued pursuant to this Agreement. The Company, however,
may at any time in its sole discretion (which shall be conclusive) make any
change in the form of Warrant Certificate that it may deem appropriate and that
does not affect the substance thereof, and any Warrant Certificate thereafter
issued or countersigned, whether in exchange or substitution for an outstanding
Warrant Certificate or otherwise, may be in the form as so changed.

                                   ARTICLE IV
                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES

     Section 4.1 No Rights as Warrant Securityholder Conferred by Warrants or
Warrant Certificates. No Warrant Certificates or Warrant evidenced thereby shall
entitle the holder thereof to any of the rights of a holder of Warrant Shares,
including, without limitation, the right to vote at, or to receive notice of,
any meeting of the shareholders of the Company; no such holder, by reason of the
ownership or possession of a Warrant or the Warrant Certificate representing the
same, either at, before or after exercising such Warrant, shall have any right
to receive any cash dividends, stock dividends, allotments or rights, or other
distributions (except as specifically provided herein), paid, allotted or
distributed or distributable to the shareholders of the Company prior to the
date of the exercise of such Warrant; and no such holder shall have any right
not expressly conferred by the Warrant or Warrant Certificate that such holder
holds.

     Section 4.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it and the
Company of the ownership of and the loss, theft, destruction or mutilation of
any Warrant Certificate and of indemnity reasonably satisfactory to the Warrant
Agent and the Company, and, in the case of mutilation, upon surrender thereof to
the Warrant Agent for cancellation, then, in the absence of

                                      -8-



notice to the Company or the Warrant Agent that such Warrant Certificate has
been acquired by a bona fide purchaser, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and deliver,
in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a like
number of Warrants. Upon the issuance of any new Warrant Certificate under this
Section 4.2, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Warrant Agent) in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section 4.2 in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section 4.2 are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement of mutilated, lost, stolen
or destroyed Warrant Certificates.

     Section 4.3 Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the holder of any Warrant
Shares or the holder of any other Warrant Certificate, may, in his or its own
behalf and for his or its own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company suitable to enforce, or
otherwise in respect of, his or its right to exercise the Warrants evidenced by
his or its Warrant Certificate in the manner provided in his Warrant Certificate
and in this Agreement.

     Section 4.4 Black Scholes Event.

     (a) Within 30 days after the occurrence of any Black Scholes Event (the
"Black Scholes Event Date"), the Company or the successor entity (if other than
the Company) shall notify the Warrant Agent in writing of such occurrence and
shall make an offer to purchase from all holders (the "Black Scholes Offer") all
outstanding Warrants (other than each holder's Carryover Warrants (if any)) at a
purchase price equal to the Black Scholes Payment Amount on the Black Scholes
Payment Date in accordance with the procedures set forth in this Section 4.4.

     (b) Within 30 days of the Black Scholes Event Date, the Company also shall
(i) cause a notice of the Black Scholes Offer to be sent at least once to the
Dow Jones News Service or similar business news service in the United States and
(ii) cause the Warrant Agent to send by first-class mail, postage prepaid to
each Warrant holder, at the address appearing in the warrant register, a notice
stating:

          (i) that the Black Scholes Offer is being made pursuant to this
Section 4.4 and that all Warrant Certificates tendered will be accepted for
payment of the Black Scholes Payment Amount, and otherwise subject to the terms
and conditions set forth herein;

          (ii) the Black Scholes Payment Amount and the purchase date (which
shall be a business day no earlier than 20 business days and no later than 30
business days from the date such notice is mailed (the "Black Scholes Payment
Date"));

                                      -9-



          (iii) that any Warrant Certificate not tendered will remain
outstanding;

          (iv) that Warrant holders accepting the offer to have their Warrants
purchased pursuant to a Black Scholes Offer will be required to surrender the
Warrant Certificates representing such Warrants to the Warrant Agent at the
address specified in the notice prior to the close of business on the business
day preceding the Black Scholes Payment Date;

          (v) that Warrant holders will be entitled to withdraw their acceptance
if the Warrant Agent receives, not later than the close of business on the third
business day preceding the Black Scholes Payment Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the holder, the
number of Warrants delivered for purchase, and a statement that such holder is
withdrawing his election to have such Warrants purchased;

          (vi) that holders whose Warrants are being purchased only in part will
be issued new Warrant Certificates representing (1) the unpurchased portion of
the Warrants surrendered and (2) the Carryover Warrants (if any); provided that
each such new Warrant Certificate issued shall be in denominations of 1 Warrant
and integral multiples thereof;

          (vii) any other procedures that a holder must follow to accept a Black
Scholes Offer or effect withdrawal of such acceptance; and

          (viii) the name and address of the Warrant Agent.

     On the Black Scholes Payment Date, the Company shall, to the extent lawful,
(i) accept for payment Warrants tendered pursuant to the Black Scholes Offer and
(ii) deposit with the Warrant Agent money sufficient to pay the Black Scholes
Payment Amount for all Warrants (other than the Carryover Warrants (if any)) so
tendered. The Warrant Agent shall promptly mail to each holder of Warrants so
accepted payment in an amount equal to the applicable Black Scholes Payment
Amount, and the Company shall execute and issue, and the Warrant Agent shall
promptly authenticate and mail to such holder, a new Warrant Certificate equal
to (1) any unpurchased portion of the Warrants surrendered and (2) the Carryover
Warrants (if any); provided that each such new Warrant Certificate shall be
issued denominations of 1 Warrant and integral multiples thereof.

                                   ARTICLE V
                              EXCHANGE AND TRANSFER
                             OF WARRANT CERTIFICATES

     Section 5.1 Exchange and Transfer of Warrant Certificates. Upon surrender
at the corporate office of the Warrant Agent, Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided that such other Warrant Certificates evidence the same
aggregate number of Warrants as the Warrant Certificates so surrendered. The
Warrant Agent shall keep, at its corporate office, books in which, subject to
such reasonable regulations as it may prescribe, it shall register Warrant
Certificates and exchanges and transfers of outstanding Warrant Certificates,
upon surrender of the Warrant Certificates to the Warrant Agent at its corporate
office for exchange or registration of transfer, properly endorsed or
accompanied by appropriate instruments of registration of transfer and

                                      -10-



written instructions for transfer, all in form satisfactory to the Company and
the Warrant Agent. No service charge shall be made for any exchange or
registration of transfer of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer. Whenever any Warrant Certificates are so surrendered
for exchange or registration of transfer, an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or persons entitled
thereto a Warrant Certificate or Warrant Certificates duly authorized and
executed by the Company, as so requested. The Warrant Agent shall not be
required to effect any exchange or registration of transfer which will result in
the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of a Warrant. All Warrant Certificates
issued upon any exchange or registration of transfer of Warrant Certificates
shall be the valid obligations of the Company, evidencing the same obligations,
and entitled to the same benefits under this Agreement, as the Warrant
Certificate surrendered for such exchange or registration of transfer.

     Section 5.2 Treatment of Holders of Warrant Certificates. The Company, the
Warrant Agent and all other persons may treat the holder of a Warrant
Certificate as the owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.

     Section 5.3 Cancellation of Warrant Certificates. Any Warrant Certificates
surrendered for exchange, registration of transfer or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.

                                   ARTICLE VI
                          CONCERNING THE WARRANT AGENT

     Section 6.1 Warrant Agent. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.

     Section 6.2 Conditions of Warrant Agent's Obligations. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:

     (a) Compensation and Indemnification. The Company agrees promptly to pay
the Warrant Agent the compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the Warrant Agent for
reasonable out-of-pocket expenses (including counsel fees) incurred by the
Warrant Agent in connection with the services rendered

                                      -11-



hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant
Agent for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Warrant Agent,
arising out of or in connection with its acting as Warrant Agent hereunder, as
well as the costs and expenses of defending against any claim of such liability.

     (b) Agent for the Company. In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.

     (c) Counsel. The Warrant Agent may consult with counsel satisfactory to it,
and the written advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the advice of such counsel.

     (d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.

     (e) Certain Transactions. The Warrant Agent, and its officers, directors
and employees, may become the owner of, or acquire any interest in, Warrants,
with the same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may engage
or be interested in any financial or other transaction with the Company and may
act on, or as depositary, trustee or agent for, any committee or body of holders
of Warrant Shares or other obligations of the Company as freely as if it were
not the Warrant Agent hereunder.

     (f) No Liability for Interest. Unless otherwise agreed with the Company,
the Warrant Agent shall have no liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.

     (g) No Liability for Invalidity. The Warrant Agent shall have no liability
with respect to any invalidity of this Agreement or any of the Warrant
Certificates (except as to the Warrant Agent's countersignature thereon).

     (h) No Responsibility for Representations. The Warrant Agent shall not be
responsible for any of the recitals or representations herein or in the Warrant
Certificates (except as to the Warrant Agent's countersignature thereon), all of
which are made solely by the Company.

     (i) No Implied Obligations. The Warrant Agent shall be obligated to perform
only such duties as are herein and in the Warrant Certificates specifically set
forth and no implied duties or obligations shall be read into this Agreement or
the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not
be under any obligation to take any action hereunder which may tend to involve
it in any expense or liability, the payment of which within a reasonable time is
not, in its reasonable opinion, assured to it. The Warrant Agent shall not be

                                      -12-



accountable or under any duty or responsibility for the use by the Company of
any of the Warrant Certificates authenticated by the Warrant Agent and delivered
by it to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates. The Warrant Agent shall
have no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a holder
of a Warrant Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or, except as
provided in Section 8.2 hereof, to make any demand upon the Company.

     Section 6.3 Resignation and Appointment of Successor. The Company agrees,
for the benefit of the holders from time to time of the Warrant Certificates,
that there shall at all times be a Warrant Agent hereunder until all the
Warrants have been exercised or are no longer exercisable.

     (a) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided that such date
shall not be less than three months after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 6.2(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.

     (b) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged as bankrupt
or insolvent, or shall commence a voluntary case under the federal bankruptcy
laws, as now or hereafter constituted, or under any other applicable federal or
state bankruptcy, insolvency or similar law or shall consent to the appointment
of or taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Warrant Agent or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due, or
shall take corporate action in furtherance of any such action, or a decree or
order for relief by a court having jurisdiction in the premises shall have been
entered in respect of the Warrant Agent in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or similar law; or a decree or order by
a court having jurisdiction in the premises shall have been entered for the
appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant Agent
or of its property or affairs for the purpose of rehabilitation, conservation,
winding up or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent

                                      -13-



and acceptance by the successor Warrant Agent of such appointment, the Warrant
Agent shall cease to be Warrant Agent hereunder.

     (c) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.

     (d) Any corporation or other entity into which the Warrant Agent hereunder
may be merged or converted or any corporation or other entity with which the
Warrant Agent may be consolidated, or any corporation or other entity resulting
from any merger, conversion or consolidation to which the Warrant Agent, or any
corporation or other entity to which the Warrant Agent shall sell or otherwise
transfer all or substantially all the assets and business of the Warrant Agent,
shall become a party to this Agreement shall be the successor Warrant Agent
under this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

                                   ARTICLE VII
                                   DEFINITIONS

     The following terms have meanings set forth below:

     "Affiliate" of any particular Person means (1) any other Person
controlling, controlled by or under common control with such particular Person,
where "control" means the possession, directly or indirectly, of the power to
direct the management and policies of a Person whether through the ownership of
voting securities, contract or otherwise or (2) any fellow member of a "group"
with such Person (as the term "group" is used under Regulation 13D-G under the
Securities Exchange Act of 1934).

     "Black Scholes Event" shall mean (i) the acquisition in a tender offer or a
series of related tender offers of 80% or more of the Common Stock, (ii) the
acquisition of Common Stock in one or more tender offers and the subsequent
merger, within three years of any such tender offer, of the Company with the
Person (or an Affiliate or transferee of the Person) that consummated the tender
offer, (iii) the consolidation, merger or combination of the Company with
another Person (other than a Subsidiary of the Company) or (iv) a sale of all or
substantially all of the Company's assets, in each of clauses (i) through (iv)
in which any portion of the consideration paid or exchanged for Common Stock, or
into which the Common Stock is converted, consists of Other Property.

     "Black Scholes Payment Amount" shall mean the product of (1) the Black
Scholes Value multiplied by (2) a fraction, (x) the numerator of which is the
fair market value of the Other Property received in exchange for a share of
Common Stock in a Black Scholes Event taken as a

                                      -14-



whole as of the Black Scholes Event Date (as determined by an independent
investment bank of national standing selected by the Company and determined by
customary investment banking practices) and (y) the denominator of which is the
Market Price of the Qualifying Common Equity Securities as of the Black Scholes
Event Date and the fair market value as of the Black Scholes Event Date (as
determined above) of the Other Property received in exchange for a share of
Common Stock in a Black Scholes Event (such fraction referred to herein as the
"Black Scholes Proportion").

     For purposes of determining the Black Scholes Payment Amount, if holders of
Common Stock are entitled to receive differing forms or types of consideration
in any series of transactions contemplated by clauses (i) and (ii) of the
definition of "Black Scholes Event", each Warrant holder shall be deemed to have
received the same proportion of Other Property and Qualifying Common Equity
Securities that all holders of Common Stock in the aggregate elected to receive
in such series of transactions.

     "Black Scholes Payment Date" is defined in Section 4.4(b) hereof.

     "Black Scholes Value" shall mean the value of a Warrant on a Black Scholes
Event Date as determined by the board of directors of the Company immediately
prior to such Black Scholes Event (based upon the advice of an independent
investment bank of national standing selected by the Company) and shall be
determined by customary investment banking practices using the Black/Scholes
model. For purposes of calculating such amount, (1) the term of the Warrants
will be the time from the Black Scholes Event Date to the Expiration Date (or,
for purposes of the transactions described in clauses (i) and (ii) of the
definition of "Black Scholes Event", the time from the consummation of the
initial tender offer to the Expiration Date), (2) the assumed volatility will be
25%, (3) the assumed risk-free rate will equal the yield on U.S. Treasury
securities with a term comparable to the term of the Warrant (as determined
under clause (1) above) and (4) the share price for each share of Common Stock
will be the fair market value (as determined by the board of directors of the
Company immediately prior to such Black Scholes Event (based upon the advice of
an independent investment bank of national standing selected by the Company) and
determined by customary investment banking practices) of the Other Property and
Qualifying Common Equity Securities received for each share of Common Stock (or,
(a) for purposes of the transaction(s) described in clause (i) of the definition
of "Black Scholes Event", the weighted average fair market value of the Other
Property and Qualifying Common Equity Securities received for each share of
Common Stock in a series of tender offers (determined as of the date of each
tender offer) and (b) for purposes of the transactions described in clause (ii)
of the definition of "Black Scholes Event", the weighted average fair market
value of the Other Property and Qualifying Common Equity Securities received for
each share of Common Stock in each tender offer and the subsequent merger
(determined as of the date of such occurrence). For illustrative purposes only,
an example of the determination of the Black Scholes Amount is attached hereto
as Exhibit C. The example of the determination of the Black Scholes Value set
forth on Exhibit C shall not be binding on the board of directors or the
investment bank selected by the Company in their determination of Black Scholes
Value, it being understood that such investment bank's advice may result in a
different calculation of Black Scholes Value, despite using the same assumptions
set forth above.

                                      -15-



     "Carryover Warrants" shall mean, for each Warrant, that portion of such
Warrant equal to 1 minus the Black Scholes Proportion.

     "Common Stock" is defined in the preamble.

     "Expiration Date" is defined in Section 2.2 hereof.

     "Market Price" means as to any security the average of the closing prices
of such security's sales on the New York Stock Exchange, or, if there have been
no sales on such exchange on any day, the average of the highest bid and lowest
asked prices on all domestic securities exchanges at the end of such day, or, if
on any day such security is not so listed, the average of the representative bid
and asked prices quoted in the NASDAQ National Market System as of 4:00 P.M.,
New York time, on such day, or, if on any day such security is not quoted in the
NASDAQ National Market System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
NASDAQ National Market System or, if bid and asked prices for the security on
each such day shall not have been reported through the NASDAQ National Market
System, the average of the bid and asked prices for such date as furnished by
any New York Stock Exchange member firm regularly making a market in such
security selected for such purpose by the board of directors of the Company or a
committee thereof or, if no such quotations are available, the fair market value
of such security as determined by a New York Stock Exchange member firm
regularly making a market in the Common Stock selected for such purpose by the
board of directors of the Company or a committee thereof. In each such case, the
average of closing prices of such security's sales shall be averaged over a
period of 21 days consisting of the day as of which "Market Price" is being
determined and the 20 consecutive business days prior to such day; provided that
if such security is listed on any domestic securities exchange the term
"business days" as used in this sentence means business days on which such
exchange is open for trading.

     "Organic Change" is defined in Section 3.5 hereof.

     "Other Property" means any cash, property or other securities other than
Qualifying Common Equity Securities.

     "Person" means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.

     "Plan" is defined in the preamble.

     "Qualifying Common Equity Securities" means the regular common stock of the
surviving entity in a consolidation, merger, combination or the acquiring entity
in a tender offer, except that if the surviving entity or acquiring entity has a
parent corporation, it shall be the regular common stock of the parent
corporation. Notwithstanding the foregoing, for purposes of the transaction
described in clause (i) of the definition of "Black Scholes Event", the
securities described in the immediately preceding sentence shall constitute
Other Property (and not Qualifying Common Equity Securities) unless the
acquiring entity commits to consummate a merger with the Company, as promptly as
practicable after the tender offer, in which the

                                      -16-



remaining outstanding shares of Common Stock are entitled to receive the same
type and class of securities received in the preceding tender offer.

     "Warrant" is defined in the preamble.

     "Warrant Agent" is defined in the preamble.

     "Warrant Certificates" is defined in the preamble.

     "Warrant Price" is defined in Section 2.1 hereof.

     "Warrant Shares" is defined in the preamble.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     Section 8.1 Amendment. This Agreement may be amended by the Company with
the consent of the holders of a majority of the Warrants. This Agreement may
also be amended by the Company (without the consent of the holder of any Warrant
Certificate) for the purpose of curing any ambiguity, or curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or desirable; provided that
such action shall not affect adversely the interests of the holders of the
Warrant Certificates. Notwithstanding the foregoing, the Company may not
increase the Warrant Price, shorten the duration of the Warrants, or change the
securities or other property for which Warrants are exercisable without the
consent of each of the holders affected thereby.

     Section 8.2 Payments for Consent. The Company shall not directly or
indirectly pay or cause to be paid any consideration, whether by way fee or
otherwise, to any holder of any Warrants for or as an inducement to any consent,
waiver or amendment of any of the terms or provisions of this Agreement or the
Warrant Certificates unless such consideration is offered to be paid or agreed
to be paid to all holders of the Warrants which so consent, waive or agree to
amend in the time frame set forth in solicitation documents relating to such
consent, waiver or agreement.

     Section 8.3 Notices and Demands to the Company and Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by the
holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

     Section 8.4 Addresses. Any communication from the Company to the Warrant
Agent with respect to this Agreement shall be addressed to American Security
Transfer Company Limited Partnership, One East Fourth Street, 12th Floor, Room
1201, Cincinnati, Ohio 45202 and any communication from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to Chiquita Brands
International, Inc. 250 East Fifth Street, Cincinnati, Ohio 45202, Attention:
General Counsel (or such other address as shall be specified in writing by the
Warrant Agent or by the Company).

                                      -17-



     Section 8.5 Applicable Law. The validity, interpretation and performance of
this Agreement and each Warrant Certificate issued hereunder and of the
respective terms and provisions thereof shall be governed by, and construed in
accordance with, the laws of the State of New Jersey.

     Section 8.6 Obtaining of Governmental Approvals. The Company will, from
time to time, take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws which may be or become requisite in connection with the issuance,
sale, transfer, and delivery of the Warrant Shares issued upon exercise of the
Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer
and delivery of the Warrants or upon the expiration of the period during which
the Warrants are exercisable.

     Section 8.7 Persons Having Rights Under Warrant Agreement. Nothing in this
Agreement shall give to any person other than the Company, the Warrant Agent and
the holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement.

     Section 8.8 Headings. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

     Section 8.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.

     Section 8.10 Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate office of the
Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.

                                    * * * * *

                                      -18-



     IN WITNESS WHEREOF, the Company and the Warrant Agent have caused this
Agreement to be signed by their respective duly authorized officers, and their
respective corporate seals to be affixed hereunto, and the same to be attested
by their respective Secretaries or one of their respective Assistant
Secretaries, all as of the day and year first above written.

                                             CHIQUITA BRANDS INTERNATIONAL, INC.


                                             By:
                                                    ----------------------------
                                             Name:
                                                    ----------------------------
                                             Title:
                                                    ----------------------------


Attest:


- -----------------------
Title:


                                             AMERICAN SECURITY TRANSFER
                                             COMPANY LIMITED PARTNERSHIP


                                             By:
                                                    ----------------------------
                                             Name:
                                                    ----------------------------
                                             Title:
                                                    ----------------------------


Attest:


- -----------------------
Title:



                                                                       EXHIBIT A

                           FORM OF WARRANT CERTIFICATE
                          [Face of Warrant Certificate]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE TRANSFER
                     AGENT AND REGISTRAR AS PROVIDED HEREIN

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                            WARRANTS TO SUBSCRIBE FOR
                                  COMMON STOCK

             VOID AFTER 5 P.M. NEW YORK CITY TIME ON MARCH 19, 2009

                        THIS CERTIFICATE IS TRANSFERABLE

                  IN CINCINNATI, OHIO OR IN NEW YORK, NEW YORK

No. ZQ WS                                                       Warrants
                                                     ----------

     This certifies that                                   or its registered
                         ---------------------------------
assigns is the registered owner of the above indicated number of Warrants, each
Warrant entitling such owner to purchase, at any time after March 19, 2002 and
on or before 5 P.M., New York City time, on March 19, 2009, one share of Common
Stock, par value $0.01 per share (collectively, the "Warrant Shares"), of
Chiquita Brands International, Inc. (the "Company"). The exercise price for each
Warrant is initially $19.23 (the "Warrant Price"). No adjustment shall be made
for any dividends on any Warrant Shares issuable upon exercise of any Warrant,
as adjusted from time to time pursuant to the terms of the Warrant Agreement.

     The holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full in cash or by
certified check or official bank check or by bank wire transfer, in each case,
in immediately available funds, the Warrant Price for each Warrant exercised to
the Warrant Agent (as hereinafter defined) and by surrendering this Warrant
Certificate, with the purchase form on the back hereof duly executed, at the
corporate office of American Security Transfer Company Limited Partnership d/b/a
Securities Transfer Company, or its successor as warrant agent (the "Warrant
Agent"), currently at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).

     The term "holder" as used herein shall mean the person in whose name at the
time this Warrant Certificate shall be registered upon the books to be
maintained by the Company for that purpose pursuant to Section 5.1 of the
Warrant Agreement.

     Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Shares in registered form in denominations of one
Warrant Share and any integral multiples thereof. Upon any exercise of fewer
than all of the Warrants evidenced by this



Warrant Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.

     This Warrant Certificate is issued under and in accordance with that
certain Warrant Agreement, dated as of March 19, 2002 (the "Warrant Agreement")
by and between the Company and the Warrant Agent, and is subject to the terms
and provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent.

     After countersignature by the Transfer Agent and Registrar and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate office of the Warrant Agent for Warrant Certificates
representing the same aggregate number of Warrants.

     This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of the Warrant Shares.

     This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Transfer Agent and Registrar.

     Dated as of March    , 2002
                       ---

                                             CHIQUITA BRANDS INTERNATIONAL, INC.


                                             By:
                                                    ----------------------------
                                             Name:
                                                    ----------------------------
                                             Title:
                                                    ----------------------------


Attest:


- -----------------------
Title:

Countersigned:


CHIQUITA BRANDS INTERNATIONAL, INC.
   As Transfer Agent and Registrar


By:
    ---------------------
    Authorized Signature

                                       -2-



                        [Reverse of Warrant Certificate]
                      Instructions for Exercise of Warrant

     To exercise the Warrants evidenced hereby, the holder must pay in cash or
by certified check or official bank check or by bank wire transfer the Warrant
Price in full for Warrants exercised to Chiquita Brands International, Inc., c/o
Securities Transfer Company, One East Fourth Street, 12th Floor, Room 1201,
Cincinnati, Ohio 45202, which payment and/or wire transfer in immediately
available funds must specify the name of the holder and the number of Warrants
exercised by such holder. In addition, the holder must complete the information
required below and present this Warrant Certificate in person or by mail
(certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth below.

                     To Be Executed Upon Exercise of Warrant

     The undersigned hereby irrevocably elects to exercise [____________]
Warrants, evidenced by this Warrant Certificate, to purchase [____________]
shares of the Common Stock (the "Warrant Shares") of Chiquita Brands
International, Inc. and represents that he or it has tendered payment for such
Warrant Shares in cash or by certified check or official bank check or by bank
wire transfer, in each case in immediately available funds to the order of
Chiquita Brands International, Inc. c/o Securities Transfer Company, One East
Fourth Street, 12th Floor, Room 1201, Cincinnati, Ohio 45202, Attn., in the
amount of $[____________] in accordance with the terms hereof. The undersigned
requests that said Warrant Shares be in fully registered form in the authorized
denominations, registered in such names and delivered all as specified in
accordance with the instructions set forth below.

     If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.

Dated:                                      Name
       --------------------                      ------------------------

                                            Address
- ---------------------------                         ---------------------
(Insert Social Security or Other
Identifying Number of Holder)


Signature Guaranteed                        Signature
                                                       -------------------------
- ------------------------                               (Signature must conform
                                                       in all respects to name
                                                       of holder as specified on
                                                       face of this Warrant
                                                       Certificate and must bear
                                                       a signature guarantee by
                                                       a bank, trust company or
                                                       member broker of the New
                                                       York, Midwest or Pacific
                                                       Stock Exchange)



The Warrants evidenced hereby may be exercised by hand or mail at the following
address:

     Chiquita Brands International, Inc.
     c/o Securities Transfer Company
     One East Fourth Street, 12th Floor
     Room 1201
     Cincinnati, OH 45202

                                      -2-



                                   Assignment

                  [Form of Assignment To Be Executed If Holder
                 Desires To Transfer Warrants Evidenced Hereby]

     FOR VALUE RECEIVED                                hereby sells, assigns and
                        ------------------------------
transfers unto


- ------------------------------                    ------------------------------
(Please print name)                               (Please insert social security
                                                  or other identifying number)

- ------------------------------
(Address)

- ------------------------------
(City, including zip code)

the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint [_______________] Attorney, to transfer said
Warrant Certificate on the Books of the within named Company with full power of
substitution in the premises.


Dated:
       ---------------------------                     -------------------------
                                                       Signature

                                                       (Signature must conform
                                                       in all respects to name
                                                       of holder as specified on
                                                       the face of this Warrant
                                                       Certificate and must bear
                                                       a signature guarantee by
                                                       a bank, trust company or
                                                       member broker of the New
                                                       York, Midwest or Pacific
                                                       Stock Exchange)

Signature Guaranteed

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



                                                                       EXHIBIT B

If the Cashless Exercise method of purchasing Warrant Shares is elected by a
holder, the Company will issue Warrant Shares in accordance with the following
formula:

                 X=  Y(A-B)
                     ------
                        A

       where     X= the net number of Warrant Shares to be issued to the holder;

                 Y= the number of Warrant Shares requested to be
                 exercised (including the Warrant Shares evidenced by
                 the portion of the Warrant surrendered to pay the
                 Warrant Price);

                 A= the current Market Price per share of Common Stock; and

                 B= the Warrant Price.



                                                                       EXHIBIT C

 (Exhibit C illustrates a non-binding example of the determination of the Black-
    Scholes Amount. The Exhibit C originally filed with the SEC used an estimate
    of the Warrant Price. This revised Exhibit C uses the actual Warrant Price.)

                       Black-Scholes Value per Warrant /(1)/



                                         Common Stock Price
                  ---------------------------------------------------------------------
                  $10.00   $12.00   $14.39   $16.00   $18.00   $20.00   $22.00   $24.00
                  ------   ------   ------   ------   ------   ------   ------   ------
                                                       
Remaining   7.0    $1.16    $1.91    $2.99    $3.82    $4.94    $6.13    $7.38    $8.68
  Warrant   6.0     0.92     1.59     2.60     3.39     4.46     5.63     6.86     8.15
     Term   5.0     0.68     1.26     2.18     2.92     3.95     5.08     6.29     7.57
  (years)   4.0     0.45     0.92     1.73     2.42     3.39     4.49     5.67     6.93
            3.0     0.24     0.59     1.26     1.87     2.78     3.82     4.99     6.23
            2.0     0.09     0.28     0.77     1.27     2.08     3.07     4.20     5.45
            1.0     0.01     0.05     0.27     0.59     1.24     2.15     3.27     4.54


                      Black-Scholes Value per Warrant /(2)/



                                         Common Stock Price
                  ---------------------------------------------------------------------
                  $10.00   $12.00   $14.39   $16.00   $18.00   $20.00   $22.00   $24.00
                  ------   ------   ------   ------   ------   ------   ------   ------
                                                       
            7.0    $1.14    $1.88    $2.96    $3.78    $4.89    $6.08    $7.32    $8.62
Remaining   6.0     0.90     1.56     2.57     3.35     4.42     5.58     6.81     8.09
  Warrant   5.0     0.66     1.24     2.15     2.89     3.91     5.04     6.25     7.52
     Term   4.0     0.44     0.91     1.71     2.39     3.36     4.45     5.63     6.89
  (years)   3.0     0.24     0.58     1.25     1.85     2.75     3.80     4.95     6.20
            2.0     0.08     0.28     0.76     1.26     2.06     3.05     4.18     5.42
            1.0     0.01     0.05     0.27     0.59     1.23     2.13     3.25     4.52


- ----------
/(1)/ Assumes risk-free rate of 4.84%.

/(2)/ Assumes risk-free rate of 4.71%.



                      Black-Scholes Value per Warrant /(3)/



                                         Common Stock Price
                  ---------------------------------------------------------------------
                  $10.00   $12.00   $14.39   $16.00   $18.00   $20.00   $22.00   $24.00
                  ------   ------   ------   ------   ------   ------   ------   ------
                                                       
            7.0    $1.04    $1.73    $2.76    $3.55    $4.62    $5.77    $6.99    $8.26
Remaining   6.0     0.82     1.44     2.39     3.15     4.18     5.31     6.51     7.76
  Warrant   5.0     0.61     1.14     2.01     2.72     3.71     4.80     5.98     7.23
     Term   4.0     0.40     0.84     1.60     2.26     3.19     4.25     5.41     6.65
  (years)   3.0     0.22     0.54     1.17     1.75     2.62     3.64     4.78     6.00
            2.0     0.08     0.26     0.72     1.19     1.98     2.94     4.05     5.28
            1.0     0.01     0.05     0.25     0.56     1.19     2.08     3.18     4.44


                      Black-Scholes Value per Warrant /(4)/



                                            Common Stock Price
                  ---------------------------------------------------------------------
                  $10.00   $12.00   $14.39   $16.00   $18.00   $20.00   $22.00   $24.00
                  ------   ------   ------   ------   ------   ------   ------   ------
                                                       
            7.0    $1.34    $2.16    $3.33    $4.21    $5.39    $6.63    $7.92    $9.26
Remaining   6.0     1.06     1.80     2.89     3.73     4.86     6.07     7.35     8.67
  Warrant   5.0     0.78     1.42     2.42     3.21     4.29     5.47     6.72     8.03
     Term   4.0     0.52     1.04     1.92     2.65     3.67     4.81     6.04     7.33
  (years)   3.0     0.28     0.67     1.39     2.04     2.99     4.08     5.28     6.55
            2.0     0.10     0.32     0.84     1.37     2.22     3.25     4.41     5.68
            1.0     0.01     0.06     0.29     0.63     1.31     2.24     3.38     4.67


- ----------
/(3)/ Assumes risk-free rate of 4.00%.

/(4)/ Assumes risk-free rate of 6.00%.

EX-10.(B)

                                                                    Exhibit 10-b

                                  $187,100,000

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of March 27, 2003

                                      Among

                              CHIQUITA BRANDS, INC.

                             and ATCON FINANZ, INC.

                                  as Borrowers,

                               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



                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

              THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into
as of March 27, 2003 among CHIQUITA BRANDS, INC., a Delaware corporation
("CBI"), Atcon Finanz, Inc., a Delaware corporation ("Atcon") (each of CBI and
Atcon being a "Borrower" and collectively the "Borrowers"), 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, CBI, the Lender (as defined therein) and the Agent
entered into that certain Amended and Restated Credit Agreement dated as of
March 6, 2002 (as amended or otherwise modified to date, the "Amended and
Restated Credit Agreement") which amended and restated that certain Credit
Agreement dated as of March 7, 2001 (the "Original Credit Agreement") pursuant
to which (i) the Lenders have made a term loan facility available to CBI having
a current aggregate principal outstanding amount of $50,100,000 maturing on June
7, 2004 and (ii) the Lenders have provided a revolving credit facility
(including letter of credit subfacility) to CBI in an aggregate principal
amount, after giving effect to reductions made through the date hereof, not to
exceed $122,100,000 at any time outstanding;

              WHEREAS, the Borrowers desire that the Lenders increase the
principal amount of credit available to the Borrowers to $187,100,000 by adding
a new term loan in the principal amount of $65,000,000 to be provided to Atcon
to fund the German Financing (as defined herein), and the Lenders are willing to
provide the Borrowers with Loans in such amounts upon the terms and conditions
set forth herein;

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

              WHEREAS, the Borrowers, the Lenders and the Agent now desire to
amend and restate the Amended and Restated Credit Agreement to, among other
things, accomplish the matters set forth above on the terms and subject to the
conditions set forth herein.




              NOW, THEREFORE, the Borrowers, 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.

              "Account Designation Letter" shall mean a letter in the form of
Exhibit I attached hereto.

              "Accounts" shall mean all of CBI'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 CBI's sales of goods or rendition of services
made under any of CBI's trade names or styles, or through any of CBI'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 CBI with respect to any such accounts receivable or account debtors; (v)
supporting obligations (including 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 CBI'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
CBI or any Subsidiary and (B) to the collateral assignment by CBI 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 CBI 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.

                                        2



              "Affiliate" shall mean any entity which directly or indirectly
controls, is controlled by, or is under common control with, CBI or any
Subsidiary of CBI. 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 Amended and
Restated Credit Agreement and as provided in the preamble to this Credit
Agreement or any successor to Foothill.

              "Agent Bank Account" shall have the meaning given to such term in
Section 7.18(a).

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

              "Aggregate Required Lenders" shall mean, at any time, (a) if the
Existing Commitments have not been terminated, Lenders holding at least
sixty-six and two-thirds percent (66 2/3%) of the sum of the Existing
Commitments and the outstanding Term B Loans or (b) if the Existing Commitments
have been terminated, Lenders holding at least sixty-six and two-thirds percent
(66 2/3%) of the sum of the outstanding Loans and the outstanding Letter of
Credit Obligations and participation interests (including the participation
interests of the Issuing Bank in any Letters of Credit); provided, however, that
such Lenders must be in compliance with their obligations hereunder (as
determined by the Agent).

              "Aggregation Date" shall have the meaning given to such term in
Section 9.3.

              "Allocated CBII Overhead" shall mean the following overhead and
disbursements of CBII, but only to the extent that they are allocated to CBI 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 and principal, interest and other fees related to any Indebtedness.

              "Amended and Restated Credit Agreement" shall have the meaning
given to such term in the recitals to this Credit Agreement.

              "Applicable Prepayment Premium" means, as of any date of
determination, an amount equal to one-tenth of one percent (0.1%) 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 sum of the Existing Commitments and the outstanding Term B
Loans which are held by those Lenders that participate in the Qualified
Refinancing divided by the sum of all Existing Commitments and all outstanding
Term B Loans, and the amount of such Applicable

                                        3



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 March 27, 2002 performed by Daley-Hodkin Appraisal Corporation
relating to Chiquita Brands International, Inc. 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), (j) or (k) of Section 9.3,
(ii) a disposition described in clause (d) of Section 9.3 to the extent that Net
Cash Proceeds are reinvested or used as set forth therein, (iii) Specified Asset
Dispositions, (iv) a disposition described in clauses (h) or (i) of Section 9.3
to the extent that Net Cash Proceeds are reinvested or used as set forth
therein, 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 CBI or its Subsidiaries) of CBI 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.

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

              "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(g), in the form attached hereto as
Exhibit B.

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

              "Atlanta" shall mean ATLANTA Aktiengesellschaft.

              "Availability" shall mean an amount equal to the difference of (i)
the Revolving Credit Borrowing Base minus (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 CBI and the other Credit
Parties (other than members of the Chiquita Fresh German Group) 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 CBI 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 the
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

                                        4



              amount of the LIBOR Rate Loan requested by CBI 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
CBI, any Subsidiary of CBI 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" and "Borrowers" shall have the meaning given to such
terms in the preamble of this Credit Agreement.

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

              "Borrower Register" shall have the meaning given to such term in
Section 14.6(k).

              "Bring Down Date" shall have the meaning given to such term in the
introductory paragraph to Article VI.

              "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.

              "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

                                        5



$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.

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

              "CBI Guarantee" shall mean that certain Guarantee dated as of the
Closing Date made by CBI in favor of the Agent.

              "CBI Maximum Credit Line" shall mean $122,100,000 as such amount
may be reduced from time to time pursuant to and in accordance with Section 2.3
and Section 13.12.

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

              "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 directors as of the date of this Credit Agreement; (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

                                        6



outstanding Capital Stock of CBI, or (iv) CBI ceases to own directly or
indirectly one hundred percent (100%) of the issued and outstanding Capital
Stock of Atcon, Euro Sub, Atlanta, Hameico GmbH or any Secured Credit Party
(other than CBI) or Chiquita Banana Company B.V., a Netherlands company.

              "Chiquita Fresh European Group" shall mean the following Persons
and their Subsidiaries (other than members of the Chiquita Fresh German Group):

              .      Banafruta-Comercio de Bananas, LDA
              .      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 Tropical Fruit Company B.V.
              .      International Banana Ripening Company N.V.
              .      Meneu Distribucion S.A.
              .      Processed Fruit Ingredients B.V.
              .      Spiers N.V.

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

              .      "Atlanta" Handelsgesellschaft Harder & Co GmbH
              .      A. Lehmann Fruchtagentur GmbH
              .      A. Lehmann Italia S.R.L.
              .      Agenfruits S.A.
              .      Amhof Frucht GmbH
              .      ATABEL
              .      ATACRET s.r.l.
              .      Atcon
              .      ATLANTA Aktiengesellschaft
              .      Atlanta Austria Fruchthandel AG
              .      Atlanta Brasil LTDA
              .      Atlanta Bratislava
              .      Atlanta Budweis
              .      Atlanta Bulgaria GmbH
              .      Atlanta Fruchtagentur GmbH
              .      Atlanta Fruit Trade GmbH
              .      Atlanta Fruit Trade Kft Hungary
              .      Atlanta Kalisza Sp.z.o.o.
              .      Atlanta Pannonia Produktionsund Handelsges mbH
              .      Atlanta PL GmbH
              .      Atlanta Prag Immobilien, sr.o.

                                        7



              .      Atlanta Praha, Spol. Sr.o.
              .      Atlanta Spol.sr.o.
              .      Atlanta World Trade GmbH
              .      Atlantis Transportversicherung AG
              .      August Lehmann GmbH & Co. KG
              .      BFG Bremische Finanz-beteiligungs-GmbH & Co. KG
              .      Bieger Beteiligungs-GmbH
              .      Bratlanta B.V.
              .      BT Bau + Technik GmbH
              .      Direct Fruit Marketing DFM GmbH
              .      F. August Lehmann Beteiligungs-GmbH
              .      Fruchthandel Gesellschaft Scipio & Fischer mbH
              .      Fruchtunion Bieger GmbH & Co. KG
              .      Fruchtunion Duisburg GmbH
              .      FRUCHTUNION Grobhandel mit Nahrungs-und GenuBmittel Ges.mbh
              .      Fruchtunion Hamburg GmbH
              .      Fruit2 Trade AG
              .      FRUTERA Fruchthandel Cottbus GmbH
              .      Fruttexport S.r.l.
              .      FSB Frigo Service Bremen GmbH
              .      "Gemos" Assekuranz Kontor GmbH & Co.KG
              .      Habeco Bananenvertrieb GmbH
              .      Habeco-Fruchthandel GmbH
              .      Hameico Bananenvertrieb Stuttgart GmbH
              .      Hameico Berlin GmbH
              .      Hameico Bremen GmbH
              .      Hameico Dortmund GmbH
              .      Hameico Frankfurt GmbH
              .      Hameico Fruchthandel GmbH
              .      Hameico Fruchthandels-gesellschaft mbH
              .      "Hameico" Fruit Trade GmbH
              .      Hameico Hannover GmbH
              .      Hameico Koln GmbH
              .      Hameico Neunkirchen GmbH
              .      Hameico Nurnberg GmbH
              .      Harwes GmbH
              .      Heuer Internationale Speditions-Gesellschaft Hamburg mbH
              .      Heuer Internationale Speditions-Gesellschaft mbH & Co. KG
              .      Italimex S.r.l.
              .      Jos. Ahorner Ges.m.b.H.
              .      Lehmann Immobilien GmbH
              .      Leipzig-Bremer Frucht-GmbH
              .      Meneu Export S.A.
              .      Olfko Fruchthandel GmbH Regensburg
              .      Olko Fruchthandelsgesellschaft Westerland mbH
              .      Port & Timme Fruchtbeteiligungs-GmbH, Hamburg

                                        8



              .      PORTCO (Bremerhaven) GmbH, Bremerhaven
              .      Profil Werbe & Verlagsgesellschaft mbH
              .      S.A. Ets. Yves LE ROUX
              .      S.I.E.F.a.r.l.
              .      Schiffahrts-und Speditions-Gesellschaft Meyer & Co. GmbH
              .      Scipio GmbH & Co.
              .      Scipio Immobilien GmbH & Co.KG
              .      Scipio Nederland B.V.
              .      T. Port (GmbH & Co.)
              .      Uniata Union Atlantica Hortofruticola Import - Export S.L.
              .      Zentralreiferei Bremerhaven GmbH

          "Chiquita Fresh Latin American Group" shall mean the following Persons
and their 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
              .      Baninc Establishment
              .      Blue Fish Holdings Establishment/CILPAC Establishment and
                     their Subsidiaries (excluding Heaton Holdings, Ltd. and its
                     Subsidiaries)
              .      Catellia Ltd./Tropical Traders Ltd. and their Subsidiaries
              .      Chiquita International Services Group N.V./Banexpro
                     Ltd./Brundicorpi S.A. and their Subsidiaries
              .      Compania Agricola San Nicolas, S.A. and its Subsidiaries
              .      Compania La Cruz, S.A.
              .      Compania Mundimar, S.A.
              .      Conexpro Inc. Establishment and its Subsidiaries
              .      Financiera Agricola Limited
              .      Financiera Agro-Exportaciones Limitada
              .      Financiera Bananera Limitada
              .      Financiera Estrella Limited
              .      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
              .      Western Commercial International Ltd.

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

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

                                        9



              "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 31, 2003.

              "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 any or all
of the Obligations, or any portion thereof, 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).

              "Consolidated" or "consolidated" with reference to any term
defined herein, shall mean that term as applied to the accounts of CBI 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 CBI 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 CBI 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 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 CBI 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 CBI or any
Subsidiary to CBII to enable it to pay interest on CBII's Indebtedness.

                                       10



              "Consolidated Funded Debt" shall mean, as of the date of
determination, all Funded Indebtedness of CBI 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 CBI 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 CBI 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.

              "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) principal payments with respect to
Indebtedness of Indian River so long as such Indebtedness is not GAAP
Indebtedness of CBI 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 either 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 Second 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
Fee Letter, the Security Documents, the Guarantees, the Post-Closing Agreement,
the Covenant Compliance Agreement, the German Financing Documents 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.

                                       11



              "Credit Parties" shall mean the Borrowers 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.

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

              "Documents" shall have the meaning given to such term in Section
14.19.

              "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 CBI'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 CBI 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 CBI then outstanding, to the extent of such excess; or

              (v)      (A) the account debtor is also a creditor of CBI, to the
extent of the amount owed by CBI 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
CBI, 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

                                       12



              (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

              (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 CBI 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 CBI from CBII or any
Affiliate of CBI;

              (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 CBI'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 CBI 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 CBI has complied to Agent's satisfaction); or

                                       13



              (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 CBI shall request and that the Agent approves in
advance, in writing and in its reasonable judgment.

              "Equity Issuance" shall mean any issuance by CBI or any of its
Subsidiaries to any Person other than to CBI or any of its Subsidiaries or any
direct or indirect parent of CBI of (a) shares of its Capital Stock, (b) any
shares of its Capital 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 CBI or any Subsidiary
of CBI; (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 CBI or any Subsidiary of CBI; and
(iii) member of the same affiliated service group (within the meaning of Section
414(m) of the Internal Revenue Code) as CBI or any Subsidiary of CBI, any
corporation described in clause (i) above, or any partnership or trade or
business described in clause (ii) above.

              "Euro Sub" shall mean Scipio Immobilien GmbH & Co. KG.

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

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

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

              "Exempt Assignment" shall have the meaning given to such term in
Section 14.6(c).

              "Existing Commitment" of any Lender means the amount set forth
opposite such Lender's name as its "Existing Commitment" 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.

              "Existing Lender" shall mean each of the Lenders with an Existing
Commitment of greater than zero and their respective successors and assigns.

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

              "Existing Loans" shall mean the Revolving Loans and the Original
Term Loans.

                                       14



              "Existing 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 sum of all Existing Commitments or (ii) if all the Existing
Commitments have been terminated, the outstanding Original Term Loans, Revolving
Loans and participation interests (including the participation interests of the
Issuing Bank in any Letters of Credit).

              "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 second amended and restated letter
agreement, dated as of the date hereof, among the Agent, Atcon and CBI regarding
the fees to be paid by CBI and Atcon 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.

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

              "Foreign Currency Exchange Agreement" shall mean any foreign
currency exchange agreement, hedging agreement, cap, collar or similar agreement
entered into between one or more Credit Parties and any Lender or an affiliate
of any Lender.

              "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

                                       15



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.

              "Funding Losses" shall have the meaning given to such term in
Section 4.8(b)(ii).

              "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.

              "German Acquisition" shall mean the transactions described on
Schedule 1.1F.

              "German Collateral" shall mean any and all assets and rights and
interests in or to property pledged by one or more members of the Chiquita Fresh
German Group from time to time as security for any or all of the obligations
owing in respect of any or all of the German Financing.

              "German Financing" shall mean the Term B Loans and the loans
evidenced by the German Notes.

              "German Financing Documents" shall mean the German Notes, the
German Pledge Agreements, and each other pledge agreement, security agreement,
mortgage or other document, instrument or agreement pursuant to which one or
more Persons grant a lien on any or all of their assets to secure any or all of
the German Financing.

              "German Notes" shall mean (i) that certain promissory note dated
the Closing Date made by Euro Sub to Atcon in the original principal amount of
$65,000,000 and (ii) that certain promissory note dated the Closing Date made by
Atlanta to Euro Sub in the original principal amount of $65,000,000.

              "German Pledge Agreements" shall mean each pledge agreement or
similar agreement pursuant to which the equity, membership interests or
partnership interests, or the equivalent thereof, of any Person (other than
Atcon) that is, now or in the future, a member of the Chiquita Fresh German
Group is pledged to secure any or all of the German Financing.

              "Government Acts" shall have the meaning given to such term in
Section 3.8(a).

                                       16



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

              "Guarantees" shall mean the CBI Guarantee, those certain
Guarantees 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 or any portion thereof.

              "Guarantors" shall mean CBI in its capacity as a guarantor of
Acton's obligations, each of those Persons listed on Schedule 6.9 hereto as a
Guarantor, each of those Persons that executes a Joinder Agreement to a
Guarantee after the Closing Date and each other Person which unconditionally
guarantees any or all of the Obligations.

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

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

              "Hedging Agreements" 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.

              "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

                                       17



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 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 CBI, 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 plus (ii) CBI'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

                                       18



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) CBI 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 CBI and any Lender or any affiliate of a Lender.

              "Internal Revenue Service" 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 CBI's inventory, including without
limitation, (i) all raw materials, work in process, parts, components,
assemblies, supplies and materials used or consumed in CBI'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 CBI.

              "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 CBI 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

                                       19



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
CBI.

              "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.

              "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 CBI 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 CBI 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 CBI and its Subsidiaries (other than CPF and
its Subsidiaries) on that date to (ii) Consolidated EBITDA for the four quarters
ending on such date.

                                       20



              "Liabilities" shall have the meaning given to such term in Section
2.10.

              "LIBOR Deadline" shall have the meaning given to such term in
Section 4.8(b)(i).

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

              "LIBOR Option" shall have the meaning given to such term in
Section 4.8(a).

              "LIBOR Rate" means, for each Interest Period for each LIBOR Rate
Loan, the rate per annum determined by the 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 an
Original Term Loan that bears interest at a rate determined by reference to the
LIBOR Rate.

              "Lien" 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 given to such term in
Section 2.5.

              "Material Adverse Change" shall mean (a) a change in the business,
operations, assets, liabilities or condition (financial or otherwise) of CBI 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 CBI 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 CBI 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 $187,100,000, as such amount may be
reduced from time to time pursuant to and in accordance with Section 2.3 and
Section 13.12.

                                       21



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

              "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 CBI, any Subsidiary of CBI or any
ERISA Affiliate or (ii) with respect to which CBI or any Subsidiary of CBI may
incur any liability.

              "Net Cash Proceeds" shall mean the aggregate cash proceeds and
Cash Equivalents received by CBI 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
consideration received by CBI or the applicable Subsidiary in any Asset
Disposition, Specified Asset Disposition or Equity Issuance.

              "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 either of the
Borrowers, or to others for the account of either of the Borrowers, 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
CBI 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 CBI'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 CBI 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/or the other Credit Documents, the liability of either
Borrower 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 (including CBI's and the
other Guarantors' guaranty of the Term B Loans), or arising under any guaranty,
endorsement or undertaking which the Agent or any Lender may make or issue to
others for the

                                       22



account of either Borrower pursuant to this Credit Agreement, including any
accommodation extended with respect to applications for Letters of Credit, all
liabilities and obligations owing from either 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, and all liabilities and obligations owing from
either Borrower arising under one or more Foreign Currency Exchange Agreements.

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

              "Orderly Liquidation Value" shall mean the value of the trademarks
and related rights owned by CBI, as set forth in the Appraisal.

              "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 Credit Parties" shall mean the Persons which were
"Credit Parties" as defined in the Original Credit Agreement on the Original
Closing Date.

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

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

              "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. Section499.

              "Participant Register" shall have the meaning given to such term
in Section 14.6(l).

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

              "Permitted Acquisitions" shall mean the German Acquisition or 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 (or if such
acquisition is consummated by one or more members of the Chiquita Fresh German
Group, the Acquired Company shall be an operating company that engages in a line
of business substantially similar to the business, and in substantially the same
geographic area, that one or more members of the

                                       23



Chiquita Fresh German Group engaged in on the 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) CBI shall have delivered to the Agent a pro forma compliance certificate
demonstrating that, upon giving effect to such Acquisition on a pro forma basis,
CBI 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)
CBI 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, CBI, 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 CBI and
its Subsidiaries (including without duplication, GAAP Indebtedness owing under
the Credit Documents and GAAP Indebtedness of Excluded Entities, but excluding
Indebtedness owing by CBI 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 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 CBI 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 CBI 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:

                                       24



              (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)
incurred after the Original Closing Date by CBI 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 CBI 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)      (a) 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 and (b) Indebtedness consisting
of the German Financing;

              (vi)     unsecured Indebtedness owing to CBI or a Subsidiary by
CBI 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 CBI 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) 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 German Group as long as (i) such Indebtedness is non-recourse to CBI and
each of its Subsidiaries which is not a member of the Chiquita Fresh German
Group, and (ii) such Indebtedness, when added to the aggregate principal amount
of all other Indebtedness of the members of the Chiquita Fresh German Group
(other than Indebtedness incurred pursuant to the German Financing and
Indebtedness described in clause (vi) above or described on Schedule 1.1D), is
in an aggregate outstanding principal amount not to exceed $1,000,000 at any
time and is otherwise not

                                       25



prohibited by any document or instrument to which one or more members of the
Chiquita Fresh German Group is a party;

              (ix)     Indebtedness of Persons who are members of the Chiquita
Fresh Latin American Group as long as (i) such Indebtedness is non-recourse to
CBI 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;

              (x)      Indebtedness of GWF and its Subsidiaries as long as (i)
such Indebtedness is non-recourse to CBI 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;

              (xi)     Indebtedness of CPF and its Subsidiaries as long as (i)
such Indebtedness is non-recourse to CBI 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;

              (xii)    Indebtedness of Frupac or its Subsidiaries as long as (i)
such Indebtedness is non-recourse to CBI 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;

              (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 CBI to finance the payment of insurance
premiums; and

              (xv)     such other Indebtedness as the Aggregate Required Lenders
in their sole and absolute discretion approve in writing; provided, however, if
such other Indebtedness involves solely the Chiquita Fresh German Group, then
such other Indebtedness shall not require

                                       26



the approval of the Aggregate Required Lenders, but shall require the approval
in writing, in their sole discretion, of the Term B Required Lenders.

              "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 CBI 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, CBI
or any of CBI's 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 $15,000,000 less any Qualified Investments
made by Persons pursuant to clause (viii) below;

              (viii)   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 German Group (or
Persons which are Wholly-Owned Subsidiaries of such members of the Chiquita
Fresh German Group), as long as the aggregate outstanding amount thereof (A)
does not exceed (1) at all times prior to May 30, 2003, $15,000,000 or (2) at
all times thereafter, $10,000,000 and (B) when added to the aggregate
outstanding amount of Qualified Investments made by Persons pursuant to clause
(vii) above, does not exceed $15,000,000;

                                       27



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

              (x)      Qualified Investments made by Persons who are members of
the Chiquita Fresh German Group in or to one or more Persons who are, as of the
Closing Date, members of the Chiquita Fresh German Group (or Persons which are
Wholly-Owned Subsidiaries of such members of the Chiquita Fresh German Group);

              (xi)     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;

              (xii)    Qualified Investments (other than those permitted
pursuant to clause (vii) or (ix) 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 $10,000,000 at any
one time;

              (xiii)   Qualified Investments (other than those permitted
pursuant to clause (viii) or (x) above) made by Persons who are members of the
Chiquita Fresh German Group as long as the aggregate outstanding amount thereof
made after the Closing Date does not exceed $1,000,000 at any one time;

              (xiv)    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;

              (xv)     Investments made at a time when no Event of Default has
occurred and is continuing (A) (other than by Excluded Entities or one or more
members of the Chiquita Fresh German Group) in independent growers in the
ordinary course of business as long as the aggregate outstanding balance thereof
does not exceed $10,000,000 at any time or (B) by one or more members of the
Chiquita Fresh German Group in independent growers in the ordinary course of
business as long as the aggregate outstanding balance thereof does not exceed
$2,000,000 at any time;

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

              (xvii)   Loans made by CBI 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;

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

                                       28



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

              (xx)     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);

              (xxi)    Investments described on Schedule 9.3A;

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

              (xxiii)  such other Investments as the Aggregate Required Lenders
in their sole discretion approve in writing; provided, however, if such other
Investments involve solely the Chiquita Fresh German Group, then such other
Investments shall not require the approval of the Aggregate Required Lenders,
but shall require the approval in writing, in their sole discretion, of the Term
B Required Lenders;

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

              (xxv)    advances consisting of the payment of insurance premiums
by CBI on insurance policies that insure CBI and one or more Subsidiaries,
Excluded Entities or CBII, as long as each such advance is repaid to CBI 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;

              (xxvi)   advances consisting of payment of insurance claim
deductibles and self-insured retentions by CBI on liability insurance policies
that insure CBI and one or more Subsidiaries, Excluded Entities or CBII,
provided (a) each such advance is repaid to CBI 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;

              (xxvii)  indemnity obligations incurred by CBI 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 CBI in compliance with
such indemnity obligation is repaid to CBI 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 CBI shall be Letters of Credit; and (c) the aggregate amount of the
indemnity obligation of CBI shall not exceed $3,000,000 for Subsidiaries (other
than Secured Credit Parties), Excluded Entities or CBII for any given annual
policy year;

              (xxviii) Investments made in or to Excluded Entities or
Exportadora Chiquita-ENZA Chile Limitada (other than those made by an Excluded
Entity) as long as (a) all such Investments made after March 6, 2002, do not
exceed $3,000,000 in the aggregate at any time

                                       29



outstanding and (b) at the time of any such Investment (i) no Event of Default
shall have occurred and be continuing and (ii) the sum of Availability plus CBI
and its Subsidiaries' (other than any Excluded Entity's) unrestricted cash and
Cash Equivalents shall be equal to at least $65,000,000; and

              (xxix)   Investments made in or to any newly formed or newly
acquired Subsidiary or to an Inactive Subsidiary that is ceasing to be an
Inactive Subsidiary where such Subsidiary has not yet signed applicable Joinder
Agreements, Security Agreements, Guaranty Agreements or Pledge Agreements if
required by the terms of this Agreement, provided, however, that (i) notice was
provided to the Agent within sixty (60) Business Days after such Subsidiary was
formed or acquired or ceased to be an Inactive Subsidiary and (ii) all such
Investments shall not exceed $500,000 per Subsidiary and $1,000,000 in the
aggregate at any time outstanding;

              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), (xxv), (xxvi), (xxvii) or
(xxviii) above); (ii) Investments made in or to an Excluded Entity (other than
Investments permitted pursuant to clauses (iii), (xvii), (xix), (xxv), (xxvi),
(xxvii), or (xxviii) above and Investments made by an Excluded Entity); (iii)
Investments (other than as described in clause (xxii), (xxv), (xxvi) or (xxvii)
above) made in or to CBII or any Subsidiary of CBII which is not CBI or a
Subsidiary of CBI; and (iv) investments in or to CTP other than those permitted
pursuant to clause (xxiv) 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;

              (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 CBI by appropriate proceedings, provided
that in any such case an adequate reserve is being maintained by CBI 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);

                                       30



              (vi)     Liens for taxes, assessments or other governmental
charges not yet due and payable or which are being diligently contested in good
faith by CBI or the applicable Subsidiary charged with such Lien by appropriate
proceedings, provided that in any such case an adequate reserve is being
maintained by CBI 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 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), and as long as the applicable Indebtedness is permitted pursuant to
clause (d)(x), (d)(xi), (d)(xii) or (d)(xiii) 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 definition of Permitted Indebtedness; and

              (xiii)   such other Liens as the Aggregate Required Lenders in
their sole and absolute discretion approve in writing; provided, however, if
such other Liens involve solely the Chiquita Fresh German Group, then such other
Liens shall not require the approval of the Aggregate Required Lenders, but
shall require the approval in writing, in their sole discretion, of the Term B
Required Lenders.

              "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 caused
thereby); (ii) the average Availability plus CBI'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

                                       31



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 CBI to CBII
which is protected by an appropriate court order which is acceptable to the
Agent and the Existing 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.

              "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.

              "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, (iii)
the German Pledge Agreements, and (iv) each other agreement (other than a
Security Agreement) pursuant to which the equity of any Person is pledged to the
Agent to secure any of 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 any of the
Obligations.

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

              "Portfolio Sale" shall have the meaning given to such term in
Section 14.6(c).

              "Post-Closing Agreement" shall mean that certain Post-Closing
Agreement, dated as of the date hereof, among the Borrowers and the Agent.

              "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 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 Loan that bears interest
at a rate determined by reference to the Prime Rate.

              "Pro Rata Share" of any (i) Existing Lender means a fraction, the
numerator of which is such Existing Lender's Existing Commitment and the
denominator of which is the sum of all Existing Lenders' Existing Commitments;
provided, however, in the event that all Existing

                                       32



Commitments have been terminated or reduced to zero, Pro Rata Share shall be
determined according to the Existing Commitments in effect immediately prior to
such termination and (ii) Term B Lender means a fraction, the numerator of which
is such Term B Lender's Term B Loan Commitment and the denominator of which is
the sum of all Term B Lenders' Term B Loan Commitments; provided, however, that
after each Term B Lender has funded its portion of the Term B Loans, Pro Rata
Share of any Term B Lender shall mean a fraction, the numerator of which is such
Term B Lender's outstanding Term B Loans and the denominator of which is the sum
of all outstanding Term B Loans.

              "Process Agent" shall have the meaning given to such term in
Section 14.3.

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

              "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 CBI and its Subsidiaries (provided, however, that
Investments in an aggregate amount not to exceed $3,000,000 per fiscal year may
be made in Persons without regard to this clause (ii) as long as such
Investments otherwise are "Qualified Investments"); (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 (xi), (xii), (xiii)
or (xiv) of the definition of Permitted Investments, it is made when CBI,
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.

              "Rating Agencies" shall have the meaning given to such term in
Section 2.10.

              "Register" shall have the meaning given to such term in Section
14.6(f).

              "Registered Loan" shall have the meaning given to such term in
Section 2.5(b).

              "Registered Note" shall have the meaning given to such term in
Section 2.5(b).

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

              "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.

                                       33



              "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 CBI 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 CBI or any of its Subsidiaries now or
hereafter outstanding by CBI 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 CBI or any
of its Subsidiaries now or hereafter outstanding, or (iv) any payment to any
Affiliate of CBI 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
CBI Maximum Credit Line less the principal balance of then outstanding Original
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).

              "Sale Leaseback Transaction" shall have the meaning given to such
term in Section 9.13.

              "Secondary Transactions" shall mean the transactions described on
Schedule 1.1G hereto, as long as at all times that such transactions are being
consummated, Availability is at least $65,000,000.

              "Secured Credit Parties" shall mean each Credit Party (other than
any member of the Chiquita Fresh German Group) which is also a party to a
Security Agreement.

              "Securitization" shall have the meaning given to such term in
Section 2.10.

              "Securitization Party" shall have the meaning given to such term
in Section 2.10.

              "Security Agreements" shall mean (i) the Security Agreement dated
as of the Original Closing Date between the Agent, CBI 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 Closing Date, as amended, by and among

                                       34



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 secure any or all
of 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 either of the Borrowers.

              "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 CBI); provided however, that neither Indian River nor
Heaton Holdings Ltd., a Cayman Islands company, shall constitute a Subsidiary of
CBI or any of its Subsidiaries, unless such entity is consolidated with CBI 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.

              "Term B Lender" shall mean each of the Lenders holding outstanding
Term B Loans or with a Term B Loan Commitment greater than zero and their
respective successors and assigns.

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

              "Term B Loan Commitment" of any Lender means the amount set forth
opposite such Lender's name as its "Term B Loan Commitment" on Schedule 1.1A.

                                       35



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

              "Term B Required Lenders" shall mean, at any time, Term B 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 the outstanding Term B Loans.

              "Term Loans" shall mean the Original Term Loans and/or the Term B
Loans.

              "Term Loan Notes" shall mean the Original Term Loan Notes and the
Term B Loan Notes.

              "Termination Event" shall mean (i) a Reportable Event with respect
to any Benefit Plan or Multiemployer Plan; (ii) the withdrawal of CBI, any
Subsidiary of CBI 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
CBI, any Subsidiary of CBI 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 CBI and CIL.

              "Trademark Note" shall mean that certain Promissory Note executed
by CIL in favor of CBI 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.

              "UCP" shall have the meaning given to such term in Section 3.7.

              "Unallocated CBII Overhead" shall mean the following overhead and
disbursements of CBII, but only to the extent that they are not otherwise
allocated to CBI and its consolidated Subsidiaries: consulting fees and
expenses, 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.

                                       36



              "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 CBI.

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

              "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 consolidated financial
statements of CBI dated as of September 30, 2000, 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 CBI is in compliance with the financial covenants
based upon GAAP as in effect as of the date of the consolidated financial
statements of CBI dated as of September 30, 2000. If CBI 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.

       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

                                       37



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 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 Existing Lenders severally agrees to lend to CBI at any time or from time
to time on or after the Closing Date and before the Maturity Date, such Existing
Lender's Pro Rata Share of the Revolving Credit Committed Amount as may be
requested or deemed requested by CBI.

              (b)      Determination of Revolving Credit Borrowing Base.

                       (i)    Each of the Existing Lenders severally agrees,
              subject to the terms and conditions of this Credit Agreement, from
              time to time, to make loans and advances to CBI hereunder on a
              revolving basis. Such loans and advances to CBI (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 the Insurance
                       Premium Block then in place;

                              (B)    twenty-five percent (25%) of the Orderly
                       Liquidation Value minus the aggregate amount of the
                       Insurance Premium Block 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 Orderly
                              Liquidation Value, minus

                                       38



                                     (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,
                              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 the Insurance
                              Premium Block then in place; or

                              (D)    the amount equal to Consolidated EBITDA of
                       CBI and its Subsidiaries (other than CPF and its
                       Subsidiaries) as of the most recently completed twelve
                       month fiscal 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
                       Original Term Loans and (2) the aggregate amount of the
                       Insurance Premium Block 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 CBI and the Existing Lenders. Each Existing Lender expressly
              authorizes the Agent to determine, subject to the terms of this
              Credit Agreement, on behalf of such Existing Lender whether or not
              Accounts shall be deemed to constitute Eligible Accounts
              Receivable.

                       (ii)   No Existing Lender shall be obligated at any time
              to make available to CBI 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 Original Term
              Loans then outstanding would exceed such Existing Lender's
              Existing Commitment at such time. No Existing Lender shall be
              obligated to make available, nor shall the Agent make available,
              any Revolving Loans to CBI 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. CBI shall promptly repay to the Agent for
              the account of the Existing 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.

                                       39



              (c)      Revolving Notes. The obligations to repay the Revolving
Loans and to pay interest thereon shall be evidenced by separate promissory
notes of CBI to each Existing 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 Existing Lender in a principal
amount equal to such Existing Lender's Pro Rata Share of the Revolving Credit
Committed Amount and representing the obligations of CBI to pay such Existing
Lender the amount of such Existing Lender's Pro Rata Share of the Revolving
Credit Committed Amount or, if less, the aggregate unpaid principal amount of
all Revolving Loans made by such Existing Lender hereunder, plus interest
accrued thereon, as set forth herein. CBI irrevocably authorizes each Existing
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
Existing Lender's Revolving Note or record shall be prima facie evidence of the
principal amount thereof owing and unpaid to such Existing 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 CBI 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 CBI to the Agent (a "Notice of Borrowing"),
       given not later than 11:00 a.m. New York City time 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 CBI that it has
       complied in all respects with Article V, 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 CBI. CBI 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.

                       (ii)   The Agent shall give to each Existing Lender
       prompt notice (but in no event later than 2:00 p.m. New York City time on
       the date of the Agent's receipt of notice from CBI) 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)(iii)
       below). No later than 3:00 p.m. New York City time on the date on which a
       borrowing is requested to be made pursuant to the applicable Notice of
       Borrowing, each Existing 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
       Existing Lender prior to the date of borrowing that such Existing Lender
       does not intend

                                       40



       to make available to the Agent its portion of the borrowing to be made on
       such date, the Agent may assume that such Existing 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 Existing Lender. Upon fulfillment of the
       conditions set forth in Article V for such borrowing, the Agent will make
       such funds available to CBI at the account specified by CBI in such
       Notice of Borrowing.

                       (iii)  Because CBI 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 Existing Lenders, the Existing Lenders hereby instruct the
       Agent, and the Agent may (but is not obligated to) (A) make available, on
       behalf of the Existing Lenders, the full amount of all Revolving Loans
       requested by CBI not to exceed $20,000,000 in the aggregate at any one
       time outstanding without requiring that CBI give the Agent a Notice of
       Borrowing with respect to such borrowing and without giving each Existing
       Lender prior notice of the proposed borrowing, of such Existing 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 CBI, 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 CBI 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 CBI 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 Existing 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 Existing Lenders, as provided in the immediately preceding
       sentence, the amount of outstanding Revolving Loans and each Existing
       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. New York City time 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
       Existing 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
       Existing Lenders prior to 12:00 Noon New York City time on any Business
       Day each Existing Lender shall make the transfers described in the next
       succeeding sentence no later than 3:00 p.m. New York City time on the day
       such summary statement was sent; and if such summary statement is sent by
       the Agent and received by the Existing Lenders after 12:00

                                       41



       Noon New York City time on any Business Day, each Existing Lender shall
       make such transfers no later than 3:00 p.m. New York City time on the
       next succeeding Business Day. If in any Settlement Period, the amount of
       an Existing Lender's Pro Rata Share of the Revolving Loans is in excess
       of the amount of Revolving Loans actually funded by such Existing Lender,
       such Existing 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 an Existing 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 Existing Lender, the Agent
       shall forthwith transfer to such Existing Lender by wire transfer in
       immediately available funds the amount of such difference. The obligation
       of each of the Existing 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 Existing 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 Existing
       Lenders may be advancing and/or may be repaid Revolving Loans prior to
       the time when the Existing Lenders will actually advance and/or be repaid
       Revolving Loans, interest with respect to Revolving Loans shall be
       allocated by the Agent to each Existing Lender (including the Agent) in
       accordance with the amount of Revolving Loans actually advanced by and
       repaid to each Existing 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 CBI in accordance with Section 2.4 or
       actually settled by the applicable Existing Lender as described in this
       Section 2.1(d)(iii).

                       (iv)   If the amounts described in subsection (d)(i),
       (d)(ii) or (d)(iii) of this Section 2.1 are not in fact made available to
       the Agent by an Existing Lender (such Existing Lender being hereinafter
       referred to as a "Defaulting Lender") and the Agent has made such amount
       available to CBI, 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 CBI and CBI
       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 CBI,
       (A) interest on such corresponding amount in respect of each day from the
       date such corresponding amount was made available by the Agent to CBI 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 CBI, 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 Existing Lender
       from its obligation to fulfill its commitments hereunder or to prejudice
       any rights which CBI may have against any Existing Lender as a result of
       any default by such Existing Lender hereunder, including, without
       limitation, the right of CBI to seek reimbursement

                                       42



       from any Defaulting Lender for any amounts paid by CBI under clause (B)
       above on account of such Defaulting Lender's default.

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

                       (vi)   Each Existing 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 Existing Lender funded such
       Revolving Loan to, but excluding, the date on which such Existing Lender
       is repaid with respect to such Revolving Loan.

                       (vii)  Notwithstanding the obligation of CBI 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 CBI whether or not written confirmation is
       sent by CBI 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 CBI or its agents. The Agent's records of the terms of
       any telephonic Notices of Borrowing shall be conclusive on CBI in the
       absence of gross negligence or willful misconduct on the part of the
       Agent in connection therewith.

       2.2    TERM LOANS.

              (a)      Original Term Loan. As of the date hereof, the aggregate
outstanding principal amount of the Original Term Loans is $50,100,000. Once
Term Loans are paid or prepaid, they may not be reborrowed.

              (b)      Amount of Term B Loans. Subject to the terms and
conditions hereof and in reliance upon the representations and warranties set
forth herein, each Term B Lender severally agrees to make available to Atcon on
the Closing Date term loans in Dollars (each a "Term B Loan" and collectively
the "Term B Loans") equal to such Term B Lender's Pro Rata Share of $65,000,000
for the purposes hereinafter set forth. Once Term B Loans are paid or prepaid,
they may not be reborrowed.

              (c)      Funding of Term B Loans. Not later than Noon New York
City time on March 28, 2003, each Term B Lender will make available to the Agent
for the account of Atcon, at the office of the Agent in funds immediately
available to the Agent, the amount of such Term B Lender's Pro Rata Share of
$65,000,000. Atcon hereby irrevocably authorizes the Agent to disburse the
proceeds of the Term B Loans in immediately available funds by wire transfer as
directed by Atcon in writing.

                                       43



              (d)      Repayment of Original Term Loans and Term B Loans. The
principal amount of the Original Term Loans shall be repaid in consecutive
monthly payments on the first day of each calendar month; such payments
commenced with the first day of October, 2002 and shall continue until the
Original Term Loans are repaid in full. The amount of each such payment on the
Original Term Loans (other than the final payment) shall equal $1,250,000. In
addition to the other payments of the principal amount of Term B Loans required
hereunder, a portion of the principal amount of the Term B Loans shall be repaid
in an amount equal to $3,000,000 not later than December 31, 2003. If not sooner
repaid, the principal amount of the Term Loans shall be repaid in full on the
Maturity Date.

              (e)      Term Notes. The obligations to repay the Original Term
Loans and to pay interest thereon shall be evidenced by separate promissory
notes of CBI to each applicable Lender in substantially the form of Exhibit C-2
attached hereto (the "Original Term Loan Notes"), with appropriate insertions,
one Original Term Loan Note being payable to the order of each Existing Lender
in a principal amount equal to such Existing Lender's Pro Rata Share of the
Original Term Loans and representing the obligations of CBI to pay such Existing
Lender the amount of such Existing Lender's Pro Rata Share of the Original Term
Loans or, if less, the aggregate unpaid principal amount of the Original Term
Loans made by such Existing Lender hereunder, plus interest accrued thereon, as
set forth herein. The obligations to repay the Term B Loans and to pay interest
thereon shall be evidenced by separate promissory notes of Atcon to each Term B
Lender in substantially the form of Exhibit C-3 attached hereto (the "Term B
Loan Notes"), with appropriate insertions, one Term B Loan Note being payable to
the order of each Term B Lender in a principal amount equal to such Term B
Lender's Pro Rata Share of the Term B Loans and representing the obligations of
Atcon to pay such Term B Lender the amount of such Term B Lender's Pro Rata
Share of the Term B Loans or, if less, the aggregate unpaid principal amount of
the Term B Loans made by such Lender hereunder, plus interest accrued thereon,
as set forth herein. Each Borrower irrevocably authorizes each applicable Lender
to make or cause to be made appropriate notations on its Term Loan Notes, 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 Notes
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 Borrowers 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
Borrowers 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. Amounts prepaid on Existing
Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then
to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments
on the Original Term Loans shall not be permitted unless, immediately prior to
such prepayment, the sum of the Existing Commitments are equal to the then
outstanding principal amount of the Original Term Loans. All voluntary
prepayments of the Original Term Loans shall be applied to the remaining
principal installments thereof in the inverse order of maturity thereof. No

                                       44



voluntary prepayments of the Term B Loans shall be permitted unless all
obligations under the Original Term Loans have been paid in full and no
Revolving Loans are outstanding. The Borrowers have 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
Borrowers have sent a notice of termination pursuant to the provisions of this
section, then the Existing Commitments shall terminate and the Borrowers shall
be obligated to repay the Obligations (including either (i) providing cash
collateral to be held by the 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, the Borrowers, jointly and severally, shall pay the Applicable
Prepayment Premium to the Agent (which may be allocated based upon letter
agreements between Agent and individual Lenders).

              (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, CBI 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, CBI or Atcon, as the case may
       be, shall prepay the Loans (in the case of CBI) or the Term B Loans (in
       the case of Atcon) 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 (vi) below).

                                       45



                       (iii)   Asset Transfers. Promptly, and in any event
       within one (1) day following the occurrence of any Asset Disposition, CBI
       or Atcon, as the case may be, shall prepay the Loans (in the case of CBI)
       or the Term B Loans (in the case of Atcon) in an aggregate amount equal
       to one hundred percent (100%) of the Net Cash Proceeds of 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 (vi) below).
       Promptly, and in any event within one (1) day following the occurrence of
       any Specified Asset Disposition, CBI or Atcon, as the case may be, shall
       prepay the Loans (in the case of CBI) or the Term B Loans (in the case of
       Atcon) 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 (vi) below).

                       (iv)   Issuances of Equity and Payments with respect to
       Trademarks. Promptly, and in any event within five (5) days following the
       receipt by either of the Borrowers of Net Cash Proceeds from any Equity
       Issuance occurring after the Original Closing Date, CBI or Atcon, as the
       case may be, shall prepay the Loans (in the case of CBI) or the Term B
       Loans (in the case of Atcon) 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 (vi) 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, CBI 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 (vi) 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)    Intercompany Loan Payments. Promptly, and in any
       event within one (1) Business Day following payment of principal on a
       German Note, Atcon shall prepay the Term B Loans in an amount equal to
       the payment on such German Note.

                       (vi)   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 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 Sections 2.3(b)(ii)-(iii) in connection with
                       an Asset Loss, Asset Disposition or Specified Asset
                       Disposition, (other than an Asset Loss, Asset Disposition
                       or Specified Asset Disposition by any member of the
                       Chiquita Fresh

                                       46



                       German Group) (1) first to the Original Term Loans, to be
                       applied to the remaining principal installments thereof
                       in the inverse order of maturity, (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 (3) third to the Term B Loans;

                              (C)    with respect to all amounts prepaid
                       pursuant to Sections 2.3(b)(ii)-(iii) in connection with
                       an Asset Loss, Asset Disposition or Specified Asset
                       Disposition by any member of the Chiquita Fresh German
                       Group, to the Term B Loans;

                              (D)    with respect to all amounts prepaid
                       pursuant to Section 2.3(b)(iv) (other than an Equity
                       Issuance by any member of the Chiquita Fresh German
                       Group), unless CBI 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, (2) second to the Original Term Loans, to be
                       applied pro rata to the remaining principal installments
                       thereof in the inverse order of maturity and (3) third to
                       the Term B Loans; and

                              (E)    with respect to all amounts prepaid
                       pursuant to Section 2.3(b)(iv) in connection with an
                       Equity Issuance by any member of the Chiquita Fresh
                       German Group, to the Term B Loans.

              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 CBI 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)(vi) (other than pursuant to Section
              2.3(b)(vi)(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) unless the funds applied pursuant to this Section
              2.3(b)(vi) were applied to Term B Loans, each Existing Lender's
              Existing Commitment shall be reduced by its Pro Rata Share of the
              amount so applied and the CBI Maximum Credit Line shall be reduced
              by the amount so applied.

              (c)      Voluntary Reductions. The Borrowers may from time to time
permanently reduce or terminate the Maximum Credit Line and/or the CBI Maximum
Credit Line (and upon each reduction of the CBI Maximum Credit Line, the Maximum
Credit Line shall also be reduced by the amount of such reduction in the CBI
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 Existing Commitment) 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

                                       47



(i) Original Term Loans to exceed the CBI Maximum Credit Line, (ii) Term B Loans
to exceed the difference of (A) the Maximum Credit Line and (B) the CBI Maximum
Credit Line or (iii) 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 Borrowers pursuant to this Section
2.3(c). Upon each reduction in the CBI Maximum Credit Line, each Lender's
Existing Commitment shall be reduced by its Pro Rata Share of the amount of such
reduction.

              (d)      Maturity Date. The Existing 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 Borrowers shall make each payment hereunder and under
the Notes not later than 2:00 p.m. New York City time on the day when due.
Payments made by either Borrower shall be in 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 either Borrower, but in no event later than one (1)
Business Day after such payment has been made, subject to Section 2.1(d)(iii),
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
Borrowers' 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)      Each Borrower hereby authorizes each Lender to charge
from time to time against any or all of such 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 each Borrower in which the respective 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 respective
Borrower or for the respective Borrower's account, including the

                                       48



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 respective 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 Borrowers. 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 CBI's contracts or obligations relating to the Accounts.

              (b)      The Borrowers agree to record the amount of each
Revolving Loan and each Term Loan on the Borrower Register referred to in
Section 14.6(k). Each Revolving Loan and each Term Loan recorded on the Borrower
Register (the "Registered Loan") may not be evidenced by promissory notes other
than a Registered Note (as defined below). Upon the registration of any
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
respective Borrower. The Borrowers agree, 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 Borrower
Register, the Obligations evidenced by such Note may not be removed from the
Borrower 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 CBI, as
representative of both Borrowers, a statement showing the accounting for the
charges, loans, advances and other transactions occurring between the Lenders
and the Borrowers during that month. The monthly statements shall be deemed
correct and binding upon the Borrowers and shall constitute an account stated
between the Borrowers and the Lenders unless the Agent receives a written
statement of exceptions from the Borrowers within thirty (30) days after same is
mailed to CBI.

       2.7    TAXES.

              (a)      Any and all payments by the Borrowers 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

                                       49



the Agent, as applicable, is organized or maintains a lending office (any such
excluded Taxes, collectively, "Excluded Taxes"). If either 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) such
Borrower shall make such deductions and (iii) such 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 Borrowers 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 CBI,
as representative of both Borrowers, and the Agent (i) two duly completed copies
of United States Internal Revenue Service Form W-8BEN 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
CBI, as representative of both Borrowers, 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 CBI, and such extensions or renewals thereof as may reasonably be requested
by CBI 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 CBI
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 Borrowers agree 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 Borrowers 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 Borrowers 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

                                       50



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 Borrowers 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.

              (f)      Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in this Section 2.7 shall survive the payment in full of all
Obligations hereunder and under the Revolving Notes or the Term 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 a payment that is to be applied to Existing
Loans or its Pro Rata Share of a payment that is to be applied to Term B Loans
as provided for in this Credit Agreement, such Lender shall forthwith purchase
from the other applicable 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 applicable
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 Borrowers agree 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 respective 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 Existing

                                       51



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
of the Existing Commitments or the outstanding Term B Loans, as applicable.

       2.10   SECURITIZATION.

              The Borrowers hereby acknowledge 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 Borrowers shall cooperate reasonably with such Lenders and their affiliates
to effect any such 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 with the
Securitization, provided that (i) any such amendment or additional documentation
does not impose material additional costs on the Borrowers, (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 Borrowers under the Credit Documents or change
or affect in a manner adverse to the Borrowers 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 Borrowers and
their 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 Borrowers, the
Guarantors, the Collateral and other property, assets and business of the
Borrowers and the Guarantors (including appraisals and valuations) as may be
reasonably requested by such Lenders or their successors or assignees.

                                       52



                                  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 Existing 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 CBI 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 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 CBI 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 Existing 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 Existing Lender, shall be deemed, upon issuance of a Letter
of Credit, 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 such Existing
Lender's participation in any L/C Undertaking, to the extent that the Issuing
Bank has not been reimbursed as required hereunder,

                                       53



each such Existing 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 such Existing 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 CBI 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 CBI.
Unless CBI shall immediately notify the Issuing Bank that CBI intends to
otherwise make a payment to the Issuing Bank in the amount of such drawing as a
result of such drawing, CBI shall be deemed to have requested that the Existing
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. CBI 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 CBI 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 applicable to Revolving
Loans that are Prime Rate Loans. CBI's payment obligations hereunder shall be
absolute and unconditional under all circumstances irrespective of any rights of
setoff, counterclaim or defense to payment CBI may claim or have against the
Underlying Issuer, the Issuing Bank, the Agent, the Existing Lenders, the
beneficiary of the Letter of Credit drawn upon or any other Person, including
without limitation any defense based on any failure of CBI to receive
consideration or the legality, validity, regularity or unenforceability of the
Letter of Credit. The Issuing Bank will promptly notify the other Existing
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 CBI as provided above, and
each such Existing 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
Existing Lender's Pro Rata Share of such amount. Such payment shall be made on
the Business Day such notice is received by such Existing Lender from the
Issuing Bank if such notice is received at or before 2:00 p.m. New York City
time otherwise such payment shall be made at or before 12:00 Noon New York City
time on the Business Day next succeeding the day such notice is received. If
such Existing Lender does not pay such amount to the Issuing Bank in full upon
such request, such Existing 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 Existing 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 Existing 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 Existing 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 Existing Commitments hereunder, the existence of a Default or
Event of Default or the acceleration of the obligations of CBI hereunder and
shall be made without any

                                       54



offset, abatement, withholding or reduction whatsoever. Simultaneously with the
making of each such payment by an Existing Lender to the Issuing Bank, such
Existing Lender shall, automatically and without any further action on the part
of the Issuing Bank or such Existing 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 CBI with
respect thereto.

       3.5    REPAYMENT WITH REVOLVING LOANS.

              On any day on which CBI 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 Existing
Lenders that a Revolving Loan has been requested or deemed requested by CBI 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 CBI by all such Existing
Lenders (notwithstanding any termination of the Existing Commitments pursuant to
Section 11.2) pro rata based on the respective Pro Rata Shares of such Existing
Lenders (determined before giving effect to any termination of the Existing
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 Existing 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 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 Existing 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 CBI), then each such
Existing 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 CBI 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 Existing Lender to share in such Letter
of Credit Obligations ratably (based upon the respective Pro Rata Shares of the
Existing Lenders (determined before giving effect to any termination of the
Existing Commitments pursuant to Section 11.2)), provided that at the time any
purchase of participation pursuant to this sentence is actually made, the
purchasing Existing Lender shall be required to pay to the Issuing Bank, to the
extent not paid to the Issuing Bank by CBI 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.

                                       55



       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, CBI 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").

              (b)      As between CBI and the Issuing Bank, CBI 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 CBI. 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 CBI, including,
without limitation, any and all Government

                                       56



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 CBI contained in Section 3.4 above. The obligations
of CBI 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, CBI 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 Existing 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 Existing Lender
to recover from the Issuing Bank any amounts made available by such Existing
Lender to the Issuing Bank pursuant to this Article III in the event that it 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 (a) all Obligations (other than those
owing to the Term B Lenders) and relating 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%) and (b) the Term B Loans shall be equal to a per annum rate
equal to the Prime Rate plus three and one-

                                       57



quarter percent (3.25%). The interest rates 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 (i) with respect to Obligations owing to the Agent or the Existing Lenders
less than six percent (6.00%) or (ii) with respect to Obligations owing to the
Term B Lenders, less than seven and one-half percent (7.50%) (collectively, 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 greater of (a) the
Interest Rate, or (b) the Minimum Rate, in each case, 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.

              CBI and Atcon 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.

       4.5    LETTER OF CREDIT FEES.

              (a)      Letter of Credit Fee. In consideration of the issuance of
Letters of Credit hereunder, CBI promises to pay to the Agent for the account of
each Existing Lender a fee (the "Letter of Credit Fee") on such Existing
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, CBI promises to pay to the Issuing
Bank for its own account without sharing by the other Existing Lenders the
letter of credit fronting and negotiation fees agreed to by CBI 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.

                                       58



       4.6    AUTHORIZATION TO CHARGE LOAN ACCOUNT.

              Each Borrower hereby authorizes the Agent to charge its 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. Each Borrower confirms that any charges which the
Agent may so make to such Borrower's accounts as herein provided will be made as
an accommodation to such 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) or (c) is or results
in an increase in the cost to any of the Lenders of funding or maintaining any
Existing Commitment, the Revolving Loans, the Term Loans or the Letters of
Credit, then the Borrowers 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 Borrowers 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, CBI shall have the
option (the "LIBOR Option") to have interest on all or a portion of the
Revolving Loans or the Original Term Loans 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 Aggregate 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
CBI properly has exercised the LIBOR Option with respect thereto, the

                                       59



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,
CBI no longer shall have the option to request that Revolving Loans or Original
Term Loans 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)    CBI 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 three (3) Business Days prior to the
       commencement of the proposed Interest Period (the "LIBOR Deadline").
       Notice of CBI's election of the LIBOR Option for a permitted portion of
       the Revolving Loans or Original Term Loans and an Interest Period
       pursuant to this Section shall be made by delivery to the Agent of a
       LIBOR Notice received by Agent before the LIBOR Deadline, or by
       telephonic notice received by the Agent before the LIBOR Deadline (to be
       confirmed by delivery to the Agent of a LIBOR Notice received by Agent
       prior to 5:00 p.m. New York City time (California time) on the same day.
       Promptly upon its receipt of each such LIBOR Notice, the Agent shall
       provide a copy thereof to each of the Existing Lenders.

                       (ii)   Each LIBOR Notice shall be irrevocable and binding
       on CBI. In connection with each LIBOR Rate Loan, CBI shall indemnify,
       defend, and hold the Agent and the Existing Lenders harmless against any
       loss, cost, or expense incurred by the Agent or any Existing 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 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 the Agent or any Existing
       Lender, be deemed to equal the amount determined by the Agent or such
       Existing 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 the Agent or such Existing 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 the Agent or an Existing Lender delivered to CBI
       setting forth any amount or amounts that the Agent or such Existing
       Lender is entitled to receive pursuant to this Section shall be
       conclusive absent manifest error.

                                       60



                       (iii)  CBI shall have not more than five (5) LIBOR Rate
       Loans in the aggregate in effect at any given time. CBI may only 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. CBI 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, CBI shall indemnify, defend, and hold Agent and
the Existing 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, CBI 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 CBI 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 the Agent with
       respect to any Existing Lender on a prospective basis to take into
       account any additional or increased costs to such Existing 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 Existing Lender shall give CBI and the Agent notice of such
       a determination and adjustment and the Agent promptly shall transmit the
       notice to each other Existing Lender and, upon its receipt of the notice
       from the affected Existing Lender, CBI may, by notice to such affected
       Existing Lender (y) require such Existing Lender to furnish to CBI 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 Existing Lender, make it
       unlawful or impractical for such Existing 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 Existing
       Lender shall give notice of such

                                       61



       changed circumstances to the Agent and CBI and the Agent promptly shall
       transmit the notice to each other Existing Lender and (y) in the case of
       any LIBOR Rate Loans of such Existing Lender that are outstanding, the
       date specified in such Existing 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 Existing Lender thereafter shall accrue
       interest at the rate then applicable to Prime Rate Loans, and (z) CBI
       shall not be entitled to elect the LIBOR Option until such Existing
       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 Existing
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 Existing 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):

              (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 Original 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

                                       62



       or formation and certified by a secretary or assistant secretary of such
       Original 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 Original Credit Party
       certified by a secretary or assistant secretary of such Original 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 Original 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 Original
       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 Original
       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
       Original 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 CBI as of, and a statement of income
for the period ending, September 30, 2000 prepared by the chief accounting
officer of CBI and such other information relating to the Borrower Entities
(determined at the Original Closing Date) 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 Lenders and dated the
Original Closing Date, from legal counsel to CBI and the relevant Subsidiaries.

              (e)      Collateral. Receipt by the Agent of:

                       (i)    searches of Uniform Commercial Code, PPSA or other
       similar filings in the jurisdiction of the chief executive office of each
       Secured Credit Party (as defined in the Original Credit Agreement) as of
       the Original Closing Date 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

                                       63



       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 CBI, 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
       CBI (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. Receipt by the Agent of 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.
Agreement between the Agent and CBI upon the Revolving Credit Borrowing Base
calculation and reporting procedures and receipt by the Agent of a Revolving
Credit Borrowing Base Certificate as of March 7, 2001, substantially in the form
of Exhibit G and certified by the chief accounting officer or treasurer of CBI
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 CBI 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.

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              (k)      Corporate Structure. The corporate capital and ownership
structure of CBI 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 CBI 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, CBI 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 CBI prepared by its chief accounting officer or
treasurer as to the financial condition, solvency and related matters of CBI, 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. Receipt by the Agent of a
certificate or certificates executed by the president or chief accounting
officer or treasurer of CBI as of the Original Closing Date stating that (i)
after giving effect to the making of the Loans and application of the proceeds
thereof, CBI 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 CBI 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 Documents and all the
transactions contemplated therein to occur on such date, (A) CBI 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) CBI is in compliance with each of the financial
covenants set forth in Article VIII.

              (q)      Fees and Expenses. Payment by CBI 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

                                       65



CBI 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 CBI 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 CBI 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 CBI 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 CBI, shall be equal to at least $40,000,000.

              (v)      PACA. Receipt by the Agent of evidence satisfactory to
the Agent that all contracts between CBI 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. Receipt by the Agent of 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 CBI or any of its Subsidiaries
owing to CBII have been converted into equity or (B) all claims of and amounts,
now or in the future, owing by CBI or any of its Subsidiaries to CBI or any of
its Subsidiaries are subordinated to the Obligations, and (ii) all claims of,
and amounts now or in the future owing by CBI or any of its Subsidiaries to CBII
are subordinated to the Obligations.

              (x)      Sales Agent. Receipt by the Agent of evidence
satisfactory to the Agent that (i) CBCNA is the agent of CBI 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, CBI, (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 CBI 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

                                       66



property of, CBI 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 CBI.

              (z)      Receipt by the Agent of copies, certified by an officer
of CBI 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 CBI and CBII;

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

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

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

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

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

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

       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.

                                       67



              (b)      Corporate Documents. Receipt by the Agent of a
certificate of a secretary or assistant 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 or, in
       the case of Secured Credit Parties that became such after the Original
       Closing Date, the date such information was supplied to the Agent.

                       (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 or, in the case of Secured Credit
       Parties that became such after the Original Closing Date, the date such
       information was supplied to the Agent.

                       (iii)  Resolutions. Copies of resolutions of the Board of
       Directors or similar managing body of each Credit Party approving, in the
       case of the Borrowers, 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 Borrowers, 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 Borrowers.

              (d)      Officer's Certificates. The Agent shall have received a
certificate or certificates executed by the president or chief accounting
officer or treasurer of CBI as of the Closing Date stating that (i) after giving
effect to the making of the Loans and application of the proceeds thereof, the
Borrowers are 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
Borrowers, 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 Borrowers 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 Documents and all the
transactions contemplated herein or therein to occur on such date, (A) each of
the Borrowers 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 Borrowers
are in compliance with each of the financial covenants set forth in Article
VIII.

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

                                       68



              (f)      Material Adverse Change. (i) No material adverse change
in the business, operations, profits or prospects of CBI and its Subsidiaries,
taken as a whole, shall have occurred since September 30, 2002 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 on the
Closing Date (for the purposes of the making of the Term B Loans and the other
Loans to be made on the Closing Date), after reserving for amounts to bring the
current liabilities of CBI and its Subsidiaries (other than the Excluded
Entities) within their terms, the sum of (i) Availability, plus (ii) CBI's and
its Subsidiaries' (other than any Excluded Entity's) unrestricted cash and Cash
Equivalents shall be equal to at least $25,000,000.

              (h)      Review of Books and Records. Satisfactory review by the
Lenders of the Borrowers' books and records and the operating projections for
CBI and its Subsidiaries performed by a third party.

              (i)      Review of German Acquisition and German Financing
Documents. Satisfactory review by the Lenders of the German Acquisition and
German Financing Documents.

              (j)      Completion of German Acquisition. Evidence of completion
of the German Acquisition and the simultaneous funding of the German Financing
with the proceeds of the Term B Loans.

              (k)      Post-Closing Agreement. Receipt by the agent of a
Post-Closing Agreement, in form and substance satisfactory to the Agent, duly
executed by each of the Borrowers.

              (l)      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 Borrowers.

       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 respective Borrower of the proceeds of such Term Loan,
Revolving Loan or issuance of such Letter of Credit, shall constitute a
representation and warranty by such Borrower that on the date of such Term Loan,
Revolving Loan or issuance of such Letter of 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

                                       69



       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 CBI and its Subsidiaries, taken as a
       whole, shall have occurred since September 30, 2002.

              (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

              Notwithstanding anything to the contrary in this Credit Agreement
or any of the other Credit Documents, to the extent that any of the
representations and warranties in this Article VI relate to any of the members
of the Chiquita Fresh German Group other than Atcon or any of their activities,
operations, liabilities, or properties, such representations and warranties
shall be limited in each such instance until May 30, 2003 (the "Bring Down
Date") to the knowledge (after due inquiry) as of the Closing Date of CBI and
its Subsidiaries (other than members of the Chiquita Fresh German Group). The
Borrowers covenant and agree to prepare and to deliver to each Term B Lender by
the Bring Down Date written supplements to all schedules to this Credit
Agreement so that the representations and warranties in this Article VI are true
and correct as of the Bring Down Date as if such supplements were part of the
applicable schedules and, to the extent that each Term B Lender notifies the
Agent in writing that such supplements are acceptable, such supplements shall
constitute part of the applicable Schedule.

              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, each Borrower hereby represents and
warrants to the Lenders and the Issuing Bank as of the Closing Date, on the date
of each extension of credit hereunder and on the Bring Down Date, as follows:

       6.1    ORGANIZATION AND QUALIFICATION.

              CBI 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

                                       70



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.

              Each Borrower is Solvent.

       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).
Each 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. CBI 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 Existing 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 and the
performance of the obligations of such Borrower Entities hereunder and
thereunder and the consummation by such Borrower Entities of the transactions,
including without limitation the German Acquisition and the German Financing,
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

                                       71



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 each Borrower are the legal, valid and binding
obligations of such Borrower, and with respect to those Credit Documents
executed and delivered by any of CBI's Subsidiaries, of each such Subsidiary,
and are enforceable against each Borrower and such Subsidiaries, as the case may
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.

              CBI has furnished to the Lenders the following financial
statements (the "Financials"): (i) the unaudited consolidated balance sheet of
CBI as of, and consolidated statements of income for the fiscal year ended,
December 31, 2001; (ii) the unaudited consolidated balance sheet of CBI as of,
and consolidated statement of income for the nine (9) months ended, September
30, 2002 prepared by the chief accounting officer of CBI and (iii) the unaudited
consolidated balance sheet of "Hameico" Fruit Trade GmbH ("Hameico"), as of, and
consolidated statement of income for the years ended, September 30, 2002 and
2001, prepared by the chief accounting officer of Atlanta. 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 CBI, except as provided in Section 7.1, and fairly present the
financial condition of CBI 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
(other than the financial statements of Hameico previously provided to the
Lenders which shall have been prepared in accordance with German generally
accepted accounting principles) consistently applied throughout the periods
involved, except as provided in Section 7.1 or as otherwise disclosed in such
financial statements. Since September 30, 2002, 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,

                                       72



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.

       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 CBI 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 CBI 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 CBI or any of its Subsidiaries nor is there
now pending or, to the best of each Borrower's knowledge after diligent inquiry,
threatened any litigation, contested claim, investigation, arbitration, or
governmental proceeding by or against CBI 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 CBI 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.

                                       73



       6.12   NO EMPLOYEE DISPUTES.

              There are no controversies pending or, to the best of each
Borrower's knowledge after diligent inquiry, threatened between CBI 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.

       6.13   COMPLIANCE WITH LAW.

              Neither CBI 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 CBI 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 CBI 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 CBI 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 CBI 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 CBI 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 CBI, 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. CBI, 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

                                       74



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 CBI, 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 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 CBI 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 CBI 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 each Borrower's knowledge, none of the operations of CBI 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 each Borrower's
knowledge, none of the operations of CBI or any of its Subsidiaries is the
subject of any federal or state investigation evaluating whether CBI 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 any
Borrower's share of the cost of remediation or clean-up would exceed $250,000.
Except as disclosed on Schedule 6.16, neither CBI 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 CBI's
share of the cost of remediation or clean-up would exceed $250,000. Except as
disclosed on Schedule 6.16, neither any Borrower nor any of its Subsidiaries has
any contingent liability of which any Borrower has knowledge or reasonably
should have knowledge in connection with any release of any hazardous or toxic
waste, substance or constituent, nor has any 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.

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       6.17   USE OF PROCEEDS.

              All proceeds of the Loans will be used only in accordance with
Section 7.13.

       6.18   INTELLECTUAL PROPERTY.

              CBI 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 CBI and
its Subsidiaries, and all pending applications for any such registrations, (b)
all of the patents and registered copyrights of CBI 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 CBI 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"). CBI 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 CBI 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 CBI 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 CBI 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 CBI, or any of its Subsidiaries, and, to the
knowledge of CBI 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 CBI 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 CBI and its
Subsidiaries, the use of each of the Proprietary Rights by CBI 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 CBI 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 CBI 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 each 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 CBI and its Subsidiaries are valid and enforceable rights
of CBI 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. CBI is the owner of the Proprietary Rights which are the subject of the
Appraisal and CBII does not own any of such Proprietary Rights.

                                       76



       6.19   LICENSES AND PERMITS.

              CBI 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 CBI 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.

              Other than as set forth in Schedule 6.20, 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 CBI, and in each case subject to no Liens other
than Permitted Liens.

       6.21   LABOR MATTERS.

              Other than set forth in Schedule 6.21, there is (a) no material
unfair labor practice complaint pending against CBI or any of its Subsidiaries
or, to the best knowledge of CBI, 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
CBI or any of its Subsidiaries or, to the best knowledge of each Borrower,
threatened against any of them, (b) no strike, labor dispute, slowdown or
stoppage pending against CBI or any of its Subsidiaries or, to the best
knowledge of each 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 CBI 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 CBI 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.

       6.23   MARGIN SECURITY.

              Neither CBI nor any of its Subsidiaries owns any margin stock
(other than margin stock of CBII owned as of the Closing Date with a fair market
value of less than $50,000) and no

                                       77



portion of the proceeds of any Loans or Letters of Credit shall be used by any
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, no
Borrower is aware of any proposed material tax assessments against it or any
other Borrower Entity.

       6.26   INDEBTEDNESS; CBII OBLIGATIONS.

              Neither CBI 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 CBI 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 CBI 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 CBI'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. CBI 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 sole responsibility and that same will be paid by CBI 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.

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       6.28   REPRESENTATIONS AND WARRANTIES.

              Each of the representations and warranties made in the Operative
Documents by CBI and its Subsidiaries and, to the knowledge of each 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 one or more Borrower Entities 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 CBI 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 CBI or any of CBI's Subsidiaries is a
party except (a) in the ordinary course of and pursuant to the reasonable
requirements of CBI's or such Subsidiary's business and (b) upon fair and
reasonable terms no less favorable to CBI or such Subsidiary than it could
obtain in a comparable arm's-length transaction with an unaffiliated Person.

       6.32   INSURANCE.

              As of the Closing Date, Schedule 6.32 accurately describes the
insurance coverage maintained by CBI 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 CBI or any of its
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 assumptions which each Borrower believes in good faith are
reasonable at the time such projections are delivered to the Agent or such
Lenders.

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       6.34   ATCON.

              Atcon has no assets or operations other than its loan (and
security rights related thereto) to Euro Sub as a part of the German Financing.

                                  ARTICLE VII.

                              AFFIRMATIVE COVENANTS

              Until termination of this Credit Agreement and the Existing
Commitments hereunder and payment and satisfaction of all Obligations due or to
become due hereunder, each 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 Aggregate
Required Lenders (or, if the provisions of this Article VII explicitly state
otherwise, the Existing Required Lenders or the Term B Required Lenders, as
applicable) shall have otherwise consented in writing:

       7.1    INFORMATION.

              Each 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 CBI both (i) the audited consolidated balance sheet and
consolidated statements of income, shareholder's equity and cash flow of CBI 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 CBI 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 CBI and approved by the
Aggregate Required Lenders;

              (b)      within sixty (60) days after the end of each of the first
three (3) fiscal quarters of CBI, both (i) the unaudited consolidated balance
sheet, consolidated statement of income and consolidated statement of cash flow,
of CBI 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 CBI 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 CBI and consistent with the Financials, together with a
certificate of the chief accounting officer or treasurer of CBI stating that
such financial statements fairly present the financial condition of CBI and its
consolidated Subsidiaries or CBI and its consolidated Subsidiaries (other than
CPF and its Subsidiaries) at the dates thereof and the results of their
operations for the periods indicated

                                       80



(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;

              (c)      within sixty (60) days after the end of each fiscal
December and within thirty (30) days after the end of each other fiscal month of
CBI (other than January, March, June and September), 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 CBI, certified by the chief accounting officer or treasurer of CBI
as being a true and correct copy;

              (d)      at the time of delivery of the quarterly financial
statements of CBI pursuant to paragraph (b) above and the annual financial
statements pursuant to paragraph (a) above, a compliance certificate, executed
by the chief accounting officer or treasurer of CBI, in substantially the form
of Exhibit F attached hereto, and stating that such officer has caused this
Credit Agreement to be reviewed and has no knowledge of any default by any
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 CBI 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 CBI (provided, that if Availability, plus the amount of CBI'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 CBI's chief accounting officer or treasurer, detailing, among
other things, CBI's Eligible Accounts Receivable as of the end of the
immediately preceding month end and the then outstanding amount of all amounts
owing by CBI 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 CBI (or if such day is not a Business Day, then on the next succeeding
Business Day), CBI 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 CBI or its
Subsidiaries and a report as to all banana and plantain supplier accruals owing
by CBI (which report shall include a schedule of amounts owing to CIL by CBI 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

                                       81



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;

              (f)      within thirty (30) days after the end of each fiscal
month of CBI (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 monthly compliance certificate executed by the
person preparing such report, in substantially the form of Exhibit F-1 attached
hereto including a report setting forth (i) the aggregate amounts paid to CBII
during such month by CBI 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
CBI 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) 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 CBI of all management letters and other material reports which are
prepared by its Independent Accountants in connection with any audit of CBI's
financial statements by such Accountants;

              (h)      (A) within one hundred and twenty (120) days after the
close of each fiscal year of CBI, the unaudited consolidated balance sheet and
consolidated statement of income of Hameico on the same basis as, and in a form
similar to, that presented in CBII's annual report on Form 10-K; and

                       (B) within sixty (60) days after the end of the first
three (3) fiscal quarters of CBI, the unaudited consolidated balance sheet and
consolidated statement of income of Hameico on the same basis as and in a form
similar to that presented in CBII's quarterly reports on Form 10-Q;

              (i)      no later than thirty (30) days after the end of CBI's
fiscal year during each year when this Credit Agreement is in effect, a forecast
for the current fiscal year of (i) CBI 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) CBI and its Subsidiaries (other
than CPF and its Subsidiaries)

                                       82



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 not compiled
or presented in accordance with GAAP and may not necessarily be presented on a
basis consistent with CBI'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 CBI specifying the nature thereof and CBI's proposed response
thereto, each in reasonable detail;

              (k)      promptly upon a responsible officer of any 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.

              Each 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.

              CBI will deliver to the Agent, at the Borrowers' expense, the
following information at the times specified below:

              (a)      within ten (10) Business Days after CBI, 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 CBI describing such Termination Event and the action, if
any, which CBI 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 Service, DOL or PBGC with respect thereto;

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              (b)      within ten (10) Business Days after CBI, 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 CBI describing such transaction and the action which CBI 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 Service or PBGC, copies of each annual report
(form 5500 series), including all schedules and attachments thereto, filed with
respect to each Benefit Plan of CBI, its Subsidiaries or any Controlled ERISA
Affiliate;

              (d)      within thirty (30) Business Days after receipt by CBI,
any of its Subsidiaries or any Controlled ERISA Affiliate of each actuarial
report for any Benefit Plan or Multiemployer Plan of CBI, any of 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 Service, a copy of any funding waiver request with
respect to any Benefit Plan of CBI, its Subsidiaries or any Controlled ERISA
Affiliate and within three (3) Business Days after receipt of any communications
received by CBI, any of its Subsidiaries or any Controlled ERISA Affiliate with
respect to such request;

              (f)      within sixty (60) Business Days upon the occurrence
thereof, notification of any increase in the benefits of any existing Benefit
Plan of CBI, any of its Subsidiaries or any Controlled ERISA Affiliate or the
establishment of any new Benefit Plan of CBI, any of its Subsidiaries or any
Controlled ERISA Affiliate or the commencement of contributions to any Benefit
Plan to which CBI, any of its Subsidiaries or any Controlled ERISA Affiliate was
not previously contributing;

              (g)      within ten (10) Business Days after receipt by CBI, 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 CBI, 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 CBI, any of 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 CBI, 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 CBI, 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;

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              (k)      within ten (10) Business Days after CBI, any of its
Subsidiaries or any Controlled ERISA Affiliate knows (a) a Multiemployer Plan of
CBI, any of its Subsidiaries or any Controlled ERISA Affiliate has been
terminated, (b) the administrator or plan sponsor of a Multiemployer Plan of
CBI, 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
CBI, its Subsidiaries or any Controlled ERISA Affiliate, a written statement
setting forth any such event or information;

              (l)      within ten (10) Business Days after CBI, 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 CBI or any of 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 CBI describing such transaction and
the action which CBI or other such entities have taken, are taking or propose to
take with respect thereto; and

              (m)      within thirty (30) days after receipt by CBI or any of
its Subsidiaries of each actuarial report for any Retiree Health Plan of CBI or
any of its Subsidiaries, copies of each such report.

              For purposes of this Section 7.4, CBI, 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.

              CBI will establish, maintain and operate all Benefit Plans of CBI,
any 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 CBI 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.

              Each Borrower will as soon as practicable, and in any event within
thirty (30) Business Days after any 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 CBI 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 CBI 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).
Each Borrower will as soon as possible, and in any event within five (5)
Business Days after any Borrower learns of the following, give written notice to
the Agent of any Material Adverse Change. Provision of any such notice by any
Borrower will not constitute a waiver or excuse of any Default or Event of
Default occurring as a result of such changes or events.

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       7.6    ENVIRONMENTAL MATTERS.

              Each 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 such 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 each
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 such 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 any 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 CBI 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 CBI or any of its Subsidiaries
alleging violations of any federal, state or local environmental law,
regulation, direction or ordinance requiring CBI 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 CBI 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, CBI will provide the
Agent with a copy of such notice within forty-five (45) days after the receipt
thereof by CBI or any of its Subsidiaries. Within forty-five (45) days after any
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, such Borrower will provide the
Agent with notice thereof. Each 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 any
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 such Borrower, such 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)      Each 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.

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              (b)      Each Borrower agrees that the Agent or its agents may
enter upon the premises of such 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 CBI's expense (such
expense to include amounts specified in Section 14.8), (b) inspecting the
Collateral, (c) inspecting and/or copying (at CBI's expense) any and all records
pertaining thereto, (d) discussing the affairs, finances and business of any
Borrower with any officers and employees of any Borrower, (e) discussing the
affairs, finances and business of any Borrower with the Independent Accountant,
but only so long as the Agent has provided prior notice to such 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. Each 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. Each 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.

              Each 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. Any 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. Each 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.

              Each 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. Each 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. Each
Borrower agrees to, and will cause each Borrower Entity to, do whatever the
Agent may reasonably request, from time to

                                       87



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 Borrowers. If the same are
not promptly paid by the Borrowers, the Agent may pay the same on the Borrowers'
behalf, and the amount thereof shall be an Obligation secured hereby and due to
the Agent on demand.

       7.10   INSURANCE; ASSET LOSS.

              Each 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 Agent and the Lenders as additional insureds
on liability policies and the Agent and CBI as loss payees in case of property
loss, as its 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 CBI 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 CBI 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 CBI or any
of its Subsidiaries fails 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, CBI 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. Each Borrower will, and will cause each of its Subsidiaries to,
provide written notice to the Lenders of the occurrence of any of the following
events within fifteen (15)

                                       88



Business Days after the end of any quarter in which the CBI's risk management
department learns (or should reasonably have learned) of the occurrence of such
event: any asset or property owned or used by CBI 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
CBI and its Subsidiaries is in excess of, in the aggregate for CBI and all of
its Subsidiaries, $2,000,000 in any fiscal year of CBI (any such damage,
destruction, loss or diminution in value of the Collateral is referred to herein
as an "Asset Loss"). Each Borrower will, and will cause each of its Subsidiaries
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, each 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 any such Subsidiary on account of damage, destruction or
loss of all or any portion of the assets of CBI 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 the
applicable Borrower (or as directed by the applicable Borrower) any such
insurance proceeds to which the applicable Borrower is entitled, (ii) the rights
of any lessor or secured creditor senior to Agent, if the underlying obligation
is permitted by this Credit Agreement and (iii) the application of Net Cash
Proceeds from Asset Losses pursuant to Section 2.3(b)(vi)(C). The Agent may,
with the consent of the Existing Required Lenders or Term B Required Lenders, as
applicable, either (a) apply the proceeds realized from Asset Losses, as set
forth in Section 2.3(b)(vi) or (b) pay such proceeds to the applicable 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 Aggregate Required Lenders and (ii) the Agent
may participate in any such proceedings and each 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. Each 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 each 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.

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       7.11   TAXES.

              Each Borrower will, and will cause each of its Subsidiaries to,
pay, when due and in any event prior to delinquency, all Taxes lawfully levied
or assessed against such Borrower, any of its Subsidiaries or any of the
Collateral; provided, however, that unless such Taxes have become a federal tax
Lien or ERISA Lien on any of the assets of a 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.

              Each 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 to (i) CBI shall be used by CBI 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) and (ii) Atcon
shall be used solely to fund the German Financing; provided, however, that in
any event, no portion of the proceeds of any such advances shall be used by CBI
or Atcon 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.

              Each 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.

              Each Borrower agrees that it will promptly notify the Agent of the
occurrence of any of the following events:

              (a)      any Material Contract of CBI 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 CBI shall provide the Agent with a copy
of such Material Contract); or

              (b)      any of the terms upon which suppliers to CBI or any of
its Subsidiaries do business with CBI 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

                                       90



              (c)      any order, judgment or decree in excess of $2,500,000
shall have been entered against CBI or any of its Subsidiaries or any of their
respective properties or assets, or

              (d)      any written notification of violation of any law or
regulation or any inquiry with respect thereto shall have been received by CBI
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 sixty (60) Business Days, upon
any Person becoming a direct or indirect Subsidiary of CBI or upon any
Subsidiary which was an Inactive Subsidiary ceasing to be an Inactive
Subsidiary, CBI 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, provided, however, that until (i) CBI has provided the Agent written
notice of the formation of any new Subsidiary or that a formerly Inactive
Subsidiary is ceasing to be an Inactive Subsidiary and (ii) such Subsidiary or
Subsidiaries have signed any necessary Joinder Agreements, Security Agreements,
Pledge Agreements or Guaranty Agreements required by the terms of this
Agreement, neither CBI nor any of its Subsidiaries shall invest more than
$500,000 in each such Subsidiary or $1,000,000 in the aggregate at any time
outstanding in all such Subsidiaries.

       7.17   SCHEDULES OF ACCOUNTS AND PURCHASE ORDERS.

              In furtherance of the continuing assignment and security interest
in the Accounts of CBI granted pursuant to the Security Agreement, upon the
creation of Accounts, CBI 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, CBI will
provide the Agent with copies of agreements with, or purchase orders from, the
customers of CBI 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. CBI hereby authorizes the
Agent to regard CBI's or any of its Subsidiaries' printed name or rubber stamp
signature on assignment

                                       91



schedules or invoices as the equivalent of a manual signature by CBI's or such
Subsidiaries' authorized officers or agents.

       7.18   COLLECTION OF ACCOUNTS.

              (a)      Other than amounts received from the sale of promotional
items to employees at CBI's corporate headquarters and other similar de minimus
amounts which are deposited in an account at US Bank, N.A. in Cincinnati, Ohio,
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 the
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 CBI's name for the benefit of
the Agent) (each an "Agent Bank Account") and each 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 (plus the amount of unrestricted cash and Cash
Equivalents of CBI 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 any Borrower or any of its Subsidiaries with respect to any Accounts
shall be held by such Borrower or any of its Subsidiaries in trust for the
benefit of the Lenders, separate from such 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, CBI
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. CBI 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 Aggregate Required
Lenders. After the occurrence and during the continuance of an Event of Default,
CBI agrees that all returned, reclaimed or repossessed merchandise or goods
shall be set aside by CBI, marked with the Lenders' name and held by CBI for the
Lenders' account as owner and assignee.

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       7.20   ACKNOWLEDGMENT AGREEMENTS.

              CBI will assist the Agent in obtaining executed Acknowledgment
Agreements from each of the warehousemen, processors, packers, fillers,
landlords and mortgagees with whom CBI conducts business from time to time.

       7.21   TRADEMARKS ETC.

              Each 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 such 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.

              Each 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, CBI shall deliver to the Agent
and the Lenders as part of the compliance certificate required pursuant to
Section 7.1(d) (or earlier if CBI 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 and the Aggregate Required Lenders, 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.

              Each 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.

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All terms used in this Section 7.26 and defined in PACA shall have the meanings
ascribed to such terms therein.

       7.27   COVENANTS RELATING TO FOOD SECURITY ACT.

              Each Borrower shall, and shall cause each Borrower Entity to:

              (a)      Promptly provide the Agent with a copy of any notice
received by any Borrower Entity 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)      CBI 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 CBI 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 CBI has obtained a
waiver of the vendors' rights under PACA. Notwithstanding anything to the
contrary contained in this Section 7.28(a), neither CBI nor any Subsidiary shall
be obligated to pay amounts on any invoice with respect to which CBI 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)      CBI 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 CBI, (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 CBI nor any
Subsidiary shall be obligated to pay the full amount of any invoice which is
subject to offset by CBI or such Subsidiary pursuant to Section 46.46(e)(4)

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of the regulations promulgated under PACA. This Section 7.28 should not be
construed to impose a responsibility on CBI or any of its Subsidiaries to pay to
the vendor or report to the Agent any informal or formal complaints received by
CBI 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 Existing
Commitments hereunder and payment and satisfaction of all Obligations due or to
become due hereunder, each Borrower agrees that, unless the Aggregate Required
Lenders shall have otherwise consented in writing:

       8.1    LEVERAGE RATIO.

              CBI and its consolidated Subsidiaries (other than CPF and its
Subsidiaries) shall have a Leverage Ratio, as of the end of each fiscal quarter
of CBI of no greater than 2.65:1.00.

       8.2    FIXED CHARGE COVERAGE RATIO.

              CBI 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.

              CBI shall not, and shall not permit its Subsidiaries (other than
CPF and its Subsidiaries and the Chiquita Fresh German Group) 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.

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       8.4    EBITDA.

              CBI and its consolidated Subsidiaries (other than CPF and its
Subsidiaries) shall have Consolidated EBITDA of at least (i) $140,000,000 for
the four (4) fiscal quarter period ending December 31, 2002 and (ii)
$150,000,000 for the four (4) fiscal quarter period ending on March 31, 2003 and
each fiscal quarter thereafter.

       8.5    CHIQUITA FRESH LATIN AMERICAN GROUP.

              (a)      CBI 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)      CBI 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.

       8.6    CHIQUITA FRESH GERMAN GROUP.

              (a)      CBI shall not permit the aggregate amount of cash and
Cash Equivalents owned or maintained by Persons which are members of the
Chiquita Fresh German Group to exceed $10,000,000 at any time, provided that
such members may own or maintain up to $15,000,000 of cash and Cash Equivalents
from time to time for a period not to exceed two (2) Business Days.

              (b)      CBI shall not permit Persons which are members of the
Chiquita Fresh German 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
German Group in excess of $15,000,000 during either fiscal year 2003 or 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 8.6.

                                  ARTICLE IX.

                               NEGATIVE COVENANTS

                  Until termination of the Credit Agreement and the Existing
Commitments hereunder and payment and satisfaction of all Obligations due or to
become due hereunder, each Borrower agrees that, unless the Aggregate Required
Lenders (and, with respect to any decision or action that directly or indirectly
impacts the Chiquita Fresh German Group, the Term B

                                       96



Required Lenders) shall have otherwise consented in writing, it will not, and
will not permit any of its Subsidiaries to (provided, however, that nothing
contained herein shall prohibit the Secondary Transactions):

       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.

       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 CBI)
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 CBI) used in a 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 the Net Cash Proceeds of each
such sale of worn out assets or Capital Stock shall be reinvested by the
applicable selling entity in the ordinary course of business to replace such
worn out assets or properties within 120 days of receipt of such Net Cash
Proceeds, and to the extent such Net Cash Proceeds have not been reinvested
within such 120 days, such Net Cash Proceeds shall, on the 121st day following
receipt thereof, be paid to the Agent and applied to repay outstanding Loans
pursuant to Sections 2.3(b)(iii) and (vi)),

              (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

                                       97



assets which are, no longer needed or useful in such Person's operations, as
long as in any instance where the aggregate consideration received by CBI and
its Subsidiaries exceeds $500,000, (i) at least seventy-five percent (75%) of
the consideration received by CBI 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) CBI can demonstrate that had such sale
occurred immediately prior to the then most recently completed four fiscal
quarter period, the Borrowers would have been in compliance with the financial
covenants set forth herein, and (v) CBI delivers a certificate executed by an
authorized officer of CBI 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 CBI
and its Subsidiaries (to Persons other than CBI or its Subsidiaries) during the
then most recently completed fiscal year of CBI (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) CBI delivers a certificate executed by an
authorized officer of CBI 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 the Net Cash Proceeds of each such sale of a Tropical Farm or equity
interests shall be reinvested by the applicable selling entity in the ordinary
course of business within 120 days of receipt of such Net Cash Proceeds 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 to the extent
such Net Cash Proceeds have not been reinvested within such 120 days, such Net
Cash Proceeds shall, on the 121st day after receipt thereof, be paid to the
Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii)
and (vi));

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              (i)      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, by any member of the Chiquita Fresh German Group of its assets
(and equity interests in Persons which own only Chiquita Fresh German Group
members) as long as: (i) if, and to the extent that, the aggregate Net Cash
Proceeds of all such sales occurring after the Closing Date (A) are less than
$2,000,000, such Net Cash Proceeds shall be used as the applicable Chiquita
Fresh German Group member deems appropriate (and as otherwise permitted
hereunder), (B) are greater than or equal to $2,000,000 but less than or equal
to $5,000,000, such Net Cash Proceeds are used as follows: (1) 50% of such Net
Cash Proceeds shall be used as the applicable Chiquita Fresh German Group member
deems appropriate (and as otherwise permitted hereunder) and (2) 50% of such Net
Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to
Section 2.3(b)(vi) and (C) are greater than $5,000,000, such Net Cash Proceeds
shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi);
and (ii) Atcon delivers a certificate executed by an authorized officer of Atcon
representing and warranting to the Agent and the Lenders that the conditions set
forth in clause (i) of this Section 9.3(i) have been satisfied or complied with
and that the applicable selling entity received fair market value for the
applicable Chiquita Fresh German Group asset or equity interests;

              (j)      the transactions set forth in Schedule 9.3A hereto; and

              (k)      sales by a Subsidiary, 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 its assets or the equity interests or assets
of any of its Subsidiaries to another Subsidiary, as long as: (1) if the selling
Subsidiary is a Secured Credit Party, the buying Subsidiary shall be CBI or a
Secured Credit Party, (2) if the selling Subsidiary is a Guarantor, the buying
Subsidiary shall be CBI, a Secured Credit Party or a Guarantor, (3) if the
selling Subsidiary is a signatory to the Covenant Compliance Agreement, the
buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or a
Subsidiary that is also a party to the Covenant Compliance Agreement, and (4) if
the selling Subsidiary is an Excluded Entity, the buying Subsidiary shall be
CBI, a Secured Credit Party, a Guarantor, a Subsidiary party to the Covenant
Compliance Agreement or an Excluded Entity, (5) notice of any such sale is given
to the Agent in writing within ten (10) Business Days prior to consummation of
the sale and (6) such sale does not materially impair the Collateral taken as a
whole or the value thereof to the Lenders.

              Notwithstanding the foregoing, the Borrowers shall not be required
to pay to the 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 the Agent
is less than $1,000,000; provided however, that once the sum of all proceeds
received pursuant to sales permitted pursuant to clause (d) or (h) above which
have not been paid to the Agent (and, but for this paragraph, would be required
to be paid to the Agent) equals or exceeds $1,000,000 (the "Aggregation Date"),
all such proceeds which have not been paid to the Agent and which were received
and not reinvested more than 120 days prior to the Aggregation Date must be paid
to Agent within thirty (30) days after the end of the fiscal month in which the
amount of unpaid proceeds received pursuant to sales or dispositions permitted
pursuant to (d) or (h) above reaches $1,000,000.

                                       99



              Notwithstanding anything to the contrary in this Section 9.3, each
Borrower agrees that, unless the Term B Required Lenders shall have otherwise
consented in writing, it will not, and will not permit any of its Subsidiaries
to sell, pledge or assign (other than pursuant to the Credit Documents): (a)
stock of Atcon, (b) stock of Euro Sub, (c) stock of Atlanta, (d) intercompany
claims owing to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub
from Atlanta and (f) intercompany claims owing to Atlanta from its Subsidiaries.

       9.4    NO CORPORATE CHANGES.

              (i)      Merge or consolidate with any Person unless such merger
or consolidation does not materially impair the Collateral taken as a whole or
the value thereof to the Lenders; 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) a Borrower, such Borrower is the surviving entity,
(y) a Secured Credit Party (but not a 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 CBI may merge or
consolidate with and into a Credit Party (as long as (x) if either of such
Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of
such Persons is a 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, (c) any
Subsidiary of CBI which is not a Credit Party may merge or consolidate with any
Subsidiary of CBI 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) and (d) one or more members of the Chiquita Fresh German Group
may engage in the transactions described on Schedule 9.4 or (ii) alter or modify
any 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 CBI; 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. Notwithstanding anything to the contrary in this
Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to
CIL.

       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 CBI, 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, (d) a guaranty of
a real property lease by CBI or one of its Subsidiaries for real property leases
entered into by (i) CBI or (ii) one of CBI's Subsidiaries that is not an
Excluded Entity or Inactive Subsidiary and (e) guarantees by members of the
Chiquita Fresh German Group and listed on Schedule 9.5; provided, that (i) any

                                       100



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 CBI or any Subsidiary of CBI), (ii) GWF may guarantee the obligations of
its Subsidiaries or Subsidiaries of CBI, (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, (vi) any member of the Chiquita Fresh German
Group may guarantee the obligations (other than Indebtedness) of any other
member of the Chiquita Fresh German Group and (vii) 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 CBI or any Subsidiary of CBI, provided, however, that any
Subsidiary may make cash dividends with respect to its common equity to entities
that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all
Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend
is simultaneously paid, on a pro rata basis (based upon each Person's equity
ownership in such Subsidiary) to all holders of such Subsidiary's equity, (b)
cash 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 CBI in respect of certain contractual obligations to
vendors and service providers relating to normal operations that CBI has assumed
from CBII with the consent of the Existing Required Lenders, (e) [intentionally
omitted], and (f) payments to CBII which CBII, promptly upon receipt thereof,
uses to pay interest on Indebtedness of CBII which exists as of March 19, 2002
so 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 plus CBI'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 CBI 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.

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       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 CBI except (a) in the ordinary course of and
pursuant to the reasonable requirements of CBI's business and upon fair and
reasonable terms no less favorable to CBI 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;

              (b)      permit to exist with respect to any Benefit Plan of CBI
or 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 CBI, any Subsidiary of CBI 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 CBI, any Subsidiary of CBI 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

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              (j)      amend, or adopt any new Retiree Health Plan which would
result in any material increase in liability to CBI or any of 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 CBI 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.

       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 CBI 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 its 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

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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 CBI 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.

              Except as set forth on Schedule 9.13, enter into any arrangement,
directly or indirectly, whereby CBI or any of its Subsidiaries shall sell or
transfer any property owned by it to a Person (other than CBI or any of its
Subsidiaries) in order then or thereafter to lease such property or lease other
property which CBI 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, CBI 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 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 CBI or one of its Subsidiaries (from a Person other than
CBI 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 CBI or one of its Subsidiaries from
a Person other than CBI 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 CBI'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 CBI
nor CIL will allow any party other than the Agent or the 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 any Borrower, (c) make loans or advances
to any Borrower or (d) transfer any of its property to any 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

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time it becomes a Subsidiary of CBI; 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 CBI and was not entered
into in contemplation of such Person becoming a Subsidiary of CBI 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 any 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) CBI to purchase or otherwise acquire bananas
or plantains from any Person other than CIL (provided, however, that in any
consecutive twelve month period CBI may purchase or acquire five percent (5%) of
the aggregate amount 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 CBI) for sales or consumption in
North America or (iii) bananas or plantains to be sold in North America or
Europe by any Subsidiary of CBI if such bananas or plantains were not sold by
CIL directly or through CBCBV to such Subsidiary of CBI (provided, however, that
(a) up to five percent (5%) of the bananas and plantains sold in North America
by CBI 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 and the Chiquita Fresh German 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) to Schedule 1.1E
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

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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.

       9.21   ATCON.

              Notwithstanding anything to the contrary contained herein or
otherwise, Atcon shall not (i) have any operations or assets other than the
loans made with the proceeds of the Term B Loans to Euro Sub and the proceeds
thereof and security therefor, (ii) sell, transfer, assign or otherwise convey
any or all of its assets or equity interests other than to the Agent, (iii) use
the proceeds of a payment on a German Note for any purpose other than to make a
payment of principal or interest on Term B Loans or (iv) incur any Indebtedness
(other than the Term B Loans), sell any equity or accept any capital
contribution. In addition, notwithstanding anything to the contrary contained
herein or otherwise, (i) no Person (other than the Term B Lenders) shall make
any loan, advance or capital contribution to (or purchase of equity from) Atcon
and (ii) CBI shall not sell, transfer, assign or otherwise convey any or all of
its equity interest in Atcon (other than to the Agent).

                                   ARTICLE X.

                                     POWERS

       10.1   APPOINTMENT AS ATTORNEY-IN-FACT.

              Each Borrower hereby irrevocably authorizes and appoints the
Agent, or any Person or agent the Agent may designate, as such Borrower's
attorney-in-fact, at the Borrowers' 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 the Existing
Commitments have been terminated:

              (a)      To receive, take, endorse, sign, assign and deliver, all
in the name of the Agent, the Lenders or any 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 any
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 any 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 any Borrower's account;

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              (e)      To take or bring, in the name of the Agent, the Lenders
or any 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 CBI 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 any 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 certificate among one or more Borrower
Entities, the Agent and the Lenders or executed by one or more Borrower Entities
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 any 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 any 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 any
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 one or more Borrower Entities, the
Agent and the Lenders or executed by one

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or more Borrower Entities 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 any Borrower becomes aware of
its occurrence;

              (f)      except as permitted in Section 9.4, dissolution,
liquidation, winding up or cessation of the business of any Borrower or any
Subsidiary (other than an Inactive Subsidiary) or the failure of any Borrower or
any Subsidiary to meet its debts generally as they mature, or the calling of a
meeting by any Borrower of any Borrower's or any of its Subsidiaries' creditors
for purposes of compromising any Borrower's or any of its Subsidiaries' debts,
or the admission by any Borrower of its inability to pay its debts as they
become due;

              (g)      the commencement by or against any 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 any
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 any 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 any 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 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 any 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 any Borrower to any Credit
Document are illegal, invalid or unenforceable;

              (k)      the occurrence of a default or event of default (in each
case which shall continue beyond the expiration of any applicable grace periods)
under the German Financing Documents or the failure of Atlanta or Eurosub to pay
any amounts when due under the German Financing Documents;

              (l)      one or more judgments or decrees shall be entered against
any 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

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such judgments or decrees shall not have been vacated, discharged or stayed or
bonded pending appeal within thirty (30) days from the entry thereof;

              (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 any 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); or

              (n)      (i) CIL merges or consolidates with any Person unless
such merger or consolidation does not materially impair the Collateral taken as
a whole or the value thereof to the Lenders; provided, however, that CIL may
merge or consolidate with and into any Credit Party (as long as) if such merger
or consolidation involves (x) a Borrower, such Borrower is the surviving entity
or (y) a Secured Credit Party (but not a Borrower), a Secured Credit Party is
the surviving entity) or (ii) CIL alters or modifies CIL's organizational
documents or form of organization (other than in connection with an Equity
Issuance permitted hereunder).

       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 Aggregate Required
Lenders, the Agent shall, upon the written or telecopied request of the
Aggregate Required Lenders, and by delivery of written notice to any 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 one or more of the Borrowers: (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 the Existing 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 Existing 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 Aggregate 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), CBI 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
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.

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                                  ARTICLE XII.

                                   TERMINATION

              Except as otherwise provided in Article XI of this Credit
Agreement, the Existing 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 no Borrower shall 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 any Borrower.

       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

                                       110



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 each Borrower in connection with the taking or not taking of any
action in connection herewith and (ii) its own appraisal of the creditworthiness
of each 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
any 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 any 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 any 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
Aggregate Required Lenders, the Existing Required Lenders or the Term B Required
Lenders, as applicable, or, as required, each of the Lenders. If the Agent shall
request instructions from the Aggregate Required Lenders, the Existing Required
Lenders or the Term B Required Lenders, as applicable, 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 Aggregate Required Lenders, the Existing
Required Lenders or the Term B Required Lenders, as applicable, 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 Aggregate Required Lenders, the Existing Required Lenders or
the Term B Required Lenders, as applicable, or each of the Lenders, as the case
may be.

       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,

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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 one or more of the Borrowers with respect to matters
concerning one or more of the Borrowers), 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 one
or more of the Borrowers, each Lender will reimburse and indemnify the Agent in
proportion to its respective Existing Commitment and/or outstanding Term B Loans
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 however, that only the Term B Lenders shall be required to
reimburse the Agent (in proportion to their respective outstanding Term B Loans)
for and against any of the liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements incurred by or asserted against the Agent
relating solely to the German Collateral or the German Financing; and provided
further, 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," "Aggregate
Required Lenders," "Existing Required Lenders," "Term B 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
one or more of the Borrowers or any affiliate of one or more of the Borrowers as
if it were not performing the duties specified herein, and may accept fees and
other consideration from the Borrowers 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

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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.

       13.9   SUCCESSOR AGENT.

              (a)      The Agent may, upon five (5) Business Days' notice to the
Lenders and CBI, 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 CBI. Upon any such resignation, the
Aggregate 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 Aggregate 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 Aggregate Required
Lenders or the Agent) shall have been approved in writing by CBI (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 CBI. 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 Aggregate 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
Aggregate 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

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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.

              (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 Existing 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 CBI 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 Aggregate 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 Aggregate Required Lenders or all of the Lenders, as
applicable, and upon at least five (5) Business Days' prior written request by
any 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
CBI or any of its Subsidiaries in respect of) all interests retained by CBI 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 CBI 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.

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              (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 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 Aggregate
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  APPLICATION OF PROCEEDS UPON AN EVENT OF DEFAULT.

              (a)      All proceeds of Collateral (other than proceeds of German
Collateral) received by the Agent pursuant to the exercise of remedies under the
Credit Documents or otherwise realized upon the occurrence and during the
continuation of an Event of Default shall, when received by the Agent in cash or
its equivalent, be applied as follows: first, to all reasonable costs and
expenses of the Agent (including, without limitation, reasonable attorneys' fees
and expenses) incurred in connection with the implementation and/or enforcement
of the Security Documents and other Credit Documents; second, to all costs and
expenses of the Existing Lenders of Original Term Loans and Revolving Loans
(including, without limitation, reasonable attorneys' fees and expenses)
incurred in connection with the implementation and/or enforcement of the
Security Documents and other Credit Documents; third, to the Original Term
Loans, to be applied to the remaining principal installments thereof in inverse
order of maturity; fourth, to the Revolving Loans (and after all Revolving Loans
have been repaid) to a cash collateral account in an amount equal to existing
Letter of Credit Obligations; fifth, to all costs and expenses of the Term B
Lenders (including, without limitation, reasonable attorneys' fees and expenses)
incurred in connection with the implementation and/or enforcement of the
Security Documents and other Credit Documents; sixth, to the Term B Loans;
seventh, to the payment of any other Obligations (other than Obligations
incurred pursuant to Foreign Currency Exchange Agreements) secured by such
Collateral; eighth, to the payment of any Obligations incurred pursuant to
Foreign Currency Exchange Agreements secured by such Collateral; and ninth, to
the payment of the surplus, if any, to whomever may be lawfully entitled to
receive such surplus. CBI and the Guarantors shall remain liable to the Agent
and the Lenders for any deficiency. Any and all amounts applied pursuant to the
third and fourth clauses of this Section 13.12(a) shall result in a reduction of
both the CBI Maximum Credit Line and the Maximum Credit Line by such amount.

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              (b)      All proceeds of German Collateral received by the Agent
pursuant to the exercise of remedies under the Credit Documents or otherwise
realized upon the occurrence and during the continuation of an Event of Default
shall, when received by the Agent in cash or its equivalent, be applied as
follows: first, to all reasonable costs and expenses of the Agent (including,
without limitation, reasonable attorneys' fees and expenses) incurred in
connection with the implementation and/or enforcement of the Security Documents
and other Credit Documents; second, to all costs and expenses of the Term B
Lenders (including, without limitation, reasonable attorneys' fees and expenses)
incurred in connection with the implementation and/or enforcement of the
Security Documents and other Credit Documents; third, to the Term B Loans;
fourth, to the payment of any other Obligations of Atcon; fifth, to the payment
of the surplus, if any, to whomever may be lawfully entitled to receive such
surplus. Atcon and the Guarantors shall remain liable to the Agent and the
Lenders for any deficiency.

              Notwithstanding anything to the contrary in this Credit Agreement
or any other Credit Document, all proceeds of Collateral received by the Agent
pursuant to the exercise of remedies under the Credit Documents shall be applied
in accordance with this Section 13.12.

       13.13  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 any Borrower, any Subsidiary, the
Aggregate Required Lenders, the Existing Required Lenders, the Term B 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.

       13.14  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.

              Each 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

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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.

       14.2   JURY TRIAL.

              TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH 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,
each Borrower hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the nonexclusive jurisdiction of such
courts. Each 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 each 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. Each 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 any Borrower in any other
jurisdiction.

              (b)      Each 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.

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       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 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 any Borrower,
then to such Borrower c/o 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 any 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)      No Borrower shall 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 Existing 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 any
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

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assignment shall be for less than $5,000,000 or, if less, the entire remaining
Existing Commitment or outstanding Term B Loans, as applicable, 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 assignment of Existing
Commitments or Existing Loans shall be of a uniform, and not a varying,
percentage of all rights and obligations under and in respect of the Existing
Commitments and the Existing Loans; 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 account 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, (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)      Upon the occurrence and during the continuation of any
Event of Default, the Term B Lenders shall have the option to require any Lender
that is not participating in the Term B Loans to assign, at par plus all accrued
interest and fees, all of such Lender's rights and obligations under the Credit
Agreement to the Term B Lenders so long as the parties provide for the
termination of the Existing Commitment of each of the assigning Lenders and an
increase in the Existing Commitments of one or more of the Term B Lenders
accepting such assignment, so that the Existing Commitments, after giving effect
to such assignment, shall be in the same aggregate amount as the Existing
Commitments immediately before giving effect to such assignment. The foregoing
right may be exercised by one or more of the Term B Lenders at any time upon
notice to the Agent and the other Lenders, provided that the Agent shall
thereupon notify the other Term B Lenders of the exercise of such option and
each of the other Term B Lenders shall have five (5) Business Days to notify the
Agent of such other Term B Lender's intention to participate in such purchase on
a pro rata basis with those other Term B Lenders which have elected to
participate in the purchase. The Agent shall thereupon take all actions needed
to complete the assignment in accordance with the same procedures used under
subparagraph (c) above within five (5) additional Business Days and each of the
Term B Lenders shall remit to the Agent for payment to the selling Lender the
full amount of its purchase price. The Term B Lenders purchasing hereunder shall
pay the assignment fee to the Agent as contemplated by Section 14.6(c) above.

              (e)      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

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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 any Borrower or the
performance or observance by any 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.

              (f)      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 recordation of the names and addresses of the
Lenders and the aggregate 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 each 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 each Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

              (g)      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 each Borrower. Within five (5)
Business Days after its receipt of such notice, each applicable 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 applicable
Borrower) a new Note or Notes to the order of the assignee in an amount equal to
the Existing Commitment and/or outstanding Term B Loans assumed by it pursuant
to such Assignment and Acceptance and, if the assigning Lender has retained an
Existing Commitment and/or outstanding Term B Loans, a new Note or Notes to the
order of the assigning Lender in an amount equal to the Existing Commitment
and/or outstanding Term B Loans 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.

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              (h)      Each Lender may sell participations (without the consent
of the Agent, any 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 Existing Commitment, 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 Existing Commitment to any 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) each 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.

              (i)      Each Lender agrees that, without the prior written
consent of each 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.

              (j)      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 any Borrower.

              (k)      Each Borrower shall maintain, or cause to be maintained,
a register (the "Borrower 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
Borrower 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), each Borrower shall treat the Person in whose name such
Loan (and the Registered Note, if any, evidencing the same) is

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registered as the owner thereof for the purpose of receiving all payments
thereon and for all other purposes, notwithstanding notice to the contrary.

              (l)      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 any 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 by law, the affected Lending
Party shall provide prior written notice to the Borrowers 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 CBI and customarily found in such publications.

       14.8   PAYMENT OF EXPENSES; INDEMNIFICATION.

              The Borrowers, jointly and severally, agree 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 either Borrower under this Credit
Agreement and (b) the Agent and each Lender in connection with enforcement of
the

                                       122



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 either 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
Borrowers, jointly and severally, agree to pay, upon demand, for the separate
account of the 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 the 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 the 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 Borrowers' (or any of
their Subsidiaries') business valuation. The Borrowers, jointly and severally,
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 one or
more of the Borrowers 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 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 one or more of the Borrowers or any of the
Lenders in connection with compliance by CBI 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 any Borrower hereunder
are unenforceable for any reason, such Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law. The Borrowers' 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 Borrowers, jointly and
severally, 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 one or more
Borrowers (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

                                       123



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 Borrowers, the Agent
and the Lenders, supersedes any prior agreements among them, and shall bind and
benefit each 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 CBI.

       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 one
or more Borrowers therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Aggregate Required Lenders, or if the
Lenders shall not be parties thereto, by the parties thereto and consented to by
the Aggregate 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, however, that amendments, consents or waivers of any
provisions of Sections 2.2(d) and 2.3(a)-(b) (to the extent and solely to the
extent that such provisions relate to Atcon's obligations to repay the Term B
Loans), Section 4.1 (to the extent such provisions relate to the Interest Rate
or Minimum Rate applicable to Obligations owing solely to the Term B Lenders)
and Section 9.3(i) shall be effective if the same shall be in writing and signed
by the Term B Required Lenders; provided further, that no amendment, waiver or
consent shall, unless in writing and signed by all the Lenders, do any of the
following: (a) increase the Existing Commitment 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, or interest on, any Note or any Letter of Credit reimbursement
obligations or any fees hereunder, (d) change the percentage of the Existing
Commitments or Term B Loan Commitments, or any minimum requirement necessary for
the Lenders or the Aggregate Required Lenders, Existing Required Lenders or Term
B Required Lenders to take any action hereunder, (e) amend or waive Section 2.3,
Section 2.8, Section 2.9, Section 13.6, Section 13.12, Section 14.6 or this
Section 14.10, or change the definitions of Aggregate Required Lenders, Existing
Required Lenders or Term B 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 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 Borrowers 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

                                       124



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, no consent of any Borrower shall 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 Borrowers 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 any
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 each Borrower
and each Lender.

       14.11  NONLIABILITY OF AGENT AND LENDERS.

              The relationship between the Borrowers on the one hand and the
Lenders and the Agent on the other hand shall be solely that of borrowers and
lenders. Neither the Agent nor any Lender shall have any fiduciary
responsibilities to any Borrower. Neither the Agent nor any Lender undertakes
any responsibility to any Borrower to review or inform any Borrower of any
matter in connection with any phase of any 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 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.

                                       125



       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 Borrowers, 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 Borrowers 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 applicable
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
Borrowers 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 Borrowers, the Agent and the Lenders.

       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 any Borrower have matured, have the right to appropriate and
apply to the payment of the Obligations of any 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.

                                       126



       14.19  POWER OF ATTORNEY.

              Each Subsidiary of CBI hereby appoints the chief accounting
officer and any vice president of CBI (each of whom is a senior officer of CBI)
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 CBI hereby
undertakes to ratify everything which either of its Attorneys shall do in order
to execute the Documents mentioned herein.

       14.20  RESTATEMENT OF AMENDED AND RESTATED 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 Amended and Restated 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 Amended and Restated 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.

              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.

       14.21  PRODUCE VENTURES.

              The parties hereto agree to the provisions set forth in Schedule
14.21.

                                       127



       14.22  CBI ACKNOWLEDGEMENT.

              CBI acknowledges and agrees that (i) any and all liens, security
interests and encumbrances granted by CBI pursuant to one or more Credit
Documents secure the payment and performance of CBI's obligations in its
capacity as a Borrower and also in its capacity as a guarantor of Atcon's
obligations and (ii) the license of certain assets, rights and interests to CIL
pursuant to the Trademark License Agreement is expressly subject to the prior
liens and rights of the Agent under the Credit Documents in such assets, rights
and interests

                                       128



              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.

BORROWERS:                 CHIQUITA BRANDS, INC.


                           By: /s/
                              ------------------------------------
                           Name: Carla A. Byron
                           Title: Vice President and Treasurer


                           ATCON FINANZ, INC.


                           By: /s/
                              ------------------------------------
                           Name: Carla A. Byron
                           Title:  Vice President and Treasurer


AGENTS AND LENDERS:        FOOTHILL CAPITAL CORPORATION,
                           as Agent and as a Lender

                           By: /s/
                              ------------------------------------
                           Name: Stephen Schwartz
                           Title: Senior Vice President

                           WELLS FARGO BANK, NATIONAL ASSOCIATION,
                           as Lead Arranger, Syndication Agent and as a Lender


                           By: /s/
                              ------------------------------------
                           Name:  David E. Wilsdorf
                           Title: Vice President

LENDERS:                   ABLECO FINANCE LLC, for itself and its affiliated
                           assignees, as an Existing Lender

                           By: /s/
                              ------------------------------------
                           Name:  Kevin Genda
                           Title: Chief Credit Officer



                           ABLECO FINANCE LLC, for itself and its affiliated
                           assignees, as a Term B Lender

                           By: /s/
                              ------------------------------------
                           Name:  Kevin Genda
                           Title: Chief Credit Officer


                           PNC BANK, National Association,
                           as a Lender

                           By: /s/
                              ------------------------------------
                           Name:  Bruce A. Kintner
                           Title: Vice President


                           Oak Hill Securities Fund, L.P.,
                           as a Lender


                           By: Oak Hill Securities GenPar, L.P.
                                 its General Partner

                           By: Oak Hill Securities MGP, Inc.,
                                 its General Partner


                           By: /s/
                              ------------------------------------
                           Name:  Scott D. Krase
                           Title: Vice President


                           Oak Hill Securities Fund II, L.P.,
                           as a Lender


                           By: Oak Hill Securities GenPar II, L.P.
                                 its General Partner

                           By: Oak Hill Securities MGP II, Inc.,
                                 its General Partner


                           By: /s/
                              ------------------------------------
                           Name:  Scott D. Krase
                           Title: Vice President

                           LaSalle Bank National Association,
                           as a Lender


                           By: /s/
                              ------------------------------------
                           Name:  Warren Weber
                           Title: First Vice President

EX-10.(E)

                                                                    Exhibit 10-e

          ACQUISITION AND CANCELLATION AGREEMENT dated as of September 13, 2002
between and among Chiquita Brands International, Inc., a New Jersey corporation
("Chiquita"), HMB Holding Company, a Delaware corporation ("HMB"), BNS Global,
Inc., a Delaware corporation ("BNS"), Trent Company, a Delaware corporation
("Trent"), and REG Holdings, Inc., a Delaware corporation ("REG").

RECITALS

          A. HMB owns all of the outstanding stock of Intrepid Investment
Company, a Delaware corporation ("Intrepid").

          B. BNS indirectly owns all of the outstanding stock of Hemisphere XII
Investors Ltd., a Cayman Islands private company ("Hemisphere").

          C. Trent owns all of the founder's rights of BJS Kisimul
Establishment, a Liechtenstein anstalt ("BJS"). BJS owns 81% of the outstanding
stock of Hameico Fruit Trade GmbH, a German limited liability company
("Hameico"). A Chiquita subsidiary owns 19% of the outstanding stock of Hameico.

          D. REG owns all of the founder's rights of SET Fruchthandel, a
Liechtenstein anstalt ("SET"). SET owns all of the outstanding stock of Wessels
GmbH, a German limited liability company ("Wessels").

          E. HMB, BNS, Trent and REG are herein referred to as the "Holding
Companies." Intrepid, Hemisphere, BJS and SET are herein referred to as the
"Borrowers." Intrepid, Hemisphere, Hameico and Wessels are herein referred to as
the "Limited Partners."

          F. Chiquita subsidiaries (the "Lenders") have made loans (the "Loans")
to the Borrowers. At June 30, 2002, the unpaid principal, interest and fees
under the Loans owed to the Lenders by each Borrower were as follows:

                                               Principal       Interest and Fees
                                           -----------------   -----------------
Intrepid                                   (euro) 25,001,626   (euro) 5,137,742
Hemisphere                                 (euro) 90,645,969   (euro) 4,104,983
BJS                                        (euro) 11,555,197   (euro) 25,730,301
SET                                        (euro) 20,042,971   (euro) 59,363,785

          G. The Limited Partners beneficially own limited partnership interests
(the "Scipio Interests") in Scipio Gmbh & Co., a German limited partnership
("Scipio"). The percentage of the total equity interests in Scipio represented
by the Scipio Interests owned by each Limited Partner is as follows:




Intrepid       24.38%
Hemisphere     24.09%
Hameico        24.61%
Wessels        23.89%
               -----
Total          96.97%

          H. Each Loan is secured by a pledge of all of the Scipio limited
partnership interests owned by the Borrower or by all of the shares of the
Borrower's subsidiary that owns Scipio limited partnership interests (the
"Collateral"), as follows:

Borrower                                    Collateral
- ----------                                  ------------------------------------
Intrepid                                    Scipio limited partnership interests
Hemisphere                                  Scipio limited partnership interests
BJS                                         Hameico shares
SET                                         Wessels shares

          I. As used herein, (a) the term "own" in some cases does not include
legal ownership, but in all cases includes beneficial ownership and (b) a
"subsidiary" means any entity (whether a corporation, company, anstalt or
limited partnerhip) more than 50% of whose equity interests are beneficially
owned.

          J. Chiquita is willing to acquire, through one or more subsidiaries by
means of a series of transactions (the "Transactions"), all of the Scipio
Interests owned by the Limited Partners. The Holding Companies are willing to
cause the Limited Partners and their other subsidiaries to effect such
purchases. The parties are also willing, to settle amounts owed under the loans
as provided in this Agreement.

          AGREEMENTS

          Subject to the terms and conditions of this Agreement, the parties
hereto agree as follows:

     1.   At a time prior to the first Closing Date (as defined in Paragraph 2)
          designated by Chiquita, Chiquita will cause each Lender to cancel all
          of the unpaid interest and fees on each Loan (the "Interest
          Cancellation"). The agreement effecting the Interest Cancellation
          shall provide that interest only is being cancelled and that any
          further payments on the Loans will be applied solely against the
          outstanding principal of the Loans.

     2.   On one or more closing dates designated by Chiquita (the "Closing
          Dates"), Chiquita will cause one or more of its subsidiaries
          (collectively, the "Buyers") to acquire, and each Holding Company will
          cause its Limited Partner subsidiary (or the successor in interest of
          such Limited Partner, if any, in Transactions specified by Chiquita in
          accordance with this Agreement), to transfer to the Buyer specified by
          Chiquita, all of such Limited Partner's Scipio Interests (each such
          purchase and sale being herein referred to as an "Acquisition"). Such
          Acquisitions of



          Scipio Interests may be effected directly or, if and to the extent
          designated by Chiquita, through the transfer to a Chiquita subsidiary
          of equity interest in an entity directly or indirectly owning Scipio
          Interests.

     3.   The aggregate purchase price for the Scipio Interests (the "Purchase
          Price") shall be $47.4 million, which shall be payable, at Chiquita's
          option, in cash and/or notes of the Buyers having a market rate of
          interest. The Purchase Price shall be allocated among the Limited
          Partners (or their successors in interest, as the case may be) in
          proportion to their respective percentage ownership interests in
          Scipio.

     4.   Each Holding Company will cause each of its subsidiaries (including
          its Borrower and Limited Partner subsidiaries), by means of such
          Transactions as Chiquita shall specify, to apply the entire Purchase
          Price received by such Holding Company's Limited Partner subsidiary
          (or its successor in interest) to make payments of principal on the
          Loan owed by such Holding Company's Borrower subsidiary (each such
          payment being herein referred to as a "Loan Payment"). Immediately
          following the such Loan Payment, Chiquita will cause each Lender to
          cancel the unpaid principal of such Loan (a "Loan Cancellation").

     5.   Each Holding Company will, and will cause each of its subsidiaries to,
          execute and deliver such agreements and documents, and take such other
          actions (including each Limited Partner's approval of all of the
          Acquisitions), as are requested by Chiquita in order to effect each
          Interest Cancellation, Acquisition, Loan Payment and Loan Cancellation
          in the manner, and through such Transactions, as Chiquita shall
          designate. Such Transactions may include intercompany transactions
          implemented prior to October 1, 2002 between certain Holding Companies
          and certain of their subsidiaries or between certain subsidiaries of
          certain Holding Companies. Each Holding Company will also cooperate
          with Chiquita and its subsidiaries with respect to obtaining the
          Required Governmental Approvals referred to below.

     6.   Chiquita's obligations under this Agreement to effect any Interest
          Cancellation, Acquisition, Loan Payment or Loan Cancellation are all
          subject to the satisfaction, on or prior to the first Closing Date, of
          each of the following conditions (the "Closing Conditions"):

          a.   Chiquita shall have received all necessary governmental approvals
               for all of the transactions contemplated hereby, including all
               necessary approvals of the Acquisitions by the cartel authorities
               of Germany and Austria (the "Required Governmental Approvals").

          b.   Agreements satisfactory to Chiquita for the continuation of
               credit to Scipio's subsidiary, Atlanta AG, a German company
               ("Atlanta") in an aggregate amount not less than that currently
               provided by Atlanta's lender banks, shall have been entered into
               by (i) Atlanta's current bank lenders or (ii) such other banks as
               Chiquita or Atlanta shall arrange to provide such credit.



          c.   Chiquita's subsidiary, Chiquita Brands, Inc., a Delaware
               corporation ("CBI"), shall have received all necessary consents
               for all of the transactions contemplated hereby, as well as the
               investment of up to $15 million by CBI or its subsidiaries in
               Atlanta following the Acquisitions, under the Amended and
               Restated Credit Agreement dated as of March 6, 2002, among CBI,
               the Lenders named therein, Wells Fargo Bank, National
               Association, as lead arranger and syndication agent, and Foothill
               Capital Corporation, as administrative agent.

          d.   The covenants contained in the Indenture dated as of March 15,
               2002 between Chiquita and Wells Fargo Bank Minnesota, National
               Association, as Trustee, shall not, in Chiquita's judgment, be
               contravened as a result of the consummation of any of the
               transactions contemplated hereby.

          e.   Each of the Holding Companies shall have complied in all material
               respects with all obligations and covenants required to be
               performed or complied with at or prior to the first Closing Date
               under this Agreement, including its obligations under paragraph
               5.

     7.   Each Holding Company's respective obligation to effect an Acquisition
          is subject to Chiquita's receipt, on or prior to the first Closing
          Date, of all Required Governmental Approvals.

     8.   This Agreement may be terminated by any of the parties hereto on or
          after March 31, 2003 with respect to any Acquisition contemplated by
          this Agreement if such Acquisition has not occurred by that date.

     9.   The obligations of the Holding Companies under this Agreement are
          several and not joint.

     10.  This Agreement shall be governed by, and construed in accordance with,
          the laws of the State of Ohio.

     11.  All notices and other communications made in connection with this
          Agreement shall be in writing and shall be deemed to have been duly
          given if (a) mailed by first class mail, (b) transmitted by hand
          delivery, (c) sent by next-day or overnight mail or courier service or
          sent by facsimile transmission or email, addressed as follows:

          [notice provision omitted]



or, in each case, at such other address as may be specified in writing to the
other parties hereto.

     12.  This Agreement may be executed in several counterparts, each of which
          shall be deemed an original and all of which shall together constitute
          one and the same instrument.

     13.  This Agreement shall be binding upon and inure to the benefit of the
          parties hereto and their respective successors and heirs. This
          Agreement shall not be assignable by any of the parties hereto.
          Nothing in this Agreement shall confer any rights upon any person or
          entity other that the parties hereto and their respective successors
          and heirs. No amendment or waiver of this Agreement shall be valid or
          binding unless set forth in writing and executed by the party against
          whom enforcement of the amendment or waiver is sought.



IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.

CHIQUITA BRANDS INTERNATIONAL, INC.


BY /s/
   ---------------------------------
   Name:
   Title:


HMB HOLDING COMPANY


BY /s/
   ---------------------------------
   Name:
   Title:


BNS GLOBAL, INC.


BY /s/
   ---------------------------------
   Name:
   Title:


TRENT COMPANY


BY /s/
   ---------------------------------
   Name:
   Title:


REG HOLDINGS, INC.


BY /s/
   ---------------------------------
   Name:
   Title:

EX-10.(F)

                                                                    Exhibit 10-f

Excerpts from an agreement between Professor Dr. h.c. Bernd-Artin Wessels,
Holthorster Weg 59, 27721 Ritterhude (referred to as "BAW") and Chiquita Brands
International, Inc., Cincinnati, Ohio, USA (referred to as "Chiquita")

                                    Preamble

BAW is Chairman of the Supervisory Board of Atlanta AG, Breitenweg 29-33,
D-28195 Bremen (hereinafter referred to as "Atlanta"). BAW holds a limited
partnership interest of 1.021 Mio. (euro) in Scipio & Co. KG, Breitenweg 29-33,
28195 Bremen (hereinafter referred to as "Scipio"). BAW is sole shareholder and
general manager of Benedict & Co. GmbH, Breitenweg 29-33, 28195 Bremen
(hereinafter referred to as "Benedict"), which is the general partner of Scipio.
Scipio is the sole shareholder of Atlanta. ...

Chiquita intends to acquire the general partnership interest and all limited
partnership interests of Scipio and thereby control of the Scipio/Atlanta Group,
on a date most likely before the end of March 2003 ("Closing date"). ...

                                      (S) 1
                                     Scipio

1.   On the closing date BAW shall sell and assign his limited partnership
     interest in Scipio in the amount of 1.021 Mio. (euro) to Chiquita or an
     entity designated by Chiquita which accepts such sale and assignment. The
     purchase price shall be the nominal amount of the partnership interest. The
     purchase price shall be set off against a loan owed by Benedict to Atlanta
     in the capital amount of 765.750,00 (euro), so that the net amount to be
     paid to BAW shall be 1.021 Mio (euro) minus 765.750,00 (euro) and
     applicable interest.

2.   At the request of Chiquita BAW shall cause Benedict to sell and assign
     without undue delay its general partnership interest in Scipio to Hameico
     Fruit Tade GmbH for no consideration.

EX-10.(N)

                                                                    Exhibit 10-n

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
                 NON-QUALIFIED STOCK OPTION AWARD AND AGREEMENT

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the
"Company"), hereby awards you (the "Optionee" named below) a Non-Qualified Stock
Option ("Option") under the Chiquita 2002 Stock Option and Incentive Plan (the
"Plan") to purchase the number of shares of the Company's Common Stock, par
value $.01 per share ("Shares"), at the Option Price, set forth below, subject
to the following terms and conditions:

          Optionee:         No. of Shares:      Option Price:      Grant Date:
          ---------         --------------      -------------      -----------

   Cyrus F. Freidheim, Jr.      150,000             $11.73        March 11, 2003

Unless otherwise provided in this Agreement, capitalized terms have the meanings
specified in the Plan.

VESTING: This Option vests between the Grant Date and March 11, 2006, with
one-third of the total number of Shares vesting (becoming exercisable) on March
11 in each of 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 or served as a director of the Company (such
employment or service being hereinafter referred to as "Service") 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 Option by reason of the
Change of Control. If your Service terminates because of your death or
Disability, all the Shares covered by this Option will vest on termination of
your Service. If your Service terminates because of your Retirement (as defined
below), vesting of the Shares covered by this Option will cease as of the date
of your Retirement. For purposes of this Option, notwithstanding the provisions
of the Plan, your "Retirement" shall be deemed to occur upon the termination of
your Service for any reason other than Cause or your death or Disability.

TERM: This Option expires 10 years from the Grant Date set forth above. If your
Service terminates prior to the expiration date, this Option will be subject to
earlier termination as specified in the Plan or this Agreement.

EXERCISE: In order to exercise this Option, you must deliver to the Company a
written notice indicating the number of Shares being exercised, accompanied by
full payment of the Option Price. You must exercise this Option for at least 100
shares, unless the total number of vested Shares covered by this Option is less
than 100, in which case you must exercise this Option for all then-vested
Shares. You may pay the Option Price in cash or in shares of Common Stock owned
by you for at least six months prior to the exercise. You will have no rights as
a stockholder with respect to the Shares before exercise of this Option and
delivery to you of a certificate evidencing those Shares.

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

CONDITIONS: This Option 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. 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
                                                   _________________________________________
By:  _________________________________________
     Cyrus F. Freidheim, Jr.                       _________________________________________

Date Acknowledged: ___________________________     _________________________________________
                                                   Social Security Number

EX-10.(P)

                                                                    Exhibit 10-p

                       CHIQUITA BRANDS INTERNATIONAL, INC
                      2002 STOCK OPTION AND INCENTIVE PLAN
           DIRECTORS' NON-QUALIFIED STOCK OPTION AWARD AND AGREEMENT

GRANT: Chiquita Brands International, Inc., a New Jersey corporation
("Company"), hereby awards you (the "Optionee" named below) a Non-Qualified
Stock Option ("Option") under the Chiquita 2002 Stock Option and Incentive Plan
(the "Plan") to purchase the number of shares of the Company's Common Stock, par
value $.01 per share ("Shares"), at the Option Price, set forth below, subject
to the following terms and conditions:

            Optionee:   No. of Shares:   Option Price:   Grant Date:
            ---------   --------------   -------------   -----------

                            50,000

Unless otherwise provided in this Agreement, capitalized terms have the meanings
specified in the Plan.

VESTING: This Option vests between the Grant Date and [fourth anniversary of the
Grant Date], with 25% of the total number of Shares vesting (becoming
exercisable) on            [month and day of award] in each of 20  , 20  , 20  ,
                -----------                                      --    --    --
and 20   [the first, second, third and fourth anniversaries of the Grant Date]
      --
or, if earlier, upon a Change of Control of the Company; provided that you have
served continuously as a director of the Company 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 Option by reason of the Change of
Control. If your service as a director terminates because of your death or
Disability, all Shares covered by this Option will vest on the termination of
your service. If your service as a director terminates because of your
Retirement (as defined below), vesting of the Shares covered by this Option will
cease as of the date of your Retirement. For purposes of this Option,
notwithstanding the provisions of the Plan, your "Retirement" shall be deemed to
occur upon the termination of your services as a director, regardless of your
age, for any reason other than Cause or your death or Disability.

TERM: This Option expires 10 years from the Grant Date set forth above. If your
service as a director terminates prior to the expiration date, this Option will
be subject to earlier expiration as specified in the Plan.

EXERCISE: In order to exercise this Option, you must deliver to the Company a
written notice indicating the number of Shares being exercised, accompanied by
full payment of the Option Price. You must exercise this Option for at least 100
shares, unless the total number of vested Shares covered by this Option is less
than 100, in which case you must exercise this Option for all then-vested
Options. You may pay the Option Price in cash or in shares of Common Stock owned
by you for at least six months prior to the exercise. You will have no rights as
a stockholder with respect to the Shares before exercise of this Option and
delivery to you of a certificate evidencing those Shares.

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting
from the issuance of Shares upon exercise of this Option. The Company has the
right to withhold all applicable taxes due upon the exercise of this Option (by
deduction from director's fees or otherwise) from the proceeds of such exercise
or from future director's fees or any other payments.

CONDITIONS: This Option 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 provisions of the Plan will apply. Your
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. 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


By:
   ---------------------------------------   -----------------------------------
   Director/Optionee Signature

Date Acknowledged:
                  ------------------------   -----------------------------------
                                             Social Security Number

EX-10.(R)

                                                                    Exhibit 10-r

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
                 NON-QUALIFIED STOCK OPTION AWARD AND AGREEMENT

Congratulations! You have been awarded a stock option 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 purchase shares of the Company's Common Stock at
today's market price. Over time, you may have the opportunity to earn additional
compensation through the exercise of this option. 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 Optionee named below) a Non-Qualified Stock
Option ("Option") to purchase the number of shares of the Company's Common
Stock, par value $.01 per share ("Shares"), at the Option Price, set forth
below, subject to the following terms and conditions:

   Optionee:         No. of Shares:         Option Price:         Grant Date:
   ---------         --------------         -------------         -----------

VESTING: This Option vests between the Grant Date and             , 20  ,
                                                      --------- --    --
[fourth anniversary of the Grant Date] with 25% of the total number of Shares
vesting (becoming exercisable) on               [month and day of award] in each
                                  --------- ---
of 20  , 20  , 20  , and 20   [first, second, third and fourth anniversaries of
     --    --    --        --
the Grant Date] 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 Option by reason of the Change of Control. If your employment
terminates because of your death, Disability or Retirement, all the Shares
covered by this Option will vest on your termination of employment.

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

EXERCISE: In order to exercise this Option, you must deliver to the Company a
written notice indicating the number of Shares being exercised, accompanied by
full payment of the Option Price. You must exercise this Option for at least 100
shares, unless the total number of vested Shares covered by this Option is less
than 100, in which case you must exercise this Option for all then-vested
Shares. You may pay the Option Price in cash or in shares of Common Stock owned
by you for at least six months prior to the exercise. You will have no rights as
a stockholder with respect to the Shares before exercise of this Option and
delivery to you of a certificate evidencing those Shares.

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

CONDITIONS: This Option 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 (including country)
   Human Resources
                                      ------------------------------------------


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

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

EX-10.(T)

                                                                    Exhibit 10-t

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

Chiquita Brands International, Inc., a New Jersey corporation ("Company"),
hereby awards to you (the "Grantee" named below) restricted shares of the
Company's Common Stock, par value $.01 per share ("Shares"), subject to the
forfeiture provisions and other terms of this Agreement. This award is being
made pursuant to the Chiquita 2002 Stock Option and Incentive Plan (the "Plan").
The Shares will be issued at no cost to you on the Vesting Dates set forth
below, provided that you serve as a director of the Company or are employed by
the Company or any of its Subsidiaries (such service or employment being
hereinafter referred to as "Service") on the applicable Vesting Date. 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.

        Grantee:           No. of Shares:     Grant Date:       Vesting Dates:
        --------           --------------     -----------       --------------
 Cyrus F. Freidheim, Jr.       30,000        March 11, 2003   March 11, 2004 and
                                                                March 11, 2005

VESTING: The Shares will vest in two equal installments of 15,000 shares each on
March 11 in each of the years 2004 and 2005 or, if earlier, upon a Change of
Control of the Company (the "Vesting Dates"), subject, however, to the
forfeiture provisions set forth below. 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
award by reason of the Change of Control. If your Service terminates because of
your death or Disability, then all the Shares issuable under this award will
vest upon termination of your Service. Notwithstanding the provisions of the
Plan, no unvested Shares will vest by virtue of your Retirement. On each Vesting
Date (or promptly thereafter), the Company will deliver to you a certificate
representing the Shares which have vested on such date.

NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to any Vesting Date, you will
have no rights as a shareholder of the Company with respect to the Shares to be
issued on or after that Vesting Date.

FORFEITURE OF SHARES: In the event of the termination of your Service for any
reason (other than as a result of death or Disability), then all unvested Shares
will be forfeited as of the date of termination of your Service, and any rights
to such forfeited Shares will immediately cease.

BUY OUT: On any Vesting Date, the Company will have the right, in its sole
discretion and without your consent, to elect to pay you the Fair Market Value
of the Shares vesting on such Vesting Date in lieu of issuing you a certificate
for such Shares. The Company's determination on any Vesting Date to issue Shares
or to pay the Fair Market Value of Shares shall in no way affect the Company's
right to elect to issue Shares or to pay the Fair Market Value of the Shares on
any other Vesting Date.

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

CONDITIONS: This award 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. 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.         Complete Grantee Information below:

By:  ____________________________________   Home Address
       Barry H. Morris, Vice President
       Human Resources
                                            ____________________________________

By:  ____________________________________   ____________________________________
       Cyrus F. Freidheim, Jr.

Date Acknowledged: ______________________   ____________________________________
                                            Social Security Number

EX-10.(U)

                                                                    Exhibit 10-u

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

Chiquita Brands International, Inc., a New Jersey corporation ("Company"),
hereby awards to you (the "Grantee" named below) restricted shares of the
Company's Common Stock, par value $.01 per share ("Shares"), subject to the
terms of this Agreement. This award is being made pursuant to the non-employee
director restricted stock program under the Chiquita 2002 Stock Option and
Incentive Plan (the "Plan"). The Shares will be issued at no cost to you on the
day that you cease to be a non-employee director of the Company. 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.

     ---------------------------------------
     Grantee:   No. of Shares:   Grant Date:
     --------   --------------   -----------
                     2,500
     ---------------------------------------

VESTING: The Shares will vest 100% on the day that Grantee ceases to be a
non-employee director or, if earlier, upon a Change of Control of the Company
(the "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 award by reason of the
Change of Control. On the Vesting Date (or promptly thereafter), the Company
will deliver to you a certificate representing the Shares granted under this
Award.

NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to the Vesting Date, you will
have no rights as a shareholder of the Company with respect to the Shares being
granted under this award.

BUY OUT: On the Vesting Date, the Company will have the right, in its sole
discretion and without your consent, to elect to pay you the Fair Market Value
of the Shares in lieu of issuing you a certificate for such Shares.

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting
from the grant of this award or the issuance of Shares upon vesting of this
award. The Company has the right to withhold all applicable taxes due upon the
vesting of this award from the proceeds of this award or from future earnings
(including accrued but unpaid director's fees or any other payments.)

CONDITIONS: This award 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. 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.         Complete Grantee Information below:


By:                                         Home Address
   --------------------------------------   ------------------------------------
      Barry H. Morris, Vice President
      Human Resources


By:
   --------------------------------------   ------------------------------------

Date Acknowledged:
                   ----------------------   ------------------------------------
                                            Social Security Number

EX-10.(FF)

                                                                   Exhibit 10-ff

                                   (Refiled to correct previously filed version)

                     Additional Change of Control Provisions
                             for David J. Ockleshaw
                         relating to a Change of Control
                       of Chiquita Processed Foods, L.L.C.

If, within two years after a Change of Control of Chiquita Processed Foods,
L.L.C. ("CPF"), your employment with CPF is terminated without Cause or you
resign for Good Reason or for any reason, you will be entitled to receive a
lump-sum severance payment equal to two times the sum of your then-current base
salary plus your then-current target bonus opportunity, and 100% vesting of all
stock options. "Change of Control" means (i) CPF ceasing to be a direct or
indirect subsidiary of Chiquita Brands International, Inc. or its successor
entity ("CBII") or (ii) a sale of substantially all of CPF's assets to an entity
other than CBII or a CBII subsidiary. "Good Reason" means a reduction in your
base salary or target bonus opportunity, a materially adverse change in your
title or job responsibilities or a required relocation outside a 50 mile radius
of Company headquarters. "Cause" means commission of a felony, an act of willful
dishonesty or continuous failure to perform responsibilities after written
demand by your employer.

Regarding a change of control at Chiquita Brands International, should a change
of control provision be offered to a class of executives, you will be included
in said class and covered by the applicable provisions.

EX-13

Exhibit 13

Statement of Management Responsibility

The financial information presented in this Annual Report is the responsibility of Chiquita Brands International, Inc. management, which believes that it presents fairly the Company’s consolidated financial position and results of operations in accordance with generally accepted accounting principles.

The Company has a system of internal accounting controls, supported by formal financial and administrative policies. This system is designed to provide reasonable assurance that the financial records are reliable for preparation of financial statements and that assets are safeguarded against losses from unauthorized use or disposition. Management reviews these systems and controls at least quarterly to assess their effectiveness. In addition, the Company has a system of disclosure controls and procedures designed to ensure that material information relating to the Company and its consolidated subsidiaries is made known to Company representatives who prepare and are responsible for the Company’s financial statements and periodic reports filed with the Securities and Exchange Commission. The effectiveness of these disclosure controls and procedures is reviewed quarterly by management, including the Company’s Chief Executive Officer and Chief Financial Officer. Management will modify and improve these systems and controls as a result of the reviews or as changes occur in business conditions, operations or reporting requirements.

The Company’s worldwide internal audit function, which reports to the Audit Committee, reviews the adequacy and effectiveness of controls and compliance with policies.

The Audit Committee of the Board of Directors consists solely of directors who are considered independent under applicable New York Stock Exchange rules, and at least one member of the Audit Committee has been determined by the Board of Directors to be an “audit committee financial expert” as defined by SEC rules. The Audit Committee reviews the Company’s financial statements and periodic reports filed with the SEC, as well as the Company’s accounting policies and internal controls. In performing its reviews, the Committee meets periodically with the independent auditors, management and internal auditors, both together and separately, to discuss these matters.

The Audit Committee engages Ernst & Young, an independent auditing firm, to audit the financial statements and express an opinion thereon. The scope of the audit is set by Ernst & Young, following review and discussion with the Audit Committee. Ernst & Young has full and free access to all Company records and personnel in conducting its audits. Representatives of Ernst & Young meet regularly with the Audit Committee, with and without members of management present, to discuss their audit work and any other matters they believe should be brought to the attention of the Committee.

/s/ CYRUS F. FREIDHEIM, JR.	/s/ JAMES B. RILEY	/s/ WILLIAM A. TSACALIS
Chief Executive Officer	Chief Financial Officer	Chief Accounting Officer

Report of Ernst & Young, Independent Auditors

To the Board of Directors and Shareholders of Chiquita Brands
International, Inc.

We have audited the accompanying consolidated balance sheets of Chiquita Brands International, Inc. as of December 31, 2002 (Reorganized Company) and 2001 (Predecessor Company), and the related consolidated statements of income, shareholders’ equity, and cash flow for the nine months ended December 31, 2002 (Reorganized Company), the three months ended March 31, 2002 (Predecessor Company), and the years ended December 31, 2001 and 2000 (Predecessor Company). These financial statements, appearing on pages 16 to 58, are the responsibility of the Company’s management. Our responsibility is to express an opinion on those financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Chiquita Brands International, Inc. at December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for the nine month period ended December 31, 2002, the three month period ended March 31, 2002, and the years ended December 31, 2001 and 2000, in conformity with accounting principles generally accepted in the United States.

As more fully described in Note 2 to the consolidated financial statements, effective March 19, 2002, the Company emerged from protection under Chapter 11 of the U.S. Bankruptcy Code pursuant to a Reorganization Plan that was confirmed by the Bankruptcy Court on March 8, 2002. In accordance with AICPA Statement of Position 90-7, the Company adopted “fresh start” accounting whereby its assets, liabilities and new capital structure were adjusted to reflect estimated fair value at March 31, 2002. As a result, the consolidated financial statements for the periods subsequent to March 31, 2002 reflect the Reorganized Company’s new basis of accounting and are not comparable to the Predecessor Company’s pre-reorganization consolidated financial statements.

Additionally, as discussed in Note 1, in 2002 the Company changed its method of accounting for goodwill and other intangible assets.

/s/ Ernst & Young LLP

Cincinnati, Ohio

February 11, 2003, except for Notes 3, 8 and 11, for which the date is March 28, 2003

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

OPERATIONS

This analysis of operations presents and addresses Chiquita’s operating results on the basis used by the Company to evaluate its business segments, and should be read in conjunction with the segment information presented in Note 16 to the Consolidated Financial Statements.

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 (see Notes 1 and 2 to the Consolidated Financial Statements). Generally accepted accounting principles do not permit combining the results of the Reorganized Company with those of the Predecessor Company in the Consolidated Financial Statements. Accordingly, the Consolidated Statement of Income does not present results for the twelve months ended December 31, 2002. However, in order to provide investors with useful information and to facilitate understanding of 2002 results in the context of the annual prior year financial information presented, the following table combines net sales and operating income of the Predecessor Company for the three months ended March 31, 2002 and of the Reorganized Company for the nine months ended December 31, 2002. The only significant impact of fresh start reporting on operating income is that it was the primary cause of a $38 million decrease in 2002 depreciation and amortization expense compared to 2001.

	Reorganized Company			Predecessor Company					Predecessor Company
	9 Months Ended Dec. 31, 2002			3 Months Ended Mar. 31, 2002					Year Ended December 31,
(In thousands)						Combined 2002			2001			2000
Net sales
Fresh Produce	$	1,109,442		$	438,080	$	1,547,522		$	1,431,971		$	1,426,931
Processed Foods	333,607			108,910		442,517			450,197			466,436
Total net sales	$	1,443,049		$	546,990	$	1,990,039		$	1,882,168		$	1,893,367
Segment operating income
Fresh Produce	$	48,426		$	41,049	$	89,475		$	52,436		$	15,452
Processed Foods	6,090			1,252		7,342			8,709			30,540
Unusual items	(22,134		)	—		(22,134		)	(27,870		)	(20,060		)
Total operating income	$	32,382		$	42,301	$	74,683		$	33,275		$	25,932

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The Company evaluates the performance of its business segments based on operating income before unusual items. As a result of the pending divestiture of the Company’s vegetable canning operations (see Note 3 to the Consolidated Financial Statements) and the acquisition of Scipio/Atlanta in the first quarter of 2003 (see Note 8), the Company intends to re-evaluate its reportable segments, including the measurements used to evaluate segment results internally. The Company expects that, in 2003, it will begin including certain items in segment operating income that historically have been excluded from management’s evaluation of the business segments, such as charges associated with floods, severance costs and other unusual items.

Net Sales

Fresh Produce net sales for the year ended December 31, 2002 increased 8% versus 2001 due to favorable exchange rates, increased banana volume in Europe and increased volume of bananas and other fresh fruits in North America, partially offset by lower local banana pricing in both Europe and North America. Processed Foods net sales for 2002 decreased by 2% compared to 2001, as lower sales volume was partially offset by increased pricing.

Fresh Produce net sales in 2001 were comparable to 2000, as higher banana pricing and volume were offset by the effect of weak European currencies and the deconsolidation of the Company’s Australian operations in the second quarter of 2000. Processed Foods net sales decreased in 2001 primarily as a result of the sale of California Day-Fresh Foods, Inc. in the second quarter of 2000.

Operating Income

The improvement in Fresh Produce segment operating income in 2002 resulted from a $37 million benefit from the strengthening of major European currencies against the U.S. dollar, $20 million of import license savings, higher profits of approximately $12 million from the Company’s Asia Pacific operations due to higher banana prices, a $13 million improvement from higher sales volume and reduced costs for other fresh produce, and a $29 million decrease in depreciation and amortization expense primarily as a result of the Company’s financial restructuring. These improvements were partially offset by a $50 million effect of lower local banana pricing in the Company’s North American and European banana operations, higher advertising costs of $17 million, and a $7 million decline in results of Scipio/Atlanta, the Company’s German distributor and equity investee, in part due to a $3 million tax settlement. Additional profit from higher banana sales volume was offset by higher tropical production costs.

Core European average local banana prices for 2002 were 6% lower than the prior year, on 6% higher volume. The lower pricing resulted partly from an increase in volume of bananas sold under second labels (such as Consul) and particularly strong retail pricing pressure in the United Kingdom. In Central and Eastern Europe and Mediterranean countries, average local banana prices increased 4% on volume that increased 6.2 million boxes, or 66%, compared to 2001.

In North America, banana pricing for 2002 was 5% lower than 2001 on comparable volume, primarily as a result of lower pricing on sales to non-contract customers, which accounted for approximately one-third of the Company’s North American volume.

In the Asia Pacific region, where the Company operates through joint ventures and has a relatively small presence, a 21% local banana price increase generated a $12 million earnings improvement in 2002.

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Tropical production costs adversely impacted 2002 Fresh Produce segment operating income by approximately $20 million compared to the prior year, primarily as a result of lower productivity in Honduras and high costs associated with the Armuelles, Panama division. During 2002, a higher portion of bananas was sourced from the high-cost Armuelles division than in 2001. In the 2001 fourth quarter, fruit sourced from this division was minimal as a result of a labor strike, and was replaced by lower cost fruit from more efficient sources. Beginning January 1, 2003, the Company ceased funding the deficits incurred by the Armuelles division. There are adequate funds to operate for a brief period while the Company continues to work toward a resolution with the Panamanian government, the union, and worker-owned cooperatives. However, the Armuelles union has threatened to strike. If a viable long-term solution cannot be negotiated before funds run out, the Company will not continue operating in Armuelles. The Company still expects to have sufficient access to cost-competitive, high-quality bananas in the event Armuelles is closed.

In the Processed Foods segment, the 2001 and 2002 harvests, both of which were below expected levels, resulted in a less efficient utilization of plant capacity and higher unit costs for product sold in 2002. The resulting higher costs of $16 million, along with the effect of lower sales volume, were mostly offset by a 3% improvement in pricing and a $9 million reduction in depreciation and amortization expense as a result of the Company’s financial restructuring.

Fresh Produce segment operating income improved in 2001 as compared to 2000 primarily as a result of higher European banana pricing and volume, the benefits of which more than offset a substantial negative impact on earnings of weak European currencies in relation to the U.S. dollar. The Company’s Processed Foods operating results declined in 2001 primarily due to lower pricing on canned vegetables throughout the year, as the Company and industry were reducing inventory levels.

Unusual items included in operating income for the past three years are as follows:

•In 2002, $12 million of charges and write-downs incurred by Scipio/Atlanta, the Company’s German distributor and equity investee, which were primarily related to severance, asset write-downs and costs associated with the closure of poor performing units, and the disposal of non-core assets. The Company completed its acquisition of Scipio/Atlanta in the first quarter of 2003 and may undertake additional restructuring activities with respect to Scipio/Atlanta to further improve and synergize its operations with those of Chiquita. 2002 unusual items also included $5 million associated with flooding in Costa Rica and Panama in early December and $5 million for severance in connection with the first stage of the Company’s strategic cost-reduction programs. Substantially all of these charges are related to the Company’s Fresh Produce operations.

•In 2001, $28 million of charges primarily associated with the closure of farms, a third quarter labor strike and related labor issues at the Company’s Armuelles, Panama banana producing division. During 2001, the Company closed non-competitive farms that represented about 20% of this division.

•In 2000, $35 million of charges primarily associated with the write-downs of production and sourcing assets in the Fresh Produce operations, including the curtailment in June 2000 of farm rehabilitation in Honduras originally planned following destruction by Hurricane Mitch in 1998. These charges were

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partially offset by a $15 million gain on the sale of California Day-Fresh Foods, Inc., a processor and distributor of natural fresh fruit and vegetable juices that was part of the Company’s Processed Foods operations.

Interest, Financial Restructuring and Taxes

Net interest expense in 2002 was $39 million, which was $74 million lower than the prior year. Parent company interest expense decreased by $60 million as a result of the significant reduction in parent company debt from the Company’s financial restructuring. The subsidiaries’ net interest expense decrease of $14 million resulted from lower interest rates and lower average debt outstanding.

Financial restructuring items totaled a net charge of $286 million for the quarter ended March 31, 2002. See “Critical Accounting Policies and Estimates-Fresh start reporting” below and Note 2 to the Consolidated Financial Statements for details of the 2002 charge. During 2001, the Company incurred $34 million of reorganization costs in connection with its financial restructuring. These costs primarily consisted of professional fees and a write-off of parent company debt issuance costs.

Income taxes consist principally of foreign income taxes currently paid or payable. In 2002, income tax expense includes a $4 million benefit of a 2002 tax law that changed the calculation of the Company’s 2001 U.S. alternative minimum tax liability.

Discontinued Operations

In December 2002, the Company sold its interest in the Castellini group of companies (“Castellini”), a wholesale produce distribution business in the midwestern United States, for approximately $45 million, consisting of $21 million in cash plus debt assumed by the buyer. During 2002, Castellini generated income from operations of approximately $4 million.

In January 2003, the Company sold Progressive Produce Corporation (“Progressive”), a California-based distributor of potatoes and onions, for approximately $7 million in cash. During 2002, Progressive generated approximately $1 million of income from operations.

The financial information of both Castellini and Progressive are included as discontinued operations for all years presented in the Consolidated Financial Statements. Discontinued operations for 2002 also includes a $10 million gain on the sale of Castellini. A gain of approximately $2 million on the sale of Progressive will be recognized in discontinued operations in the first quarter of 2003.

Cumulative Effect of a Change in Method of Accounting

As of January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142 (“SFAS No. 142”), “Goodwill and Other Intangible Assets,” as discussed under “Critical Accounting Policies and Estimates” below.

Subsequent Events

In late March 2003, the Company acquired the equity interests in Scipio GmbH & Co. (“Scipio”), a German limited partnership that owns Atlanta AG (“Atlanta”). See Note 8 to the Consolidated Financial Statements for further information.

Chiquita’s vegetable canning operations, which represent over 90% of Processed Foods segment sales, are conducted by its subsidiary, Chiquita Processed Foods, L.L.C. (“CPF”). On March 6, 2003, the Company entered into a definitive agreement to sell CPF to Seneca Foods Corporation for approximately $125 million in cash and stock, plus assumption of CPF debt, which was $81 million at December 31, 2002. See Note 3 to the Consolidated Financial Statements for further information.

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Cost-Reduction Initiatives

In late 2002, the Company initiated a series of global performance-improvement programs with a goal of reducing gross costs by $150 million per year by the end of 2005. These programs include improvements in farm productivity and canning operations as well as reductions in global purchasing and overhead expenses. The gross cost reductions will be partially offset by one-time implementation costs and increased costs for items such as purchased fruit, fuel and paper. After these offsets, the Company’s target is to realize annual cost reductions of $100 million by 2005, but there can be no guarantee that these reductions will be achieved. The 2005 gross and net cost-reduction goals associated with the Company’s canning operations are $40 million and $30 million, respectively. If the announced pending sale of CPF is completed, the Company’s targets will be reduced accordingly.

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LIQUIDITY AND CAPITAL RESOURCES

Parent Company Debt Restructuring

On March 19, 2002, Chiquita Brands International, Inc. (“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 (the “Plan” or “Plan of Reorganization”) became effective.

For financial reporting purposes, the Company used an effective date of March 31, 2002. References in the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations 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. The securities issued pursuant to the Plan are described below, and the fresh start adjustments are described in “Critical Accounting Policies and Estimates-Fresh start reporting.”

Pursuant to the Plan, on March 19, 2002, $861 million of the Predecessor Company’s outstanding senior notes and subordinated debentures (“Old Notes”) and $102 million of accrued and unpaid interest thereon were exchanged for $250 million of 10.56% Senior Notes due 2009 (“New Notes”) and 95.5% (38.2 million shares) of newly issued common stock of the Reorganized Company (“New Common Stock”). Previously outstanding preferred, preference and common stock of the Predecessor Company was exchanged for 2% (0.8 million shares) of the New Common Stock as well as 7-year warrants, exercisable at $19.23 per share, to purchase up to 13.3 million additional shares of New Common Stock. In addition, as part of a management incentive program, certain executives were granted rights to receive 2.5% (1 million shares) of the New Common Stock. At December 31, 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.” Pursuant to the Plan, all outstanding stock options were cancelled, and a new stock option plan was adopted.

CBII’s general unsecured creditors (other than the holders of the Old Notes) were not affected by the Chapter 11 bankruptcy proceedings. None of CBII’s subsidiaries was a party to the Chapter 11 proceedings. Subsidiaries were able to meet their obligations with their own cash flow and credit facilities, and accordingly, continued to operate normally and without interruption during the Chapter 11 proceedings.

Other Liquidity and Capital Resources Information

Operating cash flow was $51 million in the nine months ended December 31, 2002, $11 million in the three months ended March 31, 2002, $93 million in 2001 and $(4) million in 2000. The 2001 operating cash flow amount includes a $78 million benefit from non-payment of interest expense on parent company debt that was later restructured. Cash payments relating to interest expense were $27 million in the nine months ended December 31, 2002, $9 million in the three months ended March 31, 2002, $41 million in 2001 and $122 million in 2000.

The Company believes that the 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.

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Capital expenditures were $44 million for the nine months ended December 31, 2002, $5 million for the three months ended March 31, 2002, $28 million in 2001 and $54 million in 2000. Capital expenditures in 2002 included $14 million to purchase a ship formerly under operating lease to the Company. The 2000 amount includes $20 million for the rehabilitation of banana farms in Honduras and Guatemala which were destroyed or damaged by Hurricane Mitch in late 1998.

The following table summarizes the Company’s contractual cash obligations associated with debt principal repayments and operating leases at December 31, 2002:

(In thousands)	Total		Within 1 year		2-3 years		4-5 years		After 5 years
Long-term debt
Parent company	$	250,000	$	—	$	—	$	—	$	250,000
Subsidiaries	236,126		44,323		136,258		37,651		17,894
Notes and loans payable	31,325		31,325		—		—		—
Operating leases	119,299		40,623		55,217		19,849		3,610
	$	636,750	$	116,271	$	191,475	$	57,500	$	271,504

Total debt at December 31, 2002 was $517 million versus $654 million at March 31, 2002 upon CBII’s emergence from Chapter 11 bankruptcy. The reduction in debt resulted from operating cash flow and the sale of assets. During 2002, the Company sold assets for $99 million, including $54 million from the sale of five ships and $45 million from the sale of Castellini.

The $250 million of 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. Interest payments of $13 million on the New Notes are payable semiannually. The indenture for the New Notes contains dividend payment restrictions that, at December 31, 2002, limited the aggregate amount of dividends that could be paid by CBII to approximately $25 million. The indenture has additional restrictions related to asset sales, incurrence of additional indebtedness, sale-leaseback transactions, and related-party transactions.

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. 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 amended to increase the facility to $130 million, comprised of a $70 million term loan and a $60 million revolving credit facility, and the expiration date was extended to June 2004. 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 was 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 with their own credit facilities, such as Chiquita Processed Foods, L.L.C.) are pledged to secure the CBI credit facility. The CBI credit

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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. Because of these cash distribution restrictions from CBI to CBII, and because CBII currently has no source of cash except for distributions from CBI, any payment of common stock dividends to Chiquita shareholders would require approval from the CBI facility lenders. Similar approvals would be required for a Company buyback of common stock. 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 commenced on the term loan. As the term loan is repaid, the capacity under the revolving credit portion of the facility increases by the amount of the term loan repayments, except for cases in which the term loan repayments are mandated as a result of specified events, generally sales of major assets. At March 15, 2003, $50 million was outstanding under the term loan. Under the revolving credit facility, $16 million was outstanding, $4 million of capacity had been used to issue letters of credit and $52 million was available to the Company.

Coinciding with the acquisition of Scipio/Atlanta late in March 2003, the CBI facility was amended and restated to add a new $65 million term loan to repay Scipio/Atlanta’s existing lenders. Interest on the $65 million loan accrues at the bank corporate base rate plus 3.25%, subject to a minimum of 7.5%. A facility fee of $2 million was paid. The new loan is secured with pledges of equity of Scipio/Atlanta and its subsidiaries and liens on certain assets of Scipio/Atlanta. This debt is expected to be reduced in the future as a result of the sales of certain assets of Scipio/Atlanta.

Chiquita Processed Foods, L.L.C. (“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 March 15, 2003, $58 million was outstanding under the facility, $2 million of capacity had been used to issue letters of credit, and $55 million of borrowings were available to CPF for working capital purposes. Under the terms of this facility, the payment of dividends by CPF was limited to $4 million.

In January 2003, the Company acquired a ship formerly under operating lease to the Company, adding $14 million to debt. This was partially offset by a $6 million reduction to debt from the sale of Progressive, also in January 2003. See Notes 3 and 7 to the Consolidated Financial Statements for a further description of these transactions.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company’s significant accounting policies are summarized in Note 1. The additional discussion below addresses:

•the use of fresh start reporting upon the Company’s emergence from Chapter 11 proceedings;

•the application of the new accounting standard for goodwill and other intangibles; and

•major judgments used in applying these policies.

Fresh start reporting

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, totaling 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 $545 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 in the carrying value of the Chiquita trademark of $375 million;

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

•Increase in other liabilities of $16 million for unfavorable lease obligations;

•Reorganization costs of $30 million in the first quarter of 2002 primarily associated with professional fees and grants of New Common Stock to certain executives as part of the Chapter 11 restructuring agreement; and

•Reduction of $5 million in long-term assets of subsidiaries that were subsequently classified as discontinued operations.

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

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relative fair values of the Company’s assets and liabilities. Significant valuation assumptions used in fresh start include:

Tropical farm assets – An internally generated discounted cash flow analysis was prepared assuming cash inflows based on projected farm productivity and projected per box market prices for bananas purchased from associate producers in the tropics, and assuming cash outflows based on projected costs per box. These net cash flows were discounted at 15%.

Ships – The valuation of the ships was provided by an outside appraisal firm.

Long-term operating investments – These investments were primarily comprised of equity method investees engaged in the distribution of fresh produce. Valuations were calculated from internally generated discounted cash flow analyses based on projected cash flows obtained from management of the investee, which were discounted at 12% to 15%, depending on the nature and location of the investment.

Trademark – The Company’s trademark was valued by outside appraisers using a method similar to the December 31, 2002 valuation process described below.

Accounting for Goodwill and Other Intangibles

The Company reviews the carrying values of its intangible assets at least annually. In 2002, the Company conducted its reviews in accordance with Statement of Financial Accounting Standards No. 142 (“SFAS No. 142”), “Goodwill and Other Intangible Assets.” 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 resulted 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 goodwill amortization results in an annual increase to net income of $6 million.

Review of Carrying Values of Intangibles and Property, Plant and Equipment

At December 31, 2002, the Company’s Chiquita trademark had a carrying value of $388 million. The value of this asset was established in connection with fresh start reporting in March 2002, and was determined through independent appraisal using a “relief-from-royalty” method. Under SFAS No. 142, the Company is required to support its trademark value on a fair value basis at least annually. The year-end 2002 carrying value was supported by an updated appraisal that indicated that no impairment was present and no write-down was required. A Company-determined revenue growth rate of 3.0% was used in the appraisal. Other assumptions, as determined by the outside appraiser, include a royalty rate of 3.5%, a discount rate of 11.5%, and an income tax rate of 37% applied to the royalty cash flows. The valuation is most sensitive to the royalty rate. A 1/2 percentage point change to the royalty rate could impact the valuation by up to $40 million.

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The Company also reviews the carrying value of its property, plant and equipment when impairment indicators are noted, as prescribed by Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” by comparing estimates of undiscounted future cash flows, before interest charges, included in the Company’s operating plans with the carrying values of the related assets. These reviews at December 31, 2002 and 2001 did not reveal any instances in which an impairment charge was required.

Review of Carrying Values of Long Term Investments

The Company also reviews the carrying values of its long-term investments at least annually. Substantially all of the investments are privately owned companies or joint ventures that have no publicly traded or readily determinable market value. These reviews are performed to test for the existence of a decline in value below the carrying value of an investee that is other than temporary, which would require a write-down to fair value under the provisions of APB Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.”

In performing these reviews, the Company considers both qualitative and quantitative factors. Before December 31, 2002, qualitative factors included the long-term nature of these investments and operating interests, their strategic importance and degree of integration in the Company’s Fresh Produce operations, and the indirect benefit of these businesses beyond their reported earnings. These indirect benefits could include those derived from an investee serving as a source of fruit that helps sustain existing profitable customer relationships as well as those derived from an investee serving as a distribution channel to extend the sales of Chiquita products to additional customers that might not otherwise be available to the Company. Quantitative factors included the use of undiscounted cash flow analyses. Although these investments were written down by $170 million to estimated fair value as of March 31, 2002 following fresh start accounting principles appropriate to companies emerging from Chapter 11, no write-down was taken by the Predecessor Company in periods prior to emergence in light of the Company’s conclusion, based on the results of the above reviews and the Company’s understanding of APB Opinion No. 18, that any decline in value that may have occurred in prior periods was not “other than temporary.” As such, no estimation of the fair value of these investments was made at those dates.

The Company disclosed the use of undiscounted cash flows as a critical accounting policy in its 2001 annual report and described the distinction between the use of undiscounted cash flows to support equity method investment carrying values and the use of discounted cash flows in the application of current fair value estimates as part of the implementation of fresh start accounting in anticipation of the Company’s emergence from Chapter 11. The Company also presented pro-forma financial information indicating the impact of the fresh start adjustments in the same document.

After discussions with the SEC staff, the Company understands that its methodology of assessing impairment of these investments prior to fresh start accounting was inappropriate, and that a fair value analysis should have been undertaken at earlier times. Had such a review been undertaken, a portion of the write-down taken as of March 31, 2002 might have been recognized in earlier periods.

However, a) the Company emerged from bankruptcy in March 2002 with a new Audit Committee and Board of Directors, which is not able to reliably reassess the judgments made at earlier dates; b) any such adjustments which may have resulted would relate solely to periods prior to the Company’s emergence from Chapter 11; c) all such investments were written down to fair value as of March 31, 2002; and d) the Company and its Audit Committee do not believe, in light of the foregoing, that restating the Company’s historical financial statements to reflect any adjustments which might have resulted from such a fair value review would be material, or provide valuable information, to investors. For these reasons, the Company is not restating its historical financial statements.

The Company intends to use fair value concepts in evaluating the carrying value of its equity method investments in the future. This change will have no effect on the financial statements of the Reorganized Company as of and for the nine months ended December 31, 2002.

Pension and Tropical Severance Plans

The Company accounts for its defined benefit pension and tropical severance plans in accordance with Statement of Financial Accounting Standards No. 87, “Employers’ Accounting for Pensions,” which requires that amounts recognized in financial statements be determined on an actuarial basis. Significant assumptions used in this actuarial calculation include the discount rate, long-term rate of compensation increase, and the long-term rate of return on plan assets. The weighted average discount rate assumptions were 6.5% and 7.0% at December 31, 2002 and 2001 for domestic pension plans, which represents the rate on high quality, fixed income investments in the U.S., such as Moody’s Aa-rated corporate bonds. The discount rate assumptions were 9% and 9.25% at December 31, 2002 and 2001 for the tropical severance plans, which represents the rate on high quality, fixed income investments in the Latin American countries in which the Company operates, such as government bonds. The long-term rate of compensation increase was assumed to be 6% for domestic plans for all years presented. In 2002, the long-term rate of compensation increase assumed for foreign plans was lowered from 6% to 5% to reflect the Company’s expectations regarding wage increases in the tropics. The long-term rate of return on plan assets was assumed to be 8% for domestic plans for each of the last three years. Actual rates of return have been below this expected rate for the last few years, but annual returns under this long-term rate assumption are inherently subject to year-to-year variability.

A one percentage point change to the discount rate, long-term rate of compensation increase, or long-term rate of return on plan assets affects pension expense by less than $1 million annually.

EUROPEAN UNION REGULATORY DEVELOPMENTS

In 1993, the European Union (“EU”) implemented a discriminatory quota and license regime governing the importation of bananas into the EU. This regime significantly decreased the Company’s banana volume sold into the EU and resulted in significantly decreased operating results for the Company as compared to years prior to the regime’s implementation.

During nine years of legal challenges through the World Trade Organization and its predecessor, the EU quota and licensing regime was determined in several rulings to be in violation of the EU’s international trade obligations. In April 2001, the European Commission agreed to reform the EU banana import regime. The agreement led to a partial redistribution of licenses for the import of Latin

13

American bananas under a tariff rate quota system for historical operators that went into effect on July 1, 2001 and is to continue through the end of 2005. As a result, the Company has not needed to purchase as many import licenses as were required prior to July 1, 2001 in order to meet its customer demand. The April 2001 agreement also contemplates movement to a tariff-only system starting in 2006, a process which will require future consultations between the EU and the banana supplying interests.

There can be no assurance that the tariff rate quota system will remain unchanged through 2005, that a tariff-only system will be implemented after 2005 or that, if implemented, the tariff levels established will not be adverse to marketers of Latin American bananas, such as the Company. In addition, the Company cannot predict the impact on the banana import regime or on market conditions of the enlargement of the EU by ten member states that is expected to be implemented during 2004 and there can be no assurance that the 2004 enlargement will not have an adverse effect on the Company. For further information, see “Part I, Item 1 – Business” of the Company’s Form 10-K.

EU COMMON CURRENCY

In 1999, most of the EU member countries began implementation of the EU common currency (the “euro”) by accepting the euro as legal tender in addition to their respective national currencies. On January 1, 2002, euro coins and notes were put into circulation in participating countries and, since February 28, 2002, the euro has been the sole legal tender for these countries. Chiquita has adjusted the day-to-day operations and information systems of its European business to allow the use of the euro at no significant cost.

MARKET RISK MANAGEMENT – FINANCIAL INSTRUMENTS

Chiquita’s products are distributed in more than 60 countries. Its international sales are made primarily in U.S. dollars and major European currencies (see “EU Common Currency”). The Company reduces currency exchange risk from sales originating in currencies other than the dollar by exchanging local currencies for dollars promptly upon receipt. The Company further reduces its exposure to exchange rate fluctuations by purchasing foreign currency option and forward contracts (principally euro contracts) to hedge sales denominated in foreign currencies.

Chiquita’s interest rate risk arises from its fixed and variable rate debt (see Note 11). Of the $517 million total debt at December 31, 2002, approximately $328 million, or 63%, was fixed-rate debt, and $189 million, or 37%, was variable-rate debt. Fixed-rate debt was primarily comprised of the $250 million of 10.56% parent company senior notes.

The Company’s transportation costs are exposed to the risk of rising fuel prices. To reduce this risk, the Company enters into fuel oil option and forward contracts that would offset potential increases in the market fuel prices.

The foreign currency and the fuel oil option and forward contracts are derivative financial instruments that change in value in the opposite direction of the underlying transactions being hedged. Chiquita uses a value at risk (“VAR”) model to estimate the potential loss the Company could incur as a result of adverse changes in foreign currency exchange, interest rates and fuel oil prices, based on historical volatility rates. The range of volatility data used is selected to produce estimates with a 95% confidence level; however,

14

future volatility rates may differ from those experienced in the past. The VAR calculations do not consider the potential effect of favorable changes in these rates or the offsetting change in the dollar amount of an underlying foreign currency denominated sale or fuel oil purchase. Therefore, the VAR calculations are not intended to represent actual losses the Company expects to incur.

As of December 31, 2002 and 2001 and for the nine months ended December 31, 2002 and the three months ended March 31, 2002, the Company estimates that the fair value of foreign currency option and forward contracts would decline by less than $3 million over a one-day period due to a change in foreign currency exchange rates. However, the Company expects that any decline in the fair value of these contracts would tend to be offset by an increase in the dollar realization of the underlying sales denominated in foreign currencies.

As of December 31, 2002 and 2001 and for the nine months ended December 31, 2002 and the three months ended March 31, 2002, the Company estimates that the adverse change in fair value of its debt would be less than $2 million over a one-day period due to an unfavorable change in interest rates.

As of December 31, 2002 and 2001 and for the nine months ended December 31, 2002 and the three months ended March 31, 2002, the Company estimates that the fair value of fuel oil option and forward contracts would decline by less than $1 million over a one-day period due to an adverse change in fuel oil prices. However, the Company expects that any decline in the fair value of these contracts would be offset by a decrease in the cost of underlying fuel purchases.

(See Note 10 to the Consolidated Financial Statements for additional discussion of the Company’s hedging activities.)

*******

This Annual Report contains certain information that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current views and estimates of future economic circumstances, industry conditions and Company performance. They 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 EU 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, the Company’s ability to realize its announced cost-reduction goals, 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.

15

Chiquita Brands International, Inc.
CONSOLIDATED STATEMENT OF INCOME

	Reorganized Company*			Predecessor Company*
	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
(In thousands, except per share amounts)							2001			2000
Net sales	$	1,443,049		$	546,990		$	1,882,168		$	1,893,367
Operating expenses
Cost of sales	1,211,312			434,168			1,561,187			1,533,544
Selling, general and administrative	172,346			50,060			206,692			246,989
Depreciation	27,009			20,461			81,014			86,902
	1,410,667			504,689			1,848,893			1,867,435
Operating income	32,382			42,301			33,275			25,932
Interest income	2,965			624			7,830			12,210
Interest expense	(33,077		)	(9,137		)	(120,372		)	(125,214		)
Financial restructuring items	—			(280,906		)	(33,604		)	—
Income (loss) from continuing operations before income taxes and cumulative effect of a change in method of accounting	2,270			(247,118		)	(112,871		)	(87,072		)
Income taxes	(4,400		)	(1,000		)	(7,000		)	(7,000		)
Loss from continuing operations before cumulative effect of a change in method of accounting	(2,130		)	(248,118		)	(119,871		)	(94,072		)
Discontinued operations:
Financial restructuring items	—			(4,916		)	—			—
Income (loss) from operations	5,502			(266		)	1,103			(795		)
Gain on disposal of discontinued operation	9,823			—			—			—
Income (loss) before cumulative effect of a change in method of accounting	13,195			(253,300		)	(118,768		)	(94,867		)
Cumulative effect of a change in method of accounting	—			(144,523		)	—			—
Net income (loss)	$	13,195		$	(397,823	)	$	(118,768	)	$	(94,867	)

16

Less dividends on old preferred and preference stock:
Paid	—			—			—			(12,826		)
In arrears	—			—			(11,809		)	(4,276		)
Net income (loss) attributed to common shares	$	13,195		$	(397,823	)	$	(130,577	)	$	(111,969	)
Net income (loss) per common share - basic and diluted:
Continuing operations	$	(0.05	)	$	(3.16	)	$	(1.80	)	$	(1.67	)
Discontinued operations	0.38			(0.07		)	0.02			(0.01		)
Before cumulative effect of a change in method of accounting	0.33			(3.23		)	(1.78		)	(1.68		)
Cumulative effect of a change in method of accounting	—			(1.85		)	—			—
Net income (loss)	$	0.33		$	(5.08	)	$	(1.78	)	$	(1.68	)

*See Notes to Consolidated Financial Statements, including Note 1 describing the Reorganized Company and Predecessor Company.

17

Chiquita Brands International, Inc.
CONSOLIDATED BALANCE SHEET

	Reorganized Company*			Predecessor Company*
(In thousands, except share amounts)	December 31, 2002			December 31, 2001
ASSETS
Current assets
Cash and equivalents	$	53,422		$	69,324
Trade receivables, less allowances of $7,273 and $11,223, respectively	219,375			164,766
Other receivables, net	75,597			80,286
Inventories	377,334			388,841
Prepaid expenses	15,012			15,404
Other current assets	4,588			18,471
Total current assets	745,328			737,092
Property, plant and equipment, net	346,820			969,940
Investments and other assets, net	152,849			325,328
Trademark, net	387,585			11,804
Goodwill, net	—			105,584
Assets of discontinued operations	9,659			112,744
Total assets	$	1,642,241		$	2,262,492
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities not subject to compromise:
Current liabilities
Notes and loans payable	$	31,325		$	43,726
Long-term debt of subsidiaries due within one year	44,323			55,892
Accounts payable	196,706			151,754
Accrued liabilities	102,105			95,744
Total current liabilities	374,459			347,116
Long-term debt of parent company (Note 2)	250,000			—
Long-term debt of subsidiaries	191,803			289,778
Accrued pension and other employee benefits	105,005			66,791
Other liabilities	85,116			90,765
Liabilities of discontinued operations	6,569			56,628
Total liabilities not subject to compromise	1,012,952			851,078
Liabilities subject to compromise (Note 2)	—			962,820
Total liabilities	1,012,952			1,813,898
Shareholders’ equity
Preferred and preference stock	—			139,729
Common stock, $.01 par value (39,846,755 new shares and 78,273,183 old shares outstanding, respectively)	398			783
Capital surplus	625,589			881,192
Retained earnings (deficit)	13,195			(530,068		)
Accumulated other comprehensive loss	(9,893		)	(43,042		)
Total shareholders’ equity	629,289			448,594
Total liabilities and shareholders’ equity	$	1,642,241		$	2,262,492

*See Notes to Consolidated Financial Statements, including Note 1 describing the Reorganized Company and Predecessor Company.

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Chiquita Brands International, Inc.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands)	Preferred and preference stock			Common stock			Capital surplus			Retained earnings (deficit)			Accumulated other com- prehensive income (loss)			Total share- holders’ equity
PREDECESSOR COMPANY*
DECEMBER 31, 1999	$	253,475		$	659		$	761,079		$	(303,607	)	$	(6,320	)	$	705,286
Net loss	—			—			—			(94,867		)	—			(94,867		)
Unrealized translation loss	—			—			—			—			(12,979		)	(12,979		)
Change in minimum pension liability	—			—			—			—			(7,217		)	(7,217		)
Comprehensive loss																(115,063		)
Share issuances	—			8			5,138			—			—			5,146
Dividends paid on preferred and preference stock	—			—			—			(12,826		)	—			(12,826		)
DECEMBER 31, 2000	253,475			667			766,217			(411,300		)	(26,516		)	582,543
Net loss	—			—			—			(118,768		)	—			(118,768		)
Unrealized translation loss	—			—			—			—			(2,633		)	(2,633		)
Change in minimum pension liability	—			—			—			—			(7,830		)	(7,830		)
Changes in fair value of derivatives	—			—			—			—			(1,183		)	(1,183		)
Losses reclassified from OCI into net loss	—			—			—			—			2,095			2,095
Comprehensive loss before cumulative effect of adopting SFAS No. 133	—			—			—			—			—			(128,319		)
Cumulative effect of adopting SFAS No. 133	—			—			—			—			(6,975		)	(6,975		)
Comprehensive loss																(135,294		)
Share issuances
Preferred stock conversion to common stock	(113,746		)	115			113,631			—			—			—
Other	—			1			1,344			—			—			1,345
DECEMBER 31, 2001	139,729			783			881,192			(530,068		)	(43,042		)	448,594
Net loss	—			—			—			(397,823		)	—			(397,823		)
Unrealized translation gain	—			—			—			—			485			485
Changes in fair value of derivatives	—			—			—			—			(1,200		)	(1,200		)
Losses reclassified from OCI into net loss	—			—			—			—			2,958			2,958
Comprehensive loss																(395,580		)
Reorganization adjustments	(139,729		)	(392		)	(268,830		)	927,891			40,799			559,739

19

REORGANIZED COMPANY*
MARCH 31, 2002	—		391		612,362		—		—			612,753
Net income	—		—		—		13,195		—			13,195
Unrealized translation gain	—		—		—		—		12,680			12,680
Change in minimum pension liability	—		—		—		—		(7,634		)	(7,634		)
Changes in fair value of derivatives	—		—		—		—		(14,939		)	(14,939		)
Comprehensive income												3,302
Share issuances	—		7		13,227		—		—			13,234
DECEMBER 31, 2002	$	—	$	398	$	625,589	$	13,195	$	(9,893	)	$	629,289

*See Notes to Consolidated Financial Statements, including Note 1 describing the Reorganized Company and Predecessor Company.

20

Chiquita Brands International, Inc.
CONSOLIDATED STATEMENT OF CASH FLOW

	Reorganized Company*			Predecessor Company*
	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
(In thousands)							2001			2000
CASH PROVIDED (USED) BY:
OPERATIONS
Loss from continuing operations before cumulative effect of a change in method of accounting	$	(2,130	)	$	(248,118	)	$	(119,871	)	$	(94,072	)
Financial restructuring items	—			268,045			16,991			—
Depreciation and amortization	27,009			20,461			85,722			91,937
Parent company interest expense not paid	—			—			77,672			—
Fresh produce sourcing asset write-downs and charges	1,677			2,279			15,147			28,037
Collection of tax refund	—			—			9,456			21,685
Gain on sale of assets and business	(3,585		)	(2,379		)	(4,504		)	(20,403		)
Changes in current assets and liabilities
Trade receivables	6,359			(61,846		)	(6,938		)	5,214
Other receivables	1,226			3,199			11,976			(6,150		)
Inventories	(28,962		)	37,078			34,588			(17,903		)
Prepaid expenses and other current assets	23,789			(20,021		)	(1,360		)	(3,632		)
Accounts payable and accrued liabilities	28,025			8,441			(32,251		)	(16,998		)
Other	(2,351		)	3,741			6,209			7,874
CASH FLOW FROM OPERATIONS	51,057			10,880			92,837			(4,411		)
INVESTING
Capital expenditures	(43,833		)	(4,572		)	(27,993		)	(53,964		)
Hurricane Mitch insurance proceeds	—			—			6,393			32,500
Long-term investments	—			—			(16,713		)	(3,601		)
Proceeds from sale of ships	54,150			—			—			—
Proceeds from sales of other property, plant and equipment	7,951			5,029			14,119			14,596
Proceeds from sale of business	—			—			—			26,251
Refundable cash deposits	14,777			1,269			(14,500		)	(6,398		)
Other	(4,642		)	(995		)	154			455
CASH FLOW FROM INVESTING	28,403			731			(38,540		)	9,839
FINANCING
Debt transactions
Issuances of long-term debt	13,685			200			73,874			81,085
Repayments of long-term debt	(112,821		)	(9,829		)	(102,026		)	(98,419		)

21

CBI credit facility amendment and other fees	(374		)	(7,393		)	—			—
Increase (decrease) in notes and loans payable	(6,955		)	(5,446		)	(55,702		)	23,045
Preferred and preference stock dividends	—			—			—			(12,826		)
CASH FLOW FROM FINANCING	(106,465		)	(22,468		)	(83,854		)	(7,115		)
Discontinued operations	23,986			(2,026		)	2,504			1,496
Decrease in cash and equivalents	(3,019		)	(12,883		)	(27,053		)	(191		)
Balance at beginning of period	56,441			69,324			96,377			96,568
Balance at end of period	$	53,422		$	56,441		$	69,324		$	96,377

*See Notes to Consolidated Financial Statements, including Note 1 describing the Reorganized Company and Predecessor Company.

22

Chiquita Brands International, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

BASIS OF PRESENTATION - On March 19, 2002, Chiquita Brands International, Inc. (“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 twelve months ended December 31, 2002 is not presented in the Consolidated Financial Statements since such information would combine the results of the Predecessor Company and Reorganized Company. The securities issued pursuant to the Plan and the fresh start adjustments are described in Note 2.

CONSOLIDATION - The Consolidated Financial Statements include the accounts of CBII and controlled majority-owned subsidiaries (“Chiquita” or the “Company”). Intercompany balances and transactions have been eliminated. Investments representing minority interests are accounted for by the equity method when Chiquita has the ability to exercise significant influence over the investees’ operations; otherwise, they are accounted for at cost. Investments in which the Company owns a majority interest but the minority shareholder retains substantive participating and veto rights are accounted for under the equity method, in accordance with EITF 96-16.

USE OF ESTIMATES - The financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes.

CASH AND EQUIVALENTS - Cash and equivalents include cash and highly liquid investments with a maturity when purchased of three months or less.

TRADE RECEIVABLES - Trade receivables less allowances reflect the net realizable value of the receivables, and approximates fair value. To reduce credit risk, the Company performs credit investigations prior to establishing customer credit limits and reviews customer credit profiles on an ongoing basis. An allowance against the trade receivables is established based on the Company’s knowledge of customers’ financial condition and historical loss experience. An allowance is recorded and charged to expense when an account is deemed to be uncollectible. Recoveries of trade receivables that have been previously reserved in the allowance are credited to income.

23

INVENTORIES - Inventories are valued at the lower of cost or market. Cost for growing crops and certain fresh produce inventories is determined principally on the “last-in, first-out” (LIFO) basis. Cost for other inventory categories is determined on the “first-in, first-out” (FIFO) or average cost basis.

PROPERTY, PLANT AND EQUIPMENT – With the adoption of fresh start reporting, property, plant and equipment carrying values were stated at fair value as of March 31, 2002. Property, plant and equipment purchased subsequent to the adoption of fresh start reporting are stated at cost. Prior to March 31, 2002, property, plant and equipment were stated at cost. Property, plant and equipment, except for land, are depreciated on a straight-line basis over their estimated remaining useful lives. The Company generally uses 25 years to depreciate ships, 30 years for cultivations, 10 to 40 years for buildings and improvements, and 3 to 15 years for machinery and equipment.

INTANGIBLES – Beginning January 1, 2002, goodwill and other intangible assets with an indefinite life are no longer amortized but are reviewed at least annually for impairment, in accordance with Statement of Financial Accounting Standards No. 142 (“SFAS No. 142”), “Goodwill and Other Intangible Assets.” The Chiquita trademark is considered to have an indefinite life. As such, it is not amortized, but is reviewed annually for impairment. This review at December 31, 2002 indicated that no impairment charge was necessary. See “New Accounting Pronouncements” for information on the Company’s write-down of goodwill upon adoption of SFAS No. 142.

REVENUE RECOGNITION - Revenue is recognized on sales of products when the customer receives title to the goods, generally upon delivery.

INCOME TAXES - Deferred income taxes are recognized at currently enacted tax rates for temporary differences between the financial reporting and income tax bases of assets and liabilities. Deferred taxes are not provided on the undistributed earnings of subsidiaries operating outside the U.S. that have been permanently reinvested.

EARNINGS PER SHARE – Basic earnings per share is calculated on the basis of the weighted average number of common shares outstanding during the year. The assumed conversion, exercise or contingent issuance of securities that would, on an individual basis, have an anti-dilutive effect on diluted earnings per share are not included in the diluted earnings per share computation.

FOREIGN EXCHANGE - Chiquita generally utilizes the U.S. dollar as its functional currency.

Statement of Financial Accounting Standards No. 133 (“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 was not material to the Company’s net income and resulted in a charge of $7 million to OCI.

The Company is exposed to currency exchange risk on foreign sales and price risk on purchases of fuel oil used in the Company’s ships. The Company reduces these exposures by purchasing option and forward

24

contracts. These options and forwards qualify for hedge accounting as cash flow hedges. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. To the extent that these hedges are effective in offsetting the Company’s underlying risk exposure, gains and losses are deferred in accumulated OCI until the underlying transaction is recognized in net income. Gains or losses on effective hedges that have been terminated prior to maturity are also deferred in accumulated OCI until the underlying transaction is recognized in net income. For the ineffective portion of the hedge, gains or losses are charged to net income in the current period. The earnings impact of the option and forward contracts is recorded in net sales for currency hedges, and in cost of sales for fuel oil hedges. The Company does not hold or issue derivative financial instruments for speculative purposes. See Note 10 for additional discussion of the Company’s hedging activities.

Prior to adoption of SFAS No. 133 on January 1, 2001, the Company’s option and forward contracts qualified for hedge accounting under the previous standard. Amounts paid for options and forwards and gains realized thereon were deferred in other current assets until the hedged transaction occurred.

NEW ACCOUNTING PRONOUNCEMENTS – As of January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” 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 resulted 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. In addition, under this new standard, goodwill and other intangible assets with an indefinite life are no longer amortized but are reviewed at least annually for impairment. Net income for 2001 and 2000 would have been $6 million ($0.08 per share) and $7 million ($0.10 per share) higher, respectively, if the non-amortization provisions of SFAS No. 142 had been adopted as of January 1, 2000.

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” was effective beginning January 1, 2002. Under this statement, subsidiaries that have been disposed of or classified as held for sale, and have operations and cash flows that can be clearly distinguished from the rest of the Company, are to be reported as discontinued operations. The Company sold its interest in the Castellini group of companies in December 2002 and Progressive Produce Corporation in early January 2003 (see Note 3). In accordance with the new standard, financial information for these businesses are reported in discontinued operations for all periods presented.

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 became effective for fiscal years beginning after May 15, 2002, and early application was encouraged. The Company chose to adopt this standard early and, accordingly, the Company’s $154 million gain on the extinguishment of debt associated

25

with the March 2002 financial restructuring was included in financial restructuring items in the Consolidated Statement of Income.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” SFAS No. 148 provides transitional guidance for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. Beginning January 1, 2003, the Company intends to recognize stock option expense based on the fair value method for new stock options granted after December 31, 2002. See Note 13 to the Consolidated Financial Statements for additional discussion.

Note 2 - 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.

Pursuant to the Plan, on March 19, 2002, $861 million of the Predecessor Company’s outstanding senior notes and subordinated debentures (“Old Notes”) and $102 million of accrued and unpaid interest thereon were exchanged for $250 million of 10.56% Senior Notes due 2009 (“New Notes”) and 95.5% (38.2 million shares) of newly issued common stock of the Reorganized Company (“New Common Stock”). Previously outstanding preferred, preference and common stock of the Predecessor Company was exchanged for 2% (0.8 million shares) of the New Common Stock as well as 7-year warrants, exercisable at $19.23 per share, to purchase up to 13.3 million additional shares of New Common Stock. In addition, as part of a management incentive program, certain executives were granted rights to receive 2.5% (1 million shares) of the New Common Stock. At December 31, 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.”

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 (see Note 11) and the warrants (see Note 14);

•adopted a new stock option plan (see Note 13);

•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 upon exercise of employee stock options authorized for grant under the new stock option plan; and

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

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’s emergence from Chapter 11 bankruptcy proceedings on March 19, 2002 resulted in a new reporting entity and adoption of fresh

26

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, totaling 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 $545 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 in the carrying value of the Chiquita trademark of $375 million;

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

•Increase in other liabilities of $16 million for unfavorable lease obligations;

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

•Reduction of $5 million in long-term assets of subsidiaries that were subsequently classified as discontinued operations.

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.

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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)
(In thousands)	Before Reorganization Adjustments			Reorganization Adjustments						After Reorganization Adjustments
				Debt Discharge			Fresh Start Adjustments
Current assets	$	767,785		$	—		$	—		$	767,785
Assets of discontinued operations	74,695			—			(4,916		)	69,779
Property, plant and equipment, net	944,221			—			(545,433		)	398,788
Investments and other assets, net	340,668			—			(185,586		)	155,082
Intangibles	12,551			—			375,034			387,585
Total assets	$	2,139,920		$	—		$	(360,901	)	$	1,779,019
Notes and loans payable	$	38,280		$	—		$	—		$	38,280
Long-term debt due within one year	49,381			—			—			49,381
Accounts payable and accrued liabilities	257,545			—			13,685			271,230
Liabilities of discontinued operations	57,642			—			—			57,642
Long-term debt of parent company	—			250,000			—			250,000
Long-term debt of subsidiaries	288,246			—			—			288,246
Accrued pension and other employee benefits	69,814			—			33,020			102,834
Other liabilities	92,303			—			16,350			108,653
Liabilities subject to compromise	962,820			(962,820		)	—			—
Total liabilities	1,816,031			(712,820		)	63,055			1,166,266
Retained earnings (deficit)	(657,016		)	154,046			502,970			—
Other shareholders’ equity	980,905			558,774			(926,926		)	612,753		*
Total liabilities and shareholders’ equity	$	2,139,920		$	—		$	(360,901	)	$	1,779,019

*After deducting $654 million of indebtedness from the Company’s $1,280 million estimated reorganization value, the total equity value of the Company was $626 million. 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 December 31, 2002.

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Note 3 – Discontinued Operations and Divestitures

In December 2002, the Company sold its interest in the Castellini group of companies (“Castellini”), a wholesale produce distribution business in the midwestern United States, for approximately $45 million, consisting of $21 million in cash plus debt assumed by the buyer. During 2002, Castellini generated income from operations of approximately $4 million.

In January 2003, the Company sold Progressive Produce Corporation (“Progressive”), a California-based distributor of potatoes and onions, for approximately $7 million in cash. During 2002, Progressive generated approximately $1 million of income from operations.

The financial information of both Castellini and Progressive were previously included in the Fresh Produce business segment and are now included as discontinued operations for all years presented in the Consolidated Financial Statements. Discontinued operations for 2002 also includes a $10 million gain on the sale of Castellini. A gain of approximately $2 million on the sale of Progressive will be recognized in discontinued operations in the first quarter of 2003. Income (loss) from discontinued operations presented below includes interest expense on debt assumed by the buyers for amounts of $1 million for the nine months ended December 31, 2002, $350,000 for the three months ended March 31, 2002, $2 million for 2001 and $3 million for 2000. Financial information for Castellini and Progressive follows:

	Reorganized Company		Predecessor Company
	Nine Months Ended December 31, 2002		Three Months Ended March 31, 2002			Year Ended, December 31,
(In thousands)						2001		2000
Net sales	$	298,211	$	84,912		$	370,301	$	366,498
Financial restructuring items	$	—	$	(4,916	)	$	—	$	—
Income (loss) from operations	5,502		(266		)	1,103		(795		)
Gain on sale	9,823		—			—		—
Income (loss) from discontinued operations	$	15,325	$	(5,182	)	$	1,103	$	(795	)

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	Reorganized Company		Predecessor Company
(In thousands)	December 31, 2002		December 31, 2001
Assets of discontinued operations:
Current assets	$	6,667	$	35,263
Property, plant and equipment	2,947		35,666
Investments and other assets	45		788
Goodwill	—		41,027
	$	9,659	$	112,744
Liabilities of discontinued operations:
Current liabilities	$	6,569	$	40,247
Long-term debt	—		16,239
Other liabilities	—		142
	$	6,569	$	56,628

In June 2000, the Company sold California Day-Fresh Foods, Inc., which produced and marketed natural fresh fruit and vegetable juices in the United States. Proceeds consisted of $16 million in cash and $9 million in short-term notes which were collected in October 2000. This business is not reflected as a discontinued operation in the Consolidated Financial Statements since SFAS No. 144 was not effective at the time of the sale.

Subsequent Event

Chiquita’s vegetable canning operations, which represent over 90% of Processed Foods segment sales, are conducted by its subsidiary, Chiquita Processed Foods, L.L.C. (“CPF”). On March 6, 2003, the Company entered into a definitive agreement to sell CPF to Seneca Foods Corporation for approximately $125 million in cash and stock, plus assumption of CPF debt. The sales price consists of $110 million cash, approximately 968,000 shares of Seneca preferred stock that is convertible into an equal number of shares of Seneca series A common stock, which is listed on the NASDAQ, and assumption of CPF’s debt, which was $81 million at December 31, 2002. The transaction is subject to certain conditions, including regulatory approval. CPF net sales were $303 million for the nine months ended December 31, 2002, $101 million for the three months ended March 31, 2002, $417 million in 2001, and $389 million in 2000. CPF operating income was $6 million for the nine months ended December 31, 2002, $2 million for the three months ended March 31, 2002, $9 million in 2001, and $24 million in 2000. Beginning with the quarter ended March 31, 2003, the Company will present the financial information of CPF in discontinued operations.

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Note 4 - Earnings Per Share

Basic and diluted earnings per share are calculated as follows:

	Reorganized Company			Predecessor Company
	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
(In thousands, except per share amounts)							2001			2000
Loss from continuing operations before cumulative effect of a change in method of accounting	$	(2,130	)	$	(248,118	)	$	(119,871	)	$	(94,072	)
Discontinued operations	15,325			(5,182		)	1,103			(795		)
Income (loss) before cumulative effect of a change in method of accounting	13,195			(253,300		)	(118,768		)	(94,867		)
Cumulative effect of a change in method of accounting	—			(144,523		)	—			—
Net income (loss)	13,195			(397,823		)	(118,768		)	(94,867		)
Dividends on preferred and preference stock:
Paid	—			—			—			(12,826		)
In arrears	—			—			(11,809		)	(4,276		)
Net income (loss) attributed to common shares	$	13,195		$	(397,823	)	$	(130,577	)	$	(111,969	)
Weighted average common shares outstanding	39,967			78,273			73,347			66,498
Basic and diluted net income (loss) per common share:
Continuing operations	$	(0.05	)	$	(3.16	)	$	(1.80	)	$	(1.67	)
Discontinued operations	0.38			(0.07		)	0.02			(0.01		)
Before cumulative effect of a change in method of accounting	0.33			(3.23		)	(1.78		)	(1.68		)
Cumulative effect of a change in method of accounting	—			(1.85		)	—			—
Net income (loss)	$	0.33		$	(5.08	)	$	(1.78	)	$	(1.68	)

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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 22,141 shares held for delivery upon surrender of certificates for the old 7% convertible 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 (see Note 2).

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 2001 and 2000. These dividends were not deducted from net income to calculate EPS for the three months ended March 31, 2002 because of the Company’s bankruptcy petition filing on November 28, 2001.

Note 5 - Inventories

Inventories consist of the following:

	Reorganized Company		Predecessor Company
(In thousands)	December 31, 2002		December 31, 2001
Fresh produce	$	35,375	$	38,190
Processed food products	197,810		208,436
Growing crops	94,169		96,203
Materials, supplies and other	49,980		46,012
	$	377,334	$	388,841

The carrying value of inventories valued by the LIFO method was $99 million at December 31, 2002 and $103 million at December 31, 2001. If these inventories were stated at current costs, total inventories would have been approximately $34 million and $28 million higher than reported at December 31, 2002 and 2001, respectively.

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Note 6 - Property, Plant and Equipment

Property, plant and equipment consist of the following:

	Reorganized Company			Predecessor Company
(In thousands)	December 31, 2002			December 31, 2001
Land	$	19,809		$	63,005
Buildings and improvements	52,607			213,983
Machinery and equipment	67,051			405,476
Ships and containers	173,965			685,214
Cultivations	40,841			306,115
Other	18,029			69,353
	372,302			1,743,146
Accumulated depreciation	(25,482		)	(773,206		)
	$	346,820		$	969,940

In conjunction with the adoption of fresh start reporting in March 2002, property, plant and equipment carrying values were reduced by $545 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. Additionally, accumulated depreciation was adjusted to $0.

During 2002, the Company sold five ships used in the Fresh Produce business for $54 million, which approximated the carrying value of the ships. The sale was completed in October 2002, and the proceeds from the sale were used to repay approximately $52 million of related debt.

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Note 7 - Leases

Total rental expense consists of the following:

	Reorganized Company			Predecessor Company
	Nine Months Ended December 31, 2000			Three Months Ended March 31, 2002			Year Ended December 31,
(In thousands)							2002			2001
Gross rentals
Ships and containers	$	52,307		$	18,345		$	60,553		$	64,403
Other	22,376			6,644			27,033			29,130
	74,683			24,989			87,586			93,533
Less sublease rentals	(5,527		)	(2,207		)	(1,140		)	(942		)
	$	69,156		$	22,782		$	86,446		$	92,591

In December 2002, the Company paid $14 million to exercise the purchase option on a ship that had previously been under an operating lease. In January 2003, the Company paid an additional $14 million to exercise the purchase option on another ship. No other purchase options exist on ships under operating leases.

Future minimum rental payments required under operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2002 are as follows:

(In thousands)	Ships and containers		Other		Total
2003	$	29,120	$	11,503	$	40,623
2004		28,503		10,454		38,957
2005		6,870		9,390		16,260
2006		4,441		8,524		12,965
2007		3,100		3,784		6,884
Later years		203		3,407		3,610

Portions of the minimum rental payments for ships constitute reimbursement for ship operating costs paid by the lessor.

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Note 8 – Investment in German Distributor

In late March 2003, the Company acquired 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. Prior to the acquisition, Chiquita held a 5% limited partnership interest in Scipio and loans secured by pledges of substantially all of the other limited partnership interests of Scipio. Chiquita had made the loans in the late 1980s and early 1990s in order to strengthen its relationship with Atlanta. The loans were made to four companies that used the proceeds to purchase substantially all of the limited partnership interests in Scipio. Under the terms of the acquisition, the Company exchanged its interests in the loans for the corresponding underlying Scipio limited partnership interests. The Company also acquired the general partnership interest and all of the remaining limited partnership interests. The total cash paid by the Company to acquire all of the equity interests in Scipio was approximately $1 million. Coinciding with the acquisition, Chiquita added a new $65 million term loan under its CBI credit facility. The proceeds were used to repay Scipio’s existing lenders. See Note 11 for more information on the CBI credit facility.

Prior to the acquisition, the Company’s recording of income from its interests in Scipio was limited to the underlying earnings of Scipio which, in effect, resulted in equity method accounting for this investment. Chiquita’s consolidated results of operations included income (loss) from its investment in Scipio of $(14) million for the nine months ended December 31, 2002, $0 for the three months ended March 31, 2002, $2 million for 2001 and $(8) million for 2000. The carrying value of Chiquita’s investments in Scipio was $44 million at December 31, 2002 and $134 million at December 31, 2001. With the adoption of fresh start reporting, the carrying value of the Company’s investment in Scipio was reduced by $84 million.

The following table presents summarized balance sheet information for Scipio:

	December 31,
(In thousands)	2002		2001
Cash	$	5,300	$	4,000
Other current assets, primarily trade receivables	140,800		154,500
Property, plant and equipment	99,700		90,700
Investments and other long-term assets	13,900		9,700
Intangibles	30,900		30,300
Total assets	$	290,600	$	289,200
Notes payable	$	52,900	$	66,700
Accounts payable and accrued liabilities	161,700		137,300
Other liabilities	38,000		39,900
Total liabilities	252,600		243,900
Shareholders’ equity	38,000		45,300
Total liabilities and shareholders’ equity	$	290,600	$	289,200

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Summarized income statement information for Scipio follows:

	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002		Year Ended December 31,
(In thousands)						2001		2000
Net sales	$	970,700		$	352,300	$	1,371,800	$	1,411,100
Gross profit	59,100			23,900		100,600		90,800
Net income (loss)		(13,500	)		—		2,000		(8,100	)

Chiquita had trade receivables due from Atlanta of $45 million at December 31, 2002 and $400,000 at December 31, 2001. Sales of Chiquita products to Atlanta totaled $130 million in 2002, $115 million in 2001, and $110 million in 2000.

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Note 9 - Equity Method Investments

Information on the Company’s investment in Scipio/Atlanta is included in Note 8. The following information relates to all other Company investments accounted for using the equity method. The Company’s share of the net income or loss associated with both Scipio/Atlanta and other equity method investments is included in cost of sales. These investees are primarily engaged in the distribution of fresh produce and include:

•A number of companies (collectively, the “Chiquita-Unifrutti JV”) that purchase and produce bananas and pineapples in the Phillippines, and market and distribute these products in Japan and other parts of Asia. The Chiquita-Unifrutti JV is 50%-owned by Chiquita.

•Mundimar Ltd., a 50%-owned joint venture in Honduras that produces and sells palm-oil based products, including cooking oils, shortening, margarine, soaps and other consumer products.

•Keelings Limited, which imports and distributes fresh produce and processes bananas in the United Kingdom and Ireland, and is 25%-owned by Chiquita.

•Chiquita-ENZA Chile Ltda., which purchases, processes and provides cold storage for Chilean fruit to be exported to North America and Europe. Although Chiquita owns 60% of this joint venture, the Company does not control the operations because the minority shareholder has substantive participating and veto rights under the joint venture agreement. In accordance with EITF 96-16, Chiquita does not consolidate this investment, but accounts for it under the equity method.

•Chiquita Brands South Pacific Limited, which produces, markets and distributes bananas, berries, mushrooms, citrus, dried fruit and other fresh produce in Australia. Chiquita owns 29% of this company, and the market value of its interest at December 31, 2002 is approximately $11 million based on year-end quoted market prices.

•The Packers of Indian River Ltd., a limited partnership that produces and packs Florida citrus fruit, which it markets in North America, Europe and Japan. Although Chiquita owns approximately 54% of this partnership, the Company does not control the operations because the other partner, who holds general and limited partnership interests, has substantive participating and veto rights under the partnership agreement. In accordance with EITF 96-16, Chiquita does not consolidate this investment, but accounts for it under the equity method.

Chiquita’s share of the income (loss) of these affiliates was $8 million in the nine months ended December 31, 2002, $3 million in the three months ended March 31, 2002, $(5) million in 2001 and $(10) million in 2000, and its investment in these companies totaled $60 million at December 31, 2002 and $125 million at December 31, 2001. The Company’s share of undistributed earnings of these affiliates totaled $33 million at December 31, 2002 and $25 million at December 31, 2001. With the adoption of fresh start reporting, the carrying value of these equity investments was reduced by approximately $85 million to reflect the fair value of the investments. As a result, the Company’s carrying value in its investments is approximately $23 million less than the underlying net assets. This difference is being amortized over the associated remaining useful lives of the underlying assets. Sales by Chiquita to these equity method investees ranged from $65 million to $85 million annually for the periods presented, and purchases from these investees ranged from $15 million to $25 million. The Company had short-term receivables from these equity method investees of approximately $11 million

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at December 31, 2002 and $8 million at December 31, 2001. Long-term receivables were approximately $7 million at December 31, 2002 and $9 million at December 31, 2001.

Summarized unaudited financial information of these affiliates follows:

	Reorganized Company		Predecessor Company
	Nine Months Ended December 31, 2002		Three Months Ended March 31, 2002		Year Ended December 31,
(In thousands)					2001		2000
Revenue	$	754,748	$	260,471	$	936,847	$	877,315
Gross profit	115,744		35,548		116,887		97,066
Net income (loss)		15,816		8,052		(5,056)		(11,253)

	Reorganized Company		Predecessor Company
(In thousands)	December 31, 2002		December 31, 2001
Current assets	$	218,249	$	194,673
Total assets		530,328		478,500
Current liabilities		179,302		170,079
Total liabilities		277,256		270,467

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Note 10 - Financial Instruments

At December 31, 2002, the Company had euro-denominated forward contracts requiring the conversion of approximately (euro) 230 million of sales in 2003 at an average rate of 0.98 dollars per euro. The Company also had euro-denominated option contracts which allow for conversion of approximately (euro) 68 million of sales in 2003 at rates ranging from 0.87 dollars per euro to 0.98 dollars per euro. The Company had 3.5% Rotterdam barge fuel oil forward contracts at December 31, 2002 that require conversion of approximately 90,000 metric tons of fuel oil at $120 per metric ton in 2003. At December 31, 2002, the fair value of the foreign currency forward contracts was included in accrued liabilities, and the fair value of the foreign currency option and fuel oil forward contracts was included in other current assets. The unrealized loss on these contracts deferred in accumulated other comprehensive income at the end of 2002, substantially all of which is expected to be reclassified to net income in the next twelve months, was approximately $15 million. During 2002, the change in the fair value of these contracts relating to hedge ineffectiveness was not significant.

The carrying values and estimated fair values of the Company’s debt, fuel oil contracts and foreign currency forward and option contracts are summarized below:

	Reorganized Company December 31, 2002						Predecessor Company December 31, 2001
(Assets (Liabilities), in thousands)	Carrying value			Estimated fair value			Carrying value			Estimated fair value
Parent company debt	$	(250,000	)	$	(260,000	)	$	(860,890	)	$	(700,000	)
Subsidiary debt	(267,451		)	(270,000		)	(389,396		)	(390,000		)
Fuel oil forward contracts	856			856			—			—
Fuel oil option contracts	—			—			737			737
Foreign currency forward contracts	(15,161		)	(15,161		)	—			—
Foreign currency option contracts		166			166			3,700			3,700

The Company’s Plan of Reorganization became effective March 19, 2002, resulting in the exchange of $861 million of the Predecessor Company’s Old Notes and $102 million of accrued and unpaid interest thereon for $250 million of New Notes and 95.5% of the New Common Stock (see Note 2).

Fair values for the Company’s publicly traded debt, foreign currency forward and option contracts, and fuel oil contracts are based on quoted market prices. Fair value for other debt is estimated based on the current rates offered to the Company for debt of similar maturities.

The Company is exposed to credit risk in the event of nonperformance by counterparties. However, because the Company’s hedging activities are transacted only with highly rated institutions, Chiquita does not anticipate nonperformance by any of these counterparties. Additionally, the Company has entered into agreements which limit its credit exposure to the amount of unrealized gains on the option and forward contracts.

Excluding the effect of the Company’s foreign currency forward and option contracts, net foreign exchange gains (losses) were $24 million in the nine months ended December 31, 2002, $(2) million in the three months ended March 31, 2002, $(5) million in 2001 and $2 million in 2000.

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Note 11 – Debt

Long-term debt consists of the following:

	Reorganized Company			Predecessor Company
(In thousands)	December 31, 2002			December 31, 2001
Parent Company
10.56% senior notes, due 2009	$	250,000		$	—
9 1/8% senior notes, due 2004	—			175,000
9 5/8% senior notes, due 2004	—			250,000
10% senior notes, due 2009	—			200,000
10 1/4% senior notes, due 2006	—			150,000
7% subordinated debentures, due 2001	—			85,890
Less current maturities	—			—
Less amounts subject to compromise (see Note 2)	—			(860,890		)
Long-term debt of parent company	$	250,000		$	—
Subsidiaries
Loans secured by ships and containers, due in installments from 2003 to 2010 – average effective interest rate of 4.9% (4.1% in 2001)	$	109,917		$	167,567
Loan secured by substantially all U.S. assets except those of CPF, due 2004 – variable interest rate of 6% (14% in 2001)	64,350			69,800
Loan secured by vegetable canning assets, due in installments from 2003 to 2004 – variable interest rate of 3.7% (4.2% in 2001)	28,571			35,714
Long-term portion of revolving credit facility secured by vegetable canning assets, due 2004 – variable interest rate of 4.2% (4.9% in 2001)	17,000			35,000
Foreign currency denominated loans maturing through 2008 – average interest rate of 11% (12% in 2001)	2,409			3,516
Other loans maturing through 2011 – average interest rate of 7% (9% in 2001)	13,879			34,073
Less current maturities	(44,323		)	(55,892		)
Long-term debt of subsidiaries	$	191,803		$	289,778

40

Maturities on subsidiary long-term debt during the next five years are as follows:

(In thousands)
2003	$	44,323
2004	111,525
2005	24,733
2006	18,628
2007		19,023

In accordance with the Company’s Plan of Reorganization (see Note 2), $861 million of CBII’s Old Notes and $102 million of accrued and unpaid interest thereon were exchanged for $250 million of New Notes and 95.5% of the New Common Stock.

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 December 31, 2002, limited the aggregate amount of dividends that could be paid by CBII to approximately $25 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.

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. 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 amended to increase the facility to $130 million, comprised of a $70 million term loan and a $60 million revolving credit facility, and the expiration date was extended to June 2004. 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 was 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 with their own credit facilities, such as Chiquita Processed Foods, L.L.C.) 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. Because of these cash distribution restrictions from CBI to CBII, and because CBII currently has no source of

41

cash except for distributions from CBI, any payment of common stock dividends to Chiquita shareholders would require approval from the CBI facility lenders. Similar approvals would be required for a Company buyback of common stock. 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 commenced on the term loan. As the term loan is repaid, the capacity under the revolving credit portion of the facility increases by the amount of the term loan repayments, except for cases in which the term loan repayments are mandated as a result of specified events, generally sales of major assets. Under the revolving credit facility, no amounts were outstanding, $4 million of revolving credit capacity had been used to issue letters of credit and $60 million was available for borrowing at December 31, 2002.

Coinciding with the acquisition of Scipio/Atlanta late in March 2003, the CBI facility was amended and restated to add a new $65 million term loan to repay Scipio/Atlanta's existing lenders. Interest on the $65 million loan accrues at the bank corporate base rate plus 3.25%, subject to a minimum of 7.5%. A facility fee of $2 million was paid. This new loan is secured with pledges of equity of Scipio/Atlanta and its subsidiaries and liens on certain assets of Scipio/Atlanta.

Chiquita Processed Foods, L.L.C. (“CPF”), the Company’s vegetable canning subsidiary, has a senior secured credit facility that includes a $135 million revolving credit line and a $29 million term loan outstanding at December 31, 2002. At December 31, 2002, $43 million of borrowings were outstanding under the revolving credit line, of which $17 million was classified as long-term debt, $2 million of revolving credit line capacity had been used to issue letters of credit, and $90 million was available for borrowing. 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 December 31, 2002, payment of dividends by CPF was limited to $4 million under the terms of this facility.

The Company maintains various other lines of credit with domestic and foreign banks for borrowing funds on a short-term basis. The average interest rates for all short-term notes and loans payable outstanding were 5.0% and 4.9% at December 31, 2002 and 2001, respectively.

Cash payments relating to interest expense were $27 million for the nine months ended December 31, 2002, $9 million for the three months ended March 31, 2002, $41 million in 2001 and $122 million in 2000.

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Note 12 - Pension and Severance Benefits

The Company and its subsidiaries have several defined benefit and contribution pension plans covering domestic and foreign employees and have severance plans covering Central and South American employees. Pension plans covering eligible salaried and hourly employees and Central and South American severance plans for all employees call for benefits to be based upon years of service and compensation rates.

Pension and severance expense consists of the following:

	Domestic Plans
	Reorganized Company			Predecessor Company
(In thousands)	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
							2001			2000
Defined benefit and severance plans:
Service cost	$	365		$	163		$	431		$	1,216
Interest on projected benefit obligation	2,292			783			2,684			3,185
Expected return on plan assets	(2,550		)	(853		)	(2,907		)	(3,223		)
Recognized actuarial loss	—			212			577			589
Amortization of prior service cost and transition obligation	—			16			52			90
	107			321			837			1,857
Curtailment loss (gain)	—			—			228			(2,021		)
	107			321			1,065			(164		)
Defined contribution plans	3,562			1,346			4,709			4,387
Total pension and severance expense	$	3,669		$	1,667		$	5,774		$	4,223

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	Foreign Plans
	Reorganized Company			Predecessor Company
(In thousands)	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
							2001			2000
Defined benefit and severance plans:
Service cost	$	2,754		$	1,021		$	4,310		$	3,552
Interest on projected benefit obligation	4,476			1,802			4,543			4,585
Expected return on plan assets	(151		)	(44		)	(186		)	(162		)
Recognized actuarial (gain) loss	(417		)	921			1,099			1,057
Amortization of prior service cost and transition obligation	—			541			571			525
	6,662			4,241			10,337			9,557
Settlement loss	—			—			2,000			1,000
	6,662			4,241			12,337			10,557
Defined contribution plans	363			133			533			561
Total pension and severance expense	$	7,025		$	4,374		$	12,870		$	11,118

The Company’s pension and severance benefit obligations relate primarily to Central and South American benefits which, in accordance with local government regulations, are generally not funded until benefits are paid. Domestic pension plans are funded in accordance with the requirements of the Employee Retirement Income Security Act. Plan assets consist primarily of corporate equity and fixed income securities.

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Financial information with respect to the Company’s foreign and domestic defined benefit pension and severance plans is as follows:

	Domestic Plans
	Reorganized Company			Predecessor Company
(In thousands)	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Fair value of plan assets at beginning of period	$	43,184		$	42,764		$	44,733
Actual return on plan assets		(3,781	)	904			(2,055		)
Employer contributions		1,890		224			2,822
Benefits paid		(2,234	)	(708		)	(2,736		)
Fair value of plan assets at end of period	$	39,059		$	43,184		$	42,764
Projected benefit obligation at beginning of period	$	45,271		$	44,851		$	40,248
Service and interest cost		2,657		946			3,115
Actuarial loss		2,238		182			4,224
Benefits paid		(2,234	)	(708		)	(2,736		)
Projected benefit obligation at end of period	$	47,932		$	45,271		$	44,851
Plan assets less than projected benefit obligation	$	(8,873	)	$	(2,087	)	$	(2,087	)
Unrecognized actuarial loss		8,058		—			12,918
Unrecognized prior service cost	—			—			386
Unrecognized transition obligation	—			—			282
Adjustment required to recognize minimum pension and severance liability		(7,171	)	—			(13,231		)
		(7,986	)	(2,087		)	(1,732		)
Prepaid pension asset		4,570		4,340			7,834
Accrued pension and severance liability	$	(12,556	)	$	(6,427	)	$	(9,566	)

45

	Foreign Plans
	Reorganized Company			Predecessor Company
(In thousands)	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Fair value of plan assets at beginning of period	$	4,431		$	4,298		$	4,208
Actual return on plan assets		116		44			139
Employer contributions		9,280		2,713			11,930
Benefits paid		(9,010	)	(2,624		)	(11,979		)
Fair value of plan assets at end of period	$	4,817		$	4,431		$	4,298
Projected benefit obligation at beginning of period	$	78,780		$	49,703		$	49,259
Service and interest cost		7,230		2,823			8,853
Actuarial (gain) loss		(7,837	)	18,098			3,570
Benefits paid		(9,010	)	(2,624		)	(11,979		)
Amendments		—		10,780			—
Projected benefit obligation at end of period	$	69,163		$	78,780		$	49,703
Plan assets less than projected benefit obligation	$	(64,346	)	$	(74,349	)	$	(45,405	)
Unrecognized actuarial (gain) loss		(7,320	)	—			10,632
Unrecognized prior service cost		—		—			770
Unrecognized transition asset		—		—			(570		)
Adjustment required to recognize minimum pension and severance liability		(463	)	—			(1,924		)
		(72,129	)	(74,349		)	(36,497		)
Prepaid pension asset		—		—			—
Accrued pension and severance liability	$	(72,129	)	$	(74,349	)	$	(36,497	)

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Included in the table above are plans whose benefit obligation exceeds plan assets. The accumulated benefit obligation, projected benefit obligation and fair value of assets of plans for which benefits exceed assets were $105 million, $112 million and $35 million, respectively, as of December 31, 2002; $108 million, $120 million and $39 million, respectively, as of March 31, 2002; and $79 million, $90 million and $38 million, respectively, as of December 31, 2001.

The projected benefit obligations of the Company’s domestic pension plans were determined using a discount rate of approximately 6.5% at December 31, 2002 and 7% at March 31, 2002 and December 31, 2001. The assumed long-term rate of compensation increase was 6% for all periods presented, and the assumed long-term rate of return on plan assets was approximately 8% for all periods presented. The projected benefit obligations of Central and South American pension and severance plans were determined using a discount rate of approximately 9% at December 31, 2002 and 9.25% at March 31, 2002 and December 31, 2001. The assumed long-term rate of compensation increase was 5% at December 31, 2002 and 6% at March 31, 2002 and December 31, 2001.

In conjunction with the adoption of fresh start reporting, pension and severance liabilities were increased by $33 million to reflect the projected benefit obligation (net of plan assets) at March 31, 2002.

Effective January 1, 2002, the Company made amendments and assumption changes regarding benefit payments and employee service lives used to calculate the projected benefit obligation for the Central and South American severance plans. These changes resulted in an increase in the projected benefit obligation of approximately $28 million. This increase is reflected in the table above in the progression of the projected benefit obligation for the three months ended March 31, 2002.

Note 13 – Stock-Based Compensation

In accordance with the Plan of Reorganization (see Note 2), the Company’s stock option and incentive plans existing at December 31, 2001 and all options and awards issued thereunder (“Old Options”) were cancelled in March 2002 upon emergence from Chapter 11 bankruptcy. The Company adopted a new stock option plan, under which the Company may issue up to an aggregate of 5.9 million shares of New Common Stock as stock options, stock awards, performance awards and stock appreciation rights (“SARs”). The options may be granted to directors, officers and other key employees to purchase shares of New Common Stock at fair market value at the date of the grant. Under the new stock option plan, options for approximately 4.3 million shares were outstanding at December 31, 2002. Additionally, 241,000 SARs granted to certain non-U.S. employees were outstanding at year-end. These options and SARs generally vest over four years and will be exercisable for a period not in excess of 10 years.

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A summary of the activity and related information for the Company’s new stock options follows:

	2002
(In thousands, except per share amounts)	Shares		Weighted average exercise price
Under option at beginning of year	—		$	—
Options granted	4,751		16.84
Options exercised	—		—
Options cancelled or expired	(448	)	16.95
Under option at end of year	4,303		$	16.83
Options exercisable at end of year	—		$	—
Shares available for future grants	1,352

Options outstanding as of December 31, 2002 had a weighted average remaining contractual life of 9 years at December 31, 2002 and had exercise prices ranging from $11.73 to $16.97. The following table summarizes further information on the range of exercise prices:

	Options Outstanding
(In thousands, except per share amounts)	Shares		Weighted average exercise price		Weighted average remaining life
Exercise Price
$ 11.73-$15.90		102	$	12.57		9 years
15.91-16.91	155		16.66		9 years
16.92-16.97		4,046		16.94		9 years

The estimated weighted average fair value per option share granted was $7.84 using a Black-Scholes option pricing model based on market prices and the following assumptions at the date of option grant: weighted average risk-free interest rate of 4.4%, dividend yield of 0%, volatility factor for the Company’s common stock price of 47%, and a weighted average expected life of five years for options not forfeited.

The Company has accounted for stock options in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” If the Company had been applying Statement of Financial Accounting Standards No. 123 (“SFAS No. 123”), “Accounting for Stock-Based Compensation,” the estimated pro forma compensation expense based on these option fair values would have been approximately $7 million ($0.19 per share) for the nine months ended December 31, 2002 assuming a forfeiture rate of 20%, as illustrated in the pro forma table below. 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. Because the Company will only recognize expense for those options granted after December 31, 2002, the effect of applying SFAS No. 123, as discussed above, is not necessarily indicative of the effect in future years. In addition, management has not determined the number of options that will be granted in 2003. With respect to SARs, the Company records expense

48

over the life of the SARs to the extent that the price of the underlying stock is greater than the stated price of the SAR. No expense was required to be recorded in 2002.

A summary of the activity and related information for the Company’s Old Options follows:

	2001				2000
(In thousands, except per share amounts)	Shares		Weighted average exercise price		Shares		Weighted average exercise price
Under option at beginning of year	12,608		$	10.31	10,997		$	12.34
Options granted	72		1.76		3,679		4.45
Options exercised	—		—		—		—
Options cancelled or expired	(2,107	)	10.39		(2,068	)	10.67
Under option at end of year	10,573		$	10.24	12,608		$	10.31
Options exercisable at end of year	5,038		$	11.98	5,516		$	12.15

The estimated weighted average fair value per option share granted was $0.38 for 2001 and $2.65 for 2000 using a Black-Scholes option pricing model based on market prices and the following assumptions at the date of option grant: weighted average risk-free interest rates of 5.1% for 2001 and 6.6% for 2000; dividend yield of 0% for 2001 and 2000; volatility factor for the Company’s common stock price of 49% for 2001 and 43% for 2000; and a weighted average expected life of one year for 2001 and eight years for 2000 for options not forfeited.

The estimated pro forma compensation expense based on these option fair values would have been as follows:

	Reorganized Company			Predecessor Company
(In thousands, except per share amounts)	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
							2001			2000
Net income (loss)	$	13,195		$	(397,823	)	$	(118,768	)	$	(94,867	)
Pro forma compensation expense	(7,452		)	(902		)	(3,607		)	(4,423		)
Pro forma net income (loss)	$	5,743		$	(398,725	)	$	(122,375	)	$	(99,290	)
Basic and diluted net income (loss) per common share:
Net income (loss)	$	0.33		$	(5.08	)	$	(1.78	)	$	(1.68	)
Pro forma compensation expense	(0.19		)	(0.01		)	(0.05		)	(0.07		)
Pro forma net income (loss)	$	0.14		$	(5.09	)	$	(1.83	)	$	(1.75	)

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Note 14 - Shareholders’ Equity

In accordance with the Company’s Plan of Reorganization (see Note 2), all Old Common Stock and all preferred and preference stock (“Old Preferred Stock”) of the Company were cancelled. In accordance with the Plan, 150 million shares of New Common Stock are authorized, including 40 million shares which were issued in 2002. In addition, the Company issued warrants representing the right to purchase 13.3 million shares of New Common Stock. The warrants have an exercise price of $19.23 per share and are exercisable through March 19, 2009. In the Consolidated Balance Sheet at December 31, 2002, the warrants, valued at $41 million for purposes of the Plan of Reorganization, are included in capital surplus.

At December 31, 2002, shares of New Common Stock were reserved for the following purposes:

Issuance under new stock option plan (see Note 13)	5.9 million
Issuance for exercise of warrants	13.3 million

At December 31, 2001, 200 million shares of Old Common Stock were authorized, including 37.5 million unissued shares reserved for issuance under old stock option and employee benefit plans and for the conversion of Old Preferred Stock. No dividends on Old Common Stock were paid during 2001 and 2000.

At December 31, 2001, three series of Old Preferred Stock were outstanding, for a total of 2.9 million shares. Each share of the Old Preferred Stock had annual dividend rates ranging from $2.50 to $3.75 and was convertible at the holder’s option into a number of shares of Old Common Stock ranging from 2.6316 to 3.3333. Each share of the Old Preferred Stock had a liquidation preference of $50.00.

In the fourth quarter of 2000, the Company discontinued payment of dividends on its Old Preferred Stock, and accordingly, the Company had five quarters of accumulated and unpaid dividends at December 31, 2001, totaling $11.6 million. Pursuant to the Plan of Reorganization, all rights with respect to such dividend arrearages were cancelled.

At December 31, 2001, two series of Old Preferred Stock totaling 1.7 million shares were convertible at the Company’s option into a number of shares of Old Common Stock (not exceeding 10 shares) having a total market value of $50.00-$50.75.

The accumulated other comprehensive loss balance at December 31, 2002 includes unrealized losses on derivatives of $15 million, unrealized translation gains of $13 million, and a minimum pension liability adjustment of $8 million. The accumulated other comprehensive loss balance at December 31, 2001 includes unrealized losses on derivatives of $6 million, unrealized translation losses of $22 million, and a minimum pension liability adjustment of $15 million.

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Note 15 - Income Taxes

Income taxes related to continuing operations consist of the following:

(In thousands)	U.S. Federal			U.S. State			Foreign			Total
REORGANIZED COMPANY
Nine months ended December 31, 2002
Current tax expense	$	1,380		$	139		$	3,062		$	4,581
Deferred tax benefit	—			(150		)	(31		)	(181		)
	$	1,380		$	(11	)	$	3,031		$	4,400
PREDECESSOR COMPANY
Three months ended March 31, 2002
Current tax expense (benefit)	$	(855	)	$	132		$	1,864		$	1,141
Deferred tax benefit	—			—			(141		)	(141		)
	$	(855	)	$	132		$	1,723		$	1,000
2001
Current tax expense	$	840		$	708		$	4,269		$	5,817
Deferred tax expense	—			1,183			—			1,183
	$	840		$	1,891		$	4,269		$	7,000
2000
Current tax expense	$	175		$	1,199		$	5,108		$	6,482
Deferred tax expense	—			—			518			518
	$	175		$	1,199		$	5,626		$	7,000

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Income tax expense (benefit) related to continuing operations differs from income taxes computed at the U.S. federal statutory rate for the following reasons:

	Reorganized Company			Predecessor Company
(In thousands)	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
							2001			2000
Income tax expense (benefit) computed at U.S. federal statutory rate	$	794		$	(86,491	)	$	(39,505	)	$	(30,475	)
State income taxes, net of federal benefit	(7		)	86			1,477			779
Impact of foreign operations	(18,143		)	(4,579		)	33,940			35,958
Goodwill amortization	—			—			1,656			1,678
Fresh start adjustment	—			76,214			—			—
Change in valuation allowance	9,270			9,592			(43,422		)	—
Gain on transfer of trademark rights from U.S. subsidiary to foreign subsidiary	—			—			62,953			—
Change in tax attributes	8,209			5,549			(11,787		)	—
Other	4,277			629			1,688			(940		)
Income tax expense	$	4,400		$	1,000		$	7,000		$	7,000

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The components of deferred income taxes included on the balance sheet are as follows:

	Reorganized Company			Predecessor Company
(In thousands)	December 31, 2002			December 31, 2001
Deferred tax benefits
Net operating loss carryforwards	$	54,360		$	36,268
Other tax carryforwards	6,305			12,643
Employee benefits	19,395			13,047
Accrued expenses	20,677			22,705
Depreciation	8,745			—
Investments	38,979			—
Other	11,483			10,353
	159,944			95,016
Deferred tax liabilities
Depreciation and amortization	—			(22,571		)
Growing crops	(10,500		)	(14,328		)
Trademark	(74,912		)	—
Other	(5,584		)	(8,353		)
	(90,996		)	(45,252		)
	68,948			49,764
Valuation allowance	(80,309		)	(61,447		)
Net deferred tax liability	$	(11,361	)	$	(11,683	)

U.S. net operating loss carryforwards (“NOLs”) were $155 million as of December 31, 2002, and $104 million as of December 31, 2001. As of January 1, 2003, as a result of the Company’s financial restructuring, the December 31, 2002 NOLs will be reduced to zero.

Income (loss) before taxes attributable to foreign operations was $86 million for the nine months ended December 31, 2002, ($345) million for the three months ended March 31, 2002, $71 million in 2001, and $40 million in 2000. Undistributed earnings of foreign subsidiaries, approximately $600 million at December 31, 2002, have been permanently reinvested in foreign operating assets. Accordingly, no provision for U.S. federal and state income taxes has been provided thereon.

Cash payments for income taxes were $4 million for the nine months ended December 31, 2002, $1 million for the three months ended March 31, 2002, $4 million in 2001 and $6 million in 2000. Additionally, the Company received $9 million of refunds in 2001 related to audits of the Company’s federal income tax returns for 1989 through 1991.

No income tax expense is associated with discontinued operations for the periods presented, as net operating losses offset income generated by these operations. No income tax expense is associated with the cumulative effect of a change in method of accounting, or any of the items included in other comprehensive income.

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Note 16 - Segment Information

The Company conducts business in two business segments, organized primarily on a product line basis, with each segment offering a variety of different but related products. The Company evaluates the performance of its business segments based on operating income before unusual items. Intercompany transactions between segments are eliminated. Financial information for each segment follows:

	Fresh Produce			Processed Foods		Consolidated
REORGANIZED COMPANY
AS OF AND FOR THE NINE MONTHS ENDED
DECEMBER 31, 2002
Net sales	$	1,109,442		$	333,607	$	1,443,049
Segment operating income (1)	48,426			6,090		54,516
Depreciation	21,835			5,174		27,009
Income from equity investments	4,965			2,023		6,988
Total assets	1,313,198			329,043		1,642,241
Net operating assets (2)	881,748			208,480		1,090,228
Investment in equity affiliates	92,439			11,603		104,042
Expenditures for long-lived assets	34,289			12,077		46,366
PREDECESSOR COMPANY
FOR THE THREE MONTHS
ENDED MARCH 31, 2002
Net sales	$	438,080		$	108,910	$	546,990
Segment operating income	41,049			1,252		42,301
Depreciation and amortization	16,532			3,929		20,461
Income from equity investments	2,950			364		3,314
Expenditures for long-lived assets	4,308			2,109		6,417
2001
Net sales	$	1,431,971		$	450,197	$	1,882,168
Segment operating income (1)	52,436			8,709		61,145
Depreciation and amortization	67,752			17,970		85,722
Income (loss) from equity investments	(4,459		)	1,953		(2,506		)
Total assets	1,806,736			455,756		2,262,492
Net operating assets (2)	1,304,574			370,796		1,675,370
Investment in equity affiliates	241,599			17,534		259,133
Expenditures for long-lived assets	30,199			14,559		44,758
2000
Net sales	$	1,426,931		$	466,436	$	1,893,367
Segment operating income (1)	15,452			30,540		45,992
Depreciation and amortization	73,877			18,060		91,937
Income (loss) from equity investments	(18,685		)	983		(17,702		)
Total assets	1,895,287			521,503		2,416,790
Net operating assets (2)	1,313,250			435,183		1,748,433
Investment in equity affiliates	231,324			19,647		250,971
Expenditures for long-lived assets	52,578			14,442		67,020

54

(1)Segment operating income excludes the following unusual items: for the nine months ended December 31, 2002, $12 million of Scipio/Atlanta restructuring charges, $5 million associated with flooding in Costa Rica and Panama in early December and $5 million for severance in connection with the first stage of the Company’s strategic cost-reduction programs. Substantially all of these charges are related to the Company’s Fresh Produce operations; in 2001, $28 million of charges primarily associated with the closure of farms, and a labor strike and related issues at the Company’s Armuelles, Panama banana producing division; in 2000, $35 million of charges primarily associated with the write-downs of production and sourcing assets in the Fresh Produce operations, including the curtailment in June 2000 of additional Hurricane Mitch farm rehabilitation. These charges in 2000 were partially offset by a $15 million gain on the sale of California Day-Fresh Foods, Inc., a processor and distributor of natural fresh fruit and vegetable juices that was part of the Company’s Processed Foods operations.

(2)Net operating assets consist of total assets less (i) cash and equivalents and assets of discontinued operations and (ii) total liabilities other than debt, liabilities subject to compromise and liabilities of discontinued operations.

The Fresh Produce segment includes the sourcing, transportation, distribution and marketing of bananas, which comprises approximately 85% of Fresh Produce net sales, and a wide variety of other fresh fruits and vegetables. The Processed Foods segment consists of the production, distribution and marketing of the Company’s private-label and branded canned vegetables, processed bananas and edible oil based consumer products. The Company’s private-label and branded canned vegetables are sold through its subsidiary, Chiquita Processed Foods (“CPF”), which accounts for over 90% of Processed Foods segment net sales. In March 2003, the Company entered into a definitive agreement to sell CPF to Seneca Foods Corporation (see Note 3).

55

Financial information by geographic area is as follows:

	Reorganized Company		Predecessor Company
(In thousands)	Nine Months Ended December 31, 2002		Three Months Ended March 31, 2002		Year Ended December 31,
					2001		2000
Net sales
United States	$	762,085	$	303,927	$	1,066,064	$	1,092,078
Central and South America	644		614		698		9,764
Europe and other international	680,320		242,449		815,406		791,525
	$	1,443,049	$	546,990	$	1,882,168	$	1,893,367

	Reorganized Company		Predecessor Company
(In thousands)	December 31, 2002		December 31,
			2001		2000
Long-lived assets
United States	$	304,286	$	285,157	$	320,031
Central and South America	134,282		483,442		514,889
Europe and other international	283,795		247,767		230,483
Shipping operations	164,891		396,290		422,932
	$	887,254	$	1,412,656	$	1,488,335

The Company’s products are sold throughout the world and its principal production and processing operations are conducted in Central and South America and the United States. Chiquita’s earnings are heavily dependent upon products grown and purchased in Central and South America. These activities, a significant factor in the economies of the countries where Chiquita produces bananas and related products, are subject to the risks that are inherent in operating in such foreign countries, including government regulation, currency restrictions and other restraints, risk of expropriation, risk of political instability and burdensome taxes. Certain of these operations are substantially dependent upon leases and other agreements with these governments.

The Company is also subject to a variety of government regulations in certain countries where it markets bananas and other products, including import quotas and tariffs, currency exchange controls and taxes.

56

Note 17 - Litigation

A number of legal actions are pending against the Company. Based on information currently available to the Company and advice of counsel, management does not believe such litigation will, individually or in the aggregate, have a material adverse effect on the financial statements of the Company.

Note 18 - Quarterly Financial Data (Unaudited)

The following quarterly financial data are unaudited, but in the opinion of management include all necessary adjustments for a fair presentation of the interim results, which are subject to significant seasonal variations. Amounts presented will differ from previously filed Quarterly Reports on Form 10-Q because of reclassifications for discontinued operations.

2002	Predecessor Company			Reorganized Company
(In thousands, except per share amounts)	March 31			June 30			Sep. 30			Dec. 31
Net sales	$	546,990		$	530,242		$	429,304		$	483,503
Cost of sales	(434,168		)	(402,751		)	(366,106		)	(442,455		)
Operating income (loss)	42,301			57,619			1,186			(26,423		)
Income (loss) from continuing operations before cumulative effect of a change in method of accounting	(248,118		)	45,193			(9,969		)	(37,354		)
Discontinued operations	(5,182		)	2,521			1,739			11,065
Income (loss) before cumulative effect of a change in method of accounting	(253,300		)	47,714			(8,230		)	(26,289		)
Cumulative effect of a change in method of accounting	(144,523		)	—			—			—
Net income (loss)	(397,823		)	47,714			(8,230		)	(26,289		)
Basic and diluted earnings (loss) per share:
Continuing operations	(3.16		)	1.13			(.25		)	(.94		)
Discontinued operations	(.07		)	.06			.04			.28
Before cumulative effect of a change in method of accounting	(3.23		)	1.19			(.21		)	(.66		)
Cumulative effect of a change in method of accounting	(1.85		)	—			—			—
Net income (loss)	(5.08		)	1.19			(.21		)	(.66		)
Reorganized Company:
Common stock market price
High	—			18.60			17.55			15.40
Low	—			15.64			14.01			11.10
Predecessor Company:
Common stock market price
High	0.87			—			—			—
Low		0.63			—			—			—

57

2001	Predecessor Company
(In thousands, except per share amounts)	March 31			June 30			Sep. 30			Dec. 31
Net sales	$	497,641		$	504,800		$	424,196		$	455,531
Cost of sales	(388,481		)	(406,203		)	(359,305		)	(407,198		)
Operating income (loss)	38,980			22,761			(5,197		)	(23,269		)
Income (loss) from continuing operations	5,296			(12,134		)	(39,348		)	(73,685		)
Discontinued operations	(1,168		)	1,146			1,125			—
Net income (loss)	4,128			(10,988		)	(38,223		)	(73,685		)
Basic and diluted earnings (loss) per share:
Continuing operations	.03			(.20		)	(.57		)	(.98		)
Discontinued operations	(.02		)	.01			.01			—
Net income (loss)	.01			(.19		)	(.56		)	(.98		)
Common stock market price
High	3.06			1.78			1.56			0.86
Low		1.01			0.99			0.82			0.42

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. These interim period deferred balances are fully expensed by year-end. For 2002, this policy resulted in fixed costs deferred in other current assets of $18 million at March 31, 2002, $21 million at June 30, 2002, $17 million at September 30, 2002, and $0 at December 31, 2002. For 2001, this policy resulted in fixed costs deferred of $16 million at March 31, 2001, $18 million at June 30, 2001, $14 million at September 30, 2001, and $0 at December 31, 2001. The Company has determined that expensing fixed costs as they are incurred is preferable to deferring these costs. As a result, beginning in 2003, the Company will no longer defer such costs in interim periods throughout the year.

Fourth quarter operating losses in 2002 include $12 million of Scipio/Atlanta restructuring charges, $5 million associated with flooding in Costa Rica and Panama and $5 million for severance. In addition, financial restructuring charges of $286 million and a cumulative effect of $145 million from the change in method of accounting for goodwill are included in net loss in the first quarter of 2002.

Operating losses in the third and fourth quarters of 2001 include charges of $8 million and $20 million, respectively, primarily associated with the closure of farms, a third quarter labor strike and related labor issues at the Company’s Armuelles, Panama banana producing division. In addition, financial restructuring items of $1 million in the first quarter, $3 million in each of the second and third quarters and $27 million in the fourth quarter are included in net income (loss).

Per share results include the effect, if dilutive, of assumed conversion of preferred and preference stock, convertible debentures and options into common stock during the period presented. The effects of assumed conversions are determined independently for each respective quarter and year and may not be dilutive during every period due to variations in operating results. Therefore, the sum of quarterly per share results will not necessarily equal the per share results for the full year.

58

Chiquita Brands International, Inc.
SELECTED FINANCIAL DATA

	Reorganized Company			Predecessor Company
(In thousands, except per share amounts)	Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
							2001			2000			1999			1998
FINANCIAL CONDITION
Working capital	$	370,869		$	408,894		$	389,976		$	239,601		$	419,866		$	302,573
Capital expenditures	43,833			4,572			27,993			53,964			138,804			101,794
Total assets	1,642,241			1,779,019			2,262,492			2,416,790			2,596,127			2,509,133
Capitalization
Short-term debt*	75,648			87,661			99,618			277,979			117,253			157,213
Long-term debt*	441,803			538,246			289,778			1,043,242			1,207,669			988,651
Liabilities subject to compromise*	—			—			962,820			—			—			—
Shareholders’ equity	629,289			612,753			448,594			582,543			705,286			793,980
OPERATIONS
Net sales	$	1,443,049		$	546,990		$	1,882,168		$	1,893,367		$	2,200,829		$	2,336,334
Operating income*	32,382			42,301			33,275			25,932			43,181			85,404
Loss from continuing operations before cumulative effect of a change in method of accounting	(2,130		)	(248,118		)	(119,871		)	(94,072		)	(55,667		)	(17,830		)
Discontinued operations	15,325			(5,182		)	1,103			(795		)	(2,715		)	(582		)
Income (loss) before cumulative effect of a change in method of accounting	13,195			(253,300		)	(118,768		)	(94,867		)	(58,382		)	(18,412		)
Cumulative effect of a change in method of accounting	—			(144,523		)	—			—			—			—
Net income (loss)*	13,195			(397,823		)	(118,768		)	(94,867		)	(58,382		)	(18,412		)
SHARE DATA
Shares used to calculate diluted loss per common share	39,967			78,273			73,347			66,498			65,768			64,663
Diluted loss per common share:
Continuing operations	$	(.05	)	$	(3.16	)	$	(1.80	)	$	(1.67	)	$	(1.11	)	$	(.54	)
Discontinued operations	.38			(.07		)	.02			(.01		)	(.04		)	(.01		)
Before cumulative effect of a change in method of accounting	.33			(3.23		)	(1.78		)	(1.68		)	(1.15		)	(.55		)
Cumulative effect of a change in method of accounting	—			(1.85		)	—			—			—			—
Net income (loss)	.33			(5.08		)	(1.78		)	(1.68		)	(1.15		)	(.55		)
Dividends per common share				—			—			—			.20			.20
Market price per common share:
Reorganized Company:
High	18.60			—			—			—			—			—
Low	11.10			—			—			—			—			—
End of period	13.26			—			—			—			—			—
Predecessor Company:
High	—			0.87			3.06			5.63			11.75			16.00
Low	—			0.63			0.42			0.88			3.38			9.50
End of period	—			0.71			0.64			1.00			4.75			9.56

*See Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes to Consolidated Financial Statements for a discussion of parent company debt restructuring and for a discussion of significant items included in operating income for the nine months ended December 31, 2002, the three months ended March 31, 2002, and the years ended 2001 and 2000.

59

EX-21

                                                                      Exhibit 21

                       CHIQUITA BRANDS INTERNATIONAL, INC.

                                  SUBSIDIARIES

     As of March 15, 2003, the major subsidiaries of the Company, the
jurisdiction in which organized and the percent of voting securities owned by
the immediate parent corporation were as follows:



                                                                             Percent of
                                                                         Voting Securities
                                                          Organized           Owned by
                                                         Under Laws of   Immediate Parent
                                                         -------------   -----------------
                                                                          
Chiquita Brands, Inc.                                     Delaware              100%
   American Produce Company                               Delaware              100%
   Chiquita Banana Company B.V.                           Netherlands           100%
      Chiquita Finland Oy                                 Finland               100%
      Chiquita Italia, S.p.A.                             Italy                 100%
      Chiquita Tropical Fruit Company B.V.                Netherlands           100%
   Chiquita Brands Company, North America                 Delaware              100%
      CB Containers, Inc.                                 Delaware              100%
      OV Containers, Inc.                                 Delaware              100%
   Chiquita Citrus Packers, Inc.                          Delaware               80%
   Chiquita Compagnie des Bananes                         France                100%
   Chiquita Frupac  Inc.                                  Delaware              100%
   Chiquita Gulf Citrus, Inc.                             Delaware              100%
   Chiquita International Trading Company                 Delaware              100%
      Chiquita Far East Holdings B.V.                     Netherlands           100%
      Chiquita International Limited                      Bermuda               100%
         Agricola El Retiro, S.A.                         Colombia              100%
         Bocas Fruit Co. L.L.C.                           Delaware              100%
         C.I. Bananos de Exportacion S.A.                 Colombia              100%
         Compania Bananera Atlantica Limitada             Costa Rica            100%
         Compania Bananera Guatemalteca Independiente,    Guatemala             100%
            S.A.
         Great White Fleet Ltd.                           Bermuda               100%
            BVS Ltd.                                      Bermuda               100%
            CDV Ltd.                                      Bermuda               100%
            CDY Ltd.                                      Bermuda               100%
            CRH Shipping Ltd.                             Bermuda               100%
            Danfund Ltd.                                  Bermuda               100%
            Danop Ltd.                                    Bermuda               100%
            GPH Ltd.                                      Bermuda               100%
            Great White Fleet (US) Ltd.                   Bermuda               100%
            GWF Management Services Ltd.                  Bermuda               100%
         Tela Railroad Company Ltd.                       Bermuda               100%
      M.M. Holding Ltd.                                   Bermuda               100%
                                                          (Continued)





                                                              Exhibit 21 (Cont.)

                       CHIQUITA BRANDS INTERNATIONAL, INC.

                                  SUBSIDIARIES


                                                                          Percent of
                                                                      Voting Securities
                                                       Organized           Owned by
                                                     Under Laws of    Immediate Parent
                                                     --------------   -----------------
                                                                       
Chiquita Tropical Products Company                   Delaware                100%
Chiriqui Land Company                                Delaware                100%
   Puerto Armuelles Fruit Co., Ltd.                  Delaware                100%
Compania Agricola del Guayas                         Delaware                100%
Compania Agricola de Rio Tinto                       Delaware                100%
Compania Mundimar, S.A.                              Costa Rica              100%
Friday Holdings, L.L.C.                              Delaware                100%
   Chiquita Processed Foods, L.L.C.                  Delaware                100%
Maritrop Trading, L.L.C.                             Delaware                100%
New Start Limited                                    Cayman Islands          100%


     The names of approximately 140 subsidiaries have been omitted. In the
aggregate these subsidiaries, after excluding approximately 80 foreign
subsidiaries whose immediate parents are listed above and that are involved in
fresh foods operations, do not constitute a significant subsidiary. The
consolidated financial statements include the accounts of the Company and
controlled majority-owned subsidiaries.

EX-23

                                                                      Exhibit 23

                         CONSENT OF INDEPENDENT AUDITORS

      We consent to the incorporation by reference in this Annual Report on Form
10-K of Chiquita Brands International, Inc. of our report dated February 11,
2003, except for Notes 3, 8 and 11 for which the date is March 28, 2003,
included in the 2002 Annual Report to Shareholders of Chiquita Brands
International, Inc.

      Our audits also included the financial statement schedules of Chiquita
Brands International, Inc. listed in Item 15(a). These schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, the financial statement schedules
referred to above, when considered in relation to the basic financial statements
taken as a whole, present fairly in all material respects the information set
forth therein.

      We also consent to the incorporation by reference in the following
Registration Statement and related prospectus of Chiquita Brands International,
Inc. of our report dated February 11, 2003, except for Notes 3, 8 and 11 for
which the date is March 28, 2003, with respect to the consolidated financial
statements of Chiquita Brands International, Inc. incorporated herein by
reference, and our report included in the preceding paragraph with respect to
the financial statement schedules included in the Annual Report on Form 10-K for
the year ended December 31, 2002.

                     Registration
      Form           No.                  Description
      ----           ------------         ------------------------------------

      S-8            333-88514            2002 Stock Option and Incentive Plan






/s/ Ernst & Young LLP
Cincinnati, Ohio
March 28, 2003

EX-24

                                                                      Exhibit 24

                                POWER OF ATTORNEY

       We, the undersigned officers and directors of Chiquita Brands
International, Inc. (the Company), hereby severally constitute and appoint
William A. Tsacalis and Robert W. Olson, and each of them singly, our true and
lawful attorneys and agents with full power to them and each of them to do any
and all acts and things in connection with the preparation and filing of the
Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the
Report) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name of the
Company and the names of the undersigned directors and officers in the
capacities indicated below the Report, any and all amendments and supplements
thereto and any and all other instruments and documents which said attorneys and
agents or any of them may deem necessary or advisable in connection therewith.



Signature                              Title                            Date
- ----------------------                 ---------                        ----------------
                                                                  
/s/ Cyrus F. Freidheim, Jr.            Chairman of the Board and        March 27, 2003
- --------------------------             Chief Executive Officer
(Cyrus F. Freidheim, Jr.)


/s/ Morten Arntzen                     Director                         March 20, 2003
- ------------------
(Morten Arntzen)


/s/ Jeffrey D. Benjamin                Director                         March 18, 2003
- -----------------------
(Jeffrey D. Benjamin)


/s/ Robert W. Fisher                   Director                         March 19, 2003
- --------------------
(Robert W. Fisher)


/s/ Roderick M. Hills                  Director                         March 26, 2003
- ---------------------
(Roderick M. Hills)






/s/ Durk I. Jager                      Director                March 18, 2003
- -----------------
(Durk I. Jager)


/s/ Jaime Serra                        Director                March 18, 2003
- ---------------
(Jaime Serra)


/s/ Steven P. Stanbrook                Director                March 13, 2003
- -----------------------
(Steven P. Stanbrook)

EX-99.1

                                                                    Exhibit 99.1

                             Quarterly Certification
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the
undersigned officers of Chiquita Brands International, Inc. (the "Company"),
does hereby certify, to such officer's knowledge, that:

The Annual Report on Form 10-K for the year ended December 31, 2002 of the
Company fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and information contained in the Form 10-K
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

Dated: March 28, 2003


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

Dated: March 28, 2003


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

A signed original of this written statement required by Section 906 has been
provided to Chiquita Brands International, Inc. and will be retained by Chiquita
and furnished to the Securities and Exchange Commission or its staff upon
request.