8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2014 (December 24, 2014)

_________________

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

_________________

New Jersey	1-1550	04-1923360
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

550 South Caldwell Street, Charlotte, North Carolina 28202

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (980) 636-5000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information and Background

As previously disclosed, on October 26, 2014, Chiquita Brands International, Inc., a New Jersey corporation (“Chiquita”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cavendish Global Limited, a private limited company incorporated under the laws of England and Wales (“Parent”), Cavendish Acquisition Corporation, a New Jersey corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and, solely for purposes of Article IX of the Merger Agreement, Burlingtown UK LTD, a company incorporated in England and Wales (“Burlingtown”) and Erichton Investments Ltd., a company incorporated in the British Virgin Islands (“Erichton” and, together with Merger Sub, Parent and Burlingtown, “Cutrale-Safra”), pursuant to which, among other things, Merger Sub will merge with and into Chiquita (the “Merger”), with Chiquita as the surviving corporation and a wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub commenced a tender offer (the “Offer”) on November 4, 2014 to acquire all the outstanding shares of common stock of Chiquita, par value $0.01 per share (the “Shares”), at a price of $14.50 per Share, net to the seller in cash, without interest and subject to any required withholding of taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2014 (the “Offer to Purchase”), and in the related Letter of Transmittal, each filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO dated November 4, 2014 (as amended or supplemented from time to time, the “Schedule TO”) filed by Merger Sub and Parent.

Subject to certain conditions and limitations, under the Merger Agreement, Chiquita has granted Merger Sub an option (the “Top-Up Option”) to purchase from Chiquita after the successful completion of the Offer enough additional Shares (the “Top-Up Shares”) so that Merger Sub will own more than 90% of the outstanding Shares, in order to facilitate the completion of the Merger through the “short-form” procedures available under New Jersey law. If Merger Sub does not own more than 90% of the outstanding Shares as of the time and date on which Merger Sub accepts validly tendered and not validly withdrawn Shares for payment, Merger Sub will be deemed to have exercised the Top-Up Option.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.

Item 1.01 Entry into a Material Definitive Agreement

Chiquita, certain of its subsidiaries as borrowers (the “Borrowers”), the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent for the lenders (the “Agent”), entered into a Consent to Credit Agreement dated as of December 24, 2014 (the “Consent”) to the Credit Agreement dated as of February 5, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Chiquita, the Borrowers, the lenders from time to time party thereto and the Agent, as administrative agent for the lenders party thereto.

Pursuant to the Consent, the Agent and the Required Lenders (as defined in the Credit Agreement) consented to, among other things, (i) the Change in Control (as defined in the Credit Agreement) resulting from Parent and its direct and indirect wholly-owned subsidiaries acquiring more than 50% of the combined voting equity interests of Chiquita as a result of the consummation of the Offer and the Merger (such that the occurrence of such Change in Control would not result in an event of default under the Credit Agreement during the Consent Period (as defined below)), in each case so long as the same are consummated not later than January 31, 2015, (ii) Chiquita’s acceptance of a promissory note as payment for the Top-Up Shares, to the extent issued not later than January 31, 2015, and (iii) Chiquita’s deferral of delivery of such promissory note to Agent. The consents described in the preceding sentence remain valid solely for the period commencing on December 24, 2014 and ending on February 28, 2015 (the “Consent Period”). Pursuant to the Consent, in consideration of the agreements of the Agent and the Required Lenders thereunder, the Borrowers have agreed that, notwithstanding anything to the contrary in the Credit Agreement, absent the prior written consent of the Agent and the Required Lenders to the contrary, the Borrowers may not request any revolving loans to be made or letters of credit to be issued under the Credit Agreement following the date of the Consent to the extent that, after the making of such revolving loans or the issuance of such letters of credit, as applicable, Excess Availability (as defined in the Credit Agreement) would not equal or exceed 12.5% of the Maximum Stated Revolver Amount (as defined in the Credit Agreement). The Borrowers and the Required Lenders have also agreed under the Consent that the conditions to effectiveness of the amendments to the Credit Agreement set forth in Section 3 of the Consent and Amendment No. 1 to the Credit Agreement dated as of March 10, 2014 (the “March Consent”) shall not be satisfied and that, from and after the date of the Consent, Sections 2 and 3 of the March Consent shall be of no further force and effect. A copy of the Consent is attached as Exhibit 10.01 to this report and is incorporated by reference herein.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Chiquita common stock is being made pursuant to the tender offer statement on Schedule TO, including the offer to purchase and other related materials, referenced below.

Important Additional Information Has Been Filed and Will Be Filed With The SEC

On November 4, 2014 an affiliate of Cutrale-Safra filed a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and other related tender offer documents, with the U.S. Securities and Exchange Commission (the “SEC”), and Chiquita filed a Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer. The Tender Offer Statement filed by an affiliate of Cutrale-Safra and the Solicitation/ Recommendation Statement filed by Chiquita have been mailed to shareholders of Chiquita. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE FORM OF LETTER OF TRANSMITTAL AND OTHER TENDER OFFER RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND ANY AMENDMENTS THERETO, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders are able to obtain free copies of the Tender Offer Statement, the Solicitation/Recommendation Statement and other documents filed with the SEC by Chiquita through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders are able to obtain free copies of the Tender Offer Statement, the Solicitation/Recommendation Statement and other documents filed with the SEC by Chiquita by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202 or from the Information Agent named in the tender offer materials.

Forward-Looking Statements

This communication contains certain “forward-looking statements” with respect to certain plans and objectives of Chiquita and Cutrale-Safra with respect to the proposed acquisition of Chiquita by Cutrale-Safra, the tender offer and the related Merger, including the timing of the completion of the tender offer and the Merger, under the Merger Agreement. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are several factors which could cause actual plans to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the risk that the acquisition of Chiquita and the tender offer and the Merger may not be consummated in a timely manner as a result of pending regulatory approvals. Neither Chiquita nor Cutrale-Safra assumes any obligation to update the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION
2.1	Agreement and Plan of Merger, dated as of October 26, 2014, by and among Chiquita, Parent, Merger Sub, Burlingtown and Erichton (incorporated by reference to Exhibit 2.1 to Chiquita’s Current Report on Form 8-K filed with the SEC on October 27, 2014)
10.1	Consent to Credit Agreement dated December 24, 2014

SIGNATURES

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

Date: December 31, 2014

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/ James E. Thompson
	James E. Thompson
	Executive Vice President, General Counsel
	and Secretary

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
2.1	Agreement and Plan of Merger, dated as of October 26, 2014, by and among Chiquita, Parent, Merger Sub, Burlingtown and Erichton (incorporated by reference to Exhibit 2.1 to Chiquita’s Current Report on Form 8-K filed with the SEC on October 27, 2014)
10.1	Consent to Credit Agreement dated December 24, 2014

EX-10.1

Exhibit 10.1

CONSENT TO CREDIT AGREEMENT

THIS CONSENT TO CREDIT AGREEMENT (this "Agreement") is entered into as of December 24, 2014, by and among the Lenders identified on the signature pages hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, "Agent"), CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation ("Parent"), CHIQUITA BRANDS L.L.C., a Delaware limited liability company ("Chiquita Brands"), CHIQUITA FRESH NORTH AMERICA L.L.C., a Delaware limited liability company ("Chiquita Fresh"), FRESH INTERNATIONAL CORP., a Delaware corporation ("Fresh International"), FRESH EXPRESS INCORPORATED, a Delaware corporation ("Fresh Express"), B C SYSTEMS, INC., a Delaware corporation ("BC Systems"), VERDELLI FARMS INC., a Pennsylvania corporation ("Verdelli"), TRANSFRESH CORPORATION, a Delaware corporation ("Transfresh"), CB CONTAINERS, INC., a Delaware corporation ("CB Containers"), and V.F. TRANSPORTATION, L.L.C., a Pennsylvania limited liability company ("VF Transportation"; together with Chiquita Brands, Chiquita Fresh, Fresh International, Fresh Express, BC Systems, Verdelli, Transfresh and CB Containers are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the "Borrowers").

WHEREAS, Parent, Borrowers, Agent, and Lenders are parties to that certain Credit Agreement dated as of February 5, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, Parent and Borrowers have informed Agent and the Lenders party hereto (which constitute Required Lenders) that Cavendish Global Limited, an England and Wales Company ("Cavendish Parent"), Cavendish Acquisition Corporation, a New Jersey corporation and a wholly owned direct Subsidiary of Cavendish US Corporation ("US Holdco") and wholly-owned indirect Subsidiary of Cavendish Parent ("Merger Sub"), Parent, and the guarantors party thereto have entered into that certain Agreement and Plan of Merger dated as of October 26, 2014 (the "Merger Agreement"), and that in connection therewith, Merger Sub has commenced a tender offer (the "Tender Offer") to purchase all of Parent's issued and outstanding shares of common stock at a price per share of $14.50;

WHEREAS, Parent and Borrowers have informed Agent that pursuant to Section 1.4 of the Merger Agreement, Parent has granted to Merger Sub an irrevocable option (the "Top-Up Option") to purchase (subject to the conditions set forth therein) additional shares of common stock of Parent such that (together with the shares acquired by Merger Sub pursuant to the Tender Offer) Merger Sub would own 90% of the total outstanding shares of common stock of Parent, and Merger Sub may acquire such additional shares of Parent from Parent by virtue of the delivery of a promissory note bearing interest at 5% per annum issued by Merger Sub (and guarantied by Cavendish Parent) in favor Parent in the principal amount of 100% of the purchase price of such additional shares of Parent to be acquired by Merger Sub pursuant to the exercise of the Top-Up Option (such promissory note, the "Top-Up Note");

WHEREAS, Parent and Borrowers have informed Agent that, following completion of the Tender Offer and, if applicable, the exercise of the Top-Up Option and issuance of the Top-Up Note such that Merger Sub had acquired at least 90% of the outstanding shares of common stock of Parent, Merger Sub would be merged with and into Parent (the "Merger"), with the Parent surviving the Merger and becoming a wholly-owned direct Subsidiary of US Holdco and wholly-owned indirect Subsidiary of Cavendish Parent and with the shares of common stock of Parent (other than shares held by Parent or owned directly or indirectly by Cavendish Parent) being converted into the right to receive the Merger Consideration (as defined in the Merger Agreement); and

WHEREAS, both the completion of the Tender Offer and the consummation of the Merger would constitute a Change in Control resulting in an Event of Default under Section 8.11 of the Credit Agreement, in each case absent the prior written consent of Required Lenders, and the Merger would be prohibited by Section 6.3(a) of the Credit Agreement absent the prior written consent of Required Lenders;

WHEREAS, the acceptance of the Top-Up Note by the Parent pursuant to the Top-Up Option would constitute an Investment by Parent that is not a Permitted Investment and accordingly would be prohibited by Section 6.9 of the Credit Agreement absent the prior written consent of Required Lenders; and

WHEREAS, Parent and Borrowers have requested that Required Lenders consent to the consummation of the Merger and the Change in Control resulting from Parent becoming a wholly-owned direct Subsidiary of US Holdco and wholly-owned indirect Subsidiary of Cavendish Parent;

WHEREAS, Parent and Borrowers have requested that Required Lenders consent to the Investment by Parent resulting from the acceptance of the Top-Up Note and the deferral of the requirement for Parent to deliver the Top-Up Note to Agent pursuant to Section 7(a) of the Guaranty and Security Agreement;

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

1.          Defined Terms. Unless otherwise defined herein, capitalized terms used herein (including in the recitals above) shall have the meanings ascribed to such terms in the Credit Agreement.

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2.          Consent; Conditions to Subsequent Revolver Usage. Subject to the satisfaction of the conditions set forth in Section 5 below, Agent and Required Lenders hereby consent to (i) the consummation of the Tender Offer and, if applicable, exercise of the Top-Up Option and the Change in Control resulting from Cavendish Parent and its direct and indirect wholly-owned Subsidiaries, including Merger Sub acquiring directly or indirectly more than 50% of the combined voting Equity Interests of Parent as a result of the consummation thereof, in each case in accordance with the terms of the Merger Agreement (such that, for the avoidance of doubt, the occurrence of such Change in Control would not result in an Event of Default under Section 8.11 of the Credit Agreement during the Consent Period (as defined below)) and in each case so long as the same are consummated not later than January 31, 2015, (ii) the consummation of the Merger in accordance with the terms of the Merger Agreement (and/or a plan of merger consistent with the terms thereof approved following the steps described above) notwithstanding the provisions of Section 6.3(a) of the Credit Agreement to the contrary, and the Change in Control resulting from Cavendish Parent and Cavendish Holding SA (Cavendish Holding Ltd) acquiring indirectly and US Holdco acquiring directly more than 50% of the combined voting Equity Interests of Parent as a result of the consummation thereof (such that, for the avoidance of doubt, the occurrence of such Change in Control would not result in an Event of Default under Section 8.11 of the Credit Agreement during the Consent Period (as defined below)) to the extent consummated not later than January 31, 2015, (iii) the acceptance of the Top-Up Note by Parent in exchange for the Top-Up Shares in accordance with the Merger Agreement notwithstanding the provisions of Section 6.9 of the Credit Agreement to the contrary, to the extent issued not later than January 31, 2015, and (iv) the deferral of delivery of the Top-Up Note by Parent to Agent pursuant to Section 7(a) to the date that is forty-five (45) days following the date of the issuance of the Top-Up Note (such that Parent shall not be in breach of Section 7(a) of the Guaranty and Security Agreement for failure to deliver the Top-Up Note to Parent in accordance with such Section 7(a) of the Guaranty and Security Agreement so long as the Top-Up Note, if it is still outstanding, is delivered to Agent pursuant to such Section 7(a) of the Guaranty and Security Agreement within forty-five (45) days following the date of the issuance thereof). The parties hereto agree that the consents set forth above shall be valid solely for the period commencing on the date of this Agreement and ending on February 28, 2015 (the "Consent Period"), it being understood and agreed that if the Credit Agreement remains outstanding on the first day after the end of the Consent Period, any action, circumstance or event that occurred during the Consent Period that, but for this Agreement, would have resulted in a Default or Event of Default under the Credit Agreement will be deemed to have resulted in a Default or Event of Default, as the case may be, as of such first day after the end of the Consent Period. Subject to the satisfaction of the conditions set forth in Section 5 below, Agent and Required Lenders hereby also consent to the reduction of the required period of advance prior written notice to Agent to terminate the Credit Agreement and the Commitments thereunder by repaying to Agent all of the Obligations in full from 10 Business Days prior written notice to 3 Business Days prior written notice. In consideration of the agreements of Agent and Required Lenders set forth above, the Borrowers hereby agree, notwithstanding anything to the contrary in the Credit Agreement, that absent the prior written consent of Agent and Required Lenders to the contrary, Borrowers may not request (and Lenders shall not be required to make, and Issuing Bank shall not be required to issue, as applicable) any Revolving Loans to be made or Letters of Credit to be issued under the Credit Agreement following the date hereof to the extent that, after the making of such Revolving Loans or the issuance of such Letters of Credit, as applicable, Excess Availability would not equal or exceed 12.5% of the Maximum Stated Revolver Amount. The consent contained in this Section 2 is a limited consent and (a) shall only be relied upon and used for the specific purpose set forth herein, (b) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (i) any Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) or (ii) any term or condition of the Loan Documents, (c) shall not constitute nor be deemed to constitute a consent by the Agent or any Lender to anything other than the specific purpose set forth herein and (d) shall not constitute a custom or course of dealing among the parties hereto.

3.          Consent and Amendment No. 1. Reference is made to that certain Consent and Amendment No. 1 to Credit Agreement dated as of March 10, 2014 (the "March Consent and Amendment"). Borrower and Required Lenders hereby agree that the conditions to the effectiveness of the amendments to the Credit Agreement set forth in Section 3 of the March Consent and Amendment shall not be satisfied, and that from and after the date hereof Sections 2 and 3 of the March Consent and Amendment shall be of no further force and effect.

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4.          Continuing Effect; Reaffirmation and Continuation. Except as expressly set forth in Sections 2 and 3 of this Agreement, nothing in this Agreement shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby. Parent and each Borrower hereby ratifies, affirms, acknowledges and agrees that as of the date hereof the Credit Agreement and the other Loan Documents represent the valid, enforceable and collectible obligations of Parent and Borrowers, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Parent and each Borrower hereby agrees that this Agreement in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by Parent and each Borrower in all respects.

5.          Conditions to Effectiveness. This Agreement shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent:

(a)          Agent shall have received a copy of this Agreement in form and substance acceptable to Agent executed by Parent, Borrowers, Agent and Required Lenders; and

(b)          No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Agreement.

6.           Representations and Warranties. In order to induce Agent and Required Lenders to enter into this Agreement, Parent and Borrowers hereby jointly and severally represent and warrant to Agent and Lenders that:

(a)          All representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Agreement, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);

(b)          No Default or Event of Default has occurred and is continuing on the date of this Agreement;

(c)          As of the date hereof, Parent has delivered to Agent a true, complete and correct copy of the Merger Agreement, and the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary action on the part of Parent and its Subsidiaries (other than acceptance of the Tender Offer by the requisite holders of the Equity Interests of Parent and actions of approval which, by their terms, must occur following consummation of the Tender Offer and, if applicable, exercise of the Top-Up Option) and, to the knowledge of Parent and Borrowers, on the part of each other party thereto; and

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(d)          This Agreement, and the Credit Agreement as modified hereby, constitute legal, valid and binding obligations of Parent and each Borrower and are enforceable against Parent and each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

7.           Release.

(a)          In consideration of the agreements of Agent and Required Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Parent and each Borrower, on behalf of itself and its successors, assigns, and other legal representatives (Parent, Borrowers, and all such other Persons being hereinafter referred to collectively as the "Releasors" and individually as a "Releasor"), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

(b)          Each of Parent and each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)          Each of Parent and each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

8.           Miscellaneous.

(a)          Expenses. Parent and Borrowers jointly and severally agree to pay on demand all Lender Group Expenses of Agent (including, without limitation, the reasonable fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Agreement and the Credit Agreement as modified hereby.

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(b)          Governing Law. This Amendment shall be a contract made under and governed by the internal laws of the State of Illinois. The choice of law and venue, and jury trial waiver provisions set forth in Section 12 of the Credit Agreement are incorporated herein by reference and shall apply in all respects to this Agreement.

(c)          Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Agreement.

(d)          Loan Document. The parties hereto acknowledge and agree that this Agreement is a Loan Document.

[signature pages follow] 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

PARENT:	CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation
	By:	/s/ Joseph B. Johnson
	Name: Joseph B. Johnson
	Title: Vice President, Chief Accounting Officer and Treasurer

BORROWERS:	CHIQUITA BRANDS L.L.C., a Delaware limited liability company
	By:	/s/ Joseph B. Johnson
	Name: Joseph B. Johnson
	Title: Vice President, Chief Accounting Officer and Treasurer

CHIQUITA FRESH NORTH AMERICA L.L.C., a Delaware limited liability company
By:	/s/ Joseph B. Johnson
Name: Joseph. B. Johnson
Title: Vice President, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

FRESH INTERNATIONAL CORP., a Delaware corporation
By:	/s/ Joseph B. Johnson
Name: Joseph B. Johnson
Title: Vice President, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

FRESH EXPRESS INCORPORATED, a Delaware corporation
By:	/s/ Joseph B. Johnson
Name: Joseph B. Johnson
Title: Vice President, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

B C SYSTEMS, INC., a Delaware corporation
By:	/s/ Joseph B. Johnson
Name: Joseph B. Johnson
Title: Vice President, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

VERDELLI FARMS INC., a Pennsylvania corporation
By:	/s/ Joseph B. Johnson
Name: Joseph B. Johnson
Title: Vice President, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

CB CONTAINERS, INC., a Delaware corporation
By:	/s/ Joseph B. Johnson
Name: Joseph B. Johnson
Title: Vice President, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

V.F. TRANSPORTATION, LLC, a Pennsylvania limited liability company
By: VERDELLI FARMS INC., a Pennsylvania corporation, its sole Manager
By:	/s/ Joseph B. Johnson
Name: Joseph B. Johnson
Title: Vice President, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

TRANSFRESH CORPORATION, a Delaware corporation
By:	/s/ Joseph B. Johnson
Name: Joseph B. Johnson
Title: Vice President, Chief Accounting Officer and Treasurer of Chiquita Brands International, Inc. and Chiquita Brands L.L.C. (a Parent Authorized Officer)

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Agent and as a Lender
By:	/s/ Laura Nickas
Name: Laura Nickas
Title: Authorized Signatory

BANK OF AMERICA, N.A., as a Lender
By:	/s/ John Olsen
Name:  John Olsen
Its:       Senior Vice President