10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

for the Fiscal Year Ended December 31, 2003

or

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

for the Transition Period from                      to                     

Commission File Number 1-1550

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey	04-1923360
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
250 East Fifth Street, Cincinnati, Ohio	45202
(Address of Principal Executive Offices)	(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	New York
Warrants to Subscribe for Common Stock	New York
10.56% Senior Notes due March 15, 2009	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 ¨

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 ¨

The aggregate market value of Common Stock held by non-affiliates at June 30, 2003, the last business day of the registrant’s most recently completed second quarter, was approximately $575 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 ¨

As of March 1, 2004, 40,563,934 shares of Common Stock were outstanding.

Documents Incorporated by Reference

Portions of the Chiquita Brands International, Inc. 2003 Annual Report to Shareholders are incorporated by reference in Parts I and II. Portions of the Proxy Statement for the 2004 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	13
	Item 8.	Financial Statements and Supplementary Data	14
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
	Item 9A.	Controls and Procedures	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.	Principal Accountant Fees and Services	16
Part IV
	Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	17
	Signatures		18

This Annual Report on Form 10-K contains certain information that may be deemed to be statements that are “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 enlargement of the EU in 2004 and the anticipated conversion to a tariff-only regime not later than 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; risks inherent in operating in foreign countries, including government regulation, currency restrictions and other restraints, burdensome taxes, risks of expropriation, threats to employees, political instability and terrorist activities, including extortion, and risks of action by U.S. and foreign governmental entities in relation to the Company; and other market and competitive conditions. See Risks of International Operations for further information.

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 as a leading international marketer, producer and distributor of bananas and other fresh produce sold under the “Chiquita” and other brand names. The Company also distributes and markets fresh-cut fruit and other branded, value-added fruit products.

During 2003, the Company completed the acquisition of a German distributor of fresh produce, Atlanta AG (“Atlanta”), which was the Company’s largest customer in Europe and in which Chiquita already held a substantial investment (see Note 7 to the Consolidated Financial Statements in Exhibit 13). Chiquita’s operations in the other fresh produce business increased substantially with the acquisition of Atlanta, which has annual sales of approximately $1.2 billion, of which approximately $900 million is non-banana fresh produce.

Also during 2003, the Company sold its vegetable canning business, Chiquita Processed Foods (“CPF”). CPF had accounted for more than 90% of the net sales of the Company’s processed foods business. Remaining processed foods operations consist of processed fruit ingredient products, which are produced in Latin America and sold elsewhere, and other consumer products.

As a result of the acquisition of Atlanta and the sale of CPF, the Company’s internal reporting of the results of its business units changed, and the Company now has the following reportable segments: Bananas and Other Fresh Produce.

In March 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 and 95.5% (38.2 million shares) of newly issued common stock (“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 in March 2002, the majority of the Company’s stockholders were former holders of its debt securities, and the equity ownership of its former shareholders had been substantially diluted.

The Company has further reduced debt from $654 million in March 2002 upon emergence from Chapter 11, which includes debt of discontinued operations such as CPF, to $395 million at December 31, 2003. The reduction in debt resulted primarily from the sales of assets. Between March 2002 and December 2003, the Company sold assets for proceeds totaling approximately $370 million, including $85 million in debt assumed by buyers, including the following:

• CPF, the Company’s vegetable canning division, to Seneca Foods Corporation for $110 million of cash, 968,000 shares of Seneca convertible preferred stock, and $61 million of debt assumed by Seneca at the date of sale;

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• the Castellini group of companies, 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; and

• five ships used in the banana business for $54 million.

For further description of factors affecting Chiquita’s results of operations, including results by business segment, liquidity, and financial condition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15 to the Consolidated Financial Statements included in Exhibit 13. Factors that may cause fluctuations in operating results are also discussed below.

No individual customer has accounted for more than 10% of the Company’s net sales during any of the last three years.

Banana Segment

The Company sources, distributes and markets bananas sold under the “Chiquita” and other brand names. Banana sales amounted to approximately 60% of the Company’s consolidated net sales in 2003. In 2002 and 2001, prior to the acquisition of Atlanta, banana sales amounted to approximately 85% of consolidated net sales. In 2003, approximately two-thirds of banana sales were in Europe and other international markets, and the remainder were in North America. The Company also has operations in the Middle East and Far East, mostly through a joint venture, which sources its bananas from the Philippines.

Chiquita believes it derives competitive benefits in the sourcing, distribution and marketing of bananas from its:

• powerful brand;

• superior customer service and category management;

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

• social and environmental responsibility;

• 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 competitively provide customers with premium quality bananas on a consistent basis.

Distribution and Marketing. Chiquita sells and distributes bananas in North America, Europe, the Middle East and the Far East. The Company has regional sales organizations to service major retail customers and wholesalers. In most cases, especially in Europe, these organizations provide services in both bananas and other fresh produce. In North America, a significant number of the Company’s retail customers are large chain stores with which Chiquita enters into one to three-year product and service contracts with agreed-upon pricing which may fluctuate seasonally. An advantage of these contracts is

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that the Company can sell bananas at fixed prices even when there is an oversupply of bananas and spot prices are lower. A disadvantage is that the Company cannot pass on unexpected cost increases when they arise.

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.

The Company’s operating subsidiary, Chiquita Brands L.L.C., formerly known as Chiquita Brands, Inc. (“CBI”), owns the “Chiquita” trademark and most of the Company’s other trademarks, which are registered around the world. Approximately 85% of the bananas sold by the Company during 2003 were sold under the “Chiquita” or “Chiquita Jr.” brand name.

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 as discussed below, Chiquita generally obtains a premium price for its bananas sold in Europe and, to a lesser extent, North America.

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. Due to their highly perishable nature, bananas must be brought to market and sold generally within 30 to 40 days after harvest. Chiquita’s sourcing and logistics operations are described below. Chiquita sells approximately one-fourth of all bananas imported into North America and Europe, its principal markets. The joint venture through which the Company operates in the Far East market sells approximately 10% of bananas imported into Japan.

In Europe, the Company’s core markets are the current countries of the European Union (Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Sweden and United Kingdom) plus Norway and Switzerland. Established retail customers make up most of the Company’s customer base in these countries. The Company also sells bananas in other countries in the region, including the Czech Republic, Poland, Slovak Republic, Hungary and Russia. While an increasing 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.

Bananas, which are harvested while still green, are one of the few fruits that ripen best after they are harvested. To control quality, bananas are normally ripened under controlled conditions. 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. The Company has developed a 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 lower required investment. For a number of major retailers, the Company acts as a technical advisor or operates the customers’ own ripening facilities. Chiquita also provides retail marketing support services for bananas to its customers. Such ripening and advisory services help the Company develop long-term supply relationships with customers.

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The selling price received for bananas depends on several factors, including their availability and quality in relation to competing produce items. Although the supply and production 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 banana segment results are typically stronger during the first half of the year.

Sourcing. Bananas grow in tropical climates where the temperature generally does not fall below 50 degrees Fahrenheit. A healthy banana plant can produce fruit for harvest approximately every seven months. Harvested bananas are washed, cut into clusters and packed into 40-pound boxes. The boxes of bananas are placed on pallets and loaded into containers.

The production of bananas is vulnerable to (i) adverse weather conditions, including windstorms, floods, drought and temperature extremes, (ii) natural disasters, such as earthquakes, (iii) crop disease, such as the leaf fungus black sigatoka, and (iv) pests. The damage caused depends on the stage of fruit production at the time of the event. These circumstances are largely unpredictable and may vary significantly in severity and effect. In 1998, the Company’s farms in Honduras were destroyed and farms in Guatemala were damaged by widespread flooding caused by Hurricane Mitch. The Company spent $94 million in capital expenditures to rehabilitate the Honduran and Guatemalan operations. At times during the history of the banana industry, crop diseases have caused the industry to replant entire areas and to change plant varieties, all at considerable costs in both capital investment and temporary lack of available supply. If banana plantings are destroyed, approximately nine months are required from replanting to first harvest.

Weather, disease and natural disasters may result in lower volume of bananas available for sale but, if the conditions are widespread in the industry, they may also restrict supplies and lead to an increase in spot market prices at which bananas can be sold. This increase in spot market prices, however, would generally not impact customers that have fixed contract prices. In most cases, these occurrences result in increased costs to the Company, such as use of additional chemicals or other agricultural techniques to limit crop damage from disease or, in the case of flooding, repairs to infrastructure and, if necessary, total replanting. Incremental costs may also be incurred if the Company needs to find alternate short-term supplies of bananas from other growers in order to meet its obligations to long-term customers.

In addition, production may be affected by political changes in countries where bananas 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. During 2003, 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, including Panama, Colombia, Honduras, and Ecuador.

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Labor costs in the tropics for the Company’s owned production of bananas represent approximately 5% of the Company’s total operating costs. These costs vary depending on the country of origin. To a lesser extent, paper costs are important since bananas are packed in cardboard boxes for shipment.

In 2003, approximately 40% of the bananas sourced by Chiquita were produced by subsidiaries, and the remainder were purchased from independent growers under short and long-term fruit supply contracts 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 investment spending associated with the capital requirements, maintenance and financing of additional banana farms. Typically these banana purchase agreements have multi-year terms, in some cases as long as 15 years. However, the applicable prices under some of these agreements are renegotiated annually or every other year and, if a new purchase price cannot be agreed, the contract will terminate. In 2003, no single supplier provided 10% or more of Chiquita’s bananas. Although there is no standard form of banana purchase contract, most of these long-term agreements include provisions relating to agricultural practices, packing and fruit handling, environmental practices, food safety, social responsibility standards, penalties payable by Chiquita for fruit that is not exported, penalties payable by the grower for shortages, and provisions common to contracts for the international sale of goods. Normally, the prices paid to suppliers under the contracts are higher in the high season (January to June). Under some fruit supply arrangements, Chiquita provides technical assistance to the suppliers related to production and packing of bananas for shipment.

For many years, the Company’s Armuelles, Panama banana production division had experienced quality problems, labor disruptions and high costs compared to other divisions, primarily as a result of various labor issues. In June 2003, the Company sold the assets of its Armuelles division for $20 million to a worker cooperative led by members of the Armuelles banana workers’ union. In connection with this transaction, the cooperative signed a 10-year contract to supply Chiquita with fruit at market prices. Sales proceeds included $15 million in cash financed by a Panamanian bank and a $5 million note receivable from the worker cooperative. This note is to be repaid to the Company through an agreed-upon discount to the price per box paid by the Company for fruit purchased during the first half of the contract. As part of the transaction, Chiquita also paid $20 million in workers’ severance and certain other liabilities of the Armuelles division, which were previously accrued.

In January 2004, the Company confirmed it is having discussions regarding the potential sale of its banana-producing and port operations in Colombia to Invesmar Ltd., the holding company of C.I. Banacol S.A., a Colombian-based producer and exporter of bananas. The discussions also involve a potential long-term agreement for Chiquita’s purchase of Colombian bananas. There can be no assurance that these discussions will lead to an agreement or a transaction. Chiquita currently produces approximately 11 million boxes of bananas in Colombia, which represents about 10 percent of its volume sourced from Latin America.

Beginning in the early 1990s, the Company invested significant capital to improve its production and logistics efficiency and environmental performance. Since 1991, the Company has undertaken a significant effort to achieve certification under the standards of the Rainforest Alliance, an independent non-governmental organization. This independent certification program for banana producers is aimed at improving and managing environmental impact and improving conditions for workers. All of Chiquita’s owned banana farms in Latin America have achieved certification under this program for the past three years. The Company is also working with its third-party suppliers to achieve compliance with these standards and, as of December 2003, 73% of the independent grower hectares that supply Chiquita had achieved this certification. 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 coordinated by the Rainforest Alliance.

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Similarly, Chiquita is working toward certification of its owned banana farms in Latin America to the 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, and Chiquita’s operations in Bocas, Panama and Colombia received this certification in late 2003. In each case, Chiquita was the first major agricultural operator in these countries to do so. More details about the Rainforest Alliance, SA8000, and the Company’s performance in meeting high social and environmental standards are available in Chiquita’s 2002 Corporate Responsibility Report and updates, available on the Company’s website at www.chiquita.com.

Logistics. Bananas distributed internationally are transported primarily by refrigerated, ocean-going vessels. Chiquita ships its bananas in vessels owned or chartered by the Company. These ships are highly specialized, in both size and technology, for international trade in bananas and other refrigerated produce items. All but one of the Company’s owned vessels are equipped with controlled atmosphere technology, which improves product quality and facilitates the ripening process for containerized shipments. Chiquita owns or controls approximately 65% of its aggregate shipping capacity. Its remaining capacity is operated under contractual arrangements having terms of one to two years. (See also ITEM 2 - PROPERTIES and Notes 5 and 6 to the Consolidated Financial Statements included in Exhibit 13.) From time to time, the Company has experienced interruptions in its shipping, for reasons such as mechanical breakdown or damage to a ship, strikes at ports, and port damage due to weather. Although the Company believes it carries adequate insurance and would attempt to transport products by alternative means in the event of an interruption, an extended interruption could have a material adverse effect on the Company.

Chiquita’s logistics costs were $270 million in 2003, $255 million in 2002, and $250 million in 2001. Fuel oil is an important variable component of these costs, and 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 ocean transportation costs, the Company transports third-party cargo, primarily from North America and Europe, to Latin America.

Most of Chiquita’s tropical banana shipments into the North American and core European markets are delivered using containers or pallets. To the extent possible, once the bananas are loaded into containers, they remain in the same containers for transportation from the port of loading through ocean transport, port of arrival, unloading and delivery to customers. This minimizes damage to the bananas by eliminating the need to handle individual boxes.

Chiquita operates loading and unloading facilities which it owns or leases in Central and South America and various ports of destination in Europe and North America. To transport bananas overland to ports in Central and South America and from the ports of destination to the customers, the Company uses common carriers. The Company also uses rail distribution in Panama. Title to the bananas passes to the customer upon delivery, which is either at the port of destination or the customer’s inland facilities.

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Other Fresh Produce Segment

The Company distributes and markets an extensive line of fresh fruits and vegetables other than bananas in Europe, North America, and the Far East. Substantially all of the Far East operations are conducted through a joint venture. On an annual basis, sales of the other fresh produce segment are approximately $1.2 billion, 80% of which are in Europe. The Company’s other fresh produce sales increased substantially with the acquisition of Atlanta in March 2003 (see Note 7 to the Consolidated Financial Statements in Exhibit 13). Atlanta purchases over 150 different types of fresh produce from growers around the world. Atlanta customers are primarily in Germany and Austria. To a lesser extent, the Company distributes other fresh produce throughout the rest of continental Europe and in North America.

Sourcing commitments with growers are generally for one year or less. However, the Company sources with many of the same growers year after year and, in some cases, may provide financial assistance to certain growers. The Company is not heavily dependent on any single grower.

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.

The Company has regional sales organizations to service major retail customers and wholesalers, and a significant number of the Company’s retail customers are large organizations with multiple stores. 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 certain types of seasonal produce in both the northern and southern hemispheres in order to increase availability throughout the year.

In North America, nearly all fresh produce sold carries the “Chiquita” label. Outside of North America, the Company is only beginning to use the “Chiquita” brand for its other fresh products. Chiquita continues to explore opportunities to expand into other fruit-based product lines where the Company believes it can add value with the “Chiquita” brand name.

The Company’s shipping infrastructure for its banana operations in Central and South America provides synergies for other fresh produce sourced from the region; otherwise, the Company uses common carriers.

Fresh-cut Fruit Operations

The other fresh produce segment also includes Chiquita’s new fresh-cut fruit operations. The Company’s first fresh-cut fruit processing plant, in a leased facility near Chicago, began operating in the fourth quarter of 2003, and the Company incurred $8 million of capital expenditures to set up the facility. This facility cuts and packages fresh fruit for retail customers in the midwestern United States. Chiquita’s initial product line consists of various combinations of watermelon, pineapple, cantaloupe, honeydew, strawberries and grapes in sealed packages, in a variety of sizes, from single serving to party trays, using a technology to promote shelf life. The Company plans to eventually operate this business throughout the United States.

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RISKS OF INTERNATIONAL OPERATIONS

The Company conducts operations in many foreign countries. Information about the Company’s operations by geographic area is in Note 15 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. 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 will lead to an increase in the EU’s banana tariff rate quota volume and the issuance of additional banana import licenses. In March 2004, the European Commission published regulations governing the allocation of the new licenses and stated that the allocation will be consistent with the 2001 agreement. However, the Commission did not announce the size of the quota increase and may not do so before April 2004. At this stage, management cannot predict the number or share of new licenses it will receive or the impact that the EU’s decisions on enlargement will have on prices and other market conditions for the sale of bananas in the EU, and there can be no assurance that the 2004 enlargement will not have a material 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 no later than 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. In February 2004, the Commission informally indicated its intention to seek implementation of a tariff-only system prior to 2006. Accordingly, there can be no assurance that the tariff rate quota system will remain unchanged through 2005, that a tariff-only system will not be implemented until after 2005 or that, if implemented, the tariff levels established will not be materially adverse to marketers of Latin American bananas, such as the Company.

The Company has international operations in many foreign countries, including those in Central and South America, the Philippines and La Côte d’Ivoire. The Company must continually evaluate the risks in these countries, including Colombia, where an unstable environment has made it increasingly difficult to do business. The Company’s activities are subject to risks inherent in operating in these countries, including government regulation, currency restrictions and other restraints, burdensome taxes, risks of expropriation, threats to employees, political instability and terrorist activities, including extortion, and

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risks of action by U.S. and foreign governmental entities in relation to the Company. Should such circumstances occur, the Company might need to curtail, cease or alter its activities in a particular region or country. Chiquita’s ability to deal with these issues may be affected by applicable U.S. laws. The Company is currently dealing with one such issue, which it has brought to the attention of the appropriate U.S. authorities who are reviewing the matter. Management currently believes that the matter can be resolved in a manner that is not material to the Company, although there can be no assurance in this regard.

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 the land for its Bocas, Panama division on the Caribbean coast, from the Republic of Panama. The lease has an initial term of 20 years expiring at the end of 2017, with consecutive 12-year extension periods. The lease can be cancelled by Chiquita at any time on three years’ prior notice; the Republic of Panama has the right not to renew the lease at the end of the initial term or any extension period, provided that it gives four years’ prior notice.

The Company’s worldwide operations and products are subject to numerous governmental regulations and inspections by environmental, food safety, health and customs authorities, including those relating to the use and disposal of agrichemicals, the documentation of food shipments and the traceability of food products. 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 sale of food products for human consumption involves risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties, bioterrorism, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents or residues introduced during the growing, storage, handling or transportation phases. While the Company is subject to governmental inspection and regulations and believes its facilities and operations, as well as those of third party growers, comply in all material respects with all applicable laws and regulations, the Company cannot be sure that consumption of its products will not cause a health-related illness in the future or that it will not be subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that the Company’s products caused illness or injury could adversely affect its reputation with existing and potential customers and its corporate and brand image. The Company maintains product liability insurance in an amount which it believes to be adequate; however, the Company cannot be sure that it will not incur claims or liabilities of this sort which exceed the levels of its insurance coverage, or which are not covered by its insurance or by any rights of indemnity or contribution that it may have against others.

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. Most importantly, the Company is subject to currency exchange rate risk on the euro because its euro-denominated revenues are significant, but many of the expenses related to these revenues are based on the U.S. dollar. 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 the Company’s financial results. For several years until and including 2001, operating results were adversely affected by the continued weakness of major European currencies against the U.S. dollar. In 2002 and 2003, the Company’s operating results benefited from a stronger euro.

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For information with respect to currency exchange, see Notes 1 and 9 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 24,000 employees. Approximately 20,000 of these employees work in Central and South America, including 14,000 workers covered by 26 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 2004. 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 Securities and Exchange Commission (“SEC”). To access these documents on the website, please click on “Investors” and “SEC Filings.” The Company’s corporate governance policies, board committee charters and Code of Conduct and Supplement are also available on the website listed above, free of charge, by clicking on “Investors” and “Governance.” A copy of any of these documents will be provided to any shareholder upon request to the Corporate Secretary, Chiquita Brands International, Inc., 250 East Fifth St., Cincinnati, Ohio, 45202 or by calling (513) 784-8100. The documents available on the website are not incorporated by reference into this report.

ITEM 2 - PROPERTIES

The Company owns approximately 60,000 acres and leases approximately 15,000 acres of improved land, principally in Costa Rica, Colombia, Honduras, Panama and Guatemala. This land is primarily used for the cultivation of bananas and support activities. The Company also owns warehouses, power plants, packing stations, irrigation systems and loading and unloading facilities used in connection with its operations.

The Company owns or controls under long-term bareboat charters eight conventional refrigerated vessels and four refrigerated container vessels. The Company also has seven conventional refrigerated vessels under time charters. 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. In addition, when necessary, the Company enters into spot charters and freight contracts to supplement its transportation resources. 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. The Company’s fleet 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. See Note 10 to the Consolidated Financial Statements in Exhibit 13 for further description of indebtedness secured by the Company’s ships. Chiquita also owns or leases other related equipment, including refrigerated container units, used to transport fresh produce.

The Company leases the space for its headquarters in Cincinnati, Ohio. The Company’s subsidiaries own and lease warehouses, ripening facilities, office space and other properties in connection with their operations, principally in Europe and the United States.

10

CBI owns directly or indirectly substantially all the business operations and assets of the Company. Substantially all U.S. assets of CBI and its U.S. subsidiaries (other than those subsidiaries with their own credit facilities) are pledged to secure CBI’s 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. See Note 10 to the Consolidated Financial Statements for further description of the CBI credit facility.

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 above, and Notes 5 and 6 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 17 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, 21 state court cases have been settled and 27 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 U.S. 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 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.

11

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, and the Court of First Instance held a hearing in February 2004. 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 was cancelled and the Company issued new common stock (the “Common Stock”). As of March 1, 2004, there were 1,414 common shareholders of record. Information concerning restrictions on the Company’s ability to declare and pay dividends on the Common Stock and price information for the Company’s old common stock and new Common Stock, are contained in Notes 10 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. All of these securities are listed for trading on the New York Stock Exchange.

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

Neither Chiquita nor any affiliated purchasers repurchased any Chiquita equity securities during 2003.

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.

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 – Financial Instruments” included in Exhibit 13 and is incorporated herein by reference.

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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.

ITEM 9A - 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.

14

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Except for the information relating to the Company’s executive officers below, the information required by this Item 10 is incorporated herein by reference from the applicable information set forth in “ Election of Directors,” “Information About the Board of Directors” and “Security Ownership of Directors and Executive Officers – Section 16(a) Beneficial Ownership Reporting Compliance” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2004 Annual Meeting of Shareholders.

Executive Officers of the Registrant

Fernando Aguirre (age 46) – Mr. Aguirre has been Chiquita’s President, Chief Executive Officer and a director since January 2004. From July 2002 to January 2004 he served as President, Special Projects for The Procter & Gamble Company (“P&G”), a manufacturer and distributor of consumer products, and from July 2000 to June 2002 he was President of the Global Feminine Care business unit of P&G. From July 1999 to June 2000 he was Vice President of P&G’s Global Snacks and U.S. Food Products business units, and from January 1996 to June 1999 he was President of P&G Mexico, Vice President of Laundry & Cleaning Products, Latin America and Regional Vice President, Latin America, North. Prior to that, Mr. Aguirre had served P&G in various capacities since 1980.

Jill M. Albrinck (age 39) – Ms. Albrinck has been Senior Vice President, Strategy and New Business of the Company since January 2003 and was the Company’s Vice President, Strategy and Business Development from July 2002 to January 2003. From June 2001 to June 2002 she was an independent consultant. Prior to June 2001, Ms. Albrinck spent 10 years with the management and technology consulting firm Booz Allen Hamilton Inc., including as a Vice President and partner of the firm from October 1999 until June 2001, and as a principal from prior to March 1999 until October 1999.

Robert F. Kistinger (age 51) – 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. He has served the Company in various capacities since 1980.

Barry H. Morris (age 50) – 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.

Robert W. Olson (age 58) – 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 52) – Mr. Riley has been Senior Vice President and Chief Financial Officer of the Company since January 2001. From May 1999 until his appointment, he was Senior Vice President and Chief Financial Officer of Elliott Company, a global manufacturer of turbomachinery. From October 1998 to April 1999, he was a principal of James Burns Riley & Associates, a consulting firm. Prior to October 1998, Mr. Riley was Executive Vice President and Chief Financial Officer of Republic Engineered Steels, Inc., a steel manufacturer.

15

William A. Tsacalis (age 60) – Mr. Tsacalis has been Chief Accounting Officer of the Company since March 2003 and also has been Vice President and Controller since 1987. He has served the Company in various capacities since 1980.

Jeffrey M. Zalla (age 38) – Mr. Zalla has been Vice President, Treasurer and Corporate Responsibility Officer of the Company since April 2003. He served the Company as Corporate Responsibility Officer and Vice President, Corporate Communications from September 2001 to April 2003 and as Vice President and Corporate Responsibility Officer from October 2000 to September 2001. 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.

Waheed Zaman (age 43) – Mr. Zaman has been Vice President and Chief Information Officer of the Company since February 2004. He was Associate Director of P&G’s global business services from May 2001 to February 2004. From July 1998 to May 2001 he was Associate Director, Corporate IT at P&G, but was on special assignment as Associate Director, IT North America Market Development Organization from January to September 2000. Prior to that, Mr. Zaman had served P&G in various information technology capacities since 1988.

ITEM 11 - EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated herein by reference from the applicable information set forth in “Compensation of Executive Officers” and “Information about the Board of Directors – Compensation of Directors” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2004 Annual Meeting of Shareholders.

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

The information required by this Item 12 is incorporated herein by reference from the applicable information set forth in “Security Ownership of Chiquita’s Principal Shareholders,” “Security Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2004 Annual Meeting of Shareholders.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item 13 is incorporated herein by reference from the applicable information set forth in “Other Information – Certain Transactions” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2004 Annual Meeting of Shareholders.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated herein by reference from the applicable information set forth in “Other Information – Chiquita’s Independent Auditors” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2004 Annual Meeting of Shareholders.

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	16
Consolidated Statement of Income for the year ended 2003, nine months ended December 31, 2002, the three months ended March 31, 2002, and the year ended 2001	17
Consolidated Balance Sheet at December 31, 2003 and 2002	19
Consolidated Statement of Shareholders’ Equity for the year ended 2003, nine months ended December 31, 2002, the three months ended March 31, 2002, and the year ended 2001	20
Consolidated Statement of Cash Flow for the year ended 2003, nine months ended December 31, 2002, the three months ended March 31, 2002, and the year ended 2001	22
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 20 through 22 and page 23, 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 24 through 28) for a listing of all exhibits to this Annual Report on Form 10-K.

(b) The Company has filed the following reports on Form 8-K since September 30, 2003:

1. October 7, 2003 (filed October 8, 2003), reporting under Item 9 – to furnish information about the possible effect of the 2004 enlargement of the European Union and related revisions to the EU banana import regime.

2. October 30, 2003 (filed October 30, 2003), reporting under Item 12 – to furnish third quarter 2003 results and related matters.

3. January 12, 2004 (filed January 14, 2004), reporting under Items 5 and 7 – to announce the election of a new President and Chief Executive Officer and file a copy of his Employment Agreement.

4. February 2, 2004 (filed February 2, 2004), reporting under Item 12 – to furnish corrections to information included in the third quarter press release and furnished on the related conference call.

5. February 17, 2004 (filed February 17, 2004), reporting under Item 12 – to furnish fourth quarter 2003 results and related matters.

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 10, 2004.

CHIQUITA BRANDS INTERNATIONAL, INC.
By	/s/    FERNANDO AGUIRRE
	Fernando Aguirre
	President 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 as of March 10, 2004:

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

18

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

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

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

19

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Balance Sheet

	December 31,
	2003		2002
ASSETS
Current assets
Cash and equivalents	$	—	$	—
Other current assets		951		810
Total current assets		951		810
Investments in and accounts with subsidiaries		1,035,915		908,404
Other assets		5,607		5,429
Total assets	$	1,042,473	$	914,643
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Long-term debt due within one year	$	—	$	—
Accounts payable and accrued liabilities		17,182		16,541
Total current liabilities		17,182		16,541
Long-term debt		250,000		250,000
Other liabilities		17,945		18,813
Total liabilities		285,127		285,354
Shareholders’ equity		757,346		629,289
Total liabilities and shareholders’ equity	$	1,042,473	$	914,643

20

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Statement of Operations

	Reorganized Company						Predecessor Company
	Year Ended Dec. 31, 2003			Nine Months Ended Dec. 31, 2002			Three Months Ended Mar. 31, 2002			Year Ended Dec. 31, 2001
Net sales	$	—		$	—		$	—		$	—
Cost of sales		—			—			—			—
Selling, general and administrative		(38,500	)		(30,443	)		(6,545	)		(31,188	)
Equity in earnings of subsidiaries		170,398			68,822			(368,899	)		32,674
Operating income (loss)		131,898			38,379			(375,444	)		1,486
Interest income		—			—			—			783
Interest expense		(27,392	)		(20,384	)		(1,250	)		(81,633	)
Financial restructuring items		—			—			124,394			(33,604	)
Income (loss) before income taxes and cumulative effect of a change in method of accounting		104,506			17,995			(252,300	)		(112,968	)
Income taxes		(5,300	)		(4,800	)		(1,000	)		(5,800	)
Income (loss) before cumulative effect of a change in method of accounting		99,206			13,195			(253,300	)		(118,768	)
Cumulative effect of a change in method of accounting		—			—			(144,523	)		—
Net income (loss)	$	99,206		$	13,195		$	(397,823	)	$	(118,768	)

21

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
	Year Ended Dec. 31, 2003		Nine Months Ended Dec. 31, 2002		Three Months Ended Mar. 31, 2002		Year Ended Dec. 31, 2001
Cash flow from operations	$	0	$	0	$	0	$	(26,715	)
Cash flow from investing		—		—		—		—
Cash flow from financing		—		—		—		—
Decrease in cash and equivalents		—		—		—		(26,715	)
Balance at beginning of period		—		—		—		26,715
Balance at end of period	$	0	$	0	$	0	$	0

Notes to Condensed Financial Information

1. In order to meet lender requirements to obtain a credit facility for CBI, CBII’s wholly-owned operating subsidiary, since 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 (which was sold in 2003) 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 16 to the Consolidated Financial Statements included in Exhibit 13.

22

CHIQUITA BRANDS INTERNATIONAL, INC.

SCHEDULE II—ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE

(In thousands)

	Reorganized Company						Predecessor Company
	Year Ended Dec. 31, 2003			Nine Months Ended Dec. 31, 2002			Three Months Ended Mar. 31, 2002		Year Ended Dec. 31, 2001
Balance at beginning of period	$	7,023		$	9,618		$	10,721	$	9,503
Additions:
Acquisition of Atlanta		6,737			—			—		—
Consolidation of Chiquita-Enza		1,061			—			—		—
Charged to costs and expenses		2,421			1,830			422		3,701
		10,219			1,830			422		3,701
Deductions:
Write-offs		4,747			4,748			913		2,559
Other, net		(571	)		(323	)		612		(76	)
		4,176			4,425			1,525		2,483
Balance at end of period	$	13,066		$	7,023		$	9,618	$	10,721

23

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 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 Chiquita Brands International, Inc. 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 Chiquita Brands International, Inc. and American Security Transfer Company Limited Partnership, as Warrant Agent (Exhibit 4-b to Annual Report on Form 10-K for the year ended December 31, 2002)
*10-a	Operating contract dated February 18, 1998 between the Republic of Panama and Bocas Fruit Company consisting of Contract of Operations (Bocas del Toro), Amendment and Extension of the Lease Land Contract, and related documents as published in the Republic of Panama Official Gazette No. 23,485 (included as part of 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. (n/k/a Chiquita Brands L.L.C.) and Atcon Finanz, Inc., as Borrowers, the Lenders designated therein, Wells Fargo Foothill, Inc. (formerly known as Foothill Capital Corporation), as Administrative Agent, and Wells Fargo Bank, National Association, as Loan Arranger and Syndication Agent, conformed to include amendments through December 29, 2003, pursuant to (i) First Amendment and First Limited Waiver to Second Amended and Restated Credit Agreement, dated as of May 22, 2003, (ii) Second Amendment and Second Limited Waiver to Second Amended and Restated Credit Agreement dated as of August 11, 2003, (iii) Third Amendment, Third Limited Waiver and Confirmation Relating to Second Amended and Restated Credit Agreement dated as of December 1, 2003, and (iv) Fourth Amendment and Fourth Limited Waiver to Second Amended and Restated Credit Agreement dated as of December 29, 2003
*10-c	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. (Exhibit 10-e to Annual Report on Form 10-K for the year ended December 31, 2002)
*10-d	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. (Exhibit 10-f to Annual Report on Form 10-K for the year ended December 31, 2002)

24

Exhibit Number	Description
*10-e	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 filed March 7, 2003)
*10-f	Framework Agreement signed April 25, 2003 among the Republic of Panama, Sindicato Industrial de Trabajadores de Chiriqui Land Company y Empresas Afines (“Sitrachilco”), the local banana workers union at Chiquita’s Armuelles, Panama division, Cooperativa de Servicios Multiples de Puerto Armuelles, R.L. (“Coosemupar”), a worker cooperative led by members of Sitrachilco, and Puerto Armuelles Fruit Co., Ltd. (“PAFCO”), relating to the sale by PAFCO of its assets to Coosemupar (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2003)
	Executive Compensation Plans and Agreements
*10-g	Chiquita Brands International, Inc. 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. (n/k/a Chiquita Brands L.L.C.) of obligations of Chiquita Brands International, Inc., under its Deferred Compensation and Capital Accumulation Plans, included as Exhibits 10-g and 10-h above (Exhibit 10-i to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-j	Chiquita Brands International, Inc. Amended and Restated 2002 Stock Option and Incentive Plan (Amended and Restated on April 3, 2003 and effective May 22, 2003), together with Supplement A to 2002 Plan, Annual Bonus Program, and Supplement B to 2002 Plan, Long Term Incentive Program (Appendix B to definitive Proxy Statement of Chiquita Brands International, Inc. for Annual Meeting of Shareholders held May 22, 2003, included as part of Schedule 14A filed on April 22, 2003)
10-k	Chiquita Brands International, Inc. Long-Term Incentive Program Amended and Restated 2003-2005 Terms
*10-l	Chiquita Brands International, Inc. Directors Deferred Compensation Program, adopted April 3, 2003 (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2003)
*10-m	Employment Agreement dated and effective January 12, 2004 between Chiquita Brands International, Inc. and Fernando Aguirre, including Form of Restricted Share Agreement for 110,000 shares of Common Stock (time vesting) (Exhibit A), Form of Restricted Share Agreement for 150,000 shares of Common Stock (performance vesting) (Exhibit B) and Form of Stock Option Agreement with respect to an aggregate of 325,000 shares of Common Stock (Exhibit C) (Exhibit 10.1 to Current Report on Form 8-K filed on January 12, 2004)

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Exhibit Number	Description
*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 2002 (Exhibit 10-b to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
*10-o	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-p	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 (Exhibit 10-n to Annual Report on Form 10-K for the year ended December 31, 2003)
*10-q	Form of Stock Option Agreement with non-management directors of the Company (Exhibit 10-p to Annual Report on Form 10-K for the year ended December 31, 2002)
*10-r	Form of Stock Option Agreement with all other employees, including executive officers (Exhibit 10-r to Annual Report on Form 10-K for the year ended December 31, 2002)
*10-s	Form of Stock Appreciation Right Agreement with certain non-U.S. employees, which may include executive officers (Exhibit 10-b to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)
*10-t	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-u	Form of Restricted Share Agreement with Cyrus F. Freidheim, Jr. for shares granted in 2003 and January 2004 (Exhibit 10-t to Annual Report on Form 10-K for the year ended December 31, 2002)
10-v	Letter Agreement dated July 24, 2003 between Chiquita Brands International, Inc. and Cyrus F. Freidheim, Jr. amending certain terms of the awards included in exhibits 10-n, 10-o, 10-p, 10-t, and 10-u above
10-w	Form of Restricted Share Agreement with Cyrus F. Freidheim, Jr., for shares granted under the Long Term Incentive Program of the Company’s Stock Option and Incentive Plan
*10-x	Form of Restricted Share Agreement with non-management directors (Exhibit 10-u to Annual Report on Form 10-K for the year ended December 31, 2002)

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Exhibit Number	Description
10-y	Form of Restricted Share Agreement with all other employees, including executive officers, for grants under the Long Term Incentive Program and otherwise under the Stock Option and Incentive Plan
*10-z	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-aa	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-bb	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-cc	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-dd	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)
*10-ee	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-ff	Guaranty, dated March 12, 2001, by Chiquita Brands, Inc. (n/k/a Chiquita Brands L.L.C.) of obligations of Chiquita Brands International, Inc., under severance agreements with a number of key executives, including those included as Exhibits 10-z through 10-ee above (Exhibit 10-q to Annual Report on Form 10-K for the year ended December 31, 2000)
*10-gg	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-hh	Deed of Settlement between Chiquita Banana Company, B.V. and Peter A. Horekens, Settlement Agreement between Chiquita International Services Group NV and Peter A. Horekens, Settlement Agreement between Chiquita Compagnie des Bananes SA and Peter A. Horekens, and Non-Competition Agreement between Chiquita International Services Group NV and Peter A. Horekens, each dated January 19, 2004

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Exhibit Number	Description
*10-ii	Award Share Agreement dated as of February 21, 2002 by and between Robert F. Kistinger and Chiquita Brands International, Inc. (Exhibit 10-u 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 Robert W. Olson and Chiquita Brands International, Inc. (Exhibit 10-v to Annual Report on Form 10-K for the year ended December 31, 2001)
*10-kk	Award Share Agreement dated as of February 21, 2002 by and between James B. Riley and Chiquita Brands International, Inc. (Exhibit 10-w to Annual Report on Form 10-K for the year ended December 31, 2001)
*10-ll	Award Share Agreement dated as of February 21, 2002 by and between Barry H. Morris and Chiquita Brands International, Inc. (Exhibit 10-l to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
*10-mm	Award Share Agreement dated as of February 21, 2002 by and between Jeffrey M. Zalla and Chiquita Brands International, Inc. (Exhibit 10-m to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
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 2003 Annual Report to Shareholders
14	Code of Conduct and Supplement to Code of Conduct
21	Chiquita Brands International, Inc. Subsidiaries
23	Consent of Independent Auditors
24	Powers of Attorney
31	Rule 13a-14(a)/15d-14(a) Certifications
32	Section 1350 Certifications

* Incorporated by reference.

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EX-10.B

Exhibit 10-b

$167,100,000

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

WELLS FARGO FOOTHILL, INC.,

as Administrative Agent

CONFORMED TO INCORPORATE AMENDMENTS THROUGH DECEMBER 29, 2003, PURSUANT TO (1) FIRST AMENDMENT AND FIRST LIMITED WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 22, 2003, (2) SECOND AMENDMENT AND SECOND LIMITED WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF AUGUST 11, 2003, (3) THIRD AMENDMENT, THIRD LIMITED WAIVER AND CONFIRMATION RELATING TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 1, 2003 AND (4) FOURTH AMENDMENT AND FOURTH LIMITED WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 29, 2003

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 WELLS FARGO FOOTHILL, INC. (“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 more than 20% of the Capital Stock of a Person or the purchase of warrants and/or options (other than rights of first refusal, warrants and options received for nominal consideration and warrants and options of CBI or any of its Affiliates) to purchase Capital Stock of a Person which, if exercised, would amount to more than 20% of the Capital Stock of such Person, (ii) the purchase of Capital Stock of a Person if the consideration paid for such Capital Stock exceeds $1,000,000, (iii) the purchase of all or a substantial portion of the assets or business of any Person if the consideration paid for such assets or business exceeds $1,000,000 or (iv) the merger or consolidation with a Person in which CBI or a Subsidiary shall be the surviving or resulting corporation.

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

“Affiliate” shall mean any entity which directly or indirectly controls, is controlled by, or is under common control with, 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

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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 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.

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“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 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.

“Bond Repurchase Fee” has the meaning set forth in Section 4.3.

“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.

5

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

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

“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 $112,100,000, as such amount may be reduced from time to time (A) pursuant to and in accordance with Section 2.3 and Section 13.12, (B) in connection with each Second Amendment Sale, as the Net Cash Proceeds of each Second Amendment Sale are used to prepay the Original Term Loans until an aggregate amount equal to $31,500,000 has been prepaid, by the amount so applied to such prepayment, (C) in connection with the CPF Sale, as CPF Sale Proceeds are used to make additional prepayments of the Original Term Loans (in excess of the $10,000,000 prepayment which was made on or about the CPF Closing Date), by the amount so applied to such prepayment, and (D) in connection with the Second Amendment Sales, as the Net Cash Proceeds of the Second Amendment Sales are used to make additional prepayments of the Original Term Loans (in excess of the $31,500,000 prepayments to be made on the Original Term Loans pursuant to clause (B) above), by the amount so applied to such prepayments.

6

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

“CBII Bonds” shall mean the CBII 10.56% Senior Notes due 2009 issued pursuant to the Indenture dated as of March 15, 2002, with Wells Fargo Bank Minnesota, National Association, as Trustee, and the Certificate of Actions dated March 18, 2002, approving the terms of such Senior Notes.

“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 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.

7

“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 Fruchtagentur GmbH

• Atlanta Fruit Trade GmbH

• Atlanta Fruit Trade Kft Hungary

• Atlanta Kalisza Sp.z.o.o.

• Atlanta Pannonia Produktions und Handelsges mbH

• Atlanta PL GmbH

• Atlanta Prag Immobilien, sr.o.

• Atlanta Praha, Spol. Sr.o.

• Atlanta Spol.sr.o.

• ATLANTA World Trade GmbH

• Atlantis Transportversicherung AG

• August Lehmann 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 Grosshandel mit Nahrungs- und Genussmittel Ges.mbh

• Fruchtunion Hamburg GmbH

• Fruit2Trade AG

• FRUTERA Fruchthandel Cottbus GmbH

• Fruttexport S.r.l.

• “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

8

• Hameico Fruchthandel GmbH

• Hameico Fruchthandelsgesellschaft mbH

• “Hameico” Fruit Trade GmbH

• Hameico Hannover GmbH

• Hameico Koeln GmbH

• Hameico Neunkirchen GmbH

• Hameico Nuernberg GmbH

• Harwes GmbH

• Italimex S.r.l.

• Jos. Ahorner Ges.m.b.H.

• Lehmann Immobilien GmbH

• Leipzig-Bremer Frucht-GmbH

• Meneu Export S.A.

• Olfko Fruchthandel GmbH

• Olko Fruchthandelsgesellschaft Westerland mbH

• Profil Werbe- und Verlagsgesellschaft mbH

• S.A. Ets. Yves LE ROUX

• S.I.E.F.a.r.l.

• Scipio GmbH & Co.

• Scipio Immobilien GmbH & Co. KG

• Scipio Nederland B.V.

• 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,

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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.

“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.

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“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.

“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.

“Coosemupar” shall have the meaning given to such term in Section 9.3(j).

“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.

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

“CPF Closing” shall mean the “Closing” (as such term is defined in the CPF Purchase Agreement).

“CPF Closing Date” shall mean the “Closing Date” (as such term is defined in the CPF Purchase Agreement).

“CPF Purchase Agreement” shall have the meaning given to such term in Section 9.3(j).

“CPF Sale” shall mean the disposition of 100% of the limited liability company interests in CPF to Seneca as described in more detail in Section 9.3(j).

“CPF Sale Proceeds” shall mean the sum of (a) the aggregate cash proceeds received by Friday Holdings from the CPF Sale, net of (i) direct costs (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and (ii) taxes paid or payable as a result thereof plus, without duplication, (b) the Seneca Share Proceeds.

“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.

“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.

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“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

(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

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(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 § 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

(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.

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“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 Atlanta Finanz Service GmbH & Co. KG (f/k/a Scipio Immobilien GmbH & Co. KG).

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

“Excluded Chiquita Fresh German Group Entity” shall mean each of the following Persons:

• Atlanta Bratislava

• Atlanta Budweis

• Atlanta Bulgaria GmbH

• BFG Bremische Finanz-beteiligungs-GmbH & Co. KG

• Port & Timme Fruchtbeteiligungs-GmbH, Hamburg

• T. Port (GmbH & Co.)

“Excluded Entities” shall mean Frupac and its Subsidiaries, GWF and its Subsidiaries, and Heaton Holdings, Ltd., Alsama, Ltd., Exportadora Chiquita-Enza Limitada, Servicios Chiquita-Enza Chile Limitada, Anacar LDC and their Subsidiaries.

“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.

“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

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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).

“Friday Holdings” shall have the meaning given to such term in Section 9.3(j).

“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

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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).

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“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

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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

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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 or otherwise; and (d) there shall not be deducted from the aggregate amount of Investments any decrease in the market value thereof.

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“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.

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“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” shall mean $167,100,000, as such amount may be reduced from time to time (A) pursuant to and in accordance with Section 2.3 and Section 13.12,

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(B) in connection with each Second Amendment Sale, as the Net Cash Proceeds of each Second Amendment Sale are used to prepay the Original Term Loans until an aggregate amount equal to $31,500,000 has been prepaid, by the amount so applied to such prepayment, (C) in connection with the CPF Sale, as CPF Sale Proceeds are used to make additional prepayments of the Original Term Loans or the Term B Loans (in excess of the $20,000,000 prepayments which were made on or about the CPF Closing Date), by the amount so applied to such prepayments, and (D) in connection with the Second Amendment Sales, as the Net Cash Proceeds of the Second Amendment Sales are used to make additional prepayments of the Term Loans (in excess of the $31,500,000 prepayments to be made on the Original Term Loans pursuant to clause (B) above), by the amount so applied to such prepayments.

“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

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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 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. §499.

“PAFCO” shall mean Puerto Armuelles Fruit Co., Ltd.

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“PAFCO Framework Agreement” shall have the meaning given to such term in Section 9.3(j).

“PAFCO Investment” shall have the meaning given to such term in Section 9.3(j).

“PAFCO Loan” shall mean an extension of credit in the amount of Five Million Dollars ($5,000,000) by CIL to Coosemupar, either directly or through a participation in a loan to be granted by Banco Nacional de Panama or another bank or financial institution to Coosemupar.

“PAFCO Sale” shall mean the disposition of all or substantially all of the banana plantation assets owned by PAFCO to Coosemupar as described in more detail in Section 9.3(j).

“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 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.

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“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:

(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;

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(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 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;

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(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;

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

(xvi) Indebtedness of one or more Subsidiaries to the extent, and solely to the extent, that the related Investment in such Subsidiary is permitted pursuant to clause (xxx) of the definition of “Permitted Investments”;

(xvii) Indebtedness of Atlanta or Eurosub owing to CBI to the extent, and solely to the extent, that the related Investment by CBI in Atlanta or Eurosub is permitted pursuant to clause (xxxi) of the definition of “Permitted Investments”; or

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

“Permitted Investments” shall mean:

(i) Cash Equivalents;

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(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;

(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);

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(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 $10,000,000 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;

(xix) [intentionally omitted]

(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);

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(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 (other than those made by an Excluded Entity) as long as (a) all such Investments made after March 6, 2002, do not exceed $5,000,000 in the aggregate at any time 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;

(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

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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;

(xxx) Investments made in one or more Subsidiaries (other than Atlanta or Euro Sub) in an aggregate amount not to exceed at any time (A) the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds minus (B) the aggregate amount paid to CBII pursuant to Section 9.6(e) minus (C) the aggregate amount invested pursuant to clause (xxxi) of the definition of Permitted Investments minus, without duplication, (D) the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied directly or indirectly to repay Loans, as long as (1) all amounts invested pursuant to this clause (xxx) shall, promptly upon the applicable Subsidiary’s receipt thereof, be used to pay Indebtedness of such Subsidiary or of one or more Subsidiaries of such Subsidiary, (2) no Default or Event of Default shall have occurred and be continuing at the time of such Investments (or would result therefrom) and (3) simultaneously with the making of such Investment, CBI notifies Agent of such Investment; and

(xxxi) Investments by CBI or its Subsidiaries in Atlanta or Euro Sub in an aggregate amount not to exceed at any time (A) the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds minus (B) the aggregate amount paid to CBII pursuant to Section 9.6(e) minus (C) the aggregate amount invested pursuant to clause (xxx) of the definition of Permitted Investments minus, without duplication, (D) the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied directly or indirectly to repay Loans, as long as (1) to the extent such Investments are made in Atlanta, Atlanta promptly and in any event within two (2) Business Days, use the proceeds of such Investments for so long as the German Note executed by Atlanta in favor of Euro Sub is in effect, to repay obligations owing by Atlanta to Euro Sub evidenced by such German Note, and thereafter, to make an Investment in all events permitted hereby in Euro Sub, (2) Euro Sub promptly, and in any event within two Business Days, uses the proceeds of such Investments (or, for so long as the German Note executed by Atlanta in favor of Euro Sub is in effect, repayment in the case of an Investment in Atlanta which Atlanta then uses to repay obligations owing by Atlanta to Euro Sub evidenced by such German Note) to repay obligations owing by Euro Sub to Atcon evidenced by a German Note and (3) Atcon is, as a result of the limited waivers provided pursuant to the Second Amendment and Second Limited Waiver, permitted to use, and Atcon immediately uses, the proceeds of such repayment to make a repayment of Term B Loans;

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), (xxviii) or (xxx) 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.

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“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);

(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;

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(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 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.

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“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 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

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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.

“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).

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“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.

“Second Amendment and Second Limited Waiver” shall mean the Second Amendment and Second Limited Waiver to the Second Amended and Restated Credit Agreement, dated as of August 11, 2003, among the Borrowers, Wells Fargo, the Agent and the Lenders.

“Second Amendment Sales” shall mean, collectively, all of the transactions set forth on Schedule 1.1H, and “Second Amendment Sale” shall mean any of such transactions.

“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 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.

“Seneca” shall have the meaning given to such term in Section 9.3(j).

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“Seneca Shares” shall have the meaning given to such term in Section 9.3(j).

“Seneca Share Proceeds” shall mean the aggregate cash proceeds received by CBI or any Subsidiary of CBI in respect of any disposition of Seneca Shares, 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.

“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.

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

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“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, but excluding any assets subject to the PAFCO Sale.

“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.

“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.

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“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 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

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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

(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,

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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.

(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

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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

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Existing Lender prior to the date of borrowing that such Existing Lender does not intend 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

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summary statement is sent by the Agent and received by the Existing Lenders after 12:00 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 from any Defaulting Lender for any amounts paid by CBI under clause (B) above on account of such Defaulting Lender’s default.

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(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.

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(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; provided, however, that to the extent that the principal amount of the Term B Loans are prepaid in an aggregate amount equal to at least $10,000,000 within four Business Days of the CPF Closing Date, the requirements of this sentence shall be deemed satisfied. 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.

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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 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).

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(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).

(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.

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(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 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

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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) to the extent that the funds applied pursuant to this Section 2.3(b)(vi) were not 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 (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

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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 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

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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 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

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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 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

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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

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interest on the Loans, each payment of the Letter of Credit Fee, each reduction of the Existing 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.

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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,

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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

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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.

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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,

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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 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.

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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-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 Bond Repurchase Fee.

Simultaneous with the making of payments pursuant to Section 9.6(e), CBI shall pay to the Agent a fee (the “Bond Repurchase Fee”) equal to four tenths of one percent (.40%) multiplied by the amount of such payment; provided, however, that such fee shall not be applicable to the first Fifty Million Dollars ($50,000,000) of such payments.

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.

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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.

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

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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 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

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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.

(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.

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(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 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

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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 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.

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(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 statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;

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(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.

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(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 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

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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 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.

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5.2 Closing Conditions.

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

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

(b) Corporate Documents. Receipt by the Agent of a certificate of a secretary or 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,

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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.

(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.

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(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 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.

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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 June 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 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

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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 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.

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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, 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.

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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.

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

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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 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.

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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 § 103(c), 42 U.S.C. § 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.

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

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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.

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.

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6.21 Labor Matters.

Other than as 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 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,

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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.

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.

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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.

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:

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7.1 Information.

Each Borrower will furnish to the Lenders the following information within the following time periods:

(a) within one hundred twenty (120) days after the close of each fiscal year of CBI, the audited consolidated balance sheet, consolidated statements of income, shareholders’ equity and cash flow of CBI and its consolidated Subsidiaries for such year setting forth in comparative form the corresponding figures for the preceding year, prepared in accordance with GAAP, and accompanied by a report and unqualified opinion (such report and opinion not to include any going concern qualification) 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, the unaudited consolidated balance sheet, consolidated statement of income and consolidated statement of cash flow, of CBI and its consolidated 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 at the dates thereof and the results of their operations for the periods indicated (subject to normal year-end and audit adjustments and the absence of statements of shareholders’ equity and footnotes) and that such financial statements have been prepared in conformity with GAAP consistently applied throughout the periods involved except as otherwise disclosed in such financial statements;

(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

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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 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

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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), (viii), (xi), (xii), (xiii), (xiv), (xv), (xvii), (xix), (xxvi), (xxvii), (xxviii), (xxix), (xxx) and (xxxi) 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; (viii) a list of any sale-leaseback transactions which were completed in such month and (ix)(A) all amounts paid to CBII as permitted by Section 9.6(e), (B) all amounts paid by CBII for the purchase, redemption, retirement or defeasance of CBII Bonds (including the related expenses) and (C) all Bond Repurchase Fees paid to the Agent (in addition, CBI shall certify that at the time of each payment to CBII permitted by Section 9.6(e), no Default or Event of Default had occurred and was continuing or would or did result therefrom);

(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

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on a quarterly basis for such fiscal year and (ii) 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;

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(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;

(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.

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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.

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

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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.

(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

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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 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. § 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

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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) 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

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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.

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.

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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

(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.

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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 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

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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.

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.

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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.

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.

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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) 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.

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7.29 Excluded Chiquita Fresh German Group Entities.

Within sixty (60) days after the Closing Date, each Borrower will, and will cause its Subsidiaries (other than any Excluded Entity) to, repay in full any Qualified Investments in any Excluded Chiquita Fresh German Group Entity made by such Borrower or such Subsidiary since the Closing Date.

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             year thereafter	$	70,000,000

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 $15,000,000 at any time; provided, however, that for purposes of this Section 8.6(a) only, the amount of “cash” shall be determined net of bank overdrafts incurred by the Chiquita Fresh German Group in the ordinary course of business.

(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.

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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 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

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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 121^st 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 assets which are, no longer needed or useful in such Person’s operations; provided, that in any instance where the aggregate consideration received by CBI and its Subsidiaries exceeds $500,000, (A) at least seventy-five percent (75%) of the consideration received by CBI and its Subsidiaries is in the form of cash and Cash Equivalents, (B) the aggregate consideration (including assumed debt) for all such sales (other than Second Amendment Sales) after the Original Closing Date does not exceed $20,000,000, (C) 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, (D) 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 (E) CBI delivers promptly (but in any event no later than the later to occur of (x) the delivery of the monthly compliance certificate for the fiscal month in which the sale occurred and (y) the thirtieth (30^th) day after the consummation of such sale) written notice (which notice may be delivered via email or through the monthly compliance certificate) to the Agent and the Lenders that the conditions set forth in clauses (A) through (D) of this paragraph (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

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$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 121^st day after receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi));

(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) (i) the transactions set forth in Schedule 9.3A hereto, (ii) the disposition on or before July 31, 2003, of 100% of the limited liability company interests in CPF, pursuant to and in accordance with the terms set forth in that

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certain Purchase Agreement by and among Seneca Foods Corporation (“Seneca”), CBII and Friday Holdings, L.L.C. (“Friday Holdings”), dated as of March 6, 2003, as amended by that certain Amendment No. 1 to Purchase Agreement, dated as of March     , 2003, but without giving effect to any other modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the “CPF Purchase Agreement”), for a purchase price equal to One Hundred Ten Million Dollars ($110,000,000) in cash (subject to adjustment as provided in the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares of Convertible Preferred Stock Series 2003 of Seneca (such shares received in connection with the CPF Sale, the “Seneca Shares”), (iii) the disposition of any or all of the Seneca Shares by Friday Holdings or CBI which is consummated 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, and (iv) the disposition on or before July 31, 2003, of all or substantially all of the banana plantation assets of PAFCO, in a transaction that is substantially consistent with the terms set forth in that certain Framework Agreement by and among Sindicato Industrial de Chiriquí Land Company Y Empresas Afines, Cooperativa de Servicios Múltiples de Puerto Armuelles, R.L. (“Coosemupar”) and PAFCO, dated as of April 25, 2003, but without giving effect to any modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the “PAFCO Framework Agreement”), for a purchase price equal to approximately Nineteen Million Eight Hundred Thousand Dollars ($19,800,000), subject to adjustment as contemplated by the PAFCO Framework Agreement which is, together with the PAFCO Loan and an additional indirect investment in PAFCO to be made by CBI or one of its Subsidiaries of up to Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000) (the “PAFCO Investment”), used to satisfy in full any and all severance, bonus and similar obligations of CBI and its Subsidiaries with respect to the operations of PAFCO and used to satisfy in full, other than with respect to PAFCO, other direct or indirect, contingent or liquidated liabilities of CBI and its Subsidiaries with respect to the operations of PAFCO (except for future obligations to purchase fruit or to provide agricultural service support on an arms-length basis); 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

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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.

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 its Subsidiaries 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

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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 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

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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) payments to CBII of amounts up to an amount equal to the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition of “Permitted Investments” minus, without duplication, the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied, directly or indirectly, to repay Loans; provided, that promptly upon CBII’s receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceeds, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment of any applicable fees or commissions), as long as (i) at the time of such payments and immediately thereafter, no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom; and (ii) simultaneously with any payment made pursuant to this subsection, CBI notifies Agent of such payment and CBI makes all payments of any Bond Repurchase Fees required to be made with respect thereto, if any, and (f) payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest on Indebtedness of CBII which existed as of March 19, 2002 or to pay interest on other Indebtedness of CBII, 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, (ii) the aggregate amount of interest payments made in any calendar year under this clause (f) on Indebtedness of CBII does not exceed the aggregate amount of interest payments during such calendar year that could have been made on the Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not been refinanced, and (iii) 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 subclauses (i) and (ii) of this clause (f) have been satisfied with respect to such payment.

9.7 No Investments.

Make any Investment other than Permitted Investments.

9.8 No Affiliate Transactions.

Enter into any transaction with, including, without limitation, the purchase, sale or exchange of property or the rendering of any service to any Subsidiary or Affiliate of 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.

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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

(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.

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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

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set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of 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

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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 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 Exhibit 1.1E(3)(B) to Schedule 1.1E hereto, whether directly or

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indirectly (and regardless of whether such payment or distribution might otherwise be permitted under other provisions of this Agreement), except for (a) capitalization of intercompany advances that is permitted under the definition of Permitted Investments, (b) payments or distributions (i) among or to Secured Credit Parties, (ii) by members of the Chiquita Fresh European Group to any Person other than an Excluded Entity, or (iii) by members of the Chiquita Fresh Latin American Group to other members of that Group or to Secured Credit Parties, (c) payments with respect to current obligations for goods or services in accordance with ordinary practice, and (d) any other payments or distribution to the extent that within five (5) Business Days thereafter there is at least an equivalent payment to one or more Secured Credit Parties.

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).

9.22 Excluded Chiquita Fresh German Group Entities.

Notwithstanding anything to the contrary stated herein, make any Qualified Investments (other than by Excluded Entities or other Excluded Chiquita Fresh German Group Entities) in any Excluded Chiquita Fresh German Group Entity after the date that is sixty (60) days after the Closing Date.

9.23 CPF Sale Proceeds.

Use or permit any amounts invested as permitted pursuant to clause (xxx) of the definition of “Permitted Investments” to be used, directly or indirectly, to purchase, redeem, retire or defease any or all of the CBII Bonds.

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

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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;

(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

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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 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

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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 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

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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.

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.

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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 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

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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, 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.

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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 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

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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 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

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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

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Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct.

(e) The Lenders acknowledge that Foothill has entered into the Pledge Agreements governed by the law of the Netherlands and Belgium in its individual capacity. The Lenders agree that if any amounts are received by Foothill pursuant to such Pledge Agreements, the total amount of the Obligations then owing shall be decreased by such amounts as if such 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

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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.

(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.

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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 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

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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.

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 Wells Fargo Foothill, Inc., 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.

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(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 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

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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 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

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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.

(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

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

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(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

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Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by 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

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judicially determined to have resulted from the Agent’s own gross negligence or willful misconduct), (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any of the foregoing.

14.9 Entire Agreement, Successors and Assigns.

This Credit Agreement along with the other Credit Documents and the Fee Letter constitutes the entire agreement among the 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

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under any Credit Document shall in any event be effective, unless in writing and signed by the Agent and/or the Issuing Bank, as applicable, in addition to the Lenders required hereinabove to take such action. Notwithstanding any of the foregoing to the contrary, 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.

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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.

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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.

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14.21 Produce Ventures.

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

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.

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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:
	Title:
	ATCON FINANZ, INC.
	By:	/s/
	Name:
	Title:
AGENTS AND LENDERS:	WELLS FARGO FOOTHILL, INC.,
	as Agent and as a Lender
	By:	/s/
	Name:
	Title:
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Lead Arranger, Syndication Agent and as a Lender
	By:	/s/
	Name:
	Title:
LENDERS:	ABLECO FINANCE LLC, for itself and its affiliated assignees, as an Existing Lender
	By:	/s/
	Name:
	Title:

[Signature Page to the Second Amended and Restated Credit Agreement]

ABLECO FINANCE LLC, for itself and its affiliated assignees, as a Term B Lender
By:	/s/
Name:
Title:
PNC BANK, National Association, as a Lender
By:	/s/
Name:
Title:
Oak Hill Securities Fund, L.P., as a Lender
By:	/s/
Name:
Title:
Oak Hill Securities Fund II, L.P., as a Lender
By:	/s/
Name:
Title:
LaSalle Bank National Association, as a Lender
By:	/s/
Name:
Title:

EX-10.K

Exhibit 10-k

CHIQUITA BRANDS INTERNATIONAL, INC.

LONG-TERM INCENTIVE PROGRAM

AMENDED AND RESTATED 2003-2005 TERMS

1. General. Chiquita Brands International, Inc. (the “Company”) has established a Long-Term Incentive Program (the “LTIP”) under the Company’s Amended and Restated 2002 Stock Option and Incentive Plan (the “2002 Plan”), which was approved by the shareholders of the Company on May 22, 2003 at the 2003 Annual Meeting of Shareholders. These 2003-2005 Terms set forth the terms of Awards granted for 2003, 2004 and 2005 under the LTIP. Awards for 2004 and 2005 are intended to be “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code. All capitalized terms not otherwise defined in these 2003-2005 Terms shall be as defined in the LTIP and the 2002 Plan.

2. Determination of Awards.

a. Each Participant listed on Schedule A shall be eligible for an Award for each of calendar years 2003, 2004 and 2005 (each of which is referred to herein as an “Award Year”). Such Awards shall be determined in accordance with Schedules B, C and D based on achievement of the applicable Performance Measures set forth therein.

b. If a Participant’s employment is terminated for Cause during an Award Year, the Participant shall not be entitled to any Award for that Award Year. If a Participant’s employment terminates during any such Award Year for any reason other than for Cause, the Participant’s Award for the applicable Award Year shall be payable as though the Participant was employed on the last day of that Award Year, but subject to such reduction or voiding of the Award as the Compensation Committee of the Company’s Board of Directors (the “Committee”), in its absolute discretion, determines to be appropriate. Subject to paragraph 3, any portion of an Award not so voided shall be deliverable to the Participant at such time and on such terms as the Committee shall determine.

3. Determination of Award Amount. A Participant shall be entitled to receive an Award for an Award Year only if the Committee has determined that the applicable Performance Measures for that Award Year have been attained. Such determination shall be made as soon as practicable after the end of the Award Year to which an Award relates. To the extent that the Committee exercises discretion in making such determination for Awards for 2004 or 2005, such exercise of discretion may not result in an increase in the amount of the award.

4. Distribution and Vesting. Distributions and vesting of Awards are subject to the following:

a. If a Participant is entitled to receive an Award for an Award Year, then, as soon as practicable after the date on which the determination described in paragraph 3 above has been made, the Participant shall be granted Shares of Common Stock, subject to the vesting provisions applicable to such Award. The number of Shares of Common Stock granted shall equal the amount of the Award divided by the Fair Market Value of a Share on the date of grant. (Any fractional Shares shall be rounded up to a whole Share.) Such Shares shall not be issued or delivered to the Participant until the related Award vests.

b. A Participant will become vested in Awards for particular Award Years on the following dates (each a “Vesting Date”).

Award Year	Vesting Date
2003	January 1, 2005
2004	January 1, 2006
2005	January 1, 2007

Notwithstanding the foregoing, if a Participant’s employment terminates prior to the Vesting Date for an Award, unless the Committee determines otherwise (including in connection with a decision not to void an Award pursuant to paragraph 2(b) above), the Participant shall forfeit such Award (and the Shares associated therewith) as of the date of such termination; provided, however, that such Award (and related Shares) shall become fully vested in accordance with the provisions of the 2002 Plan in the event of a Change of Control or termination of employment due to death, Disability or Retirement.

5. Amendment. The Committee may amend the provisions of these 2003-2005 Terms and the attached Schedules relating to Awards for 2004 and 2005 (including, without limitation, revision of the list of Participants in Schedule A) with respect to either such year prior to the 90^th day of such year to reflect corporate transactions involving the Company (including, without limitation, any acquisition, divestiture, stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares); provided that such amendment may not be adopted on a date or in a manner which would adversely affect the treatment of the award as Performance Based Compensation.

6. Adoption by Committee. The Committee originally approved the 2003-2005 Terms on April 3, 2003, but only with respect to Awards for 2003. The Committee approved these Amended and Restated 2003-2005 Terms on August 8, 2003 with respect to Awards for 2003, 2004 and 2005. Except as otherwise provided in these 2003-2005 Terms, all Awards granted pursuant to these Terms shall be subject to and entitled to all applicable rights and benefits provided in, the LTIP and the 2002 Plan, including the provisions therein applicable to Restricted Stock.

EX-10.V

Exhibit 10-v

[Logo]

Chiquita

Brands

International

CYRUS F. FREIDHEIM, JR.

Chairman of the Board

Chief Executive Officer

CONFIDENTIAL

July 23, 2003

Mr. Jeffrey Benjamin

Apollo Management, L.P.

1301 Avenue of the Americas

New York, New York 10019

Dear Jeff:

For good order, I believe it would be desirable to put our agreement on CEO comp in the record.

We are beginning the search now with the target of completing it by year end. The preference would be for me to remain as Chairman for a period to be determined when we elect a new CEO.

Compensation arrangements would be:

• Normal salary and bonus through year end 2003 or beyond if I continue as CEO.

• 30,000 shares of restricted stock in January 2004 with two year vesting.

• Continued eligibility for awards under the Long Term Incentive Program for the performance years 2004 and 2005.

– Specifically, on plan performance would result in awards of $1,185K for each year in restricted stock with two year vesting.* The same proportionate awards would be made for over and under plan performance as for other plan participants.

– Eligibility would depend on my continuation as director.

• No other special compensation would be paid for my work as non-executive chairman beyond normal director’s fees.

250 East Fifth Street, Cincinnati, Ohio 45202 U.S.A.

(513) 784-8985 / Fax: (513) 564-2934

eMAIL: cfreidheim@chiquita.com

* Now one year. At the time this letter was signed, the Compensation & Organizational Development Committee was considering 2-year vesting of restricted stock awards made under the Long Term Incentive Program. As actually approved by the Committee on August 8, 2003, the restricted stock vests after one year.

Mr. Jeffrey Benjamin

July 23, 2003

Page Two

Stock options and restricted stock grants and awards would vest if I were to leave the board at the board’s request, for health reasons or after January 1, 2004 at the government’s request. Should that occur I would forfeit eligibility for unearned LTIP restricted stock awards.

Exercise rights on stock options would extend for the normal period for a retirement (i.e., 3 years).

Approved on behalf of the Compensation Committee of the Board:	Agreed:
/s/    JEFFREY D. BENJAMIN	/s/    CYRUS F. FREIDHEIM, JR.
Jeffrey D. Benjamin Chairman	Cyrus F. Freidheim, Jr.
7-24-03	7-23-04
Date	Date

EX-10.W

Exhibit 10-w

CHIQUITA BRANDS INTERNATIONAL, INC.

2002 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

Congratulations! You have been awarded a restricted stock award under the Long-Term Incentive Program (the “LTIP”) of the Amended and Restated Chiquita 2002 Stock Option and Incentive Plan (the “Plan”).

GRANT : 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. The Shares will be issued at no cost to you on the Vesting Date set forth below, provided that you continue to serve as a director of the Company (“Service”) on the 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 Date:
Cyrus F. Freidheim, Jr.	43,359	February 20, 2004	January 1, 2005

VESTING: All of the Shares will vest (become deliverable) on January 1, 2005 or, if earlier, upon a Change of Control of the Company (the “Vesting Date”); 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 or at the request of the Board of Directors of Chiquita (other than for Cause) or of a U.S. government agency, all the Shares issuable under this award will vest on such termination. Except to the extent provided in the preceding sentence, this award will not vest upon your Retirement. On the 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 the Vesting Date, you will have no rights as a shareholder of the Company with respect to the Shares to be issued on or after the Vesting Date.

FORFEITURE OF SHARES: In the event your Service terminates for any reason (other than as a result of your death, Disability or a request by the Board of Directors or U.S. government agency, as specified under Vesting, above), then all unvested Shares subject to this award will be forfeited as of the date of termination of your Service and any rights with respect to such forfeited Shares will immediately cease.

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION: In consideration of your receipt of this award, you agree as follows:

(a) You will hold in a fiduciary capacity for the benefit of the Company all information, knowledge or data relating to the Company or any Subsidiaries and their respective businesses which the Company or any Subsidiaries consider to be proprietary, trade secret or confidential that you obtain or have previously obtained during your Service and that is not public knowledge (other than as a result of your violation of this provision) (“Confidential Information”). You will not directly or indirectly use any Confidential Information for any purpose not associated with the activities of the Company or any Subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Subsidiaries to receive it at any time during or after your Service, except with the prior written consent of the Company or as otherwise required by law or legal process.

(b) For a period of two years after the termination of your Service, for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage or hold an interest in any company listed in Exhibit A, or any subsidiary or affiliate of such company (the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business).

(c) For a period of one year after the termination of your Service, for any reason, you will not, without the written consent of the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the employment of the Company or any Subsidiaries (other than persons employed in a clerical, non-professional or non-management position).

(d) You understand and agree that the restrictions set forth above, including, without limitation, the duration, and the business scope of such restrictions, are reasonable and necessary to protect the legal interests of the Company. You further agree that the Company will be entitled to seek injunctive relief in the event of any actual or threatened breach of such restrictions. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted only to the extent necessary to make the remaining provisions of this Agreement enforceable.

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting from the grant of this award and the issuance of the Shares upon vesting of this award.

CONDITIONS: This award is governed by and subject to the terms and conditions of the Plan and the LTIP, which contain important provisions of this award and form a part of this Agreement. Copies of the Plan and the LTIP are 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 and foreign laws.

AGREEMENT: To acknowledge your agreement to the terms and conditions 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:
	Barry Morris, Vice President	Home Address (including country)
	Human Resources
By:
Date Agreed To:
		U.S. Social Security Number (if applicable)

EX-10.Y

Exhibit 10-y

CHIQUITA BRANDS INTERNATIONAL, INC.

2002 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

Congratulations! You have been awarded a restricted stock award under [the Long-Term Incentive Program (the “LTIP”) of] the Amended and Restated Chiquita 2002 Stock Option and Incentive Plan (the “Plan”).

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “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. The Shares will be issued at no cost to you on the Vesting Date[s] set forth below, provided that you are employed by the Company or any of the Company’s Subsidiaries 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 Date:

VESTING: [All of the Shares will vest (become deliverable) on [date]] or [The Shares will vest (become deliverable) between the Grant Date and [last vesting date] with [% or number of Shares] vesting on [dates]] or, if earlier, upon a Change of Control of the Company (the “Vesting Date”); 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 employment terminates because of your death, Disability or Retirement, all the Shares issuable under this award will vest on your termination of employment. On [the] [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 [this] [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 [the] [that] Vesting Date.

FORFEITURE OF SHARES: In the event you cease to be employed by the Company, or by any of the Company’s Subsidiaries for any reason (other than as a result of death, Disability or Retirement) prior to the Vesting Date, then, [subject to the terms of the LTIP,] all unvested Shares subject to this award will be forfeited as of the date of your termination of employment and any rights with respect to such forfeited Shares will immediately cease.

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION: In consideration of your receipt of this award, you agree as follows:

(a) You will hold in a fiduciary capacity for the benefit of the Company all information, knowledge or data relating to the Company or any Subsidiaries and their respective businesses which the Company or any Subsidiaries consider to be proprietary, trade secret or confidential that you obtain or have previously obtained during your employment by the Company or any Subsidiaries and that is not public knowledge (other than as a result of your violation of this provision) (“Confidential Information”). You will not directly or indirectly use any Confidential Information for any purpose not associated with the activities of the Company or any Subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Subsidiaries to receive it at any time during or after your employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process.

(b) For a period of two years after the termination of your employment with the Company or any Subsidiaries, for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage or hold an interest in any company listed in Exhibit A, or any subsidiary or affiliate of such company (the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business).

(c) For a period of one year after the termination of your employment with the Company or any Subsidiaries, for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the employment of the Company or any Subsidiaries (other than persons employed in a clerical, non-professional or non-management position).

(d) You understand and agree that the restrictions set forth above, including, without limitation, the duration, and the business scope of such restrictions, are reasonable and necessary to protect the legal interests of the Company. You further agree that the Company will be entitled to seek injunctive relief in the event of any actual or threatened breach of such restrictions. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted only to the extent necessary to make the remaining provisions of this Agreement enforceable.

TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award and the issuance of the 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 or any other payments.) In advance of [the] [each] Vesting Date you may elect to pay the withholding amounts due by surrendering to the Company a number of the Shares otherwise deliverable on the Vesting Date that have a fair market value on the Vesting Date equal to the amount of the payroll withholding taxes due.

CONDITIONS: This award is governed by and subject to the terms and conditions of the Plan [and the LTIP], which contain important provisions of this award and form a part of this Agreement. [A copy] [Copies] of the Plan [and the LTIP] [is] [are] 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 and foreign laws.

AGREEMENT: To acknowledge your agreement to the terms and conditions 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:
	Barry Morris, Vice President	Home Address (including country)
	Human Resources
By:
Date Agreed To:
		U.S. Social Security Number (if applicable)

EX-10.HH

Exhibit 10-hh

DEED OF SETTLEMENT

The undersigned:

1. Chiquita Banana Company B.V., established at Breda, represented by Mr. Bob Kistinger, in his capacity as President COO of CBI, hereinafter “the Company”;

and

2. Peter Anthony George Horekens, residing at Nachtvlinderslaan 19, Brussel 1000, Belgium, hereinafter “Mr. Horekens”;

BACKGROUND

As from July 14, 1997, Mr. Horekens entered into the service of the Company in the framework of an employment agreement (hereafter “employment agreement”).

In mid-November 2003, the Company informed Mr Horekens of its desire to discontinue the employment agreement, with effect as from 31 December 2003.

Mr Horekens agreed to cooperate with the termination process and to resign from all his positions within the Company, subject to the financial consideration and terms and conditions provided for by this deed of settlement (“Settlement”) and the other agreements referred to in this Settlement.

Indeed, Mr. Horekens and various group companies entered into various agreements in the context of Mr Horekens cessation of all professional activities for such group companies (hereafter ‘the Departure Agreements’).

DECLARE TO HAVE AGREED AS FOLLOWS:

Mr. Horekens shall resign from all positions within the Company and affiliated companies in The Netherlands, including but not limited to the position Managing Director under the articles of association of the Company, as per 31 December 2003 and agrees to co-operate in the formal proceedings to be taken to effect his resignations.

1. The employment agreement shall terminate per 31 December 2003 (“the Termination Date”).

2. Until the Termination Date, the Company will pay to Mr. Horekens his present benefits. After the Termination Date, no benefits are due. The Company shall provide Mr. Horekens with a final settlement per the Termination Date subject to Dutch tax law.

3. Within 15 days after signature of this agreement, the Company shall pay Mr. Horekens a severance equal to EUR 290,757gross. The aforementioned amount is subject to Dutch

tax law. Payment will be made in a manner to be decided by Mr. Horekens, provided that any such direction shall be allowed from a tax law point of view and provided such directions shall not result in risks or extra costs for the Company. If Mr. Horekens wishes to apply (part of) the severance for an annuity or a standing right to periodic payments, the Company is entitled to request sufficient evidence for such annuity or standing right construction before any such payment will be made.

4. All belongings, including documents, keys, entrance cards, mobile phone, laptop (if any) and business credit cards of the Company and/or its affiliated companies in the Netherlands Mr. Horekens presently possesses, will be returned within 15 days after signature of this agreement.

5. Until and after the termination of the employment agreement, Mr. Horekens shall observe full confidentiality with respect to all matters relating to the Company and its affiliated companies and shall not in any manner disclose any information .Save as required by law, neither the Company and its affiliated companies nor Mr.Horekens shall without the consent in writing of the other party, disclose the terms of this agreement to any person other than to involved professional advisors, who require the information for necessary professional purposes. Parties shall in the future conduct themselves with respect to the other party within the confines of normal good behaviour. They shall not refer to the other party in the future vis-à-vis third parties in a negative way. Neither party shall co-operate in any publication and/or publicity about the other party without a written consent of the other party.

6. The Company shall pay the bonus for performance in 2003 in line with the bonus policy of the Company. One-third of such bonus, if any, will be paid in 2004 at the same time as for the other eligible executives of the Company. The applicable social security contributions and taxes will be withheld.

7. In the event that the Dutch tax administration or any other competent authority in this or any other jurisdiction should determine that additional income tax are or were due and payable on any part of the Payments made to Mr. Horekens by the Company in the context of the separation, then Mr. Horekens shall be solely liable for such claim and Mr Horekens will indemnify the Company or any Group Company against any claim that may be made upon it by any competent authority in this or any other jurisdiction for such tax .

8. This agreement is ruled by Dutch law and, without prejudice to the Departure agreements, fully and finally settles any and all claims that parties have or may have against each other, or against the affiliated companies of the Company, arising out of or in connection with the employment or services of Mr. Horekens or the termination thereof. This release does not apply however, to the discharge of Mr. Horekens as member of any Board of Management of the Company or any affiliated company, which discharge shall follow from the decisions of the relevant shareholders meeting with respect to the management of the Board of Management as per applicable rules of company law. It is, however, stated that there are no facts or circumstances known at present which bar such discharge.

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Thus agreed on 19.01 2004

/s/ Bob Kistinger	/s/ P.A. G. Horekens
Chiquita Banana Company B.V.	P.A.G. Horekens
Mr. Bob Kistinger
President COO of CBI

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Settlement Agreement

BETWEEN:	Chiquita International Services Group NV, having its registered office at Rijnkaai 37, 2000 Antwerpen, Belgium;
	for the purpose of this agreement represented by Mr Francis Kint, in his capacity as Vice President Sales North & Eastern Europe CISG;
	referred to as “the Company”;
AND:	Peter Anthony George Horekens, residing at Nachtvlinderslaan 19, 1000 Brussels, Belgium;
	referred to as “Mr Horekens”;

BACKGROUND:

As from July 14, 1997, Mr Horekens was appointed as Managing Director of the Company (hereafter “professional relationships”).

In mid-November 2003, the Company informed Mr Horekens of its decision to terminate the professional relationships, with effect as from 31 December 2003.

Mr Horekens agreed to co-operate with the termination process decided by the Company, subject to the financial consideration and terms and conditions provided for by this agreement (“Agreement”) and the other agreements referred to in this Agreement.

Indeed, Mr. Horekens and various group companies entered into various agreements in the context of Mr. Horekens cessation of all professional activities for such group companies (hereafter, the ‘Departure Agreements’.)

IT IS AGREED:

Article 1

1.

The termination of the professional relationships as decided by the Company will be effective as from 31 December 2003.

2.

Mr. Horekens accepts the Company’s decision to terminate the professional relationships and will co-operate to its implementation by formally resigning from his position as Managing Director of the Company, with effect as from 31 December 2003.

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ARTICLE 2

Subject to the covenants and obligations undertaken by Mr Horekens in this Agreement, the Company shall pay the following amounts to Mr Horekens, who accepts:

(a) Severance pay equal to a gross amount of EUR 290,757 which shall be paid at the latest by 29 February 2004;

(b) Bonus for performance in 2003: in line with the bonus policy of the Company. One third of such bonus, if any, will be paid in 2004 by the Company at the same time as for the other eligible executives of the Company.

These amounts shall be paid to Mr. Horekens, subject to applicable withholding tax.

ARTICLE 3

Mr Horekens resigns from all positions within the Company and affiliated companies, as per 31 December 2003. He agrees to co-operate in the formal proceedings to be taken to effect his resignations.

Annex I contains an overview of the board memberships or other positions Mr. Horekens presently holds and from which he accepts to resign.

ARTICLE 4

1.

The company will continue to pay into the group insurance with policy number 7612007 (46) Z7N (group) contracts: 94.362.280 and 281 which it has taken out at the benefit of Mr Horekens with Fortis AG, the company’s contributions, i.e. an amount of approximately 2,473.73 EUR per month during 20 months.

2.

On 31 December 2003 the Company will cease paying the contributions to Fortis AG to cover Mr Horekens’ hospital and disability insurance currently available under policy number 89.311.619 and 88.196.145 (“the Policy”). However, with the agreement of Fortis AG, Mr Horekens may remain a beneficiary under the Policy for 20 months under similar conditions, provided that he personally pays the contributions due under the Policy.

ARTICLE 5

1.

The Company agrees to reimburse to Mr Horekens all reasonable attorney and legal fees incurred by Mr Horekens in connection with claims asserted by third parties prior to 31 December 2005 with regard to the performance of the corporate mandates held by Mr. Horekens in the Company or any affiliated companies, as listed in Annex I, if the following requirements are met:

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(i) Mr Horekens will fully communicate the claims as asserted within 15 days of his gaining knowledge thereof;

(ii) Mr Horekens will communicate to the Company the statements of fees as submitted by his legal counsel;

(iii) The claims are not related to Mr Horekens gross negligence, wilful misconduct or criminally sanctioned liabilities.

2.

In case of dispute between Mr Horekens and the Company regarding what should be considered as the amount corresponding to “all reasonable attorney and legal fees” under section 1 of this Article 5, the most diligent party or the parties shall seek the advice of the bar authorities of the relevant jurisdiction and the parties shall be definitively bound by this advice. In any event, irrespective of the foregoing, the Company’s financial liability towards Mr Horekens under this Article shall be limited to EUR 10,000 for each jurisdiction where any such claims may be filed.

ARTICLE 6

The company shall provide Mr Horekens with the assistance of the tax consultant that used to handle its tax filings during the professional relationships with respect to amounts paid to Mr Horekens by Chiquita group companies in 2003 and 2004 including without being limited to the amounts provided for in this Agreement and the other Departure Agreements.

ARTICLE 7

In the event that the Belgian tax administration or any other competent authority in this or any other jurisdiction should determine that additional income tax are or were due and payable on any payment made by the Company in the context of the separation then Mr. Horekens shall be solely liable for such claim and Mr Horekens will indemnify the Company or any Group Company at their first request against any claim that may be made upon it by any competent authority in this or any other jurisdiction for such tax .

ARTICLE 8

1.

Mr Horekens may continue to use the Company car, type Jaguar, until January 31, 2004, subject to the approval by the leasing Company. Mr Horekens must use the car with due diligence and must return the car to Chiquita at the offices of the Company, in good condition on or before February 1, 2004. During this period, the Company will cover a reasonable amount of fuel.

2.

Mr. Horekens will be able to exercise 75% of the SAR’s granted to him in 2002 in the course of 2004. The SAR’s which have not been exercised before 31 December 2004, will however lapse.

All other SAR’s, stock options, rights on performance shares and rights on matching shares, granted to Mr. Horekens shall lapse immediately and without compensation on 31 December 2003.

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ARTICLE 9

All other belongings, including phone, laptop computer, and printer as well as documents, keys, entrance cards, and business credit cards of the Company or any other Company of the Group that Mr. Horekens presently possesses, will be returned at the latest at the date of signature of this agreement.

ARTICLE 10

After the termination of the professional relationship, Mr Horekens shall observe full confidentiality with respect to all matters relating to the Company and its affiliated companies and shall not in any manner disclose any information, or use such information to his own benefit.

ARTICLE 11

Save as required by law, neither the Company and its affiliated companies nor Mr Horekens shall without the consent in writing of the other party, disclose the terms of this Agreement to any person other than involved professional advisors, who require the information for necessary professional purposes. Parties shall in the future conduct themselves with respect to the other party within the confines of normal good behaviour. They shall not refer to the other party in the future vis-à-vis third parties in a negative way. Neither party shall co-operate in any publication and/or publicity about the other party without a written consent of the other party.

ARTICLE 12

1.

This Agreement is a settlement agreement within the meaning of article 2044 Belgian Civil Code.

Without prejudice to the Departure Agreements, Mr Horekens confirms that the payment, under this Agreement shall constitute the sole financial obligation of the Company and the CHIQUITA GROUP to him.

Without prejudice to the Departure Agreements, this Agreement puts an end to all disputes resulting from the performance or the termination of Mr Horekens’ professional relationships with the Company, as well as any other Company of the CHIQUITA GROUP.

Without prejudice to the Departure Agreements, the parties waive all rights and claims that they could invoke against each other, including by or against any associated or affiliated undertaking of the Company, concerning the performance or termination of the professional relationships, including errors in fact or in law and omission as to the nature and scope of the parties’ respective rights.

Without prejudice to the Departure Agreements, the compensation paid under Article 2 constitutes full and final consideration for any and all damages resulting from the performance and the termination of the professional relationships between Mr Horekens and any group company, in Belgium, Holland, France or any other part of the world.

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Mr Horekens undertakes to resign from all his corporate offices. In addition, he returns at the date of signature of this Agreement the shares that he holds within the Company and the other companies of the Group, as mentioned in Annex, without specific consideration.

2.

This Agreement is governed by Belgian law and, without prejudice to the Departure Agreements, fully and finally settles any and all claims that parties have or may have against each other, or against the affiliated companies of the Company, arising out of or in connection with the professional relationships of Mr. Horekens or the termination thereof.

Any dispute concerning this Agreement will be submitted to the exclusive jurisdiction of the Belgian Courts.

This Agreement was signed in Antwerp, on 19.01.04, in two originals. By signing this Agreement each party acknowledges having received one original.

read and approved

Mr Peter Horekens	THE COMPANY
/s/ Peter Horekens	/s/ Francis Kint
Mr Peter Horekens	Mr Francis Kint
(Signature preceded by the hand-written words “read and approved”)	Vice President Sales North & Eastern Europe CISG

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SETTLEMENT AGREEMENT

BETWEEN THE UNDERSIGNED

• Chiquita Compagnie des Bananes SA, whose registered office is at 38 rue du Séminaire, 94616 Rungis Cedex, France and which is registered at the Register of Companies and Businesses of Créteil under the number B 542 053 343, represented by Mr Bob Kistinger, President COO of CBI;

(hereafter the “Company”)

AND

• Mr Peter Anthony George Horekens residing at Nachtvlinderslaan 19, 1000 Brussels, Belgium;

(hereafter “Mr Horekens”)

hereafter the “Parties”.

DEFINITIONS

For the purposes of this Agreement, “Confidential Information”, “Group” and “Control” will have the following meanings:

• “Confidential Information” means all direct and indirect information whether oral or written, known by Mr Horekens within the scope of his activities or concerning the business of the Company, administrative, commercial or financial matters, technology (including software), products, customers of the Company or any company of the Group. This information includes, inter alia, without this list being exhaustive (i) information relating to the methods and product development, (ii) the names and addresses of the current or potential clients of the Company and of the Group, (iii) pricing and sales strategies, technical matters and concepts, (iv) trade secrets except for information in the public domain or known by Mr Horekens before being appointed a corporate officer of the Company.

• “Group” comprises any company whatever its legal form, French or foreign, which directly or indirectly, as owner or through one or more intermediate companies, Controls, is Controlled by or is under the same Control as the Company.

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• “Control” means the direct or indirect ownership, as direct owner or through intermediate companies, of at least 50% of the shares to which the voting rights are attached or otherwise a relationship in which the Controlled company is accustomed to acting in accordance with the directions of the Controlling company.

“Departure Agreements” means the agreements entered into between Mr Horekens and various group companies in the context of his cessation of all professional relationships for such group companies.

IT BEING UNDERSTOOD THAT:

1. Facts

Mr Horekens was appointed as Managing Director of the company. On 18th March, 2003, he was appointed Chairman of the Board of the Company.

In mid-November, 2003, the Group informed Mr Horekens of its decision to terminate his corporate mandates with the Company with effect as from 31 December 2003.

Mr Horekens has decided to co-operate with the termination process decided by the Group by resigning from his corporate mandates. However, Mr Horekens considered that the decision to terminate the corporate mandates with the Company resulted in him suffering professional loss and informed the Company of his intention to challenge the decision in the relevant court.

2. Reconciliation

The Parties commenced discussions and these negotiations have continued for a considerable time.

Neither of the Parties is willing to accept fully the other Party’s argument but each Party recognises the fact that the corporate mandates have been terminated.

The Parties have agreed to put an end to their dispute and, after having made mutual concessions, now enter into this settlement agreement, the terms of which are set out below.

IT HAS CONSEQUENTLY BEEN DECIDED THAT:

ARTICLE 1

Mr Horekens accepts the Company’s decision to terminate his corporate mandates as Chairman of the Board and Managing Director (“Président Directeur Général”) of the Company and Mr Horekens will co-operate with the Company’s decision by formally resigning from these corporate mandates with effect from 31 December, 2003.

Mr Horekens confirms that he was not an employee of the Company. Consequently, the dismissal procedure was not applicable to the termination of his relationship with the Company and he was not entitled to receive any dismissal indemnities.

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Mr Horekens confirms that he has returned the share(s) that he holds in the Company.

ARTICLE 2

As consideration for the termination of Mr Horekens’s corporate mandates, the Company will pay to Mr Horekens a total, definitive, gross lump sum settlement payment of an amount of 290,757 (the “Settlement Payment”) at the latest on 29 February 2004.

One third of the total amount of the bonus for performance in 2003, if any, will be paid by the Company in line with the bonus policy of the Group. This bonus, if any, will be paid in 2004 by the Company at the same time as for the other individuals of the Group who are eligible to receive this bonus.

As for all other previous payments made to Mr Horekens in connection with his corporate mandates, the amounts mentioned above will be subject to the payment in the Netherlands of all applicable social security contributions due, if any by the respective Parties at the date of the payments.

A pay slip providing details of the payment of the above amounts will duly be provided to Mr Horekens.

ARTICLE 3

The Settlement Payment settles all disputes resulting from the conditions surrounding and the reasons for the termination of Mr Horekens’s corporate mandates. This payment will indemnify Mr Horekens for all professional loss that he has suffered or may suffer as a result of the termination of his corporate mandates.

ARTICLE 4

Without prejudice to the Departure Agreements, Mr Horekens confirms that he has no further rights or claims against the Company or any other company in the Group arising out of his corporate mandates and/or the termination of his corporate mandates or his relationship with the Company and irrevocably undertakes to waive:

(i) all existing or future claims relating to his corporate mandates or their termination or his relationship with the Company that he may have against the Company or any other past, present or future legal entity (irrespective of its legal form) or its successor belonging to the Group; and

(ii) all existing or future claims relating to his corporate mandates or their termination or his relationship with the Company that he may have against any past, present or future shareholder, corporate officer, manager, employee, agent or representative of the Company or any other past, present or future legal entity (irrespective of its legal form) or its successor belonging to the Group; and

(iii) all claims for any amount (e.g. salary, bonus, business expenses, dismissal indemnity or compensation for unfair or irregular dismissal etc.) relating to Mr Horekens’s corporate mandates or their termination or his relationship with the Company.

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ARTICLE 5

At the date of signature of this agreement, Mr Horekens confirms that he has returned to the Company all property, materials or documents belonging to the Company and/or any Group company as well as any Confidential Information and he undertakes not to use or disclose any Confidential Information for himself or on behalf of any other person other than the Company or any Group company, without the express agreement of the Company.

ARTICLE 6

Mr Horekens agrees that he is fully aware of his situation in relation to social security and tax matters and agrees that any questions in these respects will not affect this agreement.

Mr Horekens confirms that he has taken the necessary time to consider these provisions before signing this agreement.

In the event that the French tax administration or any other competent authority in this or any other jurisdiction should determine that additional income tax are or were due and payable on any payment made by the Company in the context of the separation then Mr. Horekens shall be solely liable for such claim and Mr Horekens will indemnify the Company or any Group Company at their first request against any claim that may be made upon it by any competent authority in this or any other jurisdiction for such tax .

ARTICLE 7

The Parties undertake: (i) to keep both this agreement and the conditions under which Mr Horekens’s corporate mandates have been terminated confidential and (ii) not to disclose any of the terms of this agreement to a third party except where legally required to do so by the relevant social security and/or tax authorities.

ARTICLE 8

The Parties enter into this agreement in accordance with articles 2044 and the following articles of the French Civil code. This agreement settles definitively all present and future disputes between the Parties relating to the performance or termination of Mr Horekens’s corporate mandates and his relationship with the Company and results in the waiver of all rights, actions and claims accordingly.

ARTICLE 9

The terms of this agreement constitute the entire agreement and understanding between the Parties and supersede and replace all other agreements and negotiations (whether implied or express, orally or in writing) between the Parties.

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ARTICLE 10

The terms of this agreement shall be governed by and construed in accordance with French Law. The Parties agree to submit to the exclusive jurisdiction of the French Courts as regards any claim or matter arising from this agreement.

Executed in Brussels

On 19.01.04

In two original copies

approved as a settlement without reservation and as a waiver and discontinuance of all action and litigation

/s/ Peter Horekens	/s/ Bob Kistinger
Mr Horekens	On behalf of the Company,
	Mr Bob Kistinger
	President COO of CBI

(After having initialed all pages, the Parties must write the following above the relevant signature “approved as a settlement without reservation and as a waiver and discontinuance of all action and litigation”)

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Non-Competition Agreement

BETWEEN:	Chiquita International Services Group NV, having its registered office at Rijnkaai 37, 2000 Antwerpen, Belgium;
	For the purpose of this agreement represented by Bob Kistinger, in his capacity as President COO of CBI, and Mr Francis Kint, in his capacity as Vice President Sales North & Eastern Europe CISG;
	referred to as “The Company” ;
AND:	Peter Anthony George Horekens, residing at Nachtvlinderslaan 19, 1000 Brussels, Belgium; referred to as “Mr Horekens”;

BACKGROUND:

As from July 14, 1997, Mr Horekens was appointed as Managing Director of the Company (hereafter “professional relationships”).

In mid-November 2003, the Company informed Mr Horekens of its decision to terminate the professional relationships, with effect as from 31 December 2003.

Mr Horekens agreed to cooperate with the termination process decided by the Company, subject to the financial consideration and terms and conditions provided for in various agreements.

Mr Horekens has considerable experience within the business of import, export, transportation and processing of fresh and preserved fruits.

In that context the Parties have agreed that Mr Horekens will sign a non competition covenant on the terms and conditions set out below (hereafter “Agreement”).

IT IS AGREED:

ARTICLE 1.

Until 31 December 2004, Mr. Horekens undertakes not to solicit, promote business with, be a shareholder holding more than 5% of the shares, or be employed or involved with in any way, directly or indirectly, either for his own account or for the account of others, in an employment agreement or in any consulting arrangement or in any other manner, formally or informally, in or with any Company as listed in Annex I to this Agreement that operates or intends to operate in a line or lines of business of import, export, transportation and processing of fresh and preserved fruits similar to the Company and/or its affiliated companies without prior written consent of the Company. This obligation of non-compete with respect to the companies listed in Annex I will be world-wide.

ARTICLE 2.

As compensation for Mr Horekens ‘s undertaking in article 1, the Company will pay to Mr Horekens a one-off gross lump sum of EUR 150,000 EUR.

This amount will be paid to Mr Horekens, on 29 February 2004, subject to applicable tax withholding.

ARTICLE 3.

Mr Horekens may request for the Company’s approval to carry out activities in, for or to the benefit of an excluded company, as listed in Annex I:

If he wishes to solicit or promote any kind of business, as described in article 1, with a company listed in Annex I; and

If he has serious and reasonable arguments defending that his activities in, for or to the benefit of that company cannot in any way impede or prevent competition, nor render it more difficult for the Company.

The Company will take his request into consideration. Only a clear and written approval can exempt Mr Horekens from his obligation under article 1. The company does not need to motivate its refusal.

ARTICLE 4.

If Mr Horekens breaches the undertaking in article 1, he must reimburse to the Company the compensation that he received pursuant to clause 2.

ARTICLE 5.

This agreement is governed by Belgian law.

Any dispute concerning this Agreement shall be submitted to the exclusive jurisdiction of the Belgian courts.

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This Agreement is signed in Antwerp, on 19.01.04, in two originals. By signing this Agreement each party acknowledges having received one original.

Mr Horekens read and approved	The Company
/s/ Peter Horekens	/s/ Bob Kistinger
Mr Horekens	Mr Bob Kistinger
(Signature preceded by the hand-written words “read and approved”)	President COO of CBI
	/s/ Francis Kint
	Mr Francis Kint
	Vice President Sales North & Eastern Europe CISG

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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 modifies and improves 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 one member of the Audit Committee, Roderick M. Hills, 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/    FERNANDO AGUIRRE	/s/    JAMES B. RILEY	/s/    WILLIAM A. TSACALIS
Chief Executive Officer	Chief Financial Officer	Chief Accounting Officer

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Exhibit 13

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

OVERVIEW

In March 2002, Chiquita Brands International, Inc. completed a financial restructuring (limited to the parent holding company) when its pre-arranged Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Plan” or “Plan of Reorganization”) became effective. References 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 need for the Chapter 11 restructuring was caused by significantly diminished operating results primarily due to the implementation by the European Union (“EU”) of a discriminatory quota and licensing regime in the early 1990’s, which significantly decreased the Company’s banana volume sold into Europe, and by the weakness of major European currencies in relation to the U.S. dollar during the late 1990’s.

The restructuring under Chapter 11 resulted in a new reporting entity and the election of a new board of directors and Chief Executive Officer. The new management undertook a thorough analysis of the entire Company and, in late 2002, announced plans to divest non-core assets, restructure or sell the Company’s canning subsidiary, Chiquita Processed Foods (“CPF”), reduce costs through targeted programs, reduce debt, maintain the Company’s market position in the EU, and, ultimately, leverage existing assets into new businesses. In accordance with these plans, during 2003 the Company sold several businesses and investments (including CPF), used the proceeds to significantly reduce debt, and launched a new fresh-cut fruit business. In addition, in March 2003 the Company completed the acquisition of a German distributor of fresh fruits and vegetables, Atlanta AG (“Atlanta”), which has annual sales of approximately $1.2 billion and had been Chiquita’s largest customer in Europe. Accordingly, the Company’s results of operations from 2001 to 2003 will not necessarily be indicative of future results.

The EU regulatory regime relating to the importation of bananas, most recently revised in 2001, is subject to further revisions due to the addition of ten new countries to the EU in May 2004, and the scheduled conversion of the regulatory regime from a tariff rate quota to a tariff-only regime not later than 2006. In connection with the enlargement of the EU in 2004, the EU Commission has announced it will allocate new licenses in a manner consistent with the 2001 agreement, but it has not yet announced the size of the new quota. Until the details of the new regulatory framework are announced and implemented, the Company cannot predict the impact of new EU regime changes on its operations and financial results, and there can be no assurance the regulatory changes will not have a material adverse effect on the Company.

Beginning in 2002, the euro began to strengthen against the dollar, causing the Company’s sales and profits to increase as a result of the favorable exchange rate conversion of euro-denominated sales to U.S. dollars. Partially in response to the favorable exchange rates, the euro price at which the Company’s products are sold in Europe has decreased, which has partially offset the impact of favorable exchange rate conversions. As such, the Company’s revenues have not changed in direct correlation to exchange rate movements. The Company’s results will continue to be significantly affected by currency changes in Europe and, should the euro begin to weaken against the dollar, there can be no assurance that the Company will be able to offset this unfavorable currency movement with an increase to its euro pricing for bananas and other fresh produce. The Company seeks to reduce its exposure to adverse effects of

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Exhibit 13

euro exchange movements in any given year by purchasing euro option, forward and zero-cost collar hedging contracts.

Other factors, including prices, weather disruptions, and other market and competitive conditions, also impact the ability to predict financial results based on prior performance. For example, in 1998, flooding from Hurricane Mitch destroyed vast areas of banana cultivations in Honduras and Guatemala, which required $94 million in capital expenditures for farm rehabilitation. By contrast, the Company was not affected in 2003 by any significant weather disruptions.

Generally accepted accounting principles do not permit combining the results of the Reorganized Company with those of the Predecessor Company in the financial statements. Accordingly, the Consolidated Statement of Income does not present results for the twelve months ended December 31, 2002. Financial highlights for 2003 compared to 2002 include the following:

• Net sales for 2003 were $2,614 million compared to $1,140 million for the nine months ended December 31, 2002 and $446 million for the three months ended March 31, 2002. Approximately 80% of the increase was due to the acquisition of Atlanta, which was completed in March 2003.

• Net income for 2003 was $99 million, or $2.46 per share. The Company’s 2002 results consisted of: (1) a first-quarter net loss of $398 million, which included $286 million of charges related to the Company’s bankruptcy and implementation of fresh start accounting, and a charge of $145 million for a change in the method of accounting for goodwill; and (2) net income of $13 million, or $0.33 per share, for the nine months ended December 31, 2002.

• Operating income for 2003 was $140 million, compared to $26 million for the nine months ended December 31, 2002 and $41 million for the three months ended March 31, 2002, prior to the Company’s emergence from bankruptcy.

• Operating income for 2003 included $41 million of net gains on asset sales, primarily the Armuelles, Panama banana division and several equity method investment joint-ventures, and $25 million of charges related to severance, losses on sales and write-downs of Atlanta assets, and shut-down of banana farms.

• Operating income in 2002 included $21 million of charges, which resulted from the shut down of poor-performing operations at Atlanta ($12 million); flooding in Costa Rica and Panama ($5 million); and severance associated with Company cost-reduction programs ($4 million).

• In 2003, the Company realized cost reductions of $51 million associated with tropical production, logistics, advertising and overhead, which were largely offset by $25 million of increased purchased fruit, fuel and paper costs, $11 million of increased incentive compensation, and $4 million of increased implementation expenses associated with cost-reduction programs ($8 million in 2003 versus $4 million in 2002).

• In 2003, Chiquita sold assets for approximately $270 million, including the sale of CPF for approximately $110 million in cash, $13 million in stock, and debt assumed by the buyer.

• The Company reduced its debt from $517 million at December 31, 2002, which included debt of discontinued operations such as CPF, to $395 million at December 31, 2003.

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Exhibit 13

OPERATIONS

The Company historically reported two business segments, Fresh Produce and Processed Foods. The Fresh Produce segment included the sourcing, transportation, marketing and distribution of bananas and a wide variety of other fresh fruits and vegetables. The Processed Foods segment consisted primarily of CPF, the Company’s vegetable canning division, which accounted for more than 90% of the net sales in the segment. In May 2003, the Company sold CPF (see Note 2 to the Consolidated Financial Statements) and, in March 2003, completed the acquisition of Atlanta (see Note 7). Chiquita’s operations in the other fresh produce business increased substantially with the acquisition of Atlanta, which has annual sales of approximately $1.2 billion, of which $900 million is non-banana fresh produce. As a result of the sale of CPF and the acquisition of Atlanta, the Company’s internal reporting of the results of its business units changed, and the Company now has the following reportable segments: Bananas and Other Fresh Produce. The acquisition of Atlanta was the primary cause of increases to the Company’s sales, cost of sales and selling, general and administrative costs in 2003 compared to previous years.

The following table provides net sales and operating income on a segment basis:

	Reorganized Company						Predecessor Company
(In thousands)	Year Ended Dec. 31, 2003			Nine Months Ended Dec. 31, 2002			Three Months Ended Mar. 31, 2002		Year Ended Dec. 31, 2001
Net sales
Bananas	$	1,579,900		$	989,214		$	351,830	$	1,242,558
Other Fresh Produce		979,245			120,228			86,251		189,413
Other		54,403			30,582			8,065		33,009
Total net sales	$	2,613,548		$	1,140,024		$	446,146	$	1,464,980
Segment operating income (loss)
Bananas	$	132,618		$	43,323		$	38,059	$	42,930
Other Fresh Produce		(3,868	)		(20,408	)		1,768		(22,022	)
Other		11,636	*		2,586			751		1,714
Total operating income	$	140,386		$	25,501		$	40,578	$	22,622

* Includes $7 million gain on the sale of the Company’s investment in Mundimar Ltd., a Honduran palm-oil joint venture.

Banana Segment

Net sales

Banana segment net sales for 2003 increased 18% versus 2002 due to the acquisition of Atlanta, increased sales volume, and favorable European exchange rates, partially offset by lower local currency pricing for bananas in Europe. Banana net sales for 2002 increased 8% versus 2001 due to favorable currency exchange rates and increased volume in Europe and North America, partially offset by lower local pricing in both Europe and North America.

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Exhibit 13

Operating income

2003 compared to 2002. Banana segment operating income for 2003 was $133 million. Banana segment operating income was $43 million for the nine months ended December 31, 2002 and $38 million for the three months ended March 31, 2002. The improvement in banana segment operating income of $52 million is primarily due to the following items:

• $51 million from lower production, logistics, advertising and overhead costs;

• $21 million gain on the sale of the Armuelles banana production division;

• $6 million net benefit from European currency and banana pricing, comprised of $136 million of increased revenue from favorable European exchange rates, offset by $71 million in lower local pricing in the Company’s core Europe, Eastern European and Mediterranean markets, $30 million in increased hedging costs, $19 million in increased European costs due to the stronger euro, and $10 million less in balance sheet translation gains;

• $6 million from increased banana volume in Europe and North America;

• $5 million of charges incurred in 2002 related to flooding in Costa Rica and Panama (no significant flooding charges were incurred in 2003); and

• $8 million in lower depreciation expense, primarily related to reductions in asset values recorded in conjunction with the Company’s emergence from bankruptcy in March 2002.

These favorable items were partially offset by:

• $25 million of higher costs associated with purchased fruit, fuel and paper;

• $11 million of higher personnel costs related to incentive compensation;

• $4 million of increased costs, primarily severance, associated with the Company’s cost-reduction programs; and

• $5 million adverse effect of North American banana pricing.

The following tables present the 2003 percentage change compared to 2002 for the Company’s banana prices and banana volume:

	Q1		Q2		Q3		Q4		Year
Banana Prices
North America	3	%	-4	%	-1	%	-2	%	-1	%
European Core Markets
U.S. Dollars	11	%	12	%	3	%	18	%	12	%
Local Currency	-9	%	-10	%	-10	%	0	%	-7	%
Central and Eastern Europe/ Mediterranean
U.S. Dollars	4	%	-3	%	-8	%	2	%	-2	%
Local Currency	-15	%	-22	%	-20	%	-14	%	-19	%
Asia
U.S. Dollars	-7	%	0	%	1	%	12	%	0	%
Local Currency	-18	%	-7	%	-1	%	6	%	-5	%
Banana Volume
North America	-5	%	1	%	3	%	9	%	2	%
European Core Markets	3	%	10	%	-1	%	-1	%	3	%
Central and Eastern Europe/ Mediterranean	-16	%	-2	%	40	%	13	%	6	%
Asia	7	%	6	%	23	%	16	%	14	%

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Exhibit 13

The Company’s banana sales volumes of 40-pound boxes were as follows:

(In millions, except percentages)	2003	2002	% Change
European Core Markets	47.5	46.2	2.8	%
Central and Eastern Europe/ Mediterranean	16.5	15.6	5.8	%
North America	55.1	54.1	1.8	%
Total	119.1	115.9	2.8	%

The Company is a 50% owner of a joint venture serving the Far East, which had banana sales volume of 13.9 million and 12.2 million boxes during 2003 and 2002, respectively.

The Company has entered into option, forward and zero-cost collar contracts to hedge its risks associated with euro exchange rate movements. Costs associated with the Company’s hedging program were $38 million in 2003 and $8 million in 2002. The increase in 2003 costs is associated with losses the Company sustained on forward and zero-cost collar contracts as the euro strengthened during 2003. These costs reduced the favorable impact of the exchange rate on U.S. dollar realizations of euro sales. At December 31, 2003, unrealized losses of $29 million on the Company’s forward, zero-cost collar and option contracts are included in accumulated other comprehensive income, and these losses are expected to be reclassified to net income in 2004. Beginning in late 2003, the Company began to purchase put options rather than entering into forward and zero-cost collar contracts. Purchased put options require an upfront premium payment, and reduce the negative earnings impact that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars.

2002 compared to 2001. The $38 million improvement in banana segment operating income in 2002 compared to 2001 primarily 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 Far East joint venture operations due to higher banana prices, and a $28 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 and higher advertising costs of $15 million. Additional profit from higher banana sales volume was offset by higher tropical production costs. Banana results in 2002 also included charges of $19 million primarily related to flooding in the tropics, severance and other cost-reduction program costs, and Atlanta losses on asset sales. In 2001, banana results include $28 million of charges primarily related to the closure of farms and a labor strike and related labor issues at the Company’s Armuelles division.

Other Fresh Produce Segment

Net sales

Other Fresh Produce net sales increased by $773 million to $979 million in 2003, primarily due to the acquisition of Atlanta in March 2003. Net sales for 2002 increased by 9% compared to 2001 due to increased volumes, particularly in melons and grapes.

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Exhibit 13

Operating income

2003 compared to 2002. The Other Fresh Produce segment incurred an operating loss of $4 million in 2003. The operating loss was $20 million for the nine months ended December 31, 2002 and operating income of $2 million was generated for the three months ended March 31, 2002. Other Fresh Produce operating results benefited by $15 million in 2003 compared to 2002 from the following favorable items:

• $11 million from improvements and consolidation of Atlanta’s other fresh produce business and increased pineapple and grape sales; and

• $8 million of gains associated with the sale of shares of Chiquita Brands South Pacific and other equity method investments.

These favorable items were partially offset by $4 million of increased charges at Atlanta related to severance and losses on asset sales and write-downs. See Note 7 to the Consolidated Financial Statements for further information on the Atlanta charges.

2002 compared to 2001. The $3 million improvement in Other Fresh Produce results in 2002 compared to 2001 primarily relates to higher sales volumes and reduced operating costs. These improvements were mostly offset by a $3 million tax settlement and $8 million of charges and write-downs incurred by Atlanta, which prior to its acquisition in 2003 was accounted for as an equity investee. These charges 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.

Interest, Financial Restructuring and Taxes

Interest expense in 2003 was $42 million, which was $5 million higher than the prior year. Interest expense increased $4 million due to the acquisition of Atlanta and related debt and $6 million due to higher interest expense on parent company debt because no interest was accrued on parent company debt while the Company was in Chapter 11 proceedings during the first quarter of 2002. These items were offset by a $5 million decrease in subsidiary interest expense due to 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, $63 million of which was associated with discontinued operations. See Note 16 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. U.S. federal income tax expense is low because most of the Company’s corporate overhead costs and interest expense are U.S.-based and deductible for federal tax purposes against U.S. income. In 2002, income tax expense includes a $4 million benefit from a 2002 tax law that changed the calculation of the Company’s 2001 U.S. alternative minimum tax liability. See Note 14 to the Consolidated Financial Statements for further information about the Company’s income taxes.

Discontinued Operations

In May 2003, the Company sold CPF to Seneca Foods Corporation for $110 million of cash and approximately 968,000 shares of Seneca preferred stock convertible into an equal number of shares of Seneca Common Stock Class A. Seneca also assumed CPF debt, which was $61 million on the sale date

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Exhibit 13

($81 million at December 31, 2002). The Company recognized a $9 million gain on the transaction, and the gain is included in discontinued operations for 2003.

In April 2003, the Company sold a port operation of Atlanta for approximately $10 million in cash. A gain of $3 million was recognized in discontinued operations during the 2003 second quarter. Additionally, throughout 2003 the Company has sold or agreed to sell several other Atlanta subsidiaries for a loss of $4 million.

In January 2003, the Company sold Progressive Produce Corporation (“Progressive”), a California packing and distribution company, for approximately $7 million in cash. A $2 million gain on this sale was recognized in discontinued operations in the 2003 first quarter.

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. The Company recognized a gain of $10 million on this transaction in discontinued operations in the fourth quarter of 2002.

In addition to the gains on sale, the discontinued operations caption includes the operating results of these companies for all income statement periods presented in which they were owned.

Subsequent Event

In January 2004, the Company confirmed it is having discussions regarding the potential sale of its banana-producing and port operations in Colombia to Invesmar Ltd., the holding company of C.I. Banacol S.A., a Colombian-based producer and exporter of bananas. The discussions also involve a potential long-term agreement for Chiquita’s purchase of Colombian bananas. There can be no assurance that these discussions will lead to an agreement or a transaction. Chiquita currently produces approximately 11 million boxes of bananas in Colombia, which represents about 10% of its volume sourced from Latin America.

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 described under “Critical Accounting Policies and Estimates” below.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources Information

Cash received from the sales of CPF and other assets caused the Company’s cash balance to increase to $134 million at December 31, 2003. Other balance sheet amounts increased at December 31, 2003 compared to December 31, 2002 as a result of the acquisition of Atlanta (these are described in detail in Note 7 to the Consolidated Financial Statements).

Operating cash flow was $75 million in 2003, $27 million in the nine months ended December 31, 2002, $(13) million in the three months ended March 31, 2002 and $26 million in 2001. Operating cash flow in 2003 reflects $17 million in statutory severance payments made to approximately 3,000 employees whose employment was terminated upon completion of the sale of the Armuelles division in

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Exhibit 13

June 2003. 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.

Capital expenditures were $51 million for 2003, $32 million for the nine months ended December 31, 2002, $3 million for the three months ended March 31, 2002 and $14 million in 2001. Prior to and during the bankruptcy, the Company minimized its capital expenditures, while the 2003 capital expenditures reflected a more normal level of capital spending. Capital expenditures included $14 million in 2003 and $14 million in 2002 to purchase a ship in each period; the ships were formerly under operating lease to the Company. Capital expenditures in 2003 included $8 million to set up and equip a fresh-cut fruit processing facility; the Company expects to continue to expand its fresh-cut fruit business. Capital expenditures in 2003 also included $7 million for implementation of a global business processing system; this system implementation will continue throughout 2004 and 2005.

The following table summarizes the Company’s contractual obligations for future cash payments at December 31, 2003, which are primarily associated with debt principal repayments, operating leases and long-term banana purchase contracts:

(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		135,365		38,875		48,695		30,290		17,505
Notes and loans payable		9,195		9,195		—		—		—
Operating leases		129,626		48,658		43,004		19,257		18,707
Purchase commitments		939,165		249,654		212,025		170,436		307,050
	$	1,463,351	$	346,382	$	303,724	$	219,983	$	593,262

The Company’s purchase commitments consist primarily of long-term contracts to purchase bananas from third party producers. The terms of these contracts, which set the price for the committed fruit to be purchased, range from one to fifteen years. However, many of these contracts are subject to price renegotiations every one to two years. Therefore, the Company is only committed to purchase bananas at the contract price until the renegotiation date. The purchase obligations included in the table are based on the estimated production volume the Company is committed to purchase until the renegotiation date and the contract purchase price. The banana purchase commitments reflected in the table above represent normal and customary operating commitments in the industry. Most of the 2004 banana volume to be purchased is reflected above, as the Company has secured and committed to its banana sources for the upcoming year. Substantially all of the contracts provide for minimum penalty payments that are less than the amounts included in the table above in situations in which the Company purchases less than the committed volume of bananas.

Total debt at December 31, 2003 was $395 million versus $517 million (including discontinued operations) at December 31, 2002. The reduction in debt resulted from the sales of assets and operating cash flow. During 2003, the Company sold assets for approximately $270 million, including the sale of CPF for approximately $110 million in cash, $13 million in stock, and debt assumed by the buyer. The reductions were offset by the addition of a new $65 million term loan upon the acquisition of Atlanta in March 2003, $14 million for the purchase of a ship that had previously been under operating lease to the Company, and $16 million resulting from the consolidation of Chiquita-Enza (described in Note 8 to the Consolidated Financial Statements).

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Exhibit 13

The following table illustrates the change in the debt balances from December 31, 2002 to December 31, 2003:

	December 31,
(In thousands)	2003		2002
Parent Company
10.56% Senior Notes	$	250,000	$	250,000
Subsidiaries
CBI facility
Revolver		—		—
Term loan		—		64,350
New term loan for Atlanta		9,798		—
Shipping		108,436		109,917
Chiquita-Enza		16,123		—
Other		10,203		12,230
Total debt, excluding CPF		394,560		436,497
CPF - sold in May 2003		—		80,954
Total debt, including CPF	$	394,560	$	517,451

The $250 million of Senior Notes mature on March 15, 2009. Beginning in March 2005, the Notes are callable by the Company at a price of 105.28%, declining to par value in 2008. Prior to March 2005, substantial premiums are associated with any call of the Notes by the Company, as described in Note 10 to the Consolidated Financial Statements. These Notes were issued by Chiquita Brands International, Inc. (“CBII”), the parent holding company, and are not secured by any of the assets of CBII or any of its subsidiaries. Interest payments of $13 million on the Senior Notes are payable semiannually. The indenture for the Senior Notes contains dividend payment restrictions that, at December 31, 2003, limited the aggregate amount of dividends that could be paid by CBII to $25 million. The indenture has additional restrictions related to asset sales, incurrence of additional indebtedness, granting of liens, sale-leaseback transactions, investments and acquisitions, business activities, and related-party transactions.

Of the subsidiary debt, $108 million is indebtedness secured by the Company’s ships. This indebtedness matures in installments of $19-$25 million per year from 2004 through 2007, and $8-$10 million per year from 2008 to 2010. The Company’s ships were built through a series of capital expenditures in the late 1980s and early 1990s and have remaining useful lives of 10-15 years.

The Company’s operating subsidiary, Chiquita Brands, Inc. (“CBI”), now known as Chiquita Brands L.L.C., has a secured bank credit facility (“the CBI facility”) comprised of the following parts:

• An $86 million revolving line of credit, of which $9 million had been used to issue letters of credit and no borrowings were outstanding at December 31, 2003 (letters of credit were $4 million and no borrowings were outstanding at December 31, 2002);

• A term loan to support the operations of CBI, which had been paid in full at December 31, 2003 ($64 million at December 31, 2002) and cannot be re-borrowed; and

• A term loan to a subsidiary of CBI to support the operations of Atlanta (“Term B Loan”), which had an outstanding balance of $10 million at December 31, 2003 (the Term B Loan was not in place at December 31, 2002).

The CBI 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 Senior Notes (provided CBI meets certain liquidity tests), income taxes and permitted CBII overhead (see Note 10 to the Consolidated Financial Statements). Because of these cash distribution restrictions from CBI to CBII, and because CBII

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Exhibit 13

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 CBI 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. This variable rate debt expires in June 2004 and, accordingly, the Term B Loan amount outstanding is classified as long-term debt due within one year. The Company has held discussions with lenders relating to negotiating a new revolving credit facility or extending the term of the existing facility.

Chiquita sold CPF to Seneca Foods Corporation in May 2003 as previously described. Other significant amounts of cash proceeds from asset sales during 2003 included $21 million from the sale of a Honduran palm oil joint venture, $15 million from the sale of the Armuelles, Panama banana production division, $14 million from the sale of shares in Chiquita Brands South Pacific, $7 million from the sale of Progressive Produce Company, $10 million from the sale of a port operation of Atlanta, and $7 million from the sale of two domestic distribution facilities.

The Company believes that the cash flow generated by operating subsidiaries, the cash received from the sale of CPF and other assets, and its borrowing capacity provide sufficient cash reserves and liquidity to fund the Company’s working capital needs, capital expenditures and debt service requirements.

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. The securities issued pursuant to the Plan and the fresh start adjustments are described in Note 16 to the Consolidated Financial Statements. CBII’s general unsecured creditors (other than the holders of the Predecessor Company’s senior notes and subordinated debentures) 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, and none of their creditors were affected.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company’s significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements. The additional discussion below addresses major judgments used in:

• reviewing the carrying values of intangibles;

• reviewing the carrying values of property, plant and equipment; and

• accounting for pension and tropical severance plans.

Review of Carrying Values of Intangibles

Trademark

At December 31, 2003, 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. The year-end 2003 carrying value was supported by an updated appraisal which indicated that no impairment was present

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Exhibit 13

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 11.75%, and an income tax rate of 37% applied to the royalty cash flows. The valuation is sensitive to the royalty rate assumption. A one-half percentage point change to the royalty rate could impact the appraisal by up to $70 million.

Goodwill

Substantially all of the Company’s $43 million of goodwill relates to its acquisition of Atlanta during 2003. The Company estimated the fair value of Atlanta based on expected future cash flows generated by Atlanta discounted at 12%. Based on this calculation, there was no indication of impairment and, as such, no write-down of the goodwill carrying value was required. A change to the discount rate of one percentage point would affect the calculated fair value of Atlanta by approximately $5 million. Also, a $1 million change per year in the expected future cash flows would affect the calculated fair value of Atlanta by approximately $5 million.

Review of Carrying Values of Property, Plant and Equipment

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, 2003 and 2002 did not reveal any instances in which an impairment charge was required.

Pension and Tropical Severance Plans

Significant assumptions used in the actuarial calculation of the Company’s defined benefit pension and tropical pension plans 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 6.0% and 6.5% at December 31, 2003 and 2002, respectively, 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 for the tropical severance plans were 8.5% and 9.0% at December 31, 2003 and 2002, respectively, 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 for domestic plans was decreased to 5.0% in 2003 from 6.0% in 2002. The long-term rate of compensation increase assumed for tropical severance plans was lowered in 2002 to 5.0% from 6.0%. Both decreases reflected the Company’s expectations regarding wage increases. The long-term rate of return on plan assets was assumed to be 8.0% for domestic plans for each of the last three years. Actual rates of return were substantially higher during 2003, 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.

12

Exhibit 13

RISKS OF INTERNATIONAL OPERATIONS

The Company conducts operations in many foreign countries. Information about the Company’s operations by geographic area is in Note 15 to the Consolidated Financial Statements. 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. 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 will lead to an increase in the EU’s banana tariff rate quota volume and the issuance of additional banana import licenses. In March 2004, the European Commission published regulations governing the allocation of the new licenses and stated that the allocation will be consistent with the 2001 agreement. However, the Commission did not announce the size of the quota increase and may not do so before April 2004. At this stage, management cannot predict the number or share of new licenses it will receive or the impact that the EU’s decisions on enlargement will have on prices and other market conditions for the sale of bananas in the EU, and there can be no assurance that the 2004 enlargement will not have a material 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 no later than 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. In February 2004, the Commission informally indicated its intention to seek implementation of a tariff-only system prior to 2006. Accordingly, there can be no assurance that the tariff rate quota system will remain unchanged through 2005, that a tariff-only system will not be implemented until after 2005 or that, if implemented, the tariff levels established will not be materially adverse to marketers of Latin American bananas, such as the Company.

The Company has international operations in many foreign countries, including those in Central and South America, the Philippines and La Côte d’Ivoire. The Company must continually evaluate the risks in these countries, including Colombia, where an unstable environment has made it increasingly difficult to do business. The Company’s activities are subject to risks inherent in operating in these countries, including government regulation, currency restrictions and other restraints, burdensome taxes, risks of expropriation, threats to employees, political instability and terrorist activities, including extortion, and

13

Exhibit 13

risks of action by U.S. and foreign governmental entities in relation to the Company. Should such circumstances occur, the Company might need to curtail, cease or alter its activities in a particular region or country. Chiquita’s ability to deal with these issues may be affected by applicable U.S. laws. The Company is currently dealing with one such issue, which it has brought to the attention of the appropriate U.S. authorities who are reviewing the matter. Management currently believes that the matter can be resolved in a manner that is not material to the Company, although there can be no assurance in this regard.

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. 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, forward and zero-cost collar contracts (principally euro contracts) to hedge sales denominated in foreign currencies. The potential loss on these contracts from a hypothetical 10% increase in euro currency rates at both December 31, 2003 and 2002 would be approximately $24 million. However, the Company expects that any loss on these contracts would tend to be more than offset by an increase in the dollar realization of the underlying sales denominated in foreign currencies.

Chiquita’s interest rate risk arises from its fixed and variable rate debt (see Note 10 to the Consolidated Financial Statements). Of the $395 million total debt at December 31, 2003, approximately $320 million, or 81%, was fixed-rate debt, and $75 million, or 19%, was variable-rate debt. Fixed-rate debt was primarily comprised of the Company’s $250 million 10.56% Senior Notes. The adverse change in fair value of the Company’s fixed-rate debt from a hypothetical 10% decrease in interest rates would be approximately $4 million at both December 31, 2003 and 2002.

The Company’s transportation costs are exposed to the risk of rising fuel prices. To reduce this risk, the Company enters into fuel swap contracts that would offset potential increases in the market fuel prices. The potential loss on these swap contracts from a hypothetical 10% decrease in fuel oil prices would be approximately $2 million at December 31, 2003 and $1 million at December 31, 2002. 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.

The Company changed its method of market risk presentation from using a value-at-risk model to using the sensitivity analysis presented above in order to provide further clarity and understanding regarding the Company’s financial instrument market risks.

(See Note 9 to the Consolidated Financial Statements for additional discussion of the Company’s hedging activities.)

14

Exhibit 13

*******

This Annual Report contains certain information that may be deemed to be statements that are “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 enlargement of the EU in 2004 and the anticipated conversion to a tariff-only regime not later than 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; risks inherent in operating in foreign countries, including government regulation, currency restrictions and other restraints, burdensome taxes, risks of expropriation, threats to employees, political instability and terrorist activities, including extortion, and risks of action by U.S. and foreign governmental entities in relation to the Company; and other market and competitive conditions. See Risks of International Operations for further information.

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

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, 2003 and 2002 (Reorganized Company), and the related consolidated statements of income, shareholders’ equity, and cash flow for the year ended December 31, 2003 (Reorganized Company), the nine months ended December 31, 2002 (Reorganized Company), the three months ended March 31, 2002 (Predecessor Company), and the year ended December 31, 2001 (Predecessor Company). These financial statements, appearing on pages 17 to 53, 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, 2003 and 2002, and the consolidated results of its operations and its cash flows for the year ended December 31, 2003, the nine month period ended December 31, 2002, the three month period ended March 31, 2002, and the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

As more fully described in Note 16 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 described in Note 1 to the Consolidated Financial Statements, in 2003 the Company changed its method of accounting for employee stock options and variable interest entities, and in 2002 the Company changed its method of accounting for goodwill and other intangible assets.

/s/ Ernst & Young

Cincinnati, Ohio

February 12, 2004

16

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENT OF INCOME

	Reorganized Company*						Predecessor Company*
(In thousands, except per share amounts)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Net sales	$	2,613,548		$	1,140,024		$	446,146		$	1,464,980
Operating expenses
Cost of sales		2,224,658			941,469			346,500			1,201,549
Selling, general and administrative		249,668			150,605			42,191			174,150
Depreciation		36,823			22,449			16,877			66,659
Gain on sale of equity method investments		(16,829	)		—			—			—
Gain on sale of Armuelles division		(21,158	)		—			—			—
		2,473,162			1,114,523			405,568			1,442,358
Operating income		140,386			25,501			40,578			22,622
Interest income		3,227			2,937			624			7,830
Interest expense		(42,450	)		(30,260	)		(7,555	)		(111,235	)
Financial restructuring items		—			—			(222,341	)		(33,604	)
Income (loss) from continuing operations before income taxes and cumulative effect of a change in method of accounting		101,163			(1,822	)		(188,694	)		(114,387	)
Income taxes		(5,300	)		(4,800	)		(1,000	)		(5,800	)
Income (loss) from continuing operations before cumulative effect of a change in method of accounting		95,863			(6,622	)		(189,694	)		(120,187	)
Discontinued operations:
Financial restructuring items		—			—			(63,481	)		—
Income (loss) from operations		(6,161	)		9,994			(125	)		1,419
Gain on disposal of discontinued operations		9,504			9,823			—			—
Income (loss) before cumulative effect of a change in method of accounting		99,206			13,195			(253,300	)		(118,768	)
Cumulative effect of a change in method of accounting for goodwill		—			—			(144,523	)		—
Net income (loss)	$	99,206		$	13,195		$	(397,823	)	$	(118,768	)
Dividends in arrears on old preferred and preference stock		—			—			—			(11,809	)
Net income (loss) attributed to common shares	$	99,206		$	13,195		$	(397,823	)	$	(130,577	)

17

	Reorganized Company*					Predecessor Company*
(In thousands, except per share amounts)	Year Ended December 31, 2003		Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Net income (loss) per common share - basic:
Continuing operations	$	2.40	$	(0.17	)	$	(2.42	)	$	(1.80	)
Discontinued operations		0.08		0.50			(0.81	)		0.02
Before cumulative effect of a change in method of accounting		2.48		0.33			(3.23	)		(1.78	)
Cumulative effect of a change in method of accounting		—		—			(1.85	)		—
Net income (loss)	$	2.48	$	0.33		$	(5.08	)	$	(1.78	)
Net income (loss) per common share - diluted:
Continuing operations	$	2.38	$	(0.17	)	$	(2.42	)	$	(1.80	)
Discontinued operations		0.08		0.50			(0.81	)		0.02
Before cumulative effect of a change in method of accounting		2.46		0.33			(3.23	)		(1.78	)
Cumulative effect of a change in method of accounting		—		—			(1.85	)		—
Net income (loss)	$	2.46	$	0.33		$	(5.08	)	$	(1.78	)
Pro forma for accounting change:
Continuing operations			$	11,408		$	(207,724	)
Discontinued operations				19,817			(63,606	)
Before cumulative effect of a change in method of accounting				31,225			(271,330	)
Cumulative effect of a change in method of accounting				—			(144,523	)
Net income (loss)			$	31,225		$	(415,853	)
Pro forma for accounting change (per share):
Continuing operations			$	0.28		$	(2.65	)
Discontinued operations				0.50			(0.81	)
Before cumulative effect of a change in method of accounting				0.78			(3.46	)
Cumulative effect of a change in method of accounting				—			(1.85	)
Net income (loss)			$	0.78		$	(5.31	)

* See Notes to Consolidated Financial Statements, including Note 1 describing the Reorganized Company and Predecessor Company.

18

Chiquita Brands International, Inc.

CONSOLIDATED BALANCE SHEET

	December 31,
(In thousands, except share amounts)	2003		2002
ASSETS
Current assets
Cash and equivalents	$	134,296	$	52,885
Trade receivables, less allowances of $13,066 and $7,023, respectively		292,522		186,280
Other receivables, net		84,289		73,137
Inventories		193,968		173,368
Prepaid expenses		17,528		14,045
Other current assets		15,347		4,588
Total current assets		737,950		504,303
Property, plant and equipment, net		440,978		308,316
Investments and other assets, net		93,377		146,083
Trademark		387,585		387,585
Goodwill		43,219		—
Assets of discontinued operations		3,610		295,954
Total assets	$	1,706,719	$	1,642,241
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes and loans payable	$	9,195	$	5,375
Long-term debt of subsidiaries due within one year		38,875		36,326
Accounts payable		264,373		130,829
Accrued liabilities		144,230		87,813
Total current liabilities		456,673		260,343
Long-term debt of parent company		250,000		250,000
Long-term debt of subsidiaries		96,490		144,796
Accrued pension and other employee benefits		81,899		98,069
Other liabilities		62,414		80,982
Liabilities of discontinued operations		1,897		178,762
Total liabilities		949,373		1,012,952
Shareholders’ equity
Common stock, $.01 par value (40,037,281 and 39,846,755 shares outstanding, respectively)		400		398
Capital surplus		630,868		625,589
Retained earnings		112,401		13,195
Accumulated other comprehensive income (loss)		13,677		(9,893	)
Total shareholders’ equity		757,346		629,289
Total liabilities and shareholders’ equity	$	1,706,719	$	1,642,241

See Notes to Consolidated Financial Statements.

19

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands)	Common shares		Preferred and preference stock			Common stock			Capital surplus			Retained earnings (deficit)			Accumulated other comprehensive income (loss)			Total shareholders’ equity
PREDECESSOR COMPANY*
DECEMBER 31, 2000	66,705		$	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	11,508			(113,746	)		115			113,631			—			—			—
Other	60			—			1			1,344			—			—			1,345
DECEMBER 31, 2001	78,273			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	(39,207	)		(139,729	)		(392	)		(268,830	)		927,891			40,799			559,739
REORGANIZED COMPANY*
MARCH 31, 2002	39,066			—			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	781			—			7			13,227			—			—			13,234

20

(In thousands)	Common shares	Preferred and preference stock		Common stock		Capital surplus		Retained earnings (deficit)		Accumulated other comprehensive income (loss)			Total shareholders’ equity
DECEMBER 31, 2002	39,847		—		398		625,589		13,195		(9,893	)		629,289
Net income	—		—		—		—		99,206		—			99,206
Unrealized translation gain	—		—		—		—		—		32,340			32,340
Change in minimum pension liability	—		—		—		—		—		2,774			2,774
Sale of equity method investments	—		—		—		—		—		(4,548	)		(4,548	)
Change in fair value of cost investment available for sale	—		—		—		—		—		7,265			7,265
Changes in fair value of derivatives	—		—		—		—		—		(39,494	)		(39,494	)
Losses reclassified from OCI into net income	—		—		—		—		—		25,233			25,233
Comprehensive income														122,776
Share and stock option issuances	190		—		2		5,279		—		—			5,281
DECEMBER 31, 2003	40,037	$	—	$	400	$	630,868	$	112,401	$	13,677		$	757,346

* See Notes to Consolidated Financial Statements, including Note 1 describing the Reorganized Company and Predecessor Company.

21

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENT OF CASH FLOW

	Reorganized Company*						Predecessor Company*
(In thousands)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
CASH PROVIDED (USED) BY:
OPERATIONS
Income (loss) from continuing operations before cumulative effect of a change in method of accounting	$	95,863		$	(6,622	)	$	(189,694	)	$	(120,187	)
Financial restructuring items		—			—			209,480			16,991
Depreciation and amortization		36,823			22,449			16,877			70,023
Parent company interest expense not paid		—			—			—			77,672
Banana sourcing asset write-downs and charges		3,158			1,677			2,279			15,147
Atlanta write-downs and losses on asset sales		8,100			—			—			—
Collection of tax refund		—			—			—			9,456
Gain on sale of equity method investments		(16,829	)		—			—			—
Gain on sale of Armuelles division		(21,158	)		—			—			—
Severance payments for Armuelles division		(16,713	)		—			—			—
Changes in current assets and liabilities
Trade receivables		(10,865	)		6,050			(61,610	)		(9,550	)
Other receivables		(4,768	)		2,761			2,518			7,388
Inventories		(15,891	)		3,400			(6,090	)		(1,327	)
Prepaid expenses and other current assets		(1,881	)		23,566			(20,055	)		(1,217	)
Accounts payable and accrued liabilities		23,236			(16,504	)		28,747			(40,516	)
Other		(4,206	)		(9,741	)		4,125			2,525
CASH FLOW FROM OPERATIONS		74,869			27,036			(13,423	)		26,405
INVESTING
Capital expenditures		(51,044	)		(31,925	)		(2,561	)		(14,208	)
Hurricane Mitch insurance proceeds		—			—			—			6,393
Long-term investments		—			(2,534	)		—			(16,543	)
Proceeds from sale of:
Equity method investments		38,942			—			—			—
Armuelles division		14,953			—			—			—
Ships		—			54,150			—			—
Other property, plant and equipment		15,057			4,183			164			9,687
Consolidation of Chiquita-Enza		7,579			—			—			—
Refundable cash deposits		2,391			14,777			1,269			(14,500	)
Other		1,128			1,863			(1,526	)		238
CASH FLOW FROM INVESTING		29,006			40,514			(2,654	)		(28,933	)
FINANCING
Issuances of long-term debt		79,351			13,915			200			73,874
Repayments of long-term debt		(224,351	)		(87,163	)		(7,933	)		(94,030	)
CBI credit facility amendment and other fees		(4,478	)		(374	)		(7,393	)		—
Increase (decrease) in notes and loans payable		124			(19,905	)		18,554			(11,702	)
Proceeds from exercise of stock options		1,911			—			—			—
CASH FLOW FROM FINANCING		(147,443	)		(93,527	)		3,428			(31,858	)
Discontinued operations		124,979			24,202			(1,289	)		13,727
Increase (decrease) in cash and equivalents		81,411			(1,775	)		(13,938	)		(20,659	)
Balance at beginning of period		52,885			54,660			68,598			89,257
Balance at end of period	$	134,296		$	52,885		$	54,660		$	68,598

* 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 16.

CONSOLIDATION - The Consolidated Financial Statements include the accounts of CBII, controlled majority-owned subsidiaries and any entities that are not controlled but require consolidation in accordance with FASB Interpretation No. 46, “Consolidation of Variable Interest Entities - an interpretation of ARB No. 51,” (collectively, “Chiquita” or the “Company”). Intercompany balances and transactions have been eliminated.

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 approximate 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 previously reserved in the allowance are credited to income.

INVENTORIES - Inventories are valued at the lower of cost or market. Cost for growing crops and certain fresh produce inventories is determined on the “last-in, first-out” (LIFO) basis. Cost for other inventory categories, including other fresh produce, is determined on the “first-in, first-out” (FIFO) or average cost basis. Banana and other fresh produce inventories represent costs associated with boxed bananas and other fresh produce not yet sold. Growing crop inventories represent the costs associated with growing banana plants on Company-owned farms that have not yet been harvested. Materials and supplies primarily represent growing and packaging supplies maintained on Company-owned farms. Inventory costs are comprised of the purchase cost of materials and, in addition, for bananas and other fresh produce grown on Company farms, tropical production labor and overhead.

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INVESTMENTS - Investments representing minority interests are accounted for by the equity method when Chiquita has the ability to exercise significant influence over the investees’ operations. Investments not publicly traded that the Company does not significantly influence are valued at cost. Publicly traded investments that the Company does not have the ability to significantly influence are accounted for as available-for-sale securities at fair value. Unrealized holding gains or losses on available-for-sale securities are excluded from operating results and are recognized in shareholders’ equity (accumulated other comprehensive income) until realized. The Company assesses declines in the fair value of individual investments to determine whether such declines are other-than-temporary and the investment impaired.

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. 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 20 years for machinery and equipment. Cultivations represent the costs to plant and care for the banana plant until such time that the root system can support commercial quantities of fruits, as well as the costs to build levees, drainage canals, and other farm infrastructure to support the banana plants. The Company reviews the carrying value of its property, plant and equipment when impairment indicators are noted. No impairment indicators were noted at December 31, 2003 and 2002.

INTANGIBLES - 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. Reviews for impairment at December 31, 2003 and 2002 of goodwill and the Chiquita trademark indicated that no impairment charges were necessary. The Company supports its trademark value on a fair value basis through an independent appraisal using a “relief-from-royalty” method. Goodwill is associated with the Company’s Atlanta reporting unit (see Note 7), and is tested for impairment by comparing the market value of Atlanta, based on discounted future cash flows, with its carrying value. Net income for 2001 would have been $6 million ($0.08 per share) higher if the non-amortization provisions of SFAS No. 142 had been adopted as of January 1, 2001.

REVENUE RECOGNITION - The Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed or determinable, and collectibility is reasonably assured. For the Company, this point occurs when the product is delivered to, and title to the product passes to, the customer.

STOCK-BASED COMPENSATION - Effective January 1, 2003, on a prospective basis, the Company began using the fair value method under SFAS No. 123, “Accounting for Stock-Based Compensation,” to recognize stock option expense in its results of operations for new stock options granted after December 31, 2002. Prior to January 1, 2003, the Company accounted for stock options using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” The Company also grants restricted stock awards. Fair value of the option and stock awards are determined at the grant date and expensed over the vesting period of the award. With respect to stock appreciation rights (“SARs”), the Company records expense 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.

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The table below illustrates the effect of stock compensation expense on all periods as if the Company had always applied the fair value method:

	Reorganized Company						Predecessor Company
(In thousands)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Income (loss) before stock compensation expense	$	102,103		$	13,195		$	(397,823	)	$	(118,768	)
Stock compensation expense included in net income (loss)		(2,897	)		—			—			—
Net income (loss)		99,206			13,195			(397,823	)		(118,768	)
Pro forma stock compensation expense*		(7,452	)		(7,452	)		(902	)		(3,607	)
Pro forma net income (loss)	$	91,754		$	5,743		$	(398,725	)	$	(122,375	)
Basic earnings per common share:
Income (loss) before stock compensation expense	$	2.55		$	0.33		$	(5.08	)	$	(1.78	)
Stock compensation expense included in net income (loss)		(0.07	)		—			—			—
Net income (loss)		2.48			0.33			(5.08	)		(1.78	)
Pro forma stock compensation expense*		(0.19	)		(0.19	)		(0.01	)		(0.05	)
Pro forma net income (loss)	$	2.29		$	0.14		$	(5.09	)	$	(1.83	)
Diluted earnings per common share:
Income (loss) before stock compensation expense	$	2.53		$	0.33		$	(5.08	)	$	(1.78	)
Stock compensation expense included in net income (loss)		(0.07	)		—			—			—
Net income (loss)		2.46			0.33			(5.08	)		(1.78	)
Pro forma stock compensation expense*		(0.19	)		(0.19	)		(0.01	)		(0.05	)
Pro forma net income (loss)	$	2.27		$	0.14		$	(5.09	)	$	(1.83	)

* Represents the additional amount of stock compensation expense that would have been included in net income (loss) had the Company applied the fair value method under SFAS No. 123 for awards issued prior to 2003, when the Company began expensing options.

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.

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FOREIGN EXCHANGE - Chiquita utilizes the U.S. dollar as its functional currency, except for its Atlanta AG operations and operations in France, which use the euro as their functional currency.

On January 1, 2001, the Company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. 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 if the derivative does not qualify for hedge accounting or other comprehensive income (“OCI”) if the derivative does qualify for hedge accounting. 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, forward and zero-cost collar contracts. These options, forwards and zero-cost collars 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, forward and zero-cost collar contracts are 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 9 for additional discussion of the Company’s hedging activities.

NEW ACCOUNTING PRONOUNCEMENTS - FASB Interpretation No. 46, “Consolidation of Variable Interest Entities – an interpretation of ARB No. 51,” was issued in January 2003. This interpretation addresses consolidation by business enterprises of variable interest entities. The interpretation requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiary. The Company’s investment in Chiquita-Enza Chile Ltda. (“Chiquita-Enza”), a producer and distributor of non-banana fresh fruit, which was previously accounted for as an equity method investment, qualifies for consolidation under the interpretation and, as a result, the Company began consolidating Chiquita-Enza on July 1, 2003.

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 started to recognize stock option expense based on the fair value method for new stock options granted after December 31, 2002. See “Stock-Based Compensation” above and Note 12 for additional information.

ACCOUNTING CHANGE - In the first quarter of 2003, the Company changed its method of accounting for certain tropical production and logistics expenses of its banana operations during interim periods. Previously, the Company used a standard costing method which allocated those costs evenly throughout the year on a per box basis. The Company has now adopted a costing method which recognizes costs as incurred. The accounting change has no effect on total-year costs or results.

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Note 2 - Discontinued Operations and Divestitures

Discontinued Operations

In May 2003, the Company sold Chiquita Processed Foods (“CPF”) to Seneca Foods Corporation for $110 million in cash and approximately 968,000 shares of Seneca preferred stock convertible into an equal number of shares of Seneca Common Stock Class A, which was recorded at its estimated fair value of $13 million on the sale date. At any time after January 1, 2004, Chiquita has the rights to request Seneca to register either the preferred stock, or the common stock into which it is convertible, under the Securities Act of 1933, and Seneca (subject to certain exceptions) has the obligation to use its best efforts to effect the registration; this would enable Chiquita to sell the shares. Seneca also assumed CPF debt, which was $61 million on the sale date ($81 million at December 31, 2002). The Company recognized a $9 million gain on the transaction, and the gain is included in discontinued operations for 2003. CPF had income (loss) from operations of $(5) million during 2003 and $5 million during 2002.

In April 2003, the Company sold an Atlanta port operation for approximately $10 million in cash, resulting in a gain of $3 million during the 2003 second quarter. Also in 2003, the Company sold or agreed to sell certain other Atlanta operations, including Atlanta fresh produce operations in Italy and in France, for losses totaling $4 million. Goodwill write-offs included in these amounts were $5 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. A $2 million gain on this sale was recognized in discontinued operations in the 2003 first quarter. During 2002, Progressive generated approximately $1 million of income from 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. The Company recognized a gain of $10 million on this transaction in discontinued operations in the fourth quarter of 2002. During 2002, Castellini generated income from operations of approximately $4 million.

Beginning with the 2003 third quarter, the Company revised its business segments (see Note 15). The financial information of Castellini, Progressive and the Atlanta operations were previously included in the old Fresh Produce business segment, and CPF was previously included in the old Processed Foods business segment. Their results are now included as discontinued operations in the Consolidated Financial Statements for all periods presented in which they were owned. Income (loss) from discontinued operations presented below includes interest expense on debt assumed by the buyers for amounts of $2 million for 2003, $4 million for the nine months ended December 31, 2002, $2 million for the three months ended March 31, 2002 and $11 million for 2001.

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Financial information for Castellini, Progressive, the Atlanta operations and CPF follows:

	Reorganized Company					Predecessor Company
(In thousands)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002		Three Months Ended March 31, 2002			Year Ended December 31, 2001
Net sales	$	156,286		$	601,236	$	185,756		$	787,489
Financial restructuring items	$	—		$	—	$	(63,481	)	$	—
Income (loss) from operations		(6,161	)		9,994		(125	)		1,419
Gain on sale		9,504			9,823		—			—
Income (loss) from discontinued operations	$	3,343		$	19,817	$	(63,606	)	$	1,419

	December 31,
(In thousands)	2003		2002
Assets of discontinued operations:
Current assets	$	2,696	$	247,692
Property, plant and equipment		868		41,451
Investments and other assets		46		6,811
	$	3,610	$	295,954
Liabilities of discontinued operations:
Current liabilities	$	1,897	$	120,685
Long-term debt		—		47,007
Other liabilities		—		11,070
	$	1,897	$	178,762

Other Divestitures

In June 2003, the Company sold the assets of its Armuelles, Panama banana production division for $20 million to a worker cooperative led by members of the Armuelles banana workers’ union. In connection with this transaction, the cooperative signed a 10-year contract to supply Chiquita with fruit at market prices. Sales proceeds included $15 million in cash financed by a Panamanian bank and a $5 million note from the worker cooperative. This note will be repaid to the Company through an agreed-upon discount to the price per box payable by Chiquita during the first half of the fruit purchase contract. As part of the transaction, Chiquita paid $20 million in workers’ severance and certain other liabilities of the Armuelles division, which had been previously accrued. The Company recognized a gain of $21 million on the sale of Armuelles assets and settlement of its severance liabilities.

The Company recorded a net gain on the sale of equity method investments of $17 million in 2003 (see Note 8). 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.

Subsequent Event

In January 2004, the Company confirmed it is having discussions regarding the potential sale of its banana-producing and port operations in Colombia to Invesmar Ltd., the holding company of C.I. Banacol S.A., a Colombian-based producer and exporter of bananas. The discussions also involve a

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potential long-term agreement for Chiquita’s purchase of Colombian bananas. There can be no assurance that these discussions will lead to an agreement or a transaction. Chiquita currently produces approximately 11 million boxes of bananas in Colombia, which represents about 10% of its volume sourced from Latin America.

Note 3 - Earnings Per Share

Basic and diluted earnings per common share (“EPS”) are calculated as follows:

	Reorganized Company					Predecessor Company
(In thousands, except per share amounts)	Year Ended December 31, 2003		Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Income (loss) from continuing operations before cumulative effect of a change in method of accounting	$	95,863	$	(6,622	)	$	(189,694	)	$	(120,187	)
Discontinued operations		3,343		19,817			(63,606	)		1,419
Income (loss) before cumulative effect of a change in method of accounting		99,206		13,195			(253,300	)		(118,768	)
Cumulative effect of a change in method of accounting for goodwill		—		—			(144,523	)		—
Net income (loss)		99,206		13,195			(397,823	)		(118,768	)
Dividends in arrears on preferred and preference stock		—		—			—			(11,809	)
Net income (loss) attributed to common shares	$	99,206	$	13,195		$	(397,823	)	$	(130,577	)
Weighted average common shares outstanding (used to calculate basic EPS)		39,989		39,967			78,273			73,347
Stock options, warrants and other stock awards		410		—			—			—
Shares used to calculate diluted EPS		40,399		39,967			78,273			73,347
Basic net income (loss) per common share:
Continuing operations	$	2.40	$	(0.17	)	$	(2.42	)	$	(1.80	)
Discontinued operations		0.08		0.50			(0.81	)		0.02
Before cumulative effect of a change in method of accounting		2.48		0.33			(3.23	)		(1.78	)
Cumulative effect of a change in method of accounting for goodwill		—		—			(1.85	)		—
Net income (loss)	$	2.48	$	0.33		$	(5.08	)	$	(1.78	)
Diluted net income (loss) per common share:
Continuing operations	$	2.38	$	(0.17	)	$	(2.42	)	$	(1.80	)
Discontinued operations		0.08		0.50			(0.81	)		0.02
Before cumulative effect of a change in method of accounting		2.46		0.33			(3.23	)		(1.78	)
Cumulative effect of a change in method of accounting for goodwill		—		—			(1.85	)		—
Net income (loss)	$	2.46	$	0.33		$	(5.08	)	$	(1.78	)

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The weighted average common shares outstanding for the Reorganized Company include 40,999 shares held in a “rabbi trust” for certain members of management.

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 a new series of common stock (“Common Stock”).

The assumed conversions to common stock of the Company’s previously outstanding stock options, preferred stock and preference stock, and the Company’s currently 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 previously outstanding stock options and preferred and preference stock were all cancelled pursuant to the Company’s Plan of Reorganization (see Note 16). In connection with and following the financial restructuring, new stock options, stock awards and warrants to purchase common stock were issued.

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. 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 4 - Inventories

Inventories consist of the following:

	December 31,
(In thousands)	2003		2002
Bananas	$	41,635	$	32,446
Other fresh produce		10,135		2,929
Processed food products		7,592		6,318
Growing crops		91,456		93,518
Materials, supplies and other		43,150		38,157
	$	193,968	$	173,368

The carrying value of inventories valued by the LIFO method was approximately $113 million at December 31, 2003 and $99 million at December 31, 2002. At current costs, these inventories would have been approximately $8 million and $34 million higher than the LIFO values at December 31, 2003 and 2002, respectively.

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Note 5 - Property, Plant and Equipment

Property, plant and equipment consist of the following:

	December 31,
(In thousands)	2003			2002
Land	$	32,761		$	18,087
Buildings and improvements		143,756			36,621
Machinery and equipment		180,739			59,955
Ships and containers		173,834			173,965
Cultivations		50,824			40,714
		581,914			329,342
Accumulated depreciation		(140,936	)		(21,026	)
	$	440,978		$	308,316

The property, plant and equipment balances were significantly affected by the acquisition of Atlanta (see Note 7).

Note 6 - Leases

Total rental expense consists of the following:

	Reorganized Company						Predecessor Company
(In thousands)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Gross rentals
Ships and containers	$	69,682		$	52,307		$	18,345		$	60,553
Other		28,317			14,711			4,990			18,541
		97,999			67,018			23,335			79,094
Sublease rentals		(807	)		(5,527	)		(2,207	)		(1,140	)
	$	97,192		$	61,491		$	21,128		$	77,954

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.

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Future minimum rental payments required under operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2003 are as follows:

(In thousands)	Ships and containers		Other		Total
2004	$	30,160	$	18,498	$	48,658
2005		10,188		13,886		24,074
2006		6,952		11,978		18,930
2007		4,036		8,737		12,773
2008		488		5,996		6,484
Later years		1,003		17,704		18,707

Portions of the minimum rental payments for ships constitute reimbursement for ship operating costs paid by the lessor.

Note 7 - Acquisition of German Distributor

On March 27, 2003, the Company acquired the remaining equity interests in Scipio GmbH & Co., a German limited partnership that owns Atlanta AG and its subsidiaries (collectively, “Atlanta”). Atlanta is the primary distributor of Chiquita products in Germany and Austria and had been the Company’s largest customer in Europe for many years. Prior to the acquisition, Chiquita had held a 5% limited partnership interest in Atlanta and loans secured by pledges of substantially all of its other limited partnership interests, and accounted for this investment under the equity method. Chiquita had made the loans in the late 1980s and early 1990s in order to strengthen its relationship with Atlanta. The loans had been made to four companies that had used the proceeds to purchase substantially all of the limited partnership interests in Atlanta. Under the terms of the acquisition, the Company exchanged its interests in the loans for the corresponding underlying Atlanta limited partnership interests. After this exchange, Chiquita owned 97% of Atlanta. The Company also acquired the general partnership interest and all of the remaining limited partnership interests in a step-acquisition. The total cash paid by the Company to acquire all of the equity interests in Atlanta was approximately $1 million. Coinciding with the acquisition, the CBI credit facility was amended and restated to add a new $65 million term loan (the “Term B Loan”) to a subsidiary of CBI, the proceeds of which were loaned to Atlanta and used to repay existing Atlanta lenders. The Term B Loan was paid down to $10 million during 2003. See Note 10 for more information on the CBI credit facility.

Starting with the second quarter of 2003, Atlanta’s results were fully consolidated in Chiquita’s financial statements. The acquisition of Atlanta increased the Company’s 2003 net sales by $828 million. For the nine months ended December 31, 2003, Atlanta’s operating loss was $8 million, which included $13 million of charges comprised of losses of $8 million on sales and write-downs of investments and $5 million of severance and other costs. The Atlanta losses on sales and write-downs of investments were non-cash charges that were expensed to cost of sales as incurred. Severance and other costs associated with the restructuring program were primarily included in selling, general and administrative expenses, and substantially all amounts expensed were paid in cash by the end of the year. Approximately two-thirds of the charges were associated with the Other Fresh Produce segment, and the remainder was related to the Banana segment. The Company expects to incur $7 million to $10 million of charges related to completion of the Atlanta restructuring in 2004.

Atlanta’s first quarter 2003 net loss of $4 million, which was primarily due to severance costs and asset write-downs, was included in Chiquita’s cost of sales because Atlanta was an investment accounted

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for under the equity method prior to the March 27, 2003 acquisition. Atlanta’s net income (loss) of $(14) million for the nine months ended December 31, 2002, $0 for the three months ended March 31, 2002 and $2 million for the year ended December 31, 2001 were included in Chiquita’s cost of sales. Atlanta’s net loss for the nine months ended December 31, 2002 included $12 million of charges related to severance, asset write-downs and costs associated with the closure of poor performing units, and the disposal of non-core assets.

The balance sheet of Atlanta is consolidated in the Company’s Consolidated Balance Sheet at December 31, 2003. At December 31, 2002, prior to acquisition of Atlanta, the Company’s balance sheet included an equity method investment in Atlanta of $44 million, and trade receivables from Atlanta of $45 million. Summarized balance sheet information for Atlanta, including the subsidiary of CBI that incurred the Term B Loan to repay Atlanta lenders, follows:

	December 31,
(In thousands)	2003		2002
Cash	$	17,400	$	4,500
Other current assets, primarily trade receivables		151,400		131,600
Property, plant and equipment, net		102,300		95,400
Investments and other long-term assets		8,200		28,200
Goodwill		43,200		30,900
Total assets	$	322,500	$	290,600
Notes payable	$	9,000	$	52,200
Long-term debt due within one year		9,800		—
Other current liabilities, primarily trade payables*		196,600		156,500
Long-term liabilities		12,000		43,900
Total liabilities	$	227,400	$	252,600

^* Includes amounts owed to Chiquita subsidiaries at December 31, 2003 and December 31, 2002 of approximately $55 million and $45 million, respectively.

Note 8 - Equity Method Investments

The following information relates to all Company investments accounted for using the equity method, including Atlanta through the date of its acquisition in March 2003 (see Note 7). The Company’s share of the net income or loss associated with these equity method investments is included in cost of sales. Chiquita’s share of the income (loss) of these affiliates, excluding gains and losses on the sales of the investments, was $8 million in 2003, $(5) million in the nine months ended December 31, 2002, $3 million in the three months ended March 31, 2002 and $(3) million in 2001, and its investment in these companies totaled $30 million at December 31, 2003 and $103 million at December 31, 2002. The Company’s share of undistributed earnings from equity method investments totaled $18 million at December 31, 2003 and $33 million at December 31, 2002. The Company’s carrying value of equity method investments held at December 31, 2002 was approximately $36 million less than the Company’s proportionate share of the investees’ underlying net assets. Of this amount, $22 million was associated with the property, plant and equipment of the underlying investees and was being amortized over the associated remaining useful lives of the underlying assets. As a result of the Company’s sale or consolidation of its interest in several of the equity method investments described below, at December 31, 2003, the carrying value was $21 million less than the Company’s proportionate share of the investees’ underlying net assets, and the amount associated with the property, plant and equipment of the underlying investees was not significant.

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The Company recorded a net gain on the sale of equity method investments of $17 million in 2003, as a result of the following transactions:

• Sale of its 50% interest in Mundimar Ltd., a Honduran producer and distributor of palm-oil based products, for $21 million in cash, which resulted in a $7 million gain in the fourth quarter 2003;

• Reduction of the Company’s ownership of Chiquita Brands South Pacific (“CBSP”), an Australian fresh produce distributor, to approximately 10% from approximately 28%. The Company received $14 million in cash from the sale of the shares and realized a $10 million gain on the sale in the third quarter 2003;

• Sale of its minority interest in Keelings Ltd., a fruit and vegetable distributor in Ireland, in exchange for 100% ownership of Keelings’ banana subsidiaries in Scotland and England. This transaction resulted in a $1 million loss in the third quarter 2003;

• Sale of its minority interest in a small German fruit distributor in exchange for a ship and $1 million in cash, which resulted in a $3 million gain in the third quarter 2003; and

• Sale of its joint venture interest in The Packers of Indian River Ltd., a Florida citrus producer and packer for $3 million in cash. The Company recognized a $2 million loss in the 2003 second quarter associated with this sale.

Because of the reduction in ownership of CBSP at the end of the third quarter, the Company no longer has significant influence over the operating and financial policies of CBSP. As such, the Company no longer uses the equity method of accounting for this investment. These publicly-traded CBSP shares are considered available-for-sale securities and, at December 31, 2003, have a market value of $10 million.

FASB Interpretation No. 46, “Consolidation of Variable Interest Entities – an interpretation of ARB No. 51” was issued in January 2003. This interpretation addresses consolidation by business enterprises of variable interest entities. The interpretation requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiary. The Company’s investment in Chiquita-Enza Chile Ltda. (“Chiquita-Enza”), a producer and distributor of non-banana fresh fruit, which was previously accounted for as an equity method investment, qualifies for consolidation under the interpretation and, as a result, the Company began consolidating Chiquita-Enza on July 1, 2003. This consolidation resulted in an increase in the Company’s long-term debt, including the portion due within one year, of approximately $18 million. After repayments of $2 million in the third quarter 2003, Chiquita-Enza’s debt was $16 million at December 31, 2003. This debt is secured by the consolidated assets of Chiquita-Enza, which were $34 million at December 31, 2003, and is non-recourse to other Chiquita subsidiaries. The consolidation did not result in any change to the Company’s equity. Chiquita-Enza has approximately $70 million in annual sales, about half of which are made to other Chiquita subsidiaries.

The Company has investments in 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. Following the 2003 dispositions described above, the investment in Chiquita-Unifrutti JV comprises the majority of the Company’s equity method investment balance at December 31, 2003.

Including sales to Atlanta, sales by Chiquita to equity method investees were approximately $120 million in 2003 and approximately $200 million for 2002 and 2001. The decrease occurred as a result of the acquisition of Atlanta in March 2003. Purchases from equity method investees were approximately $20 million annually for the periods presented. The Company had short-term receivables of $59 million and long-term receivables of $7 million due from these equity method investees as of December 31, 2002. Receivable amounts from equity method investees were not significant at December 31, 2003.

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Note 9 - Financial Instruments

At December 31, 2003, the Company had euro-denominated options which allow for conversion of approximately 185 million euro of sales in 2004 at rates ranging from $1.10 per euro to $1.20 per euro. Additionally, the Company had zero-cost collar contracts which ensure conversion of approximately 155 million euro of sales in 2004 at average rates between $1.08 and $1.12 per euro, and euro-denominated forward contracts requiring the conversion of approximately 30 million euro of sales in 2004 at an average rate of $1.04 per euro. The Company had 3.5% Rotterdam barge fuel oil forward contracts at December 31, 2003 that require conversion of approximately 125,000 metric tons of fuel oil in 2004 at prices ranging from $130 to $140 per metric ton in 2004, and a combination of Singapore and New York Harbor fuel oil forward contracts that require conversion of approximately 25,000 metric tons of fuel oil in 2004 at prices ranging from $145 to $160 per metric ton. At December 31, 2003, the fair value of the foreign currency forward and zero-cost collar 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. Substantially all of the $29 million unrealized loss on all contracts deferred in accumulated other comprehensive income (loss) at the end of 2003 is expected to be reclassified to net income during the next twelve months. During 2003, 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 option, forward, and zero-cost collar contracts are summarized below:

	December 31, 2003						December 31, 2002
(Assets (Liabilities), in thousands)	Carrying value			Estimated fair value			Carrying value			Estimated fair value
Parent company debt	$	(250,000	)	$	(280,000	)	$	(250,000	)	$	(260,000	)
Subsidiary debt		(144,560	)		(146,000	)		(186,497	)		(189,000	)
Fuel oil forward contracts		1,453			1,453			856			856
Foreign currency option contracts		1,590			1,590			166			166
Foreign currency zero-cost collars		(20,917	)		(20,917	)		—			—
Foreign currency forward contracts		(6,245	)		(6,245	)		(15,161	)		(15,161	)

The fair value of the Company’s publicly-traded debt is based on quoted market prices. Fair values for the foreign currency forward, option and zero-cost collar contracts, and fuel oil contracts are based on estimated amounts that the Company would pay or receive upon termination of the contracts at December 31, 2003 and 2002. 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 on its hedging investments 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, forward and zero-cost collar contracts.

Excluding the effect of the Company’s foreign currency forward, option and zero-cost collar contracts, net foreign exchange gains (losses) were $8 million in 2003, $24 million in the nine months ended December 31, 2002, $(2) million in the three months ended March 31, 2002 and $(5) million in 2001.

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Note 10 - Debt

Long-term debt consists of the following:

	December 31,
(In thousands)	2003			2002
Parent Company
10.56% Senior Notes, due 2009	$	250,000		$	250,000
Subsidiaries
Loans secured by ships and containers, due in installments from 2004 to 2010
- average effective interest rate of 4.8% (4.9% in 2002)	$	108,436		$	109,917
Loan secured by equity and assets of Atlanta, due 2004
-variable interest rate of 7.5%		9,798			—
Loan secured by substantially all U.S. assets
- variable interest rate of 6% in 2002		—			64,350
Loans secured by assets of Chiquita-Enza Chile
(see Note 8) maturing through 2007
-average interest rate of 3.9%		16,123			—
Other loans		1,008			6,855
Less current maturities		(38,875	)		(36,326	)
Long-term debt of subsidiaries	$	96,490		$	144,796

Maturities on subsidiary long-term debt during the next five years are as follows:

(In thousands)
2004	$	38,875
2005		24,438
2006		24,257
2007		22,413
2008		7,877

The 10.56% Senior Notes (“Senior Notes”) mature on March 15, 2009. These Senior Notes were issued by CBII and are not secured by any of the assets of CBII or its subsidiaries. The indenture for the Senior Notes contains dividend payment restrictions that, at December 31, 2003, limited the aggregate amount of dividends that could be paid by CBII to $25 million. The indenture has additional restrictions related to asset sales, incurrence of additional indebtedness, granting of liens, sale-leaseback transactions, investments and acquisitions, business activities and related-party transactions. The Senior Notes are callable on or after March 15, 2005 at 105.28% of face value, declining to face value in 2008. In addition, the Company may redeem some or all of the Senior Notes prior to March 15, 2005 at a redemption price equal to the greater of (a) 100% of the face value of the Senior Notes to be redeemed, or (b) the sum of the present values of (i) 105.28% of face value of the Senior 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 addition, in the event of a change of control, the Company is required to offer holders the right to sell their Senior Notes to the Company.

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The Company’s operating subsidiary, Chiquita Brands, Inc. (“CBI”), now known as Chiquita Brands L.L.C., has a secured bank credit facility (“the CBI facility”) comprised of three parts:

• An $86 million revolving line of credit, of which $9 million had been used to issue letters of credit and no borrowings were outstanding at December 31, 2003 (letters of credit were $4 million and no borrowings were outstanding at December 31, 2002);

• A term loan to support the operations of CBI (“Term A Loan”), which had been paid in full at December 31, 2003 ($64 million at December 31, 2002). The Term A Loan cannot be re-borrowed; and

• A term loan to a subsidiary of CBI to support the operations of Atlanta (“Term B Loan”). In March 2003, coinciding with the acquisition of Atlanta, the CBI facility was amended to add the Term B Loan for $65 million, the proceeds of which were used to repay existing Atlanta lenders. This facility had been paid down to an outstanding balance of $10 million at December 31, 2003. The Term B Loan cannot be re-borrowed.

Substantially all U.S. assets of CBI and its subsidiaries (except for those of subsidiaries with their own credit facilities) are pledged to secure the revolving line of credit. This portion of 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 Term B Loan is guaranteed by CBI, and is secured with pledges of equity of Atlanta and its subsidiaries and liens on certain assets of Atlanta. The CBI 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 10.56% Senior 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 CBI facility also has covenants that require CBI to maintain certain financial ratios related to debt coverage and income, that limit capital expenditures, investments, additional indebtedness, liens and guarantees, and that restrict certain corporate changes, affiliate transactions and sale and leaseback transactions. The CBI facility expires in June 2004 and, accordingly, the Term B Loan amount outstanding at December 31, 2003 is classified as long-term debt due within one year.

Interest on the revolving line of credit 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%. Interest on the Term B Loan accrues at the bank corporate base rate plus 3.25%, subject to a minimum annual rate of 7.5%. In March 2002, the Company paid an amendment fee of 5% of the total credit facility to eliminate the annual facility fee and to increase the facility to $130 million, which at that time was comprised of the Term A Loan in the amount of $70 million and a $60 million revolving credit facility.

The Company’s loans secured by its shipping assets are comprised of the following: (i) $39 million are U.S. dollar denominated with variable rates based on prevailing LIBOR rates; (ii) $39 million are euro or British pound denominated with average fixed interest rates of 6.3%; and (iii) the remaining $30 million are U.S. dollar denominated with average fixed rates of 5.4%. These loans have covenants requiring the Company’s shipping entity, Great White Fleet Ltd., to maintain minimum equity levels.

A subsidiary of CBI has a €25 million uncommitted credit line for bank guarantees of the Company’s payments for licenses used to import bananas into Europe. The subsidiary issues bank guarantees from this credit line to European government agencies in lieu of providing cash collateral.

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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 4.5% at December 31, 2003 and 5.1% at December 31, 2002.

Cash payments relating to interest expense were $43 million in 2003, $24 million for the nine months ended December 31, 2002, $7 million for the three months ended March 31, 2002 and $32 million in 2001.

Note 11 - 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. The Company uses a December 31 measurement date for all of its plans.

Pension and severance expense consists of the following:

	Domestic Plans
	Reorganized Company						Predecessor Company
(In thousands)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Defined benefit and severance plans:
Service cost	$	339		$	296		$	140		$	360
Interest on projected benefit obligation		1,551			1,161			406			1,579
Expected return on plan assets		(1,590	)		(1,150	)		(386	)		(1,431	)
Recognized actuarial loss		—			—			143			455
Amortization of prior service cost and transition obligation		—			—			(2	)		(8	)
		300			307			301			955
Defined contribution plans		2,700			2,106			859			2,907
Total pension and severance expense	$	3,000		$	2,413		$	1,160		$	3,862

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	Foreign Plans
	Reorganized Company						Predecessor Company
(In thousands)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Defined benefit and severance plans:
Service cost	$	4,027		$	2,754		$	1,021		$	4,310
Interest on projected benefit obligation		5,779			4,476			1,802			4,543
Expected return on plan assets		(762	)		(151	)		(44	)		(186	)
Recognized actuarial (gain) loss		(718	)		(417	)		921			1,099
Amortization of prior service cost and transition obligation		551			—			541			571
		8,877			6,662			4,241			10,337
Curtailment gain		(4,943	)		—			—			—
Settlement (gain) loss		(3,010	)		—			—			2,000
		924			6,662			4,241			12,337
Defined contribution plans		466			363			133			533
Total pension and severance expense	$	1,390		$	7,025		$	4,374		$	12,870

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.

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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)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002
Fair value of plan assets at beginning of period	$	17,863		$	19,223		$	18,729
Actual return on plan assets		4,010			(1,897	)		710
Employer contributions		1,458			1,890			224
Benefits paid		(1,813	)		(1,353	)		(440	)
Fair value of plan assets at end of period	$	21,518		$	17,863		$	19,223
Projected benefit obligation at beginning of period	$	24,083		$	23,697		$	23,203
Service and interest cost		1,890			1,457			546
Actuarial loss		1,542			282			388
Benefits paid		(1,813	)		(1,353	)		(440	)
Projected benefit obligation at end of period	$	25,702		$	24,083		$	23,697
Plan assets less than projected benefit obligation	$	(4,184	)	$	(6,220	)	$	(4,474	)
Unrecognized actuarial loss		2,450			3,328			—
Adjustment to recognize minimum pension and severance liability		(2,128	)		(2,948	)		—
Accrued pension and severance liability	$	(3,862	)	$	(5,840	)	$	(4,474	)

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	Foreign Plans
	Reorganized Company						Predecessor Company
(In thousands)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002
Fair value of plan assets at beginning of period	$	4,817		$	4,431		$	4,298
Actual return on plan assets		723			116			44
Employer contributions		27,891			9,280			2,713
Benefits paid		(30,252	)		(9,010	)		(2,624	)
Foreign exchange		901			—			—
Acquisition of Atlanta		5,390			—			—
Fair value of plan assets at end of period	$	9,470		$	4,817		$	4,431
Projected benefit obligation at beginning of period	$	69,163		$	78,780		$	49,703
Service and interest cost		9,806			7,230			2,823
Actuarial (gain) loss		1,023			(7,837	)		18,098
Benefits paid		(30,252	)		(9,010	)		(2,624	)
Amendments		2,202			—			10,780
Curtailment gain		(4,943	)		—			—
Foreign exchange		2,018			—			—
Acquisition of Atlanta		12,013			—			—
Projected benefit obligation at end of period	$	61,030		$	69,163		$	78,780
Plan assets less than projected benefit obligation	$	(51,560	)	$	(64,346	)	$	(74,349	)
Unrecognized actuarial gain		(2,013	)		(7,320	)		—
Unrecognized prior service cost		1,651			—			—
Adjustment to recognize minimum pension and severance liability		(4,383	)		(463	)		—
Accrued pension and severance liability	$	(56,305	)	$	(72,129	)	$	(74,349	)

The accumulated benefit obligation was $80 million, $86 million and $91 million as of December 31, 2003, December 31, 2002 and March 31, 2002, respectively.

In connection with the sale of the Armuelles banana production division (see Note 2), the Company paid severance amounts of $17 million to the workers of this division, and recognized curtailment and settlement gains of $7 million, which were included in the $21 million gain on sale of Armuelles division in the Consolidated Statement of Income.

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.

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The following weighted-average assumptions were used to determine the projected benefit obligations for the Company’s domestic pension plans and foreign pension and severance plans:

	Domestic Plans						Foreign Plans
	Dec. 31, 2003		Dec. 31, 2002		Mar. 31, 2002		Dec. 31, 2003		Dec. 31, 2002		Mar. 31, 2002
Discount rate	6.00	%	6.50	%	7.00	%	8.00	%	9.00	%	9.25	%
Long-term rate of compensation increase	5.00	%	6.00	%	6.00	%	4.75	%	5.00	%	6.00	%
Long-term rate of return on plan assets	8.00	%	8.00	%	8.00	%	8.25	%	4.00	%	4.00	%

The Company’s long-term rate of return on plan assets is based on the strategic asset allocation and future expected returns on plan assets. The changes from 2002 to 2003 in the weighted-average assumptions for the foreign plans are primarily due to the acquisition of Atlanta (see Note 7).

The weighted-average asset allocations of the Company’s domestic pension plans by asset category are as follows:

	December 31, 2003		December 31, 2002
Asset Category
Equity securities	74	%	—
Fixed income securities	24	%	—
Interest in master trust	—		99	%
Cash and equivalents	2	%	1	%

From October 2002 to May 2003, the plan assets were combined with the plan assets of CPF in the master trust. The master trust was dissolved upon the sale of CPF (see Note 2). At December 31, 2002, the assets of the master trust were comprised of 68% equity securities, 29% fixed income securities and 3% cash and equivalents.

The primary investment objective for the fund is preservation of capital with a reasonable amount of long-term growth and income without undue exposure to risk. This is provided by a balanced strategy using fixed income, equities and cash equivalents. The target allocation of the overall fund is 70% equities and 30% fixed income. The cash position is maintained at a level sufficient to provide for the liquidity needs of the fund.

The Company expects to contribute $663,000 to its domestic pension plan in 2004.

Note 12 - Stock-Based Compensation

In accordance with the Plan of Reorganization (see Note 16), in March 2002, the Company’s then-existing stock option and incentive plans and all options and awards issued thereunder were cancelled 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 Common Stock as stock options, stock awards (including restricted stock awards), performance awards and stock appreciation rights (“SARs”). The options may be granted to directors, officers and other key employees and consultants to purchase shares of Common Stock at fair market value at the date of the grant. Under the stock option plan, options for approximately 4.3 million shares were outstanding at December 31,

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2003. Additionally, 193,250 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.

A summary of the activity and related information for the Company’s new stock options follows:

	2003				2002
(In thousands, except per share amounts)	Shares		Weighted average exercise price		Shares		Weighted average exercise price
Under option at beginning of year	4,303		$	16.83	—		$	—
Options granted	391			12.94	4,751			16.84
Options exercised	(112	)		16.95	—			—
Options cancelled or expired	(256	)		16.92	(448	)		16.95
Under option at end of year	4,326		$	16.47	4,303		$	16.83
Options exercisable at end of year	1,315		$	16.78	—		$	—
Shares available for future grants	1,209				1,352

Options outstanding as of December 31, 2003 had a weighted average remaining contractual life of 8.5 years at December 31, 2003 and had exercise prices ranging from $9.22 to $18.70. 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
$ 9.22 - $13.00	280	$	11.17	9 years
13.01 - 16.91	334		15.54	9 years
16.92 - 16.97	3,681		16.94	8 years
16.98 - 18.70	31		18.03	10 years

The estimated weighted average fair value per option share granted was $6.89 for 2003 and $7.84 for 2002 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 2.8% for 2003 and 4.4% for 2002, dividend yield of 0% for 2003 and 2002, volatility factor for the Company’s Common Stock price of 60% for 2003 and 47% for 2002, and a weighted average expected life of five years for 2003 and 2002 for options not forfeited.

Effective January 1, 2003, the Company began recognizing stock option expense in its results of operations for stock options granted after December 31, 2002. Prior to January 1, 2003, the Company accounted for stock options in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” With respect to SARs, the Company records expense 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. During 2003, $773,000 of expense was recorded for the SARs.

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Note 13 - Shareholders’ Equity

In accordance with the Company’s Plan of Reorganization (see Note 16), all previously outstanding preferred, preference and common stock of the Predecessor 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. The warrants, valued at $41 million for purposes of the Plan of Reorganization, are included in capital surplus at December 31, 2003 and 2002.

At December 31, 2003, shares of Common Stock were reserved for the following purposes:

Issuance under new stock option plan (see Note 12)	5.8 million
Issuance for exercise of warrants	13.3 million

The Company’s shareholders’ equity includes accumulated other comprehensive income at December 31, 2003 comprised of unrealized losses on derivatives of $29 million, unrealized translation gains of $40 million, a $7 million adjustment to increase the fair value of a cost investment and a minimum pension liability adjustment of $4 million. 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.

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Note 14 - Income Taxes

Income taxes related to continuing operations consist of the following:

(In thousands)	U.S. Federal			U.S. State		Foreign			Total
REORGANIZED COMPANY
2003
Current tax expense	$	255		$	1,459	$	4,651		$	6,365
Deferred tax expense (benefit)		—			919		(1,984	)		(1,065	)
	$	255		$	2,378	$	2,667		$	5,300
Nine months ended December 31, 2002
Current tax expense	$	1,380		$	165	$	3,062		$	4,607
Deferred tax expense (benefit)		—			224		(31	)		193
	$	1,380		$	389	$	3,031		$	4,800
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		$	684	$	4,269		$	5,793
Deferred tax expense		—			7		—			7
	$	840		$	691	$	4,269		$	5,800

Income tax expense 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)	Year Ended December 31, 2003			Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31, 2001
Income tax expense (benefit) computed at U.S. federal statutory rate	$	35,407		$	(638	)	$	(66,043	)	$	(40,035	)
State income taxes, net of federal benefit		1,546			236			86			449
Impact of foreign operations		(34,646	)		(18,143	)		(4,579	)		33,940
Goodwill amortization		—			—			—			1,656
Fresh start adjustment		—			—			53,996			—
Change in valuation allowance		(3,166	)		9,401			9,592			(43,594	)
Gain on transfer of trademark rights from U.S. subsidiary to foreign subsidiary		—			—			—			62,953
Change in tax attributes		1,675			9,641			7,319			(10,871	)
Other		4,484			4,303			629			1,302
Income tax expense	$	5,300		$	4,800		$	1,000		$	5,800

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The components of deferred income taxes included on the balance sheet are as follows:

	December 31,
(In thousands)	2003			2002
Deferred tax benefits
Net operating loss carryforwards	$	129,281		$	101,140
Other tax carryforwards		445			6,306
Employee benefits		2,080			11,774
Accrued expenses		11,117			14,664
Depreciation		48,918			71,296
Investments		9,608			40,531
Other		1,530			5,545
		202,979			251,256
Deferred tax liabilities
Growing crops		(10,500	)		(10,500	)
Trademark		(74,912	)		(74,912	)
Other		(7,021	)		(5,584	)
		(92,433	)		(90,996	)
		110,546			160,260
Valuation allowance		(124,605	)		(171,621	)
Net deferred tax liability	$	(14,059	)	$	(11,361	)

U.S. net operating loss carryforwards (“NOLs”) were $162 million as of December 31, 2003 and $155 million as of December 31, 2002. The 2003 U.S. NOLs will expire between 2017 and 2024. The foreign NOLs were $230 million in 2003 and $150 million in 2002. $156 million of the NOLs will expire between 2004 and 2009. The remaining $74 million of NOLs has an indefinite life carryforward period.

The change in the valuation allowance of $47 million reflected in the above table results primarily from the following items: (i) $40 million reduction due to the elimination of U.S. NOLs and tax credit carryforwards as a result of the Company’s bankruptcy reorganization; (ii) $20 million reduction related to foreign NOLs that expired in 2003; and (iii) $16 million increase related to the acquisition of Atlanta.

Income (loss) before taxes attributable to foreign operations was $118 million in 2003, $86 million for the nine months ended December 31, 2002, $(345) million for the three months ended March 31, 2002 and $71 million in 2001. Undistributed earnings of foreign subsidiaries, approximately $650 million at December 31, 2003, have been permanently reinvested in foreign operating assets. Accordingly, no provision for U.S. federal and state income taxes has been provided on these earnings.

Cash payments for income taxes were $8 million in 2003, $4 million for the nine months ended December 31, 2002, $1 million for the three months ended March 31, 2002 and $4 million in 2001. 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.

Income tax expense (benefit) associated with discontinued operations was $600,000 in 2003, $(400,000) for the nine months ended December 31, 2002, $0 for the three months ended March 31, 2002, and $1,200,000 in 2001. 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 15 - Segment Information

The Company had previously reported two business segments prior to the 2003 third quarter, Fresh Produce and Processed Foods. The Fresh Produce segment included the sourcing, transportation, distribution and marketing of bananas, as well as a wide variety of other fresh fruits and vegetables. The Processed Foods segment consisted primarily of the Company’s vegetable canning division, which accounted for more than 90% of the net sales in this segment and was sold in May 2003. As a result of the sale of CPF and the acquisition of Atlanta, the Company’s internal reporting of the results of its business units has changed, and the Company determined that it had the following two reportable segments: Bananas and Other Fresh Produce.

The Company’s Banana segment includes the sourcing (production and purchase), transportation, marketing, and distribution of bananas, including those marketed by Atlanta. The Company’s Other Fresh Produce segment includes the sourcing, marketing and distribution of fresh fruits and vegetables other than bananas. In most cases, Chiquita does not grow the other fresh produce sold, but rather sources it from independent growers. Chiquita’s Other Fresh Produce business increased substantially with the acquisition of Atlanta, which has annual sales of approximately $900 million in non-banana fresh produce. The Other Fresh Produce segment also includes Chiquita’s new fresh-cut fruit business. Remaining operations from the old Processed Foods segment consist of processed fruit ingredient products, which are produced in Latin America and sold elsewhere, and other consumer products. These operations are reported in “Other.” The Company evaluates the performance of its business segments based on operating income. Intercompany transactions between segments are eliminated. Financial information for each segment follows:

(In thousands)	Bananas			Other Fresh Produce			Other		Consolidated
REORGANIZED COMPANY
2003
Net sales	$	1,579,900		$	979,245		$	54,403	$	2,613,548
Segment operating income (loss)		132,618			(3,868	)		11,636		140,386
Depreciation		30,341			5,983			499		36,823
Income (loss) from equity investments1		6,502			(2,006	)		3,064		7,560
Total assets2		1,285,027			394,880			23,202		1,703,109
Investment in equity affiliates1		22,152			6,982			1,047		30,181
Expenditures for long-lived assets		39,075			11,136			833		51,044
Net operating assets		787,549			211,181			17,167		1,015,897
AS OF AND FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
Net sales	$	989,214		$	120,228		$	30,582	$	1,140,024
Segment operating income (loss)		43,323			(20,408	)		2,586		25,501
Depreciation		21,704			356			389		22,449
Income (loss) from equity investments1		1,679			(8,843	)		1,939		(5,225	)
Total assets		1,161,908			151,136			33,243		1,346,287
Investment in equity affiliates1		37,934			54,505			10,905		103,344
Expenditures for long-lived assets		32,007			2,282			170		34,459
Net operating assets		753,903			114,388			27,418		895,709
PREDECESSOR COMPANY
FOR THE THREE MONTHS ENDED MARCH 31, 2002
Net sales	$	351,830		$	86,251		$	8,065	$	446,146
Segment operating income		38,059			1,768			751		40,578
Depreciation		16,425			120			332		16,877
Income from equity investments1		2,051			899			364		3,314
Expenditures for long-lived assets		2,330			133			98		2,561
2001
Net sales	$	1,242,558		$	189,413		$	33,009	$	1,464,980
Segment operating income (loss)		42,930			(22,022	)		1,714		22,622
Depreciation and amortization		66,408			1,537			2,078		70,023
Income (loss) from equity investments1		(2,242	)		(2,217	)		1,953		(2,506	)
Expenditures for long-lived assets		20,914			9,234			603		30,751

¹ See Note 8 for further information related to investments in and income from equity method investments.

² At December 31, 2003, goodwill of $14 million and $29 million are allocated to the Banana and Other Fresh Produce segments, respectively.

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The reconciliation of Consolidated Balance Sheet total assets to amounts in the segment reporting table above follows:

	December 31,
(In thousands)	2003			2002
Total assets per the Consolidated Balance Sheet	$	1,706,719		$	1,642,241
Less assets of discontinued operations		(3,610	)		(295,954	)
Total assets per the segment reporting table	$	1,703,109		$	1,346,287

The reconciliation of Consolidated Statement of Cash Flow captions to expenditures for long-lived assets follows:

(In thousands)	Year Ended December 31, 2003		Nine Months Ended December 31, 2002		Three Months Ended March 31, 2002		Year Ended December 31, 2001
Per Consolidated Statement of Cash Flow:
Capital expenditures	$	51,044	$	31,925	$	2,561	$	14,208
Long-term investments		—		2,534		—		16,543
Expenditures for long-lived assets	$	51,044	$	34,459	$	2,561	$	30,751

The reconciliation of the Consolidated Balance Sheet total assets to net operating assets follows:

	December 31,
(In thousands)	2003			2002
Total assets	$	1,706,719		$	1,642,241
Less:
Cash		(134,296	)		(52,885	)
Assets of discontinued operations		(3,610	)		(295,954	)
Accounts payable		(264,373	)		(130,829	)
Accrued liabilities		(144,230	)		(87,813	)
Accrued pension and other employee benefits		(81,899	)		(98,069	)
Other liabilities		(62,414	)		(80,982	)
Net operating assets	$	1,015,897		$	895,709

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Financial information by geographic area is as follows:

	Reorganized Company				Predecessor Company
(In thousands)	Year Ended December 31, 2003		Nine Months Ended December 31, 2002		Three Months Ended March 31, 2002		Year Ended December 31, 2001
Net sales
United States	$	702,854	$	459,060	$	203,083	$	648,876
Italy		181,850		106,505		34,746		130,227
Germany		824,618		115,927		38,642		131,376
Other international		904,226		458,532		169,675		554,501
	$	2,613,548	$	1,140,024	$	446,146	$	1,464,980

	December 31,
(In thousands)	2003		2002
Long-lived assets
United States	$	272,186	$	259,016
Central and South America		139,674		134,282
Germany		150,149		46,600
Other international		250,407		237,195
Shipping operations		152,743		164,891
	$	965,159	$	841,984

The Company’s products are sold throughout the world and its principal production and processing operations are conducted in Central and South America. 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 most countries where it markets bananas and other fresh products, including health, food safety, and customs requirements, import quotas and tariffs, currency exchange controls and taxes.

Note 16 - 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 (“Senior Notes”) and 95.5% (38.2 million shares) of 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

49

December 31, 2003, 909,865 of these shares had been issued, 49,136 shares had been surrendered in satisfaction of tax withholding obligations, and 40,999 shares were held in a “rabbi trust.”

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 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.” This reorganization value of $1,280 million is before consideration of indebtedness of the Company.

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 Senior Notes, resulting in a gain of $154 million;

• Reduction of property, plant and equipment carrying values by $491 million, including $320 million relating to the Company’s tropical farm assets and $158 million relating to the Company’s shipping vessels;

• Reduction of long-term operating investments and other asset carrying values by $182 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 $63 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 reorganization adjustments to the Company’s Consolidated Balance Sheet as of March 31, 2002:

	Balance Sheet at March 31, 2002 (Unaudited)
				Reorganization Adjustments
(In thousands)	Before Reorganization Adjustments			Debt Discharge			Fresh Start Adjustments			After Reorganization Adjustments
Current assets	$	557,380		$	—		$	—		$	557,380
Assets of discontinued operations		383,763			—			(63,481	)		320,282
Property, plant and equipment, net		861,845			—			(490,734	)		371,111
Investments and other assets, net		325,128			—			(182,467	)		142,661
Intangibles		11,804			—			375,781			387,585
Total assets	$	2,139,920		$	—		$	(360,901	)	$	1,779,019
Notes and loans payable	$	25,280		$	—		$	—		$	25,280
Long-term debt due within one year		39,650			—			—			39,650
Accounts payable and accrued liabilities		221,921			—			13,685			235,606
Liabilities of discontinued operations		194,079			—			—			194,079
Long-term debt of parent company		—			250,000			—			250,000
Long-term debt of subsidiaries		217,315			—			—			217,315
Accrued pension and other employee benefits		67,092			—			33,020			100,112
Other liabilities		87,874			—			16,350			104,224
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. Indebtedness of $654 million is composed of notes and loans payable of $25 million, long-term debt due within one year of $40 million, long-term debt of parent company of $250 million, long-term debt of subsidiaries of $217 million, and indebtedness included in liabilities of discontinued operations of $122 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 for all periods after March 31, 2002.

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.

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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 differ from previously filed Quarterly Reports on Form 10-Q because of reclassifications for discontinued operations.

2003	Reorganized Company
(In thousands, except per share amounts)	March 31			June 30			Sep. 30			Dec. 31
Net sales	$	471,329		$	829,173		$	627,511		$	685,535
Cost of sales		(381,507	)		(716,021	)		(546,033	)		(581,097	)
Operating income		37,677			60,924			22,693			19,092
Income from continuing operations		26,504			48,513			10,645			10,201
Discontinued operations		(1,623	)		8,042			(760	)		(2,316	)
Net income		24,881			56,555			9,885			7,885
Basic earnings (loss) per share:
Continuing operations		0.66			1.21			0.27			0.26
Discontinued operations		(0.04	)		0.20			(0.02	)		(0.06	)
Net income		0.62			1.41			0.25			0.20
Diluted earnings (loss) per share:
Continuing operations		0.66			1.21			0.27			0.25
Discontinued operations		(0.04	)		0.20			(0.02	)		(0.06	)
Net income		0.62			1.41			0.25			0.19
Common stock market price
High		15.45			15.29			18.72			22.90
Low		8.77			11.05			14.30			17.43

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2002	Predecessor Company			Reorganized Company
(In thousands, except per share amounts)	March 31			June 30			Sep. 30			Dec. 31
Net sales	$	446,146		$	442,955		$	334,177		$	362,892
Cost of sales		(346,500	)		(324,765	)		(282,585	)		(334,119	)
Operating income (loss)		40,578			57,489			(2,582	)		(29,406	)
Income (loss) from continuing operations before cumulative effect of a change in method of accounting		(189,694	)		46,134			(12,841	)		(39,915	)
Discontinued operations		(63,606	)		1,580			4,611			13,626
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		(2.42	)		1.15			(0.32	)		(1.00	)
Discontinued operations		(0.81	)		0.04			0.11			0.34
Before cumulative effect of a change in method of accounting		(3.23	)		1.19			(0.21	)		(0.66	)
Cumulative effect of a change in method of accounting		(1.85	)		—			—			—
Net income (loss)		(5.08	)		1.19			(0.21	)		(0.66	)
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			—			—			—

In the first quarter of 2003, the Company changed its method of accounting for certain tropical production and logistics expenses of its banana operations during interim periods. Previously, the Company used a standard costing method which allocated those costs evenly throughout the year on a per box basis. The Company has now adopted a costing method which recognizes costs as incurred. The accounting change has no effect on total-year costs or results. Under the former accounting policy, $18 million of costs incurred in the 2002 first quarter and $3 million of costs incurred in the 2002 second quarter were deferred and fully expensed in the second half of 2002, $4 million in the third quarter and $17 million in the fourth quarter.

Second quarter operating income in 2003 includes a $21 million gain on the sale of the assets of the Armuelles banana production division. Gains (losses) on the sale of equity method investments of $(2) million, $12 million and $7 million are included in operating income for the 2003 second, third and fourth quarters, respectively. Financial restructuring charges for continuing operations of $222 million and for discontinued operations of $63 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.

Per share results include the effect, if dilutive, of assumed conversion of preferred and preference stock, convertible debentures, options and warrants 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.

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Chiquita Brands International, Inc.

SELECTED FINANCIAL DATA

	Reorganized Company					Predecessor Company
	Year Ended December 31, 2003		Nine Months Ended December 31, 2002			Three Months Ended March 31, 2002			Year Ended December 31,
(In thousands, except per share amounts)									2001			2000			1999
FINANCIAL CONDITION
Working capital	$	281,277	$	243,960		$	256,844		$	240,925		$	77,917		$	279,268
Capital expenditures		51,044		31,925			2,561			14,208			45,828			120,720
Total assets		1,706,719		1,642,241			1,779,019			2,262,492			2,416,790			2,596,127
Capitalization
Short-term debt*		48,070		41,701			64,930			52,865			188,986			42,223
Long-term debt*		346,490		394,796			467,315			216,973			960,681			1,120,187
Liabilities subject to compromise*		—		—			—			962,820			—			—
Shareholders’ equity		757,346		629,289			612,753			448,594			582,543			705,286
OPERATIONS
Net sales	$	2,613,548	$	1,140,024		$	446,146		$	1,464,980		$	1,504,894		$	1,792,579
Operating income (loss)*		140,386		25,501			40,578			22,622			(633	)		22,643
Income (loss) from continuing operations before cumulative effect of a change in method of accounting		95,863		(6,622	)		(189,694	)		(120,187	)		(109,059	)		(71,510	)
Discontinued operations		3,343		19,817			(63,606	)		1,419			14,192			13,128
Income (loss) before cumulative effect of a change in method of accounting		99,206		13,195			(253,300	)		(118,768	)		(94,867	)		(58,382	)
Cumulative effect of a change in method of accounting		—		—			(144,523	)		—			—			—
Net income (loss)*		99,206		13,195			(397,823	)		(118,768	)		(94,867	)		(58,382	)
SHARE DATA
Shares used to calculate diluted earnings (loss) per common share		40,399		39,967			78,273			73,347			66,498			65,768
Diluted earnings (loss) per common share:
Continuing operations	$	2.38	$	(0.17	)	$	(2.42	)	$	(1.80	)	$	(1.89	)	$	(1.35	)
Discontinued operations		0.08		0.50			(0.81	)		0.02			0.21			0.20
Before cumulative effect of a change in method of accounting		2.46		0.33			(3.23	)		(1.78	)		(1.68	)		(1.15	)
Cumulative effect of a change in method of accounting		—		—			(1.85	)		—			—			—
Net income (loss)		2.46		0.33			(5.08	)		(1.78	)		(1.68	)		(1.15	)
Dividends per common share		—		—			—			—			—			0.20
Market price per common share:
Reorganized Company:
High		22.90		18.60			—			—			—			—
Low		8.77		11.10			—			—			—			—
End of period		22.53		13.26			—			—			—			—
Predecessor Company:
High		—		—			0.87			3.06			5.63			11.75
Low		—		—			0.63			0.42			0.88			3.38
End of period		—		—			0.71			0.64			1.00			4.75

* In the Notes to the Consolidated Financial Statements, see Note 1 for information on an interim period accounting change, Note 2 for discontinued operations and other divestitures information, Note 7 for information on the Atlanta acquisition, and Note 16 for information related to the parent company Chapter 11 restructuring. See Management’s Discussion and Analysis of Financial Condition and Results of Operations for information related to significant items affecting operating income for the full year 2003, the nine months ended December 31, 2002, the three months ended March 31, 2002 and the full year 2001.

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EX-14

Exhibit 14

Code of

Conduct

Living by our Core Values

Our Core Values

Integrity

• We live by our Core Values.

• We communicate in an open, honest and straightforward manner.

• We conduct business ethically and lawfully.

Respect

• We treat people fairly and respectfully.

• We recognize the importance of family in the lives of our employees.

• We value and benefit from individual and cultural differences.

• We foster individual expression, open dialogue and a sense of belonging.

Opportunity

• We believe the continuous growth and development of our employees is key to our success.

• We encourage teamwork.

• We recognize employees for their contributions to the company’s success.

Responsibility

• We take pride in our work, in our products, and in satisfying our customers.

• We act responsibly in the communities and environments in which we live and work.

• We are accountable for the careful use of all resources entrusted to us and for providing appropriate returns to our shareholders.

INTRODUCTION

We aspire to conduct ourselves in an ethical, legal and socially responsible manner befitting a world-class company.

For many years, we have developed and adhered to policies that govern our ethical business conduct. We are now pleased to issue this “Code of Conduct…Living by Our Core Values”, which updates the Code we issued most recently in 1993 and defines for the first time the Social Responsibilities to which we will hold ourselves accountable.

Our customers and members of our communities expect us to uphold high standards of responsible and ethical behavior. We believe that adhering to our Core Values and our expanded Code of Conduct will strengthen the quality of the Chiquita brand, provide greater value to our customers and consumers, reinforce the pride and loyalty of our employees, and generate greater profits for our shareholders.

This Code of Conduct identifies the broad standards of integrity and business conduct that all company employees must follow. It requires our behavior to be ethical, legal, socially responsible, and in accordance with company policy. This Code does not address every possible ethical dilemma, and it does not set forth every policy and law that applies to Chiquita’s businesses. It serves as a guide and a resource, but it is not a substitute for good judgment or for the need to get personal assistance when required.

We will periodically update this Code of Conduct as needed.

Application to Owned Operations and Suppliers

We will abide by this Code of Conduct in all of our owned operations worldwide.

Chiquita believes in doing business with suppliers and other business partners who demonstrate high standards of ethical business conduct. Our ultimate goal is to direct all of our business to suppliers that demonstrate their compliance with the Social Responsibilities included in our Code of Conduct, and that operate in an ethical and lawful manner.

We will provide a copy of this “Code of Conduct…Living by Our Core Values” to our suppliers and joint venture partners, and we will ask them to adhere to the standards of conduct we demonstrate in our owned operations. Further, we will establish a program to work with our principal suppliers and joint venture partners to assess their current Social Responsibility performance and to establish plans to meet these standards within a reasonable period of time. We recognize that the length of time required for compliance will vary according to the nature of their businesses as well as the relative economic and social development and the cultural norms of the locations where they operate.

This Code of Conduct in many respects goes beyond the requirements of law and industry practice. It is not intended to create legal rights or obligations that do not otherwise exist. Where existing collective bargaining agreements, work rules and other contracts conflict with the Code, we will seek modifications over time to make them consistent with this Code of Conduct.

OUR SHARED OBLIGATIONS

As Employees, We Share Common Responsibilities to:

• maintain a respectful, safe and ethical work environment;

• ensure that our actions reflect Chiquita’s Core Values and the standards of business conduct contained in this Code;

• know and fully abide by all laws and company policies that govern our individual activities;

• know that we can not use any contractor, agent, or other third party to do anything on behalf of Chiquita that would violate this Code of Conduct or any law;

• seek guidance as needed to resolve our questions about company standards and appropriate behavior (see the Helpful Resources listed on pages 20 and 21 of this booklet);

• report immediately to an appropriate manager any knowledge we may have of illegal or unethical behavior in the company; and

• suggest to managers opportunities to improve any and all aspects of the company’s performance, including fulfillment of the commitments we have undertaken in this Code.

As Managers, We Also Have Responsibilities to:

• serve as models of ethical behavior;

• encourage discussion of the ethical and legal implications of business activities;

• make fair decisions;

• create and sustain a work environment that upholds Chiquita’s reputation as a good corporate citizen;

• ensure that each employee we supervise receives appropriate education and training in this Code of Conduct and any additional information they need to know in order to do their jobs;

• provide coaching and guidance to ensure our employees understand and can successfully implement the business practices, company policies and legal requirements outlined in this Code;

• encourage employees to seek guidance when they are unsure of proper business practices;

• assist employees in properly resolving any questions or concerns they may have;

• encourage employees to report any misconduct (to the appropriate departments listed on pages 20 and 21 of this booklet) and assure them that no retaliation for their good-faith reporting will be tolerated;

• assist in any investigations of misconduct; and

• when violations of this Code are substantiated, reinforce our commitment to our Core Values and the law by promptly taking corrective and appropriate disciplinary action, which may include dismissal from employment.

By consistently fulfilling these shared obligations, we demonstrate that we are indeed living by our Core Values.

ETHICAL BEHAVIOR

Chiquita is committed to behave at all times in an ethical manner.

Ethical dilemmas arise in many business situations, whenever different legitimate values conflict, such as:

• when a desire to communicate in an honest, open and straightforward manner conflicts with the need to protect proprietary information;

• when respect for cultural norms in one location conflicts with established social expectations in another;

• when economic efficiency and the need to provide a fair return to shareholders conflict with the potentially harmful community impact of workforce reductions; or

• when production or distribution processes involve the use of materials that could be hazardous to the environment.

As employees, each of us is accountable for adhering to the company’s Core Values in the conduct of our work. When different elements of our values conflict in a given situation, our obligation is to balance them in a fair, respectful and responsible manner.

This Code of Conduct includes many practical guidelines for doing the right thing. But no simple set of rules will address every conceivable situation. Good solutions require thoughtful evaluation and sound judgment, and often there is no single right answer.

Whenever you have doubt about whether an action is appropriate, you should ask yourself the following questions, which can serve as a helpful guide.

• Would my action be legal?

Your answer must be “Yes.” Breaking the law, any law, is never the right course of action – even if the stakes are high, it seems no one would get hurt, or you believe no one would find out. There are no exceptions and no excuses. If you are not sure, ask. Ignorance is no protection. Get the facts so that you know you are on solid legal ground. Legal compliance is a great start. But our actions should also be right and fair, not just legally defensible.

• Is my action the “right thing to do”?

Consistently doing the right thing earns us the continuing trust of others. Our reputation for dealing fairly is critical for us to prosper in the global markets in which we compete. Consider not only what you are doing but also how you are doing it. Are you being honest, fair and respectful? Are you playing by the rules? Would this behavior protect Chiquita’s reputation as an ethical company?

• Would I undertake this action if I knew it would be reported in the local or global media?

Because of our market leadership and the strength of our brand, our actions often attract scrutiny, from the media, from regulators, from customers and consumer groups. Accurate reports of our behavior should describe the actions of an honest, respectful, responsible corporate citizen. Would your action stand up to such scrutiny?

• Would I feel comfortable explaining my decision or action to my children or my family, and to the senior management of Chiquita?

Each of us wants to be proud of the work we do and the lives we lead. We want to be respected as important contributors to our communities. We should avoid any decision or action that we don’t feel we could discuss openly and honestly with others. How would you explain your decision or action? If you couldn’t explain it without getting angry, defensive or evasive, you probably need to make a different decision or take another action.

These questions are designed to help you make ethical choices. This Code of Conduct can give you additional practical guidance, and the resources listed on pages 20 and 21 of this booklet can help you when you remain in doubt about the right thing to do.

PUBLIC INFORMATION

This Code of Conduct and any public reports we issue regarding our progress toward fulfilling our Social Responsibilities will be available from the Corporate Responsibility Officer, Chiquita Brands International, 250 East Fifth Street, Cincinnati, Ohio 45202 and at www.chiquita.com.

Media and other third-party inquiries should be directed to the Corporate Affairs Department at the above address or by telephone at U.S.: +513-784-8400.

INTRODUCTION TO SOCIAL RESPONSIBILITES

This Code of Conduct defines for the first time the Social Responsibilities to which we will hold ourselves accountable. Each of our business units will be required to fully comply with these standards, but we recognize that their efforts to do so will take time. We will publicly report on our progress as we achieve and verify our compliance with these responsibilities.

In our development of this document, we carefully evaluated a variety of third-party codes related to employee rights and social accountability. We have chosen to incorporate into our Code, as fully as possible, the requirements of Social Accountability 8000 (SA8000), a standard developed by the Council on Economic Priorities Accreditation Agency (CEPAA). We believe that SA8000, together with its guidance material and accreditation process, is currently the most credible and verifiable social accountability standard.

SA8000 is based on accepted norms of the United Nations and the International Labor Organization and is verified according to an accreditation system based on the standards of the International Organization for Standardization (ISO). CEPAA developed SA8000 and its accreditation process in collaboration with a wide range of labor, consumer, business, government, and non-governmental organizations, and its work is overseen by a diverse international Advisory Board. The mission of CEPAA is to enable organizations to be socially accountable by:

• Convening key stakeholders to develop voluntary standards;

• Accrediting qualified organizations to verify compliance; and

• Promoting understanding and encouraging implementation of such standards worldwide.

SA8000 was originally developed for manufacturing operations, however, and we believe that several elements of the standard are not appropriate for our shipping and seasonal non-banana agriculture businesses. Therefore, Chiquita has adopted a Code that is slightly modified from the current SA8000 standard. The modifications are listed below and are included in italics within our Code, for ease of reference.

• Section 1.5 and Definition 12 have been added to address the employment of a farmer’s own children in seasonal activities on small family farms;

• Section 4.1 is expanded to affirm the right of all personnel to form and join trade unions and any other organizations of their choice, as stated in ILO Convention 87;

• Section 5.1 is expanded to include veteran status and age among the other non-discrimination protections; and

• Section 7.3 is added to address the working hours required in the company’s non-banana fresh fruit and vegetable businesses as well as its shipping fleet, which require greater flexibility to address seasonal harvest needs, limited rural labor availability, the interests of seasonal workers, and customary ship crewing arrangements.

In the application of our Code of Conduct, we are committed to:

• hold our business units accountable for coming into full compliance with the Code;

• obtain credible, independent verification of compliance with our labor and environmental standards;

• report on the progress of our efforts; and

• support and participate in the ongoing development and broad application of appropriate and verifiable third-party standards, particularly with respect to agriculture.

We are also pleased to participate:

• in efforts to coordinate the requirements of SA8000 and other similar codes; and

• in the process CEPAA is undertaking to develop an appropriate Agriculture Supplement to the SA8000 Guidance Document, which would address workplace issues specific to agriculture.

Should appropriate modifications be made to the SA8000 standard, we would look forward to adopting a future version as our standard for the company as a whole. In the meantime, individual business units for which it is appropriate will adopt the full SA8000 standard in its current text.

CHIQUITA SOCIAL ACCOUNTABILITY STANDARD

I. Purpose and Scope

This standard specifies requirements for social accountability to enable a company to:

• develop, maintain, and enforce policies and procedures in order to manage those issues which it can control or influence;

• demonstrate to interested parties that policies, procedures and practices are in conformity with the requirements of this standard.

The requirements of this standard shall apply universally with regard to geographic location, industry sector and company size.

II. Normative Elements and Their Interpretation

The company shall comply with national and other applicable law, other requirements to which the company subscribes, and this standard. When national and other applicable law, other requirements to which the company subscribes, and this standard address the same issue, that provision which is most stringent applies.

The company shall also respect the principles of the following international instruments:

• ILO Conventions 29 and 105 (Forced & Bonded Labour)

• ILO Convention 87 (Freedom of Association)

• ILO Convention 98 (Right to Collective Bargaining)

• ILO Conventions 100 and 111 (Equal remuneration for male and female workers for work of equal value; Discrimination)

• ILO Convention 135 (Workers’ Representatives Convention)

• ILO Convention 138 & Recommendation 146 (Minimum Age and Recommendation)

• ILO Convention 155 & Recommendation 164 (Occupational Safety & Health)

• ILO Convention 159 (Vocational Rehabilitation & Employment/Disabled Persons)

• ILO Convention 177 (Home Work)

• Universal Declaration of Human Rights

• The United Nations Convention on the Rights of the Child

III. Definitions

1. Definition of company: the entirety of any organization or business entity responsible for implementing the requirements of this standard, including all personnel (i.e., directors, executives, management, supervisors, and non-management staff, whether directly employed, contracted or otherwise representing the company).

2. Definition of supplier: a business entity which provides the company with goods and/or services integral to, and utilized in/for, the production of the company’s goods and/or services.

3. Definition of subcontractor: a business entity in the supply chain which, directly or indirectly, provides the supplier with goods and/or services integral to, and utilized in/for, the production of the supplier’s and/or company’s goods and/or services.

4. Definition of remedial action: action taken to remedy a non-conformance.

5. Definition of corrective action: action taken to prevent the recurrence of a non-conformance.

6. Definition of interested party: individual or group concerned with or affected by the social performance of the company.

7. Definition of child: any person less than 15 years of age, unless local minimum age law stipulates a higher age for work or mandatory schooling, in which case the higher age would apply. If, however, local minimum age law is set at 14 years of age in accordance with developing-country exceptions under ILO Convention 138, the lower age will apply.

8. Definition of young worker: any worker over the age of a child as defined above and under the age of 18.

9. Definition of child labour: any work by a child younger than the age(s) specified in the above definition of a child, except as provided for by ILO Recommendation 146.

10. Definition of forced labour: all work or service that is extracted from any person under the menace of any penalty for which said person has not offered him/herself voluntarily.

11. Definition of remediation of children: all necessary support and actions to ensure the safety, health, education, and development of children who have been subjected to child labour, as defined above, and are dismissed.

12. Definition of family farm: family or small-scale holdings not regularly employing hired workers in the provision of goods and/or services to the company.

IV. Social Accountability Requirements

1. Child Labour

Criteria:

1.1 The company shall not engage in or support the use of child labour as defined above.

1.2 The company shall establish, document, maintain, and effectively communicate to personnel and other interested parties policies and procedures for remediation of children found to be working in situations which fit the definition of child labour above, and shall provide adequate support to enable such children to attend and remain in school until no longer a child as defined above.

1.3 The company shall establish, document, maintain and effectively communicate to personnel and other interested parties policies and procedures for promotion of education for children covered under ILO Recommendation 146 and young workers who are subject to local compulsory education laws or are attending school, including means to ensure that no such child or young worker is employed during school hours and that combined hours of daily transportation (to and from work and school), school, and work time does not exceed 10 hours a day.

1.4 The company shall not expose children or young workers to situations in or outside of the workplace that are hazardous, unsafe or unhealthy.

1.5 The provisions of this section do not apply to family farm suppliers in the company’s seasonal, non-banana businesses.

2. Forced Labour

Criterion:

2.1 The company shall not engage in or support the use of forced labour, nor shall personnel be required to lodge “deposits” or identity papers upon commencing employment with the company.

3. Health and Safety

Criteria:

3.1 The company, bearing in mind the prevailing knowledge of the industry and of any specific hazards, shall provide a safe and healthy working environment and shall take adequate steps to prevent accidents and injury to health arising out of, associated with or occurring in the course of work, by minimizing, so far as is reasonably practicable, the causes of hazards inherent in the working environment.

3.2 The company shall appoint a senior management representative responsible for the health and safety of all personnel, and accountable for the implementation of the Health and Safety elements of this standard.

3.3 The company shall ensure that all personnel receive regular and recorded health and safety training, and that such training is repeated for new and reassigned personnel.

3.4 The company shall establish systems to detect, avoid or respond to potential threats to the health and safety of all personnel.

3.5 The company shall provide, for use by all personnel, clean bathrooms, access to potable water, and, if appropriate, sanitary facilities for food storage.

3.6 The company shall ensure that, if provided for personnel, dormitory facilities are clean, safe and meet the basic needs of the personnel.

4. Freedom of Association & Right to Collective Bargaining

Criteria:

4.1 The company shall respect the right of all personnel to form and join trade unions and other organizations of their choice and to bargain collectively.

4.2 The company shall, in those situations in which the right to freedom of association and collective bargaining are restricted under law, facilitate parallel means of independent and free association and bargaining for all such personnel.

4.3 The company shall ensure that representatives of such personnel are not the subject of discrimination and that such representatives have access to their members in the workplace.

5. Discrimination

Criteria:

5.1 The company shall not engage in or support discrimination in hiring, compensation, access to training, promotion, termination or retirement based on race, caste, national origin, religion, disability, gender, sexual orientation, union membership, political affiliation, veteran status, or the age of older employees.

5.2 The company shall not interfere with the exercise of the rights of personnel to observe tenets or practices, or to meet needs relating to race, caste, national origin, religion, disability, gender, sexual orientation, union membership, or political affiliation.

5.3 The company shall not allow behaviour, including gestures, language and physical contact, that is sexually coercive, threatening, abusive or exploitative.

6. Disciplinary Practices

Criterion:

6.1 The company shall not engage in or support the use of corporal punishment, mental or physical coercion, and verbal abuse.

7. Working Hours

Criteria:

7.1 The company shall comply with applicable laws and industry standards on working hours; in any event, except as described in section 7.3 below, personnel shall not, on a regular basis, be required to work in excess of 48 hours per week and shall be provided with at least one day off for every seven day period.

7.2 Except as described in section 7.3 below, the company shall ensure that overtime work (more than 48 hours per week) does not exceed 12 hours per employee per week, is not demanded other than in exceptional and short-term business circumstances, and is always remunerated at a premium rate.

7.3 In the company’s seasonal, non-banana operations that handle or process perishable food products as well as in its ocean shipping operations, the company shall comply with applicable laws and industry standards on working hours, shall ensure that overtime work is knowingly and voluntarily undertaken as a condition of employment, and shall compensate overtime at a premium rate.

8. Compensation

Criteria:

8.1 The company shall ensure that wages paid for a standard working week shall meet at least legal or industry minimum standards and shall always be sufficient to meet basic needs of personnel and to provide some discretionary income.

8.2 The company shall ensure that deductions from wages are not made for disciplinary purposes, and shall ensure that wage and benefits composition are detailed clearly and regularly for workers. The company shall also ensure that wages and benefits are rendered in full compliance with all applicable laws and that compensation is rendered either in cash or check form, in a manner convenient to workers.

8.3 The company shall ensure that labour-only contracting arrangements and false apprenticeship schemes are not undertaken in an effort to avoid fulfilling its obligations to personnel under applicable laws pertaining to labour and social security legislation and regulations.

9. Management Systems

Criteria:

Policy

9.1 Top management shall define the company’s policy for social accountability and labour conditions to ensure that it:

• includes a commitment to conform to all requirements of this standard;

• includes a commitment to comply with national and other applicable law, other requirements to which the company subscribes and to respect the international instruments and their interpretation (as listed in Section II);

• includes a commitment to continual improvement;

• is effectively documented, implemented, maintained, communicated and accessible in a comprehensible form to all personnel, including directors, executives, management, supervisors, and staff, whether directly employed, contracted or otherwise representing the company; and

• is publicly available.

Management Review

9.2 Top management shall periodically review the adequacy, suitability, and continuing effectiveness of the company’s policy, procedures and performance results vis a vis the requirements of this standard and other requirements to which the company subscribes. System amendments and improvements shall be implemented where appropriate.

Company Representatives

9.3 The company shall appoint a senior management representative who, irrespective of other responsibilities, shall ensure that the requirements of this standard are met.

9.4 The company shall provide for non-management personnel to choose a representative from their own group to facilitate communication with senior management on matters related to this standard.

Planning and Implementation

9.5 The company shall ensure that the requirements of this standard are understood and implemented at all levels of the organization. Methods shall include, but are not limited to:

• clear definition of roles, responsibilities, and authority;

• training of new and/or temporary employees upon hiring;

• periodic training and awareness programs for existing employees; and

• continuous monitoring of activities and results to demonstrate the effectiveness of systems implemented to meet the company’s policy and the requirements of this standard.

Control of Suppliers

9.6 The company shall establish and maintain appropriate procedures to evaluate and select suppliers based on their ability to meet the requirements of this standard.

9.7 The company shall maintain appropriate records of suppliers’ commitments to social accountability including, but not limited to, the suppliers’ written commitments to:

• conform to all requirements of this standard (including this clause);

• participate in the company’s monitoring activities as requested;

• promptly remediate any non-conformance identified against the requirements of this standard; and

• promptly and completely inform the company of any and all relevant business relationship(s) with other supplier(s) and subcontractor(s).

9.8 The company shall maintain reasonable evidence that the requirements of this standard are being met by suppliers and subcontractors.

Addressing Concerns and Taking Corrective Action

9.9 The company shall investigate, address, and respond to the concerns of employees and other interested parties with regard to conformance/non-conformance with the company’s policy and/or the requirements of this standard; the company shall refrain from disciplining, dismissing or otherwise discriminating against any employee for providing information concerning observance of the standard.

9.10 The company shall implement remedial and corrective action and allocate adequate resources appropriate to the nature and severity of any non-conformance identified against the company’s policy and/or the requirements of the standard.

Outside Communication

9.11 The company shall establish and maintain procedures to communicate regularly to all interested parties data and other information regarding performance against the requirements of this document, including, but not limited to, the results of management reviews and monitoring activities.

Access for Verification

9.12 Where required by contract, the company shall provide reasonable information and access to interested parties seeking to verify conformance to the requirements of this standard; where further required by contract, similar information and access shall also be afforded by the company’s suppliers and subcontractors through the incorporation of such a requirement in the company’s purchasing contracts.

Records

9.13 The company shall maintain appropriate records to demonstrate conformance to the requirements of this standard.

ADDITIONAL SOCIAL RESPONSIBILITIES

Food Safety and Quality

The safety and quality of Chiquita’s food products are critical to maintaining the trust of consumers, the reputation of our brands, the pride of our employees, and the respect of our communities.

We are committed to providing safe and healthy fresh and prepared food products that meet high quality standards.

We will comply with all relevant food and product safety laws in the countries where we operate, and we will strive to exceed these by following internationally recognized standards where they exist.

We will require each of our business units that produces or markets food products to apply strict and effective food safety procedures.

We will expect our suppliers to assure the safety and performance of the products and services they provide to us.

Environmental Protection

We will comply with all relevant environmental laws, rules and regulations in every jurisdiction where we operate, and we will strive to exceed these by following internationally accepted standards where they exist.

We are committed to protecting natural ecosystems, including water, soil and air, by implementing sound and safe operating practices. We will continuously seek to:

• balance operating goals with environmental protection goals;

• ensure our employees are trained well and work safely;

• maximize efficient use of natural resources;

• reduce, reuse and recycle;

• support environmental education; and

• improve environmental management.

We will incorporate environmental considerations, such as toxicity, handling, costs of storage and disposal, and recycling opportunities, into our purchase decisions for materials and supplies.

We will require each business unit and its direct suppliers to have an environmental management system in place to properly identify and manage environmental priorities and health and safety issues.

Community Involvement

We are proud of our long-standing commitment to improve the quality of life in the communities in which we live and work, through our participation in community projects and philanthropic programs.

We will respect cultural differences and be responsible corporate citizens of the communities in which we operate.

We encourage our employees to become actively involved in community, volunteer, and charitable activities, especially those that further our employees’ professional growth and development.

Due Diligence for Potential Acquisitions and Supply Agreements

As part of our normal due diligence process, we will conduct Corporate Responsibility assessments prior to the completion of acquisitions. We will also establish a program to conduct such assessments, over a reasonable period of time, with the company’s principal suppliers and joint venture partners. These Corporate Responsibility assessments will include not only inquiry of management personnel but also inquiry of workers and, in the case of potential acquisitions, review of company records, to verify the representations of management.

The Corporate Responsibility assessments will vary in scope depending upon the nature of the acquisition candidate, supplier or joint venture partner. However, assessments will be based on the Social Responsibilities included in this Code of Conduct.

We will inform acquisition candidates, suppliers and joint venture partners of the results of such assessments and will act on our findings in an appropriate manner.

Workforce Reduction

In the event that we must significantly reduce the size of our workforce or close a facility, we will:

• fully comply with applicable laws and our contractual commitments;

• provide employees with reasonable advance notice or, in lieu of advance notice, reasonable financial compensation; and

• work with communities and local governments to minimize the adverse economic and social impact of our actions.

Employee Privacy

Chiquita strives to maintain a fair balance between the right to privacy of employees and their responsibilities toward the company and other employees.

Confidential employee information such as personnel files and medical records will only be accessed for authorized and legitimate business purposes, and will not be disclosed to anyone outside the company without the employee’s consent, except as required by law or in cooperation with a government investigation. Employees have the right to review their own employee information and to have any factual inaccuracies corrected.

The company does not monitor employee communications or computer use or search employee workspaces, unless there is a legitimate business purpose, such as to protect company property or information or to ensure the safety and protection of other employees. Any such searches will fully comply with all applicable laws.

Chiquita respects employee privacy off the job and will not interfere with private conduct, unless it impairs an employee’s performance on the job or affects the reputation or business interests of the company.

Public Information

We will report publicly on our progress toward fulfilling the Social Responsibilities in this Code of Conduct.

ETHICAL & LEGAL RESPONSIBILITIES

Protecting Chiquita’s good name is a matter of doing the right thing each and every day, of always obeying the law and behaving ethically. This section of our “Code of Conduct… Living by Our Core Values” presents a summary of ethical and legal standards that have come to be expected of responsible global businesses. We rely on you to fully adhere to these requirements, and to ensure that the company does so throughout its operations.

Management and supervisory level employees will be required each year to sign an Employee Code of Conduct Compliance Statement that affirms their understanding of these standards and their agreement to abide by them.

As shown on page 19, more detailed company policies apply to a number of areas referred to in this section. All company policies related to the Code are available through your local Human Resources representative or the electronic bulletin board on the company’s internal website.

Compliance With Laws and Company Policies

Employees have a responsibility to familiarize themselves and fully comply with all laws and company policies applicable to their jobs, including this Code of Conduct. Employees also have a responsibility to report any information they may have about conduct that does not meet the company’s ethical, legal or policy standards.

The company will make available appropriate training and consultation to help employees comply with laws and policies that govern their work on behalf of the company. Employees with any questions or concerns should contact the appropriate resources listed on pages 20 and 21 of this booklet.

Use of Company Assets

We are accountable for the careful use of all resources entrusted to us. We must protect and properly maintain company assets and ensure that they are used for the company’s benefit.

Confidential Information

Honest, straightforward communication and open dialogue are important elements of our Core Values and our ability to establish trust in relationships. However, Chiquita operates in highly competitive markets and the company has a legitimate need to protect confidential information, such as marketing strategies, financial reports, customer information, potential business transactions, and personal information about employees. Unauthorized disclosure of such information could hurt the company and our own economic future.

We will not disclose confidential information to anyone outside of the company, except as required by law or as authorized in advance by the Law Department.

We should keep confidential information secure, limit its access to those who have a need to know in order to do their jobs, and avoid discussion of confidential information in public areas.

We are legally obligated to continue safeguarding Chiquita’s confidential information even after our employment ends.

Harassment

We treat people fairly and respectfully. We value and benefit from individual and cultural differences. We foster individual expression, open dialogue and a sense of belonging.

We will uphold these values by maintaining a workplace in which each of us can be productive, work safely, develop our abilities, and demonstrate our potential, free from intimidation and harassment.

We will take responsibility for our own behavior and will not tolerate any actions in which individuals are harassed, intimidated or threatened in any way on the basis of age, race, national origin, religion, disability, gender, sexual orientation, union membership, political affiliation, or veteran status.

Workplace Violence

We will not engage in any act of physical violence or threat of physical violence that involves or affects any Chiquita property or any person with whom we come into contact through our employment. We will not possess or use any deadly weapon in the workplace without the authorization of appropriate company security personnel. We will not use any tool or other material as a weapon.

Alcohol and Drug Use

We will not permit the use or possession of alcohol or illegal substances in the workplace, nor will we accept job performance that, as a result of an employee’s use or abuse of alcohol or drugs, either is impaired or adversely affects the safety of the workplace.

Chiquita considers chemical dependency of any kind to be a treatable disease, and we encourage employees to seek treatment.

Accurate Information and Records

Complete and accurate records help us make effective strategic decisions, identify opportunities for cost reduction, and demonstrate our integrity to shareholders, regulators and others.

We will communicate honestly and correct our mistakes when they occur.

We will keep books and records that accurately and fairly reflect the company’s transactions and that conform to generally accepted accounting principles. We will maintain appropriate systems of internal control.

We will not establish or maintain unrecorded funds. We will not falsify our books and records.

Employees uncertain about the validity of an entry or process are expected to consult with their local Controller or with a member of the Corporate Controllers, Internal Audit, or Law Departments.

Business records may become subject to public disclosure for a variety of reasons. Employees should prepare any documents on the basis of facts, expressed in as clear, concise, truthful and accurate a manner as possible, avoiding any exaggeration, colorful language, guesswork, legal conclusions, or derogatory characterizations of people and their motives.

Fair Competition

We are committed to vigorous and lawful competition that is based strictly on the merits of our products and services.

We seek to maintain the trust of our customers and suppliers and the respect of our competitors by conducting business in a fair and ethical manner.

We will not engage in misrepresentation, false advertising or other deceptive practices in the sale of our products or services.

We will gather competitive information legally and in accordance with accepted, ethical business practices.

Antitrust Compliance

We believe in free and open competition and comply with the antitrust laws of all countries where we do business. We compete vigorously, aggressively and fairly, using our best independent judgment.

We will never directly or indirectly agree or reach an understanding with competitors to fix prices, allocate markets, divide up customers or otherwise unlawfully restrict competition. We will avoid even the appearance that such agreements or understandings may exist by not discussing these subjects with our competitors.

We will not set or agree on the prices at which our customers resell the products they purchase from us.

Employees must seek advice from the Corporate Law Department before having any discussions or entering into any understandings or agreements with competitors, suppliers, distributors, contractors, or customers that might violate the antitrust laws of any country where Chiquita does business.

Government Requests

Chiquita cooperates with every reasonable request from government agencies and authorities, while adhering to our ethical standards.

We will involve the Corporate Law Department in responding to any request for information other than that provided on a routine basis.

Employees must always provide truthful and accurate information and never alter or destroy any documents or records in response to an investigation.

Improper Payments

We do not pay bribes. This includes not giving anything of value directly or indirectly to any government official for purposes of influencing any official act or decision, inducing any official to violate his or her official duty, or securing any improper advantage for Chiquita or anyone else.

We will not make any payments that might improperly influence business partners or other individuals with whom we do business.

In addition, we will not solicit or accept any gratuities or favors, such as cash, loans, services, or other improper benefits.

In some countries, it is customary that small “facilitating payments” be made to expedite routine government actions, such as to obtain utility services or visas or to clear customs. We will consult the Corporate Law Department before making or authorizing any such payments.

Insider Trading

Chiquita’s stock and other securities are publicly traded and their market prices are based upon publicly available information. Individual employees and the company could suffer serious civil and criminal penalties if any securities were traded on the basis of material inside information about the company and its business activities.

“Material inside information” is any information that has not been publicly disclosed and that a reasonable person would consider important in making an investment decision.

We will not use any material inside information to purchase or sell any securities of Chiquita or other companies, or to make any other type of investment. We will not disclose material inside information to any parties who do not have a legitimate business-related need to know.

In order to avoid even the appearance that any Chiquita employee is trading on inside information, employees may not at any time buy or sell options on, engage in “short sales” of, or engage in frequent trading of Chiquita securities.

Conflicts of Interest

We must remain free from relationships that might compromise, or be perceived to compromise, our responsibility to act in the best interests of Chiquita.

We should not have any outside business interests that divert a significant amount of time or attention from our duties and responsibilities to Chiquita. In particular, salaried employees must not work at other jobs without prior approval from their managers.

We should bring to Chiquita’s attention, and not take personal advantage of, any business opportunity in which Chiquita may have an interest.

Neither we nor our family members should work for or own a substantial interest in any organization that does business with or competes with the company, such as a supplier or customer, unless the matters are fully disclosed to and approved by our managers.

The occasional exchange of business gifts, meals, and entertainment is a common practice meant to create goodwill and establish trust in business relationships, but determining what is acceptable requires common sense and good judgment. We must not give or accept anything that may present the appearance of a conflict of interest, including any gifts of more than token value or any excessive entertainment.

Corporate Political Activity

We encourage our employees, as individuals, to participate in the political process, to be informed on public issues, and to support candidates, parties, and political activities of their choice.

Chiquita may express its views on public issues affecting the company. Such statements must be approved in advance by the Corporate Affairs Department and may only be made by designated representatives of the company.

As a responsible corporate citizen, Chiquita may also make political contributions. However, these contributions are strictly limited. All contributions made on behalf of the company or any of its business units must:

• fully comply with all applicable laws, and

• be approved in advance by both the General Counsel of the company and the corporate operating executive responsible for the business unit.

External Communication

Our Core Values call upon us to communicate in an open, honest and straightforward manner, both within our company and with others outside the company. In order to ensure that all external communications are factual and accurate, employees receiving inquiries regarding Chiquita’s activities, results, plans, or public policy positions should refer the requests to the Corporate Affairs Department or the designated spokesperson in their division.

COMPLIANCE

The standards below address the internal control and management systems that ensure our compliance with the Ethical and Legal Responsibilities of our Code of Conduct.

Management Review

Our top management periodically reviews the adequacy, suitability, and continuing effectiveness of our policies, procedures and performance in connection with this Code of Conduct and other requirements to which we subscribe. We amend our systems and make other appropriate improvements as necessary.

Communication and Implementation

Each manager and supervisor has a responsibility to ensure that this Code is effectively communicated to all of his or her employees. Appropriate methods should be used to ensure that the requirements of this Code are understood well and implemented effectively, including but not limited to:

• clear definitions of roles, responsibilities, and levels of authority;

• translation of this Code into local languages wherever appropriate;

• training of new and temporary employees upon hiring;

• periodic training for existing employees;

• frequent discussion as part of everyday business activities; and

• regular evaluation of performance against objectives.

Addressing Concerns

We welcome the participation of employees and other legitimate stakeholders in ensuring our full compliance with this Code of Conduct, and we investigate, address and respond to any thoughtful concerns that may be expressed.

No employee will be punished in any way for any good faith effort to report a potential problem with the company’s compliance with this Code of Conduct.

Employees with questions about the appropriateness of particular actions or conduct should seek advice from the resources listed on pages 20 and 21 of this document.

Taking Corrective Action

We will take corrective action and allocate adequate resources to appropriately address any identified noncompliance with this Code of Conduct.

Employees who fail to adhere to this Code of Conduct will be subject to appropriate disciplinary action, which may include dismissal from employment.

Certification

As part of our compliance procedures, the company requires each of our management and supervisory level employees to sign an annual “Employee Code of Conduct Compliance Statement,” which affirms that the employee understands and agrees to abide by his or her obligations under this Code.

Records

We will maintain appropriate records to demonstrate our compliance with the requirements of this Code of Conduct.

RELATED COMPANY POLICIES

The company has established policies that provide valuable, necessary, and more detailed guidance to employees dealing with employment, financial, strategic, public policy, and legal matters. The policies referenced below relate, at least in part, to sections of this Code of Conduct and must be observed by employees in their work on behalf of the company.

Employees may access the full text of these and other policies through their local Human Resources representatives or the electronic bulletin board on the company’s internal website.

Different business units may have additional policies that are both consistent with our Core Values and this Code of Conduct but that also address local legal requirements or operating concerns.

Social Responsibilities	Related Policy
Food Safety and Quality	Food Safety
Environmental Protection	Pesticide
Employee Privacy	Employee Privacy

Ethical & Legal Responsibilities	Related Policy
Use of Company Assets	Internal Control Emergency Planning
Harassment	Prevention of Sexual Harassment
Workplace Violence	Workplace Violence Prevention
Alcohol and Drug Use	Alcohol and Drugs
Accurate Information and Records	Improper Payments/Accurate Accounting Records
Fair Competition	Antitrust Compliance
Antitrust Compliance	Antitrust Compliance
Improper Payments	Improper Payments/Accurate Accounting Records
Insider Trading	Insider Trading
Conflicts of Interest	Conflicts of Interest
Corporate Political Activity	Improper Payments/Accurate Accounting Records

HELPFUL RESOURCES

We recognize that you may need help to understand company policies and your responsibilities, to make difficult decisions, or to assist the company live up to this Code of Conduct.

You should first contact your immediate supervisor or the manager of your local business unit if you have a question or concern about:

• your obligations under this Code of Conduct and related company policies;

• what behavior would be ethical in a given situation; or

• what to do about apparent mistakes or problems.

Supervisors and managers have a responsibility to help you resolve any of your questions or concerns. If your supervisor is personally involved in the issue or if your concern is not resolved in a timely manner, talk to the next level of management. You may also talk with your local Human Resources or Legal Department, which can help you think through the issue and work it out.

In the event you are not satisfied with the way your question is being addressed or you would prefer that your question be addressed confidentially, call the company HELPLINE. The person who answers the HELPLINE will put you in contact with the most appropriate individual within the company to help resolve your question or concern. The HELPLINE can be reached by dialing 1-877-274-5718; outside the U.S., please use the local phone service to contact the AT&T Direct operator and then dial the toll-free number above. If you do not have access to a telephone, you may send your question or concern to the Corporate Responsibility Officer at the address on the inside back cover.

You will not be punished in any way for using the HELPLINE or for any good faith effort to report a potential problem with the company’s adherence to this Code of Conduct.

If you know of any behavior or transaction that you believe may be illegal or unethical, whether or not it is addressed in this Code of Conduct, you have a duty to report it immediately to your management and to a member of the Corporate Law Department in Cincinnati. If for any reason you do not wish to discuss the matter with your management, you should talk with a member of the Corporate Law Department.

The departments listed below are the suggested contacts for questions or concerns related to the following issues.

Human Resources (tel u.s.: +513-784-8500)

• concerns related to employee rights under either the Chiquita Social Accountability Standard or the Additional Social Responsibilities in the Code

• harassment

• alcohol or drug use

Corporate Law Department (tel u.s.: +513-784-8600)

• environmental or regulatory affairs

• insider trading

• payments that may be illegal

• information, knowledge or suspicion of inaccurate or false records

• contacts with competitors, customers or suppliers which may violate antitrust laws or policies

• receipt of any notice or subpoena about an investigation or legal proceeding

• any transaction or relationship that may be a conflict of interest

• political contributions

Tax Department (tel u.s.: +513-784-8900)

• inquiries from any governmental tax authorities

Corporate Affairs Department (tel u.s.: +513-784-8400)

• inquiries from the media or other third parties

• statements on public policy issues affecting the company

• public statements about the company or its business

Corporate Responsibility Officer (tel u.s.: +513-784-8200)

• any issues not listed

• any other questions or concerns

• community and philanthropic programs

You may also find information about topics related to the company’s Code of Conduct by contacting the following independent organizations.

Topic	Organization	Ccontact Information
SA8000	Council on Economic Priorities Accreditation Agency (CEPAA) 30 Irving Place New York, NY 10003	www.cepaa.org Tel U.S.: +212 358 7697
International Labor Organization Standards	ILO 4 route des Morillons CH-1211 Geneva 22 Switzerland	www.ilo.org Tel Switzerland: +41 22 799 6111
	Organizacion Internacional Del Trabajo Ofiplaza del Este - Edificio B 3er Piso (Rotonda de la Bandera) Sabanilla, Apartado Postal 10170 1000 San José, Costa Rica	www.oit.or.cr Tel Costa Rica: +506 253 7667
Better Banana Program	Rainforest Alliance Conservation Agriculture Network 65 Bleecker Street New York, NY 10012	www.rainforest-alliance.org Tel U.S.: +212 677 1900
General Corporate Responsibility Issues	Business for Social Responsibility 609 Mission Street, 2nd Floor San Francisco, CA 94105	www.bsr.org Tel U.S.: +415 537 0888

Please share with us any comments, suggestions, criticisms or questions you may have after reviewing this booklet. Thank you.

Reply to the Corporate Responsibility Officer, Chiquita Brands International, 250 East Fifth Street, Cincinnati, Ohio 45202, or send your email reply to: CR@chiquita.com

First Printing: May 2000

This “Code of Conduct…Living by our Core Values” is also posted on www.chiquita.com.

Additional printed copies of this Code may be requested by email at CR@chiquita.com

or by or by mail from the:

Corporate Responsibility Officer

Chiquita Brands International

250 East Fifth Street

Cincinnati, Ohio 45202

CHIQUITA BRANDS INTERNATIONAL, INC.

Supplement to Code of Conduct

Adopted April 3, 2003

As a public company, it is of critical importance that our filings with the Securities and Exchange Commission (SEC) be accurate and timely and that our public reports are complete, fair and understandable. Depending on his or her position, an employee, officer or director may be called upon to provide necessary information in connection with our public filings with the SEC. All of our officers, directors and employees will take this responsibility very seriously and provide prompt and accurate answers to inquiries related to our public disclosure requirements. See also “Accurate Information and Records.”

Any amendment to this Code of Conduct will be approved by the Board of Directors.

A request by a director or executive officer of Chiquita Brands International, Inc. for a waiver of the provisions of the Ethical and Legal Responsibilities section of this Code of Conduct requires approval of the Audit Committee and the Board of Directors. Any such waiver may be required to be publicly reported.

EX-21

EXHIBIT 21

CHIQUITA BRANDS INTERNATIONAL, INC.

SUBSIDIARIES

As of March 1, 2004, 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:

	Organized Under Laws of	Percent of Voting Securities Owned by Immediate Parent
Chiquita Brands L.L.C.	Delaware	100	%
American Produce Company	Delaware	100	%
Chiquita Banana Company B.V.	Netherlands	100	%
Hameico Fruit Trade GmbH	Germany	100	%
Atlanta AG	Germany	100	%
Atlanta World Trade GmbH	Germany	100	%
Atlanta Finanz Service GmbH & Co. KG	Germany	100	%
Chiquita Finland Oy	Finland	100	%
Chiquita Italia, S.p.A.	Italy	100	%
Chiquita Tropical Fruit Company B.V.	Netherlands	100	%
Chiquita Compagnie des Bananes	France	100	%
Chiquita Fresh North America L.L.C.	Delaware	100	%
CB Containers, Inc.	Delaware	100	%
Chiquita Frupac 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	%
Exportadora Chiquita-Enza Chile Limitada	Chile	100	%
Servicios Chiquita-Enza Chile Limitada	Chile	100	%
Compania Bananera Atlantica Limitada	Costa Rica	100	%
Compania Bananera Guatemalteca Independiente, S.A.	Guatemala	100	%
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

	Organized Under Laws of	Percent of Voting Securities Owned by Immediate Parent
Chiriqui Land Company	Delaware	100	%
Puerto Armuelles Fruit Company, Ltd.	Delaware	100	%
Compania Agricola del Guayas	Delaware	100	%
Compania Mundimar, S.A.	Costa Rica	100	%
Maritrop Trading, L.L.C.	Delaware	100	%

The names of approximately 190 subsidiaries have been omitted. In the aggregate these subsidiaries, after excluding approximately 140 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 CBII, controlled majority-owned subsidiaries and any entities that are not controlled but require consolidation in accordance with FASB Interpretation No. 46, “Consolidation of Variable Interest Entities—an interpretation of ARB No. 51.”

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 12, 2004 included in the 2003 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 12, 2004 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, 2003.

Form	Registration No.	Description
S-8	333-88514	2002 Stock Option and Incentive Plan

/s/    Ernst & Young LLP

Cincinnati, Ohio

March 9, 2004

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, 2003 (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/    FERNANDO AGUIRRE         Fernando Aguirre	President, Chief Executive Officer and Director	March 3, 2004
/s/    CYRUS F. FREIDHEIM, JR.         (Cyrus F. Freidheim, Jr.)	Chairman of the Board of Directors	March 8, 2004
/s/    MORTEN ARNTZEN         (Morten Arntzen)	Director	March 4, 2004
/s/    JEFFREY D. BENJAMIN         (Jeffrey D. Benjamin)	Director	March 4, 2004
/s/    ROBERT W. FISHER         (Robert W. Fisher)	Director	March 3, 2004

/s/    RODERICK M. HILLS         (Roderick M. Hills)	Director	March 4, 2004
/s/    DURK I. JAGER         (Durk I. Jager)	Director	March 4, 2004
/s/    JAIME SERRA         (Jaime Serra)	Director	March 8, 2004
/s/    STEVEN P. STANBROOK         (Steven P. Stanbrook)	Director	March 3, 2004

EX-31

Exhibit 31

Certification of Chief Executive Officer

I, Fernando Aguirre, certify that:

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

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

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

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

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2004

	/s/    FERNANDO AGUIRRE
Title:	Chief Executive Officer

Certification of Chief Financial Officer

I, James B. Riley, certify that:

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

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

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

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

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2004

	/s/    JAMES B. RILEY
Title:	Chief Financial Officer

EX-32

Exhibit 32

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, 2003 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 10, 2004

	/s/    FERNANDO AGUIRRE
Name:	Fernando Aguirre
Title:	Chief Executive Officer

Dated: March 10, 2004

	/s/    JAMES B. RILEY
Name:	James B. Riley
Title:	Chief Financial Officer