8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2005

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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

250 East Fifth Street, Cincinnati, Ohio 45202

(Address of Principal Executive Offices)

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

N/A

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

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

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement

Amended and Restated Credit Agreement

On June 28, 2005, Chiquita Brands International, Inc. (the “Company”) and Chiquita Brands L.L.C. (the “Borrower”), the main operating subsidiary of the Company, entered into an amended and restated credit agreement (the “Credit Agreement”), effective June 28, 2005, with a syndicate of bank lenders (the “Lenders”), including Wachovia Bank, National Association, as administrative agent, letter of credit issuer and swing line lender, Wachovia Capital Markets, LLC, as co-lead arranger, Wells Fargo Bank, National Association, as letter of credit issuer, Morgan Stanley Senior Funding, Inc., as syndication agent and co-lead arranger and Goldman Sachs Credit Partners L.P., as documentation agent, for a $650 million senior secured credit facility (the “Credit Facility”). The Credit Agreement amends and replaces the credit agreement entered into by the Borrower on January 7, 2005. The Credit Facility consists of a $150 million revolving credit facility (the “Revolving Credit Facility”), a $125 million term loan B (the “Term Loan B”) and a $375 million term loan C (the “Term Loan C”). The Revolving Credit Facility may be increased to $200 million under certain conditions.

Borrowings under the Revolving Credit Facility may be used for working capital requirements and other general corporate purposes, including permitted acquisitions. Borrowings under the Term Loan B were used to fund the acquisition of the “Fresh Express” unit (the “Acquisition”) from Performance Food Group Company (“PFG”) described in Item 2.01 below. The Revolving Credit Facility also contains provisions for the issuance of standby and commercial letters of credit, in US dollars and certain foreign currencies, including the euro. The Revolving Credit Facility matures on June 28, 2010 and the Term Loan B matures on June 28, 2012. The Revolving Credit Facility bears interest, at the Borrower’s option, at either a rate equal to LIBOR plus an applicable margin of 1.25% to 2.75%, or at Wachovia Bank’s base rate plus an applicable margin of 0.25% to 1.75%, depending in each case on the Company’s consolidated leverage ratio. The Term Loan B bears interest, at the Borrower’s option, at either a rate equal to LIBOR plus 2.25% to 2.50% for the first year and 2.00% to 2.50% thereafter or at Wachovia Bank’s base rate plus 1.25% to 1.50% for the first year and 1.00% to 1.50% thereafter, depending in each case on the Company’s consolidated leverage ratio. Initially, the interest rate on the Term Loan B is 2.25%. The Borrower is required to pay a fee on the daily unused portion of the Revolving Credit Facility which will be 0.50% per annum on the daily unused amount for the first six months, and may decrease thereafter to 0.25% per annum depending on the Company’s consolidated leverage ratio. There are currently no borrowings under the Revolving Credit Facility, however, approximately $22 million of letters of credit have been issued under the Revolving Credit Facility. The Term Loan B amortizes quarterly commencing at the end of the first full fiscal quarter with 1% of the aggregate initial principal amount payable each year, up to and including the sixth year following the entry into the Credit Agreement, with the balance payable in quarterly amounts during the seventh year following the entry into the Credit Agreement.

The Borrower’s obligations under the Revolving Credit Facility and the Term Loan B are guaranteed on a senior secured basis by the Company, all of the Borrower’s material domestic subsidiaries (other than the subsidiaries comprising the Fresh Express unit) and certain of the Borrower’s material Latin American subsidiaries. The obligations under the Revolving Credit Facility and Term Loan B are secured by a first priority lien on substantially all of the assets of the Borrower and the Borrower’s material domestic subsidiaries, including, without limitation,

the Chiquita® trademark, 100% of the stock of the Borrower’s material domestic subsidiaries (other than the stock of the subsidiaries comprising the Fresh Express unit), and at least 65% of the stock of certain of the Borrower’s material European, Latin American and other foreign subsidiaries.

The Term Loan C matures on June 28, 2012. Borrowings under the Term Loan C were used to fund the Acquisition. At the Borrower’s option, the Term Loan C will bear interest at either a rate equal to LIBOR plus 2.25% to 2.50% for the first year and 2.00% to 2.50% thereafter, or at Wachovia Bank’s base rate plus 1.25% to 1.50% for the first year and 1.00% to 1.50% thereafter, depending in each case on the Company’s consolidated leverage ratio. Initially, the interest rate on the Term Loan C is 2.25%. The Term Loan C amortizes quarterly commencing at the end of the first full fiscal quarter, with 1% of the aggregate initial principal amount payable each year, up to and including the sixth year following the entry into the Credit Agreement, with the balance payable in quarterly amounts during the seventh year following the entry into the Credit Agreement.

The Borrower’s obligations under the Term Loan C are guaranteed on a senior unsecured basis by the Company and the Borrower’s material domestic subsidiaries (other than the subsidiaries comprising the Fresh Express unit) and on a senior secured basis by the subsidiaries comprising the Fresh Express unit. The obligations under the Term Loan C are secured solely by a first priority lien on substantially all of the assets of the Fresh Express unit in existence on June 28, 2005, including a pledge of the stock of the subsidiaries comprising the Fresh Express unit.

The Term Loan B and the Term Loan C may be repaid without penalty, but unlike the Revolving Credit Facility, amounts repaid may not be reborrowed. The Credit Facility includes covenants that (a) require the Company to maintain certain financial ratios related to consolidated leverage, the Borrower’s leverage and fixed charge coverage, (b) place limitations on the ability of the Borrower and its subsidiaries to incur debt, create liens, dispose of assets, carry out mergers and acquisitions, and make investments and capital expenditures and (c) place limitations on the Borrower’s ability to make loans, distributions or other transfers to the Company. However, payments to the Company are permitted: (i) whether or not any event of default exists or is continuing under the Credit Facility, for all routine operating expenses in connection with the Company’s normal operations and to fund certain liabilities of the Company (including interest payments on the Company’s senior notes) and (ii) subject to no continuing event of default and compliance with the financial covenants, for other financial needs, including (A) payment of dividends and distributions to the Company’s shareholders and (B) repurchases of the Company’s common stock and warrants.

From time to time, some of the Lenders and their affiliates have provided, and may in the future provide, investment banking and commercial banking services and general financing and other services to the Company for which they have in the past received, and may in the future receive, customary fees (some of such relationships are disclosed elsewhere in this report). Wachovia Bank, National Association is the Company’s stock transfer agent, and certain of the Lenders provide services as trustee, agent and/or administrator for various employee benefit plans of the Company and its subsidiaries, including, the Company’s employee savings and investment (401(k)) plan, for which Wells Fargo is trustee. Certain Lenders and their affiliates provide other loan, credit and banking services including cash investments and commodity and currency hedging programs, all on commercial terms. Those Lenders or Lender affiliates which provide commodity and hedging programs enjoy a secured position for these obligations in the collateral provided under the Credit Facility.

The Credit Agreement is filed as Exhibit 10.1 to this report.

Indenture

On June 28, 2005, the Company completed the offering of $225 million of its 8 ⁷/8% senior notes due 2015 (“Notes”) to qualified institutional buyers pursuant to Rule 144A, and outside of the United States pursuant to Regulation S, under the Securities Act of 1933 (the “Note Offering”). In connection with the Note Offering, the Company entered into an Indenture and a Registration Rights Agreement, as described in the following paragraphs.

The Notes were issued under an indenture, dated as of June 28, 2005, with LaSalle Bank National Association, as trustee (the “Indenture”). The Indenture and form of note, which is attached as an exhibit to the Indenture, provide, among other things, that the Notes will bear interest of 8 ⁷/8 percent per year (payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2005), and will mature on December 1, 2015. The Company may redeem the Notes at its option at any time on or after June 1, 2010, in whole or from time to time in part, at redemption prices specified in the Indenture. Before June 1, 2010, the Company may redeem some or all of the Notes at a specified treasury make-whole rate. Upon a change of control of the Company followed by a downgrade in the rating of the Notes, the Company will be required to make an offer to purchase the Notes at 101% of their principal amount, plus accrued interest. The Indenture contains covenants that will, among other things and subject to a number of qualifications and exceptions, limit the ability of the Company and its subsidiaries to incur additional indebtedness and issue preferred stock, sell assets, make investments or other restricted payments, pay dividends or make distributions in respect of the Company’s capital stock, create certain liens, merge or consolidate, issue or sell stock of subsidiaries, place limits on dividends and other payment restrictions affecting certain subsidiaries, engage in sale-leaseback transactions, enter into transactions with certain stockholders or affiliates and guarantee Company debt. If the Notes are, in the future, rated investment grade by either Standard & Poor’s Ratings Group or Moody’s Investors Services, Inc., certain of these covenants will, thereafter, no longer apply to the Notes, irrespective of whether the Notes continue to be rated at investment grade.

The Notes and the Indenture include, as events of default, failure to pay principal on any Notes, when due; failure to pay interest on the Notes for 30 days after becoming due; failure in the performance of any other covenant contained in the terms of the Notes or the Indenture for a period of 60 days after written notice from the Trustee or the holders of 25% principal amount of Notes then outstanding; acceleration of other debt agreements representing in excess of $30 million of indebtedness of the Company and certain of its subsidiaries; the entry of nonappealable judgments in excess of $30 million against the Company or certain subsidiaries; and certain bankruptcy events.

There are no material relationships between LaSalle Bank National Association and the Company or any of their respective affiliates, other than (a) LaSalle Bank’s service as trustee, registrar and paying agent under the Indenture, (b) LaSalle Bank’s service as trustee, registrar

and paying agent under the indenture for the Company’s 7½% senior notes due 2014, (c) an affiliate of LaSalle Bank, ABN Amro Incorporated, was one of the placement agents in the Note Offering and (d) LaSalle Bank and certain of its affiliates have in the past provided and currently provide loans, guarantee facilities and other banking services, including foreign exchange, to the Company and certain of its subsidiaries, and these entities may continue to do so in the future.

The Indenture is filed as Exhibit 4.1 to this report.

Registration Rights Agreement

In connection with the completion of the Note Offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of June 28, 2005, with the placement agents of the Notes, Morgan Stanley & Co. Incorporated, Wachovia Capital Markets LLC, Goldman, Sachs & Co., BB&T Capital Markets, a division of Scott & Stringfellow, Inc., ABN Amro Incorporated and Rabo Securities USA, Inc. (the “Placement Agents”). The Registration Rights Agreement requires the Company to use its reasonable best efforts (i) to file with the Securities and Exchange Commission (“SEC”) a registration statement covering an offer to exchange the Notes for freely tradeable notes with substantially similar terms, (ii) to cause such registration statement to be declared effective by the SEC, (iii) to commence the exchange offer promptly after the registration statement is declared effective, (iv) to consummate the exchange offer within 60 days after the effective date of the registration statement and, (iv) if the Company cannot effect the exchange offer within seven months after June 28, 2005, to file a shelf registration statement for the resale of the Notes. In addition, if the exchange offer is not completed within seven months, the interest payable on the Notes will increase by 1/2% until (i) the exchange offer is consummated or (ii) a shelf registration statement relating to resales of the Notes is declared effective by the SEC.

From time to time, some of the Placement Agents and their affiliates have provided, and may in the future provide from time to time, investment banking and commercial banking services and general financing and other services to the Company for which they have in the past received, and may in the future receive, customary fees (some of such relationships are disclosed elsewhere in this report). Wachovia Bank, National Association, an affiliate of Wachovia Capital Markets, LLC, is the administrative agent under the Credit Facility and is the Company’s stock transfer agent; in addition, affiliates of Wachovia Capital Markets, LLC, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., ABN AMRO Incorporated and Rabo Securities USA, Inc., are lenders under the Credit Facility. LaSalle Bank National Association, the trustee under the Indenture, is an affiliate of ABN AMRO Incorporated. In addition, Morgan Stanley & Co. Incorporated acted as financial advisor to the Company in connection with Acquisition.

The Registration Rights Agreement is filed as Exhibit 4.2 to this report.

Item 2.01. Completion of Acquisition or Disposition of Assets

On June 28, 2005, the Company completed, pursuant to the Stock Purchase Agreement dated February 22, 2005 between the Company and PFG (a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 23, 2005), its previously announced

acquisition of the “Fresh Express” unit from PFG for a purchase price of $855,000,000. In addition, at closing, the Company transferred to PFG additional funds of $25,857,892 corresponding to the estimated amount of cash at Fresh Express and outstanding checks (issued by PFG in payment of Fresh Express obligations) in excess of deposits. There will also be a post-closing working capital adjustment, as well as an adjustment for differences in actual and estimated closing cash and checks in excess of deposits. The Company financed a portion of the closing payments with the Term Loan B, the Term Loan C and the Notes, as described elsewhere in this report. There were no material relationships between the Company and PFG at the time of the transaction.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this report relating to the Credit Agreement and to the Notes issued under the Indenture is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

(Required financial statements will be filed by amendment within the required time period)

(b) Pro Forma Financial Information

(Required pro forma financial information will be filed by amendment within the required time period)

(c) Exhibits.

4.1 Indenture, dated as of June 28, 2005, between Chiquita Brands International, Inc. and LaSalle Bank National Association, as trustee, relating to $225 million aggregate principal amount of 8 ⁷/8% Senior Notes due 2015.

4.2 Registration Rights Agreement, dated as of June 28, 2005, between Chiquita Brands International, Inc. and Morgan Stanley & Co. Incorporated, Wachovia Capital Markets, LLC, Goldman, Sachs & Co., BB&T Capital Markets, a division of Scott & Stringfellow, Inc., ABN AMRO Incorporated and Rabo Securities USA, Inc., as placement agents of the Company’s 8 ⁷/8% Senior Notes due 2015.

10.1 Amended and Restated Credit Agreement dated as of June 28, 2005, among Chiquita Brands International, Inc., Chiquita Brands L.L.C., certain financial institutions as lenders, and Wachovia Bank, National Association as administrative agent, letter of credit issuer and swing line lender, Wells Fargo Bank, National Association as letter of credit issuer, Morgan Stanley Senior Funding, Inc. as syndication agent and co-lead arranger and Goldman Sachs Credit Partners L.P. as documentation agent.

SIGNATURES

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

Date: June 30, 2005	CHIQUITA BRANDS INTERNATIONAL, INC.
	By:	/s/ Robert W. Olson
		Robert W. Olson
		Senior Vice President, General Counsel and Secretary

EX-4.1

Exhibit 4.1

EXECUTION COPY

CHIQUITA BRANDS INTERNATIONAL, INC.,

Issuer

and

LASALLE BANK NATIONAL ASSOCIATION

Trustee

Indenture

Dated as of June 28, 2005

8 ⁷/8% Senior Notes due 2015

CROSS-REFERENCE TABLE

TIA Sections		Indenture Sections
§ 310	(a)	7.09
	(b)	7.08; 7.10
§ 311	(a)	7.13
	(b)	7.13
§ 312	(a)	2.04; 7.15
	(b)	7.16; 10.02
	(c)	7.16; 10.02
§ 313	(a)	7.17
	(b)	7.17
	(c)	7.17; 10.02
§ 314	(a)	1.01; 7.18
	(c)	10.03
	(e)	1.01
§ 315	(a)	7.03
	(b)	7.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
§ 316	(a)	6.05; 6.06
	(b)	6.06
	(c)	6.10
§ 317	(a)	6.08; 6.09
	(b)	2.05

Note:  The Cross-Reference Table shall not for any purpose be deemed to be a part of this Indenture.

TABLE OF CONTENTS¹

		Page
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions	1
SECTION 1.02.	Incorporation by Reference of Trust Indenture Act	28
SECTION 1.03.	Rules of Construction	28
ARTICLE TWO
THE NOTES
SECTION 2.01.	Form and Dating	29
SECTION 2.02.	Execution and Authentication	30
SECTION 2.03.	Methods of Receiving Payments on the Notes	31
SECTION 2.04.	Registrar and Paying Agent	31
SECTION 2.05.	Paying Agent to Hold Money in Trust	31
SECTION 2.06.	Holder Lists	32
SECTION 2.07.	Transfer and Exchange	32
SECTION 2.08.	Replacement Notes	45
SECTION 2.09.	Outstanding Notes	45
SECTION 2.10.	Treasury Notes	46
SECTION 2.11.	Temporary Notes	46
SECTION 2.12.	Cancellation	46
SECTION 2.13.	[Intentionally Omitted]	46
SECTION 2.14.	CUSIP Numbers	46
SECTION 2.15.	Defaulted Interest	46
ARTICLE THREE
REDEMPTION
SECTION 3.01.	Right of Redemption	47
SECTION 3.02.	Notices to Trustee	48
SECTION 3.03.	Selection of Notes to Be Redeemed	48
SECTION 3.04.	Notice of Redemption	48
SECTION 3.05.	Effect of Notice of Redemption	49
SECTION 3.06.	Deposit of Redemption Price	49
SECTION 3.07.	Payment of Notes Called for Redemption	49
SECTION 3.08.	Notes Redeemed in Part	50

Note:  The Table of Contents shall not for any purposes be deemed to be a part of this Indenture.

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ARTICLE FOUR
COVENANTS
SECTION 4.01.	Payment of Notes	50
SECTION 4.02.	Maintenance of Office or Agency	50
SECTION 4.03.	Limitation on Indebtedness	51
SECTION 4.04.	Limitation on Restricted Payments	51
SECTION 4.05.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	54
SECTION 4.06.	Limitation on the Issuance and Sale of Equity Interests of Restricted Subsidiaries	56
SECTION 4.07.	Limitation on Issuances of Guarantees by Restricted Subsidiaries	56
SECTION 4.08.	Transactions with Affiliates of the Company	57
SECTION 4.09.	Limitation on Liens	58
SECTION 4.10.	Limitation on Sale-Leaseback Transactions	58
SECTION 4.11.	Limitation on Asset Sales	59
SECTION 4.12.	Business Activities	61
SECTION 4.13.	Payments for Consent	61
SECTION 4.14.	Repurchase of Notes upon a Change of Control	61
SECTION 4.15.	Existence	61
SECTION 4.16.	Payment of Taxes and Other Claims	61
SECTION 4.17.	Maintenance of Properties	61
SECTION 4.18.	Notice of Defaults	62
SECTION 4.19.	Compliance Certificates	62
SECTION 4.20.	Commission Reports and Reports to Holders	62
SECTION 4.21.	Waiver of Stay, Extension or Usury Laws	62
SECTION 4.22.	Termination of Covenants	63
ARTICLE FIVE
SUCCESSOR CORPORATION
SECTION 5.01.	When Company May Merge, Etc.	63
SECTION 5.02.	Successor Substituted	65
ARTICLE SIX
DEFAULT AND REMEDIES
SECTION 6.01.	Events of Default	65
SECTION 6.02.	Acceleration	66
SECTION 6.03.	Other Remedies	66
SECTION 6.04.	Waiver of Past Defaults	67
SECTION 6.05.	Control by Majority	67
SECTION 6.06.	Limitation on Suits	67
SECTION 6.07.	Rights of Holders to Receive Payment	68
SECTION 6.08.	Collection Suit by Trustee	68
SECTION 6.09.	Trustee May File Proofs of Claim	68

ii

SECTION 6.10.	Priorities	68
SECTION 6.11.	Undertaking for Costs	69
SECTION 6.12.	Restoration of Rights and Remedies	69
SECTION 6.13.	Rights and Remedies Cumulative	69
SECTION 6.14.	Delay or Omission Not Waiver	69
ARTICLE SEVEN
TRUSTEE
SECTION 7.01.	Certain Duties and Responsibilities	70
SECTION 7.02.	Notice of Default	70
SECTION 7.03.	Certain Rights of Trustee	71
SECTION 7.04.	Not Responsible for Recitals or Issuance of Notes	72
SECTION 7.05.	May Hold Notes	72
SECTION 7.06.	Money Held in Trust	72
SECTION 7.07.	Compensation and Reimbursement	72
SECTION 7.08.	Disqualification; Conflicting Interests	73
SECTION 7.09.	Corporate Trustee Required; Eligibility	73
SECTION 7.10.	Resignation and Removal; Appointment of Successor	73
SECTION 7.11.	Acceptance of Appointment by Successor	74
SECTION 7.12.	Merger, Conversion, Consolidation or Succession to Business	75
SECTION 7.13.	Preferential Collection of Claims Against Company	75
SECTION 7.14.	Authenticating Agents	75
SECTION 7.15.	Preservation of Information; Company to Furnish Trustee Names and Addresses of Holders	77
SECTION 7.16.	Communications to Holders	77
SECTION 7.17.	Reports by Trustee	77
SECTION 7.18.	Reports by Company	77
ARTICLE EIGHT
DISCHARGE OF INDENTURE
SECTION 8.01.	Termination of Company’s Obligations	78
SECTION 8.02.	Defeasance and Discharge of Indenture	79
SECTION 8.03.	Defeasance of Certain Obligations	81
SECTION 8.04.	Application of Trust Money	82
SECTION 8.05.	Repayment to Company	82
SECTION 8.06.	Reinstatement	83
ARTICLE NINE
AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION 9.01.	Without Consent of Holders	83
SECTION 9.02.	With Consent of Holders	84
SECTION 9.03.	Revocation and Effect of Consent	85
SECTION 9.04.	Notation on or Exchange of Notes	85
SECTION 9.05.	Trustee to Sign Amendments, Etc.	85
SECTION 9.06.	Conformity with Trust Indenture Act	86

iii

ARTICLE TEN
MISCELLANEOUS
SECTION 10.01.	Trust Indenture Act of 1939	86
SECTION 10.02.	Notices	86
SECTION 10.03.	Certificate and Opinion as to Conditions Precedent	87
SECTION 10.04.	Statements Required in Certificate or Opinion	87
SECTION 10.05.	Rules by Trustee, Paying Agent or Registrar	88
SECTION 10.06.	Payment Date Other Than a Business Day	88
SECTION 10.07.	Governing Law	88
SECTION 10.08.	No Adverse Interpretation of Other Agreements	88
SECTION 10.09.	No Recourse Against Others	88
SECTION 10.10.	Successors	88
SECTION 10.11.	Duplicate Originals	89
SECTION 10.12.	Separability	89
SECTION 10.13.	Table of Contents, Headings, Etc.	89

EXHIBIT A	Form of Note	A-1
EXHIBIT B	Form of Certificate of Transfer	B-1
EXHIBIT C	Form of Certificate of Exchange	C-1
EXHIBIT D	Form of Certificate from Acquiring Institutional Accredited Investor	D-1

iv

INDENTURE, dated as of June 28, 2005 between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”) and LaSalle Bank National Association, as trustee (the “Trustee”).

RECITALS

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to $225,000,000 aggregate principal amount of the Company’s 8 ⁷/8% Senior Notes due 2015 (the “Notes”) issuable as provided in this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee hereunder and duly issued by the Company, valid obligations of the Company as hereinafter provided.

This Indenture is subject to, and shall be governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and to govern indentures qualified under the Trust Indenture Act of 1939, as amended.

AND THIS INDENTURE FURTHER WITNESSETH

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“144A Global Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, that shall be issued in a denomination equal to the outstanding principal amount at maturity of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with an acquisition of such Person’s assets.

“Acquisition” means the acquisition by the Company of 100% of the capital stock of Fresh International Corp., a Delaware corporation, Fresh Advantage, Inc., a Virginia corporation, RediCut Foods, Inc., an Illinois corporation, and K.C. Salad Holdings, Inc., a Missouri corporation, from Performance Food Group Company, a Tennessee corporation, pursuant to a purchase agreement, dated February 22, 2005, among the Company, Chiquita Brands L.L.C., a Delaware limited liability company, and Performance Food Group Company.

“Additional Notes” means an unlimited maximum aggregate principal amount of Notes (other than the Notes issued on the date hereof) issued under this Indenture in accordance with Section 2.02 hereof.

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

“Affiliate” of any specified individual or entity, means (i) any other individual or entity who directly or indirectly controls or is controlled by or is under direct or indirect common control with the specified individual or entity or (ii) any individual or entity that beneficially owns 10% or more of the voting power of the Company’s Equity Interests (exclusive of any individual or entity that is permitted to report such ownership pursuant to Schedule 13G under the Exchange Act). For the purposes of this definition, “control” of an entity means having the power to direct the management and policies of the entity directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means any Registrar, co-registrar, Paying Agent or Authenticating Agent.

“Agent Members” has the meaning provided in Section 2.07(a).

“Applicable Premium” means, with respect to any Note on any redemption date, the excess of (A) the present value at such redemption date of (1) the redemption price of such Note at June 1, 2010 (such redemption price being set forth in the table in Section 3.01 hereof) plus (2) all required interest payments due on such Note through June 1, 2010 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate on such redemption date plus 50 basis points over (B) the principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(i) the sale, conveyance or other disposition of any assets, other than sales or leases of inventory or other assets in the ordinary course of business; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole shall be governed by Section 4.14 and/or Section 5.01 hereof, as applicable, and not by Section 4.11; or

(ii) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries, other than such an issuance or sale to the Company or one or more of its Restricted Subsidiaries

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(other than director’s qualifying shares or shares required by applicable law to be held by a person other than the Company or a Restricted Subsidiary).

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

(i) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million or in which the Company receives aggregate consideration of less than $5.0 million;

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

(iii) an issuance or transfer of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(iv) a Restricted Payment or Permitted Investment that is permitted by Section 4.04 of this Indenture;

(v) sales or other dispositions of assets or Equity Interests that comply with clause (1) of the first paragraph of Section 4.11 of this Indenture, to the extent such sales or dispositions constitute “Permitted Investments”;

(vi) disposals or replacement of obsolete or worn-out equipment;

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

(viii) the sale or discount of accounts receivable in the ordinary course of business and the sale or transfer of Receivables Related Assets in connection with a Qualified Receivables Transaction; and

(ix) the surrender or waiver of contract rights or the settlement, release, or surrender of contract, tort or other claims.

“Authenticating Agent” means any Person authorized to authenticate and deliver Notes on behalf of the Trustee for the Notes pursuant to Section 7.14.

“Authentication Order” has the meaning provided in Section 2.02.

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

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“beneficial owner” or “beneficially owned” for the purposes of the definition of Change of Control exclusively, has the meaning given to it in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person thereunder shall be deemed to have beneficial ownership of all Equity Interests that such Person has the rights to acquire, whether the right is exercisable immediately or after the passage of time.

“Board of Directors” means, with respect to any Person, the Board of Directors, Board of Managers or similar governing body of such Person or any duly authorized committee of such Board of Directors.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in The City of New York or in the city of the Corporate Trust Office of the Trustee are authorized by law to close.

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

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

(i) any “Person” is or becomes the “beneficial owner” directly or indirectly, of more than 50% of the total voting power of all outstanding classes of voting capital stock of the Company; or

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

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

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Decline.

“Clearstream” means Clearstream Banking, société anonyme, Luxembourg (formerly Cedel Bank, société anonyme), and any successor thereto.

“Closing Date” means the date on which the Notes are originally issued under this Indenture.

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“Commission” means the Securities and Exchange Commission or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the TIA, then the body performing such duties at such time.

“Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article Five of this Indenture and thereafter means the successor.

“Company Order” means a written request or order signed in the name of the Company (i) by its Chairman, a Vice Chairman, its President or any Vice President and (ii) by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee; provided, however, that such written request or order may be signed by any two of the officers or directors listed in clause (i) above in lieu of being signed by one of such officers or directors listed in such clause (i) and one of the officers listed in clause (ii) above.

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

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

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

(iii) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses, write-downs (including asset impairment charges resulting from the application of SFAS No. 142), charges or accruals of such Person and its Restricted Subsidiaries (excluding such non-cash expense to the extent it represents an accrual or reserve for cash payments in any future period) for such period to the extent that such depreciation, amortization and other non-cash expenses, write-downs, charges or accruals were deducted in computing such Consolidated Net Income; minus

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

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof; (2) the cumulative effect of a change in accounting principles, any extraordinary gains or losses and any gains or losses realized in connection with an asset sale (including disposals of discontinued operations) shall be excluded; and (3) solely for the purposes of determining Consolidated Cash Flow, any net after-tax income or loss from discontinued operations shall be excluded.

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Notwithstanding the foregoing, for purposes of clause (c) of Section 4.04 only, there shall be excluded from Consolidated Net Income that portion, if any, of the Net Income of any Restricted Subsidiary that is not permitted, directly or indirectly, to be paid by way of dividend, distribution or loan to stockholders of such Subsidiary by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders; provided that the foregoing shall not apply to restrictions that are permitted by clause (a) or (e) of the second paragraph of Section 4.05.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date of this Indenture, located at 135 South LaSalle Street, Suite 1960, Chicago, Illinois 60603.

“Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of the Closing Date, by and among Chiquita Brands L.L.C., as Borrower, the Company, each of the lenders party thereto from time to time, Wachovia Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, Morgan Stanley Senior Funding, Inc., as Syndication Agent and Co-Lead Arranger, Wachovia Capital Markets, LLC, as Co-Lead Arranger and Goldman Sachs Credit Partners L.P., as Documentation Agent, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

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

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

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.07 hereof, substantially in the form of Exhibit A hereto, and such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Designated Non-cash Consideration” means non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration by the Company and, if the value of such Designated Non-cash Consideration exceeds $5 million, pursuant to an Officers’ Certificate setting forth the Fair Market Value thereof.

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“Depositary” means The Depository Trust Company, its nominees, and their respective successors.

“Disqualified Stock” means any Equity Interests that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes are or become due. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Equity Interests upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock if the terms of such Equity Interests provide that the Company may not repurchase or redeem any such Equity Interests pursuant to such provisions until after the Company complies with Section 4.11 or 4.14.

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

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and any successor thereto.

“Event of Default” has the meaning provided in Section 6.01.

“Excess Proceeds” has the meaning provided in Section 4.11.

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

“Exchange Notes” means any securities of the Company containing terms identical to the Notes (except that such Exchange Notes shall be registered under the Securities Act) that are issued and exchanged for the Notes pursuant to the Registration Rights Agreement and this Indenture.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, provided that any transaction involving consideration of $10 million or more, the Fair Market Value shall be determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of (1) the consolidated interest expense of such Person and its Restricted

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

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

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

“Fleet Assets” means ocean going vessels and related equipment and machinery owned by the Company or any of its Restricted Subsidiaries and any assets related thereto,

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including the stock of any Restricted Subsidiary, the principal assets of which consist of Fleet Assets.

“Food-Related Businesses” means businesses or operations involving food or food products, including any business related, ancillary or complementary thereto; provided that if in the case of any business acquired or joint venture entered into by the Company or any of its Restricted Subsidiaries after the Closing Date, such business or joint venture is primarily engaged in one or more Food-Related Businesses, then such acquired business or joint venture shall be deemed to be engaged in Food-Related Businesses.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of September 28, 2004, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations contained or referred to in this Indenture shall be computed in conformity with GAAP applied on a consistent basis, except that calculations made for purposes of determining compliance with the terms of the covenants and with other provisions of this Indenture shall be made without giving effect to (1) the amortization or write-off of any expenses incurred in connection with the Transactions and the offering of the Notes and the application of the proceeds therefrom and any costs or expenses incurred by the Company in connection with the tender and consent solicitation for the Company’s 10.56% Senior Notes due 2009 and the write-off of any debt issuance costs in connection therewith and (2) except as otherwise provided, the amortization or write-off of any amounts required or permitted by Statement of Financial Accounting Standards Nos. 141 and 142.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.07(a), 2.07(b), 2.07(d) or 2.07(f) of this Indenture.

“Global Note Legend” means the legend set forth in Section 2.07(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

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

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

“Holder” or “Noteholder” means the registered holder of any Note.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, contingent or otherwise, in respect of:

(i) borrowed money;

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

(iii) banker’s acceptances;

(iv) Capital Lease Obligations;

(v) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

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

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

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

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

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“Institutional Accredited Investor” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Interest Payment Date” means each semiannual interest payment date on June 1 and December 1 of each year, commencing December 1, 2005, unless such day is not a Business Day, then the next succeeding Business Day.

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

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

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, to the extent that such items are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided, however, that the advancement of funds by the Company or any of its Restricted Subsidiaries in the ordinary course of business to growers or suppliers of food-related products as advances against payment for such products shall not constitute an Investment. “Investments” shall also include (1) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and (2) the retention of the Equity Interests (or any other Investment) by the Company or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Restricted Subsidiary. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04 of this Indenture, the amount of or a reduction in an Investment shall be equal to the Fair Market Value thereof at the time such Investment is made or reduced.

“Legended Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means any mortgage, lien, pledge, security interest, conditional sale or other title retention agreement, charge or other security interest or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof; any option or

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other agreement to sell or give a security interest therein and any filing of, or agreement to file, any financing statement under the Uniform Commercial Code (or equivalent statutes of any jurisdiction).

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

“Net Cash Proceeds” means:

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

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

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

“Non-U.S. Person” means a person who is not a “U.S. person” (as defined in Regulation S).

“Notes” means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall include the Notes initially issued on the Closing Date, any Exchange Notes to be issued and exchanged for any Notes pursuant to the Registration Rights Agreement and this Indenture and any other Notes issued after the Closing Date under this Indenture. For purposes of this Indenture, all Notes shall vote together as one series of Notes under this Indenture.

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

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

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

(iii) that any Note not tendered will continue to accrue interest pursuant to its terms;

(iv) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;

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

(vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and

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

On the Payment Date, the Company shall (a) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples of $1,000. The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. The Company will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations

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thereunder to the extent such laws and regulations are applicable, in the event that the Company is required to repurchase Notes pursuant to an Offer to Purchase.

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

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

“Opinion of Counsel” means a written opinion signed by legal counsel reasonably acceptable to the Trustee, who may be an employee of or counsel to the Company, that meets the requirements of Section 10.04.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and with respect to DTC, shall include Euroclear and Clearstream).

“Paying Agent” has the meaning provided in Section 2.04, except that, for the purposes of Article Eight, the Paying Agent shall not be the Company or a Subsidiary of the Company or an Affiliate of any of them. The term “Paying Agent” includes its successors and assigns and any additional Paying Agent.

“Payment Date” has the meaning provided in the definition of Offer to Purchase.

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

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

(ii) the Notes;

(iii) Indebtedness under Credit Facilities outstanding at any time in an aggregate amount not to exceed $650.0 million, less the amount of Receivables Program Obligations then outstanding;

(iv) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund (which shall include extensions, renewals, deferrals, amendments, supplements and modifications), then outstanding Indebtedness (other than Indebtedness outstanding under clause (iii), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a) Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iv) if (x) in case the Notes are refinanced in part or the Indebtedness to

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be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes, (b) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded and (c) such new Indebtedness is Incurred by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness to be refinanced or refunded; provided that indebtedness of a Restricted Subsidiary may be refinanced by such Restricted Subsidiary or any other Restricted Subsidiary;

(v) Intercompany Debt Obligations between or among the Company and any of its Restricted Subsidiaries; provided that any Intercompany Debt Obligations of the Company incurred after the Closing Date other than in connection with Refinancing Indebtedness must be evidenced by an intercompany note; provided further that (i) any subsequent issuance or transfer of any Equity Interests that results in such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of such Indebtedness to a Person other than the Company or a Restricted Subsidiary shall each be deemed to be an incurrence of Indebtedness by the obligor if and to the extent that it is the Company or a continuing Restricted Subsidiary of the Company;

(vi) Guarantees by a Restricted Subsidiary of Indebtedness of an unrelated third party which is involved in a commercial relationship with the Company or a Restricted Subsidiary in the ordinary course of business, such as a supplier, customer or service-provider; provided that (a) the Company has not guaranteed it and is not otherwise legally liable for it, (b) the indebtedness guaranteed under this clause does not exceed an aggregate amount outstanding at any time of $15 million, and (c) the proceeds of the underlying Indebtedness are or have been used by the borrower in Food-Related Businesses;

(vii) Indebtedness of the Company or any of its Restricted Subsidiaries secured by Liens on the Fleet Assets and refinancings thereof in an aggregate amount outstanding at any time not to exceed $90.0 million;

(viii) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate amount outstanding at any time not to exceed $75 million;

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

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

(xi) Indebtedness of the Company or any of its Restricted Subsidiaries in respect to performance bonds, bankers’ acceptances, workers compensation claims, surety or appeal bonds payment obligations in connection with self-insurance or similar obligations and bank overdrafts; and

(xii) Receivables Program Obligations.

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

(i) Investments by the Company, or by a Restricted Subsidiary thereof, in the Company or a Restricted Subsidiary or in a Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Company or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary thereof;

(ii) Temporary Cash Investments;

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

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

(v) Investments existing on the Closing Date;

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

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

(viii) Investments in suppliers or customers that are received in bankruptcy, receivership or similar proceedings or as a result of foreclosure on a secured Investment

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in a third party received in exchange for or cancellation of an existing obligation of such supplier or customer to the Company or a Restricted Subsidiary;

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

(x) Investments in any Person (other than an Unrestricted Subsidiary) in an aggregate amount, as valued at the time each such Investment is made, not to exceed 10% of Total Assets at such time, so long as such Investments are in a Food-Related Business;

(xi) Investments represented by Guarantees in an aggregate amount not to exceed $15 million;

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

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

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

(xv) Investments made in connection with a Qualified Receivables Transaction; and

(xvi) Investments (other than Investments specified in clauses (i) through (xv) above) in an aggregate amount, as valued at the time each such Investment is made, not to exceed $25 million at any time after the Closing Date.

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

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

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

(iii) Liens on assets to secure the purchase price of assets to be acquired, which Liens cover only the assets acquired with such Indebtedness;

(iv) Liens securing Indebtedness (including Hedging Obligations with respect thereto) in an aggregate amount not to exceed the greater of (x) $650.0 million and (y) an amount equal to the Secured Debt Cap on the date on which such Lien is to be incurred, in each case less the amount of Receivables Program Obligations then outstanding;

(v) Liens on an entity or its assets existing at the time the entity becomes a Restricted Subsidiary or is merged with the Company or any of its Restricted Subsidiaries

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or assumed in connection with the acquisition of its assets; provided that such Liens were in existence prior to the contemplation of such acquisition or merger and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary or is merged with the Company;

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

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

(viii) Liens securing Intercompany Debt Obligations;

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

(x) Liens on property of a foreign Restricted Subsidiary to secure Indebtedness of that foreign Restricted Subsidiary that is otherwise permitted under the terms of the Notes;

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

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

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

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

(xv) Liens granted after the Closing Date on assets of the Company or its Restricted Subsidiaries created in favor of the holders of the Notes;

(xvi) Liens on the Fleet Assets securing Indebtedness in an aggregate amount not to exceed (a) $90 million plus (b) an amount equal to the amount of Indebtedness outstanding on the Closing Date secured by Liens on the Fleet Assets to the extent such Indebtedness has been repaid and/or refinanced after the Closing Date with Indebtedness

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incurred by the Company or any Restricted Subsidiary which is not so secured by Liens on the Fleet Assets;

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

(xviii) Liens to secure Hedging Obligations incurred in the ordinary course of business for the purpose of fixing or hedging interest rate risk, foreign currency risk or financial and other similar risks (including commodity risks); provided that with respect to Hedging Obligations with respect to Indebtedness such Liens do not extend to property or assets other than the property or assets securing such Indebtedness;

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

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

(xxi) Liens arising from the filing of Uniform Commercial Code financing statements regarding leases;

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

(xxiii) Liens on Receivables Program Assets securing Receivables Program Obligations;

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

(xxv) Liens not otherwise permitted by clauses (i) through (xxiv) above which at any time secure Indebtedness in an amount up to $75 million.

“Person” means an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof; provided, that the term “Person” for purposes of the definition of “Change of Control” has the meaning given to it in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended.

“Placement Agents” means Morgan Stanley & Co. Incorporated, Wachovia Securities, LLC, Goldman, Sachs & Co., ABN Amro Incorporated, Rabo Securities USA, Inc. and BB&T Capital Markets, a division of Scott & Stringfellow, Inc.

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“principal” of a debt security, including the Notes, means the principal amount due on the Stated Maturity as shown on such debt security.

“Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

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

“Purchase Money Note” means a promissory note evidencing the obligation of a Receivables Subsidiary to pay the purchase price for Receivables or other indebtedness to the Company or to any other Seller in connection with a Qualified Receivables Transaction, which note shall be repaid from cash available to the maker of such note, other than cash required to be held as reserves pursuant to Receivables Documents, amounts paid in respect of interest, principal and other amounts owing under Receivables Documents and amounts paid in connection with the purchase of newly generated Receivables.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any Subsidiary of the Company pursuant to which the Company or any such Subsidiary may sell, convey or otherwise transfer to a Receivables Subsidiary (in the case of a transfer by the Company or any other Seller) and any other person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any Receivables Program Assets (whether existing on the Closing Date or arising thereafter); provided that:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of a Receivables Subsidiary or Special Purpose Vehicle (i) is guaranteed by the Company or any other Seller (excluding Guarantees of obligations pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other Seller in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Company or any other Seller, directly or indirectly, contingently or otherwise, to the satisfaction of obligations incurred in such transactions, other than pursuant to Standard Securitization Undertakings;

(b) neither the Company nor any other Seller has any material contract, agreement, arrangement or understanding with a Receivables Subsidiary or a Special Purpose Vehicle (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company or such Seller than those that might be obtained at the time from Persons that are not Affiliates of

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the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and

(c) the Company and the other Sellers do not have any obligation to maintain or preserve the financial condition of a Receivables Subsidiary or a Special Purpose Vehicle or cause such entity to achieve certain levels of operating results.

“Rating Agencies” means (1) S&P and Moody’s or (2) if S&P or Moody’s or both of them are not making ratings publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Company, which will be substituted for S&P or Moody’s or both, as the case may be.

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

“Rating Decline” means (i) a decrease of one or more graduations (including graduations within Rating Categories as well as between Rating Categories) in the rating of the Notes by either Moody’s or S&P or (ii) a withdrawal of the rating of the Notes by Moody’s or S&P, in each case, directly as a result of a Change of Control; provided, however, that such decrease or withdrawal occurs on, or within 90 days following the date of public notice of the occurrence of a Change of Control or of the intention by the Company or a stockholder of the Company to effect a Change of Control, which period shall be extended so long as the rating of the Notes relating to the Change of Control as noted by the Rating Agency is under publicly announced consideration for downgrade by the applicable Rating Agency.

“Receivables” means all rights of the Company or any other Seller to payments (whether constituting accounts, chattel paper, instruments, general intangibles or otherwise, and including the right to payment of any interest or finance charges), which rights are identified in the accounting records of the Company or such Seller as accounts receivable.

“Receivables Documents” means:

(a) a receivables purchase agreement, pooling and servicing agreement, credit agreement, agreements to acquire undivided interests or other agreement to transfer, or create a security interest in, Receivables Program Assets, in each case as amended, modified, supplemented or restated and in effect from time to time and entered into by the Company, another Seller and/or a Receivables Subsidiary, and

(b) each other instrument, agreement and other document entered into by the Company, any other Seller or a Receivables Subsidiary relating to the transactions contemplated by the agreements referred to in clause (a) above, in each case as amended, modified, supplemented or restated and in effect from time to time.

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“Receivables Program Assets” means:

(a) all Receivables which are described as being transferred by the Company, another Seller or a Receivables Subsidiary pursuant to the Receivables Documents;

(b) all Receivables Related Assets; and

(c) all collections (including recoveries) and other proceeds of the assets described in the foregoing clauses.

“Receivables Program Obligations” means:

(a) notes, trust certificates, undivided interests, partnership interests or other interests representing the right to be paid a specified principal amount for the Receivables Program Assets; and

(b) related obligations of the Company, a Subsidiary of the Company or a Special Purpose Vehicle (including, without limitation, rights in respect of interest or yield, breach of warranty claims and expense reimbursement and indemnity provisions).

“Receivables Related Assets” means:

(a) any rights arising under the documentation governing or relating to Receivables (including rights in respect of liens securing such Receivables and other credit support in respect of such Receivables);

(b) any proceeds of such Receivables and any lockboxes or accounts in which such proceeds are deposited;

(c) spread accounts and other similar accounts (and any amounts on deposit therein) established in connection with a Qualified Receivables Transaction;

(d) any warranty, indemnity, dilution and other intercompany claim arising out of Receivables Documents; and

(e) other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Subsidiary” means a special purpose Wholly Owned Subsidiary of the Company created in connection with the transactions contemplated by a Qualified Receivables Transaction, which Subsidiary engages in no activities other than those incidental to such Qualified Receivables Transaction and which is designated as a Receivables Subsidiary by the Company’s Board of Directors. Any such designation by the Company’s Board of Directors shall be evidenced by filing with the Trustee a Board Resolution of the Company giving effect to such designation and an Officers’ Certificate certifying, to the best of such officers’ knowledge and belief after consulting with counsel, such designation, and the transactions in which the Receivables Subsidiary will engage, comply with the requirements of the definition of Qualified Receivables Transaction.

“Redemption Date” means, when used with respect to any Note to be redeemed, the date fixed for such redemption by or pursuant to this Indenture.

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“Redemption Price” means, when used with respect to any Note to be redeemed, the price at which such Note is to be redeemed pursuant to this Indenture.

“Registrar” has the meaning provided in Section 2.04.

“Registration Rights Agreement” means the registration rights agreement among the Company and Morgan Stanley & Co. Incorporated, Wachovia Capital Markets, LLC, Goldman, Sachs & Co., ABN Amro Incorporated, Rabo Securities USA, Inc. and BB&T Capital Markets, a division of Scott & Stringfellow, Inc., dated June 28, 2005.

“Registration Statement” means the Registration Statement as defined and described in the Registration Rights Agreement.

“Regular Record Date” for the interest payable on any Interest Payment Date means the April 15 or October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Note” means a Legended Regulation S Global Note or an Unlegended Regulation S Global Note, as appropriate.

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

“Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee in its Corporate Trust Office with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment made after September 28, 2004 other than Permitted Investments.

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

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Subsidiaries), or (b) purchases, redeems or retires for value Equity Interests of the Company or any of its Restricted Subsidiaries (other than Equity Interests owned by the Company or any of its Restricted Subsidiaries); (2) makes any principal payment on or with respect to, or redeems, repurchases, defeases or otherwise acquires or retires for value prior to its scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness that is subordinated to the Notes or any Subsidiary Guarantee or (3) makes any Restricted Investment.

“Restricted Period” means the 40-day restricted period as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated the Securities Act.

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

“Secured Debt Cap” means, on any date, an amount equal to 3.0 times the Consolidated Cash Flow of the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which financial statements are available immediately preceding such date. For purposes of making the computation referred to above, (1) acquisitions that have been made by the Company or any of its Restricted Subsidiaries, including through mergers or consolidations, since the beginning of the four-quarter period referred to above, shall be calculated on a pro forma basis (including Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter period and Consolidated Cash Flow for such four-quarter period and (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of since the beginning of the four-quarter period referred to above, shall be excluded.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Register” has the meaning provided in Section 2.04.

“Seller” means the Company or any Subsidiary of the Company (other than a Receivables Subsidiary) which is a party to a Receivables Document.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means, at any date of determination, any Restricted Subsidiary that, together with its Subsidiaries, (1) for the most recent fiscal year of the Company, accounted for more than 10% of the consolidated revenues of the Company and its Restricted

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Subsidiaries or (2) as of the end of such fiscal year, was the owner of more than 10% of the consolidated assets of the Company and its Restricted Subsidiaries, all as set forth on the most recently available consolidated financial statements of the Company for such fiscal year.

“Special Purpose Vehicle” means a trust, partnership or other special purpose Person established by the Company and/or any of its Subsidiaries to implement a Qualified Receivables Transaction.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which, in the good faith judgment of the Board of Directors of the appropriate company, are reasonably customary in an accounts receivable transactions.

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

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

“Temporary Cash Investments” means

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

(ii) investments in certificates of deposit issued by a bank organized under the laws of the United States of America or any state thereof or the District of Columbia, in each case having capital and unimpaired surplus totaling more than $500,000,000 and rated at least A by S&P and A-2 by Moody’s (any such bank, an “Approved Bank”) maturing within 365 days of purchase;

(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 by S&P and P-2 by Moody’s, or A by S&P and A-2 by Moody’s, in each case maturing within 365 days of purchase;

(v) Investments not exceeding 365 days in duration in money market funds that invest substantially all of such funds’ assets in the Investments described in the preceding clauses (i) through (iv); and

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(vi) in the case of the Company’s non-U.S. Restricted Subsidiaries, short-term investments made in the ordinary course of business.

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as in effect on the date this Indenture was executed, except as provided in Section 9.06.

“Terminated Covenants” has the meaning provided in Section 4.22.

“Total Assets” at any time means the total amount of assets of the Company and its Restricted Subsidiaries (less applicable depreciation, amortization and other valuation reserves), as set forth on the most recent available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in conformity with GAAP.

“Transactions” means the Acquisition, entering into the Credit Agreement, issuance of the Notes and the application of the proceeds of the issuance of the Notes and the term loan borrowings under the Credit Agreement to finance a portion of the purchase price for the Acquisition and related fees and expenses.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 1, 2010; provided, however, that if the period from the redemption date to June 1, 2010 is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such date of redemption to June 1, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of Article Seven of this Indenture and thereafter means such successor.

“United States Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended and as codified in Title 11 of the United States Code, as amended from time to time hereafter, or any successor federal bankruptcy law.

“Unlegended Regulation S Global Note” means a permanent global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend (but not the Regulation S Global Note Legend), deposited with or on behalf of and registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

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“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes, and that does not bear the Private Placement Legend.

“Unrestricted Subsidiary” means (1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and (2) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any Equity Interests of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary; provided that (A) any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an “incurrence” of such Indebtedness and an “Investment” by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation; (B) either (I) the Subsidiary to be so designated has total assets of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the “Limitation on Restricted Payments” covenant and (C) if applicable, the incurrence of Indebtedness and the Investment referred to in clause (A) of this proviso would be permitted under the “Limitation on Indebtedness” and “Limitation on Restricted Payments” covenants. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Indenture. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

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

“U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act.

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“Warrant Agreement” means that certain Warrant Agreement, dated as of March 19, 2002, by and between the Company and American Security Transfer Company, Limited Partnership, as Warrant Agent.

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

SECTION 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder or a Noteholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Company or any other obligor on the Notes.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and words in the plural include the singular;

(e) provisions apply to successive events and transactions;

(f) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(g) all ratios and computations based on GAAP contained in this Indenture shall be computed in accordance with the definition of GAAP set forth in Section 1.01;

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(h) all references to “agreements” include any amendments or restatements thereof; and

(i) all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated.

ARTICLE TWO

THE NOTES

SECTION 2.01. Form and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in registered, global form without interest coupons and only shall be in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.07 hereof.

(c) Regulation S Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Legended Regulation S Global Note shall be exchanged for beneficial interests in Unlegended Regulation S Global Notes pursuant to the Applicable Procedures. Simultaneously with the

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authentication of Unlegended Regulation S Global Notes, the Trustee shall cancel the Legended Regulation S Global Note. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Cedel Bank” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

SECTION 2.02. Execution and Authentication.

(a) Two Officers of the Company shall sign the Notes for the Company by manual or facsimile signature.

(b) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

(c) A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

(d) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.

(e) The Company may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the Closing Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

(f) The Trustee shall, upon a written order of the Company signed by two Officers of the Company (an “Authentication Order”), authenticate Notes for original issue on the date hereof of $225.0 million. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an Authentication Order, authenticate Notes for original issue in aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated.

(g) The Trustee may appoint an Authenticating Agent acceptable to the Company to authenticate Notes. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Agent. An Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

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SECTION 2.03. Methods of Receiving Payments on the Notes.

All payments on Notes shall be made at the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

SECTION 2.04. Registrar and Paying Agent.

The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Notes and of their transfer and exchange (the “Security Register”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents.

The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Company shall appoint the Trustee to act as, and the Trustee shall act as, such Registrar, Paying Agent and/or agent for service of notices and demands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands.

The Company hereby initially appoints the Trustee as Registrar, Paying Agent, Authenticating Agent and agent for service of notice and demands. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each Regular Record Date and at such other times as the Trustee may reasonably request the names and addresses of Holders as they appear in the Security Register, including the aggregate principal amount of Notes held by each Holder.

SECTION 2.05. Paying Agent to Hold Money in Trust.

Not later than 11:00 a.m. (New York City time) on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any,

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and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

SECTION 2.06. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.07. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certification required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and

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delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (d) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Legended Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Placement Agents). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.07(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Legended Regulation S Global Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certifications required pursuant to Rule 903 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.07(f) hereof, the requirements of this Section 2.07(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global

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Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at maturity of the relevant Global Notes pursuant to Section 2.07(i) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.07(b)(ii) above and the Registrar receives the following:

(A) if the transferee shall take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in (x) item (1)(a) thereof or (y) item (1)(b) thereof, and an Opinion of Counsel regarding the availability of the applicable exemption; and

(B) if the transferee shall take delivery in the form of a beneficial interest in a Legended Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in (x) item (2)(a) thereof, provided, however, that if transfer occurs prior to the expiration of the Restricted Period, then the transferor shall also certify that the beneficial interest transferred shall be held immediately thereafter through Euroclear or Clearstream, or (y) item (2)(b), thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.07(b)(ii) above and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Person participating in the distribution of the Exchange Notes or (2) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

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(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1)(a) thereof;

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(C) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than that listed in subparagraph (B) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and, an Opinion of Counsel if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, as required by item (3) thereof, if applicable; or

(D) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Legended Regulation S Global Note to Definitive Notes. A beneficial interest in the Legended Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required by Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Person participating in the distribution of the Exchange Notes or (2) a Person who is an affiliate (as defined in Rule 144) of the Company;

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(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall not bear the Private Placement Legend.

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(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1)(a) thereof; or

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an “offshore transaction” in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Person participating in the distribution of the Exchange Notes or (2) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

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(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.07(e).

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(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1)(a) thereof; and

(B) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Person participating in the distribution of the Exchange Notes or (2) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on

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transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (1) any Exchange Notes received by such Person will be acquired in the ordinary course of business, (2) at the time of the commencement of the Exchange Offer, such Person had no arrangements or understanding with any person to participate in the distribution of the Notes or the Exchange Notes within the meaning of the 1933 Act, (3) such Person is not an “affiliate,” as defined in Rule 405 of the 1933 Act, of the Company or if it is an affiliate, such Person will comply with the registration and prospectus delivery requirement of the 1933 Act to the extent applicable, (4) if such Person is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes and (5) if such Person is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for Registrable Securities (as defined in the Registration Rights Agreement) that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes, and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Global Notes so accepted Unrestricted Global Notes in the appropriate principal amount.

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i) Private Placement Legend. Except as permitted below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS

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ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT (A) TO CHIQUITA BRANDS INTERNATIONAL, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO CHIQUITA BRANDS INTERNATIONAL, INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND CHIQUITA BRANDS INTERNATIONAL, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”

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“UNITED STATES” AND “ U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

(h) Regulation S Global Note Legend. The Regulation S Global Note shall bear a legend in substantially the following form:

THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

(i) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such

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Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(j) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request.

(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.08, 4.11, 4.14 and 9.04 hereof).

(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.03 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile with the original to follow by first class mail.

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(ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.08. Replacement Notes.

(a) If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

(b) Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.09. Outstanding Notes.

(a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

(b) If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

(c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

(d) If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

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SECTION 2.10. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.11. Temporary Notes.

(a) Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

(b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.12. Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Notes in accordance with its procedures for the disposition of canceled securities in effect as of the date of such disposition (subject to the record retention requirement of the Exchange Act). Certification of the disposition of all canceled Notes shall be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.13. [Intentionally Omitted].

SECTION 2.14. CUSIP Numbers.

The Company in issuing the Notes may use “CUSIP,” “CINS” or “ISIN” numbers (if then generally in use), and the Company and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders; provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee of any change in “CUSIP,” “CINS” or “ISIN” numbers for the Notes.

SECTION 2.15. Defaulted Interest

If the Company defaults in a payment of interest on the Notes, it shall pay, or shall deposit with the Paying Agent money in immediately available funds sufficient to pay, the

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defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest as specified in the form of Note, to the Persons who are Holders on a subsequent special record date. A special record date, as used in this Section 2.15 with respect to the payment of any defaulted interest, shall mean the 15^th day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before the subsequent special record date, the Company shall mail to each Holder and to the Trustee a notice that states the subsequent special record date, the payment date and the amount of defaulted interest to be paid.

ARTICLE THREE

REDEMPTION

SECTION 3.01. Right of Redemption. (a) The Notes are redeemable, at the Company’s option, in whole or in part, at any time or from time to time, on or after June 1, 2010 and prior to maturity, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s last address, as it appears in the Security Register, at the following Redemption Prices (expressed in percentages of principal amount), plus accrued and unpaid interest to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date), if redeemed during the 12-month period commencing on June 1 of the years set forth below:

Year	Redemption Price
2010	104.438	%
2011	102.958
2012	101.479
2013 and thereafter	100.000	%

(b) In addition, at any time prior to June 1, 2008, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of Equity Interests of the Company (other than Disqualified Stock), at any time as a whole or from time to time in part, at a Redemption Price (expressed as a percentage of principal amount) of 108.875%, plus accrued and unpaid interest to, but not including, the Redemption Date (subject to the rights of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that (i) at least 65% of the aggregate principal amount of Notes originally issued (including any Additional Notes) remains outstanding after each such redemption and (ii) notice of any such redemption is mailed within 90 days after each such sale of Equity Interest.

(c) At any time on or prior to June 1, 2010, the Notes may also be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest to, the Redemption Date.

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SECTION 3.02. Notices to Trustee. If the Company elects to redeem Notes pursuant to Section 3.01, it shall notify the Trustee in writing of the Redemption Date and the principal amount of Notes to be redeemed and the clause of this Indenture pursuant to which redemption shall occur.

The Company shall give each notice provided for in this Section 3.02 in an Officers’ Certificate at least 45 days before the Redemption Date (unless a shorter period shall be satisfactory to the Trustee).

SECTION 3.03. Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements, as certified to it by the Company, of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a national securities exchange or automated quotation system, pro rata, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate; provided that no Note of $1,000 in principal amount or less shall be redeemed in part.

The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in principal amount or any integral multiple thereof) of Notes that have denominations larger than $1,000 in principal amount. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be called for redemption.

SECTION 3.04. Notice of Redemption. With respect to any redemption of Notes pursuant to Section 3.01, at least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Notes are to be redeemed.

The notice shall identify the Notes to be redeemed and shall state:

(a) the Redemption Date;

(b) the Redemption Price;

(c) the name and address of the Paying Agent;

(d) that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price;

(e) that, unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest to the Redemption Date upon surrender of the Notes to the Paying Agent;

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(f) that, if any Note is being redeemed in part, the portion of the principal amount (equal to $1,000 in principal amount or any integral multiple thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be reissued; and

(g) that, if any Note contains a CUSIP, CINS or ISIN number as provided in Section 2.14, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes.

At the Company’s request (which request may be revoked by the Company at any time prior to the time at which the Trustee shall have given such notice to the Holders), made in writing to the Trustee at least 45 days (or such shorter period as shall be satisfactory to the Trustee) before a Redemption Date, the Trustee shall give the notice of redemption in the name and at the expense of the Company. If, however, the Company gives such notice to the Holders, the Company shall concurrently deliver to the Trustee an Officers’ Certificate stating that such notice has been given.

SECTION 3.05. Effect of Notice of Redemption. Once notice of redemption is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price. Upon surrender of any Notes to the Paying Agent, such Notes shall be paid at the Redemption Price, plus accrued interest, if any, to the Redemption Date.

Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of Notes held by Holders to whom such notice was properly given.

SECTION 3.06. Deposit of Redemption Price. On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, shall segregate and hold in trust as provided in Section 2.05) money sufficient to pay the Redemption Price of and accrued interest (up to but not including the Redemption Date) on all Notes to be redeemed on that date other than Notes or portions thereof called for redemption on that date that have been delivered by the Company to the Trustee for cancellation.

SECTION 3.07. Payment of Notes Called for Redemption. If notice of redemption has been given in the manner provided above, the Notes or portion of Notes specified in such notice to be redeemed shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Company shall default in the payment of such Notes at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the rate prescribed in the Notes), such Notes shall cease to accrue interest. Upon surrender of any Note for redemption in accordance with a notice of redemption, such Note shall be paid and redeemed by the Company at the

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Redemption Price, together with accrued interest, if any, to the Redemption Date; provided that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders registered as such at the close of business on the relevant Regular Record Date.

SECTION 3.08. Notes Redeemed in Part. Upon surrender of any Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder without service charge, a new Note equal in principal amount to the unredeemed portion of such surrendered Note.

ARTICLE FOUR

COVENANTS

SECTION 4.01. Payment of Notes. The Company shall pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the date due if the Trustee or Paying Agent (other than the Company, a Subsidiary of the Company, or any Affiliate of any of them) holds on that date money designated for and sufficient to pay the installment. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, an installment of principal, premium, if any, or interest shall be considered paid on the due date if the entity acting as Paying Agent complies with the last sentence of Section 2.05. As provided in Section 6.09, upon any bankruptcy or reorganization procedure relative to the Company, the Trustee shall serve as the Paying Agent, if any, for the Notes.

The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Notes.

SECTION 4.02. Maintenance of Office or Agency. The Company shall maintain an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 10.02.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby initially designates LaSalle Bank National Association, 135 South LaSalle Street, Suite 1960, Chicago Illinois 60603 as such office of the Company in accordance with Section 2.04.

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SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create, incur, assume or Guarantee the payment of any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any Disqualified Stock or preferred stock to any Person other than the Company or its Restricted Subsidiaries unless, after giving effect to the transaction, its Fixed Charge Coverage Ratio for the four full fiscal quarters immediately preceding the transaction for which internal financial statements are available immediately preceding the date of such transaction, taken as a single period, is 2.0 to 1 or greater, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if the additional Indebtedness had been incurred or the Disqualified Stock (or the preferred stock, if applicable) had been issued, as the case may be, at the beginning of such four-quarter period.

For purposes of determining any particular amount of Indebtedness under this Section 4.03, (x) obligations which constitute Indebtedness of more than one entity only need to be counted once, (y) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (z) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.09 shall not be treated as Indebtedness. For purposes of determining compliance with this covenant: if an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or may be incurred under the Fixed Charge Coverage Ratio, the Company may classify (and from time to time may reclassify) the Indebtedness in its sole discretion.

(b) Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that may be incurred pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies between the dates such non-dollar indebtedness was incurred and the measurement date for purposes of this provision.

(c) The Company shall not incur any Indebtedness if such Indebtedness is subordinate in right of payment to any other Indebtedness unless such Indebtedness is also subordinate in right of payment to the Notes to the same extent. For purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured, by virtue of being secured by different collateral or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

SECTION 4.04. Limitation on Restricted Payments. The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to make any Restricted Payment unless, at the time and after giving effect to the proposed Restricted Payment, the following conditions are met:

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

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(b) at the time of and after giving effect to any proposed Restricted Payment, the Company would be able to incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio described above under Section 4.03; and

(c) such payment, along with the aggregate amount of all Restricted Payments declared or made on or after September 28, 2004 may not exceed the sum of

(i) 50% of the Company’s total Consolidated Net Income accrued on a cumulative basis during the period beginning on June 27, 2004 and ending on the last day of its last fiscal quarter ending prior to the date of the proposed Restricted Payment for which internal financial statements are available (or if such aggregate cumulative Consolidated Net Income is a loss, minus 100% of such loss); plus

(ii) 100% of the aggregate Net Cash Proceeds received by the Company on or after September 28, 2004 (i) as capital contributions or (ii) from the issuance and sale of (x) Equity Interests of the Company to any Person or entity other than a Subsidiary of the Company, excluding the issuance or sale of Disqualified Stock or (y) any other securities of the Company, upon the conversion or exchange of such securities into Equity Interests of the Company, other than Disqualified Stock; plus

(iii) to the extent that any Restricted Investment that was made after September 28, 2004 is sold for cash or repaid (whether through interest payments, principal payments, dividends or other distributions), the lesser of (i) the amount received in cash from such sale or repayment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(iv) to the extent that any Restricted Investment was made in an Unrestricted Subsidiary or other entity after September 28, 2004 and such Unrestricted Subsidiary or other entity is redesignated as or becomes a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Investment in such Subsidiary on the date of such redesignation and (ii) the initial amount of such Restricted Investment; plus

(v) $65 million.

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

(i) the payment of any dividend, within 60 days after it was declared, if at the date it was declared, the payment would have been permitted;

(ii) the making of any Investment or the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests of the Company (or Indebtedness that is subordinated to the Notes or any Subsidiary Guarantee) in exchange for, or out of the proceeds of the sale (other than to a Subsidiary of the Company) of, any Equity Interests of the Company (other than any Disqualified Stock); provided that, in each such

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case, the amount of any such net cash proceeds that are so utilized shall be excluded from clause (c)(ii) of the preceding paragraph;

(iii) the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated to the Notes or any Subsidiary Guarantee, including premium, if any, and accrued interest, with the proceeds of, or in exchange for, Indebtedness Incurred under clause (iv) of the definition of “Permitted Indebtedness”;

(iv) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its common Equity Interests to the extent such payments are made on a pro rata basis;

(v) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company held by any current or former director, officer, employee or agent of the Company (or any of its Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement or other employee benefit plan or arrangement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $5 million in any twelve-month period;

(vi) the periodic purchase of Equity Interests of the Company for contribution to employee benefit plans not to exceed $5 million in any twelve-month period;

(vii) the purchase of Equity Interests of the Company deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent all or a portion of the exercise price of (or taxes in respect of the exercise of) such options or warrants;

(viii) the payment of the Black Scholes Payment Amount (as defined in the Warrant Agreement);

(ix) a Restricted Subsidiary of the Company declaring or making payment of a dividend on, or making of any distribution in respect of, its Equity Interests that are not made on a pro rata basis to all holders of its Equity Interests; provided that such dividend or distribution is consistent with the priority of and proportionate to the amount of the corresponding investment in such Subsidiary’s Equity Interests and the aggregate amount of such payments and/or distributions do not exceed $15 million;

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

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

(xii) so long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom), dividends on Equity Interests of the Company not to exceed $25 million in any twelve-month period;

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

(xiv) cash payments in lieu of the issuance of fractional shares.

If a Restricted Payment is not made in cash, its value, if in excess of $10 million, must be determined by the Company’s Board of Directors as evidenced by a resolution of the Board of Directors.

SECTION 4.05. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or agree to any encumbrance or restriction on the ability of any Restricted Subsidiary to (1) pay dividends or make any other distributions on its Equity Interests to the Company or any of the Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of the Company’s Restricted Subsidiaries; or (2) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries.

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

(a) those in existence on the Closing Date in this Indenture, the Credit Agreement or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are not materially less favorable, taken as a whole (as determined by the Company in good faith), to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;

(b) applicable law, regulations or orders;

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

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(d) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;

(e) those contained in the terms of any Credit Facilities if either:

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

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

provided in each case that such Credit Facilities were permitted to be incurred by the terms of this Indenture;

(f) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;

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

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

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

(j) restrictions imposed by an agreement to sell assets or Equity Interests to any person pending the closing of such sale; and

(k) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehicle.

Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in

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Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

SECTION 4.06. Limitation on the Issuance and Sale of Equity Interests of Restricted Subsidiaries. The Company shall not sell, and shall not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any Equity Interests of a Restricted Subsidiary except:

(a) to the Company or a Wholly Owned Restricted Subsidiary;

(b) issuances of director’s qualifying shares or sales to foreign nationals of shares of Equity Interests of foreign Restricted Subsidiaries, to the extent required by applicable law;

(c) if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under Section 4.04 if made on the date of such issuance or sale; or

(d) sales of Equity Interests of a Restricted Subsidiary by the Company or a Restricted Subsidiary, provided that the Company or such Restricted Subsidiary applies the Net Cash Proceeds of any such sale in accordance with clause (a)(i) or (ii) of Section 4.11 to the extent required thereby.

SECTION 4.07. Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company (other than (i) Indebtedness under Credit Facilities permitted to be secured by clause (iv) of the definition of Permitted Liens and Hedging Obligations with respect thereto, and (ii) Indebtedness in an aggregate amount not to exceed $75 million), unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a “Subsidiary Guarantee”) of payment of the Notes by such Restricted Subsidiary and (b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until the Notes have been paid in full.

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

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Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon any:

(a) sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s and each Restricted Subsidiary’s Equity Interests in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or upon the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or

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

SECTION 4.08. Transactions with Affiliates of the Company. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Company unless the following conditions are met:

(a) the transaction or series of transactions must be on terms which are as favorable to the Company or the Restricted Subsidiary, taken as a whole, as would be available in a comparable transaction with an unrelated third party;

(b) if the transaction or series of transactions involves aggregate payments of $15 million or more, then the transaction or series of transactions must be approved by the Company’s Board of Directors, including the approval of a majority of directors who are not Affiliates of the Company in connection with the transaction or transactions being approved; and

(c) if the transaction or series of transactions involves aggregate payments of $25 million or more, then the Company must deliver to the Trustee an opinion as to the fairness from a financial point of view to the Company and its Subsidiaries, taken as a whole, of such transaction or series of transactions issued by an accounting, appraisal or investment banking firm of national standing.

However, this provision does not apply to:

(a) any employment arrangement or transactions relating to benefit plans with any employee, consultant or director of the Company or any Restricted Subsidiary approved by a majority of the disinterested directors on the Company’s Board of Directors;

(b) payment of reasonable directors’ fees and indemnification arrangements;

(c) loans and advances to employees of the Company or any Subsidiary in the ordinary course of business otherwise permitted pursuant to the terms of the Notes;

(d) Restricted Payments that are permitted by the terms of the Notes described under Section 4.04 or Permitted Investments;

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

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

(g) Qualified Receivables Transactions;

(h) if such transaction is with any Person solely in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Restricted Subsidiaries, if such person is treated no more favorably than any other holder of Indebtedness or Equity Interest of the Company; provided such Person owns less than 10% of such Indebtedness or Equity Interests;

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

(j) transactions involving aggregate consideration after the Closing Date not to exceed $5 million.

SECTION 4.09. Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, create, assume, incur or permit any Lien upon any of their assets without providing for the Notes to be secured equally and ratably with the Indebtedness or other obligations being secured by such Lien, except for Permitted Liens.

SECTION 4.10. Limitation on Sale-Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any sale-leaseback transaction involving any of its assets or properties whether now owned or hereafter acquired, whereby the Company or a Restricted Subsidiary sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which the Company or such Restricted Subsidiary, as the case may be, intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

The foregoing restriction does not apply to any sale-leaseback transaction if:

(a) the lease is for a period, including renewal rights, of not in excess of four years;

(b) the lease secures or relates to industrial revenue or pollution control bonds;

(c) the transaction is solely between the Company and one or more Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries;

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(d) the transaction relates to ships, trucks, containers or other similar equipment purchased by the Company or its Restricted Subsidiaries from a Person other than the Company or one of its Subsidiaries within 120 days prior to such sale-leaseback transaction;

(e) the Company or such Restricted Subsidiary, within 12 months after the sale or transfer of any assets or properties is completed, applies an amount not less than the net proceeds received from such sale in accordance with Section 4.11 to the extent required thereby; or

(f) it relates to any single transaction or series of related transactions that involve assets having a Fair Market Value of less than $5 million or the Company receives aggregate consideration of less than $5 million.

SECTION 4.11. Limitation on Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (1) the consideration received by the Company or such Restricted Subsidiary is at least equal to the Fair Market Value of the assets sold or disposed of and if the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of is greater than $25 million, the Asset Sale is approved by the Company’s Board of Directors and (2) at least 75% of the consideration received consists of (a) cash or Temporary Cash Investments, (b) the assumption of unsubordinated Indebtedness of the Company or Indebtedness of any Restricted Subsidiary or other liabilities of the Company or a Restricted Subsidiary (in each case, other than Indebtedness owed to the Company or any Affiliate of the Company), provided that the Company or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness, (c) Replacement Assets, or (d) Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received since the Closing Date pursuant to this clause (d) not to exceed $65 million (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), plus, net reductions in any such Designated Non-cash Consideration as a result of sales, repayments, dispositions or other amortizations for cash, in an amount not to exceed the lesser of (x) the amount of cash received less the cost of disposition, and (y) the Fair Market Value of such Designated Non-cash Consideration at the time received. For purposes of this provision, any securities, notes or other obligations received by the Company or any such Restricted Subsidiary that are converted by the Company or such Restricted Subsidiary into cash within 90 days after receipt (to the extent of the cash received in such conversion) shall be deemed to be cash.

In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries is available), then the Company shall or shall cause the relevant Restricted Subsidiary to:

(a) within 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets,

(i) apply an amount equal to such excess Net Cash Proceeds to repay Indebtedness under any Credit Facility of the Company or any Restricted Subsidiary, in each case owing to a Person other than the Company or any Affiliate of the Company or Related Party, or

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(ii) invest (or enter into a definitive agreement committing to invest) an equal amount, or the amount not so applied pursuant to clause (A), in Replacement Assets or capital expenditures (provided that if any such commitment terminates for any reason, the Company shall, within 45 days after such termination, apply such Net Cash Proceeds in accordance with the provisions of this or the following paragraph); provided that capital expenditures and investments in Replacement Assets made after the entering into of a definitive agreement for an Asset Sale and within 60 days preceding such Asset Sale will be deemed to satisfy this paragraph (ii), and

(b) apply (no later than the end of the 12-month period referred to in clause (a)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (a)) as provided in the following paragraphs of this Section 4.11.

The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (1) of the preceding sentence and not applied as so required by the end of such period (other than any such Net Cash Proceeds held by a Restricted Subsidiary of the Company to the extent that such Restricted Subsidiary is restricted by law, its charter or other governing instruments or any agreement from transferring such Net Cash Proceeds to the Company or any of its Restricted Subsidiaries, whether by dividend or otherwise), shall constitute “Excess Proceeds.”

If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $25 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of their principal amount, plus, in each case, accrued interest (if any) to the Payment Date. Pending the final application of any such Net Cash proceeds, the Company or any of its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. If any Excess Proceeds remain after the consummation of any Offer to Purchase, the Company may use such Excess Proceeds for any other purpose not otherwise prohibited by this Indenture. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will reset to zero.

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SECTION 4.12. Business Activities. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Food-Related Businesses, except to such extent as would not be material to the Company or its Restricted Subsidiaries, taken as a whole.

SECTION 4.13. Payments for Consent. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that consent, waive or agree to amend such terms and provisions in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.14. Repurchase of Notes upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control Triggering Event, and consummate an Offer to Purchase for all Notes then outstanding, at a purchase price equal to 101% of their principal amount, plus accrued interest (if any) to the Payment Date. The Company shall not be required to make an Offer to Purchase pursuant to this Section 4.14 if a third party makes an offer to purchase the Notes in the manner, at the times and price and otherwise in compliance with this Section 4.14 and purchases all Notes validly tendered and not withdrawn in such Offer to Purchase.

SECTION 4.15. Existence. Subject to Article Five of this Indenture, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents of the Company and each Restricted Subsidiary and the rights (whether pursuant to charter, partnership certificate, agreement, statute or otherwise), licenses and franchises of the Company and each Restricted Subsidiary; provided that the Company shall not be required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the maintenance or preservation thereof is no longer desirable or necessary in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole.

SECTION 4.16. Payment of Taxes and Other Claims. The Company shall pay or discharge and shall cause each of its Subsidiaries to pay or discharge, or cause to be paid or discharged, before the same shall become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon (a) the Company or any such Subsidiary, (b) the income or profits of any such Subsidiary which is a corporation or (c) the property of the Company or any such Subsidiary and (ii) all material lawful claims for labor, materials and supplies that, if unpaid, might by law become a lien upon the property of the Company or any such Subsidiary; provided that the Company shall not be required to pay or discharge, or cause to be paid or discharged, any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established.

SECTION 4.17. Maintenance of Properties. The Company shall cause all properties used or useful in the conduct of its business or the business of its Restricted

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Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, that nothing in this Section 4.17. shall prevent the Company or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company or such Restricted Subsidiary.

SECTION 4.18. Notice of Defaults. In the event that any Officer becomes aware of any Default or Event of Default, the Company shall, reasonably promptly, deliver to the Trustee an Officers’ Certificate specifying such Default or Event of Default.

SECTION 4.19. Compliance Certificates. Officers of the Company shall certify, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company’s and its Restricted Subsidiaries’ performance under this Indenture and that, to their knowledge, the Company has fulfilled all obligations hereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company shall also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture. For purposes of this Section 4.19, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.19 shall be for the first fiscal year-end beginning after the execution of this Indenture.

SECTION 4.20. Commission Reports and Reports to Holders. Whether or not required by the Commission, so long as any Notes are outstanding, the Company shall file with the Commission (or, if the Commission will not accept such filings, furnish to the Trustee) within the time periods specified in the Commission’s rules and regulations, (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company certified public accountants; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

SECTION 4.21. Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect

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the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Company hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.22. Termination of Covenants. The covenants above under Section 4.03; Section 4.04; Section 4.05; Section 4.06; Section 4.07; Section 4.08; Section 4.11; Section 4.14, and the provisions below under Section 5.01(c) (collectively, the “Terminated Covenants”) will cease to be in effect upon the Company attaining Investment Grade status for the Notes by either of the Ratings Agencies. The Terminated Covenants will not be reinstated regardless of whether the Company’s credit rating is subsequently downgraded from Investment grade status by either of the Rating Agencies.

ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01. When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into it unless:

(a) the resulting, surviving or transferee Person (the “Surviving Entity”) is organized under the laws of the United States of America or any state or the District of Columbia, the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands or the Netherlands Antilles and the Surviving Entity (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Company’s obligations under the Notes and this Indenture;

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

(c) immediately after giving effect to the transaction (and treating any indebtedness which becomes an obligation of the Surviving Entity or any Restricted Subsidiary as a result of such transaction as having been incurred by such Surviving Entity or such Restricted Subsidiary at the time of such transaction), either (a) the Surviving Entity would be able to incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio described above under Section 4.03, determined on a pro forma basis as if such transaction had occurred at the beginning of the immediately preceding four-quarter period; or (b) the Fixed Charge Coverage Ratio for the Surviving Entity, determined on a pro forma basis (including Pro Forma Cost Savings) as if such transaction had occurred at the beginning of the immediately preceding four-quarter

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period, would be greater than the actual Fixed Charge Coverage Ratio for the Company for the most recently completed four-quarter period prior to the transaction;

(d) if the Surviving Entity is organized in a jurisdiction other than (a) the United States or any state or the District of Columbia, the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands or the Netherlands Antilles or (b) the jurisdiction in which the predecessor obligor on the Notes was organized immediately before the transaction, then: (i) the obligations of the Surviving Entity relating to the Notes and under this Indenture must be enforceable under the laws of the new jurisdiction, subject to customary exceptions; (ii) the U.S. federal income tax status of the holders of the Notes must not be adversely affected; and (iii) the Surviving Entity must agree in writing (x) to submit to jurisdiction and appoint an agent for service of process each under the same terms as the predecessor obligor had been required and (y) that all payments on the Notes will be made without withholding or deduction for taxes unless required by law and, if required by law, to pay the additional amounts necessary so that the net amount received by the Holder will not be less than the amount they would have received in the absence of any such withholding or deduction; provided that the Board of Directors of the Surviving Entity must determine in good faith that the transaction will not have a material adverse effect on the Holders of Notes; and

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

If the Company is not the Surviving Entity and the transaction meets the above conditions, the Surviving Entity shall be substituted for the Company and after that the Company will no longer have any obligations under this Indenture or the Notes except in the case of a conveyance, transfer or lease to an Affiliate of the Company or a lease of substantially all of the assets of the Company.

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

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SECTION 5.02. Successor Substituted. Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Company in accordance with Section 5.01 of this Indenture, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Notes in the case of a lease of all or substantially all of its property and assets.

ARTICLE SIX

DEFAULT AND REMEDIES

SECTION 6.01. Events of Default. The following events shall be defined as “Events of Default” in this Indenture:

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

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

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

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

(e) one or more judgments, orders or decrees for the payment of money in excess of $30 million, either individually or in the aggregate, shall be entered against the Company or any Significant Subsidiaries and shall not be discharged, paid, stayed, subject to a negotiated settlement or subject to insurance, there shall have been a period

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of 60 days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect;

(f) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 90 consecutive days;

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

(h) default in the performance or breach of the provisions of this Indenture applicable to mergers, consolidations and transfers of all or substantially all of the assets of the Company or the failure by the Company to make or consummate an Offer to Purchase in accordance with Section 4.11 or Section 4.14.

SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 that occurs with respect to the Company) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. If an Event of Default specified in clause (f) or (g) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may, and at the direction of the Holders of at least a majority in principal amount of the outstanding Notes shall, pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

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The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

SECTION 6.05. Control by Majority. The Holders of at least a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

SECTION 6.06. Limitation on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:

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

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

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

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

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

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

For purposes of Section 6.05 of this Indenture and this Section 6.06, the Trustee shall comply with TIA Section 316(a) in making any determination of whether the Holders of the required aggregate principal amount of outstanding Notes have concurred in any request or

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direction of the Trustee to pursue any remedy available to the Trustee or the Holders with respect to this Indenture or the Notes or otherwise under the law.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder.

SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default in payment of principal, premium or interest specified in clause (a), (b) or (h) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any other obligor of the Notes for the whole amount of principal, premium, if any, and accrued interest remaining unpaid, together with interest on overdue principal, premium, if any, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor of the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. Priorities. If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

First: to the Trustee for all amounts due under Section 7.07;

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Second: to Holders for amounts then due and unpaid for principal of, premium, if any, and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, premium, if any, and interest, respectively; and

Third: to the Company or any other obligors of the Notes, as their interests may appear, or as a court of competent jurisdiction may direct.

The Trustee, upon prior written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the outstanding Notes.

SECTION 6.12. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 6.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Six or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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ARTICLE SEVEN

TRUSTEE

SECTION 7.01. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default with respect to the Notes for which the Trustee is serving as such:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against such Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to such Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to such Trustee, such Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b) In case an Event of Default with respect to the Notes has occurred and is continuing, the Trustee for the Notes shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee for the Notes from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that no provision of this Indenture shall require the Trustee for the Notes to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee for the Notes shall be subject to the provisions of this Section 7.01.

SECTION 7.02. Notice of Default. Within 90 days after the occurrence of any default hereunder with respect to the Notes, of which a Responsible Officer of such Trustee assigned to its Corporate Trust Administration Department shall have actual knowledge, the Trustee for the Notes shall give to Holders of Notes, in the manner set forth in Section 10.02, notice of such default known to such Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest or additional amounts, if any, on the Notes, such Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of such Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of the Notes; and provided, further, that in the case of any default of the character specified in clause (c) of

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Section 6.01 with respect to the Notes no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section 7.02, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes.

SECTION 7.03. Certain Rights of Trustee. Except as otherwise provided in Section 7.01:

(a) the Trustee for the Notes may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture such Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d) such Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) such Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Notes pursuant to this Indenture for which it is acting as Trustee, unless such Holders shall have offered to such Trustee security or indemnity reasonably satisfactory to such Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) such Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but such Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters at it may see fit, and, if such Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(g) such Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and such Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

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SECTION 7.04. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication thereof, shall be taken as the statements of the Company, and neither the Trustee for the Notes, nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee for the Notes makes no representations as to the validity or sufficiency of this Indenture or of the Notes. Neither the Trustee for the Notes nor any Authenticating Agent shall be accountable for the use or application by the Company of Notes or the proceeds thereof.

SECTION 7.05. May Hold Notes. The Trustee for the Notes, any Authenticating Agent, Paying Agent, Registrar or any other agent of the Company or such Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections 7.08 and 7.13, may otherwise deal with the Company with the same rights it would have if it were not such Trustee, Authenticating Agent, Paying Agent, Registrar or other agent.

SECTION 7.06. Money Held in Trust. Money held by the Trustee for the Notes in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee for the Notes shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

SECTION 7.07. Compensation and Reimbursement. The Company agrees:

(a) to pay to the Trustee for the Notes from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Trustee for the Notes upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c) to indemnify such Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

As security for the performance of the obligations of the Company under this Section 7.07 the Trustee for the Notes shall have a lien prior to the Notes upon all property and funds held or collected by such Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest, if any, on the Notes. Such lien shall survive satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in clauses (f) or (g) of Section 6.01, the expenses and the compensation for the services shall be preferred over the status of Holders in any proceeding under any

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Bankruptcy law and are intended to constitute expenses of administration under any Bankruptcy law.

SECTION 7.08. Disqualification; Conflicting Interests. The Trustee for the Notes shall be subject to and comply with the provisions of Section 310(b) of the TIA during the period of time required thereby. Nothing herein shall prevent the Trustee for the Notes from filing with the Commission the application referred to in the penultimate paragraph of Section 310(b) of the TIA.

SECTION 7.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder for the Notes which satisfies the requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5), has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by Federal, State or District of Columbia authority. If the initial Trustee for the Notes is to be other than LaSalle Bank National Association, the Company and such Trustee shall, prior to the issuance of the Notes, execute and deliver an indenture supplemental hereto, which shall provide for the appointment of such Trustee as Trustee for the Notes and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. If at any time the Trustee for the Notes shall cease to be eligible in accordance with the provisions of this Section 7.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Seven.

SECTION 7.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee for the Notes and no appointment of a successor Trustee pursuant to this Article Seven shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.11.

(b) The Trustee for the Notes may resign at any time with respect to the Notes by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee for the Notes of such series within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes.

(c) The Trustee for the Notes may be removed at any time with respect to the Notes by the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes, delivered to such Trustee and to the Company.

(d) If at any time:

(i) the Trustee for the Notes shall fail to comply with Section 310(b) of the TIA pursuant to Section 7.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months

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unless the Trustee’s duty to resign is stayed in accordance with Section 310(b) of the TIA, or

(ii) such Trustee shall cease to be eligible under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(iii) such Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of such Trustee or of its property shall be appointed or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove such Trustee or (ii) any Holder who has been a bona fide Holder of a Note of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of such Trustee and the appointment of a successor Trustee.

(e) If the Trustee for the Notes shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for the Notes for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee with respect to the Notes and shall comply with the applicable requirements of Section 7.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Notes shall be appointed by the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 7.11, become the successor Trustee for the Notes and supersede the successor Trustee appointed by the Company. If no successor Trustee for the Notes shall have been so appointed by the Company or the Holders and shall have accepted appointment in the manner required by Section 7.11, and if such Trustee is still incapable of acting, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes.

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Notes and each appointment of a successor Trustee with respect to the Notes to all Holders of Notes in the manner and to the extent provided in Section 10.02. Each notice shall include the name of the successor Trustee with respect to the Notes of that series and the address of its Corporate Trust Office.

SECTION 7.11. Acceptance of Appointment by Successor.

(a) Every such successor Trustee appointed hereunder with respect to the Notes shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall,

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upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 7.07.

(b) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in Subsections (a) of this Section 7.11, as the case may be.

(c) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee for the Notes shall be qualified and eligible under this Article Seven.

(d) Notwithstanding replacement of the Trustee pursuant to Section 7.10, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to expenses, losses and liabilities incurred by it prior to such replacement.

SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee or the Authenticating Agent, as the case may be, for the Notes may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Trustee or such Authenticating Agent, as the case may be, shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of such Trustee, shall be the successor of such Trustee or such Authenticating Agent, as the case may be, hereunder, provided such successor corporation shall be otherwise qualified and eligible under this Article Seven, without the execution or filing of any paper or any further act on the part of any of the parties hereto or the Trustee, the Authenticating Agent or their respective successor corporations. In case any Notes shall have been authenticated, but not delivered, by the Trustee or the Authenticating Agent then in office, any successor by merger, conversion or consolidation to such authenticating Trustee or Authenticating Agent, as the case may be, may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Notes.

SECTION 7.13. Preferential Collection of Claims Against Company. The Trustee for the Notes shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. If the Trustee for the Notes shall resign or be removed as Trustee for the Notes, it shall be subject to Section 311(a) of the TIA to the extent provided therein.

SECTION 7.14. Authenticating Agents. From time to time the Trustee for the Notes may, subject to its sole discretion, appoint one or more Authenticating Agents with respect to the Notes, which may include the Company or any Affiliate of the Company, with power to act on the Trustee’s behalf and subject to its discretion in the authentication and delivery of Notes in connection with transfers and exchanges hereunder, including but not limited to those pursuant to Sections 2.02, 2.07, 2.08, 2.11 and 3.08, as fully to all intents and purposes as though such Authenticating Agent had been expressly authorized by those Sections of this Indenture to

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authenticate and deliver the Notes. For all purposes of this Indenture, the authentication and delivery of Notes by an Authenticating Agent for the Notes pursuant to this Section 7.14 shall be deemed to be authentication and delivery of such Notes “by the Trustee” for the Notes. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or the requirements of such supervising or examining authority, then for the purposes of this Section 7.14 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent for the Notes shall cease to be eligible in accordance with the provisions of this Section 7.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 7.14.

Any Authenticating Agent for the Notes may resign at any time by giving written notice of resignation to the Trustee for the Notes and to the Company. The Trustee for the Notes may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company in the manner set forth in Section 10.02. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for the Notes shall cease to be eligible under this Section 7.14, the Trustee for the Notes may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Company and shall give written notice of such appointment to all Holders of the Notes in the manner set forth in Section 10.02. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 7.14.

The Trustee for the Notes agrees to pay to any Authenticating Agent for such series from time to time reasonable compensation for its services, and such Trustee shall be entitled to be reimbursed for such payments, subject to Section 7.07.

If an appointment with respect to the Notes is made pursuant to this Section 7.14, the Notes may have endorsed thereon, in addition to the Trustee’s certification of authentication, an alternate certificate of authentication in the following form:

“This is one of the Notes, of the series designated herein, described in the within-mentioned Indenture.

By:
	As Authenticating Agent
By:
	Authorized Officer”

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SECTION 7.15. Preservation of Information; Company to Furnish Trustee Names and Addresses of Holders. The Company shall furnish or cause to be furnished to the Trustee:

(a) semiannually, not more than fifteen (15) days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date; and

(b) at such other times as the Trustee may request in writing, within thirty (30) days after receipt by the Company of any such request, a list of similar form and content as of a date not more than fifteen (15) days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Registrar, no such list need be furnished.

The Trustee for the Notes shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of the Notes. Neither the Company nor such Trustee shall be under any responsibility with regard to the accuracy of such list. With respect to the Notes, the Company, in furnishing information regarding such Holders to such Trustee, and such Trustee, will satisfy the requirements imposed upon each of them by Section 312(a) of the TIA.

SECTION 7.16. Communications to Holders. Holders of the Notes may communicate with other Holders of the Notes with respect to their rights under this Indenture or under the Notes pursuant to Section 312(b) of the TIA. The Company and the Trustee for the Notes and any and all other Persons benefited by this Indenture shall have the protection afforded by Section 312(c) of the TIA.

SECTION 7.17. Reports by Trustee. Within 60 days after November 1 of each year commencing with the first November 1 following the date hereof, the Trustee for the Notes shall transmit by mail to all Holders of the Notes a brief report dated as of such date that complies with Section 313(a) of the TIA, but only if such report is required in any year under such Section 313(a) of the TIA. With respect to the Notes, the Trustee shall also comply with Sections 313(b) and 313(c) of the TIA. At any time a report is mailed to the Holders of the Notes, a copy of such report shall be filed with the Commission and with each securities exchange, if any, on which the Notes are listed. With respect to the Notes, the Company will notify the Trustee when the Notes are listed on any securities exchange.

SECTION 7.18. Reports by Company. The Company shall file such annual and/or periodic reports and certificates with the Trustee for the Notes and/or with the Commission and/or with the Holders of the Notes as are required by the provisions of Section 314(a) of the TIA, if any.

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ARTICLE EIGHT

DISCHARGE OF INDENTURE

SECTION 8.01. Termination of Company’s Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if:

(a) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or

(b) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with.

With respect to the foregoing clause (i), the Company’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company’s obligations in Sections 2.02, 2.04, 2.05, 2.07, 2.08, 2.15, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

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SECTION 8.02. Defeasance and Discharge of Indenture. The Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes on the 90^th day after the deposit referred to in clause (A) of this Section 8.02, and the provisions of this Indenture will no longer be in effect with respect to the Notes (except for, among other matters, certain obligations to register the transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies and to hold monies for payment in trust) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if:

(A) With reference to this Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, or premium, if any, on the Notes and dedicated solely to, the benefit of the Holders, in and to (1) money in an amount, (2) U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in clause (A), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and accrued interest on the outstanding Notes on the Stated Maturity of such principal and interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes.

(B) The Company has delivered to the Trustee (1) either (x) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and that after the passage of 90 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (I) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (II) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (a) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest

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on the trust funds accruing after the commencement of a case under such statute and (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding;

(C) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 90^th day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(D) if at such time the Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge; and

(E) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02 have been complied with.

Notwithstanding the foregoing, prior to the end of the 90-day (or one-year) period referred to in clause (B)(2) of this Section 8.02, none of the Company’s obligations under this Indenture shall be discharged. Subsequent to the end of such 90-day (or one year) period with respect to this Section 8.02, the Company’s obligations in Sections 2.02, 2.04, 2.05, 2.07, 2.08, 2.15, 4.01, 4.02, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and Article Eleven (with respect to payments in respect of Senior Subordinated Obligations other than with the assets held in trust as described in this Section 8.02) shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company’s obligations under Section 4.01, then the Company’s obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02.

After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

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SECTION 8.03. Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clause (iii) of Section 5.01 and Sections 4.03 through 4.14 and clause (h) of Section 6.01 with respect to clause (iii) of Section 5.01, clause (c) of Section 6.01, with respect to Sections 4.01, 4.02 and 4.15 through 4.21 and clauses (d) and (e) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes if:

(a) with reference to this Section 8.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest, premium, if any, and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and accrued interest on the outstanding Notes on the Stated Maturity of such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes;

(b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) after the passage of 90 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute) and (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are

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used in such case or proceeding, (C) the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (D) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust funds;

(c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 90^th day after such date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(d) if at such time the Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge; and

(e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

In the event the Company exercises its option to omit compliance with certain covenants and provisions of the Indenture with respect to the Notes as described in Section 8.02 and this Section 8.03 and the Notes are declared due and payable because of the occurrence of an Event of Default that remains applicable, the amount of money and/or U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the Notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on the Notes at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments.

SECTION 8.04. Application of Trust Money. Subject to Section 8.06, the Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be, and shall apply the deposited money and the money from U.S. Government Obligations in accordance with the Notes and this Indenture to the payment of principal of, premium, if any, and interest on the Notes; but such money need not be segregated from other funds except to the extent required by law.

SECTION 8.05. Repayment to Company. Subject to Sections 7.07, 8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the Company upon request set forth in an Officers’ Certificate any excess money held by them at any time and thereupon shall be relieved from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in The City of New York or mail to each Holder entitled to such money at such Holder’s address (as set forth in the Security

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Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may be, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders. The Company, when authorized by a resolution of its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:

(i) cure any ambiguity, defect, mistake or inconsistency in this Indenture;

(ii) comply with Article Five or Section 4.07;

(iii) comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA;

(iv) evidence and provide for the acceptance of appointment hereunder by a successor Trustee;

(v) make any change that, in the good faith opinion of the Board of Directors as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder;

(vi) secure the Notes;

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

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(viii) conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” of the offering memorandum, dated June 23, 2005.

SECTION 9.02. With Consent of Holders. Subject to Sections 6.04 and 6.07, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Notes.

Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:

(a) change the Stated Maturity of the principal of, or any installment of interest on, any Note;

(b) reduce the principal amount of, or premium, if any, or interest on, any Note;

(c) change the optional redemption dates or optional redemption prices of the Notes from that stated in Section 3.01;

(d) change any place or currency of payment of principal of, premium, if any, or interest on, any Note;

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

(f) reduce the percentage or principal amount of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture or to waive compliance with certain provisions of or certain Defaults under this Indenture;

(g) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; or

(h) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the

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amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

SECTION 9.03. Revocation and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the Note of the consenting Holder, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of its Note. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the last two sentences of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies) and only those persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it is of the type described in the second paragraph of Section 9.02. In case of an amendment or waiver of the type described in the second paragraph of Section 9.02, the amendment or waiver shall bind each Holder who has consented to it and every subsequent Holder of a Note that evidences the same indebtedness as the Note of the consenting Holder.

SECTION 9.04. Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver such Note to the Trustee. At the Company’s expense, the Trustee may place an appropriate notation on the Note about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Note thereafter authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation, or issue a new Note, shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.05. Trustee to Sign Amendments, Etc. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that it will be valid and binding upon the Company. Subject to the preceding sentence, the Trustee shall sign such amendment, supplement or waiver if the same does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Trustee may, but shall not be obligated to, execute any such

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amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the TIA as then in effect.

ARTICLE TEN

MISCELLANEOUS

SECTION 10.01. Trust Indenture Act of 1939. Prior to the effectiveness of the Registration Statement, this Indenture shall incorporate and be governed by the provisions of the TIA that are required to be part of and to govern indentures qualified under the TIA. After the effectiveness of the Registration Statement, this Indenture shall be subject to the provisions of the TIA that are required to be a part of this Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 10.02. Notices. Any notice, request or communication shall be sufficiently given if in writing and delivered in person, mailed by first-class mail or sent by telecopier transmission addressed as follows:

if to the Company:

Chiquita Brands International, Inc.

250 East Fifth Street,

Cincinnati, Ohio 45202

Telecopier No.: (513) 361-2492

Attention: Chief Financial Officer

if to the Trustee:

LaSalle Bank National Association

135 South LaSalle Street

Suite 1960

Chicago, Illinois 60603

Telecopier No.: 312-904-2236

Attention: Corporate Trust Department

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to it at its address as it appears on the Security Register by first-class mail and shall be sufficiently given to the Holder if so mailed within the time prescribed. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Copies

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of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.

Failure to mail a notice or communication to a Holder as provided herein or any defect in any such notice or communication shall not affect its sufficiency with respect to other Holders. Except for a notice to the Trustee, which is deemed given only when received, and except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section 10.02, it is duly given, whether or not the addressee receives it.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

SECTION 10.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such Counsel, all such conditions precedent have been complied with.

SECTION 10.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;

(c) a statement that, in the opinion of each such person, the person has made such examination or investigation as is necessary to enable the person to express an

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informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

SECTION 10.05. Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.

SECTION 10.06. Payment Date Other Than a Business Day. If an Interest Payment Date, Redemption Date, Payment Date, Stated Maturity or date of maturity of any Note shall not be a Business Day, then payment of principal of, premium, if any, or interest on such Note, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Payment Date or Redemption Date, or at the Stated Maturity or date of maturity of such Note; provided that no interest shall accrue for the period from and after such Interest Payment Date, Payment Date, Redemption Date, Stated Maturity or date of maturity, as the case may be.

SECTION 10.07. Governing Law. This Indenture and the Notes shall be governed by the laws of the State of New York. The Trustee, the Company and the Holders agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Indenture or the Notes.

SECTION 10.08. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 10.09. No Recourse Against Others. No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company contained in this Indenture or in any of the Notes, or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator or against any past, present or future partner, stockholder, other equityholder, officer, director, employee or controlling person, as such, of the Company or of any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Notes.

SECTION 10.10. Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successor.

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SECTION 10.11. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 10.12. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.13. Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/ Jeffrey M. Zalla
	Name:	Jeffrey M. Zalla
	Title:	Senior Vice President and Chief Financial Officer

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LASALLE BANK NATIONAL ASSOCIATION
By:	/s/ Erik R. Benson
	Name:	Erik R. Benson
	Title:	First Vice President

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EXHIBIT A

[CUSIP: 144A – 170032 AR 7; Reg S – U17003 AD 3]

[ISIN: 144A – 170032 AR 77; Reg S – U17003AD33]

[FACE OF NOTE]

CHIQUITA BRANDS INTERNATIONAL, INC.

8 ⁷/8% Senior Note due 2015

No.                      $

CHIQUITA BRANDS INTERNATIONAL, INC. a New Jersey corporation (the “Company”, which term includes any successor under this Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [                    ] ($[                    ]) on December 1, 2015.

Interest Payment Dates: June 1 and December 1, commencing December 1, 2005.

Regular Record Dates: May 15 and November 15, unless such day is not a Business Day, then the next succeeding Business Day.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

CHIQUITA BRANDS INTERNATIONAL, INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

(Trustee’s Certificate of Authentication)

This is one of the 8 ⁷/8% Senior Notes due 2015 described in the within-mentioned Indenture.

Date: June 28, 2005	LASALLE BANK NATIONAL ASSOCIATION
		as Trustee
		By:
			Authorized Signer

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[REVERSE SIDE OF NOTE]

CHIQUITA BRANDS INTERNATIONAL, INC.

8 ⁷/8% Senior Note due 2015

1. Principal and Interest.

The Company will pay the principal of this Note on December 1, 2015.

The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above.

Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date, unless such day is not a Business Day, then the next succeeding Business Day) on each Interest Payment Date, commencing December 1, 2005.

If neither an exchange offer (the “Exchange Offer”) registered under the Securities Act is consummated nor a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act with respect to resales of the Notes is declared effective by the Commission on or before January 24, 2006 in accordance with the terms of the Registration Rights Agreement dated June 28, 2005 between the Company and Morgan Stanley & Co. Incorporated, Wachovia Capital Markets, LLC, Goldman, Sachs & Co., ABN Amro Incorporated, Rabo Securities USA, Inc. and BB&T Capital Markets, a division of Scott & Stringfellow, Inc., then the annual interest rate borne by the Notes shall be increased by 0.50% from the rate shown above accruing from January 24, 2006, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 1, 2006 until the earlier of consummation of the Exchange Offer, the effectiveness of the Shelf Registration Statement or the expiration of the time period referred to in Rule 144(k) under the Securities Act. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement.

Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 28, 2005; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2.0% in excess of the rate otherwise payable.

2. Method of Payment.

The Company will pay interest (except defaulted interest) on the principal amount of the Notes as provided above on each June 1 and December 1, commencing December 1, 2005 to the persons who are Holders (as reflected in the Security Register at the close of business on

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the May 15 or November 15 immediately preceding the Interest Payment Date, unless such day is not a Business Day, then the next succeeding Business Day), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such record date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Note to a Paying Agent on or after December 1, 2015.

The Company will pay principal, premium, if any, and as provided above, interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay principal, premium, if any, and interest by its check payable in such money. It may mail an interest check to a Holder’s registered address (as reflected in the Security Register). If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

The Notes may be exchanged or transferred at the office or agency of the Company. Initially LaSalle Bank National Association, 135 LaSalle Street, Suite 1960, Chicago Illinois 60603 will serve as such agent. If you give the Company wire transfer instructions, the Company will pay all principal, premium and interest on your Notes in accordance with your instructions. If the Company is not given wire transfer instructions, payments of principal, premium and interest will be made at the office or agency of the paying agent which will initially be the Trustee, unless the Company elects to make interest payments by check mailed to the Holders.

3. Paying Agent and Registrar.

Initially, the Trustee will act as Authenticating Agent, Paying Agent and Registrar. The Company may change any Authenticating Agent, Paying Agent or Registrar without notice. The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.

4. Indenture; Limitations.

The Company issued the Notes under an Indenture dated as of June 28, 2005 (the “Indenture”), between the Company and LaSalle Bank National Association, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

The Notes are general unsecured obligations of the Company.

The Company may, subject to Article Four of the Indenture and applicable law, issue additional Notes under the Indenture.

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5. Optional Redemption.

The Notes are redeemable, at the Company’s option, in whole or in part, at any time or from time to time, on or after June 1, 2010 and prior to maturity, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s last address, as it appears in the Security Register, at the following Redemption Prices (expressed in percentages of principal amount), plus accrued and unpaid interest to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date), if redeemed during the 12-month period commencing June 1 of the years set forth below:

Year	Redemption Price
2010	104.438	%
2011	102.958
2012	101.479
2013 and thereafter	100.000	%

In addition, at any time prior to June 1, 2008, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of Equity Interests of the Company (other than Disqualified Stock) at a Redemption Price (expressed as a percentage of principal amount) of 108.875%, plus accrued and unpaid interest to, but not including, the Redemption Date (subject to the rights of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that (i) at least 65% of the aggregate principal amount of Notes originally issued (including Additional Notes) remains outstanding after each such redemption and (ii) notice of such redemption is mailed within 90 days after such sale of Equity Interests.

At any time on or prior to June 1, 2010, the Notes may also be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest to, the Redemption Date.

Notes in original denominations larger than $1,000 in principal amount may be redeemed in part. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in the payment of the Redemption Price.

6. Repurchase upon Change of Control Triggering Event.

Upon the occurrence of any Change of Control Triggering Event, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Payment Date”).

A notice of such Change of Control Triggering Event will be mailed within 30 days after any Change of Control Triggering Event occurs to each Holder at its last address as it appears in the Security Register. Notes in original denominations larger than $1,000 may be sold

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to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the purchase price.

7. Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in denominations of $1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any Notes selected for redemption. Also, it need not register the transfer or exchange of any Notes for a period of 15 days before the day of mailing of a notice of redemption of Notes selected for redemption.

8. Persons Deemed Owners.

A Holder shall be treated as the owner of a Note for all purposes.

9. Unclaimed Money.

If money for the payment of principal, premium, if any, or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its request. After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

10. Discharge Prior to Redemption or Maturity.

If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes (a) to redemption or maturity, the Company will be discharged from the Indenture and the Notes, except in certain circumstances for certain provisions thereof, and (b) to the Stated Maturity, the Company will be discharged from certain covenants set forth in the Indenture.

11. Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not materially and adversely affect the rights of any Holder.

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12. Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries, among other things, to Incur additional Indebtedness, make Restricted Payments, suffer to exist restrictions on the ability of Restricted Subsidiaries to make certain payments to the Company, issue capital stock of Restricted Subsidiaries, Guarantee Indebtedness of the Company, engage in transactions with Affiliates, suffer to exist or incur Liens, enter into sale-leaseback transactions, use the proceeds from Asset Sales, engage in any business other than Food-Related Businesses or merge, consolidate or transfer substantially all of its assets. Officers of the Company shall certify, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company’s and its Restricted Subsidiaries’ performance under the Indenture and that, to their knowledge, the Company has fulfilled all obligations under the Indenture, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company shall also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture.

Certain restricted covenants will cease to be in effect upon the Company attaining Investment Grade status for the Notes by either of the Rating Agencies; such restricted covenants will not be reinstated regardless of whether the Company’s credit rating is subsequently downgraded from Investment Grade status by either of the Rating Agencies.

13. Successor Persons.

When a successor person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor person will be released from those obligations.

14. Defaults and Remedies.

Any of the following events constitutes an “Event of Default” under the Indenture:

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

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

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

(d) default shall have occurred under any agreements, indentures or instruments under which the Company or any Significant Subsidiary then has outstanding Indebtedness in excess of $30 million in the aggregate and, if not already matured in accordance with its terms, such Indebtedness shall have been accelerated, provided that if, prior to the entry of judgment in favor of the Trustee, such default under such indenture or instrument shall be

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remedied or cured by the Company or such Significant Subsidiary, or waived by the applicable percentage of holders of such Indebtedness, then the Event of Default under the Indenture shall be deemed likewise to have been remedied, cured or waived; and provided further that if such default results from an action of the United States government or a foreign government which prevents the Company or its Significant Subsidiary from performing their obligations under such agreement, indenture or instrument, the occurrence of such default will not be an Event of Default under the Indenture;

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

(f) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 90 consecutive days;

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

(h) default in the performance or breach of the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all of the assets of the Company or the failure by the Company to make or consummate an Offer to Purchase in accordance with Section 4.11 or Section 4.14 of the Indenture.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee may, and at the direction of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of any trust or power.

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15. Trustee Dealings with the Company.

The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates and may otherwise deal with the Company or its Affiliates as if it were not the Trustee.

16. No Recourse Against Others.

No incorporator or any past, present or future partner, stockholder, other equityholder, officer, director, employee or controlling person, as such, of the Company or of any successor Person shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

17. Authentication.

This Note shall not be valid until the Trustee or Authenticating Agent signs the certificate of authentication on the other side of this Note.

18. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. Requests may be made to Chiquita Brands International, Inc., 250 East Fifth Street, Cincinnati, Ohio 45202; Attention:

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                                                                   

(INSERT ASSIGNEE’S LEGAL NAME)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                                                                         

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.11 or 4.14 of the Indenture, check the appropriate box below:

¨ Section 4.11                ¨ Section 4.14

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.11 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.: 

Signature Guarantee*:                                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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[To be inserted for Rule 144A Global Note]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of Decrease
in Principal Amount at
Maturity of this Global Note Amount of Increase
in Principal Amount at
Maturity of this Global Note Principal Amount
at Maturity of
this Global Note Following
such decrease (or increase) Signature of Authorized
Officer of Trustee
or Note Custodian

[To be inserted for Regulation S Global Note]

SCHEDULE OF EXCHANGES OF REGULATION S GLOBAL NOTE

The following exchanges of a part of this Regulation S Global Note for an interest in another Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note, have been made:

Date of Exchange Amount of Decrease
in Principal Amount at
Maturity of this Global Note Amount of Increase
in Principal Amount at
Maturity of this Global Note Principal Amount
at Maturity of
this Global Note Following
such decrease (or increase) Signature of Authorized
Officer of Trustee
or Note Custodian

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EXHIBIT B

Form of Certificate of Transfer

                        ,

Chiquita Brands International, Inc.

250 East Fifth Street,

Cincinnati, Ohio 45202

LaSalle Bank National Association

135 South LaSalle Street

Suite 1960

Chicago, Illinois 60603

Attention: Corporate Trust Department

Re: Chiquita Brands International, Inc. (the “Company”)

[        ]% Senior Notes due 2015 (the “Notes”)

Dear Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of June [    ], 2005 (the “Indenture”), between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and LaSall Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $                 in such Note[s] or interests (the “Transfer”), to                  (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

¨ 1. Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note

¨ (a) Check if Transfer Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed

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Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

¨ (b) Check if Transfer is Pursuant to Other Exemption. The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

¨ 2. Check if Transferee will take delivery of a beneficial interest in a Legended Regulation S Global Note, or a Definitive Note.

¨ (a) Check if Transfer is pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Legended Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

¨ (b) Check if Transfer is pursuant to Rule 144. The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

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¨ 3. Check and complete if Transferee will take delivery of a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

¨ (a) such Transfer is being effected to the Company or a subsidiary thereof; or

¨ (b) such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if the aggregate principal amount of the Notes of such Transfer is less than $100,000, an Opinion of Counsel acceptable to the Company provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and in the Indenture and the Securities Act.

¨ 4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

¨ (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

¨ (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and, in the case of a transfer from a Restricted Global Note or a Restricted Definitive Note, the Transferor hereby further certifies that (a) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (b)

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no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (c) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (d) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person, and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

¨ (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Dated:
[Insert Name of Transferor]
By:
	Name:
	Title:

B-5

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

¨	(A)	a beneficial interest in the:
	(i)	144A Global Note (CUSIP                 ); or
	(ii)	Regulation S Global Note (CUSIP                 ); or
¨	(B)	a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

¨	(A)	a beneficial interest in the:
	(i)	144A Global Note (CUSIP                 ); or
	(ii)	Regulation S Global Note (CUSIP                 ); or
	(iii)	Unrestricted Global Note (CUSIP                 ); or
¨	(B)	a Restricted Definitive Note; or
¨	(C)	an Unrestricted Definitive Note,
in accordance with the terms of the Indenture.

B-6

EXHIBIT C

Form of Certificate of Exchange

            ,

Chiquita Brands International, Inc.

250 East Fifth Street,

Cincinnati, Ohio 45202

LaSalle Bank National Association

135 South LaSalle Street

Suite 1960

Chicago, Illinois 60603

Attention:  Corporate Trust Department

Re: Chiquita Brands International, Inc.

Dear Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of June [            ], 2005 (the “Indenture”), between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and LaSalle Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                          (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount at maturity of $                 in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

¨ (a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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¨ (b) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

¨ (c) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

¨ (d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

¨ (a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount at maturity, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

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¨ (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] :

¨ 144A Global Note,

¨ Regulation S Global Note,

with an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Dated:

[Insert Name of Transferor]

By:

Name:

Title:

C-3

EXHIBIT D

Form of Certificate from

Acquiring Institutional Accredited Investor

            ,

Chiquita Brands International, Inc.

250 East Fifth Street,

Cincinnati, Ohio 45202

LaSalle Bank National Association

135 South LaSalle Street

Suite 1960

Chicago, Illinois 60603

Attention: Corporate Trust Department

Re: Chiquita Brands International, Inc.

[    ]% Senior Notes due 2015 (the “Notes”)

Dear Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of June [        ], 2005 (the “Indenture”), between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and LaSalle Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $             aggregate principal amount of:

(a)	¨	beneficial interest in a Global Note, or
(b)	¨	a Definitive Note,

we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we shall do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer”

D-1

(as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of aggregate principal amount of less than $100,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Dated:
	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:

D-2

EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

Dated June 28, 2005

between

CHIQUITA BRANDS INTERNATIONAL, INC.

and

MORGAN STANLEY & CO. INCORPORATED

WACHOVIA CAPITAL MARKETS, LLC

GOLDMAN, SACHS & CO.

BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC.

ABN AMRO INCORPORATED

RABO SECURITIES USA, INC.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into June 28, 2005, between CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (the “Company”), and MORGAN STANLEY & CO. INCORPORATED, WACHOVIA CAPITAL MARKETS, LLC, GOLDMAN, SACHS & CO., BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC, ABN AMRO INCORPORATED and RABO SECURITIES USA, INC. (the “Placement Agents”).

This Agreement is made pursuant to the Purchase Agreement dated June 28, 2005, between the Company and the Placement Agents (the “Purchase Agreement”), which provides for the sale by the Company to the Placement Agents of an aggregate of $225,000,000 principal amount of the Company’s 8 ⁷/8% Senior Notes Due 2015 (the “Securities”). In order to induce the Placement Agents to enter into the Purchase Agreement, the Company has agreed to provide to the Placement Agents and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions.

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“1933 Act” shall mean the Securities Act of 1933, as amended from time to time.

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchange Securities” shall mean securities issued by the Company under the Indenture containing terms identical to the Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from June 28, 2005, (ii) the Exchange Securities will not contain restrictions on transfer and (iii) Exchange Securities are not entitled to additional interest) and to be offered to Holders of Registrable Securities in exchange for Registrable Securities pursuant to the Exchange Offer.

“Holder” shall mean the Placement Agents, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating Broker-Dealers (as defined in Section 4(a)).

“Indenture” shall mean the Indenture relating to the Securities dated as of June 28, 2005 between the Company and LaSalle Bank, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Placement Agents or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount.

“Placement Agents” shall have the meaning set forth in the preamble.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any

2

prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of or exchanged pursuant to such Registration Statement, (ii) when such Securities have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) when such Securities are exchanged for Exchange Securities or (iv) when such Securities shall otherwise have ceased to be outstanding.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Placement Agents) and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clauses (ii) and (vii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions

3

of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“SEC” shall mean the Securities and Exchange Commission.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3 hereof.

“Underwritten Offering” shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2. Registration Under the 1933 Act.

(a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC (the “Staff”), the Company shall use its reasonable best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its reasonable best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder, through DTC or otherwise, stating in such Prospectus or accompanying documents in addition to such other disclosures as are required by applicable law:

(i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered and not withdrawn will be accepted for exchange;

4

(ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the “Exchange Dates”);

(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement;

(iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date; and

(v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged.

As soon as reasonably practicable after the last Exchange Date, the Company shall:

(i) accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder.

The Company shall use its best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. Upon the request of the Placement Agents, the Company shall inform the Placement Agents of the names and addresses of the Holders to whom the Exchange Offer is made, and the Placement Agents shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

5

(b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason consummated within 210 days of the Closing Date or (iii) the Exchange Offer has been completed and in the opinion of counsel for the Placement Agents a Registration Statement must be filed and a Prospectus must be delivered by the Placement Agents in connection with any offering or sale of Registrable Securities, the Company shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination, date or notice of such opinion of counsel is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective by the SEC. In the event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, the Company shall use its reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Placement Agents after completion of the Exchange Offer. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.

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In the event the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective within 210 days of the Closing Date, the interest rate on the Registrable Securities will be increased by .50% per annum until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective by the SEC or upon expiration of the time period referred to in Rule 144(k) under the Securities Act.

(e) Without limiting the remedies available to the Placement Agents and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Placement Agents or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Placement Agents or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof.

3. Registration Procedures.

In connection with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as expeditiously as reasonably possible:

(a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Placement Agents, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge,

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as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request other than exhibits to documents incorporated by reference or exhibits thereto or documents available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”), in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law;

(d) use its best efforts to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing a reasonable time prior to the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

(e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Placement Agents promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event

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during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate;

(f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order;

(g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities;

(i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission;

(j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus (other than filings required to be made pursuant to the Securities Exchange Act of 1934), after initial filing of a Registration Statement, provide copies of such document to the Placement Agents and their counsel (and, in the case of a Shelf

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Registration Statement, the Holders and their counsel) and make such of the representatives of the Company as shall be reasonably requested by the Placement Agents or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Placement Agents and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Placement Agents or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall reasonably object;

(k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement;

(l) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(m) in the case of a Shelf Registration, make available for inspection by a representative of a majority in interest of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement;

(n) use its reasonable best efforts to cause the Exchange Securities or Registrable Securities, as the case may be, to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act);

(o) if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and

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(p) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference in the Shelf Registration Statement, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing.

In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus

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covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company may give any such notice only twice during any 365 day period and any such suspensions may not exceed 45 days for each suspension and there may not be more than two suspensions in effect during any 365 day period.

The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the “Underwriters”) that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed.

4. Participation of Broker-Dealers in Exchange Offer.

(a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

The Company understands that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.

(b) In light of the above, notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably requested by the Placement Agents or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that:

(i) the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and

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(ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Placement Agents or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Placement Agents and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated unless it elects not to act as such representative, (y) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Placement Agents unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, “cold comfort” letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above.

(c) The Placement Agents shall have no liability to the Company or any Holder with respect to any request that it may make pursuant to Section 4(b) above.

5. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless the Placement Agents, each Holder and each Person, if any, who controls any Placement Agent or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any Placement Agent or any Holder, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by the Placement Agents, any Holder or any such controlling or affiliated Person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material

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fact required to be stated therein or necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Placement Agents or any Holder furnished to the Company in writing through Morgan Stanley & Co. Incorporated or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Placement Agents and the other selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls the Company, any Placement Agent and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Placement Agents and the Holders, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. The Company may take the primary responsibility for supervising any such defense (with counsel reasonably satisfactory to the indemnified party), provided, however, that the indemnified party shall be promptly informed of all material developments with respect to such proceeding by the indemnifying party, the indemnified party shall have the right to ask reasonable questions of such counsel and the indemnifying party and, with respect to any matters that relate directly to such indemnified party in such proceedings, shall be consulted by the indemnifying party. Notwithstanding the foregoing, in any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified

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party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Placement Agents and all Persons, if any, who control any Placement Agent within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each Person, if any, who controls the Company within the meaning of either such Section and (c) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving the Placement Agents and Persons who control the Placement Agents, such firm shall be designated in writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the

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one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement.

(e) The Company and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies, which may otherwise be available to any indemnified party at law or in equity.

The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Placement Agents, any Holder or any Person controlling any Placement Agent or any Holder, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6. Miscellaneous.

(a) No Inconsistent Agreements. The Company has not entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements.

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(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Placement Agents, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Placement Agents (in their capacity as Placement Agents) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

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(e) Purchases and Sales of Securities. The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities.

(f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Placement Agents, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. This Agreement shall be governed by the laws of the State of New York.

(j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

18

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

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/ Jeffrey M. Zalla
Name:	Jeffrey M. Zalla
Title:	Senior Vice President and Chief Financial Officer

Confirmed and accepted as of

    the date first above written:

MORGAN STANLEY & CO. INCORPORATED

WACHOVIA CAPITAL MARKETS, LLC

GOLDMAN, SACHS & CO.

BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC.

ABN AMRO INCORPORATED

RABO SECURITIES USA, INC.

By:  MORGAN STANLEY & CO. INCORPORATED
By:	/s/ Andrew W. Earls
Name:	Andrew W. Earls
Title:	Executive Director

19

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

among

CHIQUITA BRANDS L.L.C.,

as Borrower

CHIQUITA BRANDS INTERNATIONAL, INC.,

as Holdings

THE LENDERS NAMED HEREIN

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent, an L/C Issuer and Swing Line Lender

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as an L/C Issuer

WACHOVIA CAPITAL MARKETS, LLC,

as Co-Lead Arranger

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agent and Co-Lead Arranger

and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Documentation Agent

Dated as of June 28, 2005

TABLE OF CONTENTS

		Page
ARTICLE I
INTERPRETATION
SECTION 1.01.	Definitions	2
SECTION 1.02.	GAAP	52
SECTION 1.03.	Headings	53
SECTION 1.04.	Plural Terms	53
SECTION 1.05.	Time	53
SECTION 1.06.	Governing Law	53
SECTION 1.07.	Construction	53
SECTION 1.08.	Entire Agreement	53
SECTION 1.09.	Calculation of Interest and Fees	53
SECTION 1.10.	References	54
SECTION 1.11.	Other Interpretive Provisions	54
SECTION 1.12.	Rounding	54
SECTION 1.13.	Co–Lead Arrangers, Documentation Agent and Syndication Agent	54
ARTICLE II
CREDIT FACILITIES
SECTION 2.01.	The Credit Facilities	55
SECTION 2.02.	Letters of Credit	61
SECTION 2.03.	Swing Line	70
SECTION 2.04.	Amount Limitations, Commitment Reductions	73
SECTION 2.05.	Fees	74
SECTION 2.06.	Prepayments	74
SECTION 2.07.	Other Payment Terms	80
SECTION 2.08.	Loan Accounts; Notes	81
SECTION 2.09.	Loan Funding Revolving Loan	82
SECTION 2.10.	Pro Rata Treatment	83
SECTION 2.11.	Change of Circumstances	84
SECTION 2.12.	Taxes on Payments	86
SECTION 2.13.	Funding Loss Indemnification	89
SECTION 2.14.	Security	89
SECTION 2.15.	Replacement of the Lenders	93
SECTION 2.16.	Increases of the Revolving Loan Commitment; Adjustments to Revolving Loan Commitment	94

ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.01.	Initial Conditions Precedent	95
SECTION 3.02.	Conditions Precedent to each Credit Event	105
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.	Representations and Warranties	106
SECTION 4.02.	Reaffirmation	118
ARTICLE V
COVENANTS
SECTION 5.01.	Affirmative Covenants	119
SECTION 5.02.	Negative Covenants	128
SECTION 5.03.	Financial Covenants	138
ARTICLE VI
DEFAULT
SECTION 6.01.	Events of Default	139
SECTION 6.02.	Remedies	141
ARTICLE VII
THE ADMINISTRATIVE AGENT AND RELATIONS AMONG THE LENDERS
SECTION 7.01.	Appointment, Powers and Immunities	142
SECTION 7.02.	Reliance by the Administrative Agent	143
SECTION 7.03.	Defaults	144
SECTION 7.04.	Indemnification	144
SECTION 7.05.	Non–Reliance	145
SECTION 7.06.	Resignation or Removal of the Administrative Agent	145
SECTION 7.07.	Collateral Matters	146
SECTION 7.08.	The Administrative Agent in Its Individual Capacity	147
SECTION 7.09.	Appointment of Supplemental Collateral Agent	147

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ARTICLE VIII MISCELLANEOUS
SECTION 8.01.	Notices	148
SECTION 8.02.	Expenses	150
SECTION 8.03.	Indemnification	150
SECTION 8.04.	Waivers; Amendments	151
SECTION 8.05.	Successors and Assigns	153
SECTION 8.06.	Setoffs by Lenders	157
SECTION 8.07.	No Third Party Rights	158
SECTION 8.08.	Partial Invalidity	158
SECTION 8.09.	Jury Trial	158
SECTION 8.10.	Counterparts	158
SECTION 8.11.	Consent to Jurisdiction	158
SECTION 8.12.	Relationship of Parties	159
SECTION 8.13.	Time	159
SECTION 8.14.	Waiver of Punitive Damages	159
SECTION 8.15.	Participations	159
SECTION 8.16.	OFAC	160
SECTION 8.17.	Patriot Act	160

SCHEDULES
Schedule I	Lending Offices
Schedule II	Existing Letters of Credit
Schedule III	Chiquita Subsidiary Guarantors and Fresh Express Subsidiary Guarantors
Schedule IV	Permitted Joint Ventures
Schedule V	Chiquita Pledged Persons and Fresh Express Pledged Persons
Schedule VI	Chiquita Trademarks and Fresh Express Trademarks
Schedule VII	Notices
Schedule 1.01	EBITDA of the Companies and their Subsidiaries
Schedule 4.01(k)	Asset Sales
Schedule 4.01(l)	Employee Benefit Plans
Schedule 4.01(n)	Trademarks, Patents, Copyrights and Licenses
Schedule 4.01(q)	Significant Subsidiaries
Schedule 4.01(w)	Insurance
Schedule 4.01(x)	Contracts with Officers or Directors
Schedule 4.01(z)	Owned Real Property
Schedule 4.01(aa)	Leased Real Property
Schedule 4.01(bb)	Existing Indebtedness
Schedule 4.01(cc)	Surviving Indebtedness
Schedule 5.01(g)	Principal Trademarks
Schedule 5.02(b)	Liens
Schedule 5.02(e)	Existing Investments
Schedule 5.02(e)(xvii)	Permitted Joint Venture
Schedule 5.02(f)(ii)	CBII Liabilities
Schedule 5.02(g)	CBII Businesses/Material Assets
Schedule 5.02(n)	Negative Pledge Agreements

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EXHIBITS
Exhibit A	Form of Notice of Borrowing
Exhibit B	Form of Notice of Conversion
Exhibit C	Form of Notice of Interest Period Selection
Exhibit D	Form of Notice of Swing Line Borrowing
Exhibit E-1	Form of Revolving Loan Note
Exhibit E-2	Form of Term B Note
Exhibit E-3	Form of Term C Note
Exhibit F	Form of Swing Line Note
Exhibit G-1	Form of Compliance Certificate
Exhibit G-2	Form of Compliance Certificate
Exhibit H	Form of Assignment Agreement
Exhibit I-1	Form of Chiquita Pledge Agreement
Exhibit I-2	Form of Chiquita Pledge Agreement
Exhibit I-3	Form of Fresh Express Pledge Agreement
Exhibit I-4	Form of Fresh Express Pledge Agreement
Exhibit J	Form of Parent Guarantee Agreement
Exhibit K-1	Form of Chiquita Subsidiary Guarantee Agreement
Exhibit K-2	Form of Fresh Express Subsidiary Guarantee Agreement
Exhibit L-1	Form of Chiquita Security Agreement
Exhibit L-2	Form of Fresh Express Security Agreement
Exhibit M-1	Form of Chiquita Copyright Security Agreement
Exhibit M-2	Form of Fresh Express Copyright Security Agreement
Exhibit N-1	Form of Chiquita Patent Security Agreement
Exhibit N-2	Form of Fresh Express Patent Security Agreement
Exhibit O-1	Form of Chiquita Trademark Security Agreement
Exhibit O-2	Form of Fresh Express Trademark Security Agreement
Exhibit P	Form of Joinder Agreement
Exhibit Q-1	Form of Mortgage
Exhibit Q-2	Form of Clayton County Leasehold Mortgage
Exhibit R	Form of Mortgage Opinion
Exhibit S	Form of Corporate Opinion re Mortgagees
Exhibit T	Form of Landlord Estoppel and Consent Agreement

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2005, is entered into by and among: (1) CHIQUITA BRANDS L.L.C., a Delaware limited liability company (the “Borrower”); (2) CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (“Holdings” or “CBII”); (3) each of the banks, financial institutions and other institutional lenders listed on the signature pages hereof (collectively, the “Initial Lenders”); (4) WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia Bank”), a national banking association, as Administrative Agent (as defined below), as Swing Line Lender (as defined below), and as an L/C Issuer (as defined below); (5) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as an L/C Issuer; (6) MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as syndication agent (in such capacity, the “Syndication Agent”) and as a co-lead arranger; (7) WACHOVIA CAPITAL MARKETS, LLC (“Wachovia Capital”), as a co-lead arranger (in such capacity together with Morgan Stanley in such capacity, collectively the “Co-Lead Arrangers”); and (8) GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as documentation agent (in such capacity, the “Documentation Agent”).

RECITALS

A. The Borrower is party to that certain credit agreement dated as of January 5, 2005 (as amended through the date hereof, the “Existing Credit Agreement”), with the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent for such lenders, as a co-lead arranger, as swing line lender and as letter of credit issuer, Wachovia Bank, National Association, as syndication agent and a co-lead arranger, and Cooperative Centrale Raiffeisen-Boerenleenbank B.A., New York Branch, as documentation agent.

B. Pursuant to the Stock Purchase Agreement dated February 22, 2005 (as amended to the extent permitted under the Credit Documents (as defined below), the “Stock Purchase Agreement”) entered into by and between Holdings, as purchaser, and Performance Food Group Company, a Tennessee corporation, as seller (the “Seller”), Holdings has agreed to acquire, or has agreed to cause the Borrower to acquire (the “Acquisition”) from the Seller all of the issued and outstanding shares of the capital stock of Fresh International Corp., a Delaware corporation, Fresh Advantage, Inc., a Virginia corporation, Redi-Cut Foods, Inc., an Illinois corporation, and K.C. Salad Holdings, Inc., a Missouri corporation (collectively, “Fresh Express” or the “Companies”).

C. The Borrower has requested that (1) simultaneously with the consummation of the Acquisition, the Lenders lend to the Borrower up to $650,000,000, the proceeds of which will be used to pay to the Seller a portion of the cash consideration for the shares of capital stock in the Companies, to pay certain transaction fees and expenses, and to refinance certain existing indebtedness of the Borrower, and (2) from time to time thereafter, the Lenders make Revolving Loans (as defined below) to the Borrower and the L/C Issuers issue Letters of Credit (as defined below) for the account of the Borrower to provide working capital for the Borrower and its subsidiaries (including, without limitation, to fund Permitted Acquisitions (as defined below)).

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D. In order to provide the credit facilities described in Paragraph C above, the Borrower has requested that the Lenders amend and restate the Existing Credit Agreement on the terms and conditions set forth herein.

E. The Lenders have indicated their willingness to amend and restate the Existing Credit Agreement and to provide such credit facilities upon the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

INTERPRETATION

SECTION 1.01. Definitions. Unless otherwise indicated in this Agreement or any other Credit Document, each term set forth below, when used in this Agreement or any other Credit Document, shall have the respective meaning given to that term below or in the provision of this Agreement or other document, instrument or agreement referenced below:

“A-Rating” shall have the meaning given to that term in Section 5.01(d).

“Acquisition” shall have the meaning given to that term in the Recitals to this Agreement.

“Act” shall have the meaning given to that term in Section 8.15(j).

“Additional Revolving Lender” shall have the meaning given to that term in Section 2.16(b)(ii).

“Administrative Agent” shall mean, as the context may require, (i) Wachovia Bank, acting as administrative agent for the Lenders (or any successor administrative agent appointed in accordance with Section 7.06), (ii) the administrative agent for the Lenders (or any successor administrative agent appointed in accordance with Section 7.06) acting in its capacity as collateral agent for the Chiquita Secured Parties in accordance with Section 7.01(a) or (iii) the administrative agent for the Lenders (or any successor administrative agent appointed in accordance with Section 7.06) acting in its capacity as collateral agent for the Fresh Express Secured Parties in accordance with Section 7.01(a).

“Administrative Agent Fee Letter” shall mean the Administrative Agent Fee Letter dated as of June 28, 2005 and entered into by and between the Administrative Agent and the Borrower.

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“Affiliate” shall mean, with respect to any Person, (a) each other Person that, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, 10% or more of any class of Equity Securities of such Person (exclusive of any Person that is permitted to report such ownership pursuant to Schedule 13G under the Exchange Act), (b) each other Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person or (c) that is a CBII Entity, the officers or directors of CBII or the Borrower; provided, however, that in no case shall the Administrative Agent or any Lender (by reason of its capacity as such) be deemed to be an Affiliate of any Borrower Entity for purposes of this Agreement. For the purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management and policies, whether through the ownership of voting Equity Securities, by contract or otherwise.

“Agreement” shall mean this Amended and Restated Credit Agreement, as the same may be amended, restated, supplemented or modified from time to time.

“American Produce Company” shall mean American Produce Company, a Delaware corporation.

“Applicable Lending Office” shall mean, with respect to any Lender, (a) in the case of its Base Rate Loans, its US Lending Office and (b) in the case of its LIBOR Loans, its Euro-Dollar Lending Office.

“Applicable Margin” shall mean, (a) with respect to each Term B Loan and Term C Loan, the per annum margin which is determined pursuant to the Term Pricing Grid and added to the Base Rate or LIBOR Rate, as the case may be, for such Term B Loans and Term C Loans, and (b) with respect to each Revolving Loan (and with respect to the calculation of Letter of Credit fees pursuant to Sections 2.02(i) and (j)), the per annum margin which is determined pursuant to the Pricing Grid and added to the Base Rate or LIBOR Rate, as the case may be, for such Revolving Loan. The Applicable Margin with respect to each Term B Loan and Term C Loan shall be determined as provided in the Term Pricing Grid and may change as set forth in the definition of Term Pricing Grid. Notwithstanding the foregoing, the Applicable Margin with respect to each Term B Loan and Term C Loan shall be determined for the first six months after the Effective Date based upon Tier 3 of the Term Pricing Grid. The Applicable Margin with respect to each Revolving Loan and with respect to the calculation of Letter of Credit fees pursuant to Sections 2.02(i) and (j) shall be determined as provided in the Revolving Loan Pricing Grid and may change as set forth in the definition of Revolving Loan Pricing Grid. Notwithstanding the foregoing, the Applicable Margin with respect to each Revolving Loan and with respect to the calculation of Letter of Credit fees pursuant to Sections 2.02(i) and (f) shall be determined for the first six months after the Effective Date based upon Tier 4 of the Revolving Loan Pricing Grid.

“Appropriate Lender” shall mean, at any time, with respect to (a) any of the Term B Facility, the Term C Facility or the Revolving Loan Facility, a Lender that has a Commitment with respect to such Facility at such time, (b) the Letter of Credit Sublimit, (i) the applicable L/C Issuer and (ii) if any L/C Borrowings have been refinanced as a Revolving Loan Borrowing that is outstanding at such time, each such other Revolving Lender and (c) the Swing Line Sublimit, the Swing Line Lender.

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“Approved Fund” means any Fund that is administered, managed or underwritten by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignee Lender” shall have the meaning given to that term in Section 8.05(c).

“Assignment” shall have the meaning given to that term in Section 8.05(c).

“Assignment Agreement” shall have the meaning given to that term in Section 8.05(c).

“Assignment Effective Date” shall have, with respect to each Assignment Agreement, the effective date of the Assignment as set forth therein.

“Assignor Lender” shall have the meaning given to that term in Section 8.05(c).

“Atlanta AG” shall mean Atlanta Aktiengesellschaft, a company organized under the laws of Germany.

“Banacol Notes” shall mean the non-negotiable promissory notes from Invesmar Limited, a British Virgin Islands company, to any of the Borrower Entities, as any of the same may be amended, restated, renewed, replaced, supplemented or modified from time to time.

“Bankruptcy Code” shall mean 11 U.S.C. Section 101 et seq.

“Base Rate” shall mean a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

the rate of interest per annum then most recently publicly announced by Wachovia in Charlotte, North Carolina, from time to time, as Wachovia’s prime rate for Dollars loaned in the United States; and

 ¹/2 of 1% per annum above the Federal Funds Rate.

The Base Rate is an index rate and is not necessarily intended to be the lowest or best rate of interest charged to other customers in connection with extensions of credit or to other banks.

“Base Rate Loan” shall mean, at any time, a Loan which then bears interest as provided in clause (i) of Section 2.01(e).

“Bermuda Law Security” shall mean, collectively, (a) the Charge over Shares made on January 18, 2005 between Chiquita International Limited and Wells Fargo, as administrative agent under the Existing Credit Agreement in respect of 12,000 shares of

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Great White Fleet Ltd., (b) the Charge over Shares made on January 18, 2005 between Chiquita International Trading Company and Wells Fargo, as administrative agent under the Existing Credit Agreement in respect of 12,100 shares of Chiquita International Limited and (c) the Guarantee dated January 18, 2005 and made by Tela Railroad Company Limited in favor of Wells Fargo, as administrative agent under the Existing Credit Agreement, in each case as the same may be amended, restated, renewed, replaced, supplemented or modified from time to time.

“Board of Directors” shall mean, with respect to any Person, the Board of Directors, Board of Managers or similar governing body of such Person or any duly authorized committee or delegated officers of such Board of Directors.

“Board Resolution” shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Borrower or CBII to have been duly adopted by their respective Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Administrative Agent.

“Borrower” shall have the meaning given to that term in the introductory paragraph hereof.

“Borrower EBITDA” shall mean EBITDA in respect of the Borrower Entities on a consolidated basis, and after deducting CBII Overhead Expenses.

“Borrower Entities” shall mean and include Borrower and its Subsidiaries.

“Borrower Funded Debt” shall mean Funded Debt in respect of the Borrower Entities, on a consolidated basis.

“Borrower Leverage Ratio” shall mean the ratio of (a) Borrower Funded Debt, as of the end of any fiscal quarter, to (b) Borrower EBITDA for the four fiscal quarter period ended as of the end of such fiscal quarter.

“Borrowing” shall mean a Term B Borrowing, a Term C Borrowing, a Revolving Loan Borrowing or a Swing Line Borrowing, as the context may require.

“Business Day” shall mean any day on which (a) commercial banks are not authorized or required by law to close in Charlotte, North Carolina or The City of New York, New York and (b) if such Business Day is related to a LIBOR Loan, dealings in Dollar deposits are carried out in the London interbank market.

“Capex Carryover” shall have the meaning given to that term in Section 5.03(d).

“Capital Adequacy Requirement” shall have the meaning given to that term in Section 2.11(d).

“Capital Asset” shall mean, with respect to any Person, any tangible, fixed or capital asset owned or leased (in the case of a Capital Lease) by such Person.

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“Capital Expenditures” shall mean, with respect to any Person and any period, all amounts expended by such Person during such period to acquire or to construct Capital Assets computed in accordance with GAAP.

“Capital Leases” shall mean any and all lease obligations that, in accordance with GAAP, are required to be capitalized on the books of a lessee.

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, as Collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the L/C Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuers (which documents are hereby consented to by the Lenders). Derivatives of such term shall have a corresponding meaning.

“CBCBV” shall mean Chiquita Banana Company B.V., an entity organized under the laws of The Netherlands.

“CBII” shall have the meaning given to that term in the introductory paragraph hereof.

“CBII Entities” shall mean and include CBII and its Subsidiaries.

“CBII Overhead Expenses” shall mean the expenses of CBII, including without limitation, in employing and compensating officers and employees and in fulfilling its obligations as a public company and administering its Subsidiaries’ activities, entering into space leases and other agreements in connection with such business activities, and having and maintaining various employee benefit plans for it, its Subsidiaries and their employees; provided that any such expenses shall be excluded to the extent such expenses are attributable to or incurred for any Subsidiary of CBII that is not a Borrower Entity or Permitted Joint Venture and which (a) is not dormant and has active business operations or (b) has more than de minimis profits, earnings, and/or assets.

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

(a) any Exchange Act Person is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of all outstanding classes of voting capital stock of CBII;

(b) the adoption of a plan relating to the liquidation or dissolution of CBII or the Borrower;

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

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(d) CBII fails to own directly or indirectly 100% of the Borrower; or

(e) except as a result of a transaction permitted by Section 5.02(d)(i), the Borrower fails to own directly, or indirectly through a Fresh Express Entity, 100% of each of the Companies.

“Change of Law” shall have the meaning given to that term in Section 2.11(b).

“Chiquita Collateral” shall have the meaning ascribed to the terms “Collateral” or “Pledged Collateral” under the respective Chiquita Security Documents, and shall include any and all property and assets from time to time subject to or intended to be subject to the Lien created pursuant to the Chiquita Security Documents.

“Chiquita Copyright Security Agreement” shall mean the Copyright Security Agreement executed and delivered by the Chiquita Grantors party thereto, as the same may be amended, restated, supplemented or modified from time to time, and substantially in the form of Exhibit M-1 hereto.

“Chiquita Grantors” shall mean and include (a) the Borrower, (b) CBII, (c) the entities listed on Part I of Schedule III hereto and (d) US Subsidiaries of the Borrower formed, acquired or becoming US Subsidiaries of the Borrower after the Effective Date (other than any Fresh Express Entities).

“Chiquita Intellectual Property Security Agreements” shall mean, collectively, the Chiquita Copyright Security Agreement, the Chiquita Patent Security Agreement, and the Chiquita Trademark Security Agreement.

“Chiquita Latin American Subsidiary” shall have the meaning given to that term in Section 5.01(i)(ii).

“Chiquita Non-US Subsidiary” shall have the meaning given to that term in Section 5.01(i)(ii).

“Chiquita Patent Security Agreement” shall mean the Patent Security Agreement executed and delivered by the Chiquita Grantors party thereto, as the same may be amended, restated, supplemented or modified from time to time, and substantially in the form of Exhibit N-1 hereto.

“Chiquita Pledge Agreements” shall mean and include the Pledge Agreements executed and delivered by the Chiquita Pledgors pursuant to Sections 2.14(b), 3.01(a) or 5.01(i), as the case may be, as the same may be amended, restated, supplemented or modified from time to time, substantially in one of the forms attached hereto as Exhibit I-1 and Exhibit I-2.

“Chiquita Pledged Intercompany Notes” shall have the meaning given to that term in Section 3.01(a)(v).

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“Chiquita Pledged Persons” shall mean and include (a) the Borrower and the other Persons listed on Part I of Schedule V, (b) US Subsidiaries of the Borrower formed, acquired, or becoming US Subsidiaries of the Borrower after the Effective Date (other than any Fresh Express Entity), (c) Significant Non-US Subsidiaries of the Borrower formed, acquired, or becoming Significant Non-US Subsidiaries of the Borrower after the Effective Date (other than any Fresh Express Entity) and (d) any Non-US Subsidiary of the Borrower listed on Part III of Schedule V which after the Effective Date becomes a Significant Non-US Subsidiary of the Borrower (it being understood that solely in respect of this clause (d) there shall be excluded from the determination of whether such a Non-US Subsidiary is a Significant Subsidiary, any intercompany investments in such Non-US Subsidiary from any CBII Entities) (provided, however, that notwithstanding anything to the contrary herein, none of GWF’s Subsidiaries shall be Chiquita Pledged Persons and no Chiquita Pledge Agreement shall be executed with respect to the Equity Securities of any of GWF’s Subsidiaries; provided further that notwithstanding anything to the contrary herein, (i) if by virtue of mandatory provisions of the applicable law of the jurisdiction of organization of a Significant Non-US Subsidiary a pledge of the Equity Securities of such Significant Non-US Subsidiary shall be prohibited (and the Administrative Agent shall be reasonably satisfied that there is no alternative manner to structure such pledge) or (ii) if by virtue of a pledge of 100% or less of the non-voting Equity Securities or 65% or less of the voting Equity Securities of a Significant Non-US Subsidiary a Section 956 Issue will result with respect to such Significant Non-US Subsidiary or its direct Non-US parent, then such applicable Significant Non-US Subsidiary shall not be one of the Chiquita Pledged Persons and no Chiquita Pledge Agreement shall be executed with respect to the Equity Securities of such Significant Non-US Subsidiary unless and except to the extent that the Equity Securities thereof may be so pledged without such prohibition or without resulting in a Section 956 Issue, as applicable; provided further that if some or all of the Equity Securities of a Borrower Entity (other than any Fresh Express Entity) that directly or indirectly owns Equity Securities of such Significant Non-US Subsidiary are not the subject of a Chiquita Pledge Agreement and may be pledged to the Administrative Agent without such prohibition or without resulting in a Section 956 Issue, as applicable, such Borrower Entity shall become one of the Chiquita Pledged Persons; and provided further that if a Significant Non-US Subsidiary is a Chiquita Subsidiary Guarantor it shall not be required to be one of the Chiquita Pledged Persons and no Chiquita Pledge Agreement need be executed with respect to the Equity Securities of such Significant Non-US Subsidiary).

“Chiquita Pledgors” shall mean and include Persons executing Chiquita Pledge Agreements in which they pledge to the Administrative Agent (a) 100% of their Equity Securities in Chiquita Pledged Persons consisting of the Borrower or US Subsidiaries of the Borrower (other than any Fresh Express Entity) or (b) 100% of their non-voting Equity Securities and 65% of their voting Equity Securities in Chiquita Pledged Persons consisting of Significant Non-US Subsidiaries of the Borrower (other than any Fresh Express Entity).

“Chiquita Secured Obligations” shall mean any Obligations owing to the Chiquita Secured Parties, including, without limitation, any Guarantees thereof by the Loan Parties and any Lender Rate Contract Obligations, but excluding any Fresh Express Secured Obligations.

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“Chiquita Secured Parties” shall mean, collectively, the Administrative Agent, any Supplemental Collateral Agent, the Revolving Lenders, the Swing Line Lender, the L/C Issuers, the Term B Lenders and any Lender or any Affiliate of a Lender as a counterparty to a Lender Rate Contract.

“Chiquita Security Agreements” shall mean and include the security agreements (including, without limitation, any amended and restated security agreements) executed and delivered by (a) the Borrower, (b) CBII or (c) US Subsidiaries (other than any Fresh Express Entity) pursuant to Sections 2.14(b), 3.01(a) or 5.01(i), as the case may be, as the same may be amended, restated, supplemented or modified from time to time, substantially in the form of Exhibit L-1 hereto.

“Chiquita Security Documents” shall mean and include the Chiquita Security Agreements, the Chiquita Pledge Agreements, the Chiquita Intellectual Property Security Agreements, and all other instruments, agreements and documents (including Uniform Commercial Code financing statements) delivered to the Administrative Agent in connection with any Chiquita Collateral or to secure any Chiquita Secured Obligations or any Guarantee of such Obligations, as the same may be amended, restated, supplemented or modified from time to time.

“Chiquita Subsidiary Guarantee Agreements” shall mean, collectively, each Guarantee Agreement executed and delivered by each Chiquita Subsidiary Guarantor pursuant to Section 3.01(a) or Section 5.01(i), as the case may be, and substantially in the form attached hereto as Exhibit K-1 (and, where appropriate, with such changes as the Administrative Agent may reasonably require to give effect to local law requirements in respect of any Non-US Chiquita Subsidiary Guarantors).

“Chiquita Subsidiary Guarantors” shall mean and include (a) entities listed on Part I of Schedule III hereto, (b) US Subsidiaries of the Borrower formed, acquired or becoming US Subsidiaries of the Borrower after the Effective Date (other than any Fresh Express Entity) and (c) Significant Latin American Subsidiaries of the Borrower formed, acquired or becoming Significant Latin American Subsidiaries of the Borrower after the Effective Date (other than any Fresh Express Entity) (provided, however, that notwithstanding anything to the contrary herein, neither GWF nor any of GWF’s Subsidiaries shall be a Chiquita Subsidiary Guarantor and neither GWF nor any of GWF’s Subsidiaries shall execute a Chiquita Subsidiary Guarantee Agreement or Guarantee the Obligations, and if a Significant Latin American Subsidiary is a Chiquita Pledged Person or if by virtue of entering into a Chiquita Subsidiary Guarantee Agreement a Section 956 Issue will result with respect to a Significant Latin American Subsidiary, such Significant Latin American Subsidiary shall not be a Chiquita Subsidiary Guarantor and shall not execute a Chiquita Subsidiary Guarantee Agreement or Guarantee the Obligations).

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“Chiquita Trademark Security Agreement” shall mean the Trademark Security Agreement executed and delivered by the Chiquita Grantors party thereto, as the same may be amended, restated, supplemented or modified from time to time, and substantially in the form of Exhibit O-1 hereto.

“Chiquita Trademarks” shall have the meaning given to that term in Section 4.01(n).

“Chiquita US Subsidiary” shall have the meaning given to that term in Section 5.01(i)(ii).

“Clayton County Fee Mortgage” shall mean a deed to secure debt, in substantially the form of Exhibit Q-1 hereto (with such changes as may be satisfactory to the Administrative Agent and its counsel to account for local law matters) covering the Clayton County Property (together with the Assignments of Leases and Rents referred to therein, in each case as amended, restated, supplemented or modified from time to time).

“Clayton County Lease” shall mean that certain Lease Agreement, dated as of April 1, 2004, between the Development Authority of Clayton County and Fresh-Cuts, LLC, as successor in interest to Fresh-Cuts Incorporated, as amended, restated, supplemented or modified from time to time.

“Clayton County Leasehold Mortgage” shall mean that deed to secure debt, dated as of the Effective Date, in substantially the form of Exhibit Q-2 hereto covering the leasehold interest and any and all other interests of the lessee (including any residual interests of the lessee and any purchase option held by the lessee or any other Fresh Express Entity) created under the Clayton County Lease (together with the Assignments of (Sub)leases and Rents referred to therein, in each case as amended, restated, supplemented or modified from time to time).

“Clayton County Property” shall mean that certain property located at 1361 Southern Road, Morrow, Clayton County, Georgia, subject to the Clayton County Lease.

“Co-Lead Arrangers” shall mean Wachovia Capital and Morgan Stanley, acting together in their capacity as co-lead arrangers.

“Collateral” shall mean, collectively, the Chiquita Collateral and the Fresh Express Collateral.

“Colombian Operations” shall mean the Borrower’s former banana and port operations in Colombia that were sold in June 2004.

“Commercial Letter of Credit Fee Percentage” shall mean, with respect to any Commercial Letter of Credit, the per annum percentage equal to one-half of the Applicable Margin for LIBOR Loans under the Revolving Loan Facility as in effect from time to time. The Commercial Letter of Credit Fee Percentages shall be determined as provided in the Revolving Loan Pricing Grid and may change from time to time.

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Notwithstanding the foregoing, the Commercial Letter of Credit Fee Percentage shall be determined for the first six months after the Effective Date hereof based upon Tier 4 of the Revolving Loan Pricing Grid.

“Commitment Fee Percentage” shall mean, with respect to the Revolving Loan Commitments at any time, the per annum percentage which is used to calculate Commitment Fees for such Revolving Loan Commitments. The Commitment Fee Percentage shall be determined as provided in the Revolving Loan Pricing Grid and may change from time to time. Notwithstanding the foregoing, the Commitment Fee Percentage shall be determined for the first six months after the Effective Date based upon Tier 4 of the Revolving Loan Pricing Grid.

“Commitment Fees” shall have the meaning given to that term in Section 2.05(b).

“Commitment Letter” shall mean the Commitment Letter dated May 18, 2005 and entered into by and among Wachovia Capital, Wachovia Investment Holdings, LLC, Wachovia Bank, Morgan Stanley, GSCP and Holdings.

“Commitments” shall mean a Revolving Loan Commitment, a Term B Commitment or a Term C Commitment.

“Communications” shall have the meaning given to that term in Section 8.01(b).

“Companies” shall have the meaning given to that term in the Recitals to this Agreement.

“Compliance Certificate” shall have the meaning given to that term in Section 5.01(a)(iii).

“Computation Date” shall have the meaning given to that term in Section 2.02(l).

“Conduit Lender” shall mean any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided further that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to this Agreement than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Consolidated” shall mean, as the context may require, the consolidation of the accounts of the Borrower Entities or the CBII Entities, in each case in accordance with GAAP.

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“Consolidated EBITDA” shall mean EBITDA in respect of the CBII Entities on a consolidated basis.

“Consolidated Funded Debt” shall mean Funded Debt in respect of the CBII Entities on a consolidated basis.

“Consolidated Leverage Ratio” shall mean the ratio of (a) Consolidated Funded Debt as of the end of any fiscal quarter, to (b) Consolidated EBITDA for the four fiscal quarter period ended as of the end of such fiscal quarter, calculated as at the end of any fiscal quarter.

“Container Assets” shall mean refrigerated and unrefrigerated containers, chassis and generator assets used by any of the CBII Entities to transport products.

“Contingent Obligation” shall mean, with respect to any Person, (a) any Guarantee given by that Person and (b) any direct or indirect obligation or liability, contingent or otherwise, of that Person (i) in respect of any Surety Instrument issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments, (ii) as a general partner or joint venturer with liability in any partnership or joint venture, (iii) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered or (iv) in respect of any Rate Contract that is not entered into in connection with a bona fide hedging operation that provides offsetting benefits to such Person or, in the case of a Borrower Entity, to one or more of the Borrower Entities. The amount of any Contingent Obligation (other than a Guarantee) shall be deemed equal to the probable liability in respect thereof, and shall, with respect to item (b)(iv) of this definition, be marked to market on a current basis.

“Contractual Obligation” of any Person shall mean any indenture, note, lease, loan agreement, security, deed of trust, trust deed, deed to secure debt, mortgage, security agreement, Guarantee, instrument, contract, agreement or other form of contractual obligation or undertaking to which such Person is a party or by which such Person or any of its property is bound.

“Copyright Security Agreements” shall mean, collectively, the Chiquita Copyright Security Agreement and the Fresh Express Copyright Security Agreement.

“Credit Documents” shall mean and include this Agreement, the Notes, each Guarantee Agreement, the Security Documents, each Letter of Credit Application, each Notice of Borrowing, each Notice of Interest Period Selection, each Notice of Conversion, the Fee Letter, the Administrative Agent Fee Letter and the Post Effective Date Requirements Letter Agreement (if any), including, without limitation, any amendments, consents or waivers, as the same may be amended, restated, supplemented or modified from time to time. For the avoidance of doubt, Lender Rate Contracts shall

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not qualify as Credit Documents for the purposes of this Agreement or any other Credit Document or any Obligations in connection therewith; provided, however, that obligations owing to Chiquita Secured Parties under Lender Rate Contracts shall constitute Chiquita Secured Obligations and shall be secured to the extent provided in this Agreement; and provided further that, solely in respect of the Bermuda Law Security, any reference therein to “Credit Documents” shall mean and be limited to those documents evidencing the Chiquita Secured Obligations and where any of such documents also evidence any Fresh Express Secured Obligations, such documents shall be deemed (solely for the purposes of limiting the Bermuda Law Security to the Chiquita Secured Obligations) not to evidence any Fresh Express Secured Obligations.

“Credit Event” shall mean the making of any Loan (including a Swing Line Loan), the making of an L/C Credit Extension or the increase of the Revolving Loan Commitment in accordance with Section 2.16.

“Current Assets” of any Person shall mean all assets of such Person that would, in accordance with GAAP, be classified as current assets of a company conducting a business the same as or similar to that of such Person, after deducting adequate reserves in each case in which a reserve is proper in accordance with GAAP.

“Current Liabilities” of any Person shall mean (a) all Indebtedness of such Person that by its terms is payable on demand or matures within one year after the date of determination (excluding any Indebtedness renewable or extendible, at the option of such Person, to a date more than one year from such date or arising under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date) and (b) all other items (including taxes accrued as estimated) that in accordance with GAAP would be classified as current liabilities of such Person.

“De Minimis US Subsidiaries” shall mean and include direct or indirect Subsidiaries of the Borrower which are organized under the laws of the US or any state thereof (other than any such Fresh Express Entities) and which as of the end of the most recent fiscal year do not have annual revenue or assets in excess of $5,000,000.

“Debtor Relief Laws” shall mean the Bankruptcy Code, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Governmental Rules from time to time in effect affecting the rights of creditors generally.

“Default” shall mean an Event of Default or any event or circumstance not yet constituting an Event of Default which, with the giving of any notice or the lapse of any period of time or both, would become an Event of Default.

“Default Rate” shall have the meaning given to that term in Section 2.07(c).

“Defaulting Lender” shall mean a Lender which has failed to fund its portion of any Borrowing which it is required to fund under this Agreement and has continued in such failure for three Business Days after written notice from the Administrative Agent.

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“Designated Non-US Currency Market” shall mean, with respect to any Non-US Currency Letter of Credit, the Non-US Currency Market designated by the Administrative Agent as appropriate for that Non-US Currency Letter of Credit.

“Distributions” shall mean dividends (in cash, property or obligations) on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, any Equity Securities of any Borrower Entity, or the purchase, redemption, retirement or other acquisition of, any Equity Securities of any CBII Entity (other than a Borrower Entity) by a Borrower Entity or of any warrants, options or other rights to acquire the same, but excluding dividends payable solely in shares of common stock of any Borrower Entity to any other Borrower Entity or payable solely in shares of common stock of CBII.

“Documentation Agent” shall mean GSCP, acting in its capacity as documentation agent.

“Dollars” and “$” shall mean the lawful currency of the US and, in relation to any payment under this Agreement, same day or immediately available funds.

“Due Inquiry” shall mean any and all inquiry, investigation and analysis which a prudent Person would undertake and complete with diligence with the intent of coming to a reasonable understanding of facts or circumstances, and shall include, where appropriate, a review of relevant records in such Person’s possession and inquiry of appropriate employees, officers and directors, and shall mean such inquiry, investigation, and analysis has occurred as of the Effective Date and as of the date of each supplement provided pursuant to Section 5.01(a)(vi).

“EBITDA” shall mean, for any period, Net Income for such period of a Person and its Subsidiaries determined on a consolidated basis in accordance with GAAP plus, without duplication, and to the extent deducted in determining such Net Income for such period, the sum of the following for such period: (a) Interest Expense net of interest income for such period, (b) income tax expense for such period, (c) depreciation and amortization expense for such period, (d) extraordinary items of non-cash loss for such period and (e) non-cash writedowns, including any non-cash asset impairment charges under SFAS No. 142, and minus, without duplication, and to the extent added in determining such Net Income for such period, the aggregate amount of extraordinary items of income. Pro forma credit shall be given for any acquired Person’s EBITDA or the identifiable EBITDA of identifiable business units or operations acquired during such period calculated in a similar fashion (so long as such acquisition was permitted by this Agreement) as if owned on the first day of the applicable period; and any Person or identifiable business units or operations sold, transferred or otherwise disposed of during such period will be treated as if not owned during the entire applicable period. When calculating EBITDA for purposes of determining compliance with the terms and covenants of this Agreement, EBITDA shall be calculated without giving effect to (i) the amortization of any expenses incurred by any of the CBII Entities in connection with the Existing Credit Agreement (including the “Credit Documents” referred to therein), the Credit Documents referred to herein, the offering of the Senior Notes (7.5%) and the

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Senior Notes (8.875%), and in each such case the application of the proceeds therefrom, (ii) any costs or expenses incurred by any of the CBII Entities in connection with the tender and consent solicitation for the Senior Notes (10.56%) and the write-off of any debt issuance costs in connection therewith for any period prior to December 31, 2004, (iii) any after-tax income or loss from discontinued operations to the extent established on or before the Effective Date, (iv) the pre-tax loss from the sale of the Colombian Operations, (v) any costs and expenses incurred by any of the Borrower Entities in connection with (A) any Permitted Acquisition, in an aggregate amount for all Permitted Acquisitions not to exceed $10,000,000 and (B) the Acquisition. Notwithstanding the foregoing, EBITDA for the Companies and their respective Subsidiaries for the four fiscal quarter period ended March 31, 2005 shall be deemed as set forth on Schedule 1.01 hereto for purposes of this Agreement.

“Effective Amount” shall mean (a) with respect to Revolving Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to (i) any borrowings and prepayments or repayments of Revolving Loans and Swing Line Loans and (ii) with respect to Swing Line Loans, any risk participation amongst the Revolving Lenders, as the case may be, occurring on such date and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date (provided that in the case of any Non-US Currency Letter of Credit or Non-US Currency Unreimbursed Amount, the calculation shall be based on the Non-US Currency Equivalent of the amount of such Non-US Currency L/C Obligations on the Non-US Currency Business Day preceding such date), including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Effective Date” shall mean the earlier of (a) the time and Business Day on which the consummation of all conditions precedent contemplated in Section 3.01 shall have been fulfilled and the Administrative Agent shall have notified the Borrower and Lenders of the Administrative Agent’s satisfaction that such conditions have been met and (b) the date on which (i) a Credit Event shall have occurred and (ii) the Administrative Agent and the Borrower shall have entered into a post-Effective Date requirements letter agreement (“Post Effective Date Requirements Letter Agreement”) setting forth the terms and dates for post-Effective Date compliance with unfulfilled conditions precedent contemplated in Section 3.01 in respect of Collateral delivery (free from adverse claims) and perfection matters relating to certain of the Borrower’s Non-US Subsidiaries and Non-US jurisdictions and certain other matters as specified therein; provided that the Administrative Agent may condition the occurrence of any one or all subsequent Credit Events on satisfaction of the terms of the Post Effective Date Requirements Letter Agreement.

“Eligible Assignee” shall mean a Person which is (a) a commercial bank organized under the laws of the US, or any state thereof, and, to the extent such Person is or pursuant to the contemplated Assignment shall become a Revolving Lender, having a combined capital and surplus of at least $500,000,000, (b) a commercial bank organized

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under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and, to the extent such Person is or pursuant to the contemplated Assignment shall become a Revolving Lender, having a combined capital and surplus of at least $500,000,000; provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD, (c) a Person that is primarily engaged in the business of commercial banking and that is (i) a Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a Lender is a Subsidiary or (iii) a Person of which a Lender is a Subsidiary, (d) any (i) savings bank, savings and loan association, or financial institution or (ii) insurance company engaged in the business of writing insurance, which bank, association, institution or company, in any case (A) to the extent such Person is or pursuant to the contemplated Assignment shall become a Revolving Lender, has a combined capital and surplus of at least $500,000,000, (B) is engaged in the business of lending money and extending credit under credit facilities substantially similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank, (e) an Approved Fund or (f) any other Person (other than an individual) approved by (A) the Administrative Agent, (B) in the case of an assignment of a Revolving Loan Commitment, the L/C Issuers and the Swing Line Lender and (C) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed).

“Employee Benefit Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

“Environmental Damages” shall mean all claims, judgments, damages, losses, penalties, liabilities (including strict liability), costs and expenses, including costs of investigation, remediation, defense, settlement and attorneys’ fees and consultants’ fees, that are incurred at any time (a) as a result of the existence of any Hazardous Material upon, about or beneath any real property owned by the Significant Parties or migrating or threatening to migrate to or from any such real property, (b) arising from any investigation, proceeding or remediation of any location at which the Significant Parties or any predecessors have directly or indirectly disposed of Hazardous Materials, (c) arising in any manner whatsoever out of any violation of Environmental Laws by the CBII Entities or with respect to any real property owned by the CBII Entities or (d) arising from any exposure or alleged exposure of any Hazardous Materials.

“Environmental Laws” shall mean the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (including the Superfund Amendments and Reauthorization Act of 1986, “CERCLA”), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, 30 U.S.C. Section 801 et

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seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all other Governmental Rules relating to the protection of human health and safety and the environment, including all Governmental Rules pertaining to the reporting, licensing, permitting, transportation, storage, disposal, investigation or remediation of emissions, discharges, releases, or threatened releases of Hazardous Materials into the air, surface water, groundwater, or land; or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation or handling of Hazardous Materials.

“Equity Securities” of any Person shall mean (a) all common stock, preferred stock, participations, shares, partnership interests, limited liability company interests or other equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing (but excluding in all cases any debt security that is convertible into, or exchangeable for, such Equity Securities).

“ERISA” shall mean the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” shall mean any Person which is treated as a single employer with any Significant Party under Section 414 of the IRC.

“ERISA Event” shall mean (a) a Reportable Event with respect to a Pension Plan, (b) a withdrawal by any Significant Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a substantial cessation of operations at a facility that is treated as such a withdrawal under Section 4062(e) of ERISA which could reasonably be expected to give rise to any liability on account of such withdrawal, (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the Borrower or any ERISA Affiliate to terminate a Pension Plan to completely or partially withdraw from a Multiemployer Plan, (e) the receipt of notice of an application by the PBGC to institute proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Euro-Dollar Lending Office” shall mean, with respect to any Lender, (a) initially, its office designated as such in Schedule I hereto (or, in the case of any Lender which becomes a Lender by an assignment pursuant to Section 8.05(c), its office designated as such in the applicable Assignment Agreement) and (b) subsequently, such other office or offices as such Lender may designate to the Administrative Agent as the office at which such Lender’s LIBOR Loans will thereafter be maintained and for the account of which all payments of principal of, and interest on, such Lender’s LIBOR Loans will thereafter be made.

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“European Subsidiaries” shall mean and include direct or indirect Subsidiaries of the Borrower which are organized in any of the following countries: Austria, Belarus, Belgium, Bermuda, Cyprus, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Italy, the Ivory Coast, Liechtenstein, The Netherlands, Norway, Poland, Portugal, Romania, Russia, Scotland, Slovak Republic, Spain, Sweden, Switzerland, Turkey, and the United Kingdom.

“Event of Default” shall have the meaning given to that term in Section 6.01.

“Evergreen Letter of Credit” shall have the meaning given to that term in Section 2.02(b)(iii).

“Excess Cash Flow” shall mean, for any period,

(a) the sum of (without duplication):

(i) Consolidated net income (or loss) of the CBII Entities for such period calculated in accordance with GAAP plus

(ii) the aggregate amount of all non-cash charges deducted in arriving at such Consolidated net income (or loss), but excluding non-cash expenses to the extent they represent an accrual or reserve for cash payments in any future period plus

(iii) if there was a net increase in Consolidated Current Liabilities of the CBII Entities during such period, the amount of such net increase plus

(iv) if there was a net decrease in Consolidated Current Assets (excluding cash and Temporary Cash Investments) of the CBII Entities during such period, the amount of such net decrease plus

(v) any Capex Carryover from a prior period permitted to be used for Capital Expenditures during such period to the extent not so used during such period less

(b) the sum of (without duplication):

(i) the aggregate amount of all non-cash credits included in arriving at such Consolidated net income (or loss) (other than non-cash credits that were accrued in the ordinary course of business) plus

(ii) if there was a net decrease in Consolidated Current Liabilities of the CBII Entities during such period, the amount of such net decrease plus

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(iii) if there was a net increase in Consolidated Current Assets (excluding cash and Temporary Cash Investments) of the CBII Entities during such period, the amount of such net increase plus

(iv) the aggregate amount of Capital Expenditures of the CBII Entities paid in cash during such period solely to the extent permitted by this Agreement plus

(v) the aggregate amount of all regularly scheduled principal payments of Funded Debt made during such period plus

(vi) the aggregate principal amount of all optional prepayments of Funded Debt (other than Funded Debt that is revolving in nature and available to be reborrowed) made during such period plus

(vii) the aggregate principal amount of all commitment reductions in the Revolving Loan Facility made during such period plus

(viii) the aggregate principal amount of all mandatory prepayments of the Term Facilities made during such period pursuant to Section 2.06(c) plus

(ix) the Capex Carryover for such period plus

(x) the aggregate amount of Distributions made by the Borrower to CBII in respect of the Borrower’s capital stock to the extent such Distributions are permitted to be made pursuant to Section 5.02(f) hereof.

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

“Exchange Act Person” shall have the meaning given to “Person” in Sections 13(d) and 14(d) of the Exchange Act.

“Existing Credit Agreement” shall have the meaning given to that term in the Recitals to this Agreement.

“Existing Indebtedness” shall mean Indebtedness of each Loan Party and its Subsidiaries outstanding immediately before the occurrence of the Effective Date.

“Existing Indenture” shall mean that certain Indenture agreement dated as of September 28, 2004, between CBII, as issuer, and LaSalle Bank National Association, as trustee, in respect of the Senior Notes (7.5%), as amended, restated, supplemented or modified from time to time to the extent permitted under the Credit Documents.

“Existing Letters of Credit” shall mean the letters of credit described on Schedule II hereto.

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“Exportadora Chile” shall mean Exportadora Chiquita-Enza Chile Limitada, a Chile limitada.

“Extraordinary Receipt” shall mean any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, tax refunds received in connection with or as a result of any settlement or audit that are in excess of $1,000,000 in any fiscal year, pension plan reversions, proceeds of insurance (including, without limitation, any key man life insurance but excluding proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustment received in connection with any purchase agreement.

“Facility” shall mean the Term B Facility, the Term C Facility, the Revolving Loan Facility, the Letter of Credit Sublimit or the Swing Line Sublimit.

“Fair Market Value” shall mean the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy.

“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Wachovia Bank on such day on such transactions as determined by the Administrative Agent.

“Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve System.

“Fee Letter” shall mean the Fee Letter dated May 18, 2005 and entered into by and among Wachovia Capital, Wachovia Investment Holdings, LLC, Wachovia Bank, Morgan Stanley, GSCP and Holdings.

“Financial Covenants” shall mean, collectively, the Borrower Leverage Ratio, the Consolidated Leverage Ratio, the Fixed Charge Coverage Ratio, and the Maximum Capital Expenditures covenants set forth in Sections 5.03(a), (b), (c) and (d), respectively, of this Agreement.

“Financial Statements” shall mean, with respect to any accounting period for any Person, statements of income and cash flows of such Person for such period, and a balance sheet of such Person as of the end of such period setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year all

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prepared in reasonable detail in accordance with GAAP, except that interim Financial Statements will omit footnotes, statement of shareholder’s equity and year-end adjustments.

“Fixed Charge Coverage Ratio” shall mean, as at any date of determination, (a) Borrower EBITDA for the four fiscal quarter period ended as of the close of the most recently ended fiscal quarter, plus (i) net lease expense for such period and (ii) net rent expense for such period, divided by (b) Fixed Charges for the four fiscal quarter period ended as of the close of the most recently ended fiscal quarter.

“Fixed Charges” shall mean, for any period, the sum, for the Borrower Entities (determined on a consolidated basis without duplication in accordance with GAAP), of the following items: (a) Interest Expense net of interest income for such period, plus (b) net lease expense, plus (c) net rent expense, plus (d) Distributions and dividends, or cash advances or any other funds, however characterized, paid by any Borrower Entity to CBII (other than for CBII Overhead Expenses, the Senior Notes (10.56%) Repurchases, and up to $20,000,000 in the aggregate from and after August 5, 2004 of Stock and Warrant Repurchases). Pro forma effect shall be given, in respect of the acquisition of a Person or identifiable business units or operations permitted by this Agreement, to any Indebtedness incurred to finance such acquisition as if owed on the first day of the applicable period during which such acquisition was made.

“Fleet Assets” shall mean ocean going vessels and related equipment and machinery owned by GWF or any of its Subsidiaries.

“Food-Related Businesses” shall mean businesses or operations involving food or food products, including any business related, ancillary or complementary thereto; provided that if in the case of any business acquired or joint venture entered into by any of the CBII Entities after the Effective Date, such business or joint venture is primarily engaged in one or more Food-Related Businesses, then such acquired business or joint venture shall be deemed to be engaged in Food-Related Businesses.

“Fresh Cut Assets” shall mean plant and equipment (a) owned by the Fresh Express Entities as of the Effective Date, (b) used in the Fresh Cut Business, and (c) having an aggregate fair market value as of the Effective Date of not more than $25,000,000.

“Fresh Cut Business” shall mean the sourcing, processing, distribution and sale of fresh cut fruits and vegetables (but excluding packaged, ready-to-eat salads).

“Fresh Express” shall have the meaning given to that term in the Recitals to this Agreement.

“Fresh Express Collateral” shall have the meaning ascribed to the terms “Collateral” or “Pledged Collateral” under the respective Fresh Express Security Documents, and shall include any and all property and assets from time to time subject to or intended to be subject to the Lien created pursuant to the Fresh Express Security Documents.

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“Fresh Express Copyright Security Agreement” shall mean the Copyright Security Agreement executed and delivered by the Fresh Express Entities party thereto, as the same may be amended, restated, supplemented or modified from time to time, and substantially in the form of Exhibit M-2 hereto.

“Fresh Express Entities” shall mean, collectively, each of the Companies, each of their respective Subsidiaries and each Subsidiary of the Borrower that directly or indirectly owns any Equity Securities in any of the Companies or any other Fresh Express Entities.

“Fresh Express Intellectual Property Security Agreements” shall mean, collectively, the Fresh Express Copyright Security Agreement, the Fresh Express Patent Security Agreement, and the Fresh Express Trademark Security Agreement.

“Fresh Express Patent Security Agreement” shall mean the Patent Security Agreement executed and delivered by the Fresh Express Entities party thereto, as the same may be amended, restated, supplemented or modified from time to time, and substantially in the form of Exhibit N-2 hereto.

“Fresh Express Pledge Agreements” shall mean and include the Pledge Agreements executed and delivered by the Fresh Express Pledgors pursuant to Sections 2.14(b), 3.01(a) or 5.01(i), as the case may be, as the same may be amended, restated, supplemented or modified from time to time, substantially in one of the forms attached hereto as Exhibit I-3 and Exhibit I-4.

“Fresh Express Pledged Intercompany Notes” shall have the meaning given to that term in Section 3.01(a)(v).

“Fresh Express Pledged Persons” shall mean and include (a) the Persons listed on Part II of Schedule V, (b) solely to the extent permitted by the terms of the Existing Indenture and the Senior Notes Indenture, any US Fresh Express Entity formed, acquired, or becoming a US Fresh Express Entity after the Effective Date and (c) solely to the extent permitted by the terms of the Existing Indenture and the Senior Notes Indenture, any Non-US Fresh Express Entities formed, acquired, or becoming a Non-US Fresh Express Entity after the Effective Date (provided, however, that notwithstanding anything to the contrary herein, (i) if by virtue of mandatory provisions of the applicable law of the jurisdiction of organization of a Significant Non-US Subsidiary a pledge of the Equity Securities of such Significant Non-US Subsidiary shall be prohibited (and the Administrative Agent shall be reasonably satisfied that there is no alternative manner to structure such pledge) or (ii) if by virtue of a pledge of 100% or less of the non-voting Equity Securities or 65% or less of the voting Equity Securities of a Non-US Fresh Express Entity a Section 956 Issue will result with respect to such Non-US Fresh Express Entity or its direct Non-US parent, then such applicable Non-US Fresh Express Entity shall not be one of the Fresh Express Pledged Persons and no Fresh Express Pledge Agreement shall be executed with respect to the Equity Securities of such Non-US Fresh Express Entity unless and except to the extent that the Equity Securities thereof may be so pledged without such prohibition or without resulting in a Section 956 Issue, as

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applicable; and provided further that if some or all of the Equity Securities of any of the Fresh Express Entities that directly or indirectly owns Equity Securities of such Non-US Fresh Express Entity are not the subject of a Fresh Express Pledge Agreement and may be pledged to the Administrative Agent without such prohibition or without resulting in a Section 956 Issue, as applicable, such Borrower Entity shall become one of the Fresh Express Pledged Persons solely to the extent permitted by the terms of the Existing Indenture and the Senior Notes Indenture).

“Fresh Express Pledgors” shall mean and include Persons executing Fresh Express Pledge Agreements in which they pledge to the Administrative Agent (a) 100% of their Equity Securities in Fresh Express Pledged Persons consisting of the US Fresh Express Entities or (b) 100% of their non-voting Equity Securities and 65% of their voting Equity Securities in Fresh Express Pledged Persons consisting of Non-US Fresh Express Entities.

“Fresh Express Secured Obligations” shall mean any Obligations owing to the Term C Lenders, including, without limitation, any Guarantees thereof by the Fresh Express Subsidiary Guarantors.

“Fresh Express Secured Parties” shall mean, collectively, the Administrative Agent, any Supplemental Collateral Agent and the Term C Lenders.

“Fresh Express Security Agreements” shall mean and include the security agreements executed and delivered by the Fresh Express Entities pursuant to Sections 2.14(b) or 3.01(a), as the case may be, as the same may be amended, restated, supplemented or modified from time to time, substantially in the form of Exhibit L-2 hereto.

“Fresh Express Security Documents” shall mean and include the Mortgages, the Fresh Express Security Agreements, the Fresh Express Pledge Agreements, the Fresh Express Intellectual Property Security Agreements, and all other instruments, agreements and documents (including Uniform Commercial Code financing statements and fixture filings) delivered to the Administrative Agent in connection with any Fresh Express Collateral or to secure any Fresh Express Secured Obligations or any Guarantee of such Obligations (other than the Parent Guarantee Agreement), as the same may be amended, restated, supplemented or modified from time to time.

“Fresh Express Subsidiary Guarantee Agreements” shall mean, collectively, each Guarantee Agreement executed and delivered by any Fresh Express Subsidiary Guarantor pursuant to Section 3.01(a) or Section 5.01(i), as the case may be, and substantially in the form attached hereto as Exhibit K-2 (and, where appropriate, with such changes as the Administrative Agent may reasonably require to give effect to local law requirements in respect of any Non-US Fresh Express Subsidiary Guarantors).

“Fresh Express Subsidiary Guarantors” shall mean and include (a) entities listed on Part II of Schedule III hereto and (b) any US Fresh Express Entity formed, acquired or becoming a US Fresh Express Entity after the Effective Date.

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“Fresh Express Trademark Security Agreement” shall mean the Trademark Security Agreement executed and delivered by the Fresh Express Entities party thereto, as the same may be amended, restated, supplemented or modified from time to time, and substantially in the form of Exhibit O-2 hereto.

“Fresh Express Trademarks” shall have the meaning given to that term in Section 4.01(n).

“Fund” shall mean any Person (other than an individual) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” shall mean all of the following, without duplication, of any Person and its Subsidiaries on a consolidated basis: (a) all indebtedness for borrowed money (including, but not limited to, that evidenced by senior or subordinated debts or notes), (b) the unpaid principal balance of Capital Lease obligations as presented on a balance sheet in accordance with GAAP, (c) the undrawn balance of issued and outstanding letters of credit and the aggregate amount of unreimbursed drawings under letters of credit, (d) the aggregate amount of Synthetic Lease Principal Components or similar arrangements, (e) the principal portion of obligations (i) in respect of the deferred purchase price of property or services (other than trade accounts payable) or (ii) 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, and in either case entered into in the ordinary course of business and not exceeding 90 days (180 days for up to $12,000,000 in the aggregate outstanding at any one time for seasonal arrangements)), (f) preferred stock or other Equity Securities providing for mandatory redemptions, sinking fund or like payments prior to the stated Termination Date of the Term C Facility, (g) Funded Debt of any partnership or joint venture (other than a partnership or joint venture that is itself a corporation, limited liability company, or such other entity providing equivalent protection from pass through liability, or such Funded Debt is expressly made non-recourse to such Person), (h) obligations owing in connection with any on or off balance sheet financing of receivables (whether or not reflected on a balance sheet of such Person and its Subsidiaries prepared in accordance with GAAP) involving any CBII Entity and (i) Guarantees by the specified Person or its Subsidiaries of the kind of Indebtedness described in (a) through (h) above, other than in respect of Guarantees provided by financial institutions to Guarantee the payment of Governmental Charges or other regulatory obligations in the normal course of business. Additionally, the term “Funded Debt” includes all Funded Debt of others secured by a Lien on any asset of the specified Person (whether or not such Funded Debt is assumed by the specified Person) (the amount of such Funded Debt as of any date being deemed to be the lesser of the value of such property or assets as of such date or the principal amount of such Funded Debt of such other Person) and, to the extent not otherwise included, the Guarantee by such Person of any Funded Debt of any other Person; but the term “Funded Debt” excludes, provided no Default exists or is continuing, bonds in respect of workers’ compensation.

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“GAAP” shall mean generally accepted accounting principles in the US as in effect from time to time (including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession) consistently applied.

“German Share Pledge Agreement” shall mean the Chiquita Pledge Agreement duly executed by “Hameico” Fruit Trade GmbH acting as pledgor with respect to the pledge of shares in Atlanta AG in favor of the Chiquita Secured Parties.

“Governmental Authority” shall mean any US or Non-US national, state or local government, any political subdivision thereof, any department, agency, authority or bureau of any of the foregoing, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Comptroller of the Currency, any central bank or any comparable authority.

“Governmental Authorization” shall mean any permit, license, registration, approval, finding of suitability, authorization, plan, directive, order, consent, exemption, waiver, consent order or consent decree of or from, or notice to, action by or filing with, any Governmental Authority.

“Governmental Charges” shall mean, with respect to any Person, all levies, assessments, licenses, fees, duties, claims or other charges imposed by any Governmental Authority upon such Person or any of its property or otherwise payable by such Person.

“Governmental Rule” shall mean any law, rule, regulation, ordinance, order, code, interpretation, judgment, decree, directive, guidelines, policy or similar form of decision of any Governmental Authority.

“GSCP” shall have the meaning given to that term in the introductory paragraph hereof.

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

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lesser of the stated or determinable amount of the primary obligation or the maximum liability of such Guarantee in respect thereof. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantee Agreements” shall mean, collectively, the Parent Guarantee Agreement, each Chiquita Subsidiary Guarantee Agreement and each Fresh Express Subsidiary Guarantee Agreement.

“Guarantors” shall mean, collectively, the Parent Guarantor, the Chiquita Subsidiary Guarantors and the Fresh Express Subsidiary Guarantors.

“Guatemalan Subsidiaries” shall mean and include Banacorp S.A., and Compania Bananera Guatemalteca Independiente, SA.

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

“Hazardous Materials” shall mean all pollutants, contaminants and other materials, substances and wastes which are hazardous, toxic, caustic, harmful or dangerous to human health or the environment, including petroleum and petroleum products and byproducts, radioactive materials, asbestos, polychlorinated biphenyls and all materials, substances and wastes which are classified or regulated as “hazardous,” “toxic” or similar descriptions under any Environmental Law.

“Hedging Obligations” shall mean, with respect to any Person, the obligations of such Person under (a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (b) other agreements or arrangements based on or with reference to fluctuations in interest rates, currency exchange rates or specific financial and other similar risks (including commodity risks).

“Holdings” shall have the meaning given to that term in the introductory paragraph hereof.

“Honor Date” shall have the meaning given to that term in Section 2.02(c)(i).

“ICC” shall have the meaning given to that term in Section 2.02(h).

“Increased Revolving Loan Commitment” shall have the meaning given to that term in Section 2.16(a)(ii).

“Indebtedness” shall mean, with respect to any specified Person, any indebtedness of such Person, contingent or otherwise, in respect of Funded Debt.

“Indemnitees” shall have the meaning given to that term in Section 8.03.

“Initial Lenders” shall have the meaning given to that term in the introductory paragraph hereof.

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“Intellectual Property Security Agreements” shall mean, collectively, the Chiquita Intellectual Property Security Agreements and the Fresh Express Intellectual Property Security Agreements.

“Interest Expense” shall mean, for any period, interest expense for a Person and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP).

“Interest Period” shall mean, with respect to any LIBOR Loan, the time periods selected by the Borrower pursuant to Section 2.01(d) or Section 2.01(f) which commence on the first day of such Loan or the effective date of any conversion and end on the last day of such time period, and thereafter, each subsequent time period selected by the Borrower pursuant to Section 2.01(g) which commences at the end of the last day of the immediately preceding time period and ends on the last day of that time period.

“Investment” shall mean, with respect to any Person, all investments by such Person in other Persons that are not wholly owned Subsidiaries (including Affiliates) in the form of direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions and purchases or other acquisitions for consideration of Indebtedness, Equity Securities or other securities (including Equity Securities or other securities of CBII).

“IP” shall mean all property and assets of the nature covered by the Chiquita Intellectual Property Security Agreements and the Fresh Express Intellectual Property Security Agreements.

“IRB Accounts” shall mean, collectively, (i) the Fresh Advantage IRB Account referred to in Section 3.01(i)(i) and (ii) the K.C. Salad IRB Account referred to in Section 3.01(i)(ii).

“IRB Properties” shall mean each of the parcels of real property subject to the Taxable Variable Rate Demand Bonds financing and the Multi-Modal Industrial Development Revenue Bonds financing in Clay County.

“IRC” shall mean the Internal Revenue Code of 1986, as amended.

“Joinder Agreement” shall have the meaning given to that term in Section 5.01(i).

“Key Assets” shall mean all or a material portion of the Principal Trademarks.

“Landec” shall mean Landec Corporation, a California corporation.

“Latin American Subsidiaries” shall mean and include direct or indirect Subsidiaries of the Borrower which are organized in any of the following jurisdictions: Bahamas, British Virgin Islands, Cayman Islands, Chile, Colombia, Costa Rica, Cuba, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, and Venezuela.

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“L/C Advance” shall mean, with respect to each Revolving Lender, such Revolving Lender’s participation in any L/C Borrowing in accordance with its Revolving Proportionate Share.

“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Loan Borrowing.

“L/C Credit Extension” shall mean, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” shall mean (i) in respect of any Existing Letters of Credit, Wells Fargo, and (ii) otherwise, Wachovia Bank in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” shall mean, as at any date of determination, the aggregate undrawn face amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts (including any Non-US Currency Unreimbursed Amounts), including all L/C Borrowings.

“Lender Obligations” shall have the meaning given to that term in Section 2.14(c).

“Lender Rate Contract Obligations” shall mean all liabilities and obligations, however arising, owed by a Loan Party to any Lender or any Affiliate of a Lender of every kind and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant to the terms of any Lender Rate Contracts.

“Lender Rate Contracts” shall mean one or more Rate Contracts (whether or not in respect to the Indebtedness evidenced by this Agreement) between one or more of the Loan Parties and one or more of the Lenders or a Lender’s Affiliate on terms agreed to between such Loan Party and any such Lender or Lender’s Affiliate; provided, however, that if a Lender ceases to be a Lender, Lender Rate Contracts shall not include Rate Contracts between any Loan Party and such former Lender or any Affiliate of such former Lender. Each Lender Rate Contract shall be secured by the Liens created by the Chiquita Security Documents to the extent set forth in Section 2.14(a).

“Lenders” shall mean the Initial Lenders and each Person that shall become a Lender hereunder pursuant to Section 8.05 for as long as such Initial Lender or Person, as the case may be, shall be a party to this Agreement.

“Letter of Credit” shall mean any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” shall mean an application and agreement for the issuance or amendment of a letter of credit in the form from time to time in use by the applicable L/C Issuer.

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“Letter of Credit Expiration Date” shall mean the day that is 30 days prior to the Revolving Loan Maturity Date (or, if such day is not a Business Day, the preceding Business Day).

“Letter of Credit Sublimit” shall mean an amount equal to the lesser of the Revolving Loan Facility and $50,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Loan Facility.

“LIBOR Loan” shall mean, at any time, a Loan which then bears interest as provided in clause (ii) of Section 2.01(e).

“LIBOR Rate” shall mean, with respect to any Interest Period for the LIBOR Loans in any Borrowing consisting of LIBOR Loans, a rate per annum equal to the quotient (rounded upward if necessary to the nearest 1/16 of 1%) of (a) the rate per annum appearing on the Telerate Page 3750 (or such other display screen as may replace Page 3750 on Telerate Access Service or any successor publication) on the second Business Day prior to the first day of such Interest Period at or about 11:00 a.m. (London time) (or as soon thereafter as practicable) (for delivery on the first day of such Interest Period) for a term comparable to such Interest Period and in an amount approximately equal to the amount of the Loan to be made or funded by the Administrative Agent, on behalf of the Lenders, as part of such Borrowing, divided by (b) one minus the Reserve Requirement for such Loans in effect from time to time. If for any reason rates are not available as provided in clause (a) of the preceding sentence, the rate to be used in clause (a) shall be (in each case, rounded upward if necessary to the nearest 1/16 of 1%), (i) the rate per annum at which Dollar deposits are offered to Wachovia Bank in the London interbank eurodollar currency market or (ii) the rate at which Dollar deposits are offered to Wachovia Bank in, or by Wachovia Bank to major banks in, any offshore interbank eurodollar market selected by Wachovia Bank, in each case on the second Business Day prior to the commencement of such Interest Period at or about 11:00 a.m. (for delivery on the first day of such Interest Period) for a term comparable to such Interest Period and in an amount approximately equal to the amount of the Loan to be made or funded by the Administrative Agent, on behalf of the Lenders, as part of such Borrowing. The LIBOR Rate shall be adjusted automatically as to all LIBOR Loans then outstanding as of the effective date of any change in the Reserve Requirement.

“Lien” shall mean any mortgage, deed of trust, trust deed, deed to secure debt, lien, pledge, security interest, conditional sale or other title retention agreement, charge or other security interest or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof; any option or other agreement to sell or give a security interest therein, and any authorized filing of, or agreement to file, any effective financing statement under the Uniform Commercial Code (or equivalent statutes of any jurisdiction).

“Loan” shall mean a Revolving Loan, a Swing Line Loan, a Term B Loan or a Term C Loan.

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“Loan Account” shall have the meaning given to that term in Section 2.08(a).

“Loan Parties” shall mean and include the CBII Entities that execute or are required to execute this Agreement, a Security Agreement, a Pledge Agreement, any Intellectual Property Security Agreement, a Guarantee Agreement, any Mortgage, or any other Credit Document. For avoidance of doubt, the term “Loan Parties” does not include Pledged Persons that execute acknowledgments to the Pledge Agreements.

“Margin Stock” shall have the meaning given to that term in Regulation U issued by the Federal Reserve Board.

“Material Adverse Change” shall mean (a) a change in the business, operations, assets, liabilities or condition (financial or otherwise) of the CBII Entities, taken as a whole, or the Collateral, which in either case would materially and adversely affect the ability of the CBII 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 Administrative Agent or any Lender thereunder.

“Material Adverse Effect” shall mean (a) an effect on the business, operations, assets, liabilities or condition (financial or otherwise) of the CBII Entities, taken as a whole, or the Collateral, which in either case would materially and adversely affect the ability of the CBII 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 Administrative Agent or any Lender thereunder.

“Material Documents” shall mean the articles of incorporation, certificate of incorporation, by-laws, limited liability company operating agreement, and other organizational documents of the Significant Parties.

“Maturity” or “maturity” shall mean, with respect to any Loan, interest, fee or other amount payable by the Borrower under this Agreement or the other Credit Documents, the date such Loan, interest, fee or other amount becomes due, whether upon the stated maturity or due date, upon acceleration or otherwise.

“Morgan Stanley” shall have the meaning given to that term in the introductory paragraph hereof.

“Mortgage Policies” shall have the meaning given to that term in Section 3.01(h)(ii).

“Mortgages” shall mean, collectively, (i) deeds of trust, trust deeds, deeds to secure debt and mortgages, in substantially the form of Exhibit Q-1 hereto (with such changes as may be satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the Properties (together with the Assignments of Leases and Rents referred to therein, in each case as amended, restated, supplemented or modified from time to time), and (ii) the Clayton County Leasehold Mortgage.

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“Multiemployer Plan” shall mean any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate.

“Multi-Modal Industrial Development Revenue Bonds” shall mean The Industrial Development Authority of the County of Clay Tax-Exempt Multi-Modal Industrial Development Revenue Bonds (K.C. Salad Real Estate, L.L.C. Project) Series 1999, due June 1, 2020, issued pursuant to the Multi-Modal Industrial Revenue Bonds Indenture.

“Multi-Modal Industrial Development Revenue Bonds Indenture” shall mean the Trust Indenture dated as of November 1, 1999, between The Industrial Development Authority of The County of Clay and State Street Bank and Trust Company of Missouri, N.A., as Trustee, as amended, restated, supplemented or modified from time to time.

“Mundimar” shall mean Mundimar S.A., a Costa Rica company.

“Net Cash Proceeds” shall mean:

(a) with respect to any asset sale, the aggregate cash proceeds, Temporary Cash Investments and other cash equivalents received by any of the CBII Entities (including, without limitation, any cash, Temporary Cash Investments and other cash equivalents received upon the sale or other disposition of any non-cash consideration received in any asset sale), net of the direct costs relating to such asset sale, including, without limitation, legal, accounting and investment banking fees, severance and similar obligations, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions, any tax sharing arrangements and amounts used to repay Indebtedness (other than Indebtedness under the Credit Documents) secured by a Lien on the asset or assets that were the subject of such asset sale and appropriate amounts to be provided by any CBII Entity as a reserve against any liabilities associated with such asset sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to Environmental Laws and liabilities under any indemnification obligations associated with such asset sale, all as determined in conformity with GAAP;

(b) with respect to the incurrence or issuance of any Indebtedness, the excess of (i) the sum of the cash, Temporary Cash Investments and other cash equivalents received in connection with such incurrence or issuance over (ii) the underwriting discounts and commissions or other similar payments, and other out-of-pocket costs, fees, commissions, premiums and expenses incurred in connection with such incurrence or issuance to the extent such amounts were not deducted in determining the amount referred to in clause (i);

(c) with respect to any issuance or sale of Equity Securities, the proceeds of such issuance or sale in the form of cash, Temporary Cash Investments and other cash equivalents, including payments in respect of deferred

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payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash, Temporary Cash Investments or other cash equivalents and proceeds from the conversion of other property received when converted to cash, Temporary Cash Investments or other cash equivalents, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof; and

(d) with respect to any Extraordinary Receipts that are not otherwise included in clause (a), (b) or (c) above, the sum of the cash, Temporary Cash Investments and other cash equivalents received in connection therewith, net of any Indebtedness (other than Indebtedness under the Credit Documents) secured by a Lien on the affected asset that is required to be prepaid with such Extraordinary Receipts and net of the direct costs relating to the event in respect of which the Extraordinary Receipts are received.

“Net Income” shall mean with respect to any fiscal period, the net income of a Person determined in accordance with GAAP.

“New York Non-US Currency Exchange Market” shall mean the interbank foreign exchange market where foreign currencies are bought and sold in New York City by financial institutions and brokers.

“Non-Consenting Lender” shall have the meaning given to that term in Section 8.04(a).

“Nonrenewal Notice Date” shall have the meaning given to that term in Section 2.02(b)(iii).

“Non-US” shall mean a jurisdiction other than and outside the US.

“Non-US Currency” shall mean, with respect to a Non-US Currency Letter of Credit or any reimbursement made or to be made with respect to such Non-US Currency Letter of Credit, the currency applicable to that Non-US Currency Letter of Credit.

“Non-US Currency Business Day” shall mean any Business Day on which dealings in deposits in the applicable Non-US Currency are conducted by and among banks in the Designated Non-US Currency Market.

“Non-US Currency Equivalent” shall mean, as of any date of determination, the equivalent amount in Dollars of a Non-US Currency Letter of Credit using the currency exchange rate for such date for the applicable currency in the New York Non-US Currency Exchange Market in trading among banks in amounts of $50,000 or more, set at 11:00 A.M. London Time two Non-US Currency Business Days prior to the date of determination, or, if not so set for such date, as otherwise reasonably determined by the Administrative Agent.

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“Non-US Currency Letter of Credit” shall mean a Letter of Credit issued or to be issued in (a) British pounds sterling, (b) Australian dollars, (c) euros or (d) such other currency (other than Dollars) as may be acceptable to all of the Revolving Lenders in their sole and absolute discretion.

“Non-US Currency Letter of Credit Sublimit” shall mean an amount equal to 50% of the Letter of Credit Sublimit as in effect from time to time. The Non-US Currency Letter of Credit Sublimit is part of, and not in addition to, the Letter of Credit Sublimit; and in Administrative Agent’s sole and absolute discretion, such Non-US Currency Letter of Credit Sublimit can be increased above the limit (but in no event above the Letter of Credit Sublimit), or decreased back down to the limit set forth in the preceding sentence.

“Non-US Currency Market” shall mean a regular established market located outside the US by and among banks for the solicitation, offer and acceptance of Non-US Currency deposits in such banks.

“Non-US Currency Unreimbursed Amount” shall have the meaning given in Section 2.02(c)(i).

“Non-US Fresh Express Entity” shall mean and include any Fresh Express Entity, other than a US Fresh Express Entity.

“Non-US Plan” shall mean any employee benefit plan maintained or contributed to by any Significant Party which is mandated or governed by any Governmental Rule of any Governmental Authority other than the US or any Governmental Authority or political subdivision thereof.

“Non-US Subsidiaries” shall mean and include direct or indirect Subsidiaries of the Borrower which are organized in a jurisdiction other than the US or any state thereof.

“Note” shall mean a Term B Note, a Term C Note, a Revolving Loan Note or a Swing Line Note.

“Notice of Borrowing” shall mean a Notice of Borrowing pursuant to and as defined in Section 2.01(d) or a Notice of Swing Line Borrowing.

“Notice of Conversion” shall have the meaning given to that term in Section 2.01(f).

“Notice of Interest Period Selection” shall have the meaning given to that term in Section 2.01(e).

“Notice of Swing Line Borrowing” shall mean a notice of a Swing Line Borrowing pursuant to Section 2.03(b), which, if in writing, shall be substantially in the form of Exhibit D hereto.

“Notification” shall have the meaning given to that term in Section 8.01(b).

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“Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Borrower to any Secured Party of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant to the terms of this Agreement or any of the other Credit Documents, including without limitation all interest (including interest that accrues after the commencement of any bankruptcy or other insolvency proceeding by or against the Borrower), fees, charges, expenses, attorneys’ fees and accountants’ fees chargeable to and payable by the Borrower hereunder and thereunder; but excluding Lender Rate Contracts, and Guarantees provided by financial institutions to Guarantee the payment of Governmental Charges or other regulatory obligations in the normal course of business.

“Officer” shall mean, with respect to CBII or the Borrower, (a) the Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, or the Treasurer or (b) any Assistant Treasurer, or the Secretary or any Assistant Secretary. Any document delivered hereunder that is signed by an Officer of CBII or the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership, limited liability company, and/or other action on the part of CBII or the Borrower and such Officer shall be conclusively presumed to have acted on behalf of CBII or the Borrower as the case may be.

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

“Other Taxes” shall have the meaning given to that term in Section 2.12(b).

“Owned Properties” shall have the meaning given to that term in Section 4.01(z).

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

“Parallel Obligations” shall have the meaning given to the term in Section 2.14(c).

“Parallel Security” shall have the meaning given to the term in Section 2.14(c).

“Parent Guarantee Agreement” shall mean the Guarantee Agreement executed and delivered by CBII pursuant to Section 3.01(a), substantially in the form of Exhibit J hereto.

“Parent Guarantor” shall mean CBII.

“Participants” shall have the meaning given to that term in Section 8.05(b).

“Participation Seller” shall have the meaning given to that term in Section 8.15(a).

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“Patent Security Agreements” shall mean, collectively, the Chiquita Patent Security Agreement and the Fresh Express Patent Security Agreement.

“PBGC” shall mean the Pension Benefit Guaranty Corporation.

“Pension Plan” shall mean any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Significant Party or any ERISA Affiliate or to which any Significant Party or any ERISA Affiliate contributes or has an obligation to contribute, or solely in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years.

“Permitted Acquisition” shall have the meaning given to that term in Section 5.02(d)(ii).

“Permitted Asset Disposition” shall mean any asset disposition permitted under Section 5.02(c).

“Permitted Indebtedness” shall include all Indebtedness that is permitted to be created, incurred, assumed, or to exist in accordance with Section 5.02(a).

“Permitted Joint Venture” shall mean the Persons listed on Schedule IV as well as any Person (a) 50% or less of whose Equity Securities are owned directly or indirectly by a Borrower Entity, (b) that if allowed to make Distributions, dividends, and loans to Equity Security holders, the Borrower Entity that holds the Equity Securities in such Person is entitled to receive Distributions, dividends, and loans at least equal to a pro rata proportion of such Borrower Entity’s Equity Securities in such Person and (c) for which no Borrower Entity has liability, primarily, secondarily, or otherwise, for the Funded Debt or other obligations of such Person.

“Permitted Liens” shall mean Liens that fall within any one of the following categories (whether or not such Liens could fall within one or more other categories, and if a Lien could qualify for more than one of the following categories, the Borrower may designate which category the Lien qualifies for without such Lien counting against other categories):

(a) any Liens on assets existing on the Effective Date and listed in Schedule 5.02(b), except that any unlisted immaterial Liens shall also constitute Permitted Liens for purposes of this clause (a) but only to the extent that (i) the aggregate amount of the obligations secured by such Liens does not exceed $1,000,000 and (ii) the assets encumbered by such Liens are owned solely by Non-US Subsidiaries of the Borrower;

(b) Liens on assets acquired after the Effective Date that were existing at the time of the acquisition of such asset by a Borrower Entity; provided that (i) such Liens were in existence prior to the contemplation of such acquisition and do not extend to any other assets, (ii) the aggregate amount of all Indebtedness

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secured by Liens on assets of the Borrower Entities (other than the Fresh Express Entities) pursuant to this clause (b) and clauses (c), (d) and (w) of this definition shall not exceed $25,000,000 in any fiscal year of the Borrower (it being understood that any such Indebtedness secured by Liens not incurred in any fiscal year of the Borrower may be incurred in the succeeding fiscal years of the Borrower), and (iii) the aggregate amount of all Indebtedness secured by Liens on assets of the Fresh Express Entities pursuant to this clause (b) and clauses (c), (d) and (w) of this definition shall not exceed $25,000,000 outstanding at any time;

(c) Liens on assets to secure the purchase price of such assets to be acquired, which Liens cover only the assets acquired with such Indebtedness, and Liens on assets to secure Capital Lease obligations which Liens cover only the assets so acquired by Capital Lease (or any extensions, renewals or replacements of any such Liens for the same or a lesser amount); provided that (i) the aggregate amount of all Indebtedness secured by Liens on assets of the Borrower Entities (other than the Fresh Express Entities) pursuant to this clause (c) and clauses (b), (d) and (w) of this definition shall not exceed $25,000,000 in any fiscal year of the Borrower (it being understood that any such Indebtedness secured by Liens not incurred in any fiscal year of the Borrower may be incurred in the succeeding fiscal years of the Borrower), and (ii) the aggregate amount of all Indebtedness secured by Liens on assets of the Fresh Express Entities pursuant to this clause (c) and clauses (b), (d) and (w) of this definition shall not exceed $25,000,000 outstanding at any time;

(d) Liens on an entity or its assets existing at the time the entity becomes a Subsidiary or is merged with any Borrower Entity, or assumed in connection with the acquisition of its assets; provided that (i) such Liens were in existence prior to the contemplation of such acquisition or merger and do not extend to any assets other than those of the Person that becomes a Subsidiary or is merged with any Borrower Entity, (ii) the aggregate amount of all Indebtedness secured by Liens on assets of the Borrower Entities (other than the Fresh Express Entities) pursuant to this clause (d) and clauses (b), (c) and (w) of this definition shall not exceed $25,000,000 in any fiscal year of the Borrower (it being understood that any such Indebtedness secured by Liens not incurred in any fiscal year of the Borrower may be incurred in the succeeding fiscal years of the Borrower), and (iii) the aggregate amount of all Indebtedness secured by Liens on assets of the Fresh Express Entities pursuant to this clause (d) and clauses (b), (c) and (w) of this definition shall not exceed $25,000,000 outstanding at any time;

(e) statutory Liens of landlords and carriers, warehousemen, mechanics, materialmen, repairmen or other like Liens (i) arising in the ordinary course of business and (ii) for amounts not overdue for more than 90 days or being contested in good faith by appropriate proceedings;

(f) judgment Liens and other similar Liens arising in the ordinary course of business; provided that (i) the enforcement of the Liens is stayed, (ii) the claims secured by the Liens are being actively contested, in good faith and by appropriate proceedings and (iii) the judgment would not otherwise constitute a Default;

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

(h) Liens on property of a Non-US Subsidiary to secure Indebtedness of that Non-US Subsidiary that is otherwise permitted under the terms hereof;

(i) Liens on Non-US bank accounts in accordance with customary banking practice;

(j) easements, rights of way, restrictions and other similar encumbrances on title to real property to the extent they are incurred in the ordinary course of business of any Borrower Entity;

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

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

(m) Liens granted on assets of any Borrower Entity created in favor of Lenders or Administrative Agent pursuant to the Security Documents;

(n) Liens on the assets of any of GWF or its Subsidiaries securing Indebtedness in an aggregate amount not to exceed $90,000,000;

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

(p) Liens to secure Hedging Obligations incurred in the ordinary course of business for the purpose of fixing or hedging interest rate risk, Non-US currency risk or financial and other similar risks (including commodity risks); provided that with respect to Hedging Obligations with respect to Indebtedness such Liens do not extend to property or assets other than the property or assets securing such Indebtedness;

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

(r) leases, subleases or licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of any Borrower Entity;

(s) Liens arising from the filing of Uniform Commercial Code financing statements regarding leases;

(t) Liens from any Borrower Entity (other than any Fresh Express Entity) in favor of any other Borrower Entity and Liens from any Fresh Express Entity in favor of any other Fresh Express Entity;

(u) Liens on receivables assets of any Non-US Subsidiary securing receivables obligations of any Non-US Subsidiary;

(v) Liens securing Indebtedness which is incurred to refinance secured Indebtedness outstanding on the Effective Date and refinancings thereof; provided that the amount of such Indebtedness is not increased and such Liens do not extend to or cover any property or assets of any Borrower Entity other than the property or assets securing the Indebtedness being refinanced;

(w) additional Liens to secure Indebtedness provided that (i) the aggregate amount of all Indebtedness secured by Liens on assets of the Borrower Entities (other than the Fresh Express Entities) pursuant to this clause (w) and clauses (b), (c) and (d) of this definition shall not exceed $25,000,000 in any fiscal year of the Borrower (it being understood that any such Indebtedness secured by Liens not incurred in any fiscal year of the Borrower may be incurred in the succeeding fiscal years of the Borrower), (ii) the aggregate amount of all Indebtedness secured by Liens on assets of the Fresh Express Entities pursuant to this clause (w) and clauses (b), (c) and (d) of this definition shall not exceed $25,000,000 outstanding at any time, (iii) the assets covered by any additional Liens permitted to be incurred pursuant to this clause (w) shall not include any Equity Securities of any Pledged Persons and (iv) to the extent any additional Liens permitted to be incurred pursuant to this clause (w) shall cover any Collateral, such additional Liens shall be expressly subject and subordinate to the Liens on such Collateral granted for the benefit of the applicable Secured Parties;

(x) statutory Liens of vendors of perishable agricultural commodities or the like (a) arising pursuant to the provisions of PACA, (b) arising in the ordinary course of business and (c) for amounts not overdue for more than 90 days or being contested in good faith by appropriate proceedings;

(y) Liens securing intercompany obligations (i) of any of the Borrower’s direct or indirect Non-US Subsidiaries (other than any Fresh Express Entities) to the Borrower or CBII, (ii) of any Non-US Fresh Express Entity to a US Fresh

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Express Entity, (iii) between or among any of the Borrower’s direct or indirect Non-US Subsidiaries (other than any Fresh Express Entities) and (iv) between or among any Non-US Fresh Express Entities;

(z) Permitted Encumbrances (as defined in each Mortgage);

(aa) purchase money Liens upon Container Assets acquired by any of the CBII Entities (other than any Fresh Express Entity) in the ordinary course of business to secure the purchase price of such Container Assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such Container Assets to be subject to such Liens, or extensions, renewals or replacements of any of the foregoing; provided, however, that no such Lien shall extend to or cover any property other than the Container Assets being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and

(bb) purchase money Liens upon Fleet Assets acquired by GWF or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such Fleet Assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such Fleet Assets to be subject to such Liens, or extensions, renewals or replacements of any of the foregoing; provided, however, that no such Lien shall extend to or cover any property other than the Fleet Assets being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced.

“Permitted Sales” shall have the meaning given to that term in Section 2.06(c)(ii).

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

“Platform” shall have the meaning given to that term in Section 8.01(b).

“Pledge Agreements” shall mean, collectively, the Chiquita Pledge Agreements and the Fresh Express Pledge Agreements.

“Pledged Equity Securities” shall have the meaning given to that term in Section 3.01(a)(vi).

“Pledged Intercompany Notes” shall mean, collectively, the Chiquita Pledged Intercompany Notes and the Fresh Express Pledged Intercompany Notes.

“Pledged Persons” shall mean, collectively, the Chiquita Pledged Persons and the Fresh Express Pledged Persons.

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“Pledgors” shall mean, collectively, the Chiquita Pledgors and the Fresh Express Pledgors.

“Post Effective Date Requirements Letter Agreement” shall have the meaning given to that term in the definition of Effective Date.

“Pre-Commitment Information” shall have the meaning given to that term in the Commitment Letter.

“Principal Trademarks” shall mean those trademarks listed on Schedule 5.01(g) hereto, which may be updated hereafter upon the agreement of the Borrower and the Administrative Agent.

“Pro Forma Compliance” shall mean:

(a) with respect to the Borrower Leverage Ratio, on any date of determination, the Borrower would have been in compliance with the Borrower Leverage Ratio covenant set forth in Section 5.03(a) of this Agreement as at the end of the four-quarter period ending on the day that is the close of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) ending prior to such determination date if the Borrower Funded Debt outstanding on such date of determination (after giving effect to any Funded Debt and use of proceeds from the Funded Debt to be incurred for the event requiring such measurement or on such date of determination) were outstanding on the last day of such most recent fiscal quarter;

(b) with respect to the Consolidated Leverage Ratio, on any date of determination, the Borrower would have been in compliance with the Consolidated Leverage Ratio covenant set forth in Section 5.03(b) of this Agreement as at the end of the four-quarter period ending on the day that is the close of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) ending prior to such determination date if the Consolidated Funded Debt outstanding on such date of determination (after giving effect to any Funded Debt and use of proceeds from the Funded Debt to be incurred for the event requiring such measurement or on such date of determination) were outstanding on the last day of such most recent fiscal quarter; and

(c) with respect to the Fixed Charge Coverage Ratio, on any date of determination, the Borrower would have been in compliance with the Fixed Charge Coverage Ratio covenant set forth in Section 5.03(c) of this Agreement as at the end of the four-quarter period ending on the day that is the close of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) ending prior to such determination date if all asset dispositions, acquisitions, and Distributions in accordance with Sections 5.02(c), (d) and (f), respectively, of this Agreement (after giving effect to any such asset dispositions, acquisitions, and Distributions to occur for the event requiring such measurement or on such date of determination) occurred on the first day of such most recently completed four quarter period.

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“Projections” shall have the meaning given to that term in the Commitment Letter.

“Properties” shall mean, collectively, the Owned Properties and the property subject to the Clayton County Lease.

“Proposed Change” shall have the meaning given to that term in Section 8.04(a).

“Rate Contract “ shall mean any agreement with respect to Hedging Obligations, including any swap, cap, collar, hedge, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Reduction Notice” shall have the meaning given to that term in Section 2.04(a).

“Register” shall have the meaning given to that term in Section 8.05(d).

“Related Documents” shall mean the Stock Purchase Agreement and the Senior Notes Documents.

“Relevant Event” shall have the meaning given to that term in Section 2.06(c)(iii).

“Relevant Sale” shall have the meaning given to that term in Section 2.06(c)(ii).

“Reportable Event” shall have the meaning given to that term in Title IV of ERISA and applicable regulations thereunder for which notice thereof has not been waived pursuant to applicable regulations.

“Required Lenders” shall mean, at any time, Lenders owed or holding at least a majority in interest of the sum of (a) so long as the Revolving Loan Commitments have not been terminated, the aggregate Revolving Loan Commitments at such time or, if the Revolving Loan Commitments have been terminated, the aggregate Effective Amount (based on each such Lender’s Revolving Proportionate Share thereof) of all Revolving Loans, L/C Obligations and Swing Line Loans outstanding at such time and (b) the aggregate principal amount of the Term B Loans and the Term C Loans outstanding at such time, except that, at any time any Lender is a Defaulting Lender, all such Defaulting Lenders shall be excluded in determining “Required Lenders.”

“Required Revolving Lenders” shall mean, at any time, the Revolving Lenders whose Revolving Proportionate Shares then exceed 50%, except that, at any time any Revolving Lender is a Defaulting Lender, all Defaulting Lenders shall be excluded in determining “Required Revolving Lenders,” and, in such case, “Required Revolving Lenders” shall mean non-Defaulting Lenders having total Revolving Proportionate Shares exceeding 50% of the total Revolving Proportionate Shares of all non-Defaulting Lenders.

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“Required Term B Lenders” shall mean, at any time, Lenders owed or holding at least a majority in interest of the aggregate principal amount of the Term B Loans outstanding at such time, except that, at any time any Term B Lender is a Defaulting Lender, all Defaulting Lenders shall be excluded in determining “Required Term B Lenders.”

“Required Term C Lenders” shall mean, at any time, Lenders owed or holding at least a majority in interest of the aggregate principal amount of the Term C Loans outstanding at such time, except that, at any time any Term C Lender is a Defaulting Lender, all Defaulting Lenders shall be excluded in determining “Required Term C Lenders.”

“Required Tier A Lenders” shall mean, at any time, Lenders owed or holding at least a majority in interest of the sum of (a) so long as the Revolving Loan Commitments have not been terminated, the aggregate Revolving Loan Commitments at such time or, if the Revolving Loan Commitments have been terminated, the aggregate Effective Amount (based on each such Lender’s Revolving Proportionate Share thereof) of all Revolving Loans, L/C Obligations and Swing Line Loans outstanding at such time, and (b) the aggregate principal amount of the Term B Loans outstanding at such time, except that, at any time any Lender is a Defaulting Lender, all Defaulting Lenders shall be excluded in determining “Required Tier A Lenders.”

“Requirement of Law” applicable to any Person shall mean (a) the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, (b) any Governmental Rule applicable to such Person, (c) any license, permit, approval or other authorization granted by any Governmental Authority to or for the benefit of such Person or (d) any judgment, decision or determination of any Governmental Authority or arbitrator, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserve Requirement” shall mean, with respect to any day in an Interest Period for a LIBOR Loan, the aggregate of the maximum of the reserve requirement rates (expressed as a decimal) in effect on such day for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of the Federal Reserve System. As used herein, the term “reserve requirement” shall include, without limitation, any basic, supplemental or emergency reserve requirements imposed on any Lender by any Governmental Authority.

“Revolving Lender” shall mean any Lender that has a Revolving Loan Commitment.

“Revolving Loan” shall have the meaning given to that term in Section 2.01(c).

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“Revolving Loan Borrowing” shall mean a borrowing by the Borrower consisting of the Revolving Loans made by each of the Revolving Lenders on the same date and of the same Type pursuant to a single Notice of Borrowing.

“Revolving Loan Commitment” shall mean, with respect to any Revolving Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving Loan Commitment” or, if such Lender has entered into one or more Assignment Agreements, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.05(d) as such Lender’s “Revolving Loan Commitment,” as such amount may be reduced at or prior to such time pursuant to Section 2.04 or increased pursuant to Section 2.16. For all purposes of this Agreement, the Revolving Loan Commitments shall be deemed to have been “terminated” on the Revolving Loan Maturity Date or if the Revolving Loan Commitments are otherwise reduced to zero or terminated.

“Revolving Loan Facility” shall mean, at any time, the aggregate amount of the Revolving Lenders’ Revolving Loan Commitments at such time.

“Revolving Loan Maturity Date” shall mean June 28, 2010.

“Revolving Loan Note” shall mean a promissory note of the Borrower payable to the order of any Revolving Lender, in substantially the form of Exhibit E-1 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Revolving Loans and L/C Advances made by such Lender.

“Revolving Loan Pricing Grid” shall mean:

Revolving Loan Pricing Grid

(rates are expressed in basis points (bps) per annum)

Tier	Consolidated Leverage Ratio	Applicable Margin for LIBOR Loans under the Revolving Loan Facility (bps)	Applicable Margin for Base Rate Loans under the Revolving Loan Facility (bps)	Commitment Fee Percentage (bps)
1	< 2.25	125	25	25
2	> 2.25 £ 2.75	175	75	30
3	> 2.75 £ 3.25	200	100	37.5
4	> 3.25 £ 3.75	225	125	50
5	> 3.75 £ 4.25	250	150	50
6	> 4.25	275	175	50

Any increase or decrease in the Applicable Margin for Revolving Loans or the Commitment Fee Percentage resulting from a change in the Consolidated Leverage Ratio shall become effective as of the fifth Business Day following the date a Compliance

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Certificate is required to be delivered pursuant to Sections 5.01(a) or 5.02(d)(ii); provided, however, that if no Compliance Certificate is delivered within three days of when due in accordance with such Sections, then Tier 6 of the Revolving Loan Pricing Grid shall apply as of the date of the failure to deliver such Compliance Certificate until such time as the Borrower delivers a Compliance Certificate in the form of Exhibit G-1 (in respect of Section 5.01(a)) or Exhibit G-2 (in respect of Section 5.02(d)(ii)) hereto and after such delivery the Applicable Margin for Revolving Loans and the Commitment Fee Percentage shall be based on the Consolidated Leverage Ratio indicated on such Compliance Certificate until such time as the Applicable Margin for Revolving Loans and the Commitment Fee Percentage are further adjusted as set forth in this definition.

“Revolving Proportionate Share” shall mean:

(a) With respect to any Revolving Lender, if the Revolving Loan Commitments have not been terminated, the ratio (expressed as a percentage rounded to the eighth digit to the right of the decimal point) of (i) such Lender’s Revolving Loan Commitment at such time to (ii) the Revolving Loan Facility at such time; and

(b) With respect to any Revolving Lender, if the Revolving Loan Commitments have been terminated, the ratio (expressed as a percentage rounded to the eighth digit to the right of the decimal point) of (i) the sum of (A) the Effective Amount of such Lender’s Revolving Loans, and (B) such Revolving Lender’s share (based on its Revolving Proportionate Share immediately prior to such termination) of the Effective Amount of all L/C Obligations and all Swing Line Loans to (ii) the sum of (A) the aggregate Effective Amount of all Revolving Loans and Swing Line Loans and (B) the aggregate Effective Amount of all L/C Obligations.

The initial Revolving Proportionate Share of each Revolving Lender is set forth under the caption “Revolving Proportionate Share” opposite such Lender’s name on Schedule I hereto.

“Section 956 Issue” shall mean that the granting of a pledge of Equity Securities or the execution of a Guarantee Agreement by a Non-US Subsidiary results in the pledged or pledging Non-US Subsidiary or the Non-US Subsidiary guarantor being deemed to have made a dividend to its first tier US equity owner pursuant to IRC Section 956, and related sections of the IRC and the regulations promulgated thereunder.

“Secured Parties” shall mean, collectively, the Chiquita Secured Parties and the Fresh Express Secured Parties.

“Security Agreements” shall mean, collectively, the Chiquita Security Agreements and the Fresh Express Security Agreements.

“Security Documents” shall mean, collectively, the Chiquita Security Documents and the Fresh Express Security Documents.

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“Seller” shall have the meaning given to that term in the Recitals to this Agreement.

“Senior Notes (7.5%)” shall mean the 7.5% Senior Notes due 2014 of CBII.

“Senior Notes (10.56%)” shall mean the 10.56% Senior Notes due 2009 of CBII fully retired as of December 3, 2004.

“Senior Notes (8.875%)” shall mean the 8.875% Senior Notes due 2015 of CBII.

“Senior Notes Documents” shall mean the Senior Notes Indenture and all other agreements, indentures and instruments pursuant to which any Senior Notes (8.875%) are issued, in each case as amended, restated, supplemented or modified from time to time to the extent permitted under the Credit Documents.

“Senior Notes Indenture” shall mean that certain Indenture agreement dated as of June 28, 2005, between CBII, as issuer, and LaSalle Bank National Association, as trustee, in respect of the Senior Notes (8.875%), as amended, restated, supplemented or modified from time to time to the extent permitted under the Credit Documents.

“Senior Notes (7.5%) Repurchases” shall mean the Board of Directors’ approved repurchases of the Senior Notes (7.5%).

“Senior Notes (10.56%) Repurchases” shall mean the Board of Directors’ approved redemption and/or repurchases of the Senior Notes (10.56%).

“Servicios Chile” shall mean Servicios Chiquita-Enza Chile Limitada, a Chile Limitada.

“Significant European Subsidiaries” shall mean and include Significant Subsidiaries that are European Subsidiaries.

“Significant Latin American Subsidiaries” shall mean and include Significant Subsidiaries that are Latin American Subsidiaries.

“Significant Non-US Subsidiaries” shall mean and include Significant European Subsidiaries, Significant Latin American Subsidiaries, and Significant Other Non-US Subsidiaries.

“Significant Other Non-US Subsidiaries” shall mean and include Significant Subsidiaries that are not Significant US Subsidiaries, Significant European Subsidiaries, or Significant Latin American Subsidiaries.

“Significant Parties” or “Significant Party” shall mean and include CBII, the Borrower, and Significant Subsidiaries.

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“Significant Revenue” shall mean, with respect to any Subsidiary, annual gross revenue exceeding the Dollar equivalent of $10,000,000 as at the end of the most recent fiscal year.

“Significant Subsidiaries” shall mean and include Chiquita Fresh Cut, L.L.C., each of the Fresh Express Entities set forth on Schedule 4.01(q) hereto, and each other direct or indirect Subsidiary that at any date of determination, meets any of the following criteria:

(a) for the most recent fiscal year generated gross revenue (excluding intercompany sales among the CBII Entities) exceeding the Dollar equivalent of $40,000,000; or

(b) as at the end of the most recent fiscal year, owned assets (excluding intercompany receivables from the CBII Entities) exceeding the Dollar equivalent of $15,000,000.

“Significant US Subsidiaries” shall mean and include all direct or indirect Significant Subsidiaries of the Borrower which are organized under the laws of the US or any state thereof.

“Solvent” shall mean, with respect to any Person on any date, that on such date (a) the fair value of the assets of such Person is greater than the fair value of the probable liabilities (including contingent, subordinated, matured and unliquidated liabilities but not intercompany payables and obligations) of such Person, (b) the present fair saleable value of the assets of such Person is greater than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature or (d) such Person is not engaged in or about to engage in business or transactions for which such Person’s property would constitute an unreasonably small capital.

“Standby Letter of Credit Fee Percentage” shall mean, with respect to any Standby Letter of Credit, the per annum percentage equal to the Applicable Margin for LIBOR Loans as in effect from time to time. The Standby Letter of Credit Fee Percentages shall be determined as provided in the Revolving Loan Pricing Grid and may change from time to time. Notwithstanding the foregoing, the Standby Letter of Credit Fee Percentage shall be determined for the first six months after the Effective Date hereof based upon Tier 4 of the Revolving Loan Pricing Grid.

“Stock and Warrant Repurchases” shall mean repurchases of CBII common stock and warrants to subscribe for CBII common stock as may be approved by CBII’s Board of Directors from time to time.

“Stock Purchase Agreement” shall have the meaning given to that term in the Recitals to this Agreement.

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“Subsidiary” shall mean (a) any Person (including a corporation, partnership, limited liability company or other entity) more than 50% of whose Equity Securities having by the terms thereof, at that time, ordinary voting power to elect a majority of the directors (or comparable positions) of such Person is at the time owned directly or indirectly by any other Person, by such other Person and one or more of its other Subsidiaries or by one or more of such other Person’s other Subsidiaries or (b) any other Person included in the Financial Statements of such Person on a consolidated basis. Unless otherwise indicated in this Agreement, “Subsidiary” shall mean a Subsidiary of Borrower.

“Supermajority Lenders” shall mean, at any time, (a) all of the Revolving Lenders and Term B Lenders, and (b) Term C Lenders holding at least 66 ²/3% of the aggregate principal amount of the Term C Loans then outstanding, except that, at any time any Lender is a Defaulting Lender, all Defaulting Lenders shall be excluded in determining “Supermajority Lenders.”

“Supplemental Collateral Agent” shall have the meaning given to that term in Section 7.09(a).

“Surety Instruments” shall mean all letters of credit (including standby and commercial), banker’s acceptances, bank guarantees, shipside bonds, surety bonds (other than bonds for workers’ compensation or other ordinary course governmental obligations) and similar instruments.

“Surviving Indebtedness” shall mean Indebtedness of each Loan Party and its Subsidiaries outstanding immediately before and after giving effect to the initial Credit Extension on the Effective Date.

“Swing Line” shall mean the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.03.

“Swing Line Borrowing” shall mean a borrowing of a Swing Line Loan.

“Swing Line Lender” shall mean Wachovia Bank in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” shall have the meaning given to that term in Section 2.03(a).

“Swing Line Note” shall have the meaning given to that term in Section 2.08(c).

“Swing Line Sublimit” shall mean an amount equal to the lesser of (a) $10,000,000 and (b) the Revolving Loan Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Loan Facility.

“Syndication Agent” shall mean Morgan Stanley, acting its capacity as syndication agent.

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“Synthetic Lease” shall mean each arrangement, however described, under which the obligor accounts for its interest in the property covered thereby under GAAP as lessee of a lease which is not a Capital Lease and accounts for its interest in the property covered thereby for Federal income tax purposes as the owner.

“Synthetic Lease Interest Component” shall mean, with respect to any Person for any period, the portion of rent paid or payable (without duplication) for such period under Synthetic Leases of such Person that would be treated as interest in accordance with Financial Accounting Standards Board Statement No. 13 if such Synthetic Leases were treated as Capital Leases under GAAP.

“Synthetic Lease Obligation” shall mean, as to any Person with respect to any Synthetic Lease at any time of determination, the amount of the liability of such Person in respect of such Synthetic Lease that would (if such lease was required to be classified and accounted for as a Capital Lease on a balance sheet of such Person in accordance with GAAP) be required to be capitalized on the balance sheet of such Person at such time.

“Synthetic Lease Principal Component” shall mean, with respect to any Person for any period, the portion of rent (exclusive of the Synthetic Lease Interest Component) paid or payable (without duplication) for such period under Synthetic Leases of such Person that would be treated as principal in accordance with Financial Accounting Standards Board Statement No. 13 if such Synthetic Leases were treated as Capital Leases under GAAP.

“Taxable Variable Rate Demand Bonds” shall mean the Taxable Variable Rate Demand Bonds, Series 2001, due March 1, 2019, of Fresh Advantage, Inc., a Virginia corporation, issued pursuant to the Taxable Variable Rate Demand Bonds Indenture.

“Taxable Variable Rate Demand Bonds Indenture” shall mean the Trust Indenture dated as of February 1, 2001, between Fresh Advantage, Inc., a Virginia corporation, and First Union National Bank, as Trustee, as amended, restated, supplemented or modified from time to time.

“Taxes” shall have the meaning given to such term in Section 2.12(a).

“Temporary Cash Investments” shall mean:

(a) investments in marketable direct obligations issued or guaranteed by the US, or of any Governmental Authority or political subdivision thereof, maturing within 18 months of the date of purchase;

(b) investments in certificates of deposit issued by a bank organized under the laws of the US or any state thereof or the District of Columbia, in each case having capital and unimpaired surplus totaling more than $500,000,000 and rated at least A-1 by Standard & Poor’s Ratings Group (“S&P”) and P-1 by Moody’s Investors Service, Inc. (“Moody’s”) (or their equivalent) (any such bank, an “Approved Bank”) maturing within 365 days of purchase;

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(c) repurchase obligations with a term of not more than seven days for underlying Equity Securities of the types described in clauses (i) and (ii) above entered into with any Approved Bank;

(d) commercial paper or finance company paper issued by any Person incorporated under the laws of the US or any state thereof and rated at least A-1 by S&P and P-1 by Moody’s (or their equivalent) maturing within 365 days of purchase;

(e) Investments not exceeding 365 days in duration in money market funds that invest substantially all of such funds’ assets in the Investments described in the preceding clauses (a) through (d); and

(f) in the case of the Borrower’s Non-US Subsidiaries, similar short term investments made in the ordinary course of business or with a commercial bank organized under the laws of any Non-US jurisdiction which is a member of the OECD, or a political subdivision of any such Non-US jurisdiction, and having a combined capital and surplus of at least the equivalent of $100,000,000; provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD.

“Term B Borrowing” shall mean a borrowing consisting of simultaneous Term B Loans of the same Type made by the Term B Lenders.

“Term B Commitment” shall mean, with respect to any Term B Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Term B Commitment” or, if such Lender has entered into one or more Assignment Agreements, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.05(d) as such Lender’s “Term B Commitment.”

“Term B Facility” shall mean, at any time, the Term B Lenders’ Term B Commitments and the Term B Loans provided thereunder.

“Term B Lender” shall mean any Lender that has a Term B Commitment or that has made or holds a Term B Loan.

“Term B Loan” shall have the meaning given to that term in Section 2.01(a).

“Term B Note” shall mean a promissory note of the Borrower payable to the order of any Term B Lender, in substantially the form of Exhibit E-2 hereto, evidencing the indebtedness of the Borrower to such Lender resulting from the Term B Loan made by such Lender.

“Term C Borrowing” shall mean a borrowing consisting of simultaneous Term C Loans of the same Type made by the Term C Lenders.

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“Term C Commitment” shall mean, with respect to any Term C Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Term C Commitment” or, if such Lender has entered into one or more Assignment Agreements, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.05(d) as such Lender’s “Term C Commitment.”

“Term C Facility” shall mean, at any time, the Term C Lenders’ Term C Commitments and the Term C Loans provided thereunder.

“Term C Lender” shall mean any Lender that has a Term C Commitment or that has made or holds a Term C Loan.

“Term C Loan” shall have the meaning given to that term in Section 2.01(b).

“Term C Note” shall mean a promissory note of the Borrower payable to the order of any Term C Lender, in substantially the form of Exhibit E-3 hereto, evidencing the indebtedness of the Borrower to such Lender resulting from the Term C Loan made by such Lender.

“Term Facilities” shall mean the Term B Facility and the Term C Facility.

“Termination Date” shall mean (a) for purposes of the Revolving Loan Facility, the earlier of (i) the date of termination in whole of the Revolving Loan Commitments, the Letter of Credit Sublimit and the Swing Line Sublimit pursuant to this Agreement and (ii) the Revolving Loan Maturity Date, (b) for purposes of the Term B Facility, the earlier of (i) the payment in full of the Term B Facility and (ii) June 28, 2012 and (c) for purposes of the Term C Facility, the earlier of (i) the payment in full of the Term C Facility and (ii) June 28, 2012.

“Term Pricing Grid” shall mean:

Term Pricing Grid

(rates are expressed in basis points (bps) per annum)

Tier	Consolidated Leverage Ratio	Applicable Margin for LIBOR Loans under the Term Facilities (bps)	Applicable Margin for Base Rate Loans under the Term Facilities (bps)
1	£ 2.50	200	100
2	> 2.50 £ 3.00	225	125
3	> 3.00	250	150

Any increase or decrease in the Applicable Margin for Term B Loans and Term C Loans resulting from a change in the Consolidated Leverage Ratio shall become effective as of the fifth Business Day following the date a Compliance Certificate is required to be

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delivered pursuant to Sections 5.01(a) or 5.02(d)(ii); provided, however, that if no Compliance Certificate is delivered within three days of when due in accordance with such Sections, then Tier 3 of the Term Pricing Grid shall apply as of the date of the failure to deliver such Compliance Certificate until such time as the Borrower delivers a Compliance Certificate in the form of Exhibit G-1 (in respect of Section 5.01(a)) or Exhibit G-2 (in respect of Section 5.02(d)(ii)) hereto and after such delivery the Applicable Margin for Term B Loans and Term C Loans shall be based on the Consolidated Leverage Ratio indicated on such Compliance Certificate until such time as the Applicable Margin for Term B Loans and Term C Loans are further adjusted as set forth in this definition and; provided further that from the Effective Date until the first anniversary of the Effective Date, Tier 1 of the Term Pricing Grid shall not be available to the Borrower, and to the extent the Consolidated Leverage Ratio of the Borrower shall be less than or equal to 2.50:1.00 during such period, Tier 2 of the Term Pricing Grid shall be applicable.

“Trademark Security Agreements” shall mean, collectively, the Chiquita Trademark Security Agreement and the Fresh Express Trademark Security Agreement.

“Transaction” shall mean the Acquisition and the other transactions contemplated by the Transaction Documents.

“Transaction Documents” shall mean, collectively, the Credit Documents and the Related Documents.

“Type” shall mean, with respect to any Loan or Borrowing at any time, the classification of such Loan or Borrowing by the type of interest rate it then bears, whether an interest rate based upon the Base Rate or the LIBOR Rate.

“Unaccrued Indemnity Claims” means claims for indemnification that may be asserted by the Administrative Agent, any L/C Issuer, the Swing Line Lender, any Lender or any other Indemnitee under the Credit Documents that are unaccrued and contingent and as to which no claim, notice or demand has been given to or made on any Loan Party (with a copy to the Administrative Agent) within 5 Business Days after the Borrower’s request therefor to the Administrative Agent (unless the making or giving thereof is prohibited or enjoined by any Requirement of Law or any order of any Governmental Authority).

“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may be in effect, from time to time, in the State of New York; provided that, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Administrative Agent’s or any Lender’s security interest and Lien in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

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“Unreimbursed Amount” shall have the meaning given to that term in Section 2.02(c)(i).

“Unused Revolving Commitment” shall mean, at any time, the remainder of (a) the Revolving Loan Facility at such time minus (b) the sum of the Effective Amount of all Revolving Loans and the Effective Amount of all L/C Obligations outstanding at such time. For the avoidance of doubt, Swing Line Loans shall not be counted as Revolving Loans for purposes of determining the amount of Unused Revolving Commitment.

“US” shall mean the United States of America.

“US Fresh Express Entity” shall mean and include each Fresh Express Entity which is organized under the laws of the US or any state thereof.

“US IP Collateral” shall have the meaning given to that term in Section 4.01(i)(iii).

“US Lending Office” shall mean, with respect to any Lender, (a) initially, its office designated as such in Schedule I hereto (or, in the case of any Lender which becomes a Lender by an assignment pursuant to Section 8.05(c), its office designated as such in the applicable Assignment Agreement) and (b) subsequently, such other office or offices as such Lender may designate to the Administrative Agent as the office at which such Lender’s Base Rate Loans will thereafter be maintained and for the account of which all payments of principal of, and interest on, such Lender’s Base Rate Loans will thereafter be made.

“US Subsidiaries” shall mean and include direct or indirect Subsidiaries of the Borrower which are organized under the laws of the US or any state thereof, other than De Minimis US Subsidiaries.

“Wachovia Bank” shall have the meaning given to that term in the introductory paragraph hereof.

“Wachovia Capital” shall have the meaning given to that term in the introductory paragraph hereof.

“Wells Fargo” shall have the meaning given to that term in the introductory paragraph hereof.

SECTION 1.02. GAAP. Unless otherwise indicated in this Agreement or any other Credit Document, all accounting terms used in this Agreement or any other Credit Document shall be construed, and all accounting and financial computations hereunder or thereunder shall be computed, in accordance with GAAP, applied in a consistent manner with the principles used in the preparation of the Financial Statements used in Section 4.01(h). If GAAP as in effect on December 31, 2004 (or such later GAAP agreed to by the parties) changes such that any Financial Covenants would then be calculated in a different manner or with different components, the parties will agree to negotiate in good faith to amend this Agreement in such respects as are necessary to conform those Financial Covenants based on criteria for evaluating any CBII Entity’s financial condition and performance to substantially the same criteria as were

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in effect prior to such change in GAAP; provided, however, that, until the parties so agree or if the parties cannot agree, all such Financial Covenants shall be calculated in accordance with GAAP as in effect on December 31, 2004 (or such later GAAP agreed to by the parties).

SECTION 1.03. Headings. The table of contents, captions and section headings appearing in this Agreement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

SECTION 1.04. Plural Terms. All terms defined in this Agreement or any other Credit Document in the singular form shall have comparable meanings when used in the plural form and vice versa.

SECTION 1.05. Time. All references in this Agreement and each of the other Credit Documents to a time of day shall mean New York, New York time, unless otherwise indicated.

SECTION 1.06. Governing Law. Unless otherwise expressly provided in any Credit Document, this Agreement and each of the other Credit Documents shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims.

SECTION 1.07. Construction. This Agreement is the result of negotiations among, and has been reviewed by, the Borrower, the Lenders, the Administrative Agent and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Borrower, any Lender or the Administrative Agent.

SECTION 1.08. Entire Agreement. This Agreement and each of the other Credit Documents, taken together, constitute and contain the entire agreement of the Borrower, the Lenders and the Administrative Agent and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof including, except to the extent expressly set forth therein, the Commitment Letter, but excluding the Fee Letter and the Administrative Agent Fee Letter.

SECTION 1.09. Calculation of Interest and Fees. All calculations of interest and fees under this Agreement and the other Credit Documents for any period (a) shall include the first day of such period and exclude the last day of such period and (b) shall be calculated on the basis of a year of 360 days for actual days elapsed, except that during any period any Loan bears interest based upon the Base Rate, such interest and fees shall be calculated on the basis of a year of 365 or 366 days, as appropriate, for actual days elapsed.

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SECTION 1.10. References. (a) References in this Agreement to “Articles,” “Recitals,” “Sections,” “Paragraphs,” “Exhibits” and “Schedules” are to articles, recitals, sections, paragraphs, exhibits and schedules herein and hereto unless otherwise indicated.

(b) References in this Agreement or any other Credit Document to any document, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof if such replacement is permitted hereby and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, restated, supplemented or modified from time to time and in effect at any given time if such amendment, restatement, supplement or modification is permitted hereby.

(c) References in this Agreement or any other Credit Document to any Governmental Rule (i) shall include any successor Governmental Rule, (ii) shall include all rules and regulations promulgated under such Governmental Rule (or any successor Governmental Rule) and (iii) shall mean such Governmental Rule (or successor Governmental Rule) and such rules and regulations, as amended, modified, codified or reenacted from time to time and in effect at any given time.

(d) References in this Agreement or any other Credit Document to any Person in a particular capacity (i) shall include any successors to and permitted assigns of such Person in that capacity and (ii) shall exclude such Person individually or in any other capacity.

SECTION 1.11. Other Interpretive Provisions. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement or any other Credit Document shall refer to this Agreement or such other Credit Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Credit Document, as the case may be. The words “include” and “including” and words of similar import when used in this Agreement or any other Credit Document shall not be construed to be limiting or exclusive. In the event of any inconsistency between the terms of this Agreement and the terms of any other Credit Document, the terms of this Agreement shall govern.

SECTION 1.12. Rounding. Any financial ratios required to be maintained by Holdings or the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

SECTION 1.13. Co-Lead Arrangers, Documentation Agent and Syndication Agent. Any reference to Co-Lead Arranger, Documentation Agent, or Syndication Agent in any of the Credit Documents shall be solely for titular purposes and Morgan Stanley and Wachovia Capital, as Co-Lead Arrangers, Morgan Stanley, as Syndication Agent, and GSCP, as Documentation Agent shall have no obligations under this Agreement in such capacity.

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ARTICLE II

CREDIT FACILITIES

SECTION 2.01. The Credit Facilities. (a) Term B Facility. Each Term B Lender severally agrees, on the terms and conditions hereinafter set forth, to make a single advance (a “Term B Loan”) to the Borrower on the Effective Date in an amount not to exceed such Lender’s Term B Commitment at such time. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders ratably according to their Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.

(b) Term C Facility. Each Term C Lender severally agrees, on the terms and conditions hereinafter set forth, to make a single advance (a “Term C Loan”) to the Borrower on the Effective Date in an amount not to exceed such Lender’s Term C Commitment at such time. The Term C Borrowing shall consist of Term C Loans made simultaneously by the Term C Lenders ratably according to their Term C Commitments. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed.

(c) Revolving Loan Facility. On the terms and subject to the conditions of this Agreement, each Revolving Lender severally agrees to advance to the Borrower from time to time during the period beginning on the Effective Date up to, but not including the Revolving Loan Maturity Date, such loans in Dollars as the Borrower may request under this Section 2.01(c) (individually, a “Revolving Loan”); provided, however, that (i) the sum of (A) the Effective Amount of all Revolving Loans made by such Lender at any time outstanding and (B) such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations and all Swing Line Loans at any time outstanding shall not exceed such Lender’s Revolving Loan Commitment at such time and (ii) the sum of (A) the Effective Amount of all Revolving Loans made by all the Revolving Lenders at any time outstanding and (B) the Effective Amount of all L/C Obligations and Swing Line Loans at any time outstanding shall not exceed the Revolving Loan Facility at such time. All Revolving Loans shall be made on a pro rata basis by the Revolving Lenders in accordance with their respective Revolving Proportionate Shares, with each Revolving Loan Borrowing to be comprised of a Revolving Loan by each Revolving Lender equal to such Lender’s Revolving Proportionate Share of such Revolving Loan Borrowing. Except as otherwise provided herein, the Borrower may borrow, repay and reborrow Revolving Loans until the Revolving Loan Maturity Date.

(d) Notice of Borrowing. The Borrower shall request each Borrowing (other than a Swing Line Borrowing) by delivering to the Administrative Agent an irrevocable written notice in the form of Exhibit A hereto, duly executed by an Officer of the Borrower and appropriately completed (a “Notice of Borrowing”), which specifies, among other things:

(i) The Facility under which such Borrowing is to be made;

(ii) The principal amount of the requested Borrowing, which shall be in the amount of (A) $1,000,000 or an integral multiple of $500,000 in excess thereof in the case of a Borrowing consisting of Base Rate Loans or (B) $3,000,000 or an integral multiple of $1,000,000 in excess thereof in the case of a Borrowing consisting of LIBOR Loans;

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(iii) Whether the requested Borrowing is to consist of Base Rate Loans or LIBOR Loans;

(iv) If the requested Borrowing is to consist of LIBOR Loans, the initial Interest Periods selected by the Borrower for such LIBOR Loans in accordance with Section 2.01(g); and

(v) The date of the requested Borrowing, which shall be a Business Day.

The Borrower shall give each Notice of Borrowing to the Administrative Agent not later than 11:00 a.m. at least three Business Days before the date of the requested Borrowing in the case of a Borrowing consisting of LIBOR Loans and not later than 11:00 a.m. at least one Business Day before the date of the requested Borrowing in the case of a Borrowing consisting of Base Rate Loans. Each Notice of Borrowing shall be delivered by first-class mail, or facsimile or e-mail transmission to the Administrative Agent at the facsimile number, e-mail address, and/or address specified on Schedule VII and during the hours specified in Section 8.01; provided, however, that the Borrower shall, if requested by the Administrative Agent, deliver to the Administrative Agent by first-class mail the original of any Notice of Borrowing initially delivered by facsimile or e-mail transmission. The Administrative Agent shall promptly notify each Appropriate Lender of the contents of each Notice of Borrowing and of the amount and Type of (and, if applicable, the Interest Period for) Loan to be made by such Lender as part of the requested Borrowing.

(e) Interest Rates. The Borrower shall pay interest on the unpaid principal amount of each Loan from the date of such Loan until paid in full, at one of the following rates per annum:

(i) During such periods as such Loan is a Base Rate Loan, at a rate per annum equal to the Base Rate plus the Applicable Margin therefor, such rate to change from time to time as the Applicable Margin or Base Rate shall change; and

(ii) During such periods as such Loan is a LIBOR Loan, at a rate per annum equal at all times during each Interest Period for such LIBOR Loan to the LIBOR Rate for such Interest Period plus the Applicable Margin therefor, such rate to change from time to time during such Interest Period as the Applicable Margin shall change.

The Borrower shall pay accrued interest on the unpaid principal amount of each Loan in arrears (A) in the case of a Base Rate Loan, on the last Business Day of each quarter, (B) in the case of a LIBOR Loan, on the last day of each Interest Period therefor (and, if any such Interest Period is longer than three months, every three months after the first day of such Interest Period) and (C) in the case of all Loans, upon prepayment (to the extent thereof) and at maturity.

The number of Revolving Loan Borrowings consisting of LIBOR Loans shall not exceed 10 at any time; the number of Term B Borrowings consisting of LIBOR Loans shall not exceed 2 at any time; and the number of Term C Borrowings consisting of LIBOR Loans shall not exceed 2 at any time.

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(f) Conversion of Loans. Subject to Section 2.13, the Borrower may convert all or part of the Loans comprising a Revolving Loan Borrowing, a Term B Borrowing or a Term C Borrowing from one Type to the other Type; provided, however, that no Base Rate Loan may be converted into a LIBOR Loan after the occurrence and during the continuance of an Event of Default, and provided further that any conversion of a LIBOR Loan on any day other than the last day of the Interest Period therefor shall be subject to the payments required under Section 2.13. The Borrower shall request such a conversion by delivering an irrevocable written notice to the Administrative Agent in the form of Exhibit B hereto, duly executed by an Officer of the Borrower and appropriately completed (a “Notice of Conversion”), specifying, among other things:

(i) The Borrowing which is to be converted;

(ii) The Type of Borrowing into which such Borrowing is to be converted;

(iii) If such Borrowing is to be converted into a Borrowing consisting of LIBOR Loans, the initial Interest Period selected by the Borrower for such LIBOR Loans in accordance with Section 2.01(g); and

(iv) The date of the requested conversion, which shall be a Business Day.

The Borrower shall give each Notice of Conversion to the Administrative Agent not later than 11:00 a.m. at least three Business Days before the date of the requested conversion. Each Notice of Conversion shall be delivered by first-class mail or facsimile or e-mail transmission to the Administrative Agent at the facsimile number, e-mail address, and/or address specified on Schedule VII and during the hours specified in Section 8.01; provided, however, that the Borrower shall, if requested by the Administrative Agent, promptly deliver to the Administrative Agent by first-class mail the original of any Notice of Conversion initially delivered by facsimile or e-mail transmission. The Administrative Agent shall promptly notify each Appropriate Lender of the contents of each Notice of Conversion.

(g) LIBOR Loan Interest Periods. (i) The initial and each subsequent Interest Period selected by the Borrower for the LIBOR Loans, comprising all or part of a Borrowing shall be one, two, three or six months (or, to the extent available to all Appropriate Lenders, nine or twelve months); provided, however, that (A) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (B) any Interest Period which 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) shall end on the last Business Day of a calendar month; and (C) no Interest Period for all or part of the Loans comprising a Revolving Loan Borrowing, a Term B Borrowing or a Term C Borrowing, as applicable, shall end after the Termination Date for the Facility pursuant to which such Borrowing was made. Notwithstanding the foregoing, the Borrower shall not select any LIBOR Loans until the syndication of the Facilities shall have been completed as separately agreed by and among the Co-Lead Arrangers and the Borrower.

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(ii) The Borrower shall notify the Administrative Agent by an irrevocable written notice in the form of Exhibit C hereto, duly executed by an Officer of the Borrower and appropriately completed (a “Notice of Interest Period Selection”), not later than 11:00 a.m. at least three Business Days prior to the last day of each Interest Period for LIBOR Loans comprising all or part of a Borrowing, of the Interest Period selected by the Borrower for the next succeeding Interest Period for such LIBOR Loans; provided, however, that no LIBOR Loan shall be continued for an additional Interest Period after the occurrence and during the continuance of an Event of Default. Each Notice of Interest Period Selection shall be given by first-class mail or facsimile or e-mail transmission to the Administrative Agent at the facsimile number, e-mail address, and/or address and during the hours specified in Schedule VII; provided, however, that the Borrower shall, if requested by the Administrative Agent, promptly deliver to the Administrative Agent by first-class mail the original of any Notice of Interest Period Selection initially delivered by facsimile or e-mail transmission. If (A) the Borrower fails to notify the Administrative Agent of the next Interest Period for any LIBOR Loans, comprising all or part of a Borrowing in accordance with this Section 2.01(g) or (B) an Event of Default has occurred and is continuing on the last date of an Interest Period for any LIBOR Loan, such LIBOR Loan(s) shall automatically convert to Base Rate Loan(s) at the end of the last day of the current Interest Period therefor. The Administrative Agent shall promptly notify each Appropriate Lender of the contents of each Notice of Interest Period Selection.

(h) Scheduled Revolving Loan Repayments. The Borrower shall repay the principal amount of the Revolving Loans on the Revolving Loan Maturity Date.

(i) Scheduled Term B Loan Repayments. The Borrower shall repay to the Administrative Agent for the ratable account of the Term B Lenders the aggregate outstanding principal amount of the Term B Loans on the following dates in the amounts indicated (which amounts shall be reduced as a result of the application of prepayments in accordance with Section 2.05):

Date	Amount
September 28, 2005	$	312,500
December 28, 2005	$	312,500
March 28, 2006	$	312,500
June 28, 2006	$	312,500
September 28, 2006	$	312,500
December 28, 2006	$	312,500
March 28, 2007	$	312,500
June 28, 2007	$	312,500
September 28, 2007	$	312,500
December 28, 2007	$	312,500
March 28, 2008	$	312,500
June 28, 2008	$	312,500

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Date	Amount
September 28, 2008	$	312,500
December 28, 2008	$	312,500
March 28, 2009	$	312,500
June 28, 2009	$	312,500
September 28, 2009	$	312,500
December 28, 2009	$	312,500
March 28, 2010	$	312,500
June 28, 2010	$	312,500
September 28, 2010	$	312,500
December 28, 2010	$	312,500
March 28, 2011	$	312,500
June 28, 2011	$	312,500
September 28, 2011	$	29,375,000
December 28, 2011	$	29,375,000
March 28, 2012	$	29,375,000
June 28, 2012	$	29,375,000

provided, however, that the final principal installment shall be repaid on the Termination Date in respect of the Term B Facility and in any event shall be in an amount equal to the aggregate principal amount of the Term B Loans outstanding on such date.

(j) Scheduled Term C Loan Repayments. The Borrower shall repay to the Administrative Agent for the ratable account of the Term C Lenders the aggregate outstanding principal amount of the Term C Loans on the following dates in the amounts indicated (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.07):

Date	Amount
September 28, 2005	$	937,500
December 28, 2005	$	937,500
March 28, 2006	$	937,500
June 28, 2006	$	937,500
September 28, 2006	$	937,500
December 28, 2006	$	937,500
March 28, 2007	$	937,500
June 28, 2007	$	937,500
September 28, 2007	$	937,500
December 28, 2007	$	937,500
March 28, 2008	$	937,500

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Date	Amount
June 28, 2008	$	937,500
September 28, 2008	$	937,500
December 28, 2008	$	937,500
March 28, 2009	$	937,500
June 28, 2009	$	937,500
September 28, 2009	$	937,500
December 28, 2009	$	937,500
March 28, 2010	$	937,500
June 28, 2010	$	937,500
September 28, 2010	$	937,500
December 28, 2010	$	937,500
March 28, 2011	$	937,500
June 28, 2011	$	937,500
September 28, 2011	$	88,125,000
December 28, 2011	$	88,125,000
March 28, 2012	$	88,125,000
June 28, 2012	$	88,125,000

provided, however, that the final principal installment shall be repaid on the Termination Date in respect of the Term C Facility and in any event shall be in an amount equal to the aggregate principal amount of the Term C Loans outstanding on such date.

(k) Purpose. (i) The Borrower shall use the proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit to: (A) provide for the working capital, Capital Expenditures and general purpose needs of any Borrower Entity; (B) pay fees and expenses incurred in connection with the transactions contemplated by this Agreement; (C) finance Permitted Acquisitions and related expenses; (D) notwithstanding any continuing Event of Default, finance, through Distributions, loans, or other transfers to CBII, CBII Overhead Expenses; and (E) subject to compliance with Section 5.02(f), finance, through Distributions, loans, or other transfers to CBII, any working capital and general corporate needs of CBII, including (1) Distributions to shareholders of CBII and Stock and Warrant Repurchases and (2) interest payments on the Senior Notes (7.5%) and the Senior Notes (8.875%).

(ii) The Borrower shall use the proceeds of the Term B Loans to: (A) pay to the Seller the cash consideration for the shares of capital stock in the Companies; (B) pay fees and expenses related to the Transaction; and (C) refinance certain existing Indebtedness of the Borrower.

(iii) The Borrower shall use the proceeds of the Term C Loans to: (A) pay the Seller the cash consideration for the shares of capital stock in the Companies; and (B) pay fees and expenses related to the Transaction.

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SECTION 2.02. Letters of Credit . (a) The Letter of Credit Commitment. (i) On the terms and subject to the conditions set forth herein, (A) the L/C Issuers agree, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.02, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars (or in Non-US Currency) for the account of the Borrower, (2) to continue on the Effective Date the Existing Letters of Credit to Letters of Credit in Dollars (or if such Existing Letters of Credit have been issued in Non-US Currency, then in the applicable Non-US Currency) for the account of the Borrower as if such Letters of Credit were issued on the Effective Date on the terms and subject to the conditions of this Agreement, and in each case all Letter of Credit fees in accordance with Sections 2.02(i) and 2.02(j) shall be applicable from and after the Effective Date, (3) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below and (4) to honor drafts under the Letters of Credit issued by it and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided that the L/C Issuers shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension, (x) the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Revolving Loan Facility at such time, (y) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans would exceed such Lender’s Revolving Loan Commitment or (z) either (A) the Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (B) the Effective Amount of the L/C Obligations in respect of Non-US Currency Letters of Credit would exceed the Non-US Currency Letter of Credit Sublimit. Within the foregoing limits, and on the terms and subject to the conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof, and in each case all Letter of Credit fees in accordance with Sections 2.02(i) and 2.02(j) shall be applicable to the Existing Letters of Credit from and after the Effective Date.

(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Requirement of Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good faith deems material to it;

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(B) subject to Section 2.02(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of the Revolving Lenders have approved such expiry date;

(D) the issuance of such Letter of Credit would violate one or more policies of general application of such L/C Issuer;

(E) only with respect to a request for a Non-US Currency Letter of Credit, such L/C Issuer determines that current or reasonably expected market conditions for the applicable Non-US Currency are unusually unstable or would make it unlawful, impossible or impracticable for such L/C Issuer to fund or hedge its obligations under the Non-US Currency Letter of Credit; or

(F) such Letter of Credit is: in a face amount less than (x) $50,000 (or the Dollar equivalent thereof on the date of issuance), in the case of a commercial Letter of Credit or (y) $50,000 (or the Dollar equivalent thereof on the date of issuance), in the case of any other type of Letter of Credit or a Letter of Credit denominated in a currency other than Dollars.

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Evergreen Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by an Officer of the Borrower. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m., at least two Business Days (or such later date and time as such L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which date shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as such L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit

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Application shall specify in form and detail satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which date shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the applicable L/C Issuer may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, such L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by such L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a participation in such Letter of Credit in an amount equal to the product of such Lender’s then-current Revolving Proportionate Share times the amount of such Letter of Credit. The Administrative Agent shall promptly notify each Revolving Lender upon the issuance of a Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its reasonable discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of Credit must permit the applicable L/C Issuer to prevent any such renewal at least once in each 12 month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such 12 month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such renewal. Once an Evergreen Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the renewal of such Letter of Credit at any time to a date not later than the Letter of Credit Expiration Date (and for avoidance of doubt, any Evergreen Letter of Credit to be renewed, whether automatically or at the request of the Borrower, to a date later than the Letter of Credit Expiration Date shall require the approval of all Revolving Lenders); provided, however, that the applicable L/C Issuer shall not permit any such renewal if it has received notice (which may be by telephone or in writing) on or before the Business Day immediately preceding the Nonrenewal Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, and provided further that the applicable L/C Issuer shall not be obligated to permit any such renewal if such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof. Notwithstanding anything to the contrary contained herein, the L/C Issuers shall have no obligation to permit the renewal of any Evergreen Letter of Credit at any time.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

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(c) Drawings and Reimbursements; Funding of Participations. (i) Upon any drawing under any Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent of the amount to be paid by such L/C Issuer as a result of such drawing and the date on which payment is to be made by such L/C Issuer to the beneficiary of such Letter of Credit in respect of such drawing. Not later than 11:00 a.m., on the date of any payment by such L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing (any reimbursement with respect to amounts drawn under a Non-US Currency Letter of Credit shall be paid in the applicable Non-US Currency, except that upon the occurrence and during the continuance of a Default, the Administrative Agent may require that any reimbursement be paid in Dollars). If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and such Revolving Lender’s Revolving Proportionate Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Loan Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (provided that in the case of an Unreimbursed Amount in a Non-US Currency (a “Non-US Currency Unreimbursed Amount”), such amount shall be the amount of Dollars necessary to purchase the applicable Non-US Currency in the amount of the Non-US Currency Unreimbursed Amount plus any related transaction costs, all of which are the Borrower’s responsibility; any excess Dollars shall be forwarded to the Borrower), without regard to the minimum and multiples specified in Section 2.01 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Loan Facility and the conditions set forth in Section 3.02 (other than the delivery of a Notice of Borrowing). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.02(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Lender (including the Revolving Lender acting as L/C Issuer), on a several basis, shall upon any notice pursuant to Section 2.02(c)(i) make funds available to the Administrative Agent for the account of the applicable L/C Issuer at the Administrative Agent’s office in an amount equal to its Revolving Proportionate Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.02(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan Borrowing because the conditions set forth in Section 3.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable upon demand by the Administrative Agent (together with interest) and shall bear interest at the Default Rate (provided that interest on any

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Non-US Currency Unreimbursed Amount shall accrue based on the Non-US Currency Equivalent as of any date of determination of such Non-US Currency Unreimbursed Amount). In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.02(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.02 (provided that in the case of any Non-US Currency Unreimbursed Amount, any such amount shall be such Revolving Lender’s Revolving Proportionate Share of the amount of Dollars deemed necessary by the Administrative Agent to purchase the applicable Non-US Currency in the amount of the Non-US Currency Unreimbursed Amount plus any related transaction costs all which are the Borrower’s responsibility; any excess Dollars shall be forwarded to the Borrower).

(iv) Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.02(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Revolving Proportionate Share of such amount shall be solely for the account of such L/C Issuer.

(v) Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the applicable L/C Issuer for, or participate in, amounts drawn under Letters of Credit, as contemplated by this Section 2.02(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing (including, without limitation, any event described in clauses (e)(i)-(vi) below). Any such reimbursement shall not relieve or otherwise impair the Obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.02(c) by the time specified in Section 2.02(c)(ii), such L/C Issuer shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of such L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations. (i) At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.02(c), if the Administrative Agent receives for the account of such L/C Issuer any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), or any payment of interest thereon, the Administrative Agent will distribute to such Revolving Lender its Revolving Proportionate Share thereof in the same funds as those received by the Administrative Agent.

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(ii) If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.02(c)(i) is required to be returned, each Revolving Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Revolving Proportionate Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

(e) Obligations Absolute. Without waiving Borrower’s right to later assert (by separate and independent action and not by way of setoff) any claims that it may have, the obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit, and to repay each L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a Borrowing of Revolving Loans, shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and the other Credit Documents under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, the Credit Documents, or any other agreement or instrument relating thereto;

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any Letter of Credit or any other amendment or waiver of, or any consent to departure from, all or any of the Credit Documents;

(iii) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iv) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(v) any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

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(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly, and in any event prior to the applicable L/C Issuer taking any applicable action with respect to such Letter of Credit, notify such L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given before the action giving rise to such claims has been taken.

(f) Role of L/C Issuer. Each of the Borrower and the Revolving Lenders agrees that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the applicable L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor such L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of such L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.02(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against such L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) which on its face appears to be in compliance with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, such L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

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(g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing or (ii) if, as of the Revolving Loan Maturity Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the Obligations in respect of such Letter of Credit in an amount equal to the then Effective Amount of the L/C Obligations. The Borrower hereby grants the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Lenders, a Lien on all such cash and deposit account balances described in the definition of “Cash Collateralize” as security for such Obligations in respect of such Letter of Credit. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at Wachovia Bank or other institutions satisfactory to it. The Lien held by the Administrative Agent in such cash collateral to secure such Obligations shall be released upon the satisfaction of each of the following conditions: (a) no Letters of Credit shall be outstanding, (b) all L/C Obligations shall have been repaid in full and (c) no Default shall have occurred and be continuing. To the extent that such cash collateral exceeds the L/C Obligations as Letters of Credit expire or are replaced or L/C Obligations decrease, such excess cash collateral shall be released to, or as directed by, Borrower; provided, however, that no Event of Default shall exist and be continuing.

(h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed to by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (including the ICC decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each commercial Letter of Credit.

(i) Standby Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Proportionate Share a Letter of Credit fee for each standby Letter of Credit equal to the Standby Letter of Credit Fee Percentage (plus an additional 2% per annum, if an Event of Default has occurred and is continuing) on the undrawn amount of such Letter of Credit (which amount shall be the Non-US Currency Equivalent in the case of Non-US Currency Letters of Credit), prorated, if applicable, in the case of a renewal date or an expiry date of less than one year. Such fee for each standby Letter of Credit shall be due and payable after the issuance thereof, and any renewal or extension thereof (whether by amendment, automatic or otherwise). The fee is due and payable quarterly in arrears with each payment for the preceding quarter due on the first Business Day of the calendar month immediately following such quarter, and is nonrefundable. Any increase or decrease in the standby Letter of Credit fee resulting from a change in the Consolidated Leverage Ratio shall become effective as of the fifth Business Day following the date a Compliance Certificate is required to be delivered pursuant to Section 5.01(a) or Section 5.02(d)(ii); provided, however, that if no Compliance Certificate is delivered within three days of when due in accordance with such Sections, then Tier 6 shall apply as of the date of the failure to deliver such Compliance Certificate until such time as the Borrower

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delivers a Compliance Certificate and thereafter the standby Letter of Credit fee shall be based on the Consolidated Leverage Ratio indicated on such Compliance Certificate until such time as the standby Letter of Credit fee is further adjusted as set forth in this subsection (i). Notwithstanding the foregoing, the standby Letter of Credit fee shall be determined for the first six months after the Effective Date based upon Tier 4 of the Revolving Loan Pricing Grid.

(j) Commercial Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Proportionate Share a Letter of Credit fee for each commercial Letter of Credit equal to the Commercial Letter of Credit Fee Percentage on the undrawn amount of such Letter of Credit (which amount shall be the Non-US Currency Equivalent in the case of Non-US Currency Letters of Credit), prorated, if applicable, in the case of a renewal date or an expiry date of less than one year. Such fee for each commercial Letter of Credit shall be due and payable after the issuance thereof, and any renewal or extension thereof (whether by amendment, automatic or otherwise). The fee is due and payable quarterly in arrears with each payment for the preceding quarter due on the first Business Day of the calendar month immediately following such quarter, and is nonrefundable. Any increase or decrease in the commercial Letter of Credit fee resulting from a change in the Consolidated Leverage Ratio shall become effective as of the fifth Business Day following the date a Compliance Certificate is required to be delivered pursuant to Section 5.01(a) or Section 5.02(d)(ii); provided, however, that if no Compliance Certificate is delivered within three days of when due in accordance with such Sections, then Tier 6 shall apply as of the date of the failure to deliver such Compliance Certificate until such time as the Borrower delivers a Compliance Certificate and thereafter the commercial Letter of Credit fee shall be based on the Consolidated Leverage Ratio indicated on such Compliance Certificate until such time as the commercial Letter of Credit fee is further adjusted as set forth in this subsection (j). Notwithstanding the foregoing, the commercial Letter of Credit fee shall be determined for the first six months after the Effective Date based upon Tier 4 of the Revolving Loan Pricing Grid.

(k) Issuance Fee; Documentary, Presentation, Amendment, and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the applicable L/C Issuer for its own account (i) an issuance fee in an amount with respect to each Letter of Credit (whether standby or commercial) equal to 0.125% of the amount of such Letter of Credit (which amount shall be the Non-US Currency Equivalent in the case of Non-US Currency Letters of Credit), due and payable upon each L/C Credit Extension with respect to such Letter of Credit and (ii) the customary, documentary, presentation, amendment, and processing fees, and other standard published costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect; provided, however that any Existing Letters of Credit continued on the Effective Date in accordance with Section 2.02(a)(i) shall not be subject to new or additional issuance, customary, documentary, presentation, amendment, or processing fees. Any applicable fees and charges are due and payable on demand and are nonrefundable.

(l) Non-US Currency Letters of Credit Computation of Non-US Currency Equivalent. The Administrative Agent will determine the Non-US Currency Equivalent with respect to any Non-US Currency Letter of Credit (i) as of the date of issuance thereof and (ii) as of the last Business Day of each week (“Computation Date”). The Administrative Agent will provide the Borrower with written notice of the amount determined pursuant to this Section 2.02(l) from time to time, including following the end of each fiscal quarter. Upon receipt of

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such notice and upon the request of the Administrative Agent, if the Non-US Currency Letter of Credit Sublimit shall be exceeded on any Computation Date, whether as a result of market fluctuation of the applicable Non-US Currency or otherwise, the Borrower shall (A) immediately prepay the Obligations in respect of the Revolving Loan Facility in the manner set forth in Section 2.06(e) or (B) if requested by the Administrative Agent, Cash Collateralize the Obligations in respect of any outstanding Letter of Credit in the manner set forth in Section 2.02(g), in either case, in an aggregate principal amount equal to such excess.

(m) Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

SECTION 2.03. Swing Line . (a) The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the period from the Effective Date to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Revolving Loan Facility at such time and (ii) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Commitment, and provided further that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.03, prepay under Section 2.06, and reborrow under this Section 2.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender, on a several basis, shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Revolving Proportionate Share times the amount of such Swing Line Loan; provided, however, that the Revolving Lenders shall not have an obligation to purchase risk participations from the Swing Line Lender if the relevant Swing Line Loan was made without consent of the Required Revolving Lenders during the existence of an Event of Default of which the Swing Line Lender has actual knowledge. The Borrower shall pay all outstanding principal on Swing Line Loans (which may be refinanced as provided in Section 2.03(c)) on the fifteenth day of each month (or, if such date is not a Business Day, the next Business Day) and the last Business Day of each month.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., on the requested borrowing date, and shall specify

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(i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes and requests the Swing Line Lender to act on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Revolving Lender’s Revolving Proportionate Share of the amount of Swing Line Loans then outstanding. Such request shall be made in accordance with the requirements of Section 2.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Loan Facility and the conditions set forth in Section 3.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Revolving Proportionate Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 12:00 noon, on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Revolving Loan Borrowing cannot be requested in accordance with Section 2.03(c)(i) or any Swing Line Loan cannot be refinanced by such a Revolving Loan Borrowing, the Notice of Borrowing submitted by the Swing Line Lender shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its participation in the relevant Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation.

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(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund participations in Swing Line Loans pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. Any such purchase of participations shall not relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Revolving Lender has purchased and funded a participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Revolving Proportionate Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participation was outstanding and funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender, each Revolving Lender shall pay to the Swing Line Lender its Revolving Proportionate Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(e) Interest for Account of Swing Line Lender. Each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Loans in respect of the Revolving Loan Facility. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Lender funds its Base Rate Loan or participation pursuant to this Section 2.03 to refinance such Revolving Lender’s Revolving Proportionate Shares of any Swing Line Loan, interest in respect of all such Revolving Proportionate Shares shall be solely for the account of the Swing Line Lender. The Borrower shall pay accrued interest on the unpaid principal amount of each Swing Line Loan upon payment (to the extent thereof), on the last Business Day of each fiscal quarter and at maturity.

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(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

SECTION 2.04. Amount Limitations, Commitment Reductions. (a) Optional Reduction or Cancellation of Revolving Loan Commitments. The Borrower may, upon five Business Days written notice to the Administrative Agent (each a “Reduction Notice”), permanently reduce the Revolving Loan Facility by the amount of $5,000,000 or an integral multiple of $5,000,000 in excess thereof or cancel the Revolving Loan Facility in its entirety; provided, however, that:

(i) The Borrower may not reduce the Revolving Loan Facility prior to the Revolving Loan Maturity Date, if, after giving effect to such reduction, the Effective Amount of all Revolving Loans, L/C Obligations and Swing Line Loans then outstanding would exceed the Revolving Loan Facility as proposed to be reduced; and

(ii) The Borrower may not cancel the Revolving Loan Facility prior to the Revolving Loan Maturity Date, if, after giving effect to such cancellation, any Revolving Loan would then remain outstanding.

Any Reduction Notice shall be irrevocable; provided that any Reduction Notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date previously provided in the applicable Reduction Notice) if such condition is not satisfied.

(b) Mandatory Termination of Commitments. (i) The Revolving Loan Facility shall be automatically and permanently reduced to zero on the Revolving Loan Maturity Date.

(ii) The Administrative Agent may, or upon instructions from the Required Revolving Lenders shall, by written notice to the Borrower, reduce the Revolving Loan Facility to zero if (x) any CBII Entity shall fail to observe or perform the covenant contained in Section 5.02(p) of this Agreement, (y) such failure is material and (z)(1) such failure occurs with an officer of the Borrower or CBII being aware of such failure before its occurrence, (2) such failure is not isolated or (3) such failure continues without the Borrower’s promptly taking reasonable and practicable measures to remedy such failure or to mitigate the legal consequences of such failure after the date an officer of the Borrower or of CBII becomes aware of such failure.

(c) Effect of Commitment Reductions. From and after the effective date of any reduction of the Revolving Loan Facility, the Commitment Fees payable pursuant to Section 2.05(b) shall be computed on the basis of the Revolving Loan Facility as so reduced. Any reduction of the Revolving Loan Facility pursuant to Section 2.04(a) shall be applied ratably to reduce each Revolving Lender’s Commitment in accordance with clause (i) of Section 2.10(a).

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SECTION 2.05. Fees. (a) Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent, for its own account, the agent’s fees and other compensation in the amounts and at the times set forth in the Administrative Agent Fee Letter.

(b) Commitment Fees. The Borrower shall pay to the Administrative Agent, for the ratable benefit of the Revolving Lenders as provided in clause (iv) of Section 2.10(a), commitment fees (collectively, the “Commitment Fees”) equal to the Commitment Fee Percentage of the daily average Unused Revolving Commitment for the period beginning on the date of this Agreement and ending on the Revolving Loan Maturity Date. The Borrower shall pay the Commitment Fees in arrears on the last day in each March, June, September and December (commencing September 30, 2005) and on the Revolving Loan Maturity Date (or if the Revolving Loan Facility is cancelled on a date prior to the Revolving Loan Maturity Date, on such prior date). For purposes of the calculations under this Section 2.05(b), the aggregate principal amount of the aggregate Effective Amount of outstanding Letters of Credit or Non-US Currency Unreimbursed Amounts, to the extent consisting of Non-US Currency Letters of Credit shall be based on the Non-US Currency Equivalents relating thereto as of the Business Day immediately preceding the last day in each March, June, September and December, as applicable. Any increase or decrease in the Commitment Fee resulting from a change in the Consolidated Leverage Ratio shall become effective as of the fifth Business Day following the date a Compliance Certificate is required to be delivered pursuant to Section 5.01(a) or Section 5.02(d)(ii); provided, however, that if no Compliance Certificate is delivered within 3 days of when due in accordance with such Sections, then Tier 6 shall apply as of the date of the failure to deliver such Compliance Certificate until such time as the Borrower delivers a Compliance Certificate and thereafter the Commitment Fee shall be based on the Consolidated Leverage Ratio indicated on such Compliance Certificate until such time as the Commitment Fee is further adjusted as set forth in this subsection (b). Notwithstanding the foregoing, the Commitment Fee shall be determined for the first six months after the Effective Date based upon Tier 4 of the Revolving Loan Pricing Grid.

SECTION 2.06. Prepayment. (a) Terms of All Prepayments. Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(b), a mandatory prepayment required by Section 2.06(c) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon acceleration), the Borrower shall pay to the Lender that made such Loan (i) all accrued interest and fees to the date of such prepayment on the amount prepaid and (ii) if such prepayment is the prepayment of a LIBOR Loan on a day other than the last day of an Interest Period for such LIBOR Loan, all amounts payable to such Lender pursuant to Section 2.13. For avoidance of doubt, all Lender Rate Contracts are independent agreements governed by the written provisions of such Lender Rate Contracts, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of the Credit Documents, except as otherwise expressly provided in such written Lender Rate Contracts, and any payoff statement from the Administrative Agent relating to this Agreement shall not apply to said Lender Rate Contracts, except as otherwise expressly provided in such payoff statement.

(b) Optional Prepayments. (i) At its option, the Borrower may, upon one Business Day’s notice to the Administrative Agent in the case of Base Rate Loans or three

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Business Days’ notice to the Administrative Agent in the case of LIBOR Loans, prepay without premium or penalty (except as expressly set forth in Section 2.13) the Base Rate Loans in any Borrowing under any Facility selected by the Borrower and all accrued but unpaid interest thereon in part, in a minimum principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, or in whole, and prepay the LIBOR Loans in any Borrowing under any Facility selected by the Borrower and all accrued but unpaid interest thereon in part, in a minimum principal amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of such prepayment and the Facility in respect of which such prepayment shall be made; provided that if such prepayment is to be made on any day other than on the last day of the Interest Period applicable to such LIBOR Loan, the Borrower shall be subject to the payments required by Section 2.13. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. If no Event of Default has occurred and is continuing, all prepayments under this Section 2.06(b) which are applied to reduce the principal amount of the Revolving Loans and Swing Line Loans shall be applied to the Revolving Loans and Swing Line Loans as directed by the Borrower. If the Borrower fails to direct the application of any such prepayments, such prepayments shall be applied first to the accrued but unpaid interest on and then any principal of the Swing Line Loans until paid in full, second to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full, and shall, in each case, to the extent possible, be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans; provided that if an Event of Default has occurred and is continuing at the time any such prepayment is made, the Revolving Lenders shall apply such prepayments to such Obligations as the Administrative Agent may determine in its discretion which determination shall be effective as to all Revolving Lenders (but for regulatory purposes, the Revolving Lenders may apply such payments internally as they shall determine). Each prepayment pursuant to this Section 2.06(b) of Term B Loans or Term C Loans (as selected by the Borrower) shall be applied to the installments of such Facility on a pro rata basis.

(ii) At its option, the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount of the lesser of (x) $250,000 or an integral multiple of $50,000 in excess thereof and (y) the outstanding balance of the Swing Line Loans. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) Mandatory Prepayments. Without reducing the Revolving Loan Facility or any of the Revolving Loan Commitments, the Borrower shall prepay the Loans as follows:

(i) If, at any time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Revolving Loan Facility at such time, the Borrower shall immediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) then prepay the

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Revolving Loans to the extent Revolving Loans in a sufficient amount are then outstanding, in an aggregate principal amount equal to such excess and (C) if the Revolving Loan Facility has been reduced to zero, Cash Collateralize the Obligations in respect of the Revolving Loan Facility in an amount equal to the then Effective Amount of the L/C Obligations.

(ii) If, during any fiscal year (including fiscal year 2005), any CBII Entity sells or otherwise disposes of any assets (other than (A) sales permitted under Section 5.02(c)(i), (iii), (v), (vi), (vii) or (viii), (B) sales or leases between Borrower Entities (other than any Fresh Express Entities), (C) sales or leases between Fresh Express Entities (provided that such sale or lease does not impair any security for the Fresh Express Secured Obligations), (D) substantially equivalent exchanges of assets at Fair Market Value and upon terms at least as favorable as an arm’s-length transaction with unaffiliated Persons or (E) any sale (or related sales) otherwise permitted under Section 5.02(c) to the extent the aggregate consideration received by the CBII Entities for such sale (or related sales) does not exceed $1,000,000 (collectively “Permitted Sales”)) and the Net Cash Proceeds of such asset sales or other dispositions (other than Permitted Sales), when added to the Net Cash Proceeds of all such sales and other dispositions by all CBII Entities during such fiscal year (other than Permitted Sales), in the aggregate, exceed $15,000,000 for such fiscal year, the Borrower shall, after the completion of each sale or other disposition which results in such an excess or an increase in such an excess (but subject to the reinvestment exceptions below), prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess; provided that so long as the Net Cash Proceeds portion of the consideration (in excess of $5,000,000 in the aggregate for the immediately preceding fiscal year) for any such disposed assets (other than from Permitted Sales) is not less than 50% of all consideration for such disposed assets, only the Net Cash Proceeds at the time of sale will be counted for purposes of any prepayment required under this sentence and the remaining consideration shall be counted when received as cash or its equivalent, otherwise 100% of all net proceeds (cash and non-cash) shall be counted; and provided further that any prepayment required shall be exclusive of any cash and non-cash proceeds received in connection with the sale or disposition of, or collection on, the Banacol Notes, or any sale or other disposition of any Equity Securities of Landec and/or Equity Securities and assets of American Produce Company by any of the CBII Entities. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (ii) with respect to any sale (a “Relevant Sale”) if the Borrower advises the Administrative Agent in writing at the time the Net Cash Proceeds from such Relevant Sale are received that the Borrower intends to cause (A) in the case of a Relevant Sale of assets of any Fresh Express Entity, a Fresh Express Entity, or (B) in the case of a Relevant Sale of assets of any CBII Entity other than a Fresh Express Entity, a Borrower Entity other than a Fresh Express Entity, in either such case, to reinvest all or any portion of such Net Cash Proceeds in property, plant, equipment, other fixed or capital assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent such Net Cash Proceeds are in fact so reinvested in the acquisition of such assets or investments within 180 days from the date on which such Net Cash Proceeds from the Relevant Sale are received, provided, however, that the Borrower’s requirement

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to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 for the immediately preceding fiscal year. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of such assets or investments, the 180-day period provided in the preceding sentence shall elapse without the occurrence of the related acquisition or investment or an Event of Default shall occur and is continuing, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (ii).

(iii) If, during any fiscal year (including fiscal year 2005), any CBII Entity receives Extraordinary Receipts and the Net Cash Proceeds of such Extraordinary Receipts, when added to the Net Cash Proceeds of all such Extraordinary Receipts obtained by all CBII Entities during such fiscal year, in the aggregate, exceed $20,000,000 for such fiscal year, the Borrower shall, after receipt of by the CBII Entities of the Net Cash Proceeds from such Extraordinary Receipts which results in such an excess or an increase in such an excess (but subject to the reinvestment section below), prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (iii) with respect to any event resulting in the receipt of Extraordinary Receipts (a “Relevant Event”) if the Borrower advises the Administrative Agent in writing promptly after the time the excess Net Cash Proceeds from such Relevant Event are received that the Borrower intends to cause (x) in the case of a Relevant Event involving any Fresh Express Entity, a Fresh Express Entity, and (y) in the case of a Relevant Event involving any CBII Entity other than a Fresh Express Entity, a Borrower Entity other than a Fresh Express Entity, in either such case, to reinvest all or any portion of such excess Net Cash Proceeds in property, plant, equipment, other replacement assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent (A) such excess Net Cash Proceeds are in fact committed to be reinvested by such Person pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by such Person and the related seller within one year from the date of such Relevant Event and (B) the acquisition of such replacement assets or investments occurs within two years from the date on which the Net Cash Proceeds from the Relevant Event are received; provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Event until the Net Cash Proceeds in respect of such Relevant Events during such fiscal year exceed $20,000,000. If, at any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, the one-year or two-year period provided in clause (A) or (B), respectively, of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)), the occurrence of the related acquisition or investment (in the case of clause (B)) or an Event of Default shall occur and only so long as continuing, then, upon request of the Administrative Agent or the Required Lenders, the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (iii). At any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, upon request of the Administrative Agent

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or the Required Lenders, the Borrower shall deposit the Net Cash Proceeds from such Relevant Event which result in an excess over the $20,000,000 per fiscal year amount described above or an increase in such an excess into an interest-bearing account with the Administrative Agent (which interest-bearing account shall be perfected by the Borrower entering into a control agreement and other documentation reasonably requested by the Administrative Agent) until such Net Cash Proceeds are reinvested or paid toward the Loans as directed by the Borrower.

(iv) If, at any time after the Effective Date, any CBII Entity issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments (provided that Permitted Indebtedness shall not be counted and non-cash assets received upon issuance of debt in connection with asset acquisitions shall be excluded, except to the extent any such Permitted Indebtedness is issued or incurred to finance, directly or indirectly, the payment in cash or otherwise, of any Distributions by any of the CBII Entities), the Borrower shall, immediately after such issuance or incurrence, prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of the Net Cash Proceeds of such Indebtedness.

(v) On or prior to the 120^th day following the end of each fiscal year of Holdings (commencing with the fiscal year of Holdings ending December 31, 2006), the Borrower shall prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in an aggregate amount equal to 50% of Excess Cash Flow for such most recently ended fiscal year (provided that (i) such amount shall be reduced to 25% of Excess Cash Flow if the Consolidated Leverage Ratio as of the most recently ended fiscal year of Holdings shall be less than 3.00:1.00 and (ii) such amount shall be reduced to 0% of Excess Cash Flow if the Consolidated Leverage Ratio as of the most recently ended fiscal year of Holdings shall be less than 2.00:1.00).

(vi) If, at any time after the Effective Date, any CBII Entity issues any Equity Securities (other than any issuances thereof to CBII or any Borrower Entity), the Borrower shall, immediately after such issuance or incurrence, prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 50% of the Net Cash Proceeds from such Equity Securities.

(vii) If, at any time, (A) any CBII Entity shall fail to observe or perform the covenant contained in Section 5.02(p) of this Agreement, (B) such failure is material and (C) (1) such failure occurs with an officer of the Borrower or CBII being aware of such failure before its occurrence, (2) such failure is not isolated or (3) such failure continues without the Borrower’s promptly taking reasonable and practicable measures to remedy such failure or to mitigate the legal consequences of such failure after the date an officer of the Borrower or of CBII becomes aware of such failure, the Administrative Agent may or, upon instructions from the Required Term B Lenders or the Required Term C Lenders, as applicable, shall, by written notice to the Borrower, require the Borrower to

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prepay any outstanding Term B Loans and any outstanding Term C Loans, as the case may be, and the Borrower agrees to so prepay such Term B Loans and Term C Loans, as the case may be, immediately (and in any event within 10 Business Days) following receipt of such notice.

(d) Notice of Prepayment. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under Section 2.06(c), (A) a certificate signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (B) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrower shall subsequently determine that the actual amount required to be prepaid was greater than the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower demonstrating the derivation of the additional amount resulting in such excess.

(e) Application of Prepayments. (i) Except as set forth in clauses (ii) and (iii) below, all prepayments pursuant to Section 2.06(c) shall be applied as follows: first, to prepay the Term B Loans and Term C Loans and to the installments thereof on a pro rata basis, second, to prepay any Unreimbursed Amounts then outstanding, third, to prepay the Swing Line Loans to the extent Swing Line Loans are then outstanding and, fourth, to prepay the Revolving Loans to the extent Revolving Loans are then outstanding.

(ii) Notwithstanding anything provided for herein, all prepayments required to be made pursuant to Section 2.06(c)(ii) or Section 2.06(c)(iii) with the Net Cash Proceeds from the sale or other disposition or from Extraordinary Receipts in respect of property and assets owned by any CBII Entities (other than any Fresh Express Entities) shall be applied as follows: first, to prepay the Term B Loans and to the installments thereof on a pro rata basis, second, to prepay any Unreimbursed Amounts then outstanding, third, to prepay the Swing Line Loans to the extent Swing Line Loans are then outstanding, fourth, to prepay the Revolving Loans to the extent Revolving Loans are then outstanding and, fifth, to prepay the Term C Loans and to the installments thereof on a pro rata basis.

(iii) Notwithstanding anything provided for herein, all prepayments required to be made pursuant to Section 2.06(c)(ii) or Section 2.06(c)(iii) with the Net Cash Proceeds from the sale or other disposition or from Extraordinary Receipts in respect of property and assets owned by any Fresh Express Entities shall be applied as follows: first, to prepay the Term C Loans and to the installments thereof on a pro rata basis, second, to prepay the Term B Loans and to the installments thereof on a pro rata basis, third, to prepay any Unreimbursed Amounts then outstanding, fourth, to prepay the Swing Line Loans to the extent Swing Line Loans are then outstanding and, fifth, to prepay the Revolving Loans to the extent Revolving Loans are then outstanding.

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(iv) Without modifying the order of application of prepayments set forth in the preceding sub-sections, all such prepayments shall, to the extent possible, be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans. All prepayments which are applied to reduce the principal amount of the Revolving Loans shall not reduce the Commitment.

(v) Any amounts available after the application thereof in accordance with this Section 2.06(e) shall be, to the extent no Event of Default shall have occurred and be continuing, returned to the Borrower.

SECTION 2.07. Other Payment Terms. (a) Place and Manner. All payments to be made by the Borrower under this Agreement or any other Credit Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make all payments due to each Lender or the Administrative Agent under this Agreement or any other Credit Document by payments to the Administrative Agent at the Administrative Agent’s office located at the address specified on Schedule VII, with each payment due to a Lender to be for the account of such Lender and such Lender’s Applicable Lending Office. The Borrower shall make all payments under this Agreement or any other Credit Document in lawful money of the United States (except with respect to any Non-US Currency Letter of Credit or Non-US Currency Unreimbursed Amount, which shall be paid in the Non-US Currency applicable to such Non-US Currency Letter of Credit or Non-US Currency Unreimbursed Amount to the extent not repaid with the proceeds of a Base Rate Loan that was used to purchase the applicable Non-US Currency as set forth in Section 2.02(c)) and in same day or immediately available funds not later than 11:00 a.m. on the date due. The Administrative Agent shall promptly disburse to each Lender each payment received by the Administrative Agent for the account of such Lender.

The specification of payment of Non-US Currency Letters of Credit or Non-US Currency Unreimbursed Amount in the related Non-US Currency at a specific place pursuant to this Agreement is of the essence. Such Non-US Currency shall, subject to Section 2.02(c), be the currency of account and payment of such Letters of Credit under this Agreement. The obligation of Borrower in respect of such Letters of Credit shall not be discharged by an amount paid in any other currency or at another place, whether pursuant to a judgment or otherwise, to the extent the amount so paid, on prompt conversion into the applicable Non-US Currency and transfer to such Lender under normal banking procedures, does not yield the amount of such Non-US Currency due under this Agreement. In the event that any payment, whether pursuant to a judgment or otherwise, upon conversion and transfer, does not result in payment of the amount of such Non-US Currency due under this Agreement, such Lender shall have an independent cause of action against the Borrower and the applicable Guarantors for the currency deficit.

(b) Date. Whenever any payment due hereunder shall fall due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be.

(c) Default Rate. On and after the occurrence of an Event of Default, until the time when such Event of Default shall have been cured or waived by the Required Lenders or all

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the Lenders (as required by this Agreement), the Borrower shall pay interest on the aggregate, outstanding principal amount of all Obligations owing hereunder at a per annum rate equal to the interest rate that would otherwise apply pursuant to Section 2.01(e), plus 2.00% (the “Default Rate”) payable on demand. Overdue interest shall itself bear interest at the Default Rate applicable to Base Rate Loans, and shall be compounded with the principal Obligations daily, to the fullest extent permitted by applicable Laws.

(d) Application of Payments. Except as otherwise expressly provided herein, all payments hereunder shall be applied first to unpaid fees, costs and expenses then due and payable under this Agreement or the other Credit Documents, second to accrued interest then due and payable under this Agreement or the other Credit Documents, and finally to reduce the principal amount of outstanding Loans and L/C Borrowings.

(e) Failure to Pay the Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower at least one Business Day prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent shall be entitled to assume that the Borrower has made or will make such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be paid to the Lenders on such due date an amount equal to the amount then due such Lenders. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a per annum rate equal to (i) the Federal Funds Rate for the first three days and (ii) the rate applicable to Base Rate Loans thereafter. A certificate of the Administrative Agent submitted to any Lender with respect to any amount owing by such Lender under this Section 2.07(e) shall be conclusive absent manifest error.

SECTION 2.08. Loan Accounts; Notes. (a) Loan Accounts. The obligation of the Borrower to repay the Loans made to it by each Lender and to pay interest thereon at the rates provided herein shall be evidenced by an account or accounts maintained by such Lender on its books (individually, a “Loan Account”), except that any Lender may request that its Loans be evidenced by a note or notes pursuant to Section 2.08(b) and Section 2.08(c). Each Lender shall record in its Loan Accounts (i) the date and amount of each Loan made by such Lender, (ii) the interest rates applicable to each such Loan and the effective dates of all changes thereto, (iii) the Interest Period for each LIBOR Loan, (iv) the date and amount of each principal and interest payment on each Loan and (v) such other information as such Lender may determine is necessary for the computation of principal and interest payable to it by the Borrower hereunder; provided, however, that any failure by a Lender to make, or any error by any Lender in making, any such notation shall not affect the Borrower’s Obligations. The Loan Accounts shall be conclusive absent manifest error as to the matters noted therein. In addition to the Loan Accounts, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control.

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(b) Revolving Loan Notes, Term B Notes and Term C Notes. If any Lender so requests, such Lender’s Revolving Loans, Term B Loans or Term C Loans, as the case may be, shall be evidenced by a Revolving Loan Note, a Term B Note or a Term C Note, as applicable, in the respective forms of Exhibit E-1, Exhibit E-2 and Exhibit E-3 hereto. Each such Note shall be (i) payable to the order of such Lender, (ii) in the amount of such Lender’s Revolving Loan Commitment, Term B Commitment or Term C Commitment, as applicable, (iii) dated the Effective Date and (iv) otherwise appropriately completed. The Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Revolving Loan Note, Term B Note or Term C Note, as applicable, the date and amount of each Revolving Loan, Term B Loan or Term C Loan, as the case may be, made by such Lender and of each payment or prepayment of principal thereon made by the Borrower, and agrees that all such notations shall be conclusive absent manifest error with respect to the matters noted; provided, however, that any failure by a Lender to make, or any error by any Lender in making, any such notation shall not affect the Borrower’s Obligations. The Borrower further authorizes each Lender to attach to and make a part of such Lender’s Revolving Loan Note, Term B Note or Term C Note, as applicable, continuations of the schedule attached thereto as necessary.

(c) Swing Line Notes. The Swing Line Lender’s Swing Line Loans shall be evidenced by a promissory note in the form of Exhibit F hereto (individually, a “Swing Line Note”) which note shall be (i) payable to the order of the Swing Line Lender, (ii) in the amount of the Swing Line Lender’s Swing Line Loans, (iii) dated the Effective Date and (iv) otherwise appropriately completed.

SECTION 2.09. Loan Funding Revolving Loan. (a) Lender Funding and Disbursement to the Borrower. Each Revolving Lender shall, before 1:00 p.m. on the date of each Revolving Loan Borrowing, make available to the Administrative Agent at the Administrative Agent’s office specified in Schedule VII, in same day or immediately available funds, such Lender’s Revolving Proportionate Share of such Borrowing. Each Term B Lender shall, before 1:00 p.m. on the date of Term B Borrowing, make available to the Administrative Agent at the Administrative Agent’s office specified in Schedule VII, in same day or immediately available funds, such Lender’s ratable share of such Borrowing based on such Lender’s Term B Commitment. Each Term C Lender shall, before 1:00 p.m. on the date of the Term C Borrowing, make available to the Administrative Agent at the Administrative Agent’s office specified in Schedule VII, in same day or immediately available funds, such Lender’s ratable share of such Borrowing based on such Lender’s Term C Commitment. After the Administrative Agent’s receipt of such funds and upon satisfaction of the applicable conditions set forth in Section 3.02 (and, if such Borrowing is the initial Credit Extension, Section 3.01), the Administrative Agent shall promptly make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Wachovia Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower; provided, however, that if, on the date of a Revolving Loan Borrowing there are Swing Line Loans and/or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

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(b) Lender Failure to Fund. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent the amount of such Lender’s Loan to be made as part of such Borrowing, the Administrative Agent shall be entitled to assume that such Lender has made or will make such amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.09(a), and the Administrative Agent may on such date, in reliance upon such assumption, disburse or otherwise credit to the Borrower a corresponding amount. If any Lender does not make the amount of such Lender’s Loan to be made as part of any Borrowing available to the Administrative Agent on or prior to the date of such Borrowing, such Lender shall pay to the Administrative Agent, on demand, interest which shall accrue on such amount from the date of such Borrowing until such amount is paid to the Administrative Agent at rates equal to (i) the daily Federal Funds Rate during the period from the date of such Borrowing through the third Business Day thereafter and (ii) the rate applicable to Base Rate Loans thereafter. A certificate of the Administrative Agent submitted to any Lender with respect to any amount owing by such Lender under this Section 2.09(b) shall be conclusive absent manifest error with respect to such amount. If the amount of any Lender’s Loan to be made as part of any Borrowing is not paid to the Administrative Agent by such Lender within three Business Days after the date of such Borrowing, the Borrower shall repay such amount to the Administrative Agent, on demand, together with interest thereon, for each day from the date such amount was disbursed to the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to the Loans comprising such Borrowing.

(c) Lenders’ Obligations Several. The failure of any Lender to make the Loan to be made by it as part of any Borrowing or to fund participations in Letters of Credit and Swing Line Loans shall not relieve any other Lender of its obligation hereunder to make its Loan as part of such Borrowing or fund its participations in Letters of Credit and Swing Line Loans, but no Lender shall be obligated in any way to make any Loan or fund any participation in Letters of Credit or Swing Line Loans which another Lender has failed or refused to make or otherwise be in any way responsible for the failure or refusal of any other Lender to make any Loan required to be made by such other Lender on the date of any Borrowing or to fund any participation required to be funded by such other Lender.

SECTION 2.10. Pro Rata Treatment. (a) Borrowings, Commitment Reductions. Except as otherwise provided herein:

(i) Each Revolving Loan Borrowing and reduction of the Revolving Loan Facility Commitment shall be made or shared among the Revolving Lenders pro rata according to their respective Revolving Proportionate Shares;

(ii) Each payment of principal on Loans in any Borrowing shall be shared among the Lenders which made or funded the Loans in such Borrowing pro rata according to the respective unpaid principal amounts of such Loans then owed to such Lenders;

(iii) Each payment of interest on Loans in any Borrowing shall be shared among the Lenders which made or funded the Loans in such Borrowing pro rata according to (A) the respective unpaid principal amounts of such Loans so made or funded by such Lenders and (B) the dates on which such Lenders so made or funded such Loans;

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(iv) Each payment of Letter of Credit fees and Commitment Fees payable under Sections 2.02(i) and (j) and Section 2.05(b) shall be shared among the Revolving Lenders with Revolving Loan Commitments (except for Defaulting Lenders) pro rata according to (A) their respective Revolving Proportionate Shares and (B) in the case of each Revolving Lender which becomes a Revolving Lender hereunder after the date hereof, the date upon which such Lender so became a Revolving Lender;

(v) Each payment of interest (other than interest on Loans) shall be shared among the Lenders and the Administrative Agent owed the amount upon which such interest accrues pro rata according to (A) the respective amounts so owed such Lenders and the Administrative Agent and (B) the dates on which such amounts became owing to such Lenders and the Administrative Agent; and

(vi) All other payments under this Agreement and the other Credit Documents (including, without limitation, fees paid in connection with any amendment, consent, waiver or the like) shall be for the benefit of the Person or Persons specified.

(b) Sharing of Payments. If any Lender, other than as elsewhere provided in this Agreement or any other Credit Document, 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 the participations in L/C Obligations or in Swing Line Loans held by it, in excess of its ratable share of payments on account of the Loans and the L/C Obligations obtained by all Lenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Loans and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase shall be rescinded and each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (i) the amount of such other Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

SECTION 2.11. Change of Circumstances. (a) Inability to Determine Rates. If, on or before the first day of any Interest Period for any LIBOR Loan, (i) the LIBOR Rate for such Interest Period cannot be adequately and reasonably determined for any Appropriate Lender due to the unavailability of funds in or other circumstances affecting the London interbank market (and such Lender shall so advise the Administrative Agent) or (ii) the rate of interest for such Loan does not adequately and fairly reflect the cost to any Appropriate Lender of making or maintaining such LIBOR Loan (and such Lender shall so advise the Administrative Agent), the

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Administrative Agent shall immediately give notice of such condition to the Borrower and the other Appropriate Lenders. After the giving of any such notice and until the circumstances giving rise to such condition no longer exist, the Borrower’s right to request the making of, or conversion to a new Interest Period for, LIBOR Loans shall be suspended. Any LIBOR Loans outstanding at the commencement of any such suspension shall be converted at the end of the then-current Interest Period for such LIBOR Loans into Base Rate Loans, as the case may be, unless such suspension has then ended.

(b) Illegality. If, after the date of this Agreement, the adoption of any Governmental Rule, any change in any Governmental Rule or the application or requirements thereof (whether such change occurs in accordance with the terms of such Governmental Rule as enacted, as a result of amendment or otherwise), any change in the interpretation or administration of any Governmental Rule by any Governmental Authority, or compliance by any Lender with any request or directive (whether or not having the force of law) of any Governmental Authority (a “Change of Law”) shall make it unlawful or impossible for any Lender to make or maintain any LIBOR Loan, such Lender shall immediately notify the Administrative Agent and the Borrower of such Change of Law. Upon receipt of such notice, (i) the Borrower’s right to request the making of, or conversion to a new Interest Period for, LIBOR Loans shall be terminated and (ii) the Borrower shall, at the request of such Lender, either (A) pursuant to Section 2.01(f) convert any such then-outstanding LIBOR Loans into Base Rate Loans at the end of the current Interest Period for such LIBOR Loans or (B) immediately repay or convert any such LIBOR Loans if such Lender shall notify the Borrower that such Lender may not lawfully continue to fund and maintain such LIBOR Loans. Any conversion or prepayment of LIBOR Loans made pursuant to the preceding sentence prior to the last day of an Interest Period for such LIBOR Loans shall be deemed a prepayment thereof for purposes of Section 2.13. After any Lender notifies the Administrative Agent and the Borrower of such a Change of Law and until it is no longer unlawful or impossible for such Lender to make or maintain a LIBOR Loan, all Revolving Loans of such Lender shall be Base Rate Loans.

(c) Increased Costs. If, after the date of this Agreement, any Change of Law:

(i) Shall subject any Lender to any tax, duty or other charge with respect to any LIBOR Loan, or shall change the basis of taxation of payments by the Borrower to any Lender on such a LIBOR Loan or in respect to such a LIBOR Loan under this Agreement (except for changes in the rate of taxation on the overall net income of any Lender imposed by a jurisdiction as a result of a present or former connection between the Lender and the jurisdiction imposing such tax levy); or

(ii) Shall impose, modify or hold applicable any reserve (excluding any Reserve Requirement or other reserve to the extent included in the calculation of the LIBOR Rate for any Loans), special deposit or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances or loans by, or any other acquisition of funds by any Lender for any LIBOR Loan; or

(iii) Shall impose on any Lender any other condition related to any LIBOR Loan or any of such Lender’s Commitments,

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and the effect of any of the foregoing is to increase the cost to such Lender of making, renewing, or maintaining any such LIBOR Loan or any of its Commitments or to reduce any amount receivable by such Lender hereunder; then the Borrower shall from time to time, within five Business Days after demand by such Lender, pay to such Lender additional amounts sufficient to reimburse such Lender for such increased costs or to compensate such Lender for such reduced amounts. A certificate setting forth in reasonable detail the amount of such increased costs or reduced amounts, submitted by such Lender to the Borrower shall be conclusive absent manifest error. The obligations of the Borrower under this Section 2.11(c) shall survive the payment and performance of the Obligations and the termination of this Agreement. No Lender may establish or change its Euro-Dollar Lending Office with the result that Borrower has greater payment obligations to such Lender than if such Lender chose another of its euro-dollar lending offices unless such Lender waives the Borrower’s liability to the extent of such greater payment obligations.

(d) Capital Requirements. If, after the date of this Agreement (i) any Change of Law affects the amount of capital required or expected to be maintained by any Lender or any Person controlling such Lender (a “Capital Adequacy Requirement”) and (ii) the amount of capital maintained by such Lender or such Person which is attributable to or based upon the Loans, the Letters of Credit, the Commitments or this Agreement must be increased as a result of such Capital Adequacy Requirement (taking into account such Lender’s or such Person’s policies with respect to capital adequacy), the Borrower shall pay to such Lender or such Person, within five Business Days after demand of such Lender, such amounts as such Lender or such Person shall determine are necessary to compensate such Lender or such Person for the increased costs to such Lender or such Person of such increased capital. A certificate setting forth in reasonable detail the amount of such increased costs, submitted by any Lender to the Borrower shall be conclusive absent manifest error. The obligations of the Borrower under this Section 2.11(d) shall survive the payment and performance of the Obligations and the termination of this Agreement.

SECTION 2.12. Taxes on Payments. (a) Payments Free of Taxes. Any and all payments by or for the account of Borrower hereunder, or in respect of this Agreement or any other Credit Document, shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding net income taxes (and franchise taxes imposed in lieu thereof) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction imposing such tax levy, impost or withholding or any Governmental Authority, political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under this Agreement being hereinafter referred to as “Taxes”). If Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under this Agreement or other Credit Documents to any Lender, (i) Borrower shall make all such deductions or withholdings, (ii) Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority, taxation authority or other authority in accordance with applicable law and (iii) the sum payable by Borrower shall be increased as may be necessary so that after Borrower and such Lender, as the case may be, have made all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.12) the

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Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, provided that Borrower shall not be required to pay any additional amounts in respect of any Taxes pursuant to this paragraph (a) to the extent that (i) such Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under the other Credit Documents to a Lender which is not organized under the laws of the US or a state thereof (including the District of Columbia) at the time such Lender becomes a party to the Credit Documents (or designates a new lending office outside the US or after becoming a party to the Credit Documents becomes organized under laws outside the US or a state thereof) or is attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with delivery of appropriate documentation in accordance with Section 2.12(e) hereof, except to the extent that (x) such Lender (or its Assignee Lender, if any) was entitled, at the time of designation of a new lending office outside the US or a state thereof (or at the time of assignment to the Assignee Lender), to receive additional amounts from the Borrower with respect to such Taxes or (y) such Lender is an Assignee Lender and/or replacement Lender, as the case may be, becoming a party to the Credit Documents at the Borrower’s request. Subject to no continuing Event of Default, the Borrower shall be permitted to replace any Lender whose withholding obligations change such that a Lender is entitled to receive additional amounts from the Borrower with respect to such Taxes as a result of a Change in Law after the Effective Date in accordance with Section 2.15 of this Agreement (unless such Lender confirms to the Borrower that it will not seek any such additional amounts) or (ii) the obligation to pay such indemnity payment or additional amounts would not have arisen but for a failure by such Lender to comply with the provisions of subsection (e) of this section when applicable.

(b) Other Taxes. In addition, Borrower shall pay to the relevant Governmental Authority or taxing authority in accordance with applicable law, and indemnify and hold the Administrative Agent and Lenders harmless from any present or future stamp, documentary, excise, intangible, property, mortgage recording or similar taxes, charges or levies that arise from the delivery or registration of, performance under, or otherwise with respect to, this Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”).

(c) Indemnity. Borrower shall indemnify each Lender and the Administrative Agent for and hold them harmless against the full amount of Taxes and Other Taxes, and for the full amount of taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.12, imposed on or paid by such Lender or the Administrative Agent (as the case may be) and any liability (including Governmental Charges, penalties, additions to tax, interest and expenses, other than to the extent arising as a result of the Lender’s or Administrative Agent’s gross negligence or willful misconduct) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor.

(d) Tax Receipt. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing such payment.

(e) Withholding Exemption Certificates. Within 30 days after becoming a party hereto and on or before the date, if any, such Lender (or participant, as applicable) changes

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its applicable lending office by designating a different lending office, and from time to time thereafter as reasonably requested in writing by Administrative Agent or Borrower (but only so long thereafter as such Lender remains lawfully able to do so): (i) each Lender that is a US Person that is not a “domestic” corporation (as defined in IRC Section 7701) shall provide each of the Administrative Agent and Borrower with one original US Internal Revenue Service Form W-9, or any successor or other form prescribed by the US Internal Revenue Service, properly completed and duly executed by an Officer, and satisfactory to the Administrative Agent and Borrower and (ii) each Lender that is organized under the laws of a jurisdiction outside the US shall provide each of the Administrative Agent and Borrower with either: (A) two original US Internal Revenue Service Forms W-8ECI, W-8BEN or W-8IMY, as appropriate, or any successor or other form prescribed by the US Internal Revenue Service, properly completed and duly executed by an officer, and reasonably satisfactory to the Administrative Agent and Borrower or (B) a certificate that it is not (i) a “bank” (as defined in IRC Section 881(c)(3)(A)), (ii) a 10% shareholder (within the meaning of IRC Section 871(h)(3)(B)) of Borrower or (iii) a controlled foreign corporation related to Borrower (within the meaning of IRC Section 864(d)(4)), and two original US Internal Revenue Service Form W-8BEN or Form W-8IMY, as appropriate, or any successor or other form prescribed by the US Internal Revenue Service, properly completed and duly executed by an officer, reasonably satisfactory to the Administrative Agent and Borrower. Each Lender shall deliver such new forms and documents prescribed by the US Internal Revenue Service upon the expiration or obsolescence of any previously delivered forms or other documents referred to in this Section 2.12, or after the occurrence of any event requiring a change in the most recent forms or other documents delivered by such Lender. Such Lender shall promptly provide written notice to each of the Administrative Agent and Borrower at any time it determines that it is no longer in a position to provide any previously delivered form or other document (or any other form of certification adopted by the US Internal Revenue Service for such purpose). Each Lender providing one or more forms or certificates pursuant to this subsection (e) hereby represents, covenants and warrants the accuracy of the information provided therein.

(f) Tax Returns. Nothing contained in this Section 2.12 shall require any Lender or the Administrative Agent to make available any of its tax returns or any other information that it deems to be confidential or proprietary. Nothing herein contained shall interfere with the rights of each Lender to arrange its tax affairs in whatever manner it thinks fit and, in particular, each Lender shall be under no obligation to claim credit, relief, remission or repayment from or against its corporate profits or similar tax liability in respect of the amount of such deduction or withholding in priority to any other claims, reliefs, credits or deductions available to it or to disclose any information relating to its tax affairs.

(g) Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes (or a credit therefor) as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.12, it shall pay to the Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.12 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or any such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the

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Borrower, upon the request of the Administrative Agent or any such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or any such Lender in the event the Administrative Agent or any such Lender is required to repay such refund to such Governmental Authority. This Section 2.12(g) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

SECTION 2.13. Funding Loss Indemnification. If the Borrower shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan for which a Notice of Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), the Borrower shall, within five Business Days after demand by any Lender, reimburse such Lender for and hold such Lender harmless from all costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure. The Borrower understands that such costs and losses may include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under this Section 2.13 shall deliver to the Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to the Borrower shall be conclusive absent manifest error. The obligations of the Borrower under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

SECTION 2.14. Security. (a) Security Documents. (i) Chiquita Security Documents. The Chiquita Secured Obligations, together with the Guarantees thereof by the Parent Guarantor and the Chiquita Subsidiary Guarantors, shall be secured by the Liens created by and as specified in the Chiquita Security Documents; provided that no Subsidiary of Holdings shall guarantee or grant any Lien to secure any liabilities or obligations of Holdings (including, without limitation, the obligations and liabilities of Holdings under any of the Credit Documents); provided further that each document or instrument required to be filed, registered, or recorded to register or perfect security interests in Non-US jurisdictions shall be limited to those jurisdictions in which any CBII Entity (other than the Fresh Express Entities) generates Significant Revenue; provided even further that (A) no filings, registrations, or recordings shall be undertaken in those Non-US jurisdictions where in the Administrative Agent’s reasonable discretion the value of the Chiquita Collateral pledged as security for the Chiquita Secured Obligations is not materially significant in relation to the costs of the filings, registrations, or recordings, (B) the Equity Securities of Landec and/or Equity Securities and assets of American Produce Company shall not be required to be pledged as security for the Chiquita Secured Obligations and (C) as long as no Event of Default has occurred and is continuing, no lock box, blocked account, dominion of funds arrangements, and/or control agreements shall be required in respect of the Chiquita Collateral pledged as security for the Chiquita Secured Obligations (except as otherwise expressly provided in Section 2.06(c)(iii) hereof).

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(ii) Fresh Express Security Documents. The Fresh Express Secured Obligations, together with the Guarantees thereof by the Fresh Express Subsidiary Guarantors, shall be secured by the Liens created by and as specified in the Fresh Express Security Documents; provided that no Subsidiary of Holdings shall guarantee or grant any Lien to secure any liabilities or obligations of Holdings (including, without limitation, the obligations and liabilities of Holdings under any of the Credit Documents); and provided further that as long as no Event of Default has occurred and is continuing, no lock box, blocked account, dominion of funds arrangements, and/or control agreements shall be required in respect of the Fresh Express Collateral pledged as security for the Fresh Express Secured Obligations (except as expressly provided in Section 2.06(c)(iii) hereof).

(iii) Lender Rate Contracts. So long as the terms thereof are in compliance with this Agreement, each Lender Rate Contract shall be secured (but on a silent basis, so that notwithstanding any other provision, if any, in this Agreement, no holders of Lender Rate Contracts shall be able to take any action in respect of the Chiquita Collateral nor instruct the Required Lenders to take any action in respect of the Chiquita Collateral until such time as the Obligations have been paid in full) by the Lien of the Chiquita Security Documents.

(b) Further Assurances. The Borrower shall deliver, and shall cause each of its US Subsidiaries, each of its Significant Non-US Subsidiaries (other than GWF and its Subsidiaries), each of the Fresh Express Entities, and CBII to deliver to the Administrative Agent, and if, applicable, to execute, acknowledge, deliver, record, re-record, file, re-file, register or register such additional security agreements, mortgages, trust deeds, deeds of trust, deeds to secure debt, pledge agreements, guarantee agreements, and other instruments, agreements, certificates, opinions and documents (including Uniform Commercial Code financing statements and, in respect of the Fresh Express Collateral, fixture filings) as the Administrative Agent may request to effectuate the terms under and in accordance with the Security Documents and thereby to:

(i) (A) grant, maintain, protect and evidence security interests and Liens in favor of the Administrative Agent, (B) perfect security interests in favor of the Administrative Agent that may be perfected solely by filing Uniform Commercial Code financing statements or, in respect of the Fresh Express Collateral, fixture filings (but no crop, timber, mineral, or other similar filings) in the central filing office of the state of organization of the Borrower, CBII and US Subsidiaries (or in the case of a fixture filing, in the proper office for the filing of real estate records in the city or county in which the Property related to such filing is located), and (C) perfect security interests in favor of the Administrative Agent that may be perfected solely by filing the Intellectual Property Security Agreement (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office, in each case, for the benefit of the Administrative Agent and the Lenders, in any or all present and future property of the Borrower, US Subsidiaries, Significant Non-US Subsidiaries (other than GWF and its Subsidiaries), Non-US Subsidiaries of the Companies, and CBII which would constitute Collateral under and in accordance with the terms of the Security Documents prior to the Liens or other interests of any Person, except to the extent Permitted Liens have priority; and

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(ii) otherwise establish, maintain, protect and evidence the rights provided to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, under and in accordance with the terms of the Security Documents;

provided, however, that (1) with respect to the Chiquita Collateral, notwithstanding anything to the contrary in this Agreement or in any of the Chiquita Security Documents (and recognizing the supremacy of this proviso over any conflicting provision of this Agreement in respect of the Chiquita Collateral or any Chiquita Security Document), the parties to this Agreement covenant and agree that: (A) no filings, registrations, or recordings shall be undertaken in those Non-US jurisdictions where the Administrative Agent determines in its reasonable discretion that the value of the Chiquita Collateral pledged as security for the Chiquita Secured Obligations is not materially significant in relation to the costs of the filings, registrations, or recordings, (B) the Equity Securities of Landec and/or Equity Securities and assets of American Produce Company shall not be required to be pledged as security for the Chiquita Secured Obligations, (C) as long as no Event of Default has occurred and is continuing, no lock box, blocked account, dominion of funds arrangements, and/or control agreements shall be required in respect of the Chiquita Collateral pledged as security for the Chiquita Secured Obligations (except as otherwise expressly provided in Section 2.06(c)(iii) hereof), (D) regardless of whether this Agreement or any other Credit Document requires the Lenders to deliver one or more Chiquita Security Documents to perfect a Lien, the only Chiquita Security Documents that are in fact required to be delivered are those that the Administrative Agent reasonably determines are necessary or desirable in order to perfect a Lien on that portion of the Chiquita Collateral on which this Agreement obligates the Loan Parties to provide a perfected first priority Lien (subject to Permitted Liens having priority), which is and shall be limited to (v) all now owned and hereafter acquired tangible and intangible personal property assets of CBII, Borrower, and US Subsidiaries (other than any Fresh Express Entity) in which a security interest (a) may be perfected by filing financing statements (but not fixture, crop, timber, mineral, or other similar filings) in the applicable filing offices or (b) upon the occurrence and during the continuance of an Event of Default, may be perfected by lock box, blocked account dominion of funds arrangement, and/or control agreements as the Administrative Agent shall deem advisable in the best interest of the Lenders, (w) the Chiquita Trademarks owned by the Borrower in the US (which Chiquita Trademarks owned by the Borrower constitute all material Chiquita Trademarks consisting of trademarks), (x) those Chiquita Trademarks described on Schedule VI in the jurisdictions listed on such schedule, (y) the Pledged Equity Securities of the Pledged Persons pledged pursuant to the Chiquita Pledge Agreements and (z) the Chiquita Pledged Intercompany Notes pledged pursuant to the Chiquita Security Agreements and (E) on the terms of and subject to clauses (C) and (D), the representations, warranties, covenants, and other provisions of this Agreement and other Credit Documents shall, as applicable, be interpreted to recognize that the Liens are to be perfected in only the above-described portion of the Chiquita Collateral; and (2) with respect to the Fresh Express Collateral, notwithstanding anything to the contrary in this Agreement or in any of the Fresh Express Security Documents (and recognizing the supremacy of this proviso over any conflicting provision of this Agreement in respect of the Fresh Express Collateral or any Fresh Express Security Document), the parties to this Agreement covenant and agree that: (A) no filings, registrations, or recordings shall be undertaken in those Non-US jurisdictions where the Administrative Agent determines in its reasonable discretion that the value of the Fresh Express Collateral pledged as security for the Fresh Express Secured Obligations is not materially significant in relation to the costs of the filings, registrations, or recordings, (B) as

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long as no Event of Default has occurred and is continuing, no lock box, blocked account, dominion of funds arrangements, and/or control agreements shall be required in respect of the Fresh Express Collateral pledged as security for the Fresh Express Secured Obligations (except as otherwise expressly provided in Section 2.06(c)(iii) hereof), (C) regardless of whether this Agreement or any other Credit Document requires the Lenders to deliver one or more Fresh Express Security Documents to perfect a Lien, the only Fresh Express Security Documents that are in fact required to be delivered are those that the Administrative Agent reasonably determines are necessary or desirable in order to perfect a Lien on that portion of the Fresh Express Collateral on which this Agreement obligates the Loan Parties to provide a perfected first priority Lien (subject to Permitted Liens having priority), which is and shall be limited to (u) all tangible and intangible personal or real property assets of the Fresh Express Entities owned as of the Effective Date (including the Clayton County Property and the IRB Properties) and, to the extent permitted by the terms of the Existing Indenture and the Senior Notes Indenture, thereafter acquired in which a security interest (a) may be perfected by filing financing statements (including fixture filings but not crop, timber, mineral, or other similar filings) in the applicable filing offices, (b) may be perfected by recording Mortgages or (c) upon the occurrence and during the continuance of an Event of Default, may be perfected by lock box, blocked account, dominion of funds arrangement, and/or control agreements as the Administrative Agent shall deem advisable in the best interest of the Lenders, (v) the Pledged Equity Securities of the Pledged Persons pledged pursuant to the Fresh Express Pledge Agreements, (w) the Fresh Express Pledged Intercompany Notes pledged pursuant to the Fresh Express Security Agreements, (x) the Fresh Express Trademarks owned by the Fresh Express Entities in the US (which Fresh Express Trademarks owned by the Fresh Express Entities constitute all material Fresh Express Trademarks consisting of trademarks), (y) the Properties subject to the Mortgages and (z) those Fresh Express Trademarks described on Schedule VI in the jurisdictions listed on such schedule, and (D) on the terms and subject to clauses (B) and (C), the representations, warranties, covenants, and other provisions of this Agreement and other Credit Documents shall, as applicable, be interpreted to recognize that the Liens are to be perfected in only the above-described portion of the Fresh Express Collateral. If an Event of Default occurs and is continuing, the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, may take additional steps to perfect (and to require the Borrower to assist in perfecting) Liens on the Collateral.

(c) German and Dutch Parallel Security and Parallel Obligations. For the purposes of taking and ensuring the continuing validity of security under those Security Documents subject to the laws of (or to the extent affecting assets situated in) Germany or The Netherlands (the “Parallel Security”), the parties hereto agree that notwithstanding any contrary provision in any of the Credit Documents:

(i) the Borrower undertakes (such undertakings are referred to hereinafter as the “Parallel Obligations”) to pay to the Administrative Agent, without duplication and when due, amounts equal to all present and future amounts owing by the Borrower to any Lender under any of the Credit Documents (other than any Obligations owing to the Term C Lenders) (the “Lender Obligations”);

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(ii) the Administrative Agent shall have its own independent right, subject to the terms and conditions of this Agreement, to demand payment of the Parallel Obligations when due;

(iii) the Parallel Obligations shall not limit or affect the existence of the Lender Obligations to a Lender, for which such Lender shall have an independent right, subject to the terms and conditions of this Agreement, to demand payment when due;

(iv) notwithstanding paragraphs (ii) and (iii), payment by the Borrower of its Parallel Obligations to the Administrative Agent shall to the same extent decrease and be a good discharge of the corresponding Lender Obligations owing to the relevant Lender and payment by the Borrower of its Lender Obligations to the relevant Lender shall to the same extent decrease and be a good discharge of the corresponding Parallel Obligations owing by the Borrower to the Administrative Agent;

(v) the Parallel Obligations are owed to the Administrative Agent in its own name and not as agent or representative of any other person nor as trustee and the Parallel Security shall secure the Parallel Obligations so owing; and

(vi) without limiting or affecting the Administrative Agent’s right to protect, preserve or enforce its rights under any Security Document, the Administrative Agent undertakes to each Lender not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Lender.

(d) Release of Collateral. (i) Release of Chiquita Collateral. Upon termination of the Revolving Loan Commitments, the Term B Commitments, the Chiquita Secured Obligations, the Guarantees in respect thereof and all other Chiquita Secured Obligations payable under this Agreement and under the other Credit Documents (other than any Unaccrued Indemnity Claims), as long as no Event of Default has occurred and is continuing and such Obligations have not been accelerated, the Liens granted to or held by the Administrative Agent upon any Chiquita Collateral shall be released even though obligations on or under the Lender Rate Contracts remain outstanding.

(ii) Release of Fresh Express Collateral. Upon termination of the Term C Commitments and the payment in full of all Fresh Express Secured Obligations, the Guarantees in respect thereof and all other Fresh Express Secured Obligations payable under this Agreement and under the other Credit Documents (other than any Unaccrued Indemnity Claims), as long as no Event of Default has occurred and is continuing and such Obligations have not been accelerated, the Liens granted to or held by the Administrative Agent upon any Fresh Express Collateral shall be released.

SECTION 2.15. Replacement of the Lenders. If (a) any Lender shall become a Defaulting Lender more than one time in a period of 12 consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five Business Days at any time, (c) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a) or (b), (d) any Lender shall demand any payment under Sections 2.11(c), 2.11(d) or 2.12 or (e) any Lender’s right to payment under Section 2.12 changes as a result of a Change in Law (unless

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such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), then, if no Event of Default shall have occurred and then be continuing, the Administrative Agent (i) may replace such Lender (the “affected Lender”), or cause such affected Lender to be replaced or (ii) upon the written request of the Borrower, the Administrative Agent shall cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in clauses (a) through (d) of this Section 2.15), by having the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right, it must do so within 120 days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event or events giving rise to Lender’s right to payment under Section 2.12) after the Borrower first receives notice of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a replacement Lender). Upon receipt by any affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or Borrower is exercising the replacement right set forth in this Section 2.15, such affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of the affected Lender’s Loans so sold and assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Date.

SECTION 2.16. Increases of the Revolving Loan Commitment; Adjustments to Revolving Loan Commitment. (a) Increases of Revolving Loan Commitment. (i) Following the Effective Date, the Borrower may from time to time through the Revolving Loan Maturity Date, propose to increase the aggregate amount of the Revolving Loan Commitment in accordance with this Section 2.16; provided that (A) no Event of Default has occurred and is continuing (or shall occur as a result of the Increased Revolving Loan Commitment (as defined below), and (B) the Borrower shall be in pro forma compliance with all covenants set forth in Sections 5.02(a) and (b) of this Agreement, and in Pro Forma Compliance with the Financial Covenants.

(ii) The aggregate principal amount of the increases to the Revolving Loan Commitment made pursuant to this Section 2.16 (the amount of any such increase, the “Increased Revolving Loan Commitment”), shall not exceed $50,000,000. The Borrower shall provide at least 30 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Revolving Lenders) of any requested Increased Revolving Loan Commitment.

(b) Adjustment to Revolving Loan Commitment. (i) Each Revolving Lender shall have the right (but not the obligation), for a period of 10 days following receipt of the notice referred to in Section 2.16(a), to elect by written notice to the Borrower and the

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Administrative Agent to participate in the Increased Revolving Loan Commitment pro rata according to its then-respective Revolving Proportionate Share. No Revolving Lender which fails to respond shall be deemed to have elected to increase its Revolving Loan Commitment in response to a notice by the Borrower under this Section 2.16.

(ii) If any Revolving Lender party to this Agreement (whether at the Effective Date or by assignment thereafter) elects not to increase its Revolving Loan Commitment pro rata according to its Revolving Proportionate Share pursuant to clause (i), the Borrower may designate one or more other lenders which qualify as Eligible Assignees (which may be, but need not be, existing Revolving Lenders) which at the time agrees to (A) in the case of any such designated Revolving Lender that is an existing Revolving Lender, increase its Revolving Proportionate Share of the Revolving Loan Commitment and (B) in the case of any other such lender (an “Additional Revolving Lender”), become a party to this Agreement. The sum of the increases in the Revolving Proportionate Share of the existing Revolving Lenders pursuant to this clause (ii) plus the new commitments of the Additional Revolving Lenders, if any, shall not in the aggregate exceed the unsubscribed amount of the Increased Revolving Loan Commitment, nor shall the Increased Revolving Loan Commitment exceed the sum of the increases in the Revolving Proportionate Share of the existing Revolving Lenders pursuant to clause (i) and this clause (ii) plus the new commitments of the Additional Revolving Lenders.

(iii) An increase in the aggregate amount of the Revolving Loan Commitment pursuant to this Section 2.16 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower signed by the Borrower, by each Additional Revolving Lender and by each existing Lender whose Revolving Proportionate Share of the Revolving Loan Commitment is to be increased, setting forth the new Revolving Proportionate Share of the Revolving Loan Commitment of such Lenders and setting forth the agreement of each Additional Revolving Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Revolving Loan Commitment, amendments to any Credit Documents reasonably requested by the Administrative Agent in relation to the Increased Revolving Loan Commitment solely to reflect such Increased Revolving Loan Commitment (which amendments the Administrative Agent is hereby authorized to execute on behalf of the Lenders) and such opinions of counsel for the Borrower with respect to the Increased Revolving Loan Commitment and other assurances as the Administrative Agent may reasonably request.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.01. Initial Conditions Precedent. The effectiveness of this Agreement and the obligations of the Lenders to make the Loans comprising the initial Borrowing on or after the Effective Date and of the L/C Issuers to issue Letters of Credit on or after the Effective Date are subject to receipt by the Administrative Agent, on or prior to the Effective Date, of each item listed below, each in form and substance satisfactory to the Administrative Agent, and with sufficient copies for the Administrative Agent and each Lender

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(or, in the case of Section 3.01(g), fulfillment of the conditions specified therein); provided that the Administrative Agent in its sole and absolute discretion may authorize the first Credit Event to occur and condition the occurrence of any one or all subsequent Credit Events on the Administrative Agent and the Borrower entering into the Post Effective Date Requirements Letter Agreement setting forth the terms and dates for post Effective Date compliance with unfulfilled conditions precedent contemplated in this Section 3.01 in respect of Collateral delivery (free from adverse claims) and perfection matters relating to certain of Borrower’s Non-US Subsidiaries and Non-US jurisdictions and the other matters specified therein:

(a) Principal Credit Documents. (i) This Agreement, duly executed by the Borrower, Holdings, each Lender and the Administrative Agent;

(ii) The Notes payable to each Lender requesting a Note in accordance with Section 2.08(b) of this Agreement, each duly executed by the Borrower;

(iii) A Swing Line Note payable to the Swing Line Lender in the principal amount of the Swing Line Sublimit, duly executed by the Borrower;

(iv) A Guarantee Agreement in form and substance satisfactory to the Administrative Agent, duly executed by each Guarantor;

(v) The Security Agreements in form and substance satisfactory to the Administrative Agent, duly executed by Borrower, CBII and each US Subsidiary (including, without limitation, each of the Companies and their respective US Subsidiaries), together with (A) Uniform Commercial Code financing statements of Borrower, CBII and each such US Subsidiary, (B) original promissory notes existing on the Effective Date from CBII to Borrower evidencing intercompany advances (together with any further original promissory notes from time to time evidencing intercompany advances from CBII to the Borrower, collectively, the “Chiquita Pledged Intercompany Notes”) and duly endorsed in blank and (C) original promissory notes evidencing intercompany advances existing on the Effective Date and pledged by the Fresh Express Entities pursuant to the Fresh Express Security Agreements (together with any further original promissory notes from time to time evidencing intercompany advances, collectively, the “Fresh Express Pledged Intercompany Notes”) and duly endorsed in blank;

(vi) Pledge Agreements in form and substance satisfactory to the Administrative Agent, duly executed by each Pledgor, together with original stock certificates or other satisfactory evidence of pledge if and to the extent applicable under local law, representing Equity Securities pledged (collectively, the “Pledged Equity Securities”), as applicable, of each Pledged Person and, as applicable, signed and undated stock powers; and

(vii) The Intellectual Property Security Agreements, in form and substance satisfactory to the Administrative Agent, comprised of the following:

(A) Copyright Security Agreements, duly executed by the Borrower, CBII, each of the Companies and each of the Companies’ US Subsidiaries;

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(B) Trademark Security Agreements, duly executed by the Borrower, each of the Companies and each of the Companies’ US Subsidiaries; and

(C) Patent Security Agreements, duly executed by the Borrower, each of the Companies and each of the Companies’ Subsidiaries.

(b) Borrower Organizational Documents. (i) The certificate of formation or comparable document of the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State of Delaware;

(ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying that (A) attached thereto is a true and correct copy of the Operating Agreement of the Borrower as in effect on the Effective Date; (B) attached thereto is a true and correct copy of a Board Resolution of the Borrower, which authorizes the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby and (C) there are no proceedings for the dissolution or liquidation of the Borrower;

(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying the incumbency, signatures and title of the officers of the Borrower authorized to, and who have acted to, execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower Entities; and

(iv) Certificates of good standing for the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business.

(c) Guarantors, Pledged Persons and Pledgors. (i) The certificate of incorporation, articles of incorporation, certificate of limited partnership, articles of organization or comparable document or available organizational document of each Guarantor, Pledged Person and Pledgor, certified (to the extent available) as of a recent date prior to the Effective Date by the Secretary of State (or comparable public official) of its state or jurisdiction of incorporation or formation;

(ii) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of each Guarantor, Pledged Person and Pledgor, dated the Effective Date, certifying that (A) attached thereto is a true and correct copy of the bylaws, partnership agreement, limited liability company agreement or comparable document (if any) of such Guarantor, Pledged Person and Pledgor, as the case may be, as in effect on the Effective Date; (B) in the case of each Guarantor or Pledgor, attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors or other governing body of such Guarantor or Pledgor, as the case may be (or other comparable enabling action) if applicable and continuing in effect, which authorize the execution, delivery and performance by such Guarantor or Pledgor of the Transaction Documents (in the case of the Parent Guarantor) or Credit Documents (in the case of all other Guarantors and

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Pledgors) to be executed by such Guarantor or Pledgor and the consummation of the transactions contemplated thereby and (C) there are no proceedings for the dissolution or liquidation of such Guarantor, Pledged Person or Pledgor, as the case may be;

(iii) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of or each Guarantor, Pledgor and Pledged Person (except those Persons organized in Bermuda, Germany and Costa Rica as to which available incumbency certifications will be provided), dated the Effective Date, certifying the incumbency, signatures and title of the Persons signing on behalf of such Guarantor, Pledged Person and Pledgor authorized to execute, deliver and perform the Transaction Documents (in the case of the Parent Guarantor) or Credit Documents (in the case of all other Guarantors, Pledged Persons and Pledgors) to be executed by such Guarantor, Pledged Person and Pledgor; and

(iv) A certificate of good standing (or comparable certificate), if available, for each Guarantor, Pledged Person, and Pledgor, certified as of a recent date prior to the Effective Date by the Secretary of State (or comparable public official) of its state or jurisdiction of incorporation or formation.

(d) Financial Statements, Financial Condition. (i) A copy of the unaudited Financial Statement of the Borrower Entities for the fiscal year to date period ended March 31, 2005 (prepared on a consolidated basis), in each case certified by the Chief Accounting Officer or the Chief Financial Officer of the Borrower to present fairly the financial condition, results of operations and other information reflected therein as of the date thereof and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and omission of footnotes and statement of shareholder’s equity);

(ii) A copy of the audited consolidated Financial Statements of the Borrower Entities for the fiscal year ended December 31, 2004 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements);

(iii) A copy of the unaudited Financial Statement of the CBII Entities for the fiscal year to date period ended March 31, 2005 (prepared on a consolidated basis), in each case certified by the Chief Accounting Officer or the Chief Financial Officer of the Borrower to present fairly the financial condition, results of operations and other information reflected therein as of the date thereof and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and omission of footnotes and the statement of shareholders’ equity);

(iv) A copy of the audited consolidated Financial Statements of the CBII Entities for the fiscal year ended December 31, 2004 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements);

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(v) A copy of the audited combined Financial Statements of the Companies and their respective Subsidiaries for the fiscal year ended January 1, 2005 reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements);

(vi) A copy of the most recently completed annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties, certified on behalf of the applicable Loan Party;

(vii) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2009 together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants;

(viii) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, as of the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing (other than a Default which results from a Material Adverse Change of CBII or the Borrower); and

(ix) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuers, the Swing Line Lender or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

(e) Collateral Documents. (i) Such Uniform Commercial Code financing statements (including, (A) where applicable, Uniform Commercial Code fixture filings with respect to each of the Properties and (B) any such filings effecting the assignment of the Uniform Commercial Code financing statements filed to evidence the Lien and security interest granted for the benefit of the Lenders under the Existing Credit Agreement) (appropriately completed and executed, as needed) shall have been filed (or delivered to the Administrative Agent for filing) in such jurisdictions as the Administrative Agent may request to perfect the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents;

(ii) Such Uniform Commercial Code termination statements (appropriately completed and executed) shall have been filed (or delivered to the Administrative Agent for filing) in such jurisdictions as the Administrative Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which have priority over the Liens granted to the Administrative Agent in this Agreement, the

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Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to have such priority and except for any such financing statements that are assigned to the Administrative Agent pursuant to an assignment in form and substance satisfactory to the Administrative Agent;

(iii) Uniform Commercial Code searches from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (e)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which have priority over the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to have such priority or (b) for which the Administrative Agent has received a termination statement pursuant to subsection (e)(ii) above;

(iv) The stock certificates, if applicable, representing (A) 100% of the Equity Securities of the Pledged Persons consisting of the Borrower, GWF, and Chiquita International Limited and each US Subsidiary (including, without limitation, each of the Companies and each of their respective US Subsidiaries) and (B) 100% of the non-voting Equity Securities and 65% of the voting Equity Securities owned by the Pledgor of the Pledged Persons which are Significant Non-US Subsidiaries or Non-US Subsidiaries of the Companies, in each case pledged to the Administrative Agent pursuant to the Pledge Agreements (or any other pledge or security agreement) together with, as applicable, undated stock powers or other instruments of transfer duly executed by any applicable Borrower Entity, in blank and attached thereto (it being understood that the Borrower shall cause each Person required to deliver such stock certificates or other documentation to take such other steps as may be requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable law);

(v) Appropriate documents for filing with the United States Patent and Trademark Office necessary to perfect the security interests granted (x) in the material Chiquita Trademarks (other than immaterial IP owned by any CBII Entity other than the Borrower, any of the Companies or any of the Companies’ Subsidiaries) and (y) the material Fresh Express Trademarks of each of the Companies and each of their respective Subsidiaries, in each case to the Administrative Agent by the Security Documents, all appropriately completed and duly executed by any applicable CBII Entity and, where appropriate, notarized or legalized, as applicable;

(vi) A certificate of CBII or Borrower certifying that the Significant Parties possess all material environmental permits necessary for the conduct of their respective businesses;

(vii) Such other documents, instruments and agreements as the Administrative Agent may reasonably request to establish and perfect the Liens granted to the Administrative Agent in the Collateral pursuant to this Agreement, the Security Documents and the other Credit Documents; and

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(viii) Such other evidence as the Administrative Agent may reasonably request to establish that the Liens granted to the Administrative Agent in the Collateral pursuant to this Agreement, the Security Documents and the other Credit Documents are perfected (to the extent that the Credit Documents obligate the Loan Parties to provide such a perfected first priority Lien) and have priority over the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

(f) Opinions. Favorable written opinions (i) from Taft, Stettinius & Hollister LLP, Skadden, Arps, Slate, Meagher & Flom LLP, Bass, Berry & Sims PLC and counsel (which may be in-house counsel of the CBII Entities) in Bermuda, Cayman Islands, Costa Rica, France, Germany, Guatemala, The Netherlands and certain States of the United States, for applicable Borrower Entities, each dated the Effective Date, addressed to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and covering such customary legal matters as the Administrative Agent may request and otherwise in form and substance satisfactory to the Administrative Agent, (ii) from local counsel in each State of the United States where any of the Properties is located (with respect to the enforceability and perfection of the Mortgages and any related fixture filings), substantially in the form of Exhibit R, each dated as of the Effective Date and addressed to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, with such changes as may be satisfactory to the Administrative Agent and its counsel to account for local law matters, and (iii) from applicable counsel (which may be in-house counsel), with respect to certain corporate matters relating to each mortgagor with respect to the Properties, substantially in the form of Exhibit S, to be delivered to the Administrative Agent for the benefit of the Administrative Agent and the Lenders contemporaneously with the delivery of the opinions referenced in clause (ii) above.

(g) Other Items. (i) To the extent a Borrowing or Letter of Credit is requested on the Effective Date, such Credit Event is subject to the further conditions that:

(A) The Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuers or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement;

(B) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct:

(x) the representations and warranties of the Significant Parties set forth in Article IV of this Agreement and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true in all material respects as of such date and other than a failure to be true and correct which results from a Material Adverse Change in Holdings or the Borrower);

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(y) (i) The representations and warranties of the Seller contained in the Stock Purchase Agreement that are qualified by materiality or Seller Material Adverse Effect (as defined in the Stock Purchase Agreement) and the representations and warranties of Seller contained in Sections 4.4(a) and (b) thereof shall be true and correct on and as such date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of such date and (ii) the representations and warranties of Seller contained in the Stock Purchase Agreement that are not qualified as to materiality or Seller Material Adverse Effect or contained in Sections 4.4(a) and (b) thereof shall be true and correct on and as of such date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of such date, except to the extent that any failures of such representations and warranties in this clause (ii) to be so true and correct, individually or in the aggregate, would not reasonably be expected to have resulted in a Seller Material Adverse Effect; and

(z) No Default has occurred and is continuing or will result from such Credit Event (other than a Default which results from a Material Adverse Change in Holdings or the Borrower);

(ii) Evidence of insurance endorsements or certificates naming the Administrative Agent as lenders’ loss payee, mortgagee and the Administrative Agent and Lenders as additional insureds, as required by Section 5.01(d) of this Agreement;

(iii) Evidence that all existing Liens of the CBII Entities other than Permitted Liens have been or concurrently with the Effective Date are being released;

(iv) A hierarchy report for the CBII Entities, setting forth the relationship among such Persons, certified by the Secretary or an Assistant Secretary of the Borrower confirming the capital structure and ownership structure of the CBII Entities shall be as previously disclosed to the Administrative Agent with any changes thereto satisfactory to the Administrative Agent;

(v) A certificate of the President, Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower, addressed to the Administrative Agent and dated the Effective Date, certifying (x) the items set forth in Section 3.01(g)(i)(B) above and (y) (1) that each of the Significant Subsidiaries (other than the Fresh Express Entities) is and, after the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby, will be Solvent and (2) that the Fresh Express Entities, taken as a whole, are and, after the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby, will be Solvent;

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(vi) Each of the Co-Lead Arrangers shall be reasonably satisfied with (x) the Stock Purchase Agreement (including all schedules and exhibits thereto) (it being understood that the Stock Purchase Agreement as executed on February 22, 2005 and the schedules thereto as of February 22, 2005 are reasonably acceptable to each of the Co-Lead Arrangers) and (y) all other agreements, instruments and documents relating to the Transaction; and the Stock Purchase Agreement and such other agreements, instruments and documents relating to the Transaction shall not be altered, amended or otherwise changed or supplemented or any condition therein waived in any manner that could be materially adverse to the Lenders without the prior written consent of each of the Co-Lead Arrangers;

(vii) The Acquisition shall have been consummated (or shall be consummated simultaneously with the initial Credit Event) in accordance with the terms of the Stock Purchase Agreement and in compliance with applicable law;

(viii) The Co-Lead Arrangers shall be satisfied that all Existing Indebtedness, other than the Surviving Indebtedness, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all commitments related thereto terminated;

(ix) All Governmental Authorizations necessary in connection with the Transaction and the Facilities shall have been obtained and shall remain in effect and all applicable waiting periods shall have expired without any action being taken by any competent Governmental Authority that could reasonably be expected to have a material adverse effect on the ability of the Borrower and the Guarantors to perform their obligations under the Credit Documents;

(x) Holdings shall not have waived any of the material conditions to its obligations to closing under the Stock Purchase Agreement without the consent of each of the Co-Lead Arrangers (which consent shall not be unreasonably withheld);

(xi) All Pre-Commitment Information shall be true, correct and complete in all material respects. No additional information that pertains to the period prior to the execution of the Commitment Letter shall have come to the attention of the Administrative Agent, any of the Co-Lead Arrangers or the Lenders that is inconsistent with the Pre-Commitment Information and could reasonably be expected to have a Material Adverse Effect;

(xii) Holdings shall have received $225,000,000 in gross cash proceeds from the issuance and sale of the Senior Notes;

(xiii) Payment of all fees and expenses payable to the Administrative Agent and the Lenders on or prior to the Effective Date (including all fees payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter);

(xiv) Payment of all fees and expenses of counsel to the Administrative Agent through the Effective Date to the extent the Borrower or Holdings has received an invoice therefor; and

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(xv) Such other evidence as the Administrative Agent or any Lender may reasonably request to establish the material accuracy and completeness of the representations and warranties and the compliance with the terms and conditions contained in this Agreement and the other Credit Documents.

(h) Mortgages. Mortgages duly executed by the appropriate Company or Subsidiary thereof with respect to each of the Properties, together with:

(i) evidence that counterparts of the Mortgages have been either (x) duly recorded on or before the Effective Date or (y) duly executed, acknowledged and delivered in form suitable for filing or recording, in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien, subject to Permitted Liens, on the property described therein in favor of the Administrative Agent pursuant to this Agreement or any other Credit Document and that all filing and recording taxes and fees have been paid;

(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amount acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Credit Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable;

(iii) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policies referred to in subsection (ii) above;

(iv) estoppel certificates executed by all tenants of the Properties; provided, however, that the Borrower shall only be required to use commercially reasonable efforts to obtain such executed estoppel certificates;

(v) evidence of the insurance required by the terms of the Mortgages;

(vi) with respect to the Clayton County Property, a duly executed Landlord Estoppel and Consent Agreement, substantially in the form attached hereto as Exhibit T hereto and otherwise in form and substance reasonably satisfactory to the Administrative Agent along with (x) a memorandum of lease and purchase option in recordable form with respect to the leasehold interest and purchase option created under the Clayton County Lease, executed and acknowledged by the owner of the affected real property, as lessor, or (y)

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evidence that the Clayton County Lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest; and

(vii) such other consents, agreements and confirmations of lessors and third parties as the Administrative Agent may deem necessary or desirable and evidence that all other actions that the Administrative Agent may deem necessary or desirable.

(i) Existing Indebtedness. (i) Taxable Variable Rate Demand Bonds. On or prior to the Effective Date, (A) Fresh Advantage, Inc., a Virginia corporation, shall have irrevocably instructed the trustee under the Taxable Variable Rate Demand Bonds Indenture to redeem 100% of the Taxable Variable Rate Demand Bonds in accordance with the terms of the Taxable Variable Rate Demand Bonds Indenture, for redemption on a date that is not later than 45 days following the Effective Date, (B) the Seller shall have deposited or caused to be deposited in the deposit account (Account # 2000028308766) at Wachovia Bank (the “Fresh Advantage IRB Account”) an amount sufficient to redeem such Taxable Variable Rate Demand Bonds and (C) the Administrative Agent shall have received evidence reasonably satisfactory to it that the matters set forth in this Section 3.01(i)(i) have been satisfied on or prior to the Effective Date.

(ii) Multi-Modal Industrial Development Revenue Bonds. On or prior to the Effective Date, (A) K.C. Salad Real Estate, L.L.C., a Delaware limited liability company, shall have irrevocably instructed The Industrial Development Authority of the County of Clay, as issuer, to redeem 100% of the Multi-Modal Industrial Development Revenue Bonds in accordance with the terms of the Multi-Modal Industrial Development Revenue Bonds Indenture, for redemption on a date that is not later than 45 days following the Effective Date, (B) the Seller shall have deposited or caused to be deposited in the deposit account (Account # 2000028308779) at Wachovia Bank (the “K.C. Salad IRB Account”) an amount sufficient to redeem such Multi-Modal Industrial Development Revenue Bonds and (C) the Administrative Agent shall have received evidence reasonably satisfactory to it that the matters set forth in this Section 3.01(i)(ii) have been satisfied on or prior to the Effective Date.

SECTION 3.02. Conditions Precedent to each Credit Event. The occurrence of each Credit Event (other than the initial Borrowing to the extent occurring as of the Effective Date) is subject to the further conditions that:

(a) The Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuers or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and

(b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct:

(i) The representations and warranties of the Significant Parties set forth in Article IV of this Agreement and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true in all material respects as of such date);

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(ii) No Default has occurred and is continuing or will result from such Credit Event;

(iii) No Material Adverse Change shall have occurred and be continuing;

(iv) Subject to the qualifications set forth in Section 4.01(c), all of the Credit Documents are in full force and effect except any which by their terms were to have expired or have been superseded and any which have been voluntarily terminated; and

(v) The occurrence of such Credit Event shall not violate any provision of, or result in the breach of any contractual obligation under the Existing Indenture and the Senior Notes Indenture and the Administrative Agent, on behalf of the Lenders, shall have received a certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower to such effect.

The submission by the Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by the Borrower that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date of such notice.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Agreement, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders for itself and each of the other Significant Parties as follows and agrees that each of such representations and warranties shall survive until full, complete and indefeasible payment and performance of the Obligations (except that representations or warranties as to information included in Schedules 4.01(n), (q), (w), (z) and (aa) hereto shall apply as of the date provided or the date of the most recent supplement):

(a) Due Incorporation, Qualification. Each of the Significant Parties (i) is a corporation, partnership or limited liability company or similar entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or

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formation; (ii) has the requisite power and authority to own, lease and operate its properties and carry on its business as now conducted and (iii) is duly qualified, licensed to do business and in good standing as a corporation, partnership, limited liability company or other entity, as applicable, in each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license and where the failure to be so qualified or licensed, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

(b) Authority. The execution, delivery and performance by each Loan Party of each Transaction Document executed, or to be executed, by such Loan Party and the consummation of the transactions contemplated thereby (i) are within the corporate, limited liability company or partnership or similar power of such Loan Party and (ii) have been duly authorized by all necessary actions on the part of such Loan Party.

(c) Enforceability. Each Transaction Document executed, or to be executed, by each Loan Party has been, or will be, duly executed and delivered by such Loan Party and constitutes, or will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except (i) as limited by Debtor Relief Laws relating to or affecting the enforcement of creditors’ rights generally and general principles of equity and (ii) as to the effect of Non-US laws which may limit the enforcement of certain provisions of the Credit Documents executed by a Non-US Person provided that the effect thereof does not have a material adverse effect on the rights and remedies of the Administrative Agent and the Lenders under such Credit Documents.

(d) Non-Contravention. The execution and delivery by each Loan Party of the Transaction Documents executed by such Loan Party and the performance and consummation of the transactions (including the use of Loan proceeds) contemplated thereby do not (i) violate any Requirement of Law applicable to such Loan Party, (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any Contractual Obligation of such Loan Party, (iii) result in the creation or imposition of any Lien (or the obligation to create or impose any Lien) upon any property, asset or revenue of such Loan Party (except such Liens as may be created in favor of the Administrative Agent for the benefit of itself and the Lenders pursuant to this Agreement or the other Credit Documents) or (iv) violate any provision of any existing law, rule, regulation, order, writ, injunction or decree of any court or Governmental Authority to which it is subject, except in each case in each of clauses (i), (ii), (iii) and (iv) where such breach or violation could not reasonably be expected to have a Material Adverse Effect.

(e) Approvals. (i) Other than any such matters that may be required of a Non-US Lender in connection with its involvement in the transactions contemplated by this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Credit Documents executed by any Loan Party or the performance or consummation of the transactions contemplated thereby, except for those

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which have been made or obtained and are in full force and effect and with respect to that portion of the Collateral the perfection of which is not required pursuant to the terms of this Agreement.

(ii) All Governmental Authorizations for the due execution, delivery, recordation, filing or performance by any Loan Party of any Transaction Document to which it is or it is to be a party, or further consummation of the Transaction, have been duly obtained and are in full force and effect without any known conflict with the rights of others and free from any unduly burdensome restrictions, where any such failure to obtain such Governmental Authorizations or any such conflict or restriction could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No Significant Party has received any written notice or other written communications from any Governmental Authority regarding (i) any revocation, withdrawal, suspension, termination or modification of, or the imposition of any material conditions with respect to, any such Governmental Authorization or (ii) any other limitations on the conduct of business by any Significant Party, except where any such revocation, withdrawal, suspension, termination, modification, imposition or limitation could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(iii) No Governmental Authorization is required for either (x) for the pledge or grant by any Loan Party as applicable of the Liens against the Collateral in which the Administrative Agent is to have a perfected Lien in favor of the Administrative Agent pursuant to this Agreement or any other Credit Document or (y) the exercise by the Administrative Agent of any rights or remedies in respect of any such Collateral in which the Administrative Agent is to have a perfected Lien in favor of the Administrative Agent pursuant to this Agreement or any other Credit Document (whether specifically granted or created pursuant to any of the Security Documents or created or provided for by any Governmental Rule), except for (1) such Governmental Authorizations that have been obtained and are in full force and effect and fully disclosed to Administrative Agent in writing and (2) filings or recordings contemplated in connection with this Agreement or any Security Document.

(iv) All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition has been consummated (or shall be consummated simultaneously with the making of the initial Credit Event) in accordance with the Stock Purchase Agreement and applicable law.

(f) No Violation or Default. No Significant Party is in violation of or in default with respect to (i) any Requirement of Law applicable to such Person or (ii) any Contractual Obligation of such Person (nor is there any waiver in effect which, if not in effect, could result in such a violation or default), except where, in each case, such violation or default could not reasonably be expected to have a Material Adverse Effect

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(it being understood that, to the extent it could reasonably be expected to have a Material Adverse Effect, this representation and warranty shall not apply to any actions or omissions by any currently or heretofore existing CBII Entities or their respective officers, directors or other representatives, in respect of the Colombian Operations). No Default has occurred and is continuing.

(g) Litigation. No actions (including derivative actions), suits, proceedings or investigations are pending or to the knowledge of any of Borrower’s officers or directors threatened against any Significant Party at law or in equity in any court, arbitration proceeding or before any other Governmental Authority which (i) could (alone or in the aggregate) reasonably be expected to have a Material Adverse Effect or (ii) seeks to enjoin, either directly or indirectly, the execution, delivery or performance by any Loan Party of the Transaction Documents or the transactions contemplated thereby.

(h) Financial Statements. (x) The Financial Statements of the CBII Entities which have been delivered to the Administrative Agent (i) are in accordance with the books and records of the CBII Entities or the Borrower Entities, as the case may be, which have been maintained in accordance with good business practice, (ii) have been prepared in conformity with GAAP (subject to absence of footnotes and normal year-end adjustments for interim financials) and (iii) present fairly in all material respects the financial conditions, results of operations, and cash flows of the CBII Entities or the Borrower Entities, as the case may be, as of the respective dates thereof and for the periods covered thereby. Since December 31, 2004, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect. No Loan Party has any Contingent Obligations, liability for taxes or other outstanding obligations which, in any such case, could reasonably be expected to have a Material Adverse Effect.

(y) The Financial Statements of the Companies and their consolidated Subsidiaries for the fiscal year ended January 1, 2005, furnished by the Borrower to the Administrative Agent prior to the date hereof, have been prepared in conformity with United States generally accepted accounting standards and in accordance with Regulation S-X of the Exchange Act (provided that no representation or warranty under this clause (y) shall be deemed to have been made on the Effective Date with respect to the Financial Statements of the Companies).

(i) Creation, Perfection and Priority of Liens. (i) The Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the applicable Secured Parties, a legal, valid, binding and enforceable Lien, and a first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens have priority), in the Collateral described therein as security for the Obligations described therein or the Guarantee Agreements described therein, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings,

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registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Obligations described therein or the Guarantee Agreements described therein, as the case may be. In the case of the other Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Obligations described therein or the Guarantee Agreements described therein, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens have priority).

(ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the applicable Secured Parties, a legal, valid, binding and enforceable Lien, and if applicable a first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens have priority), in the Collateral described therein as security for the Obligations described therein or the Guarantee Agreements described therein, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations described therein or the Guarantee Agreements described therein, as the case may be.

(iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the applicable Lenders, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens have priority) in the Collateral described therein as security for the Obligations described therein or the Guarantee Agreements described therein, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (A) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 or the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (B) with regard to such Collateral registered in non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents

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attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks (within three (3) months after the Effective Date), and the United States Copyright Office relative to copyrights (within thirty (30) days after the Effective Date), where the documents filed with the United States Patent and Trademark Office and the United States Copyright Office do not contain any conditional assignment provisions, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Obligations described therein or the Guarantees of the Obligations described therein, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens have priority).

(iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Term C Lenders, superior and prior to the rights of all third Persons, subject to Permitted Liens.

(j) Equity Securities. All outstanding Equity Securities of the Pledged Persons have been duly authorized, validly issued and to the extent applicable, fully paid and non-assessable; there are no outstanding subscriptions, options, conversion rights, warrants or other agreements or commitments of any nature whatsoever (firm or conditional) obligating the Pledged Persons to issue, deliver or sell, or cause to be issued, delivered or sold, any additional Equity Securities of the Pledged Persons, or obligating the Borrower or the other Pledged Persons to grant, extend or enter into any such agreement or commitment; and all Equity Securities of the Pledged Persons have been offered and sold in compliance with all applicable US state securities laws and all other Requirements of Law, except where any failure to comply could not reasonably be expected to have a Material Adverse Effect (provided that no representation or warranty under this clause (j) shall be deemed to have been made on the Effective Date with respect to the Equity Securities of the Fresh Express Entities).

(k) No Agreements to Sell Assets Except as set forth on Schedule 4.01(k), no Significant Party has any legal obligation, absolute or contingent, to any Person to sell the assets of any Significant Party (except any Permitted Asset Disposition as permitted by Section 5.02(c)), or to effect any merger or consolidation of any Significant Party (except any Permitted Acquisition as permitted by Section 5.02(d)) or to enter into any agreement with respect thereto (provided that no representation or warranty under this clause (k) shall be deemed to have been made on the Effective Date with respect to any legal obligation to sell the assets of or to effect any merger or consolidation of any Fresh Express Entity).

(l) Employee Benefit Plans. Except as set forth on Schedule 4.01(l):

(i) Based upon the latest actuarial valuation report of each Pension Plan and using the actuarial assumptions specified in IRC Section 412 for purposes of determining the Pension Plan’s minimum funding requirements, the present value of the accrued liability did not exceed the aggregate value of the assets of such Pension Plan by more than $3,500,000 in the case of any single Pension Plan and by more than $5,000,000 in the aggregate for all Pension Plans. Neither any Significant Party nor any ERISA Affiliate has post-retirement benefit obligations (determined as of the last day of Borrower’s most recently ended fiscal year in accordance with FASB No. 106) under any Employee Benefit Plan which is a welfare plan (as defined in Section 3(1) of ERISA), other than liabilities attributable to health plan continuation coverage described in Part 6 of Title I(B) of ERISA, that could reasonably be expected to have a Material Adverse Effect.

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(ii) Each Employee Benefit Plan complies, in both form and operation, in all material respects, with its terms, ERISA and the IRC, except for instances of noncompliance which could not reasonably be expected to result in the incurrence by any Significant Party or any ERISA Affiliate of any material liability, fine or penalty. Each Employee Benefit Plan, related trust agreement, arrangement and commitment of any Significant Party or any ERISA Affiliate is legally valid and binding and in full force and effect. No Employee Benefit Plan is being audited or investigated by any government agency or is the subject of any pending or, to the best of the knowledge of any of Borrower’s officers or directors, threatened claim or suit. None of the Borrower or any ERISA Affiliate nor, to the best of the knowledge of any of the Borrower’s officers or directors, any fiduciary of any Employee Benefit Plan has engaged in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the IRC.

(iii) None of the Significant Parties and the ERISA Affiliates contributes to or has any material contingent obligations to any Multiemployer Plan. None of the Significant Parties and the ERISA Affiliates has incurred any material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under Section 4201 of ERISA or as a result of a sale of assets described in Section 4204 of ERISA. None of the Significant Parties and the ERISA Affiliates has been notified that any Multiemployer Plan is in reorganization or insolvent under and within the meaning of Section 4241 or Section 4245 of ERISA or that any Multiemployer Plan intends to terminate or has been terminated under Section 4041A of ERISA.

(iv) No Significant Party has (A) engaged in any transaction prohibited by any Governmental Rule applicable to any Non-US Plan; (B) failed to make full payment when due of all amounts due as contributions to any Non-US Plan or (C) otherwise failed to comply with the requirements of any Governmental Rule applicable to any Non-US Plan, where singly or cumulatively, the above could reasonably be expected to have a Material Adverse Effect.

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(v) No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to have a Material Adverse Effect.

(vi) Anything contained in this Section 4.01(l) to the contrary notwithstanding, no representation or warranty under this Section 4.01(l) shall be deemed to have been made on the Effective Date with respect to any Pension Plan, Employee Benefit Plan, Multiemployer Plan or Non-US Plan of the Fresh Express Entities or an ERISA Event in respect of any Fresh Express Entity.

(m) Other Regulations. No Significant Party is subject to regulation under the Investment Company Act of 1940, the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or any state public utilities code, or to any other Governmental Rule limiting its ability to incur indebtedness where singularly or cumulatively such limitation could reasonably be expected to have a Material Adverse Effect.

(n) Trademarks, Patents, Copyrights and Licenses. The Significant Parties (other than the Fresh Express Entities) each possess and either own, or have the right to use to the extent required by their business operations, all trademarks, trade names, copyrights, patents, patent rights and licenses (collectively “Chiquita Trademarks”) which are material to the conduct of their respective businesses as now operated, including, but not limited to, the Principal Trademarks. The Borrower owns all material Chiquita Trademarks that are trademarks. All such material Chiquita Trademarks are set forth in Part I on Schedule 4.01(n) hereto as supplemented by the Borrower annually in accordance with Section 5.01(a)(vi). The Fresh Express Entities each possess and either own, or have the right to use to the extent required by their business operations, all trademarks, trade names, copyrights, patents, patent rights and licenses (collectively “Fresh Express Trademarks”) which are material to the conduct of their respective businesses as now operated. The Fresh Express Entities own all material Fresh Express Trademarks that are trademarks. All such material Fresh Express Trademarks are set forth in Part II on Schedule 4.01(n) hereto as supplemented by the Borrower annually in accordance with Section 5.01(a)(vi). The Significant Parties each conduct their respective businesses without infringement, misappropriation, dilution, misuse or other violation or, to the best of the knowledge of any of Borrower’s officers or directors, after Due Inquiry, claim of infringement, misappropriation, dilution, misuse or other violation of any trademark, trade name, trade secret, service mark, patent, copyright, license or other intellectual property rights of any other Person (which is not a Significant Party), except where such infringement, misappropriation, dilution, misuse or other violation or claim of infringement, misappropriation, dilution, misuse or other violation could not reasonably be expected to have a Material Adverse Effect. To the best of the knowledge of any of Borrower’s officers or directors there is no infringement, misappropriation, dilution, misuse or other violation of any material trademark, trade name, trade secret, service mark, patent, copyright, license or other intellectual property right of any of the Borrower Entities where such infringement, misappropriation, dilution, misuse or other violation could reasonably be expected to have a Material Adverse Effect. Each of the material patents, trademarks, trade names, service marks and copyrights owned by any Significant Party which is registered with any Governmental Authority is set forth on

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Schedule 4.01(n) hereto. Anything contained in this Section 4.01(n) to the contrary notwithstanding, no representation or warranty under this Section 4.01(n) shall be deemed to have been made on the Effective Date with respect to (i) any Fresh Express Trademarks, or any material patents, trademarks, trade names, service marks or copyrights owned by any Fresh Express Entities, (ii) any infringement, misappropriation, dilution, misuse or other violation by any Fresh Express Entity of any trademark, trade name, trade secret, service mark, patent, copyright, license or other intellectual property right of any other Person, and (iii) any infringement, misappropriation, dilution, misuse or other violation of any trademark, trade name, trade secret, service mark, patent, copyright, license or other intellectual property right of any Fresh Express Entities.

(o) Governmental Charges. The Significant Parties have filed or caused to be filed all US Federal and material state tax returns which are required to be filed by them. The Significant Parties have paid, or made provision for the payment of, all taxes and other material Governmental Charges which have or may have become due pursuant to said returns or otherwise and all other Indebtedness, except (i) such Governmental Charges or Indebtedness, if any, which are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been established and (ii) taxes not yet due and payable. Proper and accurate amounts have been withheld by the Significant Parties from their employees for all periods in compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and Non-US law and such withholdings have been timely paid when due to the respective Governmental Authorities in all material respects. Other than extensions of the statutes of limitations for income tax years 1995 through 2001 so that audits may continue, the Significant Parties have not executed or filed with the US Internal Revenue Service or any other Governmental Authority any agreement or other document that extends, or has the effect of currently extending, the period for assessment or collection of any taxes or Governmental Charges, where such extension could reasonably be expected to have a Material Adverse Effect. Anything contained in this Section 4.01(o) to the contrary notwithstanding, no representation or warranty under this Section 4.01(o) shall be deemed to have been made on the Effective Date with respect to any tax returns, taxes or other Governmental charges of any Fresh Express Entities.

(p) Margin Stock. No Significant Party owns any Margin Stock which, in the aggregate, would constitute a substantial part of the assets of the Significant Parties (taken as a whole), and no proceeds of any Loan or drawings under any Letter of Credit will be used to purchase or carry, directly or indirectly, any Margin Stock or to extend credit, directly or indirectly, to any Person for the purpose of purchasing or carrying any Margin Stock, and no Significant Party is in violation of Regulation T, U or X issued by the Federal Reserve Board.

(q) Subsidiaries. Schedule 4.01(q) hereto (as supplemented by the Borrower annually in accordance with Section 5.01(a)(vii)) sets forth, after giving effect to the Acquisition, each of the US Subsidiaries and each of the Significant Subsidiaries of the Borrower, their jurisdictions of organization, the classes of their Equity Securities, and the percentages of outstanding Equity Securities of each such class owned directly or indirectly by CBII or one or more of the Borrower Entities. All of the outstanding Equity

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Securities of each such Subsidiary indicated on Schedule 4.01(q) hereto (other than Subsidiaries of GWF) as owned by the Loan Parties are owned beneficially and of record by the Loan Parties free and clear of all Liens (except for the Liens of the Lenders and the Administrative Agent granted by the Security Documents and except for Permitted Liens). Other than the US Subsidiaries and the Significant Subsidiaries set forth on Schedule 4.01(q) hereto (and as supplemental as noted above) the Loan Parties do not have any other US Subsidiaries nor any Significant Subsidiaries.

(r) Solvency. Each of the Significant Subsidiaries (other than the Fresh Express Entities) is Solvent and, after the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby, will be Solvent. The Fresh Express Entities, taken as a whole, are and, after the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby, will be Solvent.

(s) Labor Matters. There are no disputes presently subject to grievance procedure, arbitration or litigation under any of the collective bargaining agreements, or employment contracts to which any Significant Party is a party, and there are no strikes, lockouts, work stoppages or slowdowns, or, to the best of the knowledge of any of Borrower’s officers or directors, after Due Inquiry, jurisdictional disputes occurring or threatened which in any such case alone or in the aggregate could reasonably be expected to have a Material Adverse Effect (provided that no representation or warranty under this clause (s) shall be deemed to have been made on the Effective Date with respect to such disputes, strikes, lockouts, work stoppages or slowdowns at any of the Fresh Express Entities).

(t) No Material Adverse Change. Since December 31, 2004, there has not been any Material Adverse Change (provided that no representation or warranty under this clause (t) shall be deemed to have been made on the Effective Date with respect to any such Material Adverse Change caused by any of the Fresh Express Entities).

(u) Accuracy of Information Furnished. (i) The Credit Documents and the other certificates, statements and information (excluding projections) furnished by the Loan Parties to the Administrative Agent and the Lenders in connection with the Credit Documents and the transactions contemplated thereby, taken as a whole, are true and accurate in all material respects on the dates as of which such information is dated and did not omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading at such time. All projections furnished by the Loan Parties to the Administrative Agent and the Lenders in connection with the Credit Documents and the transactions contemplated thereby have been based upon reasonable estimates and assumptions and the Borrower has no reason to believe that such estimates and assumptions were not reasonable at the date the projections were furnished to the Administrative Agent and the Lenders. Anything contained in this Section 4.01(u) to the contrary notwithstanding, no representation or warranty under this Section 4.01(u) shall be deemed to have been made on the Effective Date with respect to any such information and projections provided in respect of the Fresh Express Entities.

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(ii) The copies of the Material Documents of the Significant Parties which have been delivered to the Administrative Agent in accordance with Section 3.01 are true, correct and complete copies of the respective originals thereof, as in effect on the Effective Date, and no amendments or modifications have been made to such Material Documents as of the Effective Date, except as set forth by documents delivered to the Administrative Agent in accordance with said Section 3.01 or otherwise reasonably approved in writing by the Required Lenders. None of the Material Documents of the Significant Parties has been terminated and each of such Material Documents is in full force and effect. None of the Significant Parties is in default in the observance or performance of any of its obligations under the Material Documents and each Significant Party has taken all action required to be taken as of the Effective Date to keep unimpaired its rights thereunder, except where such default or impairment could not reasonably be expected to have a Material Adverse Effect.

(v) Brokerage Commissions. Other than amounts payable under the Administrative Agent Fee Letter or the Fee Letter, no person is entitled to receive any brokerage commission, finder’s fee or similar fee or payment in connection with the extensions of credit contemplated by this Agreement as a result of any agreement entered into by any Loan Party. No brokerage or other fee, commission or compensation is to be paid by the Lenders with respect to the extensions of credit contemplated hereby as a result of any agreement entered into by the Borrower, and the Borrower agrees to indemnify the Administrative Agent and the Lenders against any such claims for brokerage fees or commissions and to pay all expenses including, without limitation, attorney’s fees incurred by the Lenders in connection with the defense of any action or proceeding brought to collect any such brokerage fees or commissions.

(w) Policies of Insurance. The properties of the Significant Parties are insured with financially sound and reputable insurance companies not Affiliates of the Significant Parties, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Significant Parties operate and comply with Section 5.01(d); provided, however, that no insurance coverage is maintained with respect to crops; and provided further that the Significant Parties may self-insure as is customary for similarly situated companies engaged in similar businesses and owning similar properties. Schedule 4.01(w) (as supplemented by the Borrower yearly in accordance with Section 5.01(a)(xvi)) hereto accurately describes the insurance coverage maintained by the Significant Parties (provided that no representation or warranty under this clause (w) shall be deemed to have been made on the Effective Date with respect to any policies of insurance to the extent covering any properties of the Fresh Express Entities).

(x) Other Agreements. Except as disclosed on Schedule 4.01(x), no Loan Party has entered into and, as of the date of the applicable Credit Event does not contemplate entering into, any material agreement or contract with any officers or directors of any Loan Party, except upon terms at least as favorable to such Loan Party as an arm’s-length transaction with unaffiliated Persons; and no Significant Party is a party to or is bound by any Contractual Obligation or is subject to any restriction under its

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respective charter or formation documents which could reasonably be expected to have a Material Adverse Effect (provided that no representation or warranty under this clause (x) shall be deemed to have been made on the Effective Date with respect to (i) any such agreement or contract with an officer or director of any Fresh Express Entities, and (ii) any such Contractual Obligation or restriction in respect of the Fresh Express Entities).

(y) Environmental and Zoning Compliance. The Borrower or CBII conducts, in the ordinary course of business, for itself and the other Significant Parties, a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties. No Significant Party (A) has violated any Environmental Laws, (B) has any liability under any Environmental Laws, (C) is the subject of any Environmental Damages or (D) has received notice or other communication of an investigation or is under investigation by any Governmental Authority having authority to enforce Environmental Laws, where such violation, liability, Environmental Damages or investigation could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower’s use and operation of its business properties are in compliance with all applicable Environmental Laws and Governmental Rules, including all applicable land use and zoning laws, except to the extent that non-compliance could not reasonably be expected to have a Material Adverse Effect. Anything contained in this Section 4.01(y) to the contrary notwithstanding, no representation or warranty under this Section 4.01(y) shall be deemed to have been made on the Effective Date with respect to any such violations, liabilities, Environmental Damages, investigations or non-compliance in respect of the Fresh Express Entities.

(z) Owned Properties. Set forth on Schedule 4.01(z) hereto (and as supplemented annually in accordance with Section 5.01(k)) under the heading “Mortgaged Properties” thereon is a complete and accurate list of each parcel of real property owned by any Fresh Express Entity which has a grossed-up book value or fair market value (as determined in good faith by the Borrower) in excess of $2,000,000, in each case showing the street address, county or other relevant jurisdiction, state, record owner and grossed-up book value or estimated fair market value thereof (collectively, the “Owned Properties”). Each such Fresh Express Entity has good, marketable and insurable fee simple title to such Owned Properties respectively owned by it, free and clear of all Liens (except for the Liens of the Lenders and the Administrative Agent granted by the Security Documents and except for Permitted Liens). Except as otherwise set forth on Schedule 4.01(z), no other parcel of real property owned by any of the Fresh Express Entities has a grossed up book value or, to the extent available, fair market value (as determined in good faith by the Borrower), in either case, in excess of $2,000,000.

(aa) Leased Properties. Set forth on Schedule 4.01(aa) hereto (and as supplemented annually in accordance with Section 5.01(k)) under the heading “Leased Properties (Lessor)” is a complete and accurate list of all leases of real property under which any Fresh Express Entity is the lessor, in each case showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. Set forth on

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Schedule 4.01(aa) hereto (and as supplemented annually in accordance with Section 5.01(k)) under the heading “Leased Properties (Lessee)” is a complete and accurate list of all leases of real property under which any Fresh Express Entity is the lessee, in each case showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

(bb) Existing Indebtedness. Set forth on Schedule 4.01(bb) hereto is a complete and accurate list of all Existing Indebtedness (other than Surviving Indebtedness) of the Loan Parties (other than the Fresh Express Entities), showing as of the date hereof the obligor and the principal amount outstanding thereunder.

(cc) Surviving Indebtedness. Set forth on Schedule 4.01(cc) hereto is a complete and accurate list of all Surviving Indebtedness, showing as of the date hereof the obligor and the principal amount outstanding thereunder, the maturity date thereof and the amortization schedule therefor.

(dd) Stock Purchase Agreement. (i) The representations and warranties of the Seller contained in the Stock Purchase Agreement that are qualified by materiality or Seller Material Adverse Effect (as defined in the Stock Purchase Agreement) and the representations and warranties of Seller contained in Sections 4.4(a) and (b) thereof are true and correct on and as of the date hereof (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the date hereof and (ii) the representations and warranties of Seller contained in the Stock Purchase Agreement that are not qualified as to materiality or Seller Material Adverse Effect or contained in Sections 4.4(a) and (b) thereof are true and correct on and as of the date hereof (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the date hereof, except to the extent that any failures of such representations and warranties in this clause (ii) to be so true and correct, individually or in the aggregate, would not reasonably be expected to have resulted in a Seller Material Adverse Effect.

SECTION 4.02. Reaffirmation. The Borrower shall be deemed to have reaffirmed, for the benefit of the Lenders and the Administrative Agent, each representation and warranty contained in Article IV on and as of the date of each Credit Event (except that representations or warranties as to information included in Schedules 4.01(n), (q), (w), (z) and (aa) hereto shall apply as of the date provided or the date of the most recent supplement).

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ARTICLE V

COVENANTS

SECTION 5.01. Affirmative Covenants. Until the termination of the Commitments and the satisfaction in full by the Borrower of all Obligations (other than any Unaccrued Indemnity Claims), the Borrower will comply, and will cause compliance by the other Significant Parties, with the following affirmative covenants, unless the Required Lenders shall otherwise consent in writing:

(a) Financial Statements, Reports. The Borrower shall furnish to the Administrative Agent the following:

(i) As soon as available and in no event later than 60 days after the last day of each of the first three fiscal quarters of each fiscal year of the Borrower, a copy of the Financial Statements of the Borrower Entities (prepared on a consolidated basis) for the fiscal year to date, certified by the Chief Accounting Officer or the Chief Financial Officer of the Borrower to present fairly in all material respects the financial condition, results of operations, cash flows, and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year end audit adjustments and omission of footnotes and statement of shareholder’s equity);

(ii) As soon as available and in no event later than 120 days after the close of each fiscal year of the Borrower, copies of (A) the audited consolidated Financial Statements of the Borrower Entities for such year, audited by Ernst & Young LLP or other independent certified public accountants of recognized national standing and (B) copies of the unqualified opinions of such accountants;

(iii) As soon as available and in no event later than 60 days after the last day of each of the first three fiscal quarters of each fiscal year in respect of quarterly Financial Statements and 120 days after the close of each fiscal year in respect of yearly Financial Statements of the Borrower Entities in accordance with clauses (i) and (ii) hereof, respectively, a compliance certificate of the Chief Accounting Officer or Treasurer of the Borrower (a “Compliance Certificate”) in substantially the form of Exhibit G-1 hereto;

(iv) As soon as available and in no event later than 45 days after the last day of each of the first three fiscal quarters of each fiscal year of CBII, a copy of the Quarterly Report for CBII on Form 10-Q for such quarter and for the fiscal year to date; provided that such information, to the extent Borrower directly or indirectly provides Administrative Agent with written notice and an appropriate internet link thereto, shall be accessed by Lenders on EDGAR;

(v) As soon as available and in no event later than 90 days after the close of each fiscal year of CBII, (A) copies of the Annual Report for CBII on Form 10-K for such year, audited by Ernst & Young LLP or other independent

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certified public accountants of recognized national standing and (B) copies of the unqualified opinions of such accountants; provided that such information, to the extent Borrower directly or indirectly provides Administrative Agent with written notice and an appropriate internet link thereto, shall be accessed by Lenders on EDGAR;

(vi) (A) As soon as available and in no event later than 120 days after the close of each fiscal year of CBII, a written supplement to Schedule 4.01(n) hereto (setting forth all necessary Chiquita Trademarks and Fresh Express Trademarks information as set forth in Section 4.01(n) and relating to the Chiquita Trademarks and Fresh Express Trademarks that are material to the conduct of the Significant Parties’ respective businesses as then operated) as well as any additional disclosures under Section 4.01(n) after Due Inquiry and (B) promptly, but in any event within a reasonable time after any officer of CBII or the Borrower obtains knowledge of the occurrence of an event that could reasonably be expected to result in a Material Adverse Effect on any of the Principal Trademarks or the Trademark Licenses, give the Administrative Agent notice of the occurrence of any such event;

(vii) As soon as available and in no event later than 120 days after the close of each fiscal year of CBII, a written supplement to Schedule 4.01(q) hereto (setting forth each of the US Subsidiaries and each of the Significant Subsidiaries of the Borrower, its jurisdiction of organization, the classes of its Equity Securities, the number of shares of each such class issued and outstanding, the percentages of shares of each such class owned directly or indirectly by CBII or the Borrower and whether CBII or the Borrower owns such shares directly or, if not, the CBII Entities that own such shares and the number of shares and percentages of shares of each such class owned directly or indirectly by such CBII Entities);

(viii) As soon as possible and in no event later than 30 days after any officer or director of any Significant Party knows of the occurrence or existence of (A) any ERISA Event under any Pension Plan or Multiemployer Plan which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (B) any actual or threatened litigation, suits, claims, disputes or investigations against any Significant Party involving potential monetary damages or in which injunctive relief or similar relief is sought, which could reasonably be expected to have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, including any of the following which could reasonably be expected to have a Material Adverse Effect: (I) breach or non-performance of, or any default under, a Contractual Obligation of any Significant Party, (II) any dispute, litigation, investigation, proceeding or suspension between any Significant Party and any Governmental Authority or (III) the commencement of, or any material development in, any litigation or proceeding affecting any Significant Party, including pursuant to any applicable Environmental Laws or (D) any Default, the statement of the Chief Accounting

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Officer, Chief Financial Officer, or Treasurer of the Borrower setting forth details of such event, condition or Default and the action which the Borrower proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(viii) shall be accompanied by a statement of an Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(viii) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached;

(ix) In no event later than five Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by any CBII Entities with any securities exchange or the United States Securities and Exchange Commission (including all 10-Q, 10-K and 8-K reports), (B) all reports, proxy statements and Financial Statements sent or made available by CBII to its Equity Securities holders and (C) all press releases and other similar public announcements concerning any material developments in the business of CBII made available by CBII to the public generally; provided that such information, to the extent Borrower directly or indirectly provides the Administrative Agent with written notice and an appropriate internet link thereto, shall be accessed by Lenders on EDGAR;

(x) As soon as available and in no event later than 30 days after they are filed, copies of all IRS Form 5500 reports for all Pension Plans required to file such form;

(xi) No later than 45 days after the end of each fiscal year of the Borrower and CBII during each year when this Agreement is in effect, a forecast for the current fiscal year of the Borrower Entities and CBII Entities which includes projected consolidated statement of income for such fiscal year and a projected consolidated statement of cash flows for such fiscal year and projected consolidated balance sheets, statements of income and statements of cash flows on a quarterly basis for such fiscal year; 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 Borrower’s Financial Statements to be delivered pursuant to Section 5.01(a);

(xii) As soon as possible and in no event later than the later of (A) any of Borrower’s officers or directors learning thereof or (B) five Business Days prior to the occurrence of any event or circumstance (except for asset losses in which case as promptly as is reasonable after such asset loss) that would require a prepayment pursuant to Section 2.06(c), the statement of the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower setting forth the details thereof;

(xiii) As soon as possible and in no event later than 30 days after the receipt thereof by any Loan Party (or subsequent determination after Due Inquiry by an officer of the Borrower that it could reasonably be expected to result in a

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Material Adverse Effect), a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law or any liability of any Loan Party for Environmental Damages that in any such case could reasonably be expected to result in a Material Adverse Effect;

(xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Significant Parties, and compliance by the Significant Parties with the terms of this Agreement and the other Credit Documents as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request;

(xv) As soon as available and in no event later than 5 Business Days after any of Borrower’s officers or directors receive notice or become aware of any actions (including derivative actions), suits, proceedings or investigations that are pending or to the knowledge of any of the Borrower’s officers or directors threatened, against any Significant Party at law or in equity in any court, arbitration proceeding or before any other Governmental Authority which seek to enjoin, either directly or indirectly, the execution, delivery or performance by any Loan Party of the Credit Documents or the transactions contemplated thereby;

(xvi) As soon as available and in no event later than 120 days after the close of each fiscal year of CBII, a written supplement to Schedule 4.01(w) hereto (setting forth a true and complete listing of all insurance maintained by the Significant Parties);

(xvii) Within 120 days after the close of each fiscal year of CBII, a written supplement disclosing any matters required to update factual matters relating to Section 4.01(s); and

(xviii) To the extent delivered (and thereafter requested by Administrative Agent or Lenders), management letters delivered by CBII’s or Borrower’s accountants in connection with any of CBII’s or Borrower’s Financial Statements.

(b) Books and Records. The Significant Parties shall at all times keep proper books of record (including the preparation of tax returns, which will be timely filed (or subject to permitted extensions) with the appropriate Governmental Authority and complete and correct in all material respects) and account in form, detail and scope consistent with good business practice.

(c) Inspections. The Significant Parties shall permit the Administrative Agent, or any agent or representative thereof, (i) upon reasonable notice and during normal business hours so long as no Default shall have occurred and be continuing and (ii) after the occurrence and during the continuation of any Default at any time as the Administrative Agent may determine with or without prior notice to the Borrower, to visit and inspect any of the Collateral, or any of the properties, and offices of the

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Significant Parties, to examine the books and records of the Significant Parties and make copies thereof, and to discuss the affairs, finances and business of the Significant Parties with, and to be advised as to the same by, their officers, auditors and accountants, all at such times and intervals as the Administrative Agent may reasonably request; provided, however, that Administrative Agent or such representative or agent shall have no right of reimbursement from the Borrower for expenses incurred for such visits and inspections as long as no Default has occurred or is continuing.

(d) Insurance. One or more of the Loan Parties on behalf of the Significant Parties shall:

(i) Carry and maintain insurance during the term of this Agreement of the types and in the amounts as are consistent with industry practice or with the insurance described on Schedule 4.01(w) hereto and all insurance required by law;

(ii) Furnish to the Administrative Agent, upon written request, information as to the insurance carried;

(iii) Carry and maintain each policy for such insurance with (A) for those jurisdictions where such a rating is available, a rating of A- (“A- Rating”) or better by A.M. Best and Company, or its equivalent, at the time such policy is placed and at the time of each annual renewal thereof or (B) for those jurisdictions where no A- Rating or its equivalent can be obtained for insurers, a financially sound and reputable insurance company not an Affiliate of the Significant Parties which is reasonably satisfactory to the Administrative Agent; and

(iv) Obtain and maintain endorsements or certificates reasonably acceptable to the Administrative Agent for such insurance naming the Administrative Agent and the Lenders as additional insured on liability policies and the Administrative Agent as lenders’ loss payee and mortgagee in the case of property loss, as their interests may appear; provided that the Loan Parties need not provide the Lenders such endorsements or certificates in respect of the insurance coverage for Exportadora Chile, Servicios Chile, Atlanta, GWF, and their Subsidiaries;

provided, however, that if any Significant Party shall fail to maintain insurance in accordance with this Section 5.01(d), or if any Significant Party shall fail to provide the required endorsements or certificates with respect thereto, the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance and the Borrower agrees to reimburse the Administrative Agent for all costs and expenses of procuring such insurance.

(e) Governmental Charges and Other Indebtedness. Each Significant Party shall promptly pay and discharge when due (i) all taxes and other Governmental Charges lawfully levied or assessed against such Significant Party prior to the date upon which penalties accrue thereon, (ii) all Indebtedness which, if unpaid, could become a Lien

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(other than a Permitted Lien) upon the property of such Significant Party and (iii) subject to any subordination provisions applicable thereto, all other Indebtedness which, in each of the foregoing cases, if unpaid, could reasonably be expected to have a Material Adverse Effect, except such taxes, other Governmental Charges and Indebtedness as may in good faith be contested or disputed, or for which arrangements for deferred payment have been made; provided that in each such case appropriate reserves are maintained in accordance with GAAP.

(f) Use of Proceeds. The Borrower shall use the proceeds of the Loans only for the respective purposes set forth in Section 2.01(k). No CBII Entity shall use any part of the proceeds of any Loan, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of purchasing or carrying or trading in any securities under such circumstances as to involve the Borrower, any Lender or the Administrative Agent in a violation of Regulations T, U or X issued by the Federal Reserve Board.

(g) General Business Operations. Each of the Significant Parties shall (i) preserve, renew and maintain in full force its corporate, partnership or limited liability company existence and good standing under the Governmental Rules of the jurisdiction of its organization and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, provided, however, that this clause (i) shall not apply to Significant Party that is merged, dissolved or liquidated, in each case to the extent permitted by Section 5.02(d), (ii) conduct its business activities in compliance with all Requirements of Law and Contractual Obligations applicable to such Person, except where such failure could not reasonably be expected to have a Material Adverse Effect, (iii) keep all property used in its business in good working order and condition, ordinary wear and tear excepted consistent with past practices and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect its rights to enjoy and use (A) the Principal Trademarks in the countries indicated as set forth in Schedule 5.01(g) hereto, subject to and in accordance with the Security Agreements and (B) all other trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations including the Chiquita Trademarks and the Fresh Express Trademarks, except, in the case of this clause (B), where such failure could not reasonably be expected to have a Material Adverse Effect, and (v) conduct its business in an orderly manner without voluntary interruption, except where such failure could not reasonably be expected to have a Material Adverse Effect. The Borrower shall maintain its Chief Executive Office and principal place of business in the United States and shall not relocate its Chief Executive Office or change its jurisdiction of formation except upon not less than 90 days prior written notice to the Administrative Agent.

(h) Compliance with Laws. Each Significant Party shall comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, all Environmental Laws), except where such noncompliance could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(i) Newly Formed or Acquired Subsidiaries. (i) General. The Borrower shall notify the Administrative Agent, at its own expense (A) within 30 days after the formation of any Significant Party (other than a Subsidiary of GWF), (B) within 30 days after the acquisition of any Significant Party (other than a Subsidiary of GWF), and the Borrower shall also deliver to the Administrative Agent with such notice a Compliance Certificate in the form of Exhibit G-2 and in accordance with Section 5.02(d)(ii) and (C) within 120 days after the end of the fiscal year during which a direct or indirect Subsidiary of the Borrower (other than a Subsidiary of GWF) is formed, acquired, or becomes a Significant Party, and the Borrower shall also deliver to the Administrative Agent with such notice a Compliance Certificate in the form of Exhibit G-2 and in accordance with Section 5.01(a)(iii).

(ii) Newly Formed or Acquired Subsidiaries of the Borrower. (x) For any US Subsidiary formed, acquired or becoming a US Subsidiary of the Borrower (other than any Fresh Express Entity) after the Effective Date (each such US Subsidiary being a “Chiquita US Subsidiary”), the Borrower shall at its own expense and, if not previously completed, within 30 days after notice of such event is required to be provided under Section 5.01(i)(i) above, (A) cause such Chiquita US Subsidiary to execute an instrument of joinder (a “Joinder Agreement”) substantially in the form of Exhibit P hereto obligating such US Subsidiary to the Chiquita Security Agreement and cause each Borrower Entity that owns any Equity Securities of such Chiquita US Subsidiary to pledge to the Administrative Agent for the benefit of itself and the Chiquita Secured Parties 100% of the Equity Securities owned by it of such Chiquita US Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (B) in the case of such Pledged Equity Securities, deliver or cause to be delivered to the Administrative Agent all stock certificates, if any, of each such Chiquita US Subsidiary owned by the applicable Chiquita Pledgor and added to the Collateral thereby, free and clear of all Liens, accompanied by signed and undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable law), (C) cause each such Chiquita US Subsidiary to execute a Joinder Agreement obligating such Subsidiary to the Chiquita Subsidiary Guarantee Agreement pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent and (D) in the case of Collateral of such Chiquita US Subsidiary that may be perfected by the filing of a financing statement under the Uniform Commercial Code, cause each general financing statement (but not fixture, crop, timber, or other similar filings) to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Chiquita Secured Parties a valid, legal and perfected Lien, and a first priority Lien (except to the extent Permitted Liens have priority), in the Collateral subject to the financing statement to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent.

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(y) For any Significant Latin American Subsidiary (other than a Subsidiary of GWF or any Fresh Express Entity) formed, acquired or becoming a Significant Subsidiary after the Effective Date (each such Significant Subsidiary being a “Chiquita Latin American Subsidiary”), the Borrower shall at its own expense and, if not previously completed, within 30 days after notice of such event is required to be provided under Section 5.01(i)(i) above, and as long as no Section 956 Issue will result, cause such Chiquita Latin American Subsidiary to execute an instrument of joinder obligating such Subsidiary to the Chiquita Subsidiary Guarantee Agreement pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent.

(z) For any Significant Non-US Subsidiary (other than a Latin American Subsidiary, a Subsidiary of GWF or any Fresh Express Entity) formed, acquired or becoming a Significant Non-US Subsidiary after the Effective Date (each such Significant Non-US Subsidiary being a “Chiquita Non-US Subsidiary”), the Borrower shall at its own expense and, if not previously completed, within 30 days after notice of such event is required to be provided under Section 5.01(i)(i) above, and as long as no Section 956 Issue will result, (A) cause each Borrower Entity that owns any Equity Securities of such Chiquita Non-US Subsidiary to execute an instrument of joinder obligating such Borrower Entity as a Pledgor to the Chiquita Pledge Agreement and to pledge to the Administrative Agent for the benefit of itself and the Chiquita Secured Parties 100% of the non-voting and 65% of the voting Equity Securities owned by such Pledgor of such Chiquita Non-US Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby and (B) in the case of Pledged Equity Securities, deliver to the Administrative Agent all stock certificates, if any, representing the Pledged Equity Securities of such Chiquita Non-US Subsidiary added to the Collateral thereby free and clear of all Liens, accompanied by signed and undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable law).

(iii) Newly Formed or Acquired Fresh Express Entities. (x) For any US Fresh Express Entity formed, acquired or becoming a US Fresh Express Entity after the Effective Date, the Borrower shall at its own expense and, as to clauses (A) and (B) below, to the extent permitted by the terms of the Existing Indenture and the Senior Notes Indenture and, if not previously completed, (and to the extent applicable) within 30 days after notice of such event is required to be provided under Section 5.01(i)(i) above, (A) cause each Borrower Entity that owns any Equity Securities of such US Fresh Express Entity to pledge to the Administrative Agent for the benefit of itself and the Fresh Express Secured Parties 100% of the Equity Securities owned by it of such US Fresh Express Entity and execute and deliver all documents or instruments required or appropriate to perfect the security interest created thereby, (B) in the case of such Pledged Equity Securities, deliver or cause to be delivered to the Administrative Agent all stock certificates, if any, of each such US Fresh Express Entity owned by the applicable Fresh Express Pledgor and added to the Collateral thereby, free and clear of all Liens, accompanied by signed and undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the

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Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable law) and (C) cause each such US Fresh Express Entity to execute a Joinder Agreement obligating such Subsidiary to the Fresh Express Subsidiary Guarantee Agreement pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent.

(y) For any Non-US Fresh Express Entity formed, acquired or becoming a Non-US Fresh Express Entity after the Effective Date, the Borrower shall at its own expense and to the extent permitted by the terms of the Existing Indenture and the Senior Notes Indenture and, if not previously completed, (and to the extent applicable) within 30 days after notice of such event is required to be provided under Section 5.01(i)(i) above, and as long as no Section 956 Issue will result, (A) cause each Borrower Entity that owns any Equity Securities of such a Non-US Fresh Express Entity to execute an instrument of joinder obligating such Borrower Entity as a Pledgor to the Fresh Express Pledge Agreement and to pledge to the Administrative Agent for the benefit of itself and the Fresh Express Secured Obligations 100% of the non-voting and 65% of the voting Equity Securities owned by such Pledgor of such Non-US Fresh Express Entity and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby and (B) in the case of Pledged Equity Securities, deliver to the Administrative Agent all stock certificates, if any, representing the Pledged Equity Securities of such Non-US Fresh Express Entity added to the Collateral thereby free and clear of all Liens, accompanied by signed and undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable law).

(j) Appraisals. The Administrative Agent may commission an appraisal of the Chiquita Trademarks and/or the Fresh Express Trademarks (in a manner consistent with Borrower’s prior lenders) at any time at the expense of the Appropriate Lenders; provided that such appraisal shall be at Borrower’s expense if such appraisal: (A) is the first appraisal of the Chiquita Trademarks and/or the Fresh Express Trademarks and more than 18 months have elapsed since the Effective Date, (B) is commissioned after the occurrence and during the continuance of an Event of Default or (C) is commissioned after the occurrence of any Material Adverse Change.

(k) Real Property. As soon as available and in any event within 120 days after the end of each fiscal year, the Borrower shall provide a report supplementing Schedules 4.01(z) and 4.01(aa) hereto, including an identification of all owned and leased real property disposed of by any of the Fresh Express Entities during such fiscal year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all real property acquired or leased during such fiscal year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete.

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(l) Compliance with Terms of Leaseholds. The Borrower shall make all payments and otherwise perform all obligations in respect of all leases of real property to which any of the Fresh Express Entities is a party (including the Clayton County Lease), keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cause each of the Fresh Express Entities to cure any such default unless such failure to pay or perform, lapse, termination, forfeiture or cancellation could not reasonably be expected to have a Material Adverse Effect.

(m) Maintenance of Properties, Etc. The Borrower shall maintain and preserve, and cause each of the Loan Parties to maintain and preserve, all of its properties in good working order and condition, ordinary wear and tear excepted and will from time to time make or cause to be made all appropriate repairs, renewals and replacements thereof, except in any such case where failure to do so would not reasonably be expected to have a Material Adverse Effect.

(n) Clayton County Fee Mortgage. If, at any time following the Effective Date, a Fresh Express Entity shall acquire the fee simple interest in the Clayton County Property, by exercising any purchase option under the Clayton County Lease or otherwise, then not later than five (5) days following date on which the transaction by which such Clayton County Property shall have been acquired shall have been consummated, such Fresh Express Entity shall duly execute, acknowledge and deliver to the Administrative Agent, in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien, subject to Permitted Encumbrances, on the property described therein in favor of the Fresh Express Secured Parties, a Clayton County Fee Mortgage, securing payment of all the Fresh Express Secured Obligations, together with those documents set forth in Section 3.01(h) hereto as the Administrative Agent may require in its sole discretion, and, upon the request of the Administrative Agent in its sole discretion, a signed copy of favorable opinions, addressed to the Administrative Agent and the Fresh Express Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent substantially similar to those opinions delivered pursuant to Section 3.01(f)(ii) and (iii) and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(o) Taxable Variable Rate Demand Bonds/Multi-Modal Industrial Development Revenue Bonds. Within 45 days after the Effective Date, all outstanding Taxable Variable Rate Demand Bonds and all outstanding Multi-Modal Industrial Development Revenue Bonds shall have been redeemed in full.

SECTION 5.02. Negative Covenants. Until the termination of the Commitments and the satisfaction in full by the Borrower of all Obligations (other than any Unaccrued Indemnity Claims), the Borrower will comply, and will cause compliance by the other Significant Parties (other than GWF and its Subsidiaries), with the following negative covenants, unless the Required Lenders shall otherwise consent in writing:

(a) Indebtedness. (i) The Borrower shall not, and shall not permit the Borrower Entities to, create, incur, assume or permit to exist Indebtedness unless (A) such Indebtedness does not violate any terms of the Existing Indenture and the Senior Notes Indenture, (B) no Default has occurred or is continuing, and (C) the Borrower is in Pro Forma Compliance with all Financial Covenants in accordance with Section 5.03 of this Agreement.

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(ii) The Borrower shall not permit the Fresh Express Entities to, and the Fresh Express Entities shall not, create, incur, assume or permit to exist Indebtedness, except:

(A) Indebtedness under the Credit Documents;

(B) Indebtedness secured by Liens on assets of the Fresh Express Entities permitted by clauses (b), (c), (d) and (w) of the definition of Permitted Liens in Section 1.01 not to exceed in the aggregate $25,000,000 at any time outstanding;

(C) the Surviving Indebtedness of the Fresh Express Entities, and any Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Indebtedness of the Fresh Express Entities; provided that the terms of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Credit Documents; and provided further that the principal amount of such Surviving Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;

(D) Indebtedness in respect of Hedging Obligations incurred in the ordinary course of business and consistent with prudent business practice for the purpose of fixing or hedging interest rate risk, non-US currency risk or financial and other similar risks (including commodity risks);

(E) Indebtedness owed to another US Fresh Express Entity, which Indebtedness shall be otherwise permitted under the provisions of Section 5.02(e); and

(F) other Indebtedness not to exceed $1,000,000 at any time outstanding.

(b) Liens. None of the Borrower Entities shall create, incur, assume or permit to exist any Lien on or with respect to any Borrower Entity assets or property of any character, whether now owned or hereafter acquired, except for Permitted Liens (other than any Lien in any Equity Securities issued by any Borrower Entities, except for Liens in favor of the Administrative Agent and/or Secured Parties securing all or any part of the Obligations as specified herein).

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(c) Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including, without limitation, via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories):

(i) Sales of inventory in the ordinary course of their businesses;

(ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value;

(iii) Sales or other dispositions of Investments permitted by clause (ii) of Section 5.02(e) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing;

(iv) Sales or other dispositions of assets and property in the normal course of business;

(v) Sales or other dispositions of the Equity Securities of Landec and/or Equity Securities and assets of American Produce Company;

(vi) Sale or other transfer of the Fresh Cut Assets from the Fresh Express Entities to the Borrower or any Chiquita Subsidiary Guarantors that are US Subsidiaries;

(vii) Sale or other transfer of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(iv);

(viii) dispositions to the Seller of any excess amounts on deposit in the IRB Accounts following the redemption and repayment in full of the Indebtedness referred to in Sections 3.01(i)(i) and 3.01(i)(ii); and

(ix) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that, no later than the date of the Permitted Asset Disposition pursuant to this clause (viii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing, or, if any such Default has occurred and is continuing, a statement to the nature thereof and what action the Borrower proposes to take with respect thereto and (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Asset Disposition; provided further that the

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Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than $5,000,000 as of the end of the last day of the immediately preceding fiscal year. Notwithstanding the foregoing, if the aggregate Net Cash Proceeds received upon any such sales or dispositions during such fiscal year are equal to or less than $15,000,000 as of the end of the last day of the immediately preceding fiscal year, then no additional restrictions shall apply to the Borrower’s use of such Net Cash Proceeds.

(d) Mergers, Acquisitions. None of the CBII Entities shall consolidate with or merge into any other Person or permit any other Person to merge into any other CBII Entity, or acquire (or form a new Subsidiary to acquire) all or substantially all of the assets or equity or any identifiable business unit, division or operations of any other Person, except for the following:

(i) the Borrower Entities (other than the Fresh Express Entities) may merge with each other and the Fresh Express Entities may merge with each other so long as such merger does not impair any security for the Fresh Express Secured Obligations; provided that (A) no Event of Default will result after giving effect to such merger, (B) in any such merger involving a US Subsidiary and a Non-US Subsidiary, the US Subsidiary is the surviving Person (provided that for purposes of clarity, the parties acknowledge and agree that a Non-US Subsidiary may be the surviving Person in a merger involving a De Minimis US Subsidiary), (C) in any such merger involving the Borrower, the Borrower is the surviving Person and (D) in any such merger involving any Company, such Company is the surviving Person;

(ii) any acquisitions (“Permitted Acquisitions”) by a Borrower Entity of all or substantially all of the assets or equity of any other Person or any identifiable business unit, division or operations of any other Person; provided that:

(A) No Event of Default shall have occurred and be continuing before or after giving effect to any acquisition;

(B) The aggregate purchase consideration for such acquisition when added to all other such acquisitions during the preceding 12 months ending on the day that is the last day of the most recent month before such acquisition closes does not exceed $100,000,000;

(C) After giving effect to the acquisition, the acquired Person or the assets, business unit, division or operations acquired shall be directly or indirectly owned by a Subsidiary of Borrower;

(D) In the case of an acquisition of a new Person (or the formation of a new Subsidiary to acquire any such Person or all or substantially all of the assets or any identifiable business unit, division or

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operations of any such Person), the acquired Person or newly formed Subsidiary, if a Significant Party or a US Subsidiary, shall become a Guarantor, Pledgor and/or Pledged Person to the extent required by Section 5.01(i); provided that the Lenders and the Administrative Agent shall permit, to the extent not otherwise materially burdensome or detrimental to the Lenders, any such new pledge or Guarantee to be structured in the manner most tax advantageous for Borrower;

(E) The acquisition has been (i) approved by the board of directors or other managing body of the Person to be acquired and if applicable such acquisition has been recommended for approval to such Person’s shareholders or interest holders and (ii) undertaken in accordance with all applicable requirements of law; and

(F) If requested by Administrative Agent and to the extent available to the Borrower, the Borrower shall provide to the Administrative Agent or Lenders the historical Financial Statements of the acquired Person or of the Person owning all or substantially all of the assets, or the identifiable business unit, division or operations to be acquired and such other additional information as reasonably requested by the Administrative Agent regarding such acquisitions;

provided that no later than 30 days after the date of the Permitted Acquisition of a Significant Party pursuant to this clause (ii), the Borrower delivers to the Administrative Agent a Compliance Certificate in substantially the form of Exhibit G-2 which (A) states that no Default has occurred or is continuing and (B) sets forth the calculation demonstrating Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to the Permitted Acquisition;

(iii) Holdings and the Borrower may consummate the Acquisition; and

(iv) any De Minimis US Subsidiary may merge with and into, or be dissolved or liquidated into, the Borrower, any Chiquita Subsidiary Guarantor that is a US Subsidiary or any other De Minimis US Subsidiary so long as (x) in the case of any such merger, dissolution or liquidation involving the Borrower, the Borrower is the surviving entity (it being understood and agreed that the Borrower may not be liquidated or dissolved) and (y) in all other cases, such Chiquita Subsidiary Guarantor or such other De Minimis US Subsidiary is the surviving entity.

(e) Investments. None of the Borrower Entities shall make any Investment, or enter into any transaction that has substantially similar effect, except for the following, which Investments may fall within any one of the following categories (whether or not such Investments could fall within one or more other categories and if an Investment qualifies for more than one of the following categories, the Borrower may designate

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which category the Investment qualifies for without such Investment counting against other categories):

(i) Investments in connection with mergers, Permitted Acquisitions and the Acquisition set forth in Section 5.02(d);

(ii) Temporary Cash Investments;

(iii) an Investment that is made as a result of the receipt of non-cash consideration from a disposition of assets that was made pursuant to, and in compliance with, the covenant related to asset dispositions as set forth in Section 5.02(c) hereof;

(iv) Investments consisting of (a) loans and advances to employees for reasonable travel, relocation and business expenses in the ordinary course of business not to exceed $5,000,000 in the aggregate at any one time outstanding and (b) loans to employees of any Borrower Entity for the sole purpose of purchasing equity of CBII not to exceed $5,000,000 in the aggregate at any one time outstanding;

(v) Investments existing on the Effective Date (listed in Schedule 5.02(e) hereto are Investments existing as of the Effective Date, except for omissions of immaterial Investments);

(vi) Investments in connection with Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk or commodity risk or Non-US currency risk and not for speculative purposes;

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

(viii) Investments in suppliers or customers that are subject to Debtor Relief Laws or similar proceedings or as a result of foreclosure on a secured Investment in a third party received in exchange for or cancellation of an existing obligation of such supplier or customer to any Borrower Entity;

(ix) Investments paid for solely with Equity Securities of CBII; provided that such Investments constitute Permitted Acquisitions set forth in Section 5.02(d);

(x) Investments represented by Guarantees by any Borrower Entity of Indebtedness of an unrelated third party which is involved in a commercial relationship with any Borrower Entity in the ordinary course of business, such as a supplier, customer or service-provider; provided that the Indebtedness Guaranteed under this clause (x) does not exceed an aggregate amount outstanding at any time of $15,000,000 and the proceeds of the underlying Indebtedness are or have been used in a Food-Related Business;

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(xi) deposits required by Governmental Authorities, public utilities or suppliers in the ordinary course of business;

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

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

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

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

(xvi) Investments in any Person in an aggregate amount for all such Investments, as valued at the time each such investment is made, not to exceed 10% of the total consolidated assets of the CBII Entities, so long as such Investments are in a Food-Related Businesses;

(xvii) Investments in the joint venture more specifically described on Schedule 5.02(e)(xvii) in an aggregate amount for such Investments not to exceed $5,000,000;

(xviii) (A) Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof, (B) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (C) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties, (D) additional Investments by Loan Parties (other than Fresh Express Entities) in Subsidiaries (other than Fresh Express Entities) that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $25,000,000, and (E) additional Investments by Loan Parties in Fresh Express Entities that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $25,000,000; and

(xix) Investments (other than Investments specified in clauses (i) through (xviii) above) in an aggregate amount for all such Investments, as valued at the time each such Investment is made, not to exceed $30,000,000 at any time after the Effective Date.

(f) Dividends, Redemptions, Distributions. None of the Borrower Entities shall make any Distributions or set apart any sum for such purpose, except:

(i) (x) any Borrower Entity may make cash Distributions (or set apart sums for such purposes) on its Equity Securities to any other Borrower Entity, and (y) any Borrower Entity may make non-cash Distributions (or set apart sums for

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such purposes) on its Equity Securities to any other Borrower Entity, provided that the Fresh Express Entities shall not make non-cash Distributions to any CBII Entity that is not a Fresh Express Entity;

(ii) the Borrower may make Distributions to CBII (x) in any event for the cash costs in respect of CBII Overhead Expenses (including for Distributions not matching up to expenses, such as for deferred compensation plans) in amounts not exceeding such cash costs, (y) to fund liabilities of CBII disclosed on Schedule 5.02(f)(ii) existing as of the Effective Date and (z) provided that (i) no Event of Default has occurred and is then continuing, or would result from such Distribution and (ii) Borrower and CBII are in Pro Forma Compliance with all Financial Covenants, for any other purpose (including dividends, interest payments, and Stock and Warrant Repurchases); and

(iii) as long as no Event of Default has occurred and is then continuing, pro rata Distributions to minority shareholders of Borrower Entities.

(g) Conduct of Business. (i) No Borrower Entity shall engage, either directly or indirectly through Affiliates, in any business substantially different from Food-Related Businesses.

(ii) CBII shall not conduct any operating business nor own any material assets (other than those it currently owns and as set forth on Schedule 5.02(g)), provided that (A) CBII may employ officers and employees to fulfill its obligations as a public company and to administer its Subsidiaries’ business activities, enter into space leases and other agreements in connection with such business activities, and have and maintain various Pension Plans for it, its Subsidiaries and their employees, (B) CBII may own stock in Borrower and Equity Securities in other Persons in which it currently owns Equity Securities (provided that CBII does not materially increase the funding or activities of those Persons other than the Borrower Entities) and incur Indebtedness in compliance with the Consolidated Leverage Ratio and (C) CBII may Guarantee contracts of the Borrower Entities.

(iii) CBII shall and shall cause each of its Significant Subsidiaries to (a) except as permitted by Section 5.02(d), preserve its separate legal existence, (b) comply in all material respects with the requirements of its organizational documents and other governing instruments (including bylaws), (c) not conduct business under the name of any other Borrower Entity, (d) maintain separate and complete books and records in accordance with generally acceptable accounting principles and otherwise to properly reflect its business and financial affairs and (e) maintain full and complete records of all transactions with any Borrower Entity.

(h) Disposition of Accounts Receivables of US Subsidiaries. No CBII Entity shall sell or otherwise dispose of or encumber (except pursuant to the Security Documents), or permit any of its Subsidiaries to sell or otherwise dispose of or encumber (except pursuant to the Security Documents), any accounts receivables of any US Subsidiaries (except good faith settlement of disputed accounts receivable).

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(i) ERISA. (i) No CBII Entity nor any ERISA Affiliate shall: (A) adopt or institute any Pension Plan; (B) take any action which will result in the partial or complete withdrawal, within the meanings of Sections 4203 and 4205 of ERISA, from a Multiemployer Plan; (C) engage or permit any Person to engage in any transaction prohibited by Section 406 of ERISA or Section 4975 of the IRC involving any Employee Benefit Plan or Multiemployer Plan which would subject the Borrower or any ERISA Affiliate to any tax, penalty or other liability including a liability to indemnify; (D) incur or allow to exist any accumulated funding deficiency (within the meaning of Section 412 of the IRC or Section 302 of ERISA); (E) fail to make full payment when due of all amounts due as contributions to any Pension Plan or Multiemployer Plan; (F) fail to comply with the requirements of Section 4980B of the IRC or Part 6 of Title I(B) of ERISA; or (G) adopt any amendment to any Pension Plan which would require the posting of security pursuant to Section 401(a)(29) of the IRC, where any such event or events described in clauses (A) through (G) above, either singly or cumulatively, could reasonably be expected to have a Material Adverse Effect.

(ii) No CBII Entity shall (A) engage in any transaction prohibited by any Governmental Rule applicable to any Non-US Plan; (B) fail to make full payment when due of all amounts due as contributions to any Non-US Plan; or (C) otherwise fail to comply with the requirements of any Governmental Rule applicable to any Non-US Plan, where any such event or events described in clauses (A) through (C) above, either singly or cumulatively, could reasonably be expected to have a Material Adverse Effect.

(j) Transactions with Affiliates. No CBII Entity shall enter into any Contractual Obligations with any Affiliate or engage in any other transaction with any Affiliate except (i) Contractual Obligations or other transactions between or among Borrower Entities (other than the Fresh Express Entities) and Contractual Obligations or other transactions between or among the Fresh Express Entities, (ii) on terms which are no less favorable to any Borrower Entity than would prevail in the market for similar transactions between unaffiliated parties dealing at arm’s length or with concomitant benefits accruing to the party that has received less than arm’s-length terms, or (iii) any Contractual Obligation or other transactions between any Fresh Express Entity and any Borrower Entity that is not a Fresh Express Entity, provided that such Contractual Obligation or other transaction (A) is entered into in the ordinary course of business consistent with prudent business practices, (B) does not result in any significant or disproportionate burden, liability or disadvantage to any Borrower Entity which is a party thereto, and (C) does not impair any of the Chiquita Collateral or the Fresh Express Collateral or the value thereof, or the interests of the Administrative Agent or any of the Secured Parties therein.

(k) Accounting Changes. Except on 30 days prior notice, no CBII Entity shall change its fiscal year (currently January 1 through December 31).

(l) Rate Contracts. No CBII Entity shall enter into any Rate Contract, except Rate Contracts entered into for non-speculative purposes: (i) to hedge or mitigate risks to which any Borrower Entity has actual exposure (other than those in respect of Equity Securities of any Borrower Entity) or (ii) to effectively cap, collar or exchange interest

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rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Borrower Entity.

(m) Limitation on Consolidated Tax Liability. No CBII Entity shall be liable for US Federal income taxes relating to the taxable income of any CBII Entity or Affiliate of such CBII Entity which is not a Loan Party in excess of the amount of US Federal income taxes it would pay if reporting as a separate entity, unless such CBII Entity is fully reimbursed by such a Borrower Entity or Affiliate of such Borrower Entity on or before the payment of such taxes.

(n) Restrictive Agreements. No CBII Entity shall agree to:

(i) any restriction or limitation (other than as set forth in this Agreement) on the making of Distributions or the transferring of assets from any Borrower Entity to any non-Borrower Entity (except limitations contained in this Agreement) other than (A) those that are arrangements in connection with Indebtedness not to exceed $1,000,000 in the aggregate outstanding at any one time that can be optionally prepaid by the CBII Entities and (B) those with respect to Permitted Joint Ventures (but not limiting pro rata distribution requirements), GWF and its Subsidiaries, Exportadora Chile, Servicios Chile, Atlanta and its Subsidiaries, CBCBV, and such other Subsidiaries as are permitted by the Administrative Agent on or after the Effective Date in its sole and absolute discretion; or

(ii) any negative pledge agreements with any creditor or third party other than (A) as set forth in this Agreement and those that are currently existing on the Effective Date and listed on Schedule 5.02(n) (including any renewal, modification, or extension thereof), (B) those that are arrangements in connection with Indebtedness not to exceed $1,000,000 in the aggregate outstanding at any one time that can be optionally prepaid by the CBII Entities, in either case and (C) those with respect to the assets of Permitted Joint Ventures, GWF and its Subsidiaries, Exportadora Chile, Servicios Chile, Atlanta and its Subsidiaries, CBCBV, and such other Subsidiaries as are permitted by the Administrative Agent on or after the Effective Date in its sole and absolute discretion.

(o) PACA. No CBII Entity shall fail to make payments on invoices or other obligations to vendors that are subject to PACA within 90 days of when due, unless matters relating thereto are being contested in good faith by appropriate proceedings.

(p) OFAC. The Borrower will not permit any of the CBII Entities to use in violation of applicable US laws or regulations the proceeds of any Loan or L/C Credit Extension made pursuant to this Agreement (i) to fund any operations of, to finance any investments or activities in, or to make any payments to, any Person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control or (ii) to fund any operations in, to finance any investments or activities in, or to make any payments to, an agency of the

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government of a country, an organization controlled by a country, or a Person resident in a country that is subject to a sanctions program administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control under 31 C.F.R. Chapter V.

(q) Limitation on the Creation of Fresh Express Entities. No Borrower Entity shall, or shall permit any of its Subsidiaries to, form, acquire or become a Fresh Express Entity after the Effective Date or make an Investment in a Fresh Express Entity formed or organized after the Effective Date, unless the Borrower shall have complied, or shall have caused its applicable Subsidiaries to comply, with Sections 5.01(i)(iii) and 5.02(e)(xviii).

(r) Maintenance of Fresh Express Entities. No Borrower Entity (other than the Fresh Express Entities) shall enter into or conduct in the United States a business that purchases, processes, packages and/or distributes packaged, ready-to-eat salads (other than fruit salads).

SECTION 5.03. Financial Covenants. Until the termination of the Commitments and the satisfaction in full by the Borrower of all Obligations (other than any Unaccrued Indemnity Claims), the Borrower will comply, and will cause compliance, with the following financial covenants, unless the Required Lenders shall otherwise consent in writing:

(a) Borrower Leverage Ratio. The Borrower shall not permit the Borrower Leverage Ratio at the end of any fiscal quarter having ended after the Effective Date to be greater than 3.50 to 1.0 through and including the fiscal quarter ended December 31, 2005 and shall not permit the Borrower Leverage Ratio at the end of any fiscal quarter ended thereafter to be greater than 3.00 to 1.0.

(b) Consolidated Leverage Ratio. The Borrower shall not permit the Consolidated Leverage Ratio at the end any fiscal quarter having ended after the Effective Date to be greater than 5.50 to 1.0 through and including the fiscal quarter ended December 31, 2005 and shall not permit the Consolidated Leverage Ratio at the end of any fiscal quarter ended thereafter to be greater than 5.25 to 1.0.

(c) Fixed Charge Coverage Ratio. The Borrower shall not permit the Fixed Charge Coverage Ratio at the end of any fiscal quarter having ended after the Effective Date to be less than 1.50 to 1.0.

(d) Maximum Capital Expenditures. The Borrower shall not permit the aggregate amount of Capital Expenditures (excluding any Permitted Acquisition which is treated as a Capital Expenditure under GAAP and any reinvestment of insurance Net Cash Proceeds) made by the Borrower Entities in any fiscal year to exceed $150,000,000; provided, however, that if, for any fiscal year, the amount specified in this Section 5.03(d) exceeds the aggregate amount of Capital Expenditures made by the Borrower Entities during such fiscal year, the Borrower Entities shall be entitled to make additional Capital Expenditures in the immediately succeeding fiscal year in an amount (such amount being referred to herein as the “Capex Carryover”) equal to such excess.

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ARTICLE VI

DEFAULT

SECTION 6.01. Events of Default. The occurrence or existence of any one or more of the following shall constitute an “Event of Default” hereunder:

(a) Non-Payment. The Borrower shall (i) fail to pay when due any principal of any Loan or any L/C Obligations or (ii) fail to pay within three days after the same becomes due, any interest, fees or other amounts payable under the terms of this Agreement or any of the other Credit Documents; or

(b) Specific Defaults. Any Significant Party shall fail to observe or perform any covenant, obligation, condition or agreement applicable to it set forth in Section 5.01(a) (within three Business Days of when due), Section 5.01(g), Section 5.01(i) (within three Business Days of when due), Section 5.02 (other than Section 5.02(p)), or Section 5.03 and such failure shall continue beyond any grace period provided herein or with respect thereto; or

(c) Other Defaults. Any default shall occur under any Guarantee Agreement or Security Document and such default shall continue beyond any period of grace provided with respect thereto; or any Loan Party shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Agreement (other than Section 5.02(p)) or any other Credit Document and such failure shall continue for 30 days after the earlier of the date an officer of the Borrower or of CBII becomes aware of such failure or notice from the Administrative Agent or the Required Lenders; or

(d) Representations and Warranties. Any representation or warranty made or furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in or in connection with this Agreement or any of the other Credit Documents, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or

(e) Cross-Default. (i) Any CBII Entity shall fail to make any payment on account of any Indebtedness or Contingent Obligation of such Person (other than the Obligations) when due (whether at scheduled maturity, by required prepayment, upon acceleration or otherwise) and such failure shall continue beyond any period of grace provided with respect thereto (and in the case of Guarantees provided by financial institutions to Guarantee the payment of Governmental Charges or other regulatory obligations in the normal course of business, such failure continues for more than 30 days without the applicable CBII Entity replacing such Guarantee or paying in full the obligations respecting such Guarantee), in all such cases only if the amount of such Indebtedness or Contingent Obligation exceeds $30,000,000 or the effect of such failure is to cause, or permit the holder or holders thereof to cause, Indebtedness and/or Contingent Obligations of any CBII Entity (other than the Obligations) in an aggregate amount exceeding $30,000,000 to become redeemable, due, liquidated or otherwise payable (whether at scheduled maturity, by required prepayment, upon acceleration or

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otherwise) and/or to be secured by cash collateral and such Indebtedness or Contingent Obligation has not been paid in full or such default has not been cured, (ii) any CBII Entity shall otherwise fail to observe or perform any agreement, term or condition contained in any agreement or instrument relating to any Indebtedness or Contingent Obligation of such Person (other than the Obligations), or any other event shall occur or condition shall exist, if the effect of such failure, event or condition is to cause, or permit the holder or holders thereof to cause, Indebtedness and/or Contingent Obligations of any CBII Entity (other than the Obligations) in an aggregate amount exceeding $30,000,000 to become redeemable, due, liquidated or otherwise payable (whether at scheduled maturity, by required prepayment, upon acceleration, or otherwise) and/or to be secured by cash collateral and such Indebtedness or Contingent Obligation has not been paid in full or such default has not been cured or (iii) as a result of the failure of any CBII Entity to observe or perform any agreement, term or condition therein, any Lender Rate Contracts in aggregate notional amounts, if any, exceeding $30,000,000 shall have become due, liquidated, or otherwise payable and the CBII Entities’ obligations thereunder remain unpaid; or

(f) Insolvency; Voluntary Proceedings. Any Significant Party shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part (except as expressly permitted by this Agreement), (v) become insolvent as such term may be defined or interpreted under any Debtor Relief Law or (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or

(g) Involuntary Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of any Significant Party or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to any Significant Party or the debts thereof under any Debtor Relief Law shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 60 calendar days of commencement; or

(h) Judgments. (i) One or more judgments, orders, decrees or arbitration awards requiring any Significant Party to pay an aggregate amount of $30,000,000 or more (exclusive of amounts covered by insurance issued by an insurer not an Affiliate of the Borrower and otherwise satisfying the requirements set forth in Section 5.01(d)) shall be rendered against any Significant Party in connection with any single or related series of transactions, incidents or circumstances and the same shall not be satisfied, vacated or stayed for a period of 30 consecutive days or (ii) any other judgments, orders, decrees, arbitration awards, writs, assessments, warrants of attachment, tax liens or executions or similar processes which, alone or in the aggregate, could reasonably be expected to have a Material Adverse Effect are rendered, issued or levied; or

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(i) Credit Documents. Any Credit Document or any material term thereof shall cease to be, or be asserted by any Significant Party not to be, a legal, valid and binding obligation of any Significant Party enforceable in accordance with its terms except as limited by Debtor Relief Laws relating to or affecting the enforcement of creditors’ rights generally and general principles of equity; or

(j) Security Documents. Any Lien against the Collateral intended to be created by any Security Document shall at any time be invalidated, subordinated or otherwise cease to be in full force and effect, for whatever reason, or any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by any Significant Party not to be, a valid, first priority perfected Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens have priority) in the Collateral (except as expressly otherwise provided under and in accordance with the terms of this Agreement or such Security Documents); or

(k) Employee Benefit Plans. Any ERISA Event which the Administrative Agent reasonably believes in good faith constitutes grounds for the termination of any Pension Plan by the PBGC or for the appointment of a trustee by the PBGC to administer any Pension Plan shall occur and be continuing for a period of 30 days or more after notice thereof is provided or required to be provided to the Borrower by the Administrative Agent, or any Pension Plan shall be terminated within the meaning of Title IV of ERISA or a trustee shall be appointed by the PBGC to administer any Pension Plan; or

(l) Change of Control. Any Change of Control shall occur.

SECTION 6.02. Remedies. At any time after the occurrence and during the continuance of any Event of Default (other than an Event of Default referred to in Section 6.01(f) or 6.01(g)), the Administrative Agent may or shall, upon instructions from the Required Lenders, by written notice to the Borrower, (a) terminate the Commitments, any obligation of the L/C Issuers to make L/C Credit Extensions and the obligations of the Lenders to make Loans; (b) require that the Borrower Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations; and/or (c) declare all or a portion of the outstanding Obligations payable by the Borrower to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding. Upon the occurrence and during the continuance of any Event of Default described in Section 6.01(f) or 6.01(g), immediately and without notice, (1) the Commitments, any obligation of the L/C Issuers to make L/C Credit Extensions and the obligations of the Lenders to make Loans shall automatically terminate, (2) the obligation of the Borrower to Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations shall automatically become effective and (3) all outstanding Obligations payable by the Borrower hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice

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of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may exercise any other right, power or remedy available to it under any of the Credit Documents or otherwise by law, either by suit in equity or by action at law, or both.

ARTICLE VII

THE ADMINISTRATIVE AGENT AND RELATIONS AMONG THE LENDERS

SECTION 7.01. Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Co-Lead Arrangers, the Syndication Agent and the Documentation Agent shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Co-Lead Arrangers, the Syndication Agent or the Documentation Agent in such respective capacities. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or any applicable Governmental Rule. Neither the Administrative Agent nor any Lender shall be responsible to any other Lender for any recitals, statements, representations or warranties made by any CBII Entity contained in this Agreement or in any other Credit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document or for any failure by any Loan Party to perform its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, the Administrative Agent shall take such action with respect to the Credit Documents as shall be directed by the Required Lenders. Wachovia Bank, as Administrative Agent hereunder shall act, as of the Effective Date, as the successor administrative agent to Wells Fargo Bank, National Association, in its capacity of administrative agent under the Existing Credit Agreement. Each of the Fresh Express Secured Parties hereby appoints the administrative agent for the Lenders (or any successor appointed in accordance with Section 7.06) to act as its agent (in such capacity, the “Fresh Express Collateral

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Agent”) with respect to all matters relating to the Fresh Express Security Documents and Wachovia Bank, as administrative agent for the Lenders as of the Effective Date hereby accepts such appointment. Each of the Chiquita Secured Parties hereby appoints the administrative agent for the Lenders (or any successor appointed in accordance with Section 7.06) to act as its agent (in such capacity, the “Chiquita Collateral Agent”) with respect to all matters relating to the Chiquita Security Documents and Wachovia Bank, as administrative agent for the Lenders as of the Effective Date hereby accepts such appointment.

(b) Each L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Revolving Lenders to act for the L/C Issuers with respect thereto; provided, however, that the L/C Issuers shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article VII with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of Credit issued by them or proposed to be issued by them and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article VII included the L/C Issuers with respect to such acts or omissions and (ii) as additionally provided herein with respect to the L/C Issuers.

(c) Power of Attorney for German Share Pledge Agreement. (i) Each of the Chiquita Secured Parties hereby irrevocably authorizes the Administrative Agent to act on its behalf and in its name in connection with the preparation, entering into, execution and delivery of the German Share Pledge Agreement and the perfection and monitoring, as well as any release of the security interests granted under the German Share Pledge Agreement. The Administrative Agent shall be authorized to make all statements, make and receive any and all declarations and take any and all action necessary or appropriate in this context. The Administrative Agent shall be authorized to delegate this power of attorney.

(ii) The Administrative Agent shall be released from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

(iii) The Administrative Agent shall administer in the name and on behalf of the Chiquita Secured Parties such German security interest which is a pledge (Verpfändung) or any other accessory security right (akzessorische Sicherheit).

SECTION 7.02. Reliance by the Administrative Agent. The Administrative Agent, the L/C Issuers and the Swing Line Lender shall be entitled to rely upon any certificate, notice or other document (including any cable, telegram, facsimile or telex) believed by it in good faith to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent with reasonable care. As to any other matters not expressly provided for by this Agreement, the Administrative Agent shall not be required to take any action or exercise any discretion, but shall be required to act or to refrain from acting, upon instructions of the Required Lenders and shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or all Lenders if required by Section 8.04), and such instructions of the Required Lenders (or all the Lenders as the case may be) and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders.

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SECTION 7.03. Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default unless the Administrative Agent has received a written notice from a Lender or the Borrower, referring to this Agreement, describing such Default and stating that such notice is a “Notice of Default”. If the Administrative Agent receives such a notice of the occurrence of a Default, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default as shall be reasonably directed by the Required Lenders; provided, however, that until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Lenders. Notwithstanding anything in the contrary contained herein, the order and manner in which the Lenders’ rights and remedies are to be exercised (including, without limitation, the enforcement by any Lender of its Note) shall be determined by the Required Lenders in their sole discretion.

SECTION 7.04. Indemnification. (a) Without limiting the Obligations of the Borrower hereunder, and to the extent not reimbursed by the Borrower, each Lender severally agrees to indemnify the Administrative Agent, in accordance with each Lender’s ratable share (determined as provided below), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof; provided, however, that no Lender shall be liable for any of the foregoing to the extent they arise from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall be fully justified in refusing to take or in continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. For purposes of this Section 7.04(a), each Lender’s ratable share of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Term B Loans and Term C Loans outstanding at such time and owing to such Lender, (ii) the aggregate unused portion of such Lender’s Term B Commitments and Term C Commitments at such time and (iii) such Lender’s Revolving Proportionate Share.

(b) Without limiting the Obligations of the Borrower hereunder, and to the extent not reimbursed by the Borrower, each Revolving Lender severally agrees to indemnify the L/C Issuers, ratably in accordance with its Revolving Proportionate Share, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against the L/C Issuers in any way relating to or arising out of this Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof; provided, however, that no Revolving Lender shall be liable for any of the foregoing to the extent they arise from an L/C Issuer’s gross negligence or willful misconduct. The L/C Issuers shall be fully justified in

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refusing to take or in continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Revolving Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

(c) The obligations of each Lender under this Section 7.04 shall survive the payment and performance of the Obligations, the termination of this Agreement and any Lender ceasing to be a party to this Agreement (with respect to events which occurred prior to the time such Lender ceased to be a Lender hereunder).

SECTION 7.05. Non-Reliance. Each Lender represents that it has, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the business, prospects, management, financial condition and affairs of the CBII Entities and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, agents or advisors, in whatever capacity, shall (a) be required to keep any Lender informed as to the performance or observance by any Loan Party of the obligations under this Agreement or any other document referred to or provided for herein or to make inquiry of, or to inspect the properties or books of any CBII Entity; (b) have any duty or responsibility to provide any Lender with any credit or other information concerning any CBII Entities which may come into the possession of the Administrative Agent (whether communicated to or obtained by the Administrative Agent), except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder; (c) be responsible to any Lender for (i) any recital, statement, representation or warranty made by any CBII Entity or any officer, employee or agent of any CBII Entity in this Agreement or in any of the other Credit Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Document, (iii) the value or sufficiency of the Collateral or the validity or perfection of any of the liens or security interests intended to be created by the Credit Documents or (iv) any failure by any Loan Party to perform its obligations under this Agreement or any other Credit Document or (d) be liable for any circumstance, action, or failure to act in the nature described in clauses (a) through (c) above.

SECTION 7.06. Resignation or Removal of the Administrative Agent. The Administrative Agent may resign as to any or all of the Facilities at any time by giving 30 days prior written notice thereof to the Borrower and the Lenders, and the Administrative Agent may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Administrative Agent has resigned or been removed, which successor Administrative Agent, if not a Lender, shall be reasonably acceptable to the Borrower; provided, however, that the Borrower shall have no right to approve a successor Administrative Agent if a Default has occurred and is continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative

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Agent, and the retiring Administrative Agent shall be discharged from the duties and obligations thereafter arising hereunder. After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. Notwithstanding the foregoing, however, Wachovia Bank may not be removed as Administrative Agent at the request of the Required Lenders unless Wachovia Bank shall also simultaneously be replaced and fully released as “L/C Issuer” and “Swing Line Lender” hereunder pursuant to documentation in form and substance reasonably satisfactory to Wachovia Bank.

SECTION 7.07. Collateral Matters. (a) (i) The Administrative Agent is hereby authorized by each Chiquita Secured Party, without the necessity of any notice to or further consent from any Chiquita Secured Party, and without the obligation to take any such action, to take any action with respect to any Chiquita Collateral or any Chiquita Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Chiquita Security Documents; and (ii) the Administrative Agent is hereby authorized by each Fresh Express Secured Party, without the necessity of any notice to or further consent from any Fresh Express Secured Party, and without the obligation to take any such action, to take any action with respect to any Fresh Express Collateral or any Fresh Express Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Fresh Express Security Documents.

(b) The Chiquita Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien granted to or held by the Administrative Agent upon any Chiquita Collateral (i) upon termination of the Revolving Loan Commitments and Term B Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment in full of all Chiquita Secured Obligations and all other non-contingent Chiquita Secured Obligations payable under this Agreement and under the other Credit Documents, and additionally only if an Event of Default has occurred and is continuing and the Obligations have been accelerated, payment of the Borrower’s obligations on the Lender Rate Contracts; (ii) constituting property of the Loan Parties which is sold, transferred or otherwise disposed of in connection with any transaction not prohibited by this Agreement or the Credit Documents; (iii) constituting property leased to the Significant Parties under an operating lease which has expired or been terminated in a transaction not prohibited by this Agreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by the Significant Parties to be, renewed or extended; (iv) consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to by those of the Secured Parties required by Section 8.04. Upon request by the Administrative Agent, the applicable Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of the Chiquita Collateral pursuant to this Section 7.07.

(c) The Fresh Express Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien granted to or held by the Administrative Agent upon any Fresh Express

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Collateral (i) upon termination of the Term C Commitments and the payment in full of all Fresh Express Secured Obligations and all other non-contingent Fresh Express Secured Obligations payable under this Agreement and under the other Credit Documents; (ii) constituting property of the Loan Parties which is sold, transferred or otherwise disposed of in connection with any transaction not prohibited by this Agreement or the Credit Documents; (iii) constituting property leased to the Significant Parties under an operating lease which has expired or been terminated in a transaction not prohibited by this Agreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by the Significant Parties to be, renewed or extended; (iv) consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to by those of the Secured Parties required by Section 8.04. Upon request by the Administrative Agent, the applicable Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of the Fresh Express Collateral pursuant to this Section 7.07.

(d) The Borrower and the Chiquita Secured Parties acknowledge that during the course of its term as administrative agent under the Existing Credit Agreement Wells Fargo made judgments concerning the materiality of items and matters and concerning the Chiquita Collateral. In respect of the Chiquita Collateral, Wells Fargo, as administrative agent under the Existing Credit Agreement, allowed the Borrower and its counsel to handle the perfection of Chiquita Collateral in certain jurisdictions and made judgments not to perfect as to certain items of Chiquita Collateral or in certain jurisdictions where it concluded that the costs of perfection did not justify the added value of the Chiquita Collateral. Each of the Borrower and the Chiquita Secured Parties releases, discharges and acquits Wells Fargo, as administrative agent under the Existing Credit Agreement, from any liability associated with the actions it took, or for failing to take actions it could have taken but did not, with regard to the materiality of items and matters with regard to the decision whether to perfect as to certain of the Chiquita Collateral and with regard to the decision to allow the Borrower and its counsel to handle the perfection of the Chiquita Collateral in certain jurisdictions.

SECTION 7.08. The Administrative Agent in Its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from and generally engage in any kind of banking or other business with the any Loan Party and its Affiliates as though the Administrative Agent were not the Administrative Agent, L/C Issuer or Swing Line Lender hereunder. With respect to Loans, if any, made by the Administrative Agent in its capacity as a Lender, the Administrative Agent in its capacity as a Lender shall have the same rights and powers under this Agreement and the other Credit Documents as any other Lender and may exercise the same as though it were not the Administrative Agent, L/C Issuer or Swing Line Lender, and the terms “Lender” or “Lenders” shall include the Administrative Agent in its capacity as a Lender.

SECTION 7.09. Appointment of Supplemental Collateral Agent. (a) It is the purpose of this Agreement and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case the Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights,

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powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Administrative Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent, collateral sub-agent or collateral co-agent (any such additional individual or institution being referred to herein as a “Supplemental Collateral Agent”).

(b) In the event that the Administrative Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Credit Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Article and of Section 8.04 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Collateral Agent, as the context may require.

(c) Should any instrument in writing from any Loan Party be reasonably required by any Supplemental Collateral Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, such Loan Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Collateral Agent.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Notices. (a) Notices Generally. Except as otherwise provided herein, including without limitation Section 8.01(b), all notices, requests, demands, consents, instructions or other communications to or upon the Borrower, any Lender or the Administrative Agent under this Agreement or the other Credit Documents shall be in writing and faxed, mailed or delivered, if to the Borrower or to the Administrative Agent, the L/C Issuers or the Swing Line Lender, at its respective facsimile number, e-mail address (only in respect of any Notice of Borrowing, Notice of Interest Period Selection, and Notice of Conversion), or address set forth in Schedule VII hereto, if to any Lender, at the address or facsimile number specified for such Lender in Part B of Schedule I hereto, (or to such other facsimile number, e-mail address, or address for any party as indicated in any notice given by that party to the other parties). All such notices and communications shall be effective (a) when sent by an overnight courier service of

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recognized standing, on the second Business Day following the deposit with such service; (b) when mailed, first class postage prepaid and addressed as aforesaid through the United States Postal Service, upon receipt; (c) when delivered by hand, upon delivery; and (d) when sent by facsimile or e-mail transmission, upon confirmation of receipt; provided, however, that any notice delivered to the Administrative Agent, the L/C Issuers or the Swing Line Lender under Article II shall not be effective until actually received by such Person. Additionally, notwithstanding the obligation of the Borrower to send written confirmation of any Notice of Borrowing, Notice of Interest Period Selection, and Notice of Conversion made by e-mail transmission if and when requested by the Administrative Agent, in the event that the Administrative Agent agrees to accept a Notice of Borrowing, Notice of Interest Period Selection, or Notice of Conversion made by e-mail transmission, such e-mail transmission of Notice of Borrowing, Notice of Interest Period Selection, or Notice of Conversion shall be binding on the Borrower whether or not written confirmation is sent by Borrower or requested by the Administrative Agent, and the Administrative Agent may act prior to the receipt of any requested written confirmation, without any liability whatsoever, based upon e-mail notice believed by the Administrative Agent in good faith to be from the Borrower or its agents. The Administrative Agent’s records of the terms of any e-mail Notice of Borrowing, Notice of Interest Period Selection, or Notice of Conversion shall be conclusive on Borrower in the absence of gross negligence or willful misconduct on the part of the Administrative Agent in connection therewith.

Each Notice of Borrowing, Notice of Conversion and Notice of Interest Period Selection shall be given by the Borrower to the Administrative Agent’s office located at the address referred to above during the Administrative Agent’s normal business hours; provided, however, that any such notice received by the Administrative Agent after 11:00 a.m. on any Business Day shall be deemed received by the Administrative Agent on the next Business Day. In any case where this Agreement authorizes notices, requests, demands or other communications by the Borrower to the Administrative Agent or any Lender to be made by telephone or facsimile, the Administrative Agent or any Lender may conclusively presume that anyone purporting to be a person designated in any incumbency certificate or other similar document received by the Administrative Agent or a Lender is such a person.

(b) IntraLinks. The Borrower agrees that the Administrative Agent may make any material delivered by the Borrower to the Administrative Agent, as well as any amendments, waivers, consents, and other written information, documents, instruments and other materials relating to any of the CBII Entities, or any other materials or matters relating to this Agreement, the Credit Documents, or any of the transactions contemplated hereby or thereby (collectively, the “Communications”) available to the Lenders by posting such notices on an electronic delivery system (which may be provided by the Administrative Agent, an Affiliate, or any Person that is not an Affiliate of the Administrative Agent), such as IntraLinks, or a substantially similar electronic system (the “Platform”). The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of the Communications posted on the Platform. The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or incomplete downloading, delays

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in posting or delivery, or problems accessing the Communications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates in connection with the Platform.

Each Lender agrees that notice to it (as provided in the next sentence) (a ”Notification”) specifying that any Communication has been posted to the Platform shall for purposes of this Agreement constitute effective delivery to such Lender of such information, documents or other materials comprising such Communication. Each Lender agrees (i) to notify, on or before the date such Lender becomes a party to this Agreement, the Administrative Agent in writing of such Lender’s e-mail address to which a Notification may be sent (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Lender) and (ii) that any Notification may be sent to such e-mail address.

SECTION 8.02. Expenses. The Borrower shall pay on demand, whether or not any Credit Event occurs hereunder, (a) all reasonable fees and expenses, including reasonable attorneys’ fees and expenses, incurred by the Administrative Agent in connection with the syndication of the facilities provided hereunder, the preparation, negotiation, execution and delivery of, and the exercise of its duties under, this Agreement and the other Credit Documents, and the preparation, negotiation, execution and delivery of amendments and waivers hereunder and thereunder and (b) all fees and expenses, including attorneys’ fees and expenses, incurred by the Administrative Agent and the Lenders in the enforcement or attempted enforcement of any of the Obligations or in preserving any of the Administrative Agent’s or the Lenders’ rights and remedies (including, without limitation, all such fees and expenses incurred in connection with any “workout” or restructuring affecting the Credit Documents or the Obligations or any bankruptcy or similar proceeding, including any proceeding or action commenced by the Administrative Agent or any Lender seeking relief from the automatic or similar stay in effect under any Debtor Relief Law, involving any Significant Party). The obligations of the Borrower under this Section 8.02 shall survive the payment and performance of the Obligations and the termination of this Agreement.

SECTION 8.03. Indemnification. To the fullest extent permitted by law, the Borrower agrees to protect, indemnify, defend and hold harmless the Administrative Agent, the L/C Issuers, the Swing Line Lender, the Lenders and their Affiliates and their respective directors, officers, employees, attorneys, agents, trustees and advisors (collectively, “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, disbursements, or expenses of any kind or nature and from any suits, claims or demands (including in respect of or for attorneys’ fees and other expenses) arising on account of or in connection with any matter or thing or action or failure to act by Indemnitees, or any of them, arising out of or relating to (a) the Credit Documents or any transaction contemplated thereby or related thereto, including the making of any Loans and any use by the Borrower of any proceeds of the Loans or the Letters of Credit, (b) any Environmental Damages and (c) any claims for brokerage fees or commissions (other than any committed to be paid in writing by the Administrative Agent or any Lender) in connection with the Credit Documents or any transaction contemplated thereby or in connection with the Borrower’s failure

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to conclude any other financing, and to reimburse each Indemnitee on demand for all legal and other expenses incurred in connection with investigating or defending any of the foregoing; provided, however, that nothing contained in this Section 8.03 shall obligate the Borrower to protect, indemnify, defend or hold harmless any Indemnitee against any claim (i) to the extent arising out of the gross negligence or willful misconduct of such Indemnitee or (ii) between or among Indemnitees. Upon receiving knowledge of any suit, claim or demand asserted by a third party that the Administrative Agent or any Lender believes is covered by this indemnity, the Administrative Agent or such Lender shall give the Borrower notice of the matter and the Administrative Agent or such Lender may select its own counsel or request that the Borrower defend such suit, claim or demand, with legal counsel satisfactory to the Administrative Agent or such Lender as the case may be, at the Borrower’s sole cost and expense; provided, however, that the Administrative Agent or such Lender shall not be required to so notify the Borrower and the Administrative Agent or such Lender shall have the right to defend, at the Borrower’s sole cost and expense, any such matter that is in connection with a formal proceeding instituted by any Governmental Authority having authority to regulate or oversee any aspect of the Administrative Agent’s or such Lender’s business or that of its Affiliates; provided further that if Borrower accepts the defense, it shall be authorized to select its own counsel and, in which event, the Borrower shall not be obligated to pay any additional costs of the Administrative Agent’s or any Lender’s separate counsel, but the Borrower shall be required to coordinate with and keep the Administrative Agent, the Lenders, and/or their counsel informed as to the progress of the defense. The Administrative Agent or such Lender may also require the Borrower to defend the matter. Any failure or delay of the Administrative Agent or any Lender to notify the Borrower of any such suit, claim or demand shall not relieve the Borrower of its obligations under this Section 8.03 but shall reduce such obligations to the extent of any increase in those obligations caused solely by any such failure or delay which is unreasonable. The obligations of the Borrower under this Section 8.03 shall survive the payment and performance of the Obligations and the termination of this Agreement. In the case of an action, suit, judgment, claim or demand to which the indemnity in this Section 8.03 applies, such indemnity shall be effective whether or not such action, suit, judgment, claim or demand is brought by any Loan Party, its directors, shareholders or creditors, any Indemnitee or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated.

SECTION 8.04. Waivers; Amendments. Any term, covenant, agreement or condition of this Agreement or any other Credit Document may be amended or waived, and any consent under this Agreement or any other Credit Document may be given, if such amendment, waiver or consent is in writing and is signed by the Borrower and the Required Lenders (or the Administrative Agent on behalf of the Required Lenders with the written approval of the Required Lenders); provided, however, that:

(a) Any amendment, waiver or consent which would (i) amend this Section 8.04 or Section 2.16 or any other Section providing for voting percentages, (ii) waive any of the conditions specified in Section 3.01 or (iii) amend any of the definitions of Required Lenders, Required Revolving Lenders, Required Term B Lenders, Required Term C Lenders or Required Tier A Lenders must be in writing and signed or approved in writing by all Lenders affected thereby. In connection with any such proposed amendment, modification or waiver requiring the consent of all Lenders

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(such proposed amendment, modification or waiver, a “Proposed Change”), if the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 8.04 being referred to as a “Non-Consenting Lender”), then, at the Borrower’s request, the Lender that is acting as the Administrative Agent or an Eligible Assignee that is acceptable to the Administrative Agent (which acceptance will not be unreasonably withheld) shall have the right (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, sell and assign to the Lender that is acting as the Administrative Agent or such Eligible Assignee, all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this subsection (a), the Commitments, the Revolving Loans, L/C Obligations and participations in Swing Line Loans) for an amount equal to the principal balance of all Loans, L/C Obligations and aggregate amounts funded under Section 2.03(c)(ii) in respect of Swing Line Loans, by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale. In such event, such Non-Consenting Lender agrees to execute an Assignment Agreement to reflect such purchase and sale, but regardless of whether such Assignment Agreement is executed, such Non-Consenting Lender’s rights hereunder, except rights under Section 8.03 with respect to actions prior to such date, shall cease from and after the date of tender by the purchaser of the amount of the purchase price;

(b) Any amendment, waiver or consent which would (i) increase the Commitment of any Lender (other than any increases pursuant to Section 2.16), (ii) extend the Termination Date of a Facility for any Lenders, (iii) extend any date fixed for any payment of the principal of or interest on any Loans or any fees or other amounts payable for the account of any Lender hereunder, (iv) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing or any fees or other amounts for the account of any Lender hereunder or (v) change the pro rata treatment of Lenders under Section 2.10(a), must be in writing and signed by each affected Lender and the Required Lenders;

(c) Any amendment, waiver or consent which changes the order of application set forth in Article XV of each of the Pledge Agreements or Article XI of each of the Security Agreements or which changes the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.04 or 2.06, respectively, in any manner that materially adversely affects the Lenders under a Facility must be in writing and signed by the Required Lenders, and (i) to the extent the Lenders under the Revolving Loan Facility are materially adversely affected, the Required Revolving Lenders, (ii) to the extent the Lenders under the Term B Facility are materially adversely affected, the Required Term B Lenders and (iii) to the extent the Lenders under the Term C Facility are materially adversely affected, the Required Term C Lenders;

(d) Any amendment, waiver or consent which affects the rights or duties of the Swing Line Lender under this Agreement must be in writing and signed by the Swing Line Lender;

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(e) Any amendment, waiver or consent which affects the rights or duties of any L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it must be in writing and signed by the L/C Issuers;

(f) Any consent relating to the sale or other disposition of any Key Assets must be in writing and signed by the Supermajority Lenders;

(g) Any amendment, waiver or consent which would, except as permitted pursuant to this Agreement, (i) release one or more Chiquita Guarantors (or otherwise limit such Chiquita Guarantors’ liability with respect to the Obligations under the applicable Guarantee Agreements) if such release or limitation is in respect of all or substantially all of the value of the Parent Guarantee Agreement and the Chiquita Subsidiary Guarantee Agreements, or (ii) release all or substantially all of the Chiquita Collateral in any transaction or series of related transactions, must be in writing and signed by all Term B Lenders and all Revolving Lenders;

(h) Any amendment, waiver or consent which would, except as permitted pursuant to this Agreement, (i) release one or more Fresh Express Guarantors (or otherwise limit such Fresh Express Guarantors’ liability with respect to the Obligations under the applicable Guarantee Agreements) if such release or limitation is in respect of all or substantially all of the value of the Parent Guarantee Agreement and the Fresh Express Subsidiary Guarantee Agreements, or (ii) release all or substantially all of the Fresh Express Collateral in any transaction or series of related transactions, must be in writing and signed by all Term C Lenders;

(i) Any amendment, waiver or consent which would waive any of the conditions specified in Section 3.02 must be in writing and signed by the Required Revolving Lenders;

(j) Any amendment, waiver or consent which affects the rights or obligations of the Administrative Agent must additionally be in writing and signed by the Administrative Agent; and

(k) No failure or delay by the Administrative Agent or any Lender in exercising any right under this Agreement or any other Credit Document shall operate as a waiver thereof or of any other right hereunder or thereunder nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any other right hereunder or thereunder. Unless otherwise specified in such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 8.05. Successors and Assigns. (a) Binding Effect. This Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and permitted assigns, except that no Loan Party may assign or transfer any of its rights or obligations under any Credit Document without the prior written consent of the Administrative Agent and each Lender. Any assignment or transfer in violation of the foregoing shall be null and void.

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(b) Participations. Any Lender may, without notice to or consent of the Borrower or Administrative Agent, at any time sell to one or more banks or other financial institutions (“Participants”) participating interests in all or a portion of any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under this Agreement and the other Credit Documents (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans). In the event of any such sale by a Lender of participating interests, such Lender’s obligations under this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of its Notes for all purposes under this Agreement and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any such sale is effected may require the selling Lender to obtain the consent of the Participant in order for such Lender to agree in writing to any amendment, waiver or consent of a type specified in clause (i), (ii) or (iii) of Section 8.04(a), Section 8.04(b)(iii), Section 8.04(g) or Section 8.04(h) but shall not otherwise require the selling Lender to obtain the consent of such Participant to any other amendment, waiver or consent hereunder. The Borrower agrees that if amounts outstanding under this Agreement and the other Credit Documents are not paid when due (whether upon acceleration or otherwise), each Participant shall, to the fullest extent permitted by law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any other Credit Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any other Credit Documents; provided, however, that (i) no Participant shall exercise any rights under this sentence without the consent of the Administrative Agent, (ii) no Participant shall have any rights under this sentence which are greater than those of the selling Lender and (iii) such rights of setoff shall be subject to the obligation of such Participant to share the payment so obtained with all of the Lenders as provided in Section 2.10(b). The Borrower also agrees that any Lender which has transferred any participating interest in its Commitment or Loans shall, notwithstanding any such transfer, be entitled to the full benefits accorded such Lender under Sections 2.11, 2.12 and 2.13, as if such Lender had not made such transfer.

(c) Assignments. Any Lender may, at any time, sell and assign to any Lender or any Eligible Assignee (individually, an “Assignee Lender”) all or a portion of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this subsection (c), participations in L/C Obligations and in Swing Line Loans) (such a sale and assignment to be referred to herein as an “Assignment”) pursuant to an assignment agreement in substantially the form of Exhibit H hereto (an “Assignment Agreement”), executed by each Assignee Lender and such assignor Lender (an “Assignor Lender”) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that:

(i) Each Assignee Lender shall provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuers and the Swing Line Lender as each may require with respect to any continuing obligation to purchase participation interests in any L/C Obligations or any Swing Line Loans then outstanding;

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(ii) Without the written consent of the Administrative Agent and, if no Event of Default has occurred and is continuing, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed), no Lender may make any Assignment to any Assignee Lender which is not, immediately prior to such Assignment, a Lender hereunder, an Affiliate thereof or an Approved Fund thereof;

(iii) Without the written consent of the Administrative Agent and, if no Event of Default has occurred and is continuing, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed), no Lender may make any Assignment to any Assignee Lender if, after giving effect to such Assignment, the Commitment or Loans of such Lender or such Assignee Lender would be less than One Million Dollars ($1,000,000) (except that (A) a Lender may make an Assignment which reduces its Commitment or Loans to zero without the written consent of the Borrower and the Administrative Agent except to the extent such written consent is required by clause (ii) above or clause (iv) below and (B) an Assignor Lender may make an Assignment to an Assignee Lender whereby after giving effect to such Assignment, the Commitment or Loans of such Lender or such Assignee Lender would be less than One Million Dollars ($1,000,000) without the written consent of the Borrower and the Administrative Agent if the Assignee Lender is an Approved Fund of the Assignor Lender); and

(iv) Without the written consent of the Administrative Agent and, if no Event of Default has occurred and is continuing, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed), no Revolving Lender may make any Assignment which does not assign and delegate an equal pro rata interest in such Revolving Lender’s Revolving Loans, Revolving Loan Commitment and all other rights, duties and obligations of such Revolving Lender under this Agreement and the other Credit Documents.

Notwithstanding the foregoing, (a) the Borrower’s consent in respect of any Assignment shall not be required until the syndication of the Facilities shall have been completed as separately agreed by and among the Co-Lead Arrangers and the Borrower; and (b) any Lender may, without diminishing or relieving it of its obligations hereunder, assign to a Conduit Lender its right to make Loans under this Agreement and such Conduit Lender in turn may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in clauses (i) through (iv) above. Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy, Debtor Relief Law or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, or suits of any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

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Upon such execution, delivery, acceptance and recording of each Assignment Agreement and payment of the fee referred to in subsection (e) below, from and after the Assignment Effective Date determined pursuant to such Assignment Agreement, (A) each Assignee Lender thereunder shall be a Lender hereunder with a Commitment and Loans as set forth in such Assignment Agreement and shall have the rights, duties and obligations of such a Lender under this Agreement and the other Credit Documents and (B) the Assignor Lender thereunder shall be a Lender to the extent of any remaining Commitments or Loans held by such Lender after giving effect to such Assignment Agreement or, if the Commitment and Loans of the Assignor Lender have been reduced to $0, the Assignor Lender shall cease to be a Lender and to have any obligation to make any Loan; provided, however, that any such Assignor Lender which ceases to be a Lender shall continue to be entitled to the benefits of any provision of this Agreement which by its terms survives the termination of this Agreement. Each Assignment Agreement shall be deemed to amend Schedule I to the extent, and only to the extent, necessary to reflect the addition of each Assignee Lender, the deletion of each Assignor Lender which reduces its Commitment and Loans to $0 and the resulting adjustment of Commitment and Loans arising from the purchase by each Assignee Lender of all or a portion of the rights and obligations of an Assignor Lender under this Agreement and the other Credit Documents. On or prior to the Assignment Effective Date determined pursuant to each Assignment Agreement, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for a surrendered Note, if any, of the Assignor Lender thereunder, a new Note to the order of each Assignee Lender thereunder that requests such a note (with each new Note to be in an amount equal to the Commitment assumed by such Assignee Lender) and, if the Assignor Lender is continuing as a Lender hereunder, a new Note to the order of the Assignor Lender if so requested by such Assignor Lender (with the new Note to be in an amount equal to the Commitment retained by it). Each such new Note shall be dated the Effective Date (but with a notation of the date through which interest is paid), and each such new Note shall otherwise be in the form of the Note replaced thereby. The Notes surrendered by the Assignor Lender shall be returned by the Administrative Agent to the Borrower marked “Replaced”. Each Assignee Lender which was not previously a Lender hereunder and which is not incorporated under the laws of the United States of America or a state thereof shall, within three Business Days of becoming a Lender, deliver to the Borrower and the Administrative Agent two duly completed copies of US Internal Revenue Service Form W-8IMY, W-8BEN or W-8ECI (or successor applicable form), as the case may be.

(d) Register. The Administrative Agent shall maintain at its address referred to on Schedule VII a copy of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment or Loans of each Lender from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loans recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(e) Registration. Upon its receipt of an Assignment Agreement executed by an Assignor Lender and an Assignee Lender (and, to the extent required by Section 8.05(c), by the Borrower and the Administrative Agent) together with payment to the Administrative Agent

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by Assignor Lender of a registration and processing fee of $3,500 (it being understood that, subject to the immediately following sentence, such registration and processing fee shall be due and payable for each Assignment from an Assignor Lender to an Assignee Lender), the Administrative Agent shall (i) promptly accept such Assignment Agreement and (ii) on the Assignment Effective Date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the Borrower. Notwithstanding the foregoing, the registration and processing fee set forth in the immediately preceding sentence shall not be due and payable if the Assignee Lender party to an Assignment Agreement is an Approved Fund of the Assignor Lender party thereto. The Administrative Agent may, from time to time at its election, prepare and deliver to the Lenders and the Borrower a revised Schedule I reflecting the names, addresses and respective Commitment or Loans of all Lenders then parties hereto.

(f) Disclosure to Potential Participant or Assignee Lender. The Administrative Agent and the Lenders may disclose the Credit Documents and any financial or other information relating to any Borrower Entity to each other or to any potential Participant or Assignee Lender, subject to an agreement that the potential Participant or Assignee Lender shall keep such information confidential in accordance with their usual and customary business practices.

(g) Pledges to Federal Reserve Banks and Trustee. (i) Notwithstanding any other provision of this Agreement, any Lender may at any time assign all or a portion of its rights under this Agreement and the other Credit Documents to a Federal Reserve Bank or a bank in the farm credit banking system. No such assignment shall relieve the assigning Lender from its obligations under this Agreement and the other Credit Documents.

(ii) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and any Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that, unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 8.05, (i) no such pledge shall release the pledging Lender from any of its obligations under the Credit Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Credit Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

SECTION 8.06. Setoffs by Lenders. In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, with the prior consent of the Administrative Agent but without prior notice to or consent of the Borrower, any such notice and consent being expressly waived by the Borrower to the extent permitted by applicable laws upon the occurrence and during the continuance of an Event of Default, to set-off and apply against the Obligations any amount owing from such Lender to the Borrower. The aforesaid right of set-off may be exercised by such Lender against the Borrower or against any trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact

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that such right of set-off may not have been exercised by such Lender at any prior time. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

SECTION 8.07. No Third Party Rights. Nothing expressed in or to be implied from this Agreement is intended to give, or shall be construed to give, any Person, other than the parties hereto and their permitted successors and assigns hereunder, any benefit or legal or equitable right, remedy or claim under or by virtue of this Agreement or under or by virtue of any provision herein.

SECTION 8.08. Partial Invalidity. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law or any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

SECTION 8.09. Jury Trial. EACH OF THE BORROWER, THE CO-LEAD ARRANGERS, THE SYNDICATION AGENT, THE DOCUMENTATION AGENT, THE SWING-LINE LENDER, THE L/C ISSUERS, THE LENDERS AND THE ADMINISTRATIVE AGENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

SECTION 8.10. Counterparts. This Agreement may be executed in any number of counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes. Transmission by telecopier of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

SECTION 8.11. Consent to Jurisdiction. The Borrower irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, New York County and the courts of the United States of America located in the Southern District of New York and agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or any of the other Credit Documents may be brought against such party in any such courts. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 8.11 shall affect the right of the Administrative Agent or any Lender to commence legal proceedings or otherwise sue the Borrower in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The Borrower irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the

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future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the United States of America; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of the Borrower or to post a bond or to take similar action.

SECTION 8.12. Relationship of Parties. The relationship between the Borrower, on the one hand, and the Lenders and the Administrative Agent, on the other, is, and at all times shall remain, solely that of a borrower and lenders. Neither the Lenders nor the Administrative Agent shall under any circumstances be construed to be partners or joint venturers of the Borrower or any of its Affiliates; nor shall the Lenders nor the Administrative Agent under any circumstances be deemed to be in a relationship of confidence or trust or a fiduciary relationship with the Borrower or any of its Affiliates, or to owe any fiduciary duty to the Borrower or any of its Affiliates. The Lenders and the Administrative Agent do not undertake or assume any responsibility or duty to the Borrower or any of its Affiliates to select, review, inspect, supervise, pass judgment upon or otherwise inform the Borrower or any of its Affiliates of any matter in connection with its or their Property, any security held by the Administrative Agent or any Lender or the operations of the Borrower or any of its Affiliates. The Borrower and each of their Affiliates shall rely entirely on their own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by any Lender or the Administrative Agent in connection with such matters is solely for the protection of the Lenders and the Administrative Agent and neither the Borrower nor any of its Affiliates is entitled to rely thereon.

SECTION 8.13. Time. Time is of the essence as to each term or provision of this Agreement and each of the other Credit Documents.

SECTION 8.14. Waiver of Punitive Damages. Notwithstanding anything to the contrary contained in this Agreement, the Borrower hereby agrees that it shall not seek from the Lenders or the Administrative Agent punitive, consequential, or indirect damages relating to any such matters under any theory of liability.

SECTION 8.15. Participations. All participations in the Obligations or any portion thereof, whether pursuant to provisions hereof or otherwise, are intended to be “true sales” for purposes of financial reporting in accordance with Statement of Financial Accounting Standards No. 140. Accordingly, the L/C Issuers, the Swingline Lender and any Lender that sells or is deemed to have sold a participation in the Obligations (including any participations in Letters of Credit, Swingline Loans and/or Loans (each a “Participation Seller”) hereby agrees that if such Participation Seller receives any payment in respect of the Obligations to which such participation relates through the exercise of setoff by such Participation Seller against the Borrower or any other obligor, then such Participation Seller agrees to promptly pay to the participating party in such participation such participant’s pro rata share of such setoff (after giving effect to any sharing with the Lenders under Section 2.10 hereof).

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SECTION 8.16. OFAC. Notwithstanding anything to the contrary in this Agreement or in any of the other Credit Documents, in the event that the failure by any CBII Entity to observe or perform the covenant contained in Section 5.02(p) is not material or in the event that any CBII Entity fails to observe or perform the covenant contained in Section 5.02(p) without any officer of the Borrower or CBII being aware of such failure before its occurrence, such failure is isolated, and the Borrower promptly takes reasonable and practicable measures to remedy such failure or to mitigate the legal consequences of such failure after the date that an officer of the Borrower or of CBII becomes aware of such failure, such failure, in either such case, shall not constitute a violation of this Agreement for any reporting, borrowing, or related purposes under any of the Credit Documents.

SECTION 8.17. Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the US Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower and the other Loan Parties, which information includes the name and address of the Borrower and the other Loan Parties and other information that will allow such Lender to identify the Borrower and the other Loan Parties in accordance with the Act.

[The first signature page follows.]

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IN WITNESS WHEREOF, the Borrower, Holdings, the Lenders, the Administrative Agent, the L/C Issuers and the Swing Line Lender have caused this Agreement to be executed as of the day and year first above written.

BORROWER:
CHIQUITA BRANDS L.L.C., a Delaware limited liability company
By:	/s/ Jeffrey M. Zalla
Name:	Jeffrey M. Zalla
Title:	Senior Vice President and Chief Financial Officer
HOLDINGS:
CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation
By:	/s/ Jeffrey M. Zalla
Name:	Jeffrey M. Zalla
Title:	Senior Vice President and Chief Financial Officer

ADMINISTRATIVE AGENT, L/C ISSUER AND SWING LINE LENDER:
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Chiquita Collateral Agent, Fresh Express Collateral Agent, L/C Issuer and Swing Line Lender
By:	/s/ Richard DiDonato
Name:	Richard DiDonato
Title:	Managing Director
L/C ISSUER:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer
By:	/s/ Tammy R. Sturgis
Name:	Tammy R. Sturgis
Title:	Vice President
CO-LEAD ARRANGER:
WACHOVIA CAPITAL MARKETS, LLC
By:	/s/ Kira Deter
Name:	Kira Deter
Title:	Associate
SYNDICATION AGENT AND CO-LEAD ARRANGER:
MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent and Co-Lead Arranger
By:	/s/ Eugene F. Martin
Name:	Eugene F. Martin
Title:	Vice President

DOCUMENTATION AGENT:
GOLDMAN SACHS CREDIT PARTNERS L.P., as Documentation Agent
By:	/s/ Walter A. Jackson
Name:	Walter A. Jackson
Title:	Authorized Signature

THE LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Richard DiDonato
Name:	Richard DiDonato
Title:	Managing Director

MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ Eugene F. Martin
Name:	Eugene F. Martin
Title:	Vice President

GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ Walter A. Jackson
Name:	Walter A. Jackson
Title:	Authorized Signature