10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-1550

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

250 East Fifth Street

Cincinnati, Ohio 45202

(Address of principal executive offices and zip code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  ¨
Non-accelerated filer  ¨	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of July 31, 2008, there were 44,184,570 shares of Common Stock outstanding.

CHIQUITA BRANDS INTERNATIONAL, INC.

TABLE OF CONTENTS

	Page
PART I - Financial Information
Item 1 - Financial Statements
Condensed Consolidated Statements of Income for the quarters and six months ended June 30, 2008 and 2007	3
Condensed Consolidated Balance Sheets as of June 30, 2008, December 31, 2007 and June 30, 2007	4
Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2008 and 2007	6
Notes to Condensed Consolidated Financial Statements	7
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	35
Item 4 - Controls and Procedures	36
PART II - Other Information
Item 1 - Legal Proceedings	37
Item 1A - Risk Factors	37
Item 4 - Submission of Matters to a Vote of Security Holders	38
Item 6 - Exhibits	39
Signature	40

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PART I - Financial Information

Item 1 - Financial Statements

CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per share amounts)

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net sales	$	994,641		$	934,010		$	1,930,073		$	1,839,235
Operating expenses
Cost of sales		808,693			787,544			1,588,316			1,568,801
Selling, general and administrative		99,960			97,041			180,261			184,904
Depreciation		16,753			19,149			33,456			37,124
Amortization		2,456			2,455			4,911			4,911
Equity in earnings of investees		(5,599	)		(2,963	)		(6,086	)		(5,261	)
		922,263			903,226			1,800,858			1,790,479
Operating income		72,378			30,784			129,215			48,756
Interest income		1,785			2,555			3,082			4,938
Interest expense		(17,123	)		(23,678	)		(43,375	)		(46,694	)
Other income		8,622			—			8,622			—
Income from continuing operations before income taxes		65,662			9,661			97,544			7,000
Income taxes		(6,200	)		(4,300	)		(5,700	)		(4,300	)
Income from continuing operations		59,462			5,361			91,844			2,700
Income from discontinued operations, net of income taxes		2,619			3,219			1,911			2,506
Net income	$	62,081		$	8,580		$	93,755		$	5,206
Earnings per common share - basic:
Continuing operations	$	1.37		$	0.12		$	2.13		$	0.06
Discontinued operations		0.06			0.08			0.04			0.06
		1.43			0.20			2.17			0.12
Earnings per common share - diluted:
Continuing operations	$	1.31		$	0.12		$	2.06		$	0.06
Discontinued operations		0.06			0.08			0.04			0.06
		1.37			0.20			2.10			0.12

See Notes to Condensed Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share amounts)

	June 30, 2008		December 31, 2007		June 30, 2007
ASSETS
Current assets
Cash and equivalents	$	202,654	$	61,264	$	159,783
Trade receivables (less allowances of $10,919, $10,579 and $10,297)		353,587		291,347		312,603
Other receivables, net		101,320		102,277		90,669
Inventories		216,201		206,383		202,736
Prepaid expenses		37,873		41,129		38,520
Other current assets		62,984		27,672		2,866
Current assets of discontinued operations		231,766		191,010		183,436
Total current assets		1,206,385		921,082		990,613
Property, plant and equipment, net		329,302		343,878		347,515
Investments and other assets, net		178,879		168,624		135,281
Trademarks		449,085		449,085		449,085
Goodwill		552,761		547,637		541,007
Other intangible assets, net		139,141		144,943		149,855
Non-current assets of discontinued operations		105,985		102,353		98,873
Total assets	$	2,961,538	$	2,677,602	$	2,712,229

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CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share amounts)

	June 30, 2008		December 31, 2007		June 30, 2007
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes and loans payable	$	—	$	718	$	641
Long-term debt of subsidiaries due within one year		10,836		4,459		4,985
Accounts payable		365,129		320,016		307,289
Accrued liabilities		146,991		145,287		136,058
Current liabilities of discontinued operations		173,971		152,636		152,059
Total current liabilities		696,927		623,116		601,032
Long-term debt of parent company		675,000		475,000		475,000
Long-term debt of subsidiaries		187,898		323,013		364,726
Accrued pension and other employee benefits		56,028		59,059		62,010
Deferred gain - sale of shipping fleet		85,993		93,575		101,154
Net deferred tax liability		106,859		106,202		112,385
Other liabilities		74,565		91,127		97,969
Non-current liabilities of discontinued operations		11,612		11,037		15,242
Total liabilities		1,894,882		1,782,129		1,829,518
Commitments and contingencies
Shareholders’ equity
Common stock, $0.01 par value (44,142,849, 42,740,328 and 42,505,126 shares outstanding, respectively)		441		427		425
Capital surplus		711,178		695,647		689,575
Retained earnings		198,689		104,934		161,834
Accumulated other comprehensive income (loss) of continuing operations		98,015		45,285		(5,254	)
Accumulated other comprehensive income of discontinued operations		58,333		49,180		36,131
Total shareholders’ equity		1,066,656		895,473		882,711
Total liabilities and shareholders’ equity	$	2,961,538	$	2,677,602	$	2,712,229

See Notes to Condensed Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

(In thousands)

	Six Months Ended June 30,
	2008			2007
Cash provided (used) by:
Operations:
Net income	$	93,755		$	5,206
Income from discontinued operations		(1,911	)		(2,506	)
Depreciation and amortization		38,367			42,035
Write-off of deferred financing fees		8,670			1,613
Equity in earnings of investees		(6,086	)		(5,261	)
Amortization of the gain on sale of the shipping fleet		(7,582	)		—
Changes in current assets and liabilities and other, net		(16,463	)		21,597
Operating cash flow from continuing operations		108,750			62,684
Investing:
Capital expenditures		(21,156	)		(20,405	)
Proceeds from sales of:
Shipping fleet		—			224,814
Other property, plant and equipment		4,467			2,260
Acquisition of businesses		(2,000	)		—
Hurricane Katrina insurance proceeds		—			2,995
Other, net		(977	)		1,930
Investing cash flow from continuing operations		(19,666	)		211,594
Financing:
Issuance of long-term debt		400,000			—
Repayments of long-term debt		(328,753	)		(130,246	)
Fees and other issuance costs for long-term debt		(19,139	)		(106	)
Borrowings of notes and loans payable		57,000			40,000
Repayments of notes and loans payable		(57,720	)		(83,968	)
Proceeds from exercise of stock options/warrants		12,332			578
Financing cash flow from financing operations		63,720			(173,742	)
Cash flow from continuing operations		152,804			100,536
Discontinued operations:
Operating cash flow, net		(4,659	)		439
Investing cash flow, net		(336	)		(841	)
Financing cash flow, net		(2,041	)		(161	)
Cash flow from discontinued operations		(7,036	)		(563	)
Increase in cash and equivalents		145,768			99,973
Less increase in cash and cash equivalents of discontinued operations		(4,378	)		(186	)
Increase in cash and cash equivalents of continuing operations		141,390			99,787
Balance at beginning of period		61,264			59,996
Balance at end of period	$	202,654		$	159,783

See Notes to Condensed Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Interim results for Chiquita Brands International, Inc. (“CBII”) and subsidiaries (collectively, with CBII, the company) are subject to significant seasonal variations typical to the industry and are not indicative of the results of operations for a full fiscal year. Historically, the company’s results during the third and fourth quarters have been generally weaker than in the first half of the year due to increased availability of competing fruits and resulting lower banana prices. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair statement of the results of the interim periods shown have been made.

See Notes to Consolidated Financial Statements included in the company’s 2007 Annual Report on Form 10-K for additional information relating to the company’s consolidated financial statements.

Note 1 - Earnings Per Share

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

	Quarter Ended June 30,				Six Months Ended June 30,
(In thousands, except per share amounts)	2008		2007		2008		2007
Income from continuing operations	$	59,462	$	5,361	$	91,844	$	2,700
Income from discontinued operations		2,619		3,219		1,911		2,506
Net income	$	62,081	$	8,580	$	93,755	$	5,206
Weighted average common shares outstanding (used to calculate basic EPS)		43,507		42,468		43,183		42,416
Warrants, stock options and other stock awards		1,744		739		1,567		369
Shares used to calculate diluted EPS		45,251		43,207		44,750		42,785
Earnings per common share - basic:
Continuing operations	$	1.37	$	0.12	$	2.13	$	0.06
Discontinued operations		0.06		0.08		0.04		0.06
		1.43		0.20		2.17		0.12
Earnings per common share - diluted:
Continuing operations	$	1.31	$	0.12	$	2.06	$	0.06
Discontinued operations		0.06		0.08		0.04		0.06
		1.37		0.20		2.10		0.12

The assumed conversions to common stock of the company’s outstanding warrants, stock options, other stock awards and 4.25% convertible senior notes due 2016 are excluded from the diluted EPS computations for periods in which these items, on an individual basis, have an anti-dilutive effect on diluted EPS. For the quarter and six months ended June 30, 2008, the 4.25% convertible senior notes due 2016 did not have a dilutive effect due to the average trading price of the common shares being below the initial conversion price of $22.45 per share.

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During the second quarter of 2008, 3.0 million warrants were exercised, resulting in the issuance of 0.5 million shares. As of June 30, 2008, 10.3 million warrants to purchase common shares at $19.23 per share remain outstanding and expire on March 19, 2009.

Note 2 - Discontinued Operations

In May 2008, the company entered into an agreement with UNIVEG Fruit & Vegetable BV to sell 100% of the outstanding stock of its subsidiary, Atlanta AG (“Atlanta”), and certain related real property assets. The aggregate consideration consists of approximately $85 million in cash at current exchange rates plus working capital and net debt adjustments and contingent consideration as contemplated by the agreement. Atlanta operates 18 distribution centers in Germany, Austria and Spain that ripen and distribute bananas and other produce, most of which carry third-party labels. The agreement contains customary representations, warranties and conditions to closing. The company expects that the sale will be completed in the third quarter of 2008 after completion of a normal review by EU competition authorities. Net proceeds from the sale are expected to be used primarily for debt reduction.

In connection with the pending sale, the parties will enter into a long-term strategic agreement under which Atlanta will continue to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark. Sales of Chiquita bananas and other produce into these markets through the Atlanta distribution system totaled $40 million and $35 million for the quarters ended June 30, 2008 and 2007, respectively, and $78 million and $77 for the six-months ended June 30, 2008 and 2007, respectively. These continuing cash flows are not considered to be significant relative to the discontinued operations and, therefore, Atlanta meets the criteria for presentation as discontinued operations.

The company anticipates that the sale and related entry into the long-term banana ripening and distribution services agreement will result in a gain and an income tax benefit from the reversal of certain valuation allowances.

For comparative purposes, the consolidated financial statements for prior periods have been restated to present Atlanta as discontinued operations. Cash flows from discontinued operations include increases in intercompany balances due to continuing operations of $11 million and $1 million for the six months ended June 30, 2008 and 2007, respectively. Previously, approximately 75% of assets of discontinued operations were included in the other produce segment, with the remainder included in the Banana segment.

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Summarized financial information for discontinued operations is as follows:

Operating Results of Discontinued Operations:

	Quarter Ended June 30,						Six Months Ended June 30,
(In thousands)	2008			2007			2008			2007
Net sales	$	394,917		$	321,349		$	730,011		$	608,552
Operating income		3,281			3,535			3,193			3,568
Income of discontinued operations before income taxes		3,219			3,519			3,111			3,506
Income taxes		(600	)		(300	)		(1,200	)		(1,000	)
Income from discontinued operations	$	2,619		$	3,219		$	1,911		$	2,506
Net sales from discontinued operations by segment:
Bananas	$	68,479		$	48,093		$	124,299		$	90,890
Other Produce		326,438			273,256			605,712			517,662
	$	394,917		$	321,349		$	730,011		$	608,552
Operating income from discontinued operations by segment:
Bananas	$	207		$	1,180		$	550		$	2,069
Other Produce		3,536			1,982			2,994			1,395
Corporate		(462	)		373			(351	)		104
	$	3,281		$	3,535		$	3,193		$	3,568

Balance Sheet Data of Discontinued Operations:

(In thousands)	June 30, 2008		December 31, 2007		June 30, 2007
Trade receivables, net	$	186,074	$	158,201	$	152,435
Other current assets		45,692		32,809		31,001
Total current assets		231,766		191,010		183,436
Property, plant and equipment, net		94,569		91,245		87,183
Other assets		11,416		11,108		11,690
Total assets		337,751		293,363		282,309
Debt due within one year		8,586		9,489		10,141
Accounts payable and accrued liabilities		165,385		143,147		141,918
Total current liabilities		173,971		152,636		152,059
Debt, net of current portion		795		1,042		1,208
Other liabilities		10,817		9,995		14,034
Total liabilities		185,583		163,673		167,301
Accumulated other comprehensive income		58,333		49,180		36,131
Net assets	$	93,835	$	80,510	$	78,877

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Note 3 - Debt

Long-term debt consists of the following:

(In thousands)	June 30, 2008			December 31, 2007			June 30, 2007
Parent Company
7 1/2% Senior Notes, due 2014	$	250,000		$	250,000		$	250,000
8 7/8% Senior Notes, due 2015		225,000			225,000			225,000
4.25% Convertible Senior Notes, due 2016		200,000			—			—
Long-term debt of parent company	$	675,000		$	475,000		$	475,000
Subsidiaries
Credit Facility:
Term Loan	$	197,500		$	—		$	—
CBL Facility:
Term Loan C		—			325,725			367,500
Other loans		1,234			1,747			2,211
Less current maturities		(10,836	)		(4,459	)		(4,985	)
Long-term debt of subsidiaries	$	187,898		$	323,013		$	364,726

4.25% Convertible Senior Notes

On February 12, 2008, the company issued $200 million of 4.25% convertible senior notes due 2016 (“Convertible Notes”). The Convertible Notes provided approximately $194 million in net proceeds, which were used to repay a portion of Term Loan C (discussed below). Interest on the Convertible Notes is payable semiannually in arrears at a rate of 4.25% per annum, beginning August 15, 2008. The Convertible Notes are unsecured, unsubordinated obligations of the parent company and rank equally with the 7 ¹/2% Senior Notes and the 8 ⁷/8% Senior Notes.

The Convertible Notes are convertible at an initial conversion rate of 44.5524 shares of common stock per $1,000 in principal amount, equivalent to an initial conversion price of approximately $22.45 per share of common stock. The conversion rate is subject to adjustment based on certain dilutive events, including stock splits, stock dividends and other distributions (including cash dividends) in respect of the common stock.

Holders of the Convertible Notes may tender their notes for conversion between May 15 and August 14, 2016, in multiples of $1,000 in principal amount, without limitation. Prior to May 15, 2016, holders may tender their Convertible Notes for conversion under the following circumstances: (i) in any quarter, if the closing price of Chiquita common stock during 20 of the last 30 trading days of the prior quarter was above 130% of the conversion price ($29.18 per share based on the initial conversion price); (ii) if a specified corporate event occurs, such as a merger, recapitalization or issuance of certain rights or warrants; (iii) within 30 days of a “fundamental change,” which includes a change in control, merger, sale of all or substantially all of the company’s assets, dissolution or delisting; (iv) if during any 5-day trading period, the Convertible Notes are trading at less than 98% of the value of the shares into which the notes could otherwise be converted, as defined in the notes; or (v) if the company calls the Convertible Notes for redemption.

Upon conversion, the Convertible Notes may be settled in shares, in cash or any combination thereof, at the company’s option, unless the company makes an “irrevocable net share settlement election,” in which case any Convertible Notes tendered for conversion will be settled in a cash amount equal to the

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principal portion together with shares of the company’s common stock to the extent that the obligation exceeds such principal portion. The company’s current intent and policy is to settle any conversion of the Convertible Notes as if it had elected to make the net share settlement. The company initially reserved 11.8 million shares for conversions of the Convertible Notes.

Subject to certain exceptions, if the company undergoes a “fundamental change,” as defined in the notes, each holder of the Convertible Notes will have the option to require the company to repurchase all or a portion of such holder’s Convertible Notes. In the event of a fundamental change, the repurchase price will be 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest, plus certain make-whole adjustments, if applicable, and any Convertible Notes repurchased by the company will be paid in cash.

Beginning February 19, 2014, the company may call the Convertible Notes for redemption if the common stock trades above 130% of the applicable conversion price for at least 20 of the 30 trading days preceding the redemption notice.

See Note 14 for a description of how the retroactive application of FASB Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” will affect accounting for the Convertible Notes, for fiscal years beginning after December 15, 2008.

Credit Facility

On March 31, 2008, the company and Chiquita Brands L.L.C. (“CBL”), the main operating subsidiary of the company, entered into a new credit facility with a syndicate of bank lenders for a six-year, $350 million senior secured credit facility (“Credit Facility”) that replaced the remaining portions of the prior CBL Facility (discussed below). The new Credit Facility consists of a $200 million senior secured term loan (the “Term Loan”) and a $150 million senior secured revolving credit facility (the “Revolver”). The Revolver may be increased to $200 million under certain conditions. The new Credit Facility contains financial maintenance covenants that provide greater flexibility than those in the previous CBL Facility. The Credit Facility contains two financial maintenance covenants, an operating company leverage covenant of 3.50x and a fixed charge covenant of 1.15x, for the life of the facility, and no holding company or consolidated leverage covenant. The other covenants in the Credit Facility are similar to those in the prior CBL Facility.

The Term Loan matures on March 31, 2014, and bears interest, at the company’s option, at a rate per annum equal to either (i) the “Base Rate” plus 3.25% for the first six months and between 2.75% and 3.50% (based on the company’s consolidated adjusted leverage ratio) thereafter; or (ii) LIBOR plus 4.25% for the first six months and between 3.75% and 4.50% (based on the company’s consolidated adjusted leverage ratio) thereafter. The “Base Rate” is the higher of the lender’s prime rate and the Federal Funds Effective Rate plus 0.50%. The Term Loan interest rate was 6.75% at June 30, 2008. The Term Loan requires quarterly payments, amounting to 5.00% per year of the initial principal amount for the first two years and 10.00% per year of the initial principal amount for years three to six, with the remaining balance to be paid upon maturity at March 31, 2014. Borrowings under the Term Loan were used to extinguish the CBL Facility, including both Term Loan C (defined below) and the $47 million balance of the prior revolving credit facility, and to pay related fees and expenses; the company retained approximately $14 million of net proceeds.

The Revolver matures on March 31, 2014, and bears interest, at the company’s option, at a rate per annum equal to either (i) the “Base Rate” plus 2.50% for the first six months and between 2.00% and 2.75% (based on the company’s consolidated adjusted leverage ratio) thereafter; or (ii) LIBOR plus 3.50% for the first six months and between 3.00% and 3.75% (based on the company’s consolidated adjusted leverage ratio) thereafter. The company is required to pay a fee on the daily unused portion of

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the Revolver of 0.50% per annum. Borrowings under the Revolver may be used for working capital and other general corporate purposes, including permitted acquisitions. The Revolver contains a $100 million sub-limit for letters of credit, subject to a $50 million sub-limit for non-U.S. currency letters of credit. At June 30, 2008, there were no borrowings under the Revolver, and approximately $30 million of credit availability was used to support issued letters of credit, leaving approximately $120 million of availability.

The obligations under the Credit Facility are guaranteed by CBII, substantially all of CBL’s domestic subsidiaries and certain of its foreign subsidiaries. The obligations under the Credit Facility are secured by substantially all of the assets of CBL and its domestic subsidiaries, including trademarks, 100% of the stock of substantially all of CBL’s domestic subsidiaries and at least 65% of the stock of certain of CBL’s foreign subsidiaries. The company’s obligations under its guarantee are secured by a pledge of the stock of CBL.

The Credit Facility places customary limitations on the ability of CBL and its subsidiaries to incur additional debt, create liens, dispose of assets, carry out mergers and acquisitions and make investments and capital expenditures, as well as limitations on CBL’s ability to make loans, distributions or other transfers to CBII. However, payments to CBII 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 CBII (including interest payments on the Senior Notes and Convertible 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. At June 30, 2008, distributions to CBII, other than for normal overhead expenses and interest on the company’s Senior Notes and Convertible Notes, were limited to approximately $90 million. The Credit Facility also requires prepayment within 180 days with the net proceeds of significant asset sales (other than those related to Atlanta), unless those proceeds are reinvested in the company’s business.

Prior CBL Facility

The Credit Facility replaced the remaining portions of a previous $650 million senior secured credit facility (the “CBL Facility”), which had been amended and restated in 2006. Upon the extinguishment of the CBL Facility, the remaining $9 million of related deferred financing fees were recognized through “Interest expense” in the Condensed Consolidated Statement of Income.

The CBL Facility included a five-year, $200 million revolving credit facility (the “Revolving Credit Facility”). At December 31, 2007, no borrowings were outstanding and $31 million of credit availability was used to support issued letters of credit under the Revolving Credit Facility. At June 30, 2007, there were no borrowings outstanding and $29 million of credit availability was used to support issued letters of credit. The company repaid $80 million of borrowings under the Revolving Credit Facility in the second quarter of 2007, mostly with ship sale proceeds (see Note 4). The company borrowed an additional $57 million under the Revolving Credit Facility in January and February 2008, which was repaid in March 2008, primarily with the proceeds from the new Term Loan. At December 31, 2007 and June 30, 2007, the interest rate on the Revolving Credit Facility was LIBOR plus 3.00%.

The CBL Facility also included two seven-year term loans, one for $125 million (“Term Loan B”) and one for $375 million (“Term Loan C”), the proceeds of which were used to finance a portion of the acquisition of Fresh Express. In 2005, the company made $100 million of principal prepayments on Term Loan B. In 2007, the company repaid the remaining $24 million of Term Loan B and $40 million of Term Loan C using proceeds from the sale of its ships (see Note 4). In February 2008, the company repaid $194 million of Term Loan C with the net proceeds of the Convertible Notes, and in March 2008, the company repaid the remaining $132 million of Term Loan C with the proceeds from the new Term Loan under the new Credit Facility. At December 31, 2007 and June 30, 2007, the interest rate on Term Loan C was LIBOR plus 3.00%.

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Ship-Related Debt

In June 2007, the company repaid the remaining $90 million of loans secured by its shipping assets with cash proceeds from the sale of the company’s ships (see Note 4).

Note 4 - Sale of Shipping Fleet

In June 2007, the company completed the sale of its twelve refrigerated cargo ships and related spare parts for $227 million. The ships are being chartered back from an alliance formed by Eastwind Maritime Inc. and NYKCool AB. The parties also entered a long-term strategic agreement in which the alliance serves as Chiquita’s preferred supplier in ocean shipping to and from Europe and North America.

As part of the transaction, Chiquita leased back eleven of the ships for a period of seven years, with options for up to an additional five years, and one ship for a period of three years, with an option for up to an additional two years. The leases for all twelve ships qualify as operating leases. The agreements also provide for the alliance to service the remainder of Chiquita’s core ocean shipping needs for North America and Europe, including, among other things, providing seven additional refrigerated cargo ships under multi-year time charters, which commenced in December 2007 and January 2008.

The ships sold consisted of eight specialized refrigerated ships and four refrigerated container ships, which collectively transported approximately 70 percent of Chiquita’s banana volume shipped to core markets in Europe and North America. The company realized a gain on the sale of the ships of approximately $102 million, which has been deferred and will be amortized to the Condensed Consolidated Statements of Income over the initial leaseback periods at a rate of approximately $14 million per year. The company recognized approximately $4 million and $8 million of this gain in the quarter and six months ended June 30, 2008, respectively, as a reduction of cost of sales. The company recognized less than $1 million of this gain in the quarter ended June 30, 2007.

Of the $222 million net cash proceeds from the transaction, approximately $210 million was used to repay debt, including $90 million of debt associated with the ships and $120 million of borrowings under the CBL Facility.

Note 5 - Commitments and Contingencies

The company had recorded accruals in the Condensed Consolidated Balance Sheets of $20 million at June 30, 2008 and December 31, 2007 and $25 million at June 30, 2007 for liability related to the plea agreement with the U.S. Department of Justice described below. As of June 30, 2008, the company determined that losses from the other contingent liabilities described below were not probable, and therefore, no other amounts have been accrued.

Colombia-Related Matters

DOJ Settlement. As previously disclosed, in March 2007, the company entered into a plea agreement with the U.S. Department of Justice (“DOJ”) relating to payments made by the company’s former Colombian subsidiary to a Colombian paramilitary group designated under U.S. law as a foreign terrorist organization. The company had previously voluntarily disclosed these payments to the DOJ as having been made by its Colombian subsidiary to protect its employees from risks to their safety if the payments were not made. Under the terms of the plea agreement, the company pled guilty to one count of Engaging in Transactions with a Specially-Designated Global Terrorist Group without having first obtained a

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license from the U.S. Department of Treasury’s Office of Foreign Assets Control. The company agreed to pay a fine of $25 million, payable in five equal annual installments with interest. In September 2007, the U.S. District Court for the District of Columbia approved the plea agreement, and the company paid the first $5 million annual installment. The DOJ had earlier announced that it would not pursue charges against any current or former company executives. Pursuant to customary provisions in the plea agreement, the Court placed the company on corporate probation for five years, during which time the company must not violate the law and must implement and/or maintain certain business processes and compliance programs; violation of these requirements could result in setting aside the principal terms of the plea agreement, including the amount of the fine imposed. The company recorded a charge of $25 million in its consolidated financial statements for the quarter and year ended December 31, 2006. At June 30, 2008, $5 million of the remaining liability is included in “Accrued liabilities” and $15 million is included in “Other liabilities” on the Condensed Consolidated Balance Sheet.

Tort Lawsuits. Between June 2007 and May 2008, five lawsuits were filed against the company in U.S. federal courts, including one each in the District of Columbia, the District of New Jersey and the Southern District of New York and two in the Southern District of Florida. These lawsuits assert civil tort claims under various laws, including the Alien Tort Statute, 28 U.S.C. § 1350, the Torture Victim Protection Act, 28 U.S.C. § 1350 note, and state laws. The plaintiffs in all five lawsuits, either individually or as members of a putative class, claim to be family members or legal heirs of individuals allegedly killed or injured by armed groups that received payments from the company’s former Colombian subsidiary. The plaintiffs claim that, as a result of such payments, the company should be held legally responsible for the deaths of plaintiffs’ family members. At present, claims are asserted on behalf of approximately 900 alleged victims in the five suits. The District of Columbia, New Jersey and both Florida suits seek unspecified compensatory and punitive damages, as well as attorneys’ fees and costs; the New Jersey suit also requests treble damages and disgorgement of profits, although it does not explain the basis of such demands. The New York suit contains a specific demand of $10 million in compensatory damages and $10 million in punitive damages for each of the 628 alleged victims in that suit. All five lawsuits have been centralized in the U.S. District Court for the Southern District of Florida for consolidated or coordinated pretrial proceedings. The company believes the plaintiffs’ claims are without merit and is defending itself vigorously.

In March 2008, an additional tort lawsuit was filed against the company in the U.S. District Court for the Southern District of Florida. The plaintiffs are American citizens who allege that they are the survivors of five American nationals kidnapped and killed by an armed group in Colombia during the 1990s. Similar to the five Alien Tort Statute lawsuits filed against the company, the plaintiffs contend that the company should be held liable because its former Colombian subsidiary allegedly provided material support to the armed group. The plaintiffs in this case assert civil claims under the Antiterrorism Act, 18 U.S.C. § 2331, et seq., and state tort laws. The suit seeks unspecified compensatory damages, treble damages, attorneys’ fees and costs and punitive damages. The company believes the plaintiffs’ claims are without merit and is defending itself vigorously.

Derivative Lawsuits. Between October and December 2007, five shareholder derivative lawsuits were filed against certain of the company’s current and former officers and directors. Three of the cases were filed in federal courts, one each in the Southern District of Ohio, the District of Columbia and the District of New Jersey. Two of the cases were filed in state courts, one each in New Jersey and Ohio. All five complaints allege that the named defendants breached their fiduciary duties to the company and/or wasted corporate assets in connection with the payments that were the subject of the company’s March 2007 plea agreement with the DOJ, described above. The complaints seek unspecified damages against the named defendants; two of them also seek the imposition of certain equitable remedies on the company. The New Jersey state court action also asserts claims against the company’s former auditor, Ernst & Young LLP. None of the actions seeks any monetary recovery from the company.

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In early January 2008, the claims in the New Jersey state court suit against the company’s current and former officers and directors were dismissed without prejudice. The plaintiff refiled those claims in the U.S. District Court for the District of Columbia. In April 2008, the remaining claims against Ernst & Young in the New Jersey state court were also dismissed without prejudice. In June 2008, the plaintiff filed a notice of appeal from the January and April 2008 orders insofar as they related to Ernst & Young. In February 2008, the Ohio state court derivative lawsuit was stayed, pending progress of the federal derivative proceedings. All four of the federal derivative lawsuits have been centralized in the Southern District of Florida, together with the tort lawsuits described above, for consolidated or coordinated pretrial proceedings.

In April 2008, the company’s Board of Directors established a Special Litigation Committee to investigate and analyze the allegations and claims asserted in the derivative lawsuits and to determine what action the company should take with respect to them, including whether it is in the best interests of the company and its shareholders to pursue these claims. The Special Litigation Committee is continuing to review these matters.

Investigation. Based on press reports and other sources, the company has learned that the Colombian Attorney General’s Office has commenced an investigation into payments made by companies in the banana and other industries to paramilitary groups in Colombia, and the company understands this to include payments made by the company’s former Colombian subsidiary. The company believes that it has at all times complied with Colombian law.

Italian Customs Cases

In October 2004, the company’s Italian subsidiary, Chiquita Italia, received the first of several notices from various customs authorities in Italy stating that it is potentially liable for additional duties and taxes on the import of bananas by Socoba S.r.l. (“Socoba”) from 1998 to 2000 for sale to Chiquita Italia. The claims aggregate approximately €26.9 million, plus interest currently estimated at approximately €17.6 million. The customs authorities claim that the amounts are due because these bananas were imported with licenses that were subsequently determined to have been forged and that Chiquita Italia should be jointly liable with Socoba because (a) Socoba was controlled by the former general manager of Chiquita Italia and (b) the import transactions benefited Chiquita Italia, which arranged for Socoba to purchase the bananas from another Chiquita subsidiary and, after customs clearance, sell them to Chiquita Italia. Chiquita Italia is contesting these claims through appropriate proceedings, principally on the basis of its good faith belief at the time the import licenses were obtained and used that they were valid. In connection with these claims, there are also criminal proceedings pending in Italy against certain individuals alleged to have been involved. A claim has been filed in one of these proceedings seeking to obtain a civil recovery against Chiquita Italia for damages, should there ultimately be a criminal conviction and a finding of damages. Although Chiquita Italia believes it has strong defenses against this claim, any recovery would not, in any event, significantly increase the company’s potential liability and would be largely offset against any amounts that could be recovered in the civil cases described below.

In October 2006, Chiquita Italia received notice in one proceeding, in a court of first instance in Trento, that the court had determined that it was jointly liable for a claim of €4.7 million. Chiquita Italia has appealed this finding; the applicable appeal involves a review of the facts and law applicable to the case, and the appellate court can render a decision that disregards or substantially modifies the lower court’s opinion. In March 2007, Chiquita Italia received notice in a separate proceeding that the court of first instance in Genoa had determined that it was not liable for a claim of €7.4 million, plus interest. In April 2008, the customs authorities appealed this case. In August 2007, Chiquita Italia received notice that the court of first instance in Alessandria had determined that it was liable for a claim of less than €0.5 million. Chiquita Italia appealed this finding and, as in the Trento proceeding, the appeal will involve a review of the entire factual record and legal arguments of the case. Chiquita Italia may in the future be required to post surety bonds for up to the full amounts claimed in this and other proceedings.

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In early March 2008, Chiquita Italia was required to provide documents and information to the Italian fiscal police at its offices in Rome in connection with a criminal investigation into imports of bananas by Chiquita Italia during 2004-2005, and the payment of customs duties on these imports. While only preliminary information is available, the focus of the investigation appears to be on the importation process in which Chiquita International Limited sold bananas to various holders of so-called Type A import licenses, which in turn imported the bananas and resold them to Chiquita Italia or other Chiquita entities. The company believes that all of the transactions under investigation were legitimate under both Italian and European Union (“EU”) law at all times, that the types of transactions apparently under investigation were widely accepted by competent authorities across the EU and by the European Commission (“EC”), and that all of the underlying import transactions were entirely genuine. In the event that Italian prosecutors determine to pursue this matter, the legal representatives of Chiquita Italia during these years could be charged under applicable provisions of Italian law and Chiquita Italia could be determined to be civilly liable for damages, including applicable duties and penalties. Chiquita Italia is defending all of the transactions at issue vigorously.

Competition Law Proceedings

In June 2005, the company announced that its management had become aware that certain of its employees had shared pricing and volume information with competitors in Europe over many years in violation of European competition laws and company policies, and may have engaged in other conduct which did not comply with European competition laws or applicable company policies. The company promptly stopped the conduct and notified the EC and other regulatory authorities of these matters.

In July 2007, the company received a Statement of Objections from the EC in relation to this matter. In its Statement of Objections, the EC indicated its preliminary conclusion that an infringement of the European competition rules had occurred. The company filed its response to the Statement of Objections with the EC in September 2007. An oral hearing, in which the companies identified in the Statement of Objections had an opportunity to make oral presentations to the EC, occurred in February 2008. The company expects a final EC decision to be issued sometime during the third quarter of 2008, but there are no assurances with respect to actual timing. As part of the broad investigations triggered by the company’s voluntary notification, the EC is also investigating certain alleged conduct in southern Europe in addition to the conduct that is the subject of the Statement of Objections. The company is cooperating fully in that investigation.

Based on the company’s voluntary notification and cooperation with the investigation, the EC notified the company that it would be granted conditional immunity from any fines related to this conduct, subject to customary conditions, including the company’s continuing cooperation with the investigation and a continued determination of its eligibility for immunity. Accordingly, the company does not expect to be subject to any fines by the EC in connection with this matter or the pending additional investigation. However, if at the conclusion of its investigations, which could continue through 2008 or later, the EC were to determine, among other things, that the company did not continue to cooperate or was not otherwise eligible for immunity, then the company could be subject to fines, which, if imposed, could be substantial. The company does not believe that the reporting of these matters or the cessation of the conduct has had or should in the future have any material adverse effect on the regulatory or competitive environment in which it operates.

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Other

In November 2007, the company received a favorable decision from the court of second instance in Turin, Italy, for the refund of certain consumption taxes paid between 1980 and 1990. The company recognized other income of $9 million, or $6 million net of tax, when this refund was received in the second quarter of 2008. The company has a number of other similar claims pending in different Italian jurisdictions and any gains that may occur will be recognized as the related gain contingencies are resolved and cash is received. The November Turin ruling has no binding effect on the claims in other jurisdictions, which may take years to resolve.

Note 6 - Inventories

(In thousands)	June 30, 2008		December 31, 2007		June 30, 2007
Bananas	$	38,221	$	38,749	$	38,669
Salads		11,320		8,103		8,992
Other fresh produce		4,309		1,743		8,632
Processed food products		16,995		16,402		12,597
Growing crops		82,454		86,429		79,269
Materials, supplies and other		62,902		54,957		54,577
	$	216,201	$	206,383	$	202,736

Note 7 - Segment Information

The company reports the following three business segments:

• Bananas: The Banana segment includes the sourcing (purchase and production), transportation, marketing and distribution of bananas.

• Salads and Healthy Snacks: The Salads and Healthy Snacks segment includes ready to eat, packaged salads, referred to in the industry as “value-added salads”; fresh vegetable and fruit ingredients used in foodservice; processed fruit ingredient products and healthy snacking operations, including the company’s European smoothie product, Just Fruit in a Bottle.

• Other Produce: The Other Produce segment includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas.

Beginning in the second quarter of 2008, the company modified its reportable business segments to move Just Fruit in a Bottle to Salads and Healthy Snacks from Other Produce to realign with the company’s internal management reporting procedures. Prior period figures have been restated to reflect this change. In addition, the company does not allocate certain corporate expenses to the reportable segments. These expenses are included in “Corporate.” The company evaluates the performance of its business segments based on operating income from continuing operations. Intercompany transactions between segments are eliminated. Discontinued operations were previously included in the Banana and Other Produce segments. See further information related to discontinued operations in Note 2.

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Financial information for each segment follows:

(In thousands)	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net sales of continuing operations:
Bananas	$	562,702		$	480,373		$	1,090,812		$	960,408
Salads and Healthy Snacks		350,463			337,025			685,267			631,375
Other Produce		81,476			116,612			153,994			247,452
	$	994,641		$	934,010		$	1,930,073		$	1,839,235
Operating income (loss) of continuing operations:
Bananas	$	88,957		$	43,266		$	149,767		$	75,806
Salads and Healthy Snacks		(5,861	)		9,976			(2,226	)		8,092
Other Produce		4,512			11			7,942			(357	)
Corporate		(15,230	)		(22,469	)		(26,268	)		(34,785	)
	$	72,378		$	30,784		$	129,215		$	48,756

Note 8 - Comprehensive Income

	Quarter Ended June 30,						Six Months Ended June 30,
(In thousands)	2008			2007			2008			2007
Income from continuing operations	$	59,462		$	5,361		$	91,844		$	2,700
Other comprehensive income from continuing operations:
Unrealized foreign currency translation gains		369			749			1,294			1,045
Change in fair value of cost investment		(870	)		(379	)		(3,325	)		1,282
Change in fair value of derivatives		61,839			1,088			54,915			3,844
Losses (gains) reclassified from OCI into net income (loss)		2,171			5,555			270			11,794
Pension liability adjustments		173			309			(424	)		(32	)
Comprehensive income from continuing operations		123,144			12,683			144,574			20,633
Income from discontinued operations		2,619			3,219			1,911			2,506
Other comprehensive income from discontinued operations:
Unrealized foreign currency translation gains		22			1,887			8,659			2,910
Pension liability adjustments		14			(1,111	)		494			(1,065	)
Comprehensive income from discontinued operations		2,655			3,995			11,064			4,351
Comprehensive income	$	125,799		$	16,678		$	155,638		$	24,984

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Note 9 - Hedging

The company enters into contracts to hedge its risks associated with euro exchange rate movements, primarily to reduce the negative earnings and cash flow impact that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars. The company reduces these exposures by purchasing put options and collars. Purchased put options, which require an upfront premium payment, can reduce the negative earnings impact on the company of a significant future decline in the value of the euro, without limiting the benefit received from a stronger euro. Through 2008, the company also utilized collars, which include call options that reduced the company’s net option premium expense but could limit the benefit received from a stronger euro.

The company also enters into hedge contracts for fuel oil for its shipping operations, which permit it to lock in fuel purchase prices for up to three years and thereby minimize the volatility that changes in fuel prices could have on its operating results. Although the company sold its twelve ships in June 2007, it is still responsible for purchasing fuel for these ships, which are being chartered back under long-term leases, and as a result, the company intends to continue its fuel hedging activities.

Foreign currency hedging costs charged to the Condensed Consolidated Statements of Income were $6 million and $7 million for the second quarters of 2008 and 2007, respectively, and $11 million and $13 million for the six months ended June 30, 2008 and 2007, respectively. These costs reduce any favorable impact of the exchange rate on U.S. dollar realizations of euro-denominated sales. At June 30, 2008, unrealized losses of $14 million on the company’s currency hedges were included in “Accumulated other comprehensive income of continuing operations,” $10 million of which is expected to be reclassified to net income in the next twelve months. Unrealized gains of $108 million on the fuel forward contracts were also included in “Accumulated other comprehensive income of continuing operations” at June 30, 2008, $65 million of which is expected to be reclassified to net income during the next twelve months.

In October and November 2007, the company re-optimized its currency hedge portfolio for 2008. The company invested a net $4 million to replace approximately €340 million of euro put options expiring in 2008 with an average strike rate of $1.28 per euro, with collars comprised of put options at an average strike rate of $1.41 per euro and call options at an average strike rate of $1.56 per euro. Gains or losses on the new instruments, as well as the losses incurred on the original set of options, will be deferred in “Accumulated other comprehensive income” until the underlying transactions are recognized in net income.

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At June 30, 2008, the company’s hedge portfolio consisted of the following:

Hedge Instrument	Notional Amount			Average Rate/Price			Settlement Year
Currency Hedges
Purchased Euro Put Options	€	144 million		$	1.40 /	€	2008
Sold Euro Call Options	€	142 million		$	1.56 /	€	2008
Purchased Euro Put Options	€	346 million		$	1.39 /	€	2009
Purchased Euro Put Options	€	40 million		$	1.47 /	€	2010
Fuel Hedges
3.5% Rotterdam Barge:
Fuel Oil Forward Contracts		82,000 metric tons	(mt)	$	338 / mt		2008
Fuel Oil Forward Contracts		164,000 mt		$	337 / mt		2009
Fuel Oil Forward Contracts		25,000 mt		$	317 / mt		2010
Singapore/New York Harbor:
Fuel Oil Forward Contracts		19,000 mt		$	370 / mt		2008
Fuel Oil Forward Contracts		37,000 mt		$	366 / mt		2009
Fuel Oil Forward Contracts		6,000 mt		$	349 / mt		2010

At June 30, 2008, the fair value of the foreign currency option and fuel oil forward contracts was a net asset of $112 million, of which $62 million is included in “Other current assets” and $50 million in “Investments and other assets, net.” The amount included in net income for the change in fair value of the fuel oil forward contracts relating to hedge ineffectiveness was not material for the quarters ended June 30, 2008 and 2007.

Note 10 - Stock-Based Compensation

Stock compensation expense totaled $2 million for the second quarters of 2008 and 2007 and $5 million for the six months ended June 30, 2008 and 2007. This expense relates primarily to restricted stock awards. In the first quarter of 2008, the company granted restricted stock awards for approximately 100,000 shares, most of which vest over two years, although the company’s restricted stock awards generally vest over four years. Prior to vesting, grantees are not eligible to vote or receive dividends on the restricted shares.

The company also has a Long-Term Incentive Program (“LTIP”) for certain executive level employees. Awards are intended to be performance-based compensation as defined in Section 162(m) of the Internal Revenue Code. For the three year period 2008-2010, one-half of the LTIP awards will be based on the company’s achievement of cumulative earnings per primary share targets, and the other half will be based on the company’s achievement of total shareholder return relative to peer companies.

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Note 11 - Pension and Severance Benefits

Net pension expense from continuing operations from the company’s defined benefit and severance plans, primarily comprised of the company’s severance plans covering Central American employees, consists of the following:

	Quarter Ended June 30,						Six Months Ended June 30,
(In thousands)	2008			2007			2008			2007
Defined benefit and severance plans:
Service cost	$	1,574		$	1,424		$	3,146		$	2,864
Interest on projected benefit obligation		1,195			1,270			2,388			2,549
Expected return on plan assets		(506	)		(471	)		(1,011	)		(942	)
Recognized actuarial loss		157			224			314			452
Amortization of prior service cost		17			69			33			140
	$	2,437		$	2,516		$	4,870		$	5,063

Note 12 - Income Taxes

The company’s effective tax rate varies from period to period due to the level and mix of income generated in its various domestic and foreign jurisdictions. The company currently does not generate U.S. federal taxable income. The company’s taxable earnings are substantially from foreign operations being taxed in jurisdictions at a net effective rate lower than the U.S. statutory rate. No U.S. taxes have been accrued on foreign earnings because such earnings have been or are expected to be permanently invested in foreign operating assets.

Income tax expense reflects benefits due to the resolution of tax contingencies in various jurisdictions of $1 million and zero for the second quarters of 2008 and 2007, respectively, and $6 million and $4 million for the six months ended June 30, 2008 and 2007, respectively.

Financial Accounting Standards Board (“FASB”) Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes,” prescribes the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for the company beginning January 1, 2007, and required any adjustments as of this date to be charged to beginning retained earnings rather than the Condensed Consolidated Statements of Income.

As a result of adopting FIN 48, the company recorded a cumulative effect adjustment of $21 million as a charge to retained earnings on January 1, 2007. On this date, the company had unrecognized tax benefits of approximately $40 million, of which $33 million, if recognized, will impact the company’s effective tax rate. The total amount of accrued interest and penalties related to uncertain tax positions on January 1, 2007 was $20 million.

At June 30, 2008, the company had unrecognized tax benefits of approximately $36 million, of which $28 million, if recognized, will impact the company’s effective tax rate. Interest and penalties included in “Income taxes” for the quarter and six months ended June 30, 2008 were $1 million and $1 million, respectively, and the cumulative interest and penalties included in the Condensed Consolidated Balance Sheet at June 30, 2008 was $18 million.

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During the next twelve months, it is reasonably possible that unrecognized tax benefits impacting the effective tax rate could be recognized as a result of the expiration of statutes of limitation in the amount of $5 million plus accrued interest and penalties. In addition, the company has ongoing income tax audits in multiple jurisdictions that are in various stages of audit or appeal. If these audits are resolved favorably, unrecognized tax benefits of up to $4 million plus accrued interest and penalties could also be recognized. The timing of the resolution of these audits is uncertain but reasonably possible to occur in the next twelve months.

Note 13 - Fair Value Measurements

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements, but does not require any additional fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-2, “Effective Date of FASB Statement No. 157,” which delayed the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. Accordingly, the company partially adopted SFAS No. 157 effective January 1, 2008, which did not have a material impact on the company’s fair value measurements, and will defer application of SFAS No. 157 to nonfinancial assets and nonfinancial liabilities. Fair value measurements where the provisions of SFAS No. 157 have not been applied include fair value assessments used in annual impairment tests of goodwill and trademarks, in other impairment tests of nonfinancial assets and in the valuation of assets held for sale.

SFAS No. 157 provides a singular definition of fair value that preserves the exchange price notion that existed in previous definitions of fair value; SFAS No. 157 clarified that fair value is the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for such asset or liability. SFAS No. 157 also establishes a three-level hierarchy that prioritizes the use of observable inputs. The three levels are:

Level 1	–	observable prices in active markets for identical assets and liabilities;
Level 2	–	observable inputs other than quoted market prices in active markets for identical assets and liabilities, which include quoted prices for similar assets or liabilities in an active market and market-corroborated inputs; and
Level 3	–	unobservable inputs.

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The level of a fair value measurement in the hierarchy is determined entirely by the lowest level input that is significant to the measurement.

			Fair Value Measurements Using
(In thousands)	June 30, 2008		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Cash and cash equivalents	$	202,654	$	202,654	$	—
Fuel and currency hedging		112,272		—		112,272
Cost investment		3,187		3,187		—
Total	$	318,113	$	205,841	$	112,272

Cash and cash equivalents are comprised of either bank deposits or amounts invested in money market funds, the fair value of which is based on quoted market prices. Cash and cash equivalents included in “Current assets of discontinued operations” were $18 million at June 30, 2008 and are also comprised of either bank deposits or amounts invested in money market funds, the fair value of which is based on quoted market prices (Level 1). The company values fuel hedging positions by applying an observable discount rate to the current market value of identical hedge positions. The company values currency hedging positions by utilizing observable or market-corroborated inputs such as exchange rates, volatility, and forward yield curves. The fair value of the cost investment is based on quoted market prices.

Note 14 - New Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 permits voluntary measurement of many financial assets and financial liabilities at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The company did not elect to apply the provisions of SFAS No. 159.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) expands the existing guidance related to transactions resulting in obtaining control of a business and the related recognition and measurement of assets, liabilities, contingencies, goodwill and intangible assets. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. The company is currently assessing the impact of SFAS No. 141(R) on its Condensed Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 requires: (a) noncontrolling interests in subsidiaries to be separately presented within equity; (b) consolidated net income to be adjusted to include the net income attributable to the noncontrolling interest; (c) consolidated comprehensive income to be adjusted to include the comprehensive income attributed to the noncontrolling interest; (d) additional disclosures; and (e) a noncontrolling interest to continue to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The company is currently assessing the impact of SFAS No. 160 on its Condensed Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.” SFAS No. 161 amends and expands the disclosure requirements for derivative instruments and hedging activities and is effective for fiscal years beginning after November 15, 2008. The company is currently assessing the impact of SFAS No. 161 on its Condensed Consolidated Financial Statements.

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In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets.” This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This FSP is effective for fiscal years beginning after December 15, 2008. The company is currently assessing the impact of FSP FAS 142-3 on its Condensed Consolidated Financial Statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to Statement of Auditing Standards Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The company is currently assessing the impact of SFAS No. 162 on its Condensed Consolidated Financial Statements.

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” which will change the accounting for convertible debt instruments that may be settled wholly or partly with cash, such as the company’s Convertible Notes. This FSP requires convertible debt to be accounted for as two elements: a convertible debt liability recorded at a discount to reflect the value of a similar debt instrument without the conversion feature and the value of the conversion feature upon issuance recorded as capital surplus. The debt is then accreted to its face value through interest expense, thereby reflecting the market interest rate of debt. This FSP is effective retroactively for fiscal years beginning after December 15, 2008 and will be applied to both new and previously issued convertible debt instruments. The company expects the adoption of FSP APB 14-1 to increase the company’s interest expense and to lower its reported total debt prior to maturity of the Convertible Notes; however, the company is currently assessing the full impact of FSP APB 14-1 on its Condensed Consolidated Financial Statements.

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Item 2

CHIQUITA BRANDS INTERNATIONAL, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The company’s operating results for the quarter and six months ended June 30, 2008 improved significantly compared to the year-ago periods primarily due to improved banana pricing in each of the company’s markets, strengthening of the euro and savings from the company’s 2007 business restructuring. The improved banana pricing reflected continuing constraints on availability in the second quarter of 2008. The company achieved these improvements in operating results despite significant increases in industry and other product supply costs for purchased fruit, raw product and traded commodities, such as fuel and fertilizers. The company’s pricing actions and cost reduction programs have allowed it to overcome these continuing cost increases and to improve operating results, particularly in the banana segment. Though the positive banana results were partially offset by weakness in the company’s salad operations, the company continues to invest in new products and product innovations to further diversify its product portfolio, such as Just Fruit in a Bottle, the company’s European smoothie product. The company’s results are subject to significant seasonal variations and interim results are not indicative of the results of operations for the full fiscal year. The company’s results during the third and fourth quarters are generally weaker than in the first half of the year due to increased availability of competing fruits and resulting lower banana prices. The company expects these seasonal trends to apply in 2008.

In May 2008, the company entered into an agreement with UNIVEG Fruit and Vegetables BV to sell 100% of the outstanding stock of its subsidiary, Atlanta AG (“Atlanta”), and certain related real property assets. The aggregate consideration consists of approximately $85 million in cash at current exchange rates, plus working capital and net debt adjustments and contingent consideration as contemplated by the agreement. Atlanta operates 18 distribution centers in Germany, Austria and Spain that ripen and distribute bananas and other produce, most of which carry third-party labels. The company expects that the sale will be completed in the third quarter of 2008 after the completion of a normal review by EU competition authorities. Net proceeds from the sale are expected to be used primarily for debt reduction. In connection with the pending sale, the parties will enter into a long-term strategic agreement under which Atlanta will continue to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark. The company anticipates that the sale and related entry into the services agreement will result in a gain and an income tax benefit from the reversal of certain valuation allowances. Summary financial information for these discontinued operations can be found in Note 2 to the Condensed Consolidated Financial Statements. Prior to presentation as discontinued operations, Atlanta’s results had been included in the Banana and Other Produce segments.

The company completed successfully the refinancing of its debt in the first quarter to further strengthen its balance sheet, summarized as follows:

• On February 12, 2008, the company issued $200 million of 4.25% convertible senior notes due 2016 (“Convertible Notes”). The Convertible Notes provided approximately $194 million in net proceeds, which were used to repay debt. The full principal amount of the Convertible Notes matures August 15, 2016. See further information about the Convertible Notes in Note 3 to the Condensed Consolidated Financial Statements.

• On March 31, 2008, the company and Chiquita Brands L.L.C. (“CBL”), its main operating subsidiary, entered into a credit facility with a syndicate of banks for a six-year, $350 million

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senior secured credit facility (“Credit Facility”) that replaced the remaining portions of the company’s previous credit facility (“CBL Facility”). The new Credit Facility consists of a $200 million senior secured term loan (the “Term Loan”) and a $150 million senior secured revolving credit facility (the “Revolver”). See further information about the Credit Facility in Note 3 to the Condensed Consolidated Financial Statements.

In October 2007, the company undertook a business restructuring plan which resulted in a charge of approximately $26 million in the fourth quarter of 2007. The company remains on track to achieve its target of $65-80 million in 2008 of sustainable annual cost savings.

The company is pursuing a potential relocation of its European headquarters from Belgium to Switzerland, which the company believes would optimize its long-term tax structure. The company is required to negotiate severance and other benefits in accordance with Belgian law for the approximately 100 employees that may be affected. The company would confirm its preliminary decision to relocate after completion of the negotiations. The company expects that such a move would begin in late 2008 and conclude in mid-2009.

Many of the challenges that affect the company are discussed below. For a further description of these challenges and risks, see the Overview section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part I - Item 1A - Risk Factors” in the company’s 2007 Annual Report on Form 10-K.

Operations

Net Sales

Net sales from continuing operations for the second quarter of 2008 were $1.0 billion, up 6% from the second quarter of 2007. Net sales from continuing operations for the six months ended June 30, 2008 were $1.9 billion, up 5% from the year-ago period. The increases were primarily due to higher banana pricing and favorable foreign exchange rates, partially offset by continued lower banana volumes reflecting constraints on availability.

Net sales from discontinued operations were $395 million and $321 million in the second quarters of 2008 and 2007, respectively. Net sales from discontinued operations were $730 million and $609 million for the six months ended June 30, 2008 and 2007, respectively. The increases were primarily due to favorable foreign exchange rates. Summarized financial information of discontinued operations for the quarters and six months ended June 30, 2008 and 2008 can be found in Note 2 to the Condensed Consolidated Financial Statements.

Operating Income - Second Quarter

Operating income from continuing operations was $72 million and $31 million for the second quarters of 2008 and 2007, respectively. The improvement year-over-year was due to higher banana pricing in each of the company’s markets, strengthening of the euro and savings from the company’s business restructuring. Higher banana pricing in core European and Trading markets continued to be attributable to constrained supply during the quarter and the company’s strategy to maintain and favor its premium product quality and price differentiation rather than market share. In the North American market, higher banana pricing was attributable to increases in base contract prices, the company’s fuel-related surcharge, and the continuation of a surcharge designed to mitigate the higher costs due to constrained volume availability. The positive banana results were partially offset by weakness in salad operations and increased investment in innovation.

Operating income from discontinued operations was $3 million and $4 million in the second quarters of 2008 and 2007, respectively. Summarized financial information of discontinued operations for the quarters and six months ended June 30, 2008 and 2007 can be found in Note 2 to the Condensed Consolidated Financial Statements.

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The company reports the following three business segments:

• Bananas: The Banana segment includes the sourcing (purchase and production), transportation, marketing and distribution of bananas.

• Salads and Healthy Snacks: The Salads and Healthy Snacks segment includes ready to eat, packaged salads, referred to in the industry as “value-added salads”; fresh vegetable and fruit ingredients used in foodservice; processed fruit ingredient products and healthy snacking operations, including the company’s European smoothie product, Just Fruit in a Bottle.

• Other Produce: The Other Produce segment includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas.

Beginning in the second quarter of 2008, the company modified its reportable business segments to move Just Fruit in a Bottle to Salads and Healthy Snacks from Other Produce to realign with the company’s internal management reporting procedures. Prior period figures have been restated to reflect this change. In addition, the company does not allocate certain corporate expenses to the reportable segments. These expenses are included in “Corporate.” The company evaluates the performance of its business segments based on operating income from continuing operations. Intercompany transactions between segments are eliminated. Discontinued operations were previously included in the Banana and Other Produce segments. See further information related to discontinued operations in Note 2 to the Condensed Consolidated Financial Statements.

Banana Segment. In the company’s Banana segment, operating income from continuing operations was $89 million and $43 million for the second quarters of 2008 and 2007, respectively.

Banana segment operating income from continuing operations improved due to:

• $49 million from improved revenue in North America due to increases in base contract prices, increases in fuel-related surcharges and cost recovery from the implementation of a surcharge designed to mitigate the impact of increased costs from constrained industry-wide volume availability.

• $29 million benefit from the impact of stronger European currency exchange rates.

• $14 million from improved local banana pricing in core European markets attributable to constrained volume and the company’s strategy to maintain and favor its premium product quality and price differentiation rather than market share.

• $8 million of higher fuel hedging gains, which partly offset higher industry costs.

• $5 million from improved pricing in Trading markets (defined below), attributable to constrained volume availability.

These improvements were partially offset during the quarter by:

• $32 million of industry cost increases for purchased fruit, fertilizers, bunker fuel, paper and ship charters.

• $16 million higher production costs from owned banana production, discharging and inland transportation, net of $4 million from cost-savings programs other than restructuring.

• $8 million from lower volume, primarily in the company’s core European markets.

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The percentage changes in the company’s banana prices in 2008 compared to 2007 were as follows:

	Q2		YTD
North America 1	35	%	27	%
Core European Markets 2
U.S. Dollar basis 3	23	%	25	%
Local Currency	6	%	9	%
Asia Pacific and the Middle East 4
U.S. Dollar basis	15	%	13	%
Trading Markets 5
U.S. Dollar basis	26	%	33	%

The company’s banana sales volumes (in 40-pound box equivalents) were as follows:

	Q2 2008	Q2 2007	% Change		YTD 2008	YTD 2007	% Change
(In millions, except percentages)
North America 6	16.1	16.0	1	%	31.3	31.4	0	%
Core European Markets 2	12.7	13.8	(8	)%	25.2	28.4	(11	)%
Asia and the Middle East 4	6.1	4.5	36	%	11.0	9.2	20	%
Trading Markets 5	1.4	2.6	(46	)%	2.6	4.7	(45	)%
Total	36.3	36.9	(2	)%	70.1	73.7	(5	)%

¹ North America pricing includes fuel-related and other surcharges.

² The company’s “core” European markets include the 27 member states of the European Union, Switzerland, Norway and Iceland. Prior period figures include reclassifications for comparative purposes.

³ Prices on a U.S. dollar basis do not include the impact of hedging.

⁴ The company primarily operates through joint ventures in these regions, and most business is invoiced in U.S. dollars.

⁵ The company’s trading markets are mainly European and Mediterranean countries that do not belong to the European Union. Prior period figures include reclassifications for comparative purposes.

⁶ Total volume sold includes all banana varieties, such as Chiquita-to-Go, Chiquita minis, organic bananas and plantains. Prior period figures have been adjusted for comparative purposes.

The average spot and hedged euro exchange rates were as follows:

	Q2 2008		Q2 2007		% Change		YTD 2008		YTD 2007		% Change
(Dollars per euro)
Euro average exchange rate, spot	$	1.56	$	1.35	16	%	$	1.53	$	1.33	15	%
Euro average exchange rate, hedged		1.52		1.30	17	%		1.49		1.29	16	%

The company has entered into put option contracts and collars to hedge its risks associated with euro exchange rate movements. Put options require an upfront premium payment. These put options can reduce the negative earnings and cash flow impact on the company of a significant future decline in the value of the euro, without limiting the benefit the company would receive from a stronger euro. Collars include call options, the sale of which reduces the company’s net option premium expense but could limit the benefit received from a stronger euro. Foreign currency hedging costs charged to the Condensed

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Consolidated Statements of Income were $6 million for the second quarter of 2008, compared to $7 million for the second quarter of 2007. The company also enters into forward contracts for bunker fuel used in its core shipping operations to minimize the volatility that changes in fuel prices could have on its operating results. See Note 9 to the Condensed Consolidated Financial Statements for further information on the company’s hedging instruments.

Discontinued operations did not represent a significant portion of the Banana segment’s operating income for the second quarter of 2008 or 2007. See further information related to discontinued operations in Note 2 to the Condensed Consolidated Financial Statements.

Salads and Healthy Snacks Segment. In the company’s Salads and Healthy Snacks segment, operating loss was $6 million for the second quarter of 2008 compared to operating income of $10 million for the second quarter of 2007. The company’s goodwill and intangible assets are primarily a result of the 2005 acquisition of Fresh Express. As such, the operating results of the salads business are relevant to the annual impairment testing of goodwill and intangible assets, and the extent to which the company is able to improve the operating results of the salads business will affect the recoverability of these assets. In order to improve the profitability of the segment, the company has initiated a series of short and mid-term action plans, which include strategies to drive profitable business through mechanisms to more quickly adjust contract pricing to cost changes, operating efficiencies, cost reductions and new product innovation.

Salads and Healthy Snacks segment operating results declined due to:

• $10 million of higher industry costs due to increases in fuel and raw product costs in North American salad operations.

• $6 million of increased production and transportation costs primarily related to temporary network inefficiencies during the process of consolidating processing and distribution centers, net of $7 million of cost savings in North American salad operations.

• $5 million of incremental investment during the quarter in the continued successful geographic expansion of the Just Fruit in a Bottle line of products, which is now in six countries in Europe.

• $5 million of higher costs driven by product mix, including the expansion of single-serve Gourmet Café salads and growth in more value-added Healthy Snacking products.

• $2 million of increased sourcing costs associated with the industry-wide FDA recall of tomatoes.

These items were offset in part by:

• $7 million due to higher pricing in retail value-added salads including improved mix, increased fuel surcharge revenues to offset higher costs, and improved trade spending management.

• $2 million of E. Coli research funding in 2007, which did not repeat.

• $2 million of lower selling, general and administrative expenses in North America salad operations as a result of the 2007 restructuring.

Other Produce Segment. In the Other Produce segment, net sales from continuing operations were $81 million and $117 million for the second quarters of 2008 and 2007, respectively. The decrease was due to the elimination of third-party sales in Chile and lower-margin sales of Mexican vegetables. Operating income from continuing operations was $5 million and break even for the second quarters of 2008 and 2007, respectively. The improvement in operating performance was driven by the exit of the Chilean operations in 2007, and by improved performance of non-banana whole fresh fruit in North America and Europe.

Other Produce operating income from discontinued operations was $4 million and $2 million for the second quarters of 2008 and 2007, respectively. See further information related to discontinued operations in Note 2 to the Condensed Consolidated Financial Statements.

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Corporate. The company’s corporate expenses from continuing operations were $15 million and $22 million for the second quarters of 2008 and 2007, respectively. The improvement was primarily due to savings from the 2007 restructuring plan, partly offset by higher incentive compensation accruals, and the absence of a $3 million charge in 2007 related to a settlement of U.S. antitrust litigation.

Other Income. During the quarter ended June 30, 2008, the company recognized $9 million of other income, or $6 million net of income tax, from the resolution of claims and receipt of refunds of certain non-income taxes paid between 1980 and 1990 in Italy.

Operating Income - Year-to-Date

Operating income from continuing operations was $129 million and $49 million for the six months ended June 30, 2008 and 2007, respectively. The year-to-date operating results improved year-over-year due to higher banana pricing in each of the company’s markets, strengthening of the euro and savings from the company’s business restructuring. Higher banana pricing in core European and Trading markets was attributable to constrained supply during the period and the company’s strategy to maintain and favor its premium product quality and price differentiation rather than market share. In the North American market, higher banana pricing was attributable to increases in base contract prices, the company’s fuel-related surcharge, and the continuation of a surcharge designed to mitigate the higher costs due to constrained volume availability. The positive banana results were partially offset by weakness in salad operations and increased investment in innovation.

Banana Segment. In the company’s Banana segment, operating income from continuing operations was $150 million and $76 million for the six months ended June 30, 2008 and 2007, respectively.

Banana segment operating results from continuing operations improved due to:

• $73 million from improved revenue in North America due to increases in base contract prices, increases in fuel-related surcharges and cost recovery from the implementation of a surcharge designed to mitigate the impact of increased costs from constrained industry-wide volume availability.

• $58 million benefit from the impact of stronger European currency exchange rates.

• $41 million from improved local banana pricing in core European markets attributable to constrained volume supply and the company’s strategy to maintain and favor its premium product quality and price differentiation rather than market share.

• $15 million of higher fuel hedging gains, which partly offset higher industry costs.

• $13 million from improved pricing in Trading markets, attributable to constrained volume availability.

• $6 million of lower brand support and innovation costs, primarily in North America.

These improvements were partially offset during the quarter by:

• $78 million of industry cost increases for purchased fruit, fertilizers, bunker fuel, paper and ship charters.

• $34 million higher production costs from owned banana production, discharging and inland transportation, net of $7 million from cost-savings programs other than restructuring.

• $18 million from lower volume, primarily in the company’s core European markets.

Information on the company’s banana pricing and volume for the six months ended June 30, 2008 and 2007 is included in the Operating Income - Second Quarter section above.

Foreign currency hedging costs charged to the Condensed Consolidated Statements of Income were $11 million and $13 million for the six months ended June 30, 2008 and 2007, respectively. Information on average spot and hedged euro exchange rates is included in the Operating Income - Second Quarter section above.

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Discontinued operations did not represent a significant portion of the Banana segment’s operating income for the six months ended June 30, 2008 or 2007. See further information related to discontinued operations in Note 2 to the Condensed Consolidated Financial Statements.

Salads and Healthy Snacks Segment. The company’s Salads and Healthy Snacks segment incurred an operating loss of $2 million for the six months ended June 30, 2008 compared to operating income of $8 million for the six months ended June 30, 2007. The company’s goodwill and intangible assets are primarily a result of the 2005 acquisition of Fresh Express. As such, the operating results of the salads business are relevant to the annual impairment testing of goodwill and intangible assets, and the extent to which the company is able to improve the operating results of the salads business will affect the recoverability of these assets. In order to improve the profitability of the segment, the company has initiated a series of short and mid-term action plans, which include strategies to drive profitable business through mechanisms to more quickly adjust contract pricing to cost changes, operating efficiencies, cost reductions and new product innovation.

Salads and Healthy Snacks segment operating results declined due to:

• $14 million of higher industry costs due to increases in fuel and raw product costs in North American salad operations.

• $7 million of increased production and transportation costs primarily related to temporary network inefficiencies during the process of consolidating processing and distribution centers, net of $14 million of cost savings in North American salad operations.

• $7 million of incremental investment during the quarter in the continued successful geographic expansion of the Just Fruit in a Bottle line of products, which is now in six countries in Europe.

• $5 million of higher costs driven by product mix, including the expansion of single-serve Gourmet Café salads and growth in more value-added Healthy Snacking products.

• $2 million of increased sourcing costs associated with the industry-wide FDA recall of tomatoes.

These items were offset in part by:

• $11 million due to higher pricing and volume in retail value-added salads including improved mix, increased fuel surcharge revenues to offset higher costs, and improved trade spending management.

• $6 million less in costs from a freeze that affected lettuce sourcing a year ago, which did not recur.

• $4 million of lower selling, general and administrative expenses in North America salad operations as a result of the 2007 restructuring.

• $2 million of E. Coli research funding in 2007, which did not repeat.

Other Produce Segment. In the Other Produce segment, net sales were $154 million and $247 million for the six months ended June 30, 2008 and 2007, respectively. The decrease in net sales was due to the elimination of third-party sales in Chile and of lower-margin sales of Mexican vegetables. In the Other Produce segment, the operating income from continuing operations was $8 million and break even for the six months ended June 30, 2008 and 2007, respectively. The increase in operating performance was driven by the exit of the Chilean operations in 2007, and by improved performance of non-banana whole fresh fruit in North America and Europe.

Other Produce segment operating income from discontinued operations was $3 million and $1 million for the six months ended June 30, 2008 and 2007, respectively. See further information related to discontinued operations in Note 2 to the Condensed Consolidated Financial Statements.

Corporate. The company’s corporate expenses were $26 million and $35 million for the six months ended June 30, 2008 and 2007, respectively. The improvement is primarily due to savings from the 2007 restructuring plan, partly offset by higher incentive compensation accruals and the absence of a $3 million charge in 2007 related to a settlement of U.S. antitrust litigation.

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Other Income. During the quarter and six months ended June 30, 2008, the company recognized $9 million of other income, or $6 million net of income tax, from the resolution of claims and the receipt of refunds of certain non-income taxes paid between 1980 and 1990 in Italy.

Interest and Taxes. Interest expense from continuing operations was $17 million and $24 million for the second quarters of 2008 and 2007, respectively. Interest expense from continuing operations was $43 million and $47 million for the six months ended June 30, 2008 and 2007, respectively. Interest expense from continuing operations for the six months ended June 30, 2008 included $9 million in the first quarter of 2008 for the write-off of deferred financing fees as a result of refinancing the company’s credit facility. Interest expense from continuing operations for the six months ended June 30, 2007 included $2 million for the second quarter of 2007 for the write-off of deferred financing fees resulting from the sale of the company’s shipping fleet and subsequent repayment of debt. Interest expense from continuing operations decreased despite these write-offs due to lower borrowings in the second quarter of 2008 and the six months ended June 30, 2008, compared to the same periods in 2007.

See Note 14 to the Condensed Consolidated Financial Statements for a description of how the retroactive application of FASB Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” will affect accounting for the Convertible Notes, for fiscal years beginning after December 15, 2008.

The company’s effective tax rate varies from period to period due to the level and mix of income generated in its various domestic and foreign jurisdictions. The company currently does not generate U.S. federal taxable income. The company’s taxable earnings are substantially from foreign operations being taxed in jurisdictions at a net effective rate lower than the U.S. statutory rate. No U.S. taxes have been accrued on foreign earnings because such earnings have been or are expected to be permanently invested in foreign operating assets.

Income tax expense from continuing operations reflects benefits of $1 million and zero for the second quarters of 2008 and 2007, respectively, due to the resolution of tax contingencies in various jurisdictions. Income tax expense from continuing operations reflects benefits of $6 million and $4 million for the six months ended June 30, 2008 and 2007, respectively, due to the resolution of tax contingencies in various jurisdictions.

Discontinued operations did not include a significant amount of interest expense for the quarter or six months ended June 30, 2008 or 2007 or for the year ended December 31, 2007. See Note 2 to the Condensed Consolidated Financial Statements for further information related to income tax expense of discontinued operations.

Financial Condition - Liquidity and Capital Resources

The company has significantly improved its debt structure by the repaying debt with approximately $210 million of proceeds from the sale of its ships in 2007, issuing $200 million of Convertible Notes and replacing its prior credit facility with the new Credit Facility in the first quarter of 2008. These transactions extended debt maturities and achieved more flexible financial covenants. See further discussion of the debt and the ship sale in Notes 3 and 4 to the Condensed Consolidated Financial Statements.

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On February 12, 2008, the company issued $200 million of 4.25% convertible senior notes due 2016. On March 31, 2008, the company and CBL entered into a new Credit Facility with a syndicate of banks for a six-year, $350 million senior secured credit facility, which consists of the Term Loan, a $200 million senior secured term loan, and the Revolver, a $150 million senior secured revolving credit facility. The new Credit Facility contains financial maintenance covenants that provide greater flexibility than those in the previous CBL Facility; it contains two financial maintenance covenants, an operating company leverage covenant of 3.50x and a fixed charge covenant of 1.15x, for the life of the facility. The other covenants in the new Credit Facility are similar to those in the CBL Facility. As of July 31, 2008, the annual interest rate on the Term Loan is LIBOR plus a margin of 4.25%, or a total of 6.75%. See further information about the Convertible Notes and the Credit Facility in Note 4 to the Condensed Consolidated Financial Statements.

At June 30, 2008, no borrowings were outstanding under the Revolver and $30 million of credit availability was used to support issued letters of credit, leaving $120 million of availability under the Revolver. As more fully described in Note 5 to the Condensed Consolidated Financial Statements, the company may be required to issue additional letters of credit in connection with its appeal of certain claims of Italian customs authorities, although the company does not expect to be required to issue letters of credit in excess of $10 million for such appeals during the next year. Such letters of credit, if required, would be issued under the Revolver, which contains a $100 million sublimit for letters of credit, subject to a $50 million sublimit for non-U.S. currency letters of credit.

The company expects to use the proceeds from the sale of Atlanta primarily to reduce debt. The sale is expected to be completed in the third quarter of 2008 for approximately $85 million at current exchange rates plus adjustments for working capital and net cash (debt) in accordance with the SPA.

Total debt of discontinued operations was $9 million, $11 million and $11 million at June 30, 2008, December 31, 2007 and June 30, 2007, respectively.

The company’s balance of cash and cash equivalents of continuing operations was $203 million, $61 million and $160 million at June 30, 2008, December 31, 2007 and June 30, 2007, respectively. The increase in cash from December 31, 2007 relates primarily to operating income and a net increase of long-term debt from the company’s issuance of the Convertible Notes in the first quarter of 2008.

At June 30, 2008, several current asset line items, other than cash (discussed above), are larger than at December 31, 2007 or June 30, 2007 primarily due to higher sales, foreign currency exchange rates and the change in market value of fuel swap contracts.

Operating cash flow from continuing operations was $109 million and $63 million for the six months ended June 30, 2008 and 2007, respectively. The increase was primarily driven by higher banana pricing and a stronger euro exchange rate. Operating cash flow from discontinued operations was ($5) million and less than $1 million for the six months ended June 30, 2008 and 2007 respectively.

Capital expenditures were $21 million and $20 million for the six months ended June 30, 2008 and 2007, respectively.

The company has not made dividend payments since 2006, and any future dividends would require approval by the board of directors. Under the Credit Facility, CBL may distribute cash to CBII, the parent, for routine CBII operating expenses, interest payments on CBII’s 7 ¹/2% and 8 ⁷/8% Senior Notes, the Convertible Notes and payment of certain other specified CBII liabilities. At June 30, 2008, distributions to CBII, other than for normal overhead expenses, interest on the 7 ¹/2% and 8 ⁷/8% Senior Notes and interest on the Convertible Notes, were limited to approximately $90 million, annually.

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The company believes that its cash level, cash flow generated by operating subsidiaries and borrowing capacity will provide sufficient cash reserves and liquidity to fund the company’s working capital needs, capital expenditures and debt service requirements. The company is in compliance with the financial covenants of the Credit Facility and expects to remain in compliance.

Critical Accounting Policies and Estimates

See Note 12 to the Condensed Consolidated Financial Statements for information on the company’s accounting policy for measuring fair value, as a result of the adoption of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements.”

New Accounting Pronouncements

See Notes 12 and 13 to the Condensed Consolidated Financial Statements for information on the new accounting pronouncements relevant to the company.

Risks of International Operations

The company conducts operations in many foreign countries, and the company’s foreign operations are subject to a variety of risks inherent in doing business abroad.

In 2001, the European Commission (“EC”) amended the quota and licensing regime for the importation of bananas into the EU. In connection with this amendment, it was agreed that the EU banana tariff rate quota system would be followed by a tariff-only system no later than 2006. In order to remain consistent with World Trade Organization (“WTO”) principles, any new EU banana tariff was required under a 2001 WTO decision to “result in at least maintaining total market access” for Latin American suppliers.

In January 2006, the EC implemented the new regime. The new regime eliminated the quota that was previously applicable and increased the tariff to €176 per metric ton (up from €75 metric ton) on bananas imported from Latin America, while allowing imports from African, Caribbean and Pacific (“ACP”) sources to enter tariff-free up to 775,000 metric tons. In January 2008, the 775,000 metric ton ACP quota was eliminated, enabling unlimited quantities of ACP bananas to enter the EU tariff-free. The increased tariff on Latin American bananas equates to an increase in cost of approximately €1.84 per box for bananas imported by the company into the EU from Latin America, Chiquita’s primary source of bananas. As a result, in 2006 compared to 2005, the company incurred approximately net $75 million annually in higher tariff-related costs, which consisted of approximately $115 million in incremental tariff costs minus approximately $40 million in lower costs to purchase banana import licenses. Since 2006, such costs have been greater due to the increase in the value of the euro. Neither the company nor the industry has been able to pass on these tariff-cost increases to customers or consumers. The overall negative impact of the new regime on the company has been and is expected to remain substantial, despite the company’s ability to maintain its price premium in the European market.

Several countries have taken steps to challenge this tariff regime as noncompliant with the EU’s WTO obligations not to discriminate against, or raise restrictions on, bananas from Latin America. Between February and June 2007, four separate legal proceedings were filed in the WTO. Ecuador, Colombia, Panama, the United States, Nicaragua, Brazil and others are now parties to, or formally supporting, one or more of the proceedings. In December 2007, the WTO upheld the complaint by Ecuador and ruled that the EU’s banana importing practices violate international trade rules. In February 2007, the WTO upheld a comparable complaint by the United States. Both decisions are subject to appeal. WTO negotiations have been conducted among the interested parties to lower the tariff. Although a tentative agreement was reached in July 2008 between Latin American countries and the EC to lower the tariff from €148 per metric ton in 2009 to €114 per metric ton in 2016, it is not clear whether the EC will abide by that agreement. If it does not, further legal proceedings are expected to be taken, including appellate proceedings in which final decisions would not be issued before late 2008. There can be no assurance that any of these WTO proceedings or negotiations will result in changes to the EU regime, or that any resulting changes will favorably impact the company’s results.

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The company has international operations in many foreign countries, including those in Latin America, the Philippines and Africa. The company’s activities are subject to risks inherent in operating in these countries, including government regulation, currency restrictions and other restraints, burdensome taxes, risks of expropriation, threats to employees, political instability, terrorist activities, including extortion, and risks of U.S. and foreign governmental action in relation to the company. Should such circumstances occur, the company might need to curtail, cease or alter its activities in a particular region or country. In addition, as a result of such matters, the company may be subject from time to time to investigations, fines and legal proceedings, and, regardless of the outcomes, the legal fees and other costs incurred in defense of such matters may be significant. See Note 5 to the Condensed Consolidated Financial Statements for a further description of certain matters which could have an impact on the company’s consolidated financial statements.

*    *    *    *    *

This quarterly report contains certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita, including: the customary risks experienced by global food companies, such as food safety, prices for commodity and other inputs, currency exchange rate fluctuations, government regulations, labor relations, taxes, crop risks, political instability and terrorism, and industry costs and competitive conditions; changes in the competitive environment following the 2006 conversion to a tariff-only banana import regime in the European Union; unusual weather conditions; access to and cost of financing; the company’s ability to achieve the cost savings and other benefits anticipated from the 2007 restructuring; product recalls and other events affecting the industry and consumer confidence in company products; the company’s ability to consummate the pending sale of Atlanta AG; and the outcome of pending claims and governmental investigations involving the company, and the legal fees and other costs incurred in connection with them.

The forward-looking statements speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and the company undertakes no obligation to update any such statements.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

Reference is made to the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Management - Financial Instruments” in the company’s 2007 Annual Report on Form 10-K. As of June 30, 2008, the only material changes from the information presented in the Form 10-K are provided below.

The potential loss on the put and call options from a hypothetical 10% increase in euro currency rates would have been approximately $24 million and $27 million at June 30, 2008 and December 31, 2007, respectively. However, the company expects that any loss on these contracts would be more than offset by an increase in the dollar realization of the underlying sales denominated in foreign currencies.

The company’s debt structure has changed significantly as described in Note 3 to the Condensed Consolidated Financial Statements and in “Item 2 - Financial Condition - Liquidity and Capital Resources” above. Chiquita’s interest rate risk relates to its fixed and variable rate debt. Total debt of

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continuing operations was $874 million at June 30, 2008 compared to $803 million at December 31, 2007. Approximately 77% and 60% of the debt had fixed interest rates at June 30, 2008 and December 31, 2007, respectively. The adverse change in fair value of the company’s fixed-rate debt from a hypothetical decline in interest rates of 0.5% would have been approximately $17 million and $12 million at June 30, 2008 and December 31, 2007, respectively. The company had approximately $200 million and $336 million of variable-rate debt of continuing operations at June 30, 2008 and December 31, 2007, respectively; as a result, a 1% change in interest rates would result in a change to annual interest expense of approximately $2 million and $3 million, respectively.

Item 4 - Controls and Procedures

Evaluation of disclosure controls and procedures

Chiquita maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic filings with the SEC is (a) accumulated and communicated to the company’s management in a timely manner and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of June 30, 2008, an evaluation was carried out by Chiquita’s management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, the company’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of that date.

Changes in internal control over financial reporting

Chiquita also maintains a system of internal accounting controls, which includes internal control over financial reporting, that is designed to provide reasonable assurance that the company’s financial records can be relied on for preparation of its consolidated financial statements in accordance with generally accepted accounting principles and that its assets are safeguarded against loss from unauthorized use or disposition. An evaluation was carried out by Chiquita’s management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, of the company’s internal control over financial reporting. Based upon that evaluation, management concluded that during the quarter ended June 30, 2008, there were no changes in the company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

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PART II - Other Information

Item 1 - Legal Proceedings

The information in the second through eighth paragraphs of Note 5 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q is hereby incorporated by reference into this Item. Regardless of their outcomes, the company will incur legal and other fees to defend itself in the proceedings described therein, which may have a significant impact on the company’s financial statements. The company maintains insurance policies for the types of costs involved in defending the tort lawsuits described in the third and fourth paragraphs of Note 5, but some of its insurers have disputed, and others are likely to dispute, their obligations to provide such coverage for all or part of such costs. There can be no assurance that any claims under the above policies will result in insurance recoveries.

Reference is made to the discussions under “Part I, Item 3 - Legal Proceedings - Competition Law Proceedings” in the company’s Annual Report on Form 10-K for the year ended December 31, 2007 and the second paragraph of Part II, Item 1 - Legal Proceedings in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, regarding the class action lawsuits which had been pending in the U.S. District Court for the Southern District of Florida and were settled in November 2007. With the resolution of the indirect purchaser’s purported appeal, the indirect purchaser settlement agreement, entered into in June 2007, becomes final and effective on August 6, 2008 and the company has begun a program to comply with its terms.

Item 1A - Risk Factors

The following risk factors included in the company’s 2007 Form 10-K are updated in the sections of this report indicated below:

Risk Factor (from 10-K)	Location of Update in this 10-Q
Increased tariff costs and competition in the European banana market resulting from changes in the EU banana import regime implemented in 2006 has adversely affected our European business and our operating results and will continue to do so.	Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risks of International Operations.

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

In connection with the company’s Annual Meeting of Shareholders on May 22, 2008, proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The following votes (representing 84% of the shares eligible to vote) were cast at that meeting:

1. Election of Directors

	Votes
Name	For	Against	Withheld
Fernando Aguirre	35,932,276	—	553,983
Howard W. Barker, Jr.	34,964,955	—	1,521,304
William H. Camp	36,434,731	—	51,528
Robert W. Fisher	34,445,015	—	2,014,244
Clare M. Hasler	35,196,940	—	1,289,319
Durk I. Jager	34,492,510	—	1,993,749
Jaime Serra	35,051,913	—	1,434,346
Steven P. Stanbrook	35,047,393	—	1,438,866

2. Reapprove the Performance Measures Applicable to Performance-Based Awards Under the Chiquita Stock and Incentive Plan

Votes
For	Against	Abstain	Broker Non-Vote
34,996,123	1,417,979	72,157	0

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Item 6 - Exhibits

	Exhibit 10.1 - Credit Agreement dated as of March 31, 2008, among Chiquita Brands International, Inc., Chiquita Brands L.L.C., certain financial institutions as lenders, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, as administrative agent, letter of credit issuer, swing line lender, lead arranger and bookrunner, conformed to include amendments included in First Amendment to Credit Agreement and Consent entered into as of June 30, 2008.
+	Exhibit 10.2 - Sale and Purchase Agreement dated as of May 13, 2008 by and among Hameico Fruit Trade, GmbH with the acknowledgment of Chiquita Brands International, Inc., and Univeg Fruit & Vegetable N.V., with the acknowledgment of De Weide Blik N.V.
	Exhibit 10.3 - Chiquita Brands International, Inc. Capital Accumulation Plan, conformed to include amendments through July 8, 2008.
	Exhibit 10.4 - Chiquita Brands International, Inc. Chiquita Stock and Incentive Plan, conformed to include amendments through July 8, 2008.
	Exhibit 10.5 - Amended and Restated Directors Deferred Compensation Program, conformed to include amendments through July 8, 2008.
	Exhibit 10.6 - Executive Officer Severance Pay Plan, conformed to include amendments through July 8, 2008.
	Exhibit 10.7 - Amendment dated July 30, 2008 to the Employment Agreement dated January 12, 2004 as amended April 12, 2007, between Chiquita Brands International, Inc. and Fernando Aguirre, for compliance with IRC §409A.
	Exhibit 10.8 - Form of Amendment to Restricted Stock Award and Agreement for employees, including executive officers, approved on July 30, 2008, applicable to grantees who may attain “Retirement” prior to issuance of the shares.
	Exhibit 10.9 - Form of Amendment to Restricted Stock Award and Agreement for employees, including executive officers, approved on July 30, 2008, applicable to grantees who will not attain “Retirement” prior to issuance of the shares.
	Exhibit 10.10 - Form of Amendment to Restricted Stock Award and Agreement with non-management directors for compliance with IRC§409A.
	Exhibit 10.11 - Form of Restricted Stock Award and Agreement with non-management directors for compliance with IRC§409A.
	Exhibit 10.12 - Chiquita Brands International, Inc. 1997 Amended and Restated Deferred Compensation Plan conformed to include amendments through July 29, 2008.
	Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
	Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
	Exhibit 32 - Section 1350 Certifications

+ Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been filed with the Commission.

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SIGNATURE

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

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/ Brian D. Donnan
	Brian D. Donnan
	Vice President and Controller
	(Chief Accounting Officer)

August 6, 2008

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EX-10.1

Exhibit 10.1

CONFORMED FOR AMENDMENTS THROUGH JUNE 30, 2008

CREDIT AGREEMENT

among

CHIQUITA BRANDS L.L.C.,

as Borrower

CHIQUITA BRANDS INTERNATIONAL, INC.,

THE LENDERS NAMED HEREIN

and

COÖPERATIEVE CENTRALE RAIFFEISEN—BOERENLEENBANK B.A.,

“RABOBANK NEDERLAND”, NEW YORK BRANCH,

as Administrative Agent, an L/C Issuer and Swing Line Lender,

and

COÖPERATIEVE CENTRALE RAIFFEISEN—BOERENLEENBANK B.A.,

“RABOBANK NEDERLAND”, NEW YORK BRANCH,

as Lead Arranger and Bookrunner

Dated as of March 31, 2008

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of March 31, 2008, is entered into by and among: (a) CHIQUITA BRANDS L.L.C., a Delaware limited liability company (the “Borrower”); (b) CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (“CBII”); (c) each of the banks, financial institutions and other institutional lenders executing a Lender Addendum (collectively, the “Initial Lenders”); (d) COÖPERATIEVE CENTRALE RAIFFEISEN—BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), as Administrative Agent (as defined below), as Swing Line Lender (as defined below), and as an L/C Issuer (as defined below); and (e) Rabobank, as lead arranger and bookrunner (in such capacities, the “Lead Arranger”).

RECITALS

A. The Borrower has requested that the L/C Issuer and the Lenders make available to it the Commitments, on the terms and conditions set forth herein, to (i) on the Effective Date, pay certain transaction fees and expenses and to refinance certain existing indebtedness of the Borrower, including the indebtedness under the Existing Credit Agreement, and (ii) from time to time thereafter, provide working capital for the Borrower and its Subsidiaries (including to fund Permitted Acquisitions (as defined below)).

B. The L/C Issuer and the Lenders have indicated their willingness to provide the Commitments 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:

“Act” shall have the meaning given to that term in Section 8.16.

“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, (a) Rabobank, acting as administrative agent for the Lenders (or any successor administrative agent appointed in accordance with Section 7.06), or (b) 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 Secured Parties in accordance with Section 7.01(a).

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“Affected Lender” shall have the meaning given to that term in Section 2.15.

“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 CBII 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 Credit Agreement, as the same may be amended, restated, supplemented or modified from time to time.

“Anti-Terrorism Laws” shall mean any laws, rules or regulations relating to terrorism, national security, US embargoes or other sanctions, or money laundering, including Executive Order No. 13224, the Act and the rules and regulations promulgated or administered by OFAC.

“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 Loan, the per annum margin which is determined pursuant to the Term Loan Pricing Grid and added to the Base Rate or LIBOR Rate, as the case may be, for such Term Loan, (b) with respect to each Revolving Loan, the per annum margin which is determined pursuant to the Revolving Loan Pricing Grid and added to the Base Rate or LIBOR Rate, as the case may be, for such Revolving Loan, and (c) with respect to the calculation of the Letter of Credit Fee Percentage, the per annum margin which is determined pursuant to the Revolving Loan Pricing Grid and added to the LIBOR Rate for Revolving Loans. The Applicable Margin with respect to (x) each Term Loan shall be determined as provided in the Term Loan Pricing Grid and shall change as set forth in the definition of Term Loan Pricing Grid and (y) each Revolving Loan and the calculation of the Letter of Credit Fee Percentage shall be determined as provided in the Revolving Loan Pricing Grid and shall change as set forth in the definition of Revolving Loan Pricing Grid. Notwithstanding the foregoing, the Applicable Margin with respect to (a) each Term Loan shall be determined for the first six months after the Effective Date based upon Tier 2 of the Term Loan Pricing Grid and (b) each Revolving Loan and the Letter of Credit Fee Percentage shall be determined for the first six months after the Effective Date based upon Tier 2 of the Revolving Loan Pricing Grid. Anything contained herein to the contrary notwithstanding, in the event that any Financial Statement or any Compliance Certificate is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin with respect to any Loans or the Letter of Credit Fee Percentage for any period (an

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“Applicable Period”) than the Applicable Margin applied for such Applicable Period, then the Borrower shall immediately (a) deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (b) determine the Applicable Margin with respect to such Loans and the Letter of Credit Fee Percentage for such Applicable Period based upon the corrected Compliance Certificate, and (c) pay to the Administrative Agent the accrued additional interest and the Letter of Credit Fee Percentage owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly distributed to the Appropriate Lenders. This provision shall not limit the rights of the Administrative Agent and the Lenders with respect to Section 2.07(d) and Article VI.

“Appropriate Lender” shall mean, at any time, with respect to (a) either the Term Loan 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 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 Revolving Lender and (c) the Swing Line Sublimit, the Swing Line Lender.

“Approved Fund” shall mean 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.

“Asset Sale” shall mean the sale or disposition of any assets other than (a) sales permitted under Section 5.02(c)(i), 5.02(c)(iii), 5.02(c)(v) or 5.02(c)(vi), (b) transfers, sales or leases between Borrower Entities, (c) 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 and (d) the sale or disposition of, or collection on, the Banacol Notes, or any sale or other disposition of any Equity Securities and/or assets of Landec, Atlanta AG or Meneu by any of the CBII Entities (the transactions permitted by clauses (a) through (d) herein being referred to as “Permitted Sales”).

“Assignee Lender” shall have the meaning given to that term in Section 8.05(c)(i).

“Assignment” shall have the meaning given to that term in Section 8.05(c)(i).

“Assignment Agreement” shall have the meaning given to that term in Section 8.05(c)(i).

“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)(i).

“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.

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“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:

(a) the rate of interest per annum then most recently quoted by the Administrative Agent to be its base rate for Dollars loaned in the US; and

(b)  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. Any change in the rate of interest resulting from a change in either of the above rates shall be effective as of the opening of business of the Administrative Agent on the day of such change.

“Base Rate Loan” shall mean, at any time, a Loan which then bears interest as provided in Section 2.01(d)(i).

“Blocked Person” shall have the meaning given to that term in Section 4.01(dd).

“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 to have been duly adopted by its 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 the 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 Loan 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 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.

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“Capex Carryover” shall have the meaning given to that term in Section 5.03(c).

“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.

“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 Issuer and the Revolving 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 Issuer (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 CBII and its Subsidiaries.

“CBII Overhead Expenses” shall mean the expenses of CBII, including for 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;

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(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;

(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(c), Section 5.02(d)(i) or Section 5.02(d)(ii), the Borrower fails to own, directly or indirectly, 100% of each of the Subsidiary Guarantors and the other Significant Subsidiaries (other than the Borrower).

“Change of Law” shall have the meaning given to that term in Section 2.11(b).

“Clayton County Lease” shall mean that certain Lease Agreement, dated as of April 1, 2004, between the Development Authority of Clayton County, Georgia, 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 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 Loan Party) 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-Documentation Agents” shall mean ING Capital LLC and Barclays Bank PLC, acting together in their capacities as co-documentation agents.

“Co-Managing Agents” shall mean Royal Bank of Canada and The PrivateBank and Trust Company, acting together in their capacities as co-managing agents.

“Collateral” shall have the meaning ascribed to the term “Collateral” or “Pledged Collateral” under the respective 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 Security Documents.

“Collateral Agent” shall have the meaning given to that term in Section 7.01(a).

“Commitment Fee Percentage” shall mean 0.50% per annum.

“Commitment Fees” shall have the meaning given to that term in Section 2.05(b).

“Commitment Letter” shall mean the Commitment Letter dated February 4, 2008, and entered into by and among Rabobank, CBII and the Borrower.

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“Commitments” shall mean the Revolving Loan Commitments and the Term Loan Commitments and “Commitment” shall mean the Revolving Loan Commitment and the Term Loan Commitment of any Lender.

“Communications” shall have the meaning given to that term in Section 8.01(c)(i).

“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(k).

“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.

“Consolidated Adjusted 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.

“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, minus the outstanding principal amount of the Indebtedness incurred under the Convertible Notes Indenture.

“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

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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 clause (b)(iv) above, 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.

“Convertible Notes” shall mean the 4.25% Convertible Senior Notes due 2016 of CBII.

“Convertible Notes Documents” shall mean the Convertible Notes Indenture and all other agreements, instruments and other documents pursuant to which any Convertible Notes are issued, in each case as amended, restated, supplemented or modified from time to time to the extent permitted under the Credit Documents.

“Convertible Notes Indenture” shall mean that certain Indenture dated as of February 1, 2008, between CBII, as issuer, and LaSalle Bank National Association, as trustee, and the First Supplemental Indenture thereto, dated as of February 12, 2008, in respect of the Convertible Notes, as further amended, restated, supplemented or modified from time to time to the extent permitted under the Credit Documents.

“Copyright Security Agreements” shall mean the Copyright Security Agreements executed and delivered by the Grantors party thereto from time to time, as the same may be amended, restated, supplemented or modified from time to time, and substantially in the form of Exhibit M.

“Credit Documents” shall mean 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 and the Post Effective Date Requirements Letter Agreement, including any 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 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 Secured Parties under Lender Rate Contracts shall constitute Secured Obligations and shall be secured to the extent provided in this Agreement.

“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

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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 all direct or indirect Subsidiaries of the Borrower which are organized under the laws of the US or any state thereof 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 individually and $50,000,000 in the aggregate (excluding those Subsidiaries that have been designated by the Borrower as a US Subsidiary pursuant to Section 5.01(i)(ii)).

“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(d).

“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.

“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 such 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 Person, 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.

“DOJ Liability” shall mean the fine in an aggregate amount equal to $25,000,000 plus interest thereon to be paid by CBII in five annual installments to the US, commencing September, 2007, resulting from the investigation by the U.S. Department of Justice into certain payments made by a former Colombian subsidiary of CBII and related matters.

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“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) or 5.01(k).

“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; (e) non-cash writedowns, including any non-cash asset impairment charges under SFAS No. 142 or SFAS No. 144; (f) for any period subsequent to September 30, 2006, but prior to September 30, 2007, costs incurred related to restoring consumer confidence in spinach and packaged salad products in an aggregate amount of $6,000,000; and (g) non-cash stock based compensation expense, 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 and the offering of the Senior Notes (7 ¹/2%), the Senior Notes (8⁷/₈%) and the Convertible Notes, 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 consent solicitation for the Senior Notes (7 ¹/2%), (iii) any after-tax income or loss from discontinued operations to the extent established on or before the Effective Date in accordance with GAAP and (iv) any costs and expenses incurred by any of the Borrower Entities in connection with any Permitted Acquisition, in an aggregate amount for all Permitted Acquisitions not to exceed $10,000,000.

“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

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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 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, CBII 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 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 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 Issuer 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); provided, that no CBII Entity shall be an Eligible Assignee.

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“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 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 or similar 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

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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 to the Administrative Agent (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.

“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

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(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

(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 of the CBII Entities made during such period plus

(vi) the aggregate principal amount of all optional prepayments of Funded Debt of the CBII Entities (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 Loan Facility 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 Equity Securities to the extent such Distributions are permitted to be made pursuant to Section 5.02(f) but excluding Distributions made to reimburse CBII for CBII Overhead Expenses already deducted in calculating the Consolidated net income of the CBII Entities and Distributions to CBII used by CBII to make payments in respect of Funded Debt included in clauses (b)(v) and (b)(vi) above.

“Exchange Act” shall mean the Securities Exchange Act of 1934.

“Exchange Act Person” shall have the meaning given to “Person” in Sections 13(d) and 14(d) of the Exchange Act.

“Executive Order 13224” shall mean executive Order 13224 on Terrorist Financing, effective September 24, 2001.

“Existing Credit Agreement” shall mean that certain amended and restated credit agreement dated as of June 28, 2005, with the lenders party thereto, Wachovia Bank, National

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Association, as administrative agent for such lenders, as swing line lender and as letter of credit issuer, Wells Fargo, as a letter of credit issuer, Wachovia Capital Markets, LLC, as a co-lead arranger, Morgan Stanley Senior Funding, Inc., as syndication agent and a co-lead arranger, and Goldman Sachs Credit Partners L.P., as documentation agent, as amended prior to the date hereof.

“Existing Indebtedness” shall mean Indebtedness of each Loan Party and its Subsidiaries outstanding immediately before the occurrence of the Effective Date.

“Existing Swap Counterparties” shall mean those Lenders (as defined in the Existing Credit Agreement) and Affiliates thereof that are parties to Lender Rate Contracts (as defined in the Existing Credit Agreement) dated prior to the Effective Date, in each case as more particularly described on Schedule V.

“Exportadora Chile” shall mean Exportadora Chiquita-Enza Chile Limitada, a Chilean 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 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 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 Loan 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 Rabobank 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.

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“Fee Letter” shall mean the Fee Letter dated the date hereof and entered into by and between the Borrower and Rabobank.

“Financial Covenants” shall mean, collectively, the Borrower Leverage Ratio, the Fixed Charge Coverage Ratio and the Maximum Capital Expenditures covenants set forth in Sections 5.03(a), (b) and (c), respectively.

“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 prepared in reasonable detail in accordance with GAAP, except that interim Financial Statements may omit footnotes, statement of shareholders’ 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 of the Borrower Entities for such period and (ii) net rent expense of the Borrower Entities 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. Anything contained herein to the contrary notwithstanding, the calculation of “net lease expense”, “net rent expense” and “Fixed Charges” shall exclude that portion of any lease or rent expense arising under any timecharter or spot charter of ocean-going vessels to the extent reasonably determined by the Borrower to be attributable to expenses related to the operation of such vessel and not to the lease or rental of the vessel itself.

“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) cash Interest Expense, net of cash interest income, for such period (excluding the amortization of any expenses incurred by any of the Borrower Entities in connection with the Existing Credit Agreement (including the “Credit Documents” referred to therein), the Credit Documents referred to herein and the offering of the Senior Notes (7 ¹ /2%), the Senior Notes (8⁷/₈%) and the Convertible Notes, and in each such case the application of the proceeds therefrom); 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 pursuant to Section 5.02(f)(ii)(B) or Section 5.02(f)(ii)(D). 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.

“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.

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“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 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 Termination Date; (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 clauses (a) through (h) above, other than reimbursement obligations with respect to 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 bonds in respect of workers’ compensation, provided no Default exists or is continuing.

“GAAP” shall mean generally accepted accounting principles in the US as in effect from time to time (including 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 Agreements” shall mean, collectively, (a) the Share 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 Secured Parties, (b) the Share Pledge Agreement duly executed by “Hameico” Fruit Trade GmbH acting as pledgor with respect to the pledge of shares in Chiquita Deutschland GmbH in favor of the Secured Parties and (c) the Share Pledge

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Agreement duly executed by CBCBV and American Produce Company acting as pledgors with respect to the pledge of shares in “Hameico” Fruit Trade GmbH in favor of the 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 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.

“Grantors” shall mean (a) the Borrower, (b) CBII, (c) the entities listed on Part I of Schedule I and (d) US Subsidiaries formed, acquired or becoming US Subsidiaries after the Effective Date.

“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 lesser of the stated or determinable amount of the primary obligation or the maximum liability of the guarantor thereunder in respect thereof. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantee Agreements” shall mean, collectively, the Parent Guarantee Agreement and each Subsidiary Guarantee Agreement.

“Guarantors” shall mean, collectively, the Parent Guarantor and the Subsidiary Guarantors.

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“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 any Rate Contract.

“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.

“Intellectual Property Security Agreements” shall mean, collectively, the Copyright Security Agreements, the Patent Security Agreements, and the Trademark 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(h) 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 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 Intellectual Property Security Agreements.

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“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)(ii).

“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 all direct or indirect Subsidiaries of CBII 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.

“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 Rabobank 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 US Currency Equivalent of the aggregate undrawn face amount of all outstanding Letters of Credit at such date plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings, at such date.

“Lender Addendum” shall mean, with respect to any Lender as of the Effective Date, a Lender Addendum, substantially in the form of Exhibit R, executed and delivered by such Lender on the Effective Date as provided in Section 8.17.

“Lead Arranger” shall mean Rabobank, acting in its capacity as lead arranger.

“Lender Rate Contract Obligations” shall mean all liabilities and obligations, however arising, owed by a Borrower Entity to any Lender or any other Secured Party 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 Borrower Entities and one or more of the Secured Parties on terms agreed to between such Borrower Entity and any such Secured Party. Each Lender Rate Contract shall be secured by the Liens created by the Security Documents to the extent set forth in Section 2.14(b).

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“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. 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 L/C Issuer.

“Letter of Credit Expiration Date” shall mean the day that is 30 days prior to the Maturity Date (or, if such day is not a Business Day, the preceding Business Day).

“Letter of Credit Fee Percentage” shall mean, with respect to any Letter of Credit, the per annum percentage calculated as described in the definition of Applicable Margin.

“Letter of Credit Sublimit” shall mean an amount equal to the lesser of the Revolving Loan Facility and $100,000,000. 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 Section 2.01(d)(ii).

“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 Bloomberg L.P. Page BBAM1/(Official BBA USD Dollar Libor Fixings) (or such other display screen as may replace such page 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 equal 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 Rabobank in the London interbank eurodollar currency market or (ii) the rate at which Dollar deposits are offered to Rabobank in, or by Rabobank to major banks in, any offshore interbank eurodollar market selected by Rabobank, 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 equal 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 (a) 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

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perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof, (b) any option or other agreement to sell or give a security interest therein, and (c) 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 or a Term Loan.

“Loan Account” shall have the meaning given to that term in Section 2.08(a).

“Loan Parties” shall mean 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, as applicable, 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.

“Maturity Date” shall mean March 31, 2014.

“Meneu” shall mean Meneu Distribucion S.A., a company organized under the laws of Spain.

“Mortgage Policies” shall have the meaning given to that term in Section 3.01(h)(ii).

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“Mortgages” shall mean, collectively, (a) deeds of trust, trust deeds, deeds to secure debt and mortgages, in substantially the form of Exhibit Q-1 (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 (b) the Clayton County Leasehold Mortgage.

“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.

“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 or for the benefit of any of the CBII Entities (including 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 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 any 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 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) above;

(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 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

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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.

“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 Letter of Credit” shall mean a Letter of Credit issued or to be issued in (a) British pounds sterling, (b) euros or (c) 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 $50,000,000. 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 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.

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“Non-US Subsidiaries” shall mean all direct or indirect Subsidiaries of CBII which are organized in a jurisdiction other than the US or any state thereof.

“Note” shall mean a Term Loan 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(c) or a Notice of Swing Line Borrowing.

“Notice of Conversion” shall have the meaning given to that term in Section 2.01(g).

“Notice of Interest Period Selection” shall have the meaning given to that term in Section 2.01(h)(ii).

“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.

“Notification” shall have the meaning given to that term in Section 8.01(c)(ii).

“Obligations” shall mean 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 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 Contract Obligations.

“OFAC” shall mean the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer” shall mean, with respect to CBII or the Borrower, (a) the Chairman of the Board of Directors, any Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, or the Treasurer or (b) any Assistant Treasurer, 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, 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.

“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(d)(i).

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“Parallel Security” shall have the meaning given to the term in Section 2.14(d).

“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.

“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).

“Patent Security Agreements” shall mean the Patent Security Agreements executed and delivered by the 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.

“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)(iii).

“Permitted Asset Disposition” shall mean any asset disposition permitted under Section 5.02(c).

“Permitted Indebtedness” shall mean 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 II 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

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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 and are not Collateral;

(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, were not granted in anticipation of such acquisition and do not extend to any other assets and (ii) the aggregate amount of all Indebtedness secured by Liens on assets of the Borrower Entities pursuant to this clause (b) and clauses (c), (d) and (u) of this definition shall not exceed $50,000,000 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);

(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 the aggregate amount of all Indebtedness secured by Liens on assets of the Borrower Entities pursuant to this clause (c) and clauses (b), (d) and (u) of this definition shall not exceed $50,000,000 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);

(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, were not granted in anticipation 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 and (ii) the aggregate amount of all Indebtedness secured by Liens on assets of the Borrower Entities pursuant to this clause (d) and clauses (b), (c) and (u) of this definition shall not exceed $50,000,000 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);

(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 and as to which adequate reserves (as required by GAAP) have been established therefor;

(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 as to which adequate reserves (as required by GAAP) have been established therefor, 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 by appropriate proceedings and as to which adequate reserves (as required by GAAP) have been established therefor;

(h) Liens on property of a Non-US Subsidiary to secure Indebtedness of such Non-US Subsidiary that is otherwise permitted under Section 5.02;

(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 and do not materially detract from the value of such property or materially interfere with 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) 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;

(o) Liens to secure Hedging Obligations incurred in the ordinary course of business solely 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 and provided, further, that such Liens do not extend to the Collateral (unless such Liens are granted under the Security Documents);

(p) 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;

(q) leases, subleases or licenses and sublicenses granted to others that do not materially detract from the value of such property or materially interfere with the ordinary course of business of any CBII Entity;

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

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(s) Liens on receivables assets of any Non-US Subsidiary securing receivables obligations of any Non-US Subsidiary;

(t) 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;

(u) additional Liens to secure Indebtedness provided that (i) the aggregate amount of all Indebtedness secured by Liens on assets of the Borrower Entities pursuant to this clause (u) and clauses (b), (c) and (d) of this definition shall not exceed $50,000,000 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 assets covered by any additional Liens permitted to be incurred pursuant to this clause (u) shall not include any Equity Securities of any Pledged Persons and (iii) to the extent any additional Liens permitted to be incurred pursuant to this clause (u) 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 Secured Parties on terms reasonably satisfactory to the Administrative Agent;

(v) statutory Liens of vendors of perishable agricultural commodities or the like (i) arising pursuant to the provisions of PACA, (ii) arising in the ordinary course of business and (iii) for amounts not overdue for more than 90 days or being contested in good faith by appropriate proceedings and as to which adequate reserves (as required by GAAP) have been established therefor;

(w) Liens securing intercompany obligations (i) of any of the Borrower’s direct or indirect Non-US Subsidiaries to the Borrower or CBII, (ii) between or among any of the Borrower’s direct or indirect Non-US Subsidiaries that are not Loan Parties, or (iii) between or among any of the Borrower’s direct or indirect US Subsidiaries, if such Liens are expressly subordinate to the Liens granted under the Security Documents, in form and substance reasonably satisfactory to the Administrative Agent;

(x) Permitted Encumbrances (as defined in each Mortgage); and

(y) purchase money Liens upon Container Assets acquired by any of the CBII Entities 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.

“Permitted Sales” shall have the meaning given to that term in the definition of Asset Sales.

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“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(c)(i).

“Pledge Agreements” shall mean the Pledge Agreements executed and delivered by the Pledgors pursuant to Section 2.14(c), 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 attached as Exhibit I.

“Pledged Equity Securities” shall have the meaning given to that term in Section 3.01(a)(v).

“Pledged Intercompany Notes” shall have the meaning given to that term in Section 3.01(a)(iv).

“Pledged Persons” shall mean (a) the Borrower and the other Persons listed on Schedule III, (b) US Subsidiaries formed, acquired, or becoming US Subsidiaries after the Effective Date, (c) Significant Non-US Subsidiaries formed or acquired after the Effective Date and (d) any Non-US Subsidiary which after the Effective Date becomes a Significant Non-US Subsidiary (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 sales and receivables from any CBII Entities); 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 the Administrative Agent and CBII, using best efforts, mutually agree, after taking into consideration the value of the assets of any Significant Non-US Subsidiary, (A) that by virtue of pledging more than 65% of the Voting Equity Securities of such Significant Non-US Subsidiary, a Section 956 Issue will result with respect to such Significant Non-US Subsidiary, then only 100% of the non-voting Equity Securities and 65% of the voting Equity Securities of such Significant Non-US Subsidiary shall be pledged, and (B) that by virtue of (x) pledging 100% of the non-voting Equity Securities and 65% of the voting Equity Securities of any Significant Latin American Subsidiary, such Significant Latin American Subsidiary shall be obligated to pay material local fees, (y) pledging 65% of the voting Equity Securities of such Significant Non-US Subsidiary, a Section 956 Issue will result with respect to the Pledgor of such Significant Non-US Subsidiary or (z) a pledge of or by a Significant Non-US Subsidiary, personal liability of the officers or directors of such Significant Non-US Subsidiary under the laws of the jurisdiction in which such Significant Non-US Subsidiary is organized will result, then none of the non-voting Equity Securities and voting Equity Securities of such Significant Non-US Subsidiary shall be pledged, such Significant Non-US Subsidiary shall not be one of the Pledged Persons and no 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 Section 956 Issue, such prohibition, such

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personal liability or resulting in an obligation of such Significant Latin American Subsidiary to pay material local fees, as applicable; and provided, further, that if some or all of the Equity Securities of a Borrower Entity that directly or indirectly owns Equity Securities of such Significant Non-US Subsidiary are not the subject of a Pledge Agreement and may be pledged to the Administrative Agent without such prohibition or without resulting in an obligation of such Significant Latin American Subsidiary to pay material local fees, as applicable, such Borrower Entity shall become one of the Pledged Persons.

“Pledgors” shall mean those Persons pledging their interests in a Pledged Person.

“Post Effective Date Requirements Letter Agreement” shall have the meaning given to that term in the definition of Effective Date.

“Pre-Commitment Information” shall mean all written information, including one or more confidential information memoranda and other marketing materials to be used in connection with the syndication of the Commitments that have been made available to Rabobank by CBII, the Borrower or any representative thereof.

“Principal Trademarks” shall mean those trademarks described as “Principal Trademarks” on Schedule 4.01(n), which may be updated hereafter upon the agreement of the Borrower and the Administrative Agent, except that the deletion of any material “Principal Trademarks” shall require the consent of the Required Lenders.

“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) 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; and

(b) 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(b) 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), 5.02(d) and 5.02(f) (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.

“Properties” shall mean, collectively, the Owned Properties and the property subject to the Clayton County Lease.

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“Rate Contract” shall mean any agreement or document now existing or hereafter entered into in respect of 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).

“Refinancing Indebtedness” shall mean any refinancing of existing Indebtedness, so long as such refinancing Indebtedness (a) is permitted to be incurred under Section 5.02(a), (b) does not result in an increase in the aggregate principal amount of the Indebtedness being refinanced and (c) any Liens securing such refinancing Indebtedness do not extend to or cover any property or assets of any CBII Entity other than the property or assets securing the Indebtedness being refinanced.

“Register” shall have the meaning given to that term in Section 8.05(d).

“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).

“Replacement Lender” shall have the meaning given to that term in Section 2.15.

“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 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” and, in such case, “Required Lenders” shall mean Lenders that are not Defaulting 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 of all Lenders that are not Defaulting Lenders 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 of all Lenders that are not Defaulting Lenders outstanding at such time and (b) the aggregate principal amount of the Term Loans of all Lenders that are not Defaulting Lenders outstanding at such time.

“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

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Revolving Lenders”, and, in such case, “Required Revolving Lenders” shall mean Lenders that are not Defaulting Lenders having total Revolving Proportionate Shares exceeding 50% of the total Revolving Proportionate Shares of all Lenders that are not Defaulting Lenders at such time.

“Required Term Lenders” shall mean, at any time, Lenders owed or holding at least a majority in interest of the aggregate principal amount of the Term Loans outstanding at such time, except that, at any time any Term Lender is a Defaulting Lender, all Defaulting Lenders shall be excluded in determining “Required Term Lenders” and, in such case, “Required Term Lenders” shall mean Lenders that are not Defaulting Lenders owed or holding at least a majority in interest of the aggregate principal amount of the Term Loans of all Lenders that are not Defaulting Lenders outstanding at such time.

“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 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(b).

“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 in the Lender Addendum delivered by such Revolving Lender 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 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 Maturity Date or if the Revolving Loan Commitments are otherwise reduced to zero or terminated.

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“Revolving Loan Facility” shall mean, at any time, the aggregate amount of the Revolving Lenders’ Revolving Loan Commitments at such time. As of the Effective Date, the amount of the Revolving Loan Facility is $150,000,000.

“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, 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:

Tier	Consolidated Adjusted Leverage Ratio	Applicable Margin for LIBOR Loans (bps per annum)	Applicable Margin for Base Rate Loans (bps per annum)
1	³ 5.50 to 1.00	375	275
2	³ 4.50 to 1.00 but < 5.50 to 1.00	350	250
3	³ 3.75 to 1.00 but < 4.50 to 1.00	325	225
4	< 3.75 to 1.00	300	200

Any increase or decrease in the Applicable Margin for Revolving Loans or the Letter of Credit Fee Percentage resulting from a change in the Consolidated Adjusted Leverage Ratio shall become effective as of the fifth Business Day following the date a Compliance Certificate is required to be delivered pursuant to Sections 5.01(a)(iii) (other than the Compliance Certificate delivered 120 days after the close of each fiscal year in respect of yearly Financial Statements of the Borrower Entities) or 5.02(d)(iii); provided, however, that if no Compliance Certificate is delivered within three days of when due in accordance with such Sections, then Tier 1 of the Revolving Loan Pricing Grid shall apply as of the date of the failure to deliver such Compliance Certificate until the fifth Business Day after the date on which the Borrower delivers a Compliance Certificate in the form of Exhibit G-1 (in respect of Section 5.01(a)(iii)) or Exhibit G-2 (in respect of Section 5.02(d)(iii)) and thereafter the Applicable Margin for Revolving Loans and the Letter of Credit Fee Percentage shall be based on the Consolidated Adjusted Leverage Ratio indicated on such Compliance Certificate until such time as the Applicable Margin for Revolving Loans and the Letter of Credit Fee Percentage are further adjusted as set forth in this definition.

“Revolving Proportionate Share” shall mean, with respect to any Revolving Lender:

(a) 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) 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

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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 in the Lender Addendum delivered by such Revolving Lender under the caption “Revolving Proportionate Share”.

“Sales Basket Amount” shall have the meaning given to that term in Section 2.06(c)(ii).

“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 in a material amount to its first tier US equity owner pursuant to IRC Section 956, and related sections of the IRC and the regulations promulgated thereunder.

“Secured Obligations” shall mean any Obligations owing to the Secured Parties, any Guarantees thereof by the Loan Parties, and any Lender Rate Contract Obligations.

“Secured Parties” shall mean, collectively, the Administrative Agent, any Supplemental Collateral Agent, the Revolving Lenders, the Swing Line Lender, the L/C Issuer, the Term Lenders, the Existing Swap Counterparties and, whether or not such Person has ceased to be a Lender or an Affiliate of a Lender under this Agreement, any Lender or any Affiliate of a Lender as a counterparty to a Lender Rate Contract.

“Security Agreements” shall mean the security agreements (including any amended and restated security agreements) executed and delivered by (a) the Borrower, (b) CBII or (c) the US Subsidiaries pursuant to Sections 2.14(c), 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.

“Security Documents” shall mean the Security Agreements, the Pledge Agreements, the Intellectual Property Security Agreements, the Mortgages and all other instruments, agreements and documents (including Uniform Commercial Code financing statements) delivered to the Administrative Agent in connection with any Collateral or to secure any Secured Obligation or any Guarantee of the Secured Obligations, as the same may be amended, restated, supplemented or modified from time to time to the extent permitted under the Credit Documents.

“Senior Notes (7 ¹/2%)” shall mean the 7 ¹/2% Senior Notes due 2014 of CBII.

“Senior Notes (7 ¹/2%) Indenture” shall mean that certain Indenture dated as of September 28, 2004, between CBII, as issuer, and LaSalle Bank National Association, as trustee, and the First Supplemental Indenture thereto, dated as of February 4, 2008, in respect of the Senior Notes (7 ¹ /2%), as amended, restated, supplemented or modified from time to time to the extent permitted under the Credit Documents.

“Senior Notes (8⁷/₈%)” shall mean the 8⁷/₈% Senior Notes due 2015 of CBII.

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“Senior Notes (8⁷/₈%) Indenture” shall mean that certain Indenture dated as of June 28, 2005, between CBII, as issuer, and LaSalle Bank National Association, as trustee, in respect of the Senior Notes (8⁷ /₈%), as further amended, restated, supplemented or modified from time to time to the extent permitted under the Credit Documents.

“Servicios Chile” shall mean Servicios Chiquita-Enza Chile Limitada, a Chilean limitada.

“Significant Latin American Subsidiaries” shall mean the Significant Subsidiaries that are Latin American Subsidiaries.

“Significant Non-US Subsidiaries” shall mean the Significant Latin American Subsidiaries and Significant Other Non-US Subsidiaries.

“Significant Other Non-US Subsidiaries” shall mean the Significant Subsidiaries that are not Significant US Subsidiaries or Significant Latin American Subsidiaries.

“Significant Parties” or “Significant Party” shall mean CBII, the Borrower, and Significant Subsidiaries.

“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 each of the Borrower Entities described as Significant Subsidiaries on Schedule 4.01(q), and each other direct or indirect Subsidiary of CBII 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 all direct or indirect Significant Subsidiaries of CBII which are organized under the laws of the US, any state thereof or the District of Columbia.

“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.

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“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.

“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 the Borrower.

“Subsidiary Guarantee Agreements” shall mean, collectively, each Guarantee Agreement executed and delivered by each Subsidiary Guarantor pursuant to Section 3.01(a) or 5.01(i), as the case may be, and substantially in the form attached as Exhibit K (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 Subsidiary Guarantors).

“Subsidiary Guarantors” shall mean (a) entities listed on Part II of Schedule I, (b) US Subsidiaries formed, acquired or becoming US Subsidiaries after the Effective Date and (c) Significant Non-US Subsidiaries formed, acquired or becoming Significant Non-US Subsidiaries after the Effective Date; provided, however, if the Administrative Agent and CBII, using best efforts, mutually agree, after taking into consideration the value of the assets of such Significant Non-US Subsidiary, that by virtue of entering into a Subsidiary Guarantee Agreement or Guaranteeing the Secured Obligations (a) a Section 956 Issue will result with respect to a Significant Non-US Subsidiary, (b) personal liability of the officers or directors of such Significant Non-US Subsidiary under the laws of the jurisdiction in which such Significant Non-US Subsidiary is organized will result or (c) if such Significant Non-US Subsidiary is a Significant Latin American Subsidiary, such Significant Non-US Subsidiary will be required to pay material local fees, such Significant Non-US Subsidiary shall not be a Subsidiary Guarantor and shall not execute a Subsidiary Guarantee Agreement (or Guarantee the Secured Obligations) until such time as such Section 956 Issue, personal liability or material local fee liability, as applicable, shall no longer exist.

“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.

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“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 Rabobank 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 Wells Fargo, acting its capacity as syndication agent.

“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 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.

“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 397 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 (a) and (b) 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 397 days of purchase;

(e) Investments not exceeding 397 days in maturity in money market funds that invest primarily all of such funds’ assets in the Investments described in clauses (a) through (d) above; 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 Lender” shall mean any Lender that has a Term Loan Commitment or that has made or holds a Term Loan.

“Term Loan” shall have the meaning given to that term in Section 2.01(a).

“Term Loan Borrowing” shall mean a borrowing consisting of simultaneous Term Loans of the same Type made by the Term Lenders.

“Term Loan Commitment” shall mean, with respect to any Term Lender at any time, the amount set forth in the Lender Addendum delivered by such Term Lender under the caption “Term 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 “Term Loan Commitment”.

“Term Loan Facility” shall mean, at any time, the Term Lenders’ Term Loan Commitments and the Term Loans provided thereunder. As of the Effective Date, the amount of the Term Loan Facility is $200,000,000.

“Term Loan Note” shall mean a promissory note of the Borrower payable to the order of any Term Lender, in substantially the form of Exhibit E-2, evidencing the indebtedness of the Borrower to such Lender resulting from the Term Loan made by such Lender.

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“Term Loan Pricing Grid” shall mean:

Tier	Consolidated Adjusted Leverage Ratio	Applicable Margin for LIBOR Loans (bps per annum)	Applicable Margin for Base Rate Loans (bps per annum)
1	³ 5.50 to 1.00	450	350
2	³ 4.50 to 1.00 but < 5.50 to 1.00	425	325
3	³ 3.75 to 1.00 but < 4.50 to 1.00	400	300
4	< 3.75 to 1.00	375	275

Any increase or decrease in the Applicable Margin for Term Loans resulting from a change in the Consolidated Adjusted Leverage Ratio shall become effective as of the fifth Business Day following the date a Compliance Certificate is required to be delivered pursuant to Sections 5.01(a)(iii) (other than the Compliance Certificate delivered 120 days after the close of each fiscal year in respect of yearly Financial Statements of the Borrower Entities) or 5.02(d)(iii); provided, however, that if no Compliance Certificate is delivered within three days of when due in accordance with such Sections, then Tier 1 of the Term Loan Pricing Grid shall apply as of the date of the failure to deliver such Compliance Certificate until the fifth Business Day after the date on which the Borrower delivers a Compliance Certificate in the form of Exhibit G-1 (in respect of Section 5.01(a)(iii)) or Exhibit G-2 (in respect of Section 5.02(d)(iii)) and thereafter the Applicable Margin for Term Loans shall be based on the Consolidated Adjusted Leverage Ratio indicated on such Compliance Certificate until such time as the Applicable Margin for Term Loan are further adjusted as set forth in this definition.

“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 Facility pursuant to this Agreement and (ii) the Maturity Date and (b) for purposes of the Term Loan Facility, the earlier of (i) the acceleration of all amounts owing under the Term Loan Facility (pursuant to Section 6.02 or otherwise) and (ii) the Maturity Date.

“Termination Value” shall mean, in respect of any one or more Lender Rate Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Lender Rate Contracts, (a) for any date on or after the date such Lender Rate Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Lender Rate Contracts, as determined by the Administrative Agent based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Lender Rate Contracts which may include any Lender.

“Trademark Security Agreements” shall mean the Trademark Security Agreements executed and delivered by the 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.

“Trademarks” shall have the meaning given to that term in Section 4.01(n).

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“Transaction” shall mean the transactions contemplated by the Credit 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” shall mean claims for indemnification that may be asserted by the Administrative Agent, the 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 five 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.

“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 Currency Equivalent” shall mean, with respect to any amount denominated in a Non-US Currency, as of any date of determination, an equivalent amount in Dollars of such amount 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.

“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 to the Administrative Agent (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

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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 Person” shall mean a Person which is organized under the laws of the US or any state thereof.

“US Subsidiaries” shall mean all direct or indirect Subsidiaries of CBII which are organized under the laws of the US or any state thereof, other than De Minimis US Subsidiaries.

“Wells Fargo” shall mean Wells Fargo Bank, National Association.

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 referred to in Section 4.01(h). If GAAP as in effect on December 31, 2007 (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 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, 2007 (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.

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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 for the Commitment Letter to the extent of the provisions that are expressly set forth therein to continue and survive after the Effective Date.

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.

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

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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 CBII 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.

ARTICLE II CREDIT FACILITIES

SECTION 2.01. The Credit Facilities.

(a) Term Loan Facility. Each Term Lender severally agrees, on the terms and conditions hereinafter set forth, to make a single advance in Dollars (a “Term Loan”) to the Borrower on the Effective Date in an amount not to exceed such Lender’s Term Loan Commitment at such time. The Term Loan Borrowing shall consist of Term Loans made simultaneously by the Term Lenders ratably according to their Term Loan Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.

(b) 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 Termination Date, such loans in Dollars as the Borrower may request under this Section 2.01(b) (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 of 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 Termination Date in respect of the Revolving Loan Facility.

(c) 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, 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;

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(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;

(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(h); 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 IV 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.

(d) 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.

(e) Interest Payments. 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 on the Termination Date.

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(f) Number of Borrowings. The number of Revolving Loan Borrowings consisting of LIBOR Loans shall not exceed 10 at any time, and the number of Term Loan Borrowings consisting of LIBOR Loans shall not exceed two at any time.

(g) Conversion of Loans. Subject to Section 2.13, the Borrower may convert all or part of the Loans comprising a Revolving Loan Borrowing or a Term Loan 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, 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(h); 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 IV 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.

(h) 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, if all Appropriate Lenders agree, nine or 12 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 or a Term

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Loan Borrowing, as applicable, shall end after the Termination Date for the applicable Commitment. 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 between the Lead Arranger and the Borrower.

(ii) The Borrower shall notify the Administrative Agent by an irrevocable written notice in the form of Exhibit C, 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 IV; 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(h) 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.

(i) Scheduled Revolving Loan Repayments. The Borrower shall repay the principal amount of the Revolving Loans on the Termination Date in respect of the Revolving Loan Facility.

(j) Scheduled Term Loan Repayments. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders the aggregate outstanding principal amount of the Term 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 2.06):

Date	Amount
June 30, 2008	$	2,500,000
September 30, 2008	$	2,500,000
December 31, 2008	$	2,500,000
March 31, 2009	$	2,500,000
June 30, 2009	$	2,500,000
September 30, 2009	$	2,500,000
December 31, 2009	$	2,500,000
March 31, 2010	$	2,500,000
June 30, 2010	$	5,000,000

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Date	Amount
September 30, 2010	$	5,000,000
December 31, 2010	$	5,000,000
March 31, 2011	$	5,000,000
June 30, 2011	$	5,000,000
September 30, 2011	$	5,000,000
December 31, 2011	$	5,000,000
March 31, 2012	$	5,000,000
June 30, 2012	$	5,000,000
September 30, 2012	$	5,000,000
December 31, 2012	$	5,000,000
March 31, 2013	$	5,000,000
June 30, 2013	$	5,000,000
September 30, 2013	$	5,000,000
December 31, 2013	$	5,000,000
March 31, 2014	$	105,000,000

provided, however, that the final principal installment shall be repaid on the Termination Date in respect of the Term Loan Facility and in any event shall be in an amount equal to the aggregate principal amount of the Term 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 Transaction; (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.

(ii) The Borrower shall use the proceeds of the Term Loans to: (A) pay fees and expenses related to the Transaction; and (B) refinance certain existing Indebtedness of the Borrower, including all obligations under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement); (C) provide for the working capital, Capital Expenditures and general purpose needs of any Borrower Entity; (D) finance Permitted Acquisitions and related expenses; (E) notwithstanding any continuing Event of Default, finance, through Distributions, loans, or other transfers to CBII, CBII Overhead Expenses; and (F) 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.

(l) The Other Obligations. In addition to the foregoing, the Borrower hereby promises to pay all Obligations, including, without limitation, the principal amount of the Loans,

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amounts drawn under Letters of Credit and interest and fees on the foregoing, as the same become due and payable hereunder and, in any event, on the applicable Termination Date.

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 Issuer agrees, 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) 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 Section 2.02(b) and (3) 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 Issuer 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 (i) the Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (ii) 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.

(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 the L/C Issuer from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the 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 the L/C Issuer;

(E) only with respect to a request for a Non-US Currency Letter of Credit, the 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 the 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 $50,000 (or the US Currency Equivalent thereof on the date of issuance).

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the 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 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 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 the 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 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 the 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 Application shall specify in form and detail satisfactory to the 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 L/C Issuer may reasonably require.

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(ii) Promptly after receipt of any Letter of Credit Application, the 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, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the 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, the 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 the 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 the 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 L/C Issuer may, but shall not be obligated to, 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 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 the 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) the 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 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 (A) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such renewal or (B) 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 L/C Issuer shall not be obligated to permit any such renewal if the 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 Issuer 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 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 L/C Issuer shall notify the Borrower and the Administrative Agent of the amount to be paid by the L/C Issuer as a result of such drawing and the date on which payment is to be made by the 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 the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the 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 the US Currency Equivalent of such amount). If the Borrower fails to so reimburse the 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 US Currency Equivalent of such amount plus any related transaction costs, all of which are the Borrower’s responsibility), 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 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 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 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 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 Non-US Currency Unreimbursed Amount shall accrue based on the 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 L/C

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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 US Currency Equivalent of such amount plus any related transaction costs, all of which are the Borrower’s responsibility).

(iv) Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.02(c) to reimburse the 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 the L/C Issuer.

(v) Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the 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 the 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 any event described in Sections 2.02(e)(i) through 2.02(e)(vi)). Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the 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 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), the 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 the L/C Issuer at a per annum rate equal to (A) the daily Federal Funds Rate during the period from the date such payment is required through the third day thereafter and (B) the rate applicable to Base Rate Loans thereafter. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.02(c)(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 the 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 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 the 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 per annum rate equal to (A) the daily Federal Funds Rate during the period from the date of such demand through the third day thereafter and (B) the rate applicable to Base Rate Loans thereafter.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the 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 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 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 the 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 L/C Issuer taking any applicable action with respect to such Letter of Credit, notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the 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 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 L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the 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, as determined by a final non-appealable judgment of a court of competent jurisdiction, 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 the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi); provided, however, that anything in such Sections to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the 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 the L/C Issuer’s willful misconduct or gross negligence (as determined by a final non-appealable judgment of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the 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 the 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.

(g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such

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drawing has resulted in an L/C Borrowing or (ii) if, as of the Termination Date in respect of the Revolving Loan Facility, 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 Issuer 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 Rabobank, N.A. or another institution satisfactory to the Administrative Agent. 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, the 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 L/C Issuer and the Borrower when a Letter of Credit is issued, (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 shall apply to each commercial Letter of Credit.

(i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender in accordance with such Revolving Lender’s Revolving Proportionate Share, a Letter of Credit fee for each Letter of Credit equal to the 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 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 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.

(j) Issuance Fee; Documentary, Presentation, Amendment, and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the 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 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 the L/C Issuer relating to letters of credit as from time to time in effect; provided, however, that any Letters of Credit issued for the benefit of Wachovia Bank, National Association, in connection with letters of credit existing under the Existing Credit Agreement, on

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the Effective Date shall not be subject to new or additional issuance, customary, documentary or processing fees on the Effective Date as a result of such issuance. Any applicable fees and charges are due and payable on demand and are non-refundable.

(k) Non-US Currency Letters of Credit Computation of US Currency Equivalent. The Administrative Agent will determine the US Currency Equivalent with respect to any Non-US Currency Letter of Credit (i) as of the date of issuance thereof, (ii) at least one time each fiscal quarter and (iii) at such other times as reasonably requested by the Borrower or any Lender (each, “Computation Date”). The Administrative Agent will provide the Borrower with written notice of the amount determined pursuant to this Section 2.02(k) from time to time, including following the end of each fiscal quarter. Upon receipt of 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.

(l) 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 Termination Date in respect of the Revolving Loan Facility 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

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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 with respect to which the Swing Line Lender has received a written notice from a Lender or the Borrower, referring to this Agreement, describing such Event of Default and stating that such notice is a “Notice of Event of Default”. 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 (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 to the Administrative Agent by not later than 12:00 noon on the Business Day before the date of the requested refinancing and shall specify the amount of Swing Line Loans then outstanding and the date on which the Base Rate Loan is to be made and shall be subject to the unutilized portion of the Revolving Loan Facility and the conditions set forth in Section 3.02 (other than delivery of a Notice of Borrowing). The Swing Line Lender shall furnish the Borrower with a copy of the

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applicable request promptly after delivering such notice to the Administrative Agent. The Administrative Agent shall promptly notify each Appropriate Lender of the contents of the applicable request. Each Revolving Lender shall make an amount equal to its Revolving Proportionate Share of the amount specified in such request 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 request, 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 request 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.

(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 (acting through the Administrative Agent) shall be entitled to recover from such Revolving Lender, 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 per annum rate equal to (A) the daily Federal Funds Rate during the period from the date such payment is required through the third day thereafter and (B) the rate applicable to Base Rate Loans thereafter. A certificate of the Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(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

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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 per annum rate equal to (A) the daily Federal Funds Rate during the period from the date of such demand through the third day thereafter and (B) the rate applicable to Base Rate Loans thereafter. 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.

(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 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 Maturity Date, if, after giving effect to such cancellation, any Swing Line Loan or 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

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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 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 any CBII Entity shall fail to observe or perform the covenant contained in Section 5.02(p)(ii).

(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 Section 2.10(a)(i).

SECTION 2.05. Fees.

(a) Fee Letter. The Borrower shall pay to Rabobank the fees and other compensation in the amounts and at the times set forth in the Fee Letter.

(b) Commitment Fees. The Borrower shall pay to the Administrative Agent, for the ratable benefit of the Revolving Lenders as provided in Section 2.10(a)(iv), commitment fees (collectively, the “Commitment Fees”) equal to the Commitment Fee Percentage of the daily Unused Revolving Commitment for the period beginning on the date of this Agreement and ending on the Maturity Date. The Borrower shall pay the Commitment Fees in arrears on the last day in each March, June, September and December (commencing June 30, 2008) and on the Maturity Date (or if the Revolving Loan Facility is cancelled on a date prior to the 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 US Currency Equivalents relating thereto as of the Business Day immediately preceding the last day in each March, June, September and December, as applicable.

SECTION 2.06. Prepayments.

(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

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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; provided, however, that any payoff statement from the Administrative Agent relating to this Agreement shall apply to such Lender Rate Contracts, except as otherwise expressly provided in such payoff statement.

(b) Optional Prepayments.

(i) At its option, the Borrower may, upon notice of at least one Business Day to the Administrative Agent in the case of Base Rate Loans or notice of at least three Business Days 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 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, except as otherwise provided in Section 2.06(b)(ii), $5,000,000 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 Loans 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 (1) $250,000 or an integral multiple of $50,000 in excess thereof and (2) 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

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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 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) Cash Collateralize the Obligations in respect of the outstanding Letters of Credit in an amount equal to the then Effective Amount of the L/C Obligations.

(ii) If, during any fiscal year (including fiscal year 2008), any CBII Entity consummates any Asset Sale and the Net Cash Proceeds of such Asset Sale, when added to the Net Cash Proceeds of all such Asset Sales by all CBII Entities during such fiscal year, in the aggregate, exceed $15,000,000 for such fiscal year (the “Sales Basket Amount”), the Borrower shall, immediately after the completion of each Asset Sale which results in such an excess or an increase in such an excess, 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, however, that:

(A) no such prepayment shall be required in connection with any Asset Sale (or related Asset Sales, in a series or otherwise) otherwise permitted under Section 5.02(c) to the extent the aggregate consideration received by the CBII Entities for such Asset Sale (or related Asset Sales, in a series or otherwise) does not exceed $1,000,000 (and such sale proceeds shall not be counted towards the Sales Basket Amount);

(B) so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayment shall be required in connection with any Asset Sale (or related Asset Sale, in a series or otherwise) (each, a “Relevant Sale”) otherwise permitted under Section 5.02(c) to the extent (1) if the Net Cash Proceeds from all Relevant Sales in any fiscal year exceed $5,000,000, 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 Borrower Entity 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 and (2) 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 such Relevant Sale are received; and

(C) anything contained in this Section 2.06(c)(ii) to the contrary notwithstanding, so long as no Event of Default has occurred and is continuing or would result from any sale or disposition of assets otherwise giving rise to a required prepayment under this Section 2.06(c)(ii), in the event the Borrower Leverage Ratio is, on a pro forma basis, (1)

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less than 2.50 to 1.00 both before and after giving effect to such sale or disposition of assets, no such prepayment shall be required, or (2) equal to or in excess of 2.50 to 1.00 both before or after giving effect to such disposition, such prepayment shall be required in an amount equal to the lesser of (i) the amount of such Net Cash Proceeds and (ii) the amount necessary to decrease the Borrower Leverage Ratio to, on a pro forma basis, less than 2.5 to 1.0 both before and after giving effect to such disposition and the use of such Net Cash Proceeds.

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 clause (B) above 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 Section 2.06(c)(ii).

(iii) If, during any fiscal year (including fiscal year 2008), any CBII Entity receives Extraordinary Receipts and the Net Cash Proceeds of such Extraordinary Receipts that, 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 thereof 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 exceptions below), immediately 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 Section 2.06(c)(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 a Borrower Entity 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 Section 2.06(c)(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 or the Required Lenders, the Borrower shall deposit

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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 Rabobank, N.A. or another institution reasonably satisfactory to the Administrative Agent (which interest-bearing account shall be subject to a security interest in favor of the Collateral Agent for the benefit of the Secured Parties that is 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 that, when added to all such Indebtedness for borrowed money issued or incurred by all CBII Entities after the Effective Date, in the aggregate, exceeds $50,000,000 (provided that (A) Permitted Indebtedness (1) secured solely by a Lien of the type described in clause (c) of the definition of Permitted Liens or (2) owed by a CBII Entity to another CBII Entity and (B) Refinancing 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, after such issuance or incurrence which results in such an excess or an increase in such an excess, immediately 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 of such excess or such increase in such excess.

(v) On or prior to the 120^th day following the end of each fiscal year of CBII (commencing with the fiscal year of CBII ending December 31, 2008), 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 such amount shall be reduced to 0% of Excess Cash Flow if the Borrower Leverage Ratio as of the most recently ended fiscal year of CBII shall be less than 2.50:1.00.

(vi) If, at any time after the Effective Date, any CBII Entity issues any Equity Securities (other than (v) issuances thereof the proceeds of which are used to make a Permitted Acquisition; provided that such Permitted Acquisition occurs within 90 days after such issuance, (w) any issuances thereof to CBII or any Borrower Entity, (x) sales or issuances to any management or employees under any employee stock option or stock purchase plans in existence from time to time, (y) issuances of director’s qualifying shares and (z) any issuances in connection with the exercise of warrants), the Borrower shall, after such issuance or incurrence, immediately 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, any CBII Entity shall fail to observe or perform the covenant contained in Section 5.02(p)(ii), the Administrative Agent may or, upon instructions from the Required Term Lenders, shall, by written notice to the Borrower, require the Borrower

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to prepay the outstanding Term Loans and the other Obligations with respect thereto, and the Borrower shall so prepay the outstanding Term Loans and the other Obligations with respect thereto, 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), (i) 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 (ii) 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) All prepayments pursuant to Section 2.06(c) (excluding Section 2.06(c)(i)) shall be applied as follows: first, to prepay the Term 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 Cash Collateralize the Obligations in respect of the outstanding Letters of Credit in an amount equal to the then Effective Amount of the L/C Obligations.

(ii) Without modifying the order of application of prepayments set forth in Section 2.06(e)(i), 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 Revolving Loan Commitments.

(iii) 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 IV, with each payment due to a Lender to be for the account of such

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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 US (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.

(b) Non-US Currency Payments. 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 the 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.

(c) 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.

(d) Default Rate. (i) Automatically upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), 6.01(f) or 6.01(g) and (ii) at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, until the time when such Event of Default shall have been cured or waived by the Required Lenders or all 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(d), 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.

(e) 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.

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(f) 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 daily Federal Funds Rate during the period from the date such amount is distributed through the third 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 2.07(f) 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 Sections 2.08(b) and 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.

(b) Revolving Loan Notes and Term Loan Notes. If any Lender so requests, such Lender’s Revolving Loans or Term Loans, as the case may be, shall be evidenced by a Revolving Loan Note or a Term Loan Note, as applicable, in the respective forms of Exhibit E-1 and Exhibit E-2. Each such Note shall be (i) payable to the order of such Lender, (ii) in the amount of such Lender’s Revolving Loan Commitment or Term Loan Commitment, as applicable, (iii) dated the Effective Date or such later date upon which such Person becomes a Lender hereunder and (iv) otherwise appropriately completed. The Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Revolving Loan Note or Term Loan Note, as applicable, the date and amount of each Revolving Loan or Term Loan, as the case may

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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 or Term Loan 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, at the request of the Swing Line Lender, by a promissory note in the form of Exhibit F (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 Fundings.

(a) Lender Funding and Disbursement to the Borrower. Each Revolving Lender shall, (i) before 11:00 a.m. on the date of the initial Revolving Loan Borrowing (if the initial Revolving Loan Borrowing occurs on the Effective Date) and (ii) before 1:00 p.m. on the date of each other Revolving Loan Borrowing, make available to the Administrative Agent at the Administrative Agent’s office specified in Schedule IV, in same day or immediately available funds, such Lender’s Revolving Proportionate Share of such Borrowing. Each Term Lender shall, before 11:00 a.m. on the date of the Term Loan Borrowing, make available to the Administrative Agent at the Administrative Agent’s office specified in Schedule IV, in same day or immediately available funds, such Lender’s ratable share of such Borrowing based on such Lender’s Term Loan 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 Rabobank 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.

(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

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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 such date through the third 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 shall be made or shared among the Revolving Lenders pro rata according to their respective Revolving Proportionate Shares;

(ii) Each payment of principal of 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;

(iv) Each payment of Letter of Credit fees and Commitment Fees payable under Sections 2.02(i) and 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;

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(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 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 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.

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(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(g), 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 (other than a connection arising solely as a result of the Transaction) 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,

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

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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 Secured Obligations and the termination of this Agreement. No Lender may establish or change its Euro-Dollar Lending Office with the result that the 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 Secured 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 the 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 (other than a connection arising solely as a result of the Transaction) 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 the 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) the Borrower shall make all such deductions or withholdings, (ii) the 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 the Borrower shall be increased as may be necessary so that after the Borrower, the Administrative Agent 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 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 the Borrower shall not be required to pay any additional amounts in respect of any Taxes pursuant to this Section

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2.12(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), 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 (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 Section 2.12(e) when applicable.

(b) Other Taxes. In addition, the 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. The 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, as determined by a final non-appealable judgment of a court of competent jurisdiction) 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, the 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 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 the Borrower (but only so long thereafter as such Lender remains lawfully able to do so): (i) each Lender that is a US

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Person that is not a “domestic” corporation (as defined in IRC Section 7701) shall provide each of the Administrative Agent and the 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 the 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 the 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 the 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 the Borrower or (iii) a controlled foreign corporation related to the 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 the 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 the 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 Section 2.12(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 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

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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.

(h) Mitigation Obligation. If any Lender requests compensation under this Section 2.12, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 2.12 in the future and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in an economic, legal or regulatory way. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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 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 Secured Obligations and the termination of this Agreement.

SECTION 2.14. Security.

(a) Security Documents. The Secured Obligations, together with the Guarantees thereof by the Parent Guarantor and the Subsidiary Guarantors, shall be secured by the Liens created by and as specified in the Security Documents; provided that no subsidiary of CBII shall guarantee, or grant any Lien to secure, any Secured Obligations of CBII; and 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 generates Significant Revenue; and provided, 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 Collateral pledged as

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security for the 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 the Equity Securities and assets of Meneu shall not be required to be pledged as security for the 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 Collateral pledged as security for the Secured Obligations (except as otherwise expressly provided in Section 2.06(c)(iii)).

(b) 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 or any other Credit Document, no Lender Rate Contract counterparty shall be able to take any action in respect of the Collateral nor instruct the Required Lenders to take any action in respect of the Collateral) by the Lien of the Security Documents, unless (i) arrangements have been made for the Lender Rate Contract Obligations under such Lender Rate Contract to be secured by a secured credit facility refinancing the Facilities or (ii) other replacement collateral equivalent in nature and value (as reasonably determined by the Borrower and the applicable Lender Rate Contract counterparty) supporting the Lender Rate Contract Obligations is provided.

(c) Further Assurances. Each of CBII and the Borrower shall deliver, and shall cause each other Loan Party and each Pledged Person to deliver, to the Administrative Agent, and, if applicable, to execute, acknowledge, deliver, record, re-record, file, re-file, register or re-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, as applicable, 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 by filing Uniform Commercial Code financing statements or, as applicable, fixture filings (but no crop, timber, mineral, or other similar filings) in the appropriate jurisdictions, and (C) perfect security interests in favor of the Administrative Agent that may be perfected by filing the applicable Intellectual Property Security Agreement (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office or the United States Copyright Office, in each case for the benefit of the Administrative Agent and the other Secured Parties, in any or all present and future property of the Borrower and the other Loan Parties 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 as expressly permitted hereunder; and

(ii) otherwise establish, maintain, protect and evidence the rights provided to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, under and in accordance with the terms of the Security Documents;

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provided, however, that with respect to the Collateral, notwithstanding anything to the contrary in this Agreement or in any of the Security Documents (and recognizing the supremacy of this proviso over any conflicting provision of this Agreement in respect of the Collateral or any 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 Collateral pledged as security for the 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 the Equity Securities and assets of Meneu shall not be required to be pledged as security for the 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 Collateral pledged as security for the Secured Obligations (except as otherwise expressly provided in Section 2.06(c)(iii)), (D) regardless of whether this Agreement or any other Credit Document requires the Lenders to deliver one or more Security Documents to perfect a Lien, the only 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 Collateral on which this Agreement obligates the Loan Parties to provide a perfected first priority Lien (subject to Permitted Liens having priority as expressly permitted hereunder), which is and shall be limited to (v) all now owned and hereafter acquired tangible and intangible personal property assets of CBII, the Borrower, and the US Subsidiaries in which a security interest (1) may be perfected by filing financing statements or, as applicable, fixture filings (but no crop, timber, mineral, or other similar filings) in the applicable filing offices, (2) may be perfected by filing the applicable Intellectual Property Security Agreement (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office or the United States Copyright Office or (3) upon the occurrence and during the continuance of an Event of Default or as otherwise expressly provided in Section 2.06(c)(iii), 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 Trademarks owned by the Borrower or any other US Subsidiary in the US (which Trademarks owned by the Borrower constitute all material Trademarks consisting of trademarks), (x) those Trademarks described on Schedule 4.01(n) in the jurisdictions listed on such schedule, (y) the Pledged Equity Securities of the Pledged Persons pledged pursuant to the Pledge Agreements and (z) the Pledged Intercompany Notes pledged pursuant to the Security Agreements and (E) on the terms of and subject to clauses (C) and (D) above, 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 Collateral. If an Event of Default occurs and is continuing, the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, may take additional steps to perfect (and to require the Borrower to assist in perfecting) Liens on the Collateral.

(d) German, Polish 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, Poland or The Netherlands (the “Parallel Security”), the parties hereto agree that notwithstanding any contrary provision in any of the Credit Documents:

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(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 Secured Party;

(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 Secured Obligations to a Secured Party, for which such Secured Party shall have an independent right, subject to the terms and conditions of this Agreement, to demand payment when due;

(iv) notwithstanding Sections 2.14(d)(ii) and 2.14(d)(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 Secured Obligations owing to the relevant Secured Party and payment by the Borrower of its Secured Obligations to the relevant Secured Party 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 Secured Party not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Party, to the extent required under this Credit Agreement.

(e) Release of Collateral. Upon termination of the Revolving Loan Commitments, the Term Loan Commitments, the other Facilities, the Guarantees in respect thereof and all other Credit Documents and the payment in full of the Secured Obligations (other than any Unaccrued Indemnity Claims), as long as no Event of Default has occurred and is continuing and such Secured Obligations have not been accelerated, the Liens granted to or held by the Administrative Agent upon any 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 2.11(b), (d) any Lender shall demand any payment under Sections 2.11(c), 2.11(d) or 2.12, (e) any Lender’s right to payment under Section 2.12 changes as a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (f) any Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires

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the consent of all Lenders, (g) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (h) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lenders, then 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 replace such Affected Lender with an Eligible Assignee identified by the Borrower (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 Section 2.15(a) through 2.15(h)), by having such 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 as a result of a Lender request for payment under Section 2.12, 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 a 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 the 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 such 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 Commitments; Adjustments to Revolving Loan Commitments.

(a) Increases of Revolving Loan Commitments.

(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 Commitments 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 requested Increased Revolving Loan Commitment), and (B) the Borrower shall be in pro forma compliance with all covenants set forth in Sections 5.02(a) and 5.02(b), and in Pro Forma Compliance with the Financial Covenants.

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(ii) The aggregate principal amount of the increases to the Revolving Loan Commitments made pursuant to this Section 2.16 (the amount of any such increase, each, an “Increased Revolving Loan Commitment”), shall not exceed $50,000,000; provided that each Increased Revolving Loan Commitment must be at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof. 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. Each such notice delivered by the Borrower shall be irrevocable.

(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 Administrative Agent to participate in the requested 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 as a Revolving Lender. 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 requested Increased Revolving Loan Commitment, nor shall the requested 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 Commitments 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 Commitments is to be increased, setting forth the new Revolving Proportionate Share of the Revolving Loan Commitments of such Lenders and setting forth the agreement of each Additional Revolving Lender to become a party to this Agreement as a Revolving Lender 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 requested Increased Revolving Loan Commitment, amendments to any Credit Documents reasonably requested by the Administrative Agent in relation to the requested Increased Revolving Loan Commitment

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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 requested 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 Issuer 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 (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, CBII and the Administrative Agent, and delivery of a Lender Addendum by each Lender;

(ii) The Notes payable to each Lender requesting a Note in accordance with Section 2.08(b), each duly executed by the Borrower;

(iii) The Guarantee Agreements in form and substance satisfactory to the Administrative Agent, duly executed by the parties thereto;

(iv) A Security Agreement in form and substance satisfactory to the Administrative Agent, duly executed by the parties thereto, together with (A) Uniform Commercial Code financing statements naming the Loan Parties party thereto, and (B) original promissory notes existing on the Effective Date from CBII to the 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 “Pledged Intercompany Notes”) and duly endorsed in blank;

(v) A Pledge Agreement in form and substance satisfactory to the Administrative Agent, duly executed by the parties thereto, 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

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(vi) The Intellectual Property Security Agreements, in form and substance satisfactory to the Administrative Agent, duly executed by the parties thereto.

(b) Borrower Organizational Documents.

(i) The certificate of formation 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 certificate of formation, the operating agreement and bylaws 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; 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 certificate of incorporation, articles of incorporation, certificate of limited partnership, articles of organization or comparable document or available organizational document of such Guarantor, Pledged Person or Pledgor, as the case may be, as in effect on the Effective Date, (B) 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 or Pledgor, as the case may be, as in effect on the Effective Date; (C) 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 Credit Documents to be executed by such Guarantor or Pledgor

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and the consummation of the transactions contemplated thereby and (D) 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 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 or Pledgor, as the case may be, authorized to execute, deliver and perform the Credit Documents to be executed by such Guarantor, Pledged Person or Pledgor, as the case may be; 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 draft unaudited Financial Statements of the Borrower Entities for the fiscal year ended December 31, 2007 (prepared on a consolidated basis), prepared 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 CBII Entities for the fiscal year ended December 31, 2007 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board (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 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;

(iv) 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, 2012, 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;

(v) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, as of the Effective Date

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before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing; and

(vi) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, 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, where applicable, Uniform Commercial Code fixture filings with respect to each of the Properties) 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 Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to have such priority;

(iii) Uniform Commercial Code searches from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to Section 3.01(e)(i) 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 Section 3.01(e)(ii);

(iv) The stock certificates, if applicable, representing (A) the Equity Interests of each of the Pledged Persons listed on Schedule III, in the percentage(s) of each such Pledged Person pledged as indicated on Schedule III, together with, as applicable, undated stock powers or other instruments of transfer duly executed by any applicable Loan Party, in blank and attached thereto (it being understood that CBII 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 and the United States Copyright Office necessary to perfect the security interests granted in the IP, in each case to the Administrative Agent by the Security Documents,

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all appropriately completed and duly executed by any applicable CBII Entity and, where appropriate, notarized or legalized, as applicable;

(vi) A certificate of CBII 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

(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 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 and counsel (which may be in-house counsel of the CBII Entities) in Bermuda, Costa Rica, Germany, Guatemala, The Netherlands, Italy, Poland and the United Kingdom and certain States of the US, 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 US where any of the Properties is located (with respect to the enforceability and perfection of the Mortgages and any related fixture filings), in form and substance satisfactory to the Administrative Agent, each dated as of the Effective Date and delivered 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, in form and substance satisfactory to the Administrative Agent, 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) Evidence of insurance endorsements or certificates naming the Administrative Agent as lenders’ loss payee, mortgagee and additional insured, as required by Section 5.01(d);

(ii) The pay-off letter in respect of the Indebtedness under the Existing Credit Agreement, executed and delivered by the parties thereto, and evidence that all existing Liens on any assets of the CBII Entities other than Permitted Liens have been or concurrently with the Effective Date are being released;

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(iii) A hierarchy report for the CBII Entities, setting forth the relationship among such Persons, certified by the Secretary or an Assistant Secretary of CBII confirming the capital structure and ownership structure of the CBII Entities as previously disclosed to the Administrative Agent with any changes thereto satisfactory to the Administrative Agent;

(iv) A certificate of the President, Chief Financial Officer, Chief Accounting Officer or Treasurer of CBII, addressed to the Administrative Agent and dated the Effective Date, certifying that each of the Significant Subsidiaries is and, after the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby, will be Solvent;

(v) The Lead Arranger 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;

(vi) All Governmental Authorizations necessary in connection with the Transaction and the Facilities (except for (A) the filing of the UCC financing statements to be filed on the Effective Date, (B) the filing of the Intellectual Property Security Agreements to be filed in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights on the Effective Date or (C) as otherwise permitted under the Post Effective Date Requirements Letter Agreement) 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;

(vii) 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 Lead Arranger or the Lenders that is inconsistent with the Pre-Commitment Information and could reasonably be expected to have a Material Adverse Effect;

(viii) All fees and expenses payable to the Administrative Agent and the Lenders on or prior to the Effective Date (including all fees payable to Rabobank pursuant to the Fee Letter) shall have been paid;

(ix) Payment of all fees and expenses of counsel to the Administrative Agent through the Effective Date to the extent the Borrower or CBII has received an invoice therefor; and

(x) Such other evidence as the Administrative Agent or any Lender may reasonably request to establish (A) the accuracy and completeness of the representations and warranties in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) both immediately before and after giving effect to the Transaction and (B) the

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compliance with the terms and conditions contained in this Agreement and the other Credit Documents.

(h) Mortgages. Mortgages duly executed by the appropriate Loan Party with respect to each of the Properties, together with:

(i) evidence that counterparts of the Mortgages have been either (A) duly recorded on or before the Effective Date or (B) 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 any Liens which are expressly permitted by this Agreement to be prior, 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”) with endorsements and in amounts 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 mechanics’ and materialmen’s Liens) and encumbrances, excepting only any Liens which are expressly permitted by this Agreement to be prior, 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 a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policies referred to in clause (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, in form and substance satisfactory to the Administrative Agent, along with (A) 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 (B) 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

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(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.

SECTION 3.02. Conditions Precedent to each Credit Event. The occurrence of each 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 Issuer 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 and in the other Credit Documents are true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all 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 respects or all material respects, as applicable, as of such date),

(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 Senior Notes (7 ¹/2%) Indenture, the Senior Notes (8 ⁷/8%) Indenture and the Convertible Notes Indenture and the Administrative Agent, on behalf of the Lenders, shall have received a certificate executed by an Officer 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, each of CBII and the

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Borrower hereby represents and warrants to the Administrative Agent and the Lenders for itself and each of the other Significant Parties as follows and each of CBII and the Borrower hereby agrees that each of such representations and warranties shall survive until full, complete and indefeasible payment and performance of the Secured Obligations and termination of the Commitments (except that representations or warranties as to information included in Schedules 4.01(n), (q), (w), (z) and (aa) 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 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 Credit 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 Credit 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 Person that is not a 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 Credit 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 other Secured Parties 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

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subject, except in each case in each of clauses (i), (ii), (iii) and (iv) above 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 Lender that is not a US Person 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 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 which have been made or obtained and are in full force and effect and except with respect to that portion of the Collateral the perfection of which is not required pursuant to the terms of this Agreement or any Security Document.

(ii) All Governmental Authorizations for the due execution, delivery, recordation, filing or performance by any Loan Party of any Credit Document to which it is or it is to be a party, or further consummation of the Transaction (except for (A) the filing of the UCC financing statements to be filed on the Effective Date, (B) the filing of the Intellectual Property Security Agreements to be filed in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights on the Effective Date or (C) as otherwise permitted under the Post Effective Date Requirements Letter Agreement), 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, except where any such failure to obtain such Governmental Authorizations or any such conflict or restriction could not 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 (A) 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 (B) 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 the Administrative Agent in writing and (2) filings or recordings contemplated in connection with this Agreement or any Security Document.

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(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. No Default has occurred and is continuing.

(g) Litigation. No action (including a derivative action), suit, proceeding or investigation is pending or, to the knowledge of any of CBII’s or 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 (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 Credit Documents or the transactions contemplated thereby.

(h) Financial Statements. The Financial Statements of the CBII Entities and the Borrower Entities (other than the draft financial statements delivered pursuant to Section 3.01(d)(i)) 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, 2007, 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.

(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 other Secured Parties, a legal, valid, binding and enforceable Lien, and (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 are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, 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 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, 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 on such Pledged Intercompany Notes 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 Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by

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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 Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority).

(ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and 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 are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, 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 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 Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge 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 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 Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, 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 other Secured Parties, 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 are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) 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 attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all

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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 Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to 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 Secured Parties, superior and prior to the rights of all third Persons, subject to Permitted Liens that are expressly permitted herein to have priority.

(j) Equity Securities. All outstanding Equity Securities of the Pledged Persons have been duly authorized, validly issued and to the extent applicable, are 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.

(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.

(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 CBII’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 CBII’s or the 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 CBII’s or 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 the above, singly or cumulatively, could reasonably be expected to have a Material Adverse Effect.

(v) No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to have a Material Adverse Effect.

(m) Other Regulations. No Significant Party is subject to regulation under the Investment Company Act of 1940, 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 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, “Trademarks”) which are material to the conduct of their respective businesses as now operated, including the Principal Trademarks. The Borrower owns all material Trademarks that are trademarks. All such material Trademarks, including all Principal Trademarks, are set forth on Schedule 4.01(n) as supplemented by the Borrower annually in accordance with Section 5.01(a)(vi). The Significant Parties each conduct their respective businesses without

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infringement, misappropriation, dilution, misuse or other violation or, to the best of the knowledge of any of CBII’s or the 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 CBII’s or the 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 except where such infringement, misappropriation, dilution, misuse or other violation could not 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 Schedule 4.01(n).

(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 by appropriate proceedings and as to which adequate reserves (determined in accordance with GAAP) have been established therefor 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. 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.

(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) (as supplemented by the Borrower annually in accordance with Section 5.01(a)(vii)) sets forth each of the US Subsidiaries, the Significant Subsidiaries and the De Minimis US Subsidiaries, 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 Securities of each such Subsidiary indicated on Schedule 4.01(q) as owned by the Loan Parties are owned beneficially and of record by the Loan Parties free and

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clear of all Liens (except for the Liens of the Administrative Agent granted by the Security Documents). Other than the US Subsidiaries, the Significant Subsidiaries and the De Minimis US Subsidiaries set forth on Schedule 4.01(q) (and as supplemental as noted above), the Loan Parties do not have any US Subsidiaries, Significant Subsidiaries or De Minimis US Subsidiaries.

(r) Solvency. Each of the Significant Subsidiaries is Solvent 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 CBII’s or the 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.

(t) No Material Adverse Change. Since December 31, 2007, there has not been any Material Adverse Change.

(u) Accuracy of Information Furnished.

(i) All 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 certificate, statement or 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 neither CBII nor the Borrower has any 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.

(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 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.

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(v) Brokerage Commissions. Other than amounts payable under 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 CBII or 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 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 such insurance coverage complies 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)) accurately describes the insurance coverage maintained by the Significant Parties.

(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 no Loan Party contemplates 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 respective charter or formation documents which could reasonably be expected to have a Material Adverse Effect.

(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 (i) has violated any Environmental Laws, (ii) has any liability under any Environmental Laws, (iii) is the subject of any Environmental Damages or (iv) has received notice or other communication of an investigation or is under investigation by any Governmental Authority having authority to enforce Environmental Laws, except where such violation, liability, Environmental Damages or investigation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The use and operation by each Significant Party 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.

(z) Owned Properties. Set forth on Schedule 4.01(z) (and as supplemented annually in accordance with Section 5.01(k)) under the heading “Mortgaged Properties” thereon

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is a complete and accurate list of each parcel of real property owned by any US Subsidiary in the US which has a grossed-up book value or fair market value (as determined in good faith by the Borrower) in excess of $5,000,000 or for which the Administrative Agent has otherwise requested delivery of a Mortgage as of the Effective Date, 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 US Subsidiary 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 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 US Subsidiaries in the US 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 $5,000,000.

(aa) Leased Properties. Set forth on Schedule 4.01(aa) (and as supplemented annually in accordance with Section 5.01(k)) is a complete and accurate list of all leases of real property in the US under which any US Subsidiary is the lessor (including as sublessor) or the lessee (including as sublessee), 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.

(bb) Existing Indebtedness. Set forth on Schedule 4.01(bb) is a complete and accurate list of all Existing Indebtedness (other than Surviving Indebtedness) of the Loan Parties, showing as of the date hereof the obligor and the principal amount outstanding thereunder.

(cc) Surviving Indebtedness. Set forth on Schedule 4.01(cc) is a complete and accurate list of all Surviving Indebtedness (other than intercompany Indebtedness owed among the Borrower Entities), showing as of the date hereof the obligor and the principal amount outstanding thereunder, the maturity date thereof and the amortization schedule therefor.

(dd) Executive Order No. 13224; OFAC.

(i) No CBII Entity is any of the following (each, a “Blocked Person”):

(A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(B) a Person owned or controlled by, or, to the best of each Loan Party’s knowledge after Due Inquiry, acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(C) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any US Anti-Terrorism Law;

(D) to the best of each Loan Party’s knowledge after Due Inquiry, a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;

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(E) a Person or entity that is named as a “specially designated national” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or

(F) to the best of each Loan Party’s knowledge after Due Inquiry, a Person or entity who is affiliated with a Person or entity listed above.

(ii) No Loan Party nor any Affiliate of a Loan Party (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 or any other applicable Anti-Terrorism Law, except as otherwise permitted by applicable law or where any of the foregoing (x) occurs prior to an officer of the Borrower or CBII being aware of such activity and (y) could not be reasonably expected to have a Material Adverse Effect.

(iii) No Loan Party nor any Affiliate of a Loan Party is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, except where any of the foregoing (x) occurs prior to an officer of the Borrower or CBII being aware of such activity and (y) could not be reasonably expected to have a Material Adverse Effect.

SECTION 4.02. Reaffirmation. Each of CBII and 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 and in each other Credit Document 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) shall apply as of the date provided or the date of the most recent supplement).

ARTICLE V COVENANTS

SECTION 5.01. Affirmative Covenants. Until the termination of the Commitments and the satisfaction in full by the Loan Parties of all Secured Obligations (other than any Unaccrued Indemnity Claims), each of CBII and 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);

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(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 registered with the Public Company Accounting Oversight Board and (B) copies of the unqualified opinions of such accountants;

(iii) Commencing with the fiscal quarter ended June 30, 2008, 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 of the Borrower Entities, 90 days after the close of each fiscal year in respect of yearly Financial Statements of the CBII Entities and 120 days after the close of each fiscal year in respect of yearly Financial Statements of the Borrower Entities in accordance with clause (i) above, clause (v) below and clause (ii) above, 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; provided, however, that the only calculations to be provided in the Compliance Certificate delivered in connection with yearly Financial Statements of the CBII Entities shall be with respect to the Consolidated Adjusted Leverage Ratio;

(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 the Borrower directly or indirectly provides the 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 certified public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board and (B) copies of the unqualified opinions of such accountants; provided that such information, to the extent the Borrower directly or indirectly provides the 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, (1) a written supplement to Schedule 4.01(n) (setting forth all necessary Trademark information as set forth in Section 4.01(n) and relating to the Trademarks that are material to the conduct of the Significant Parties’ respective businesses as then operated), (2) a written supplement to Schedule 3.06 to each Security Agreement, (3) any additional disclosures under Section 4.01(n) after Due Inquiry and (4) any additional disclosures to be provided on an annual basis under the Security Documents 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;

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(vii) (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(q) (setting forth each of the US Subsidiaries, each of the Significant Subsidiaries and each of the De Minimis US Subsidiaries, 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) and (B) promptly upon the reasonable request of the Administrative Agent and in no event more often than annually, a current hierarchy report for the CBII Entities, in the form and with the substance of the hierarchy report delivered pursuant to Section 3.01(g)(iii);

(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: (1) breach or non-performance of, or any default under, a Contractual Obligation of any Significant Party, (2) any dispute, litigation, investigation, proceeding or suspension between any Significant Party and any Governmental Authority or (3) 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 Officer, Chief Financial Officer, or Treasurer of the Borrower setting forth details of such event, condition or Default and the action which CBII or 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 CBII or 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 the 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;

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(xi) Within the earlier to occur of (i) five days after the Board of Directors of the Borrower or CBII shall have publicly announced the earnings for the most recently completed fiscal year of the Borrower or CBII and (ii) 60 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 the 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 the 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 CBII’s or the 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 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 five Business Days after any of CBII’s or the 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 CBII’s or 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) (setting forth a true and complete listing of all insurance maintained by the Significant Parties);

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(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 the Administrative Agent or the Lenders), management letters delivered by CBII’s or the Borrower’s accountants in connection with any of CBII’s or the 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 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 the 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) 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 as

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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, 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 (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 are in good faith being contested or disputed by appropriate proceedings, or for which arrangements for deferred payment have been made; provided that in each such case adequate reserves (determined in accordance with GAAP) have been established therefor. CBII shall promptly pay and discharge when due, and prior to the date upon which penalties accrue thereon, all amounts owing to the US Department of Justice or other applicable US Governmental Authority in connection with the DOJ Liability (including any related judgment, order or settlement agreement), in accordance with the terms of any such judgment, order, or settlement agreement.

(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 4.01(n), subject to and in accordance with the Security Agreements and (B) all

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other trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations, including the Trademarks (other than the Principal 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. Each of CBII and the Borrower shall maintain its chief executive office and principal place of business in the US 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 all Environmental Laws), except where such noncompliance could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(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, (B) within 30 days after the acquisition of any Significant Party, and (C) within 120 days after the end of the fiscal year during which any Subsidiary otherwise becomes a Significant Party.

(ii) Newly Formed or Acquired Subsidiaries.

(A) For any US Subsidiary formed, acquired or becoming a US Subsidiary (including through the Borrower designating a De Minimis Subsidiary as a US Subsidiary) after the Effective Date, the Borrower shall at its own expense and, if not previously completed, (1) within 30 days after notice of such event is required to be provided under Section 5.01(i)(i), (I) cause such US Subsidiary to execute an instrument of joinder (a “Joinder Agreement”) substantially in the form of Exhibit P obligating such US Subsidiary under the Security Agreement and cause each Borrower Entity that owns any Equity Securities of such US Subsidiary to pledge to the Administrative Agent, for the benefit of itself and the other Secured Parties, 100% of the Equity Securities owned by it of such US Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (II) 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 Subsidiary owned by the applicable 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), (III) cause each such US Subsidiary to execute a Joinder Agreement obligating such US Subsidiary under the Subsidiary Guarantee Agreement pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (IV) in the case of Collateral of such US Subsidiary that may be perfected by the filing of a financing statement under the Uniform Commercial Code, cause each general financing statement or, as applicable, fixture filings (but no crop, timber, mineral, 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 Secured

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Parties, a valid, legal and perfected Lien, and a first priority Lien (except to the extent Permitted Liens are expressly permitted herein to 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 and (2) if requested by the Administrative Agent, within 60 days after such request, cause such US Subsidiary to deliver the documents and opinions of the types described in Section 5.01(k)(ii) with respect to all owned real property of such US Subsidiary which has a grossed up book value or fair market value (as determined in good faith by the Borrower) in excess of $5,000,000.

(B) For any Significant Non-US Subsidiary of the Borrower formed, acquired or becoming a Significant Non-US Subsidiary of the Borrower after the Effective Date, 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), to the extent required by the definitions of Pledged Persons or Subsidiary Guarantors, (1) cause each Borrower Entity that owns any Equity Securities of such Significant Non-US Subsidiary to execute an instrument of joinder obligating such Borrower Entity as a Pledgor under the Pledge Agreement and to pledge to the Administrative Agent, for the benefit of itself and the other Secured Parties, the appropriate percentage of non-voting and voting Equity Securities owned by such Pledgor of such Significant Non-US Subsidiary as provided in the definition of Pledged Persons and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (2) cause each such Significant Non-US Subsidiary to execute a Joinder Agreement obligating such Significant Non-US Subsidiary under the Subsidiary Guarantee Agreement or to otherwise Guarantee the Secured Obligations pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent and (3) in the case of Pledged Equity Securities, deliver to the Administrative Agent all stock certificates, if any, representing the Pledged Equity Securities of such Significant 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).

(j) Appraisals. The Administrative Agent may commission an appraisal of the Trademarks at any time at the expense of the Lenders; provided that such appraisal shall be at the Borrower’s expense if such appraisal: (i) is the first appraisal of the Trademarks and more than 18 months have elapsed since the Effective Date, (ii) is commissioned after the occurrence and during the continuance of an Event of Default or (iii) is commissioned after the occurrence of any Material Adverse Change.

(k) Real Property.

(i) 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), including an identification of all owned real property which has a grossed up book value or fair market value (as determined in good faith by the Borrower) in excess of $5,000,000 and all leased real property located in the US, the lease payments with respect to which exceeded $500,000 during such fiscal year, that has been disposed of by any US Subsidiary during such fiscal year, a list and description (including the street address, county or other relevant

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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 by a US Subsidiary in the US which has a grossed up book value or fair market value (as determined in good faith by the Borrower) in excess of $5,000,000 and all real property leased by a US Subsidiary in the US during such fiscal year, the lease payments with respect to which exceeded $500,000 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.

(ii) The Borrower shall, and shall cause each of the US Subsidiaries to, within 180 days after the end of each fiscal year, if requested by the Administrative Agent, grant to the Collateral Agent, for the benefit of the Secured Parties, a first priority Mortgage on the owned real property that is listed (or should be listed) on Schedule 4.01(z) and not encumbered by a Mortgage and shall deliver such other documentation and opinions, in form and substance satisfactory to the Collateral Agent, in connection with the grant of such Mortgage as the Collateral Agent shall reasonably request, including title insurance policies, financing statements, fixture filings and environmental audits, and the Borrower shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith.

(l) Compliance with Terms of Leaseholds. The Borrower shall make, and the Borrower shall cause each of the other Loan Parties to make, all payments and otherwise perform all obligations in respect of all leases of real property in the US to which any Significant Party 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 Significant Parties 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 other Significant 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 Interest. From and after the Effective Date, the Loan Parties shall maintain the Clayton County Lease in full force and effect and shall not exercise any purchase options thereunder or attempt to redeem any bonds issued in connection therewith without the prior written consent of the Administrative Agent. Upon any acquisition of the fee simple interest in the Clayton County Property by any Loan Party, such Loan Party shall, at its sole cost and expense (i) execute and deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, a modification to the Clayton County Leasehold Mortgage, (ii) obtain an endorsement to the Administrative Agent’s policy of title insurance with respect to the Clayton County Property, such endorsement to change the effective date of such coverage to the date and time of recording of such modification and to confirm the first-position security title of the Administrative Agent in and to the fee simple interest of the

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Clayton County Property, (iii) provide any and all other documentation contemplated by Section 3.01(h) as the Administrative Agent may require in its sole discretion, and (iv) upon the request of the Administrative Agent, in its sole discretion, deliver favorable opinions, addressed to the Administrative Agent and the other 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 3.01(f)(iii) and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 5.02. Negative Covenants. Until the termination of the Commitments and the satisfaction in full by the Loan Parties of all Secured Obligations (other than any Unaccrued Indemnity Claims), each of CBII and the Borrower will comply, and will cause compliance by the other Significant Parties, with the following negative covenants, unless the Required Lenders shall otherwise consent in writing:

(a) Indebtedness. The Borrower shall not, and CBII and the Borrower shall not permit the Borrower Entities to, create, incur, assume or permit to exist any Indebtedness unless (i) such Indebtedness does not violate any terms of the Senior Notes (7 ¹/2%) Indenture, the Senior Notes (8 ⁷/8%) Indenture or the Convertible Notes Indenture as each is in effect on the Effective Date and without giving any effect to any waiver or consent with respect to any incurrence of Indebtedness, (ii) no Default has occurred or is continuing or would result therefrom, and (iii) the Borrower is in Pro Forma Compliance with all Financial Covenants in accordance with Section 5.03.

(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, which shall not be subject to any Liens except for Liens in favor of the Administrative Agent and the other Secured Parties securing all or any part of the Secured Obligations as specified herein or in the relevant Security Document).

(c) Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including 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;

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(iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing;

(iv) [Intentionally Omitted];

(v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition;

(vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and

(vii) 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 Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than the date of the Permitted Asset Disposition pursuant to this clause (vii), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no Default has occurred or is continuing 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; and provided, further, that the 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 for such fiscal year.

(d) Mergers, Acquisitions and Dissolutions. 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, or dissolve itself, except for the following:

(i) the CBII Entities may merge with each other and acquire all or substantially all of the assets or equity or any identifiable business unit, division or operations of any other CBII Entity; 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, (C) in any such merger involving the Borrower, the Borrower is the surviving Person, (D) in any such merger involving CBII, CBII is the surviving Person and is in compliance with Section 5.02(g)(ii) after such merger, (E) CBII shall not merge with or into the Borrower and the Borrower shall not merge with or into CBII, (F) following such merger or acquisition, the Borrower is in compliance with Section 2.14 and (G) if any Subsidiary

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becomes a Significant Party after giving effect to such transaction, the Borrower provides the documents required by Section 5.01(i) no later than 30 days after such merger or acquisition;

(ii) any Subsidiary of the Borrower may liquidate or dissolve itself in accordance with Requirements of Law so long as, if such Subsidiary is a Loan Party, the assets of such Subsidiary are transferred to another Loan Party in connection with such dissolution; and

(iii) 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 such acquisition, the acquired Person or the assets, business unit, division or operations acquired shall be directly or indirectly owned by a Subsidiary of the 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 operations of any such Person), the acquired Person or newly formed 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 burdensome or detrimental to the Lenders, any such new pledge or Guarantee to be structured in the manner most tax advantageous for the Borrower;

(E) The acquisition has been (1) approved by the Board of Directors 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 (2) undertaken in accordance with all applicable Requirements of Law; and

(F) If requested by Administrative Agent and to the extent available to CBII or 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 Section 5.02(d)(iii), 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

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demonstrating Pro Forma Compliance with the Financial Covenants after giving effect to the Permitted Acquisition.

(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 which category the Investment qualifies for without such Investment counting against other categories):

(i) Investments in connection with mergers and Permitted Acquisitions permitted under 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 set forth in Section 5.02(c);

(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 and listed in Schedule 5.02(e); provided that the Borrower shall not be required to include immaterial Investments on Schedule 5.02(e);

(vi) Investments in connection with Hedging Obligations that are permitted under Section 5.02(l);

(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

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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;

(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 made pursuant to this clause (xvi), as valued at the time each such Investment is made (minus, if such Investment is a loan, any repayments thereof), not to exceed 10% of the total consolidated assets of the CBII Entities, so long as such Investments are in a Food-Related Business;

(xvii) Investments in the joint ventures more specifically described on Schedule 5.02(e)(xvii) in an aggregate amount for such Investments, as valued at the time each such Investment is made (minus, if such Investment is a loan, any repayments thereof), not to exceed the amount for each joint venture set forth on such Schedule;

(xviii) Investments by the Borrower and its Subsidiaries in their wholly-owned Subsidiaries, so long as such Investments are (A) in the ordinary course of business and (B) consistent with past practices; and

(xix) Investments (other than Investments specified in clauses (i) through (xvii) above) in an aggregate amount for all such Investments, as valued at the time each such Investment is made (minus, if such Investment is a loan, any repayments thereof), 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) any Borrower Entity may make Distributions (or set apart sums for such purposes) on its Equity Securities to any other Borrower Entity that is a Loan Party (other than the Parent);

(ii) the Borrower may make Distributions to CBII (A) in any event for the cash costs in respect of CBII Overhead Expenses (including for Distributions not matching

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up to expenses, such as for deferred compensation plans) in amounts not exceeding such cash costs, (B) to fund liabilities of CBII disclosed on Schedule 5.02(f)(ii) existing as of the Effective Date, (C) in respect of the DOJ Liability in an aggregate amount not to exceed $5,000,000 in any fiscal year plus interest thereon and (D) provided that (1) no Event of Default has occurred and is then continuing or would result from such Distribution and (2) the Borrower is in Pro Forma Compliance with all Financial Covenants, both before and after giving effect to such Distribution, for any other purpose (including dividends, interest payments, and Stock and Warrant Repurchases);

(iii) any Borrower Entity that is not a Loan Party may make Distributions (or set apart sums for such purposes) on its Equity Securities to any other Borrower Entity that is a not a Loan Party; and

(iv) 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 assets (other than those it currently owns 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, have and maintain various Pension Plans for it, its Subsidiaries and their employees and own office equipment, (B) CBII may own stock in the Borrower and Equity Securities in other Persons in which it owns Equity Securities on the Effective Date (provided that CBII does not materially increase the funding or activities of those Persons other than the Borrower Entities) 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 CBII Entity, (D) maintain separate and complete books and records in accordance with GAAP and otherwise to properly reflect its business and financial affairs and (E) maintain full and complete records of all transactions with any CBII 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 or (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.

(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 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 CBII Entity or Affiliate of such CBII Entity on or before the payment of such taxes.

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(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 CBII Entity to any non-CBII 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 AG 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 agreement 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 and (C) those with respect to the assets of Permitted Joint Ventures, GWF and its Subsidiaries, Exportadora Chile, Servicios Chile, Atlanta AG 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 the due date, unless matters relating thereto are being contested in good faith by appropriate proceedings.

(p) Anti-Terrorism Laws; OFAC.

(i) Anti-Terrorism Laws. Neither CBII nor the Borrower will permit any of the CBII Entities to violate any Anti-Terrorism Law or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, except for any such violation that (x) occurs prior to an officer of the Borrower or CBII being aware of such activity and (y) could not be reasonably expected to have a Material Adverse Effect.

(ii) Neither CBII nor the Borrower will 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 (A) to fund any operations of, to finance any investments or activities in, or to make any payments to, any Person named on any list maintained by OFAC or (B) to fund any operations in, to finance any investments or activities in, or to make any payments to, an agency of the 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. Neither CBII nor the Borrower will permit any funds used to repay any of the Obligations to be derived from, or be the proceeds of, any activity that violates any Anti-Terrorism Laws.

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SECTION 5.03. Financial Covenants. Until the termination of the Commitments and the satisfaction in full by the Loan Parties of all Secured 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 to be greater than 3.50 to 1.00 at the end of the fiscal quarter ended on June 30, 2008, or at the end of any fiscal quarter ended thereafter.

(b) Fixed Charge Coverage Ratio The Borrower shall not permit the Fixed Charge Coverage Ratio to be less than 1.15 to 1.0 at the end of the fiscal quarter ended on June 30, 2008, or at the end of any fiscal quarter ended thereafter.

(c) 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(c) 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.

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”:

(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)(ii)) 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)(ii)) 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 to the Borrower from the Administrative Agent or the Required Lenders; or

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(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 (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be false, incorrect, incomplete or misleading in any 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 Secured 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 reimbursement obligations with respect to 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 Secured 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, (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 Secured 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 Secured 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 Contract in an aggregate notional amount, if any, exceeding $30,000,000 shall have become due, liquidated, or otherwise payable and the Lender Rate Contract 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

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(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

(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 are expressly permitted herein to have priority) in the Collateral; 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 Issuer to make L/C Credit Extensions and the obligations of the Lenders to make Loans;

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(b) require that the Borrower Cash Collateralize the Obligations in respect of the outstanding Letters of Credit 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, (a) the Commitments, any obligation of the L/C Issuer to make L/C Credit Extensions and the obligations of the Lenders to make Loans shall automatically terminate, (b) the obligation of the Borrower to Cash Collateralize the Obligations in respect of the outstanding Letters of Credit in an amount equal to the then Effective Amount of the L/C Obligations shall automatically become effective and (c) all outstanding Obligations payable by the Borrower hereunder shall automatically become 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 any other Credit Document 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.

SECTION 6.03. Application of Proceeds of Collateral after an Event of Default. Upon the occurrence and during the continuation of an Event of Default, any amounts that may be on deposit in any lockbox, restricted or other accounts and any replacement or successor accounts relating thereto and the Proceeds and avails of the Collateral at any time received by the Administrative Agent or the Collateral Agent shall, when received by the Administrative Agent or the Collateral Agent in cash or its equivalent, be applied to the Secured Obligations as follows:

first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Administrative Agent and the Collateral Agent (solely in their respective capacities as the Administrative Agent and the Collateral Agent) under or in respect of this Agreement and the other Credit Documents in respect of the Secured Obligations on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent and the Collateral Agent on such date;

second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the L/C Issuer and the Swing Line Lender (solely in their respective capacities as such) under or in respect of this Agreement and the other Credit Documents in respect of the Secured Obligations on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the L/C Issuer and the Swing Line Lender on such date;

third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Secured Parties under Sections 8.03 and 8.04 of this Agreement, Section 12.01 of the Security Agreement executed as of the Effective Date and any similar section of any of the other Credit Documents in respect of the Secured Obligations and to the payment of all of the indemnification payments, costs, and expenses that are due and payable to

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the Secured Parties under any Lender Rate Contracts on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Secured Parties on such date;

fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Secured Parties under Sections 2.11, 2.12 and 2.13 of this Agreement on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the other Secured Parties on such date;

fifth, to the payment of all of the interest and fees that are due and payable to the Secured Parties on such date, ratably based upon the respective aggregate amounts of all such interest and fees owing to the Secured Parties on such date;

sixth, to the payment of the principal amount of all of the outstanding Loans (including the principal amount of any L/C Borrowings) that is due and payable to the Administrative Agent and the other Secured Parties in respect of the Secured Obligations, to the payment of the Termination Value of any Lender Rate Contracts on such date and to Cash Collateralize the Obligations in respect of the outstanding Letters of Credit in an amount equal to the then Effective Amount of the L/C Obligations, ratably based upon the respective aggregate amounts of all such principal and other amounts owing to the Administrative Agent and the other Secured Parties on such date; and

seventh, to the payment of all other Secured Obligations owed to the Secured Parties under or in respect of the Credit Documents in respect of the Secured Obligations that are due and payable to the Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Secured Parties on such date.

The Loan Parties shall remain liable to the Administrative Agent and the Collateral Agent and the Secured Parties for any deficiency.

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. Any reference to the Lead Arranger, the Co-Documentation Agents, the Co-Managing Agents or the Syndication Agent in any of the Credit Documents shall be solely for titular purposes and Rabobank, as the Lead Arranger, Wells Fargo, as the Syndication Agent, ING Capital LLC, as a Co-Documentation Agent, Barclays Bank PLC, as a Co-Documentation Agent, Royal Bank of Canada, as a Co-Managing Agent, and The PrivateBank and Trust Company, as a Co-Managing Agent, shall not have any duties, responsibilities or obligations or any liabilities under this

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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 Lead Arranger, the Syndication Agent, the Co-Documentation Agents or the Co-Managing Agents in such respective capacities. The Administrative Agent shall not (i) have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, (ii) be a trustee for any Lender or (iii) 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, as determined by a final non-appealable judgment of a court of competent jurisdiction. 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. Each of the 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 “Collateral Agent”) with respect to all matters relating to the Security Documents and Rabobank, as administrative agent for the Lenders as of the Effective Date, hereby accepts such appointment.

(b) The 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 Issuer with respect thereto; provided, however, that the L/C Issuer 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 Issuer 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 Issuer with respect to such acts or omissions and (ii) as additionally provided herein with respect to the L/C Issuer.

(c) The Administrative Agent shall be released from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

SECTION 7.02. Reliance by the Administrative Agent. The Administrative Agent, the L/C Issuer 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

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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 (or such other requisite Lenders as may be required by Section 8.04) 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 such other requisite Lenders as may be required by Section 8.04), and such instructions of the Required Lenders (or such other requisite Lenders as may be required by Section 8.04) and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders.

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 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, as determined by a final non-appealable judgment of a court of competent jurisdiction. 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 Loans outstanding at such time and owing to such Lender and (ii) such Lender’s Revolving Proportionate Share.

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(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 Issuer, 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 Issuer 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, as determined by a final non-appealable judgment of a court of competent jurisdiction. The L/C Issuer 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 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 Secured 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 delivered to the Administrative Agent pursuant to Section 5.01(a) or 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.

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SECTION 7.06. Resignation of the Administrative Agent.

(a) 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 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, Rabobank may not be removed as Administrative Agent at the request of the Required Lenders unless Rabobank 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 Rabobank.

(b) Any resignation by the Administrative Agent pursuant to this Section 7.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

SECTION 7.07. Collateral Matters.

(a) The Administrative Agent is hereby authorized by each Secured Party, without the necessity of any notice to or further consent from any Secured Party, and without the obligation to take any such action, to take any action with respect to any Collateral or any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Security Documents.

(b) The 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 Collateral and any guarantee of the Secured Obligations (i) upon termination of the Revolving Loan Commitments and the Term Loan

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Commitments and the full Cash Collateralization in an amount equal to the then outstanding L/C Obligations and the payment in full of all Secured Obligations, including all other non-contingent Secured Obligations payable under this Agreement and under the other Credit Documents and the Lender Rate Contract Obligations (unless (i) arrangements have been made for the Lender Rate Contract Obligations under such Lender Rate Contract to be secured by a secured credit facility refinancing the Facilities or (ii) the provision of other replacement collateral equivalent in nature and value has been made (as reasonably determined by the Borrower and the applicable Lender Rate Contract counterparty) to support the Lender Rate Contract Obligations); (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 other 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 other Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of the Collateral pursuant to this Section 7.07.

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 CBII Entity 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, 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

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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 VII 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 Section 8.01(b), all notices, requests, demands, consents, instructions or other communications to or upon CBII, 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 Issuer 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 IV, if to any Lender, at the address or facsimile number specified for such Lender to the Administrative Agent (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 Administrative Agent). All such notices and communications shall be effective (i) when sent by an overnight courier service of recognized standing, on the second Business Day following the deposit with such service; (ii) when mailed, first class postage prepaid and addressed as aforesaid through the United States Postal Service, upon receipt; (iii) when delivered by hand, upon delivery; and (iv) 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 Issuer 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

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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, as determined by a final non-appealable judgment of a court of competent jurisdiction.

(b) Notices of Borrowing, Conversion and Interest Period Selection. 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.

(c) IntraLinks.

(i) 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 (excluding any Notice of Borrowing, Notice of Conversion or Notice of Interest Period Selection), 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 (A) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (B) the Platform is provided “as is” and “as available” and (C) 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 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 any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code

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defects, is made by the Administrative Agent or any of its Affiliates in connection with the Platform.

(ii) 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 (A) 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 (or e-mail addresses) 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 (B) 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 costs, fees and expenses, including reasonable travel expenses and 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 costs, 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 Secured Obligations or in preserving any of the Administrative Agent’s or the Lenders’ rights and remedies (including all such fees and expenses incurred in connection with any “workout” or restructuring affecting the Credit Documents or the Secured 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 Secured 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 Issuer, 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 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,

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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, as determined by a final non-appealable judgment of a court of competent jurisdiction or (ii) solely 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; and provided, further, that if the Borrower accepts the defense, it shall be authorized to select its own 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 (but in such situation the Borrower shall only be obligated to pay the fees and expenses of one separate counsel to the Administrative Agent and the Lenders for such matter being defended). 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. The obligations of the Borrower under this Section 8.03 shall survive the payment and performance of the Secured 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 of this Agreement providing for voting percentages or (ii) amend any of the definitions of Required Lenders, Required Revolving Lenders or Required Term Lenders must be in writing and signed or approved in writing by all Lenders affected thereby;

(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 Maturity Date for any Facility, (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

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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 must be in writing and signed by each affected Lender;

(c) Any amendment, waiver or consent which would 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;

(d) Any amendment, waiver or consent which changes the order of application of proceeds of Collateral set forth in Section 6.03 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 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 adversely affected, the Required Revolving Lenders and (ii) to the extent the Lenders under the Term Loan Facility are adversely affected, the Required Term Lenders;

(e) 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;

(f) Any amendment, waiver or consent which affects the rights or duties of the 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 each affected L/C Issuer;

(g) Any consent relating to the sale or other disposition of any Key Assets must be in writing and signed by the Lenders;

(h) Any amendment, waiver or consent which would, except as permitted pursuant to this Agreement, (i) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Secured Obligations under the applicable Guarantee Agreements except as may be required by the law of its applicable jurisdiction of organization) if such release or limitation is in respect of all or substantially all of the value of the Parent Guarantee Agreement and the Subsidiary Guarantee Agreements, or (ii) release all or substantially all of the Collateral in any transaction or series of related transactions, must be in writing and signed by the 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; and

(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.

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

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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, the L/C Issuer 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, to the extent required by Section 8.04, the requisite Lenders. Any assignment or transfer in violation of the foregoing shall be null and void.

(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 Section 8.05(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 Section 8.04(b)(iii), 8.04(b)(iv), or 8.04(g) 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.

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(c) Assignments.

(i) 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 Section 8.05(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 (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:

(A) [Intentionally Omitted];

(B) Without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and, if no Event of Default has occurred and is continuing, the Borrower (which consent 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;

(C) 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 Commitments or Loans of such Lender or such Assignee Lender would be less than $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 (B) above or clause (D) 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 $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

(D) 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.

(ii) 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 between the Lead Arranger 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 Sections 8.05(c)(i)(A) through 8.05(c)(i)(D). Each of the Borrower, each

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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.

(iii) Upon such execution, delivery, acceptance and recording of each Assignment Agreement and payment of the fee referred to in Section 8.05(e), 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 (in addition to any Commitment and Loans theretofore held by it) 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 Commitment 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 the Register to the extent, and only to the extent, necessary to reflect the addition of each Assignee Lender, the deletion of each Assignor Lender which reduced 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 or Loans 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 or Loans 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 US 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 IV 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

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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 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.

(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 CBII 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, (A) no such pledge shall release the pledging Lender from any of its obligations under the Credit Documents and (B) 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

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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 Secured 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 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 LEAD ARRANGER, THE SWING LINE LENDER, THE L/C ISSUER, 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 facsimile or other electronic transmission 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 US 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

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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 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 US; (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 Secured Obligations or any portion thereof, whether pursuant to provisions hereof or otherwise, are intended to be “true

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sales” for purposes of financial reporting in accordance with Statement of Financial Accounting Standards No. 140. Accordingly, the L/C Issuer, the Swing Line Lender and any Lender that sells or is deemed to have sold a participation in the Secured Obligations (including any participations in Letters of Credit, Swing Line Loans and/or Loans (each, a “Participation Seller”) hereby agrees that if such Participation Seller receives any payment in respect of the Secured 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).

SECTION 8.16. 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.

SECTION 8.17. Delivery of Lender Addenda. Each Initial Lender shall become a party to this Agreement on the Effective Date by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, the Borrower and the Administrative Agent.

SECTION 8.18. Lender Rate Contracts. It is understood and agreed that the rights and benefits under the Credit Documents of each Secured Party that is a party to a Lender Rate Contract but is not a Lender consist exclusively of such Secured Party’s right to share in payments and collections of the Collateral as more fully set forth herein. The Administrative Agent shall have no duty to determine the amount or the existence of any Lender Rate Contract Obligations. In connection with any such distribution of payments and collections or termination or release by the Administrative Agent of any Liens thereunder, the Administrative Agent shall be entitled to assume no amounts are due under any Lender Rate Contract unless such Secured Party has notified the Administrative Agent in writing of the amount of any such liability owed to it at least five Business Days prior to such distribution, termination or release. Additionally, the Administrative Agent may disregard any such notice from a counterparty to a Lender Rate Contract if (i) arrangements have been made for the Lender Rate Contract Obligations under such Lender Rate Contract to be secured by a secured credit facility refinancing the Facilities or (ii) the Borrower and the applicable Lender Rate Contract counterparty confirm to the Administrative Agent that other replacement collateral equivalent in nature and value has or will be provided for such Lender Rate Contract.

[The first signature page follows.]

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IN WITNESS WHEREOF, the Borrower, CBII, the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders 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:

Name:

Title:

CBII:

CHIQUITA BRANDS INTERNATIONAL, INC.,

a New Jersey corporation

By:

Name:

Title:

ADMINISTRATIVE AGENT,

L/C ISSUER, SWING LINE LENDER AND LENDERS:

COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Administrative Agent, Lead Arranger, an L/C Issuer and Swing Line Lender

By:

Name:

Title:

By:

Name:

Title:

LENDERS: See each Lender Addendum attached hereto

EX-10.2

Exhibit 10.2

CONFIDENTIAL TREATMENT

Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such Portions are marked “[*]” in this document; they have been filed separately with the Commission.

SALE AND PURCHASE AGREEMENT

of May 13, 2008

by and among

“HAMEICO” FRUIT TRADE GMBH

Breitenweg 29-33,

28195 Bremen,

Germany

(hereinafter also referred to as the “Seller”),

with the acknowledgement of

Chiquita Brands International, Inc.,

250 East Fifth Street,

Cincinnati, OH 45202,

United States of America

and

UNIVEG FRUIT & VEGETABLES B.V.

Middel Broekweg 29,

2675KB Honselersdijk,

The Netherlands

(hereinafter also referred to as the “Purchaser”),

with the acknowledgement of

De Weide Blik N.V.,

Strijbroek 10,

2860 Sint-Katelijne-Waver, Belgium

the Seller and the Purchaser hereinafter collectively referred to as the “Parties”,

and each of them as a “Party”.

Preamble

WHEREAS, the Seller is a limited liability company organized under German law with registered offices in Bremen, Germany, and registered in the commercial register of the local court (Amtsgericht) Bremen under HRB 12786;

WHEREAS, the Purchaser is a limited liability company (Besloten vennootschap) organized under the law of the Netherlands with registered offices in Honselersdijk, the Netherlands, and registered in the commercial register of the chamber of commerce of Den Haag (Kamer van Koophandel voor Den Haag) under file number 29042645 and an indirect subsidiary ofDe Weide Blik N.V., Belgium;

WHEREAS, Atlanta AG, a stock company organized under German law with registered offices in Breitenweg 29-33, 28195 Bremen, Germany, and registered in the commercial register of the local court (Amtsgericht) Bremen under HRB 12008 (hereinafter referred to as the “Company”), carries out directly and through its subsidiaries the business of ripening, pre-packing, trade and distribution of fruits and vegetables and other related services (such business hereinafter also referred to as the “Business”);

WHEREAS, the Seller has determined to sell its entire shareholding in the Company and the Purchaser wishes to acquire such shareholding in accordance with the terms and conditions set out in this sale and purchase agreement (hereinafter referred to as the “Agreement”). The date on which this Agreement is signed shall hereinafter be referred to as the “Signing Date”;

WHEREAS, the Seller intends further to sell and the Company is intended to acquire rights with regard to two buildings in accordance with the terms and conditions set out in this Agreement, one of such buildings being located in Cologne and the other in Munich;

WHEREAS, the Seller intends to transfer the remaining shareholding in Meneu Distribution S.A. to the Company prior to the Closing Date.

WHEREAS, the Company and its Business have been described in detail in a confidential offering memorandum prepared by Taylor Companies of October 2007 (hereinafter referred to as the “Offering Memorandum”), which has been made available to the Purchaser prior to the negotiation and execution of this Agreement;

WHEREAS, prior to the negotiation and execution of this Agreement, the Purchaser has further conducted a thorough due diligence investigation on (i) the business, financial and legal matters concerning the Company and its subsidiaries and (ii) the two aforementioned building rights;

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NOW, THEREFORE, the Parties hereto agree as follows:

SECTION 1

CORPORATE OWNERSHIP / STRUCTURE OF THE ACQUISITION

1.1 Particulars of the Company

Atlanta AG is a stock company (Aktiengesellschaft) organized under the laws of Germany with registered offices in Breitenweg 29-33, 28195 Bremen, Germany, and registered in the commercial register of the local court (Amtsgericht) Bremen under HRB 12008.

1.2 Share Capital of the Company

The registered share capital (Stammkapital) of the Company amounts to EUR 48,805,000.00 (forty eight million eight hundred and five thousand Euros) (hereinafter referred to as the “Registered Share Capital”) which consists of 976,000 ordinary shares (Stammaktien) with a nominal value (Nennbetrag) of EUR 50.00 (fifty Euros) and 100 registered preference shares (Namens-Vorzugsaktien) with a nominal value (Nennbetrag) of EUR 50.00 (fifty Euros) (hereinafter collectively referred to as the “Company Shares”), which are held by the Seller.

1.3 Subsidiaries of the Company

1.3.1 The Company holds shares in its directly or indirectly wholly-owned subsidiaries as listed in Annex 1.3.1 (hereinafter collectively referred to as the “wholly-owned Subsidiaries”, and each of them as a “wholly-owned Subsidiary”). The Company and the wholly-owned Subsidiaries are hereinafter referred to as the “Group Companies”. The Company Shares and the shares in the wholly-owned Subsidiaries are hereinafter collectively referred to as the “Group Companies’ Shares”. For the avoidance of doubt, irrespective of the fact that Meneu Distribucion S.A. will become a wholly-owned subsidiary of the Company prior to the Closing, for all purposes of this Agreement it shall not be considered as a “wholly-owned Subsidiary” or a “Group Company”.

1.3.2 The Company holds shares in its directly or indirectly majority-owned subsidiaries as listed in Annex 1.3.2 (hereinafter collectively referred to as the “majority-owned Subsidiaries”, and each of them as a “majority-owned Subsidiary”).

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1.4 Cash Pooling Arrangements; Intra-Group Financing

1.4.1 The Company is party to a cash pooling arrangement with Chiquita Banana Company B.V. Any balance under this cash pooling arrangement will be settled as set out in Section 1.4.2 below, and the cash pooling arrangement will be terminated, on or before the Closing Date.

1.4.2 For the purpose of settling any claims (including from loans, borrowings or claims arising from operational agreements, together referred to as “Claims”) of the Seller or any of its Affiliates (other than the Group Companies) (such entities together referred to as the “Seller Group Companies” or the “Seller’s Group”) against one or more of the Group Companies, the Seller shall acquire from the other Seller Group Companies all such Claims, set off (subject to the following sentence) the aggregate amount of the Claims of the Seller’s Group’s (including its own) against any Claims that any of the Group Companies may have against the Seller Group Companies, and transfer any remaining balance to the Purchaser pursuant to Section 2.1 (the “Shareholder Claim”). Such acquisition and transfer of Shareholder Claims will be implemented by the Seller VAT neutral for the Purchaser and the Group Companies. If prior to the Closing, the Company has not completed the sale of shares of Atabel, such set-off shall be effected so that an amount of EUR [*] remains due from the Company to the Seller and will be payable to the Seller upon completion of the sale of Atabel. In the event that the sale and transfer of Atabel generates a net amount of less than EUR [*] only such lower amount shall be due.

SECTION 2

SALE AND PURCHASE; RIGHTS TO PROFITS;

BASE PURCHASE PRICE; CONDITIONS OF PAYMENT

2.1 Sale and Purchase of the Shares; Right to Profits

2.1.1 The Seller hereby sells, and the Purchaser hereby purchases, upon the terms and conditions of this Agreement and with legal effect as of the Closing Date, 24:00 hours CET, the Company Shares.

2.1.2 The sale and purchase of the Company Shares hereunder shall include any and all rights pertaining to the Company Shares, including without limitation, the rights to receive dividends (Gewinnbezugsrechte) for any time period up to the Closing Date. The sale and purchase of the Company Shares shall further include the Shareholder Claim.

3

2.1.3 The Seller and the Purchaser agree that the Company Shares sold and purchased hereunder are not transferred by virtue of this Agreement but will be transferred (together with the Shareholder Claim) with effect in rem at the Closing by means of a separate transfer deed substantially in the form as attached hereto as Annex 2.1.3.

2.2 Sale and Purchase of Building Rights

2.2.1 The Seller shall sell and shall procure that the Company purchases, upon the terms and conditions of this Agreement and with legal and economic effect as of the Closing Date, 24:00 hours CET, (i) the usage right with regard to the building on the real estate located in Cologne pertaining to the Business as identified in Annex 2.2.1 (a) and (ii) the building on the real estate located in Munich pertaining to the Business as identified in Annex 2.2.1 (b) (such real estate interests hereinafter referred to as the “Sold Building Rights”).

2.2.2 The sale and transfer of the Sold Building Rights shall be effected on the Closing Date by virtue of a separate sale and transfer agreement to be executed between the Seller and the Company substantially in the form attached hereto as Annex 2.2.2 (such agreement hereinafter referred to as the “Building Rights Sale and Transfer Agreement”).

2.3 Base Purchase Price

2.3.1 The Base Purchase Price to be paid by the Purchaser to the Seller for the Company Shares, the Shareholder Claim and the Building Rights shall be the sum of:

(a) EUR [*],

(b) an increase equal to the amount of combined Net Cash (Debt) of the Company and Meneu Distribucion S.A. at the Measurement Date, if positive, or a decrease equal to such amount if negative,

(c) an increase equal to the amount of the Company’s Consolidated Working Capital at the Measurement Date in excess of EUR [*], or a decrease equal to the amount by Consolidated Working Capital is less than EUR [*] (Euro [*]). Consolidated Working Capital is defined in Section 2.3.3, and a sample computation is provided as part of the sample of the Closing Net Financial Position in Annex 2.3.2.

out of which an amount of EUR [*] (Euro [*]) shall constitute the purchase price for the Building Rights, the nominal amount of the Shareholder Claim shall constitute the purchase price for the Shareholder Claim (provided that if the Measurement Date

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does not coincide with the Closing Date pursuant to Section 4.1, then the Parties shall review the business of the Group Companies between the Measurement Date and the Closing Date and agree in good faith on the amount of the Shareholder Claim as of the Closing Date for the purposes of this Section 2.3.1) and the remainder shall constitute the purchase price for the Company Shares. The Parties agree that, by paying the Base Purchase Price, the Purchaser also discharges the obligation of the Company towards the Seller to pay the purchase price under the Building Rights Sale and Transfer Agreement. For avoidance of doubt, the Base Purchase Price includes consideration for the outstanding capital stock of Meneu Distribution S.A. not yet owned by the Company, but which will be transferred by the Seller from one of its affiliates in accordance with Section 4.2.

2.3.2 The Seller will determine and provide to the Purchaser as soon as practicable following fulfillment of all Closing Conditions, but not later than two (2) Business Days before the Closing Date (Section 4.1), a good faith estimate of the Base Purchase Price and a good faith estimate of the net financial position of the Group (including the Consolidated Working Capital) as of the Measurement Date according to the format attached as Annex 2.3.2 (the “Closing Net Financial Position”) under the assumption that all intercompany balances with Seller Group Companies will be considered in the Shareholder Claim as defined in Section 1.4.2.

2.3.3 “Cash” means, at any time, cash allocated at that time to an account in the name of any subsidiary of the Company with a bank and to which such member of the Company is alone beneficially entitled provided that

(a) such cash is repayable on demand; and

(b) repayment of such cash is not contingent on the prior discharge of any indebtedness of any Company’s subsidiary or of any person whatsoever or on the satisfaction of any other condition.

“Cash Equivalents” means

(a) securities with maturities less than 12 months from the date of acquisition issued or fully guaranteed or insured which is rated at least AA by Standard & Poor’s Rating Group or Aa2 by Moody’s Investors Service, Inc.;

(b) commercial paper or other debt security issued by an issuer rated at least A-1 by Standard & Poor’s Rating Group or P-1 by Moody’s Investors Service, Inc.;

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(c) certificates of deposit of any commercial bank (which has outstanding debt securities rated as referred to in lit. (b) above) and having maturities of less than 12 months; and

(d) cheques received from customers provided that these are not subject to a collection issue.

“Consolidated Working Capital” means the aggregate of inventories, short term accounts receivable – trade, other receivables, other current assets and prepaid expenses, less the aggregate of accounts payable and accrued liabilities (calculation as shown in Annex 2.3.2).

“Financial Indebtedness” means, without double counting, any indebtedness for or in respect of

• moneys borrowed;

• any amount raised by acceptance under any acceptance credit facility;

• any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

• the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with any relevant accounting principles consistently applied, be treated as a finance or capital lease;

• the amount of any liability in respect of any advance or deferred purchase agreement if one of the primary reasons for entering into such agreement is to raise finance;

• any agreement or option to re-acquire an asset if one of the primary reasons for entering into such agreement or option is to raise finance;

• any documentary credit facility;

• any interest, rate swap, currency swap, forward foreign exchange transaction, cap, floor, collar or option transaction or any other treasury transaction or any combination thereof or any other transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and the amount of the Financial Indebtedness in relation to any such transaction shall be calculated by reference to the mark-to-market valuation of such transaction at the relevant time);

• any guarantee, indemnity, bond, standby letter of credit or any other instrument issued in connection with the performance of any contract or other obligation of an unrelated third party;

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• the amount of deferred payments for long-life assets ;

• the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in the paragraphs above;

• any taxes due or not due but triggered in the period between the end of the fiscal year and the Measurement Date; provided that all transfer taxes (including real estate transfer taxes) and any other charges and costs which result from the Building Rights Sale and Transfer Agreement shall not constitute Financial Indebtedness;

• any (net) liability against related parties and former shareholders; or

• debts following the on-balance recording of factoring for the avoidance of doubt part of notes payable as per the Closing Net Financial Position included in Annex 2.3.2.

“Net Cash (Debt)” means the sum of the aggregate outstanding principal, capital amount or accrued interest of all Financial Indebtedness on a consolidated basis based on US GAAP consistently applied, and the aggregate of all Cash and Cash Equivalents on a consolidated basis based on US GAAP consistently applied. For the avoidance of doubt, in calculating the sum Cash is considered to be a positive amount and Debt is considered to be a negative amount.

2.4 Base Purchase Price and Adjustment

2.4.1 The good faith estimate of the Base Purchase Price as provided by the Seller pursuant to Section 2.3.2 shall (without further review by the Purchaser) be the amount payable by the Purchaser to the Seller at the Closing (the “Preliminary Purchase Price”), provided, however, that in no event shall the Preliminary Purchase Price be higher than EUR 58,000,000.00.

2.4.2 Within ten (10) Business Days following the Closing, Seller shall provide to the Purchaser its final draft computation of the Closing Net Financial Position as of the Measurement Date together with its final draft computation of the Base Purchase Price. Purchaser shall review such draft computation of the Base Purchase Price within ten (10) Business Days. In case the Purchaser does not contest the draft computation within such period, the Base Purchase Price as computed by Seller shall be the final Base Purchase Price. In case the Purchaser contests that the draft computation of the Base Purchase Price so provided by the Seller were not prepared in accordance with the terms and provisions hereof, the Purchaser shall within ten (10) Business Days submit to the Seller with copy to Ernst & Young or such other recognized international accounting firm as

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appointed by both Parties (the “Independent Accountant”) a written statement which incorporates a revised version of the Base Purchase Price (the “Revised Base Purchase Price”) reflecting the changes as are required in the opinion of the Purchaser to comply with the provisions of this Agreement.

2.4.2 In the event that Purchaser submits a Revised Base Purchase Price, the Parties shall use their best efforts to reach an agreement with regard to the objections made in respect of the Revised Base Purchase Price within an additional period of ten (10) Business Days after receipt of such Revised Base Purchase Price by the Seller. Failing such agreement the Independent Accountant as arbitrator shall take a decision upon the written request of either Party within ten (10) Business Days after receipt of such request. Such decision being final and binding upon both Parties (meaning that the amount determined by the Independent Accountantshall constitute the final Base Purchase Price) and also including a decision on the bearing of the costs of the Independent Accountantin accordance with the decision taken, applying mutatis mutandis, Sections 91 et seq. of the German Code of Civil Procedure (Zivilprozessordnung). Each Party shall bear its own costs incurred in connection with this procedure.

The Parties shall procure that the Independent Accountant is given access to the premises of the Company and its books and records and that employees of the Company and the Parties are available to provide support in connection with such review.

2.4.3 The Closing Net Financial Position shall be determined in accordance with past practice of the Company and calculated in accordance with Annex 2.3.2.

2.4.4 After the Closing, in addition to the Base Purchase Price the Purchaser is obliged to pay additional consideration for the Company Shares (the “Additional Purchase Price”) based upon the occurrence of certain triggering events and in amounts as determined according to Annex 2.4.4.

2.5 Due Date; Interest

2.5.1 The Preliminary Purchase Price shall become due and payable at the Closing. Out of the Preliminary Purchase Price, an amount of EUR 5,500,000 (Euro five million five hundred thousand) shall be paid to the account of the Escrow Agent and the remainder shall be paid to the account of the Seller according to Section 2.6 .

2.5.2 Any difference between the Preliminary Purchase Price and the final Base Purchase Price is due and payable five (5) Business Days after the Base Purchase Price has become final either because the period in Section 2.4.2 has elapsed and the Purchaser has not contested the draft Base Purchase Price or pursuant to a final and binding decision of the Independent Accountant.

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2.5.3 The Additional Purchase Price, if any, shall become due and payable five (5) Business Days after a triggering event to the account of the Seller according to Section 2.6.

2.5.4 Any failure by either Party to make any payment under this Agreement when it is due shall result in such Party’s immediate default (Verzug), without any notice or reminder by the respective Party being required, and the respective amount shall bear interest at a rate which is the higher of (i) [*] % p.a. or (ii) [*] basis points above the rate at which euro interbank term deposits are offered by one prime bank to another prime bank for three-month periods as published at 11.00 a.m. CET on the Reuters pages 248 – 249.

2.5.5 All interest shall be calculated on the basis of actual days elapsed and a calendar year with 365 days.

2.6 Payments under this Agreement

2.6.1 Unless otherwise agreed, any payments under this Agreement to be made to the Seller (together with any interest thereupon) shall be paid in Euro by way of bank transfer in immediately available funds (mit gleichtägiger Gutschrift) free of any costs and fees into the Seller’s account no. […] at […] Bank (Sort Code (Bankleitzahl) […], SWIFT […], IBAN […]) or any other account to be nominated by the Seller to the Purchaser in writing.

2.6.2 Unless otherwise agreed, any payments under this Agreement to be made to the Purchaser (together with any interest thereupon) shall be paid in Euro by way of bank transfer in immediately available funds (mit gleichtägiger Gutschrift) free of any costs and fees into the Purchaser’s account no. […] at […] Bank (Sort Code (Bankleitzahl) […], SWIFT […], IBAN […]) or any other account to be nominated by the Purchaser to the Seller in writing.

2.6.3 Unless otherwise agreed, any payments under this Agreement to be made to the Escrow Agent (together with any interest thereupon) shall be paid in Euro by way of bank transfer in immediately available funds (mit gleichtägiger Gutschrift) free of any costs and fees into the Escrow Agent’s account no. […] at […] Bank (Sort Code (Bankleitzahl) […], SWIFT […], IBAN […]) or any other account to be nominated by the Escrow Agent in writing.

2.7 No Right to Set-off

Any right of the Parties to set-off and/or to withhold any payments due under this Agreement is hereby expressly waived and excluded except for claims which are undisputed or res iudicatae.

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2.8 Parent Guarantees

2.8.1 At the Signing Date, the Purchaser handed over to the Seller a parent guarantee with regard to Purchaser’s obligations under this Agreement up to a maximum amount of EUR [*] ([*] Euro) (the “Purchaser Parent Guarantee”). A copy of the Purchaser Parent Guarantee is attached to this Agreement as Annex 2.8.1.

2.8.2 At the Closing, Seller shall hand to Purchaser a parent guarantee with regard to Seller’s potential liabilities pursuant to Sections 5 to 9 of this Agreement in an amount of EUR [*] ([*] Euro) (the “Seller Parent Guarantee”). A copy of the Seller Parent Guarantee is attached to this Agreement as Annex 2.8.2.

2.9 Escrow Account

2.9.1 As escrow agent shall serve a Bremen based notary public as selected by the Seller (“Notary Public”, also referred to as the “Escrow Agent”).

2.9.2 The Notary Public is hereby irrevocably instructed by the Parties to release any amount from the Escrow Account (the amount held at any time in the Escrow Account pursuant to these rules to be referred to as the “Escrow Amount”) during 18 months after the Closing

(a) to the Purchaser if the Seller informs the Notary Public in written form to release the whole or portions of the Escrow Amount to the Purchaser, or

(ii) to the Seller if the Purchaser informs the Notary Public in written form to release the whole or portions of the Escrow Amount to the Seller, or

(iii) to the Purchaser if the Purchaser provides the original of a final and non-contestable judgement by the Courts in Bremen confirming that a warranty or indemnity claim under this Agreement has resulted in a payment obligation by the Seller, evidencing the amount of the payment obligation.

2.9.3 The Notary Public is hereby irrevocably instructed by the Parties to release any remaining Escrow Amount (i.e. remaining after any releases pursuant to Section 2.9.2) on the date of the expiry of an18 months period after the Closing to the Seller if and to the extent he has not received prior to this date a written notification by the Purchaser that a warranty or indemnification claim under this Agreement has been filed (rechtshängig gemacht) with the Courts in Bremen. In such case the relevant amount as set out below will be kept in the Escrow Account until

(a) the Purchaser informs the Notary Public in written form to release the whole or portions of the (remaining) Escrow Amount to the Seller, or

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(b) the Seller informs the Notary Public in written form to release the whole or portions of the (remaining) amount to the Purchaser, or

(c) any Party provides a final and non-contestable judgement in its favour with regard to such warranty or indemnification claim (or, in the case of Seller, evidence that Purchaser has withdrawn such warranty or indemnification claim) in which case the respective amount will be released to the respective Party.

The sum to remain in the Escrow Account shall amount to either (i) the amount of the filed claim as evidenced by the relevant filed documents or (ii) the amount mutually agreed between the Parties.

2.9.4 The relevant account for any payment to be made pursuant to this Section 2.9 shall be the accounts listed in Section 2.6.

2.9.5 The Parties hereby irrevocably instruct the Notary Public to invest the amount in the Escrow Account as further instructed in writing by the Seller. Any interest, dividend, realisation of profit or other return on the amount in the Escrow Account shall be for the benefit of the Seller and shall be paid out to the Seller without undue delay after being credited to the Escrow Account.

2.9.6 The fees of the Escrow Agent shall be shared in two equal portions between the Seller and the Purchaser.

SECTION 3

FINANCIAL STATEMENTS

3.1 Accounts

The Seller has delivered to the Purchaser, in each case with regard to the financial years 2006 and 2007, (i) individual financial statements of certain of the Group Companies prepared for statutory reporting purposes and (ii) a consolidated balance sheet and income statement of the Seller prepared for consolidation purposes of Chiquita Brands International, Inc. (the “HFT Consolidated Accounts”), set forth in Annex 3.1 (together the “Accounts”). The Accounts have been prepared in accordance with the requirements of relevant laws and relevant generally accepted accounting principles in force as of the relevant dates and in accordance with past practice of the Group Companies and the majority-owned Subsidiaries.

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3.2 Consistency

The HFT Consolidated Accounts as of 31 December 2007 (i) have been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements of Chiquita Brands International, Inc. and, except as explained in Annex 3.2, are fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole, and (ii) Ernst & Young as auditor of Chiquita Brands International, Inc. has provided a confirmative statement to sub-sentence (i).

SECTION 4

CLOSING; CLOSING CONDITION

4.1 Closing Date; Closing

4.1.1 Unless otherwise agreed by the Parties, the “Closing Date” shall be 24:00 hours CET on either (a) not later than the third (3) Business Day after the day on which the Closing Conditions have been satisfied or (b), if the date pursuant to (a) would be after the 5^th Business Day of a calendar month, on the last day of such calendar month. Unless otherwise agreed, the Parties shall effect the consummation of the transactions contemplated by this Agreement (herein referred to as the “Closing”) on either the Closing Date (in the case of (a) above) or on the last Business Day of the relevant month (in the case of (b) above), in each case with legal effect as of the Closing Date. The Closing shall take place at the place as agreed upon by the Parties.

4.1.2 “Measurement Date” shall be

(a) in the case of Section 4.1.1(a) above the last day of the calendar month preceding the Closing Date; or

(b) in the case of Section 4.1.1(b) above the Closing Date.

4.2 Closing Conditions

4.2.1 The obligations of the Seller and the Purchaser to carry out the Closing shall be subject to the satisfaction of the following conditions to Closing (heretofore and hereinafter collectively referred to as the “Closing Conditions”):

(a) the European Commission (the Commission) indicating, in terms reasonably satisfactory to the Purchaser, that:

(i) a derogation has been granted pursuant to Article 7(3) of Council Regulation (EC) No. 139/2004 (the Regulation) from the obligation in Article 7(1) of the Regulation not to complete the Transaction before clearance has been obtained under the Regulation;

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(ii) the arrangement notified does not fall within the scope of the Regulation pursuant to Article 6(1)(a) of the Regulation; or

(iii) the concentration (or that part of the concentration which has not been referred to national authorities pursuant to Article 4(4) or Article 9 of the Regulation) is compatible with the common market pursuant to Article(s) 6(1)(b), 8(1) or 8(2) of the Regulation whether unconditionally or subject to such conditions, obligations, undertakings or modifications as the decision may identify or being deemed to have so indicated under Article 10(6) of the Regulation; and

(b) if, prior to sub-clause (a) being satisfied, the Commission makes a referral in whole or in part under Article 4(4) or Article 9 of the Regulation to a competent authority of one or more Member States whose laws prohibit the parties from completing the Transaction before clearance is obtained under national merger control, such clearance being obtained whether unconditionally or subject to such conditions, obligations, undertakings or modifications as the decision may identify in terms reasonably satisfactory to the Purchaser.

4.2.2 No material adverse change has occurred between the Signing Date and the Closing Date or is, upon application of reasonable best judgment, very likely (überwiegend wahrscheinlich) to occur, and has not been remedied by Seller, provided that Seller shall in any event have at least 10 Business Days from becoming aware of the relevant event to procure remediation before Purchaser is entitled to invoke this Section 4.2.2). Material shall mean [*] (“Material Adverse Change”).

4.2.3 [*]

4.2.4 No fine has been imposed against any of the Group Companies with regard to any pending antitrust investigation which can result in penalties of more than EUR [*] for the Group Companies, provided that Seller shall be entitled to remedy any such event (including by an undertaking to indemnify Purchaser from any risks associated therewith, supported by a guarantee (Bürgschaft) from Chiquita Brands, L.L.C.) and shall in any event have at least 10 Business Days from becoming aware of the relevant event to procure remediation before Purchaser is entitled to invoke this Section 4.2.4).

4.2.5 Certain Seller’s Group Companies and Group Companies have signed the banana ripening and distribution agreement (“Banana Ripening and Distribution Agreement”) as attached hereto as Annex 4.2.5.

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4.2.6 Chiquita Banana Company B.V. has transferred its remaining shareholding in Meneu Distribution S.A. to one of the Group Companies or to an entity of the Purchaser’s Group at a price and under conditions approved by the Purchaser.

4.3 Obligations with Respect to the Closing Condition

4.3.1 The Purchaser undertakes to use its best endeavours to ensure that the Closing Condition in clause 4.2.1 is fulfilled as soon as is reasonably practicable. In particular (and without prejudice to the generality of the foregoing), the Purchaser shall

(a) procure the filing of Form CO in a form reasonably acceptable to the Seller with the Commission as soon as practicable after the date of this Agreement and

(b) not enter into (and will procure that no member of the Purchaser’s Group enters into) any other agreement or arrangement where the effect of any such agreement or arrangement is likely to affect, delay, impede or in any respect prejudice the fulfillment of the conditions precedent in clause 4.2.1.

4.3.2 The Seller shall, and shall procure that its advisers shall, co-operate with the Purchaser in providing to the Purchaser such assistance as is reasonably necessary and it is reasonably able to provide, and to provide to the Commission such information as may reasonably be necessary and it is reasonably able to provide to ensure that

(a) the Transaction (consisting of (i) this Agreement and (ii) the Banana Ripening and Distribution Agreement) (the Transaction) is validly and promptly notified to the Commission under the Regulation and Commission Regulation (EC) No. 802/2004; and

(b) any request for information from the Commission is fulfilled promptly and in any event in accordance with any relevant time limit, and that, where practicable, it provides copies of any proposed communication with the Commission in relation to the Transaction to the Purchaser and that (acting reasonably) it takes due consideration of any reasonable comments that the Purchaser may have in relation to such proposed communication, provided that the Seller shall not be required to provide the Purchaser with any confidential information or business secrets relating to the Group.

4.3.3 The Seller undertakes to use its best endeavours to ensure that the Closing Condition in Section 4.2.5 is fulfilled as soon as reasonably practicable.

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4.3.4 The Purchaser shall

(a) promptly notify the Seller of any communication (whether written or oral) from the Commission or any other governmental department or regulatory authority (each a Regulatory Authority);

(b) give the Seller reasonable notice of all meetings and telephone calls with any Regulatory Authority and give the Seller reasonable opportunity to participate thereat (save to the extent that a Regulatory Authority expressly requests that the Seller should not be present at the meeting or part or parts of the meeting); and

(c) provide the Seller with drafts of all written communications intended to be sent to any Regulatory Authority, give the Seller a reasonable opportunity to comment thereon, not send such communications without the prior approval of the Seller (such approval not to be unreasonably withheld) and provide the Seller with final copies of all such communications (save that in relation to all disclosure under this sub-clause, business secrets and other confidential material may be redacted so long as the Purchaser acts reasonably in identifying such material for redaction).

4.4 Consequences of Non-Satisfaction of the Closing Condition

4.4.1 If the Closing has not occurred, at the latest, on 1 November 2008, each of the Parties may terminate this Agreement by giving a notice to the other Parties. If this Agreement is terminated in accordance with this Section, this Agreement shall cease to have force and effect and shall not create any binding obligation between the Parties except that Sections 13 (Confidentiality), 15 (Taxes and Costs), 16 (Notices) and 17 (Miscellaneous) shall remain in force and effect. In all other circumstances, the Purchaser shall not be entitled to terminate (or rescind) this Agreement (whether before or after Closing); this shall not exclude any liability for (or remedy in respect of) fraudulent misrepresentation.

4.4.2 If all Closing Conditions have been fulfilled and the Purchaser or the Seller rejects to execute the Closing due to reasons attributable to (zu vertreten durch) the Purchaser or the Seller, respectively, the Party which has caused the reason for the non-closing of the Agreement shall pay an amount of EUR 7,000,000.00 (seven million Euros) as liquidated damages to the other Party (which shall be the final and conclusive damage of the Seller or the Purchaser as the case may be).

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4.5 Actions at the Closing

At the Closing, the Parties shall simultaneously (Zug um Zug) take the following actions:

4.5.1 The Seller shall deliver to the Purchaser duly executed resignation letters, effective at or prior to the Closing Date, of those of the managing directors and members of the supervisory boards of the Group Companies’ as listed in Annex 4.5.1.

4.5.2 The Seller shall deliver to the Purchaser any required waivers under any relevant credit agreements of the Company and/or any Seller Group Company confirming the release of any encumbrances over the Group Companies’ Shares.

4.5.3 The Seller shall deliver to the Purchaser written confirmation that no Material Adverse Change has taken place.

4.5.4 [*]

4.5.5 The Seller shall deliver to the Purchaser the countersigned Banana Ripening and Distribution Agreement as attached hereto as Annex 4.2.5 between certain Group Companies on the one hand and certain Seller Group Companies on the other hand.

4.5.6 The Seller shall deliver to the Purchaser written confirmation that no fine has been imposed against any of the Group Companies with regard to any pending or threatened antitrust investigation which can result in penalties of more than EUR [*] for the Group Companies.

4.5.7 The Seller shall deliver to the Purchaser a certified copy of the validly executed share purchase and transfer agreement as set out in Section 4.2.6.

4.5.8 The Seller shall deliver to the Purchaser the executed Seller Parent Guarantee.

4.5.9 The Purchaser shall pay the Preliminary Purchase Price as set out in Section 2.5.1.

4.5.10  The Seller shall transfer the Company Shares and the Shareholder Claim to the Purchaser by way of a separate transfer deed as set out in Section 2.1.3.

4.5.11  The Seller shall sell and transfer the Sold Building Rights to the Company by way of a separate transfer deed as set out in Section 2.2.2.

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SECTION 5

SELLER’S GUARANTEES

5.1 Form and Scope of Seller’s Guarantees

The Seller hereby guarantees to the Purchaser by way of an independent promise of guarantee pursuant to Section 311 para. 1 of the German Civil Code (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope and subject to the requirements and limitations provided in Section 6 hereof or otherwise in this Agreement that the statements set forth in this Section 5 are complete and correct as of the Signing Date and the Closing Date, except that those guarantees which are explicitly made as of a specific date shall be true and correct only as of such date. The Seller and the Purchaser agree and explicitly confirm that the guarantees in this Section 5 are not granted, and shall not be qualified and construed as, quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sections 443, 444 of the German Civil Code, respectively, that Section 444 of the German Civil Code shall not and does not apply to the guarantees contained in this Section 5.

5.2 Seller’s Guarantees

5.2.1 Corporate Issues and Authority of the Seller

(1) The statements in Section 1.1, 1.2 and 1.3 of this Agreement regarding the Company and its (wholly-owned and majority-owned) Subsidiaries are complete and correct. The Group Companies have been duly established and are validly existing under the laws of their respective jurisdiction. Annex 5.2.1 (1) contains a true and correct list of the articles of association (or equivalent documents) of the Group Companies that are in force at the Signing Date.

(2) The Group Companies’ Shares have been validly issued, are fully paid in, either in cash or in kind, have not been repaid and will be at the Closing Date free from any encumbrances or other rights of third parties, and there are no pre-emptive rights, options, change of control clauses, voting arrangements or other rights of third parties to acquire any of the Group Companies’ Shares, in each case except under statutory law, under the articles of association (or equivalent documents) listed in Annex 5.2.1 (1) or under this Agreement. Correspondingly, the sale and transfer will not trigger any obligations by the Group Companies to acquire outstanding shares of majority-owned Subsidiaries.

(3) At the Closing Date, the Seller is entitled to freely dispose of the Company Shares without such a disposal infringing any rights of a third party.

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(4) No insolvency proceedings have been applied for the Group Companies and none of the Group Companies is in a financial condition that a commencement of insolvency proceedings is required under the respective laws.

5.2.2 Financial Statements

(1) The Accounts have been prepared in accordance with the requirements of relevant laws and relevant generally accepted accounting principles as set forth in Section 3.1 in force as of the relevant dates and in accordance with past practice of the Group Companies. The audited financial statements of the certain Group Companies referred to in Section 3.1 represent a true and fair view (ein den tatsächlichen Verhältnissen entsprechendes Bild) of the assets and liabilities (Vermögenslage), financial condition (Finanzlage) and results of operation (Ertragslage) of these companies as of 31 December 2006 respectively 31 December 2007.

(2) Since 1 January 2008 the Group Companies conduct their business operations in the ordinary course of business and in substantially the same manner as before subject to any specific events referred to in this Agreement.

5.2.3 Real Property

(1) The real properties owned by the Group Companies are listed in Annex 5.2.3 (1).

(2) Annex 5.2.3 (2) contains a complete list of real property leased or rented by the Group Companies, whether as lessee or as lessor, with the respective lessee’s payment obligations under the lease agreements exceeding a value of EUR 100,000.00 p.a.

(3) Any other real property used by the Group Companies but not listed in Annex 5.2.3 (1) or Annex 5.2.3 (2) is not material for the operation of the Business.

5.2.4 Other Assets

(1) The assets owned or lawfully used by the Group Companies are sufficient and in a reasonably usable condition in order to continue the Business substantially in the same manner as conducted at the Signing Date, the Company has conducted all maintenance according to the past practice. The Group Companies will have either good title to, or lawful right to

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use, all assets set out in the Accounts, save for those, which will have been disposed of in the ordinary course of business after 31 December 2007, and those, which are the subject of finance leasing arrangements.

(2) No assets of the Group Companies are pledged or encumbered with any third party rights at the Closing Date which serve as security for loans granted to the Seller or any related company of the Seller.

5.2.5 Intellectual Property Rights

(1) Annex 5.2.5 (1) contains a list of patents, trademarks and other registered intellectual property rights owned by the Company and its Subsidiaries (hereinafter referred to as the “Intellectual Property Rights”).

(2) Except as set out in Annex 5.2.5 (1), the Intellectual Property Rights are not subject to any pending (rechtshängig) proceedings for opposition, cancellation, revocation or rectification which may negatively affect the operation of the Business and, to Seller’s Knowledge, not being materially infringed by third parties. All fees necessary to maintain the Intellectual Property Rights have been paid, all necessary renewal applications have been filed and all other material steps necessary for their maintenance have been taken. To the Seller’s Knowledge, the Group Companies do not materially infringe any intellectual property rights of third parties.

5.2.6 Compliance with Laws and Permits

(1) The Group Companies have conducted the Business in material compliance with all applicable laws with which non-compliance would have a material adverse effect.

(2) None of the Group Companies has received any written notice during the past twelve months from any governmental authority or regulatory body with respect to a violation and/or failure to comply with any laws or regulations or requiring it to take or omit any action, which has had a material effect.

(3) The Group Companies hold all permits and licenses which are required, if any, under applicable public laws (öffentliches Recht) in order to conduct the Business as presently conducted and which are material for the Business. To the Seller’s Knowledge, there are, until the Closing Date, no implications or threats of any revocation or restriction or subsequent orders relating to any such permits or licenses after the Closing Date, which would affect materially the

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Business as a whole. Each Group Company conducts its part of the Business in compliance with all material provisions of such permits and licenses with which the non-compliance would have a material adverse effect with respect to the Business as a whole.

5.2.7 Material Agreements

Annex 5.2.7 contains a complete list of material agreements as described below to which a Group Company is a party and of which the main obligations have not yet been completely fulfilled (hereinafter referred to as the “Material Agreements”):

(1) agreements relating to the acquisition or sale of interests in other companies or businesses;

(2) rental and lease agreements relating to real estate which, individually, provide for annual payments of EUR 100,000.00 or more and which cannot be terminated by the Group Company on twelve months or less notice without penalty;

(3) loan agreements, bonds, notes or any other instruments of debt involving any third party, which is not a Group Company, which are not related to the operation of the Business (i.e. for example not including financing instruments such as letters of credit) and, individually, exceed an amount of EUR 100,000.00 or more;

(4) guarantees, indemnities, and suretyships issued for any debt of any third party (other than a Group Company) for an amount of EUR 250,000.00 or more and

(5) any continuing obligations (other than described in Sections 5.2.7 (1) through 5.2.7 (4) which cannot be terminated with effect as of or prior to 31 December 2008 and which provide for annual obligations of a Group Company in excess of EUR 500,000.00.

Each of the Material Agreements is in full force and effect, and none of the Group Companies has received a notice of termination until the Closing Date and none of the Group Companies is in breach of any of the Material Agreements, which breach has a material effect, nor will the execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated herein result in a breach of, or constitute a default under any of the Material Agreements. To the Seller’s Knowledge, no party to any of the Material Agreements intends to cancel or otherwise terminate the relevant Material Agreement.

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5.2.8 Employees

(1) Annex 5.2.8 (1) contains, as of the Signing Date, an anonymised complete, accurate and true list of all full time and part-time employees employed by any of the Group Companies including any key employee as defined under Section 5.2.8.(9) (hereinafter all together referred to as “Employees”) and indicating the salary and bonus entitlement in 2008, the notice periods (only if deviating from statutory notice periods), the length of service and any post-contractual non-compete agreements.

(2) Except as set forth in Annex 5.2.8 (2) there are no imminent changes in any Employee’s wages or other compensation, save and except for changes, commitments and agreements that may from time to time be made in the ordinary course of business or as required by applicable law or by any collective bargaining agreements.

(3) Annex 5.2.8 (3) contains, as of the Signing Date, a list of material collective bargaining agreements, company practices providing for material financial benefits and material agreements with unions, workers’ councils and similar organizations and of all employee benefit plans (hereinafter referred to as “Collective Agreements”) which are directly, by reference or otherwise in whole or in part applicable to the Employees. No promises or commitments have been made by the Seller or any Group Company to the Employees, the unions and/or workers’ councils to amend any Collective Agreement, to increase or decrease benefits thereunder or to establish any new Collective Agreements. Except as set forth in Annex 5.2.8 (3) none of the Group Companies is member in an employers’ association (Arbeitgeberverband).

(4) Except for provisions in Collective Agreements, no agreements with Employees, unions, workers’ councils or similar organizations exist guaranteeing employment (Beschäftigungssicherung), location (Standortsicherung) or protection against rationalization (Rationalisierungsschutz) for Employees.

(5) The Group Companies do not have any liabilities under social plans or in the context of restructurings other than disclosed in Annex 5.2.8 (5). Reserves for outstanding restructuring related liabilities or costs incurred/to be incurred by restructuring measures were properly accrued and will be adequate to fund the restructuring costs

(6) All remuneration payments, social security contributions, labour related taxes, insurance and similar payments have been made when due and all necessary filings and registrations relating to labour matters have been made.

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(7) Annex 5.2.8 (7) contains, as of the date hereof, a list of all Freelancers employed by the Group Companies setting forth with respect to each Freelancer (i) name, (ii) compensation claims, (iii) current salary/commission and (iv) notice period. There have never been any claims or proceedings related to fictitious self-employment (“Scheinselbständigkeit”).

(8) The Group Companies have in relation to each of the Employees complied in all material respects with all statutes, regulations, codes of conduct, Collective Agreements, terms and conditions of employment, orders and awards relevant to their conditions or service or to its relations with employees or any recognised union or workers’ council, unless disclosed in Annex 5.2.8 (8).

(9) Except as set forth in Annex 5.2.8 (9), as of the Signing Date, none of the Key Employees as defined in Annex 5.2.8 (9) has either given or received notice of termination of his or her employment or has entered into a termination agreement with any of the Group Companies or has received/made an offer of such an arrangement.

(10) Annex 5.2.8 (11) contains, as of the Signing Date, a list of all Employees who have signed an old-age part-time agreement (Altersteilzeitvertrag). In the administration of these agreements the Group Companies have complied in all material respects with all statutes, regulations and laws applicable in this regard, and have especially paid all salaries and contributions due and secured payments against insolvency in a proper way. The Group Companies have properly accrued provisions for each active and passive Employee entitled under an old-age part-time agreement in accordance with the accounting standards applicable to the respective Group Company.

5.2.9 Pensions

(1) Except for those insurance-related (versicherungsförmig) pension schemes which are based on salary conversion (hereinafter the “Salary Conversion Schemes”) the documents relating to all and each of the pension schemes (collectively and individually agreed) applicable to the Employees, former employees (including managing directors/board members) or pensioners of the Group Companies or of any predecessor in business of the Group Companies (hereinafter the “Schemes”) made available to the Purchaser or its advisers are complete and accurate, in

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particular they contain full details of all benefits provided by and the terms of the Schemes, including (but without limitation) any enhancement, with the exception of any future increases according to sec. 16 German Code of Occupational Pensions (“Gesetz zur Verbesserung der betrieblichen Altersversorgung”) of or in addition to the benefits or terms in respect of any person.

(2) Except as disclosed in Annex 5.2.9 (2) the Group Companies have not paid, provided or contributed towards, and are under no obligation or commitment (whether or not legally enforceable) to pay, provide or contribute towards, any retirement/death/disability benefit for or in respect of any Employee, former employees (including managing directors/board members) or pensioners (or any spouse, child or dependent of any of them) except for ongoing social security contributions required to be paid by law.

(3) Annex 5.2.9 (3) sets forth, as of the date of the actuarial report for the year end 2007, the numbers of deferred pensioners who are covered under the Schemes.

(4) All entitlements of any Employee or former employee (including managing directors/board members) and pensioners under any Scheme pertaining to the period prior to Closing have been paid or have been accrued for in the Accounts in accordance with the accounting standards applicable to the respective Group Company based on the most recent version of the applicable actuarial mortality tables.

(5) The Schemes as well as the Salary Conversion Schemes have at all times been operated in accordance with the scheme documents and all applicable laws and to Seller’s knowledge no disputes are threatening in connection with the Schemes.

5.2.10  Litigation

There are no law suits, court actions or similar proceedings before a court of justice, labour court, arbitration panel or an administrative authority involving an amount in dispute exceeding EUR 100,000.00 in each individual case pending or, to the Seller’s Knowledge, threatened in writing to be filed, against a Group Company, except those disclosed in Annex 5.2.10 (a). There are no disputes between the management of the Group Companies and their works councils pending with the board of conciliation (Einigungsstelle), except as disclosed in Annex 5.2.10 (b).

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5.2.11  Agreements with Related Parties

Except as set out in Annex 5.2.11 or otherwise referred to in this Agreement, there are no agreements, which are material to the Business taken as a whole between, on the one hand, a Seller Group Company and, on the other hand, one or more Group Companies.

5.3 No other Seller’s Guarantees

5.3.1 The Purchaser explicitly acknowledges to purchase and acquire the Company Shares and, therewith, the Business in the condition it is in on the Closing Date based upon its own inspection, examination and determination with respect thereto, and to undertake the acquisition based upon its own inspection, examination and determination without reliance upon any express or implied representations, warranties or guarantees of any nature made by the Seller except for the guarantees explicitly given by the Seller under this Agreement.

5.3.2 Without limiting the generality of the foregoing, the Purchaser acknowledges that the Seller gives no representation, warranty or guaranty with respect to

(1) any projections, estimates or budgets delivered or made available to the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the Group Companies;

(2) any other information or documents made available to the Purchaser or its counsel, accountants or advisors with respect to the Business of the Group Companies, except as expressly set forth in the Agreement or

(3) any tax matter except as provided for in Section 7.

5.3.3 For the avoidance of doubt, the guarantees with regard to the Sold Building Rights as well as the remedies for the breach of such guarantees are (except for the provisions set forth in Section 7 with regard to environmental indemnities) exclusively stipulated in the Building Rights Sale and Transfer Agreement.

5.4 Seller’s Knowledge

In this Agreement, the knowledge of the Seller (heretofore and hereinafter referred to as the “Seller’s Knowledge”) shall solely encompass the actual knowledge of the individuals listed in Annex 5.4 and the knowledge that they have not obtained due to gross negligence (grob fahrlässige Unkenntnis).

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5.5 No Incentives for Key Employees

The Seller has neither directly nor indirectly granted any incentives of whatever nature to Key Employees for or in relation to the sale of the Business to the Purchaser or any other potential buyer of the Business if not disclosed in Annex 5.5.

5.6 No Change of Control Clause for Key Employees

None of the Key Employees’ service/employment agreements contain a change of control clause which entitles a Key Employee to terminate his/her employment with one of the Group Companies in the occurrence of a change of ownership and retains the right to receive for an agreed period of time its remunerations, or entitles the Key Employee to receive a bonus or a salary increase or any other benefit linked to the change of control unless disclosed in Annex 5.6. In case such entitlements exist and are executed, the Seller agrees to a reduction of the Base Purchase Price in the amount of the overall payments made by the Group Companies to the Key Employees in this respect.

SECTION 6

REMEDIES FOR BREACH OF SELLER’S GUARANTEES

6.1 General/Recoverable Damages

6.1.1 In the event of any breach or non-fulfillment by the Seller of any of the guarantees pursuant to Section 5, the Seller shall put the Purchaser into the position the Purchaser would have been in had the guarantee not been breached (restitution in kind; Naturalrestitution). If the Seller is unable to achieve this position within three (3) months after having been notified by the Purchaser of the breach, the Purchaser may claim for monetary damages (Schadensersatz in Geld), provided, however, that such damages shall in particular not cover internal administration, overhead costs of the Purchaser and consequential damages (Folgeschäden). [*]

6.1.2 The Seller shall not be liable for, and the Purchaser shall not be entitled to claim for, any damages of the Purchaser or a Group Company under or in connection with this Agreement if and to the extent that

(1) the matter to which the claim relates is provided for in the Accounts; or

(2) any damages of the Purchaser or the Group Companies are covered by claims against third parties and finally paid by these parties, including, but not limited to, through existing insurance policies (or would have been covered under any insurance policy as existing on the Closing Date if the insurance coverage had been continued without change); or

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(3) the claim is based on (i) an amendment of a law, ordinance, statute, international treaty, administrative regulation, judgment (excluding for the purposes of Section 5.10 judgments to which the relevant Group Company is a party), resolution, decision, permit, disposition or any other (administrative) act or other legal provision, or (ii) the increase of a tax, occurring after the Closing Date; or

(4) the Purchaser or any of its Affiliates obtains due to the breach or non-fulfillment of any guarantees under Section 5 any advantage or benefit triggered or caused by the breach or non-fulfillment by the Seller (including avoided tax or other losses, tax benefits and savings as well as the increase of the value of assets owned by the Group Companies) and; to the extent possible, instead of pursuing such advantage or benefit against a third party, Purchaser shall be entitled to pursue the claim against Seller upon assignment of the relevant claim to Seller.

6.1.3 Any payments made by the Seller pursuant to Sections 5 to 9 of this Agreement shall be treated by the Parties as adjustments of the Base Purchase Price.

6.2 Overall Scope of Seller’s Liability pursuant to this Agreement

The Seller’s aggregate liability under this Agreement including, but not limited to, any and all claims for breach of any of the guarantees and indemnities pursuant to Sections 5 to 7 and 9, shall be limited to twenty (20) % of the Base Purchase Price hereinafter referred to as the “Liability Cap”). Such Liability Cap shall not apply to the guarantees and indemnities set forth in Section 5.2.1 (1) through 5.2.1 (3) and taxes (Section 8), provided, however, that the overall liability of the Seller under these provisions, when taken together with any other liability of the Seller under this Agreement, shall in no event exceed the Base Purchase Price.

6.3 De Minimis Amount; Threshold

The Purchaser shall only be entitled to any claims under this Agreement including, but not limited to, any and all claims for breach of any of the guarantees or under indemnities pursuant to Sections 5 to 7 and 9, to the extent an individual claim exceeds an amount of EUR [*] ([*] Euros) (hereinafter referred to as the “De Minimis Amount”) and the aggregate amount of all such individual claims exceeds an amount EUR [*] ([*]) hereinafter referred to as the “Threshold. Claims based upon the same or substantially the same facts or provisions shall be considered as one individual claim for the determination of the De Minimis Amount and the Threshold. In case the De Minimis Amount and the Threshold are exceeded, the Purchaser can claim

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the whole amount. This Section 6.3 shall not apply to Sections 5.2.1 (1) through 5.2.1 (3), Section 5.6, Section 8   and Section 9.3. The Parties agree that in case a claim matches or exceeds the De Minimis Amount, the damage incurred is always considered as “material” or “substantial” under the guarantees, representations, warranties, indemnities or covenants given under this Agreement.

6.4 Exclusion of Claims due to Purchaser’s Knowledge

6.4.1 The Purchaser shall not be entitled to bring any claim under this Agreement including, but not limited to, any and all claims for breach of any of the guarantees pursuant to Sections 5 and 7, if the Purchaser had knowledge (positive Kenntnis) of the facts to which the claim relates, or if the Purchaser had no knowledge of the facts to which the claim relates due to gross negligence (grob fahrlässige Unkenntnis), taking into account that the Purchaser, prior to entering into this Agreement, has been given the opportunity to a review of the status of the Group Companies and their Business from a commercial, financial and legal perspective, including inter alia, to a review of the documents identified in Annex 6.4 and disclosed in the data room and to participate in management presentations, expert meetings, site visits and a Q&A process (any information so provided hereinafter referred to as the “Disclosed Information”). The knowledge of the Purchaser’s managing directors, advisors and those of its employees who were engaged in carrying out the due diligence examination undertaken with regard to negotiating and entering into this Agreement shall be imputed to the Purchaser.

6.4.2 The aforementioned exclusion of claims shall apply in particular (without limitation) to the Disclosed Information subject to the principle of Fair Disclosure. Fair Disclosure shall mean that all information has been disclosed prior to the Signing Date (including, but not limited to) in the virtual data room provided by Merrill Corporation, Inc., by hand delivery, via e-mail to employees or advisors of the Purchaser, by way of oral or other means of communication or otherwise and it was sufficiently clear on the face of reading or hearing it such that a reasonably experienced purchaser reading or hearing such information would understand the nature and scope of it. For the avoidance of doubt, there shall be no Fair Disclosure of any document if it is simply referred to in any Disclosed Document, but not actually disclosed itself.

The Seller has disclosed to the Purchaser in the due diligence conducted by the Purchaser all information, documentation or other information in relation to the Business of the Group Companies from a commercial, legal, technical and financial point of view as would be required for such purpose based on the prudent judgment of a reasonable business man.

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6.5 Notification of Seller; Opportunity to Remedy; Procedure in Case of Third Party Claims

6.5.1 In the event of an actual or potential breach of a guarantee pursuant to Section 5 above, the Purchaser shall without undue delay from becoming aware of the matter notify the Seller of such alleged breach in writing, describing the potential claim in detail and, to the extent practical, state the estimated amount of such claim and give the Seller the opportunity to remedy the breach within [*] after the date on which notice is served on the Seller.

6.5.2 Any breach of a guarantee pursuant to Section 5 above which is capable of remedy shall not entitle the Purchaser to damages and/or compensation unless the breach is not remedied within [*] after the date on which notice is served on the Seller.

6.5.3 Furthermore, in the event that in connection with a breach of a guarantee pursuant to Section 5 above or an indemnity any claim or demand of a third party is asserted against the Purchaser or a Group Company, the Purchaser shall (i) make available to the Seller a copy of the third party claim or demand and of all time-sensitive documents and (ii) give the Seller the opportunity to defend the Purchaser or a Group Company against such claim.

(i) If the Seller chooses so, it shall have the right to defend the claim by all appropriate proceedings and shall have the sole power to direct and control such defense at its own cost and expense, if it gives written notice to the Purchaser and the Group Companies that it assumes full liability for the third party claim (in the sense that the risk of winning or losing the claim passes to the Seller and Seller will treat the Purchaser or the Group Company, within the limits set out in this Agreement, as if the claim has been successfully defended).

Having agreed to the above, the Seller may (i) participate in and direct all negotiations and correspondence with the third party, (ii) in particular, without limitation, appoint and instruct counsel acting, if necessary, in the name of the Purchaser or the Group Company, and (iii) require that the claim be litigated or settled in accordance with the Seller’s instructions. The Seller shall conduct such proceedings in good faith with due regard to the concerns of the Purchaser, compliance with the principles addressed under (i) and (ii) above and on its own expense.

(ii) If the Seller does not choose to defend the claim, the Purchaser shall have the right and, subject to the terms of this Agreement, the obligation to defend the claim and shall direct and control such defense, provided that Purchaser shall (i) inform the Seller about any developments with regard to such claim fully and without undue delay, (ii) conduct such defense in good faith, (iii) permit Seller to participate in all negotiations and correspondence with the courts and the third party and (iv) give due consideration to the concerns and proposals of the Purchaser.

For the avoidance of doubt, Seller shall be entitled to appoint, at its own expense, a counsel who may fully assume Seller’s rights pursuant to this Section 6.5.3(ii).

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[*]

6.5.4 In no event shall the Purchaser or the Group Company be entitled to acknowledge or settle a claim or permit any such acknowledgement or settlement without the Seller’s prior written consent to the extent that such claims may result in a liability of the Seller under this Agreement. The Purchaser or the Group Company shall, at its respective expense, fully cooperate with the Seller in the defence of any third party claim, provide the Seller and its representatives (including, for the avoidance of doubt, its advisors) access to all relevant business records and documents and permit the Seller and its representatives to consult with the directors, employees and representatives of the Purchaser or the Group Company. To the extent that the Seller is in breach of a guarantee provided for under Section 5 above, all costs and expenses incurred by the Seller in defending such claim shall be borne by the Seller. If it turns out that the Seller was not in breach, any costs and expenses reasonably incurred by the Seller in connection with the defense (including external advisors’ fees according to the statutory fees act and excluding all internal costs) shall be borne by the Purchaser.

6.5.5 In the event that the Purchaser or the Group Company shall become aware of circumstances or a matter which may substantiate a claim against a third party, which was previously the subject matter of a payment of the Seller to the Purchaser or the Group Company in connection with this Agreement, the Purchaser shall be obliged to within a reasonable timeframe notify the Seller in writing thereof.

6.5.6 [*]

6.5.7 The failure of the Purchaser (or the Group Company) to comply (or procure compliance) with the obligations under this Section 6.5 shall release the Seller from its obligations under Section 5 and 6, if and to the extent that such failure is the reason (causal link) that the Seller loses the possibility to effectively defending itself against any claims.

6.6 Limitation Periods

All claims for any breach of guarantees pursuant to Section 5 above shall become time-barred (meaning that the Purchaser shall be prevented from making any claim against the Seller for breach of guarantee etc.) [*] after the Closing Date, except

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for claims based on a breach of the guarantees given under Sections 5.2.1 (1) through 5.2.1 (3) which shall become time-barred [*] after the Closing Date. Claims with respect to taxes (Section 8) shall become time-barred in accordance with Section 8.8. Section 203 of the German Civil Code shall not apply.

6.7 Purchaser’s Duty to Mitigate

Section 254 of the German Civil Code shall remain unaffected.

6.8 No Double Recovery

The Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one liability, loss, cost, shortfall, damage, deficiency, breach or other set of circumstances which gives rise to more than one claim or other remedy.

6.9 Exclusion of further Remedies

To the extent permitted by law, any further claims and remedies of the Purchaser other than explicitly provided for in this Agreement, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 of the German Civil Code), breach of contract (Pflichtverletzung aus dem Schuldverhältnis) and/or the right to reduce the Base Purchase Price (Minderung) or to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung).

For the avoidance of doubt, the Purchaser shall, however, not be restricted from claiming specific performance of any of the Seller’s obligations arising under this Agreement and to claim damages if such obligations are not performed, provided, however, that such damages shall not include any right to rescind this Agreement unless explicitly set forth therein. The remedies provided for in, or resulting from breaches of or non-compliance with, this Agreement shall be the exclusive remedies available to the Purchaser.

6.10 Exclusion of Liability of Individuals

The Parties mutually agree by way of an agreement in favour of third parties in the meaning of Section 328 of the German Civil Code that no director, managing director, employee, authorized signatory or advisor of the Seller or any of its Affiliates (including, for the avoidance of doubt, the Group Companies), shall be liable under this Agreement or in connection with the conclusion or performance of this Agreement to the Purchaser or any of its Affiliates or the Group Companies.

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6.11 Exceptions from Exclusion of Liability

For the avoidance of doubt, the liability of the Seller for wilful acts (Vorsatz) and fraudulent misrepresentations (arglistige Täuschung) shall remain unaffected.

SECTION 7

ENVIRONMENTAL INDEMNITIES

7.1 Environmental Definitions

7.1.1 “Environmental Liabilities” means all losses incurred in connection with

(i) the investigation (Maßnahmen der Gefahrerkundung, Untersuchungsmaßnahmen) in connection with or in anticipation of a clean-up of an Existing Environmental Condition;

(ii) a clean-up (Sanierung) within the meaning of Section 2 (7) of the Federal Soil Protection Act (Bundesbodenschutzgesetz) or any other applicable Environmental Laws (as defined in Section 7.1.3 below) including the due disposal of contaminated soil or building materials in accordance with the Waste Management Act (Kreislaufwirtschafts- und Abfallgesetz) and pertaining ordinances relating in each case to an Existing Environmental Condition;

(iii) securing measures (Sicherungsmaßnahmen) or protective containment measures (Schutz- und Beschränkungsmaßnahmen) pursuant to Section 4 (3) of the Federal Soil Protection Act or any equivalent measure provided for under other applicable Environmental Laws relating in each case to an Existing Environmental Condition;

(iv) measures to eliminate, reduce or otherwise remedy an immediate danger to the well-being or health (Maßnahmen zur Abwehr von unmittelbaren Gefahren für Leib und Leben) resulting from an Existing Environmental Condition; or

(v) decommissioning measures relating to installations containing Hazardous Materials being Existing Environmental Conditions.

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7.1.2 “Existing Environmental Condition” means (i) the pollution or contamination of the soil or the real estate within the meaning of Section 2 (3) of the Federal Soil Protection Act (schädliche Bodenveränderungen) or any other applicable Environmental Laws, “real estate” meaning sites in the Federal Republic of Germany currently owned, leased, occupied or used by any of the Group Companies (“Real Estate”), or of neighboring sites originating from the Real Estate, (ii) the presence of Hazardous Materials in the ground or surface water beneath the Real Estate or in neighboring sites originating from the Real Estate or (iii) contamination of the buildings including the ambient air with Hazardous Materials on the Real Estate; provided, however, in each case such Existing Environmental Condition existed on or prior to the Closing Date.

7.1.3 “Environmental Laws” means any law, ordinance or other legally binding regulation, or administrative provision, relating directly to Environmental Matters, in each case as in effect on the Closing Date and as enforced by the competent authorities, to the extent applicable to the Business.

7.1.4 “Hazardous Materials” means any pollutants, contaminants or toxic substances that are defined as hazardous substances or hazardous waste in the Environmental Laws such as the Chemicals Act (Chemikaliengesetz) and pertaining ordinances, the Ordinance on a Waste Register (Abfallverzeichnisverordnung) or the Administrative Regulation on Substances Hazardous to the Water (VAwS). The refrigerant R 22 shall not be considered to be a “Hazardous Material” since it will be replaced by 1 January 2010.

7.1.5 “Environmental Matters” means any matters relating to air or building pollution, noise, odours or contamination or protection of the soil, ground water, surface water or land surface.

7.2 Indemnification regarding an Environmental Liabilities

The Seller shall indemnify and hold harmless the Purchaser and the respective Group Company from and against all Environmental Liabilities resulting from

(i) a final (bestandskräftig) or enforceable (vollziehbar) order, decree or demand issued by any authority;

(ii) an immediate danger to the well-being or life (unmittelbare Gefahr für Leib oder Leben);

(iii) a final (rechtskräftig) or enforceable (vollstreckbar) court judgment rendered in connection with a third party claim; or

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(iv) the relevant lease contracts of the Group Companies or other contractual obligations or the law existing at the Closing Date whereas the Purchaser is obliged to comply with its duty to mitigate damages;

if and to the extent such Environmental Liabilities have not been fully reflected in the Accounts as liability (Verbindlichkeit) or provision (Rückstellung) (meaning that the actual accrual or provision reflects the amounts of the Environmental Liability) and the respective Environmental Liabilities have not been discharged by the Company or the Seller on or before the Closing Date. For the avoidance of doubt, any Environmental Liabilities will be reflected in the Accounts in accordance with the applicable law.

7.3 Indemnification Scale for Present Properties

7.3.1 Any Environmental Liability for which the Purchaser may claim indemnification shall become time-barred [*] after the Closing and [*] for Environmental Liability assumed by the Group Companies in relation to any clean-up of owned or leased railway track plots used at or before the Closing by any of the Group Companies.

7.3.2 The relevant time for determining the Environmental Liability of the Seller shall be the time when the Environmental Liability is first asserted by the Purchaser and notified to the Seller, provided, however, that the losses in relation to the Environmental Liability must actually be incurred by the Purchaser within the subsequent [*] after the notification of the Seller of the respective Environmental Liability. To the extent such losses are not incurred within the said [*] period, the [*] in which the losses in relation to the Environmental Liability have actually been incurred by the Purchaser shall be decisive for the Environmental Liability of the Seller.

7.4 Exclusion of Environmental Liability

The Seller’s obligation to indemnify and hold harmless the Purchaser or the respective Group Company pursuant to Section 7.2 above shall be excluded if and to the extent the respective Environmental Liability

(i) is compensated for or made good by any third party, in particular, but without limitation, by insurance companies under applicable insurance policies or could have been reasonably recovered from a third party or under applicable insurance policies;

(ii) is incurred as a result of investigations, preparatory or exploratory measures or notifications after the Closing Date which the Purchaser was not obliged to carry out under applicable laws, ordinances, rules, contractual obligations or regulations of the respective jurisdiction which (i) relate directly to Environmental Matters and (ii) are applicable at the time when the respective Environmental Liability was incurred;

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(iii) is incurred as a consequence of (i) grossly negligent omissions after the Closing Date to take actions required to be taken by Purchaser or any of its Affiliates (hereinafter collectively referred to as “Purchaser’s Group”) under applicable laws, ordinances, rules, or regulations of the respective jurisdiction relating directly to Environmental Matters and being applicable at the time when the respective Environmental Liability was incurred, or (ii) activities outside the ordinary course of business of the Business after the Closing Date, in particular any material change of use, cessation of business activities on, or the abandonment of, the Real Estate or any buildings or constructions on the Real Estate, unless required under a lease contract or any other contractual obligation of the Group Companies or by law at the Closing Date whereas the Purchaser is obliged to comply with its duty to mitigate damages, or a final or enforceable order, decree or demand issued by any authority, or (iii) expansion activities or construction activities carried out by or on behalf of Purchaser or any of its Affiliates after the Closing Date, or (iv) any grossly negligent act or omission of an employee or other representative of, or service provider to, Purchaser or any of its Affiliates after the Closing Date; this clause 7.4 (iii) (ii) and (iii) shall, however, not apply if a material change of use, cessation of business activities, abandonment of the Real Estate or any buildings or constructions on the Real Estate is a Planned Change;

“Planned Change” is [*];

(iv) results from any material failure to take state-of-the-art measures to minimize risks (dem jeweiligen Stand der Technik entsprechende Maßnahmen der Gefahrenabwehr) or to apply state-of-the-art environmental and safety standards (dem jeweiligen Stand der Technik entsprechende Umwelt- und Sicherheitsstandards) which, in each case, should reasonably have been taken by a prudent businessman after the Closing Date;

(v) results from the coming into force of, or the change in, any Environmental Laws after the Closing Date (including any changes in interpretation by regulatory authorities or courts);

(vi) is an Environmental Liability with respect to which the procedures set forth in Section 7.5 and Section 7.6 have not in a material sense been complied with, unless the Seller was not prejudiced by the non-compliance with such procedures;

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(vii) results from a material failure of Purchaser or any of its Affiliates to mitigate damages pursuant to Section 254 of the German Civil Code.

7.5 Notification Requirement

7.5.1 If the Purchaser becomes aware of any circumstances, which might give rise to an indemnification obligation of the Seller under Section 7.2 above, the Purchaser shall inform the Seller in writing thereof without undue delay. Any investigation and/or clean-up measures shall be conducted solely after information of the Seller which may object to such measure only in the event that such measure is not required by the law or an order of the authorities. The Seller shall raise such objection within [*] upon receipt of the information.

7.5.2 The Seller shall be given access at his own expense to the Real Estate and the books and records of the Purchaser and the Company (or their successors, as the case may be) to the extent that such access is reasonably necessary to assess any Environmental Liability being incurred. The Purchaser shall ensure that for as long as the Seller may be held liable under Section 7.2, copies of all documents relating to (i) the Real Estate which are transferred to the Purchaser or (ii) are in possession of the Company as of the Closing Date will be kept available for inspection by the Seller upon the Seller’s reasonable request.

7.6 Defence of Claims

The Purchaser shall ensure that the Seller is given all opportunities to defend or avoid at his sole expense any claims which might give rise to any indemnification claims under Section 7.2 and to conduct any measure defined in Section 7.1.1 (i) through (iv) above required in connection with any Environmental Liability. In particular, the Seller shall be given an opportunity to comment on, participate in and review any reports on relevant investigations, reports, correspondence, orders or other measures which may with reasonable likelihood give rise to an Environmental Liability and the Purchaser shall ensure that the Seller receives without undue delay copies of all such documents. The Purchaser shall ensure that, upon the request of the Seller, objections are filed and legal proceedings instituted and conducted against any orders and judgments in accordance with the Seller’s direction and at the Seller’s expense. The [*] period pursuant to Section 7.3.2 shall be suspended (gehemmt) as long as objections or legal proceedings are pending.

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7.7 No Liability under Federal Soil Protection Act

7.7.1 Any claims of the Purchaser against the Seller or any member of the Seller’s Group pursuant to Section 24 (2) of the Federal Soil Protection Act (Bundesbodenschutzgesetz) and any similar statutory or other claims under German laws or the laws of any other jurisdictions shall be excluded.

7.7.2 The Purchaser shall pass the exclusion of such claims against the Seller and any member of the Seller’s Group and their legal predecessors on to (i) any onward buyer of the Business or the Sold Building Rights or (ii) any subsequent user of the Real Estate and shall ensure that any such onward buyer or subsequent user waives any claims it may have against the Seller and any member of the Seller’s Group and their legal predecessors and undertakes to pass such exclusion on to its onward buyers and subsequent users.

7.7.3 Upon the Seller’s request, the Purchaser will indemnify and hold the Seller and any relevant member of the Seller’s Group harmless from any claims any future buyer or user of the Business or Real Estate may bring against the Seller or any member of the Seller’s Group. The Purchaser shall indemnify and hold the Seller harmless form any claims relating to Environmental Matters that are not for the account of the Seller relating to Sec. 7.2 above.

SECTION 8

TAXES

8.1 Definition of Tax

“Tax” means any federal, state or local tax, including income, value-added, sales, property or transfer tax, salary withholding tax/wage tax, subsidies, customs, dues or public social security payments under mandatory law together with any interest, penalty or addition to tax imposed by any governmental authority responsible for the imposition of such tax (hereinafter referred to as a “Taxing Authority”).

8.2 Tax Warranties

Within the scope and subject to the limitations set forth in this Section 8 and Section 6 above, the Seller hereby warrants to the Purchaser in relation to the Group Companies that the Group Companies

(i) have duly and timely made, and will duly and timely (taking into consideration extensions of time allowed by the competent Taxing Authorities) make until the Closing Date, all Tax filings due;

(ii) have paid, and will pay until the Closing Date, all Taxes when due and payable;

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(iii) have made for Taxes or will make all appropriate accruals not fallen due until the Closing Date (Rückstellungen);

(iv) have obtained all Tax exemption and/or reduction certificates required for the course of Business (i.e. pursuant to double taxation treaties);

(v) have kept all records it is required to keep for Tax purposes and these records are available for inspection by the Purchaser;

(vi) are not subject to any pending appeals (Einsprüche) to the Tax Authorities or any proceedings in the Tax courts;

(vii) are not involved in any extraordinary Tax audits or investigations relating to periods prior to the Closing Date and

(viii) have not paid any constructive dividends (verdeckte Gewinnausschüttungen).

8.3 Tax Indemnification

8.3.1 The Seller hereby agrees in relation to the Group Companies to indemnify the Purchaser from and against all Taxes due and payable by the Group Companies for Tax assessment periods ending on or before the Closing Date (including the period between the end of the 2007 fiscal year and the Closing), unless, and except to the extent, that such Tax liabilities

(1) are shown or provided for in the Accounts; or

(2) are the subject of a valid and enforceable claim for repayment or indemnification against a third party; or

(3) are the result of a reorganization or other measures initiated by the Purchaser; or

(4) can be offset against Tax loss carry backs or loss carry forwards that are or were available (including as a result of subsequent tax audits) in the period to which such taxes are allocable, whereby any use or reduction caused directly or indirectly by the Purchaser of such Tax loss carry back or loss carry forward shall be disregarded; or

(5) can be offset against future Tax reductions arising after the Closing Date out of the circumstance triggering the Tax indemnification claim, e.g. resulting from the lengthening of depreciation periods or higher depreciation allowances; or

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(6) correspond (by nature, but independent of actual amounts) to Tax advantages of any of the Group Companies, the Purchaser or any of its Affiliates; or

(7) result from the Building Rights Sale and Transfer Agreement, provided that such exception shall only cover real transfer taxes.

8.3.2 Indemnification payments due by the Seller under this Section 8 shall be made within twenty (20) business days following notice by the Purchaser, provided that the payment of such amounts to the Taxing Authority is due and that the Seller shall not be required to make any payment earlier than two (2) business days before such Taxes are due to the Taxing Authority. In case of any Tax being contested in accordance with Section 8.6.2, payment of such Tax to the Taxing Authority will be considered due no earlier than on the date a final (unappealable) determination to such effect is made by either the Taxing Authority or a court of proper jurisdiction, provided that the Taxing Authority has granted relief from paying the assessed Tax until such Tax becomes final and binding. If this is not the case, the Seller shall make a respective advance indemnification payment to the Purchaser provided that the Purchaser provides a guarantee by a reputable bank as security for any reimbursement claims of the Seller which might arise pursuant to the subsequent sentence. If the final amount to be indemnified for Taxes and to be paid is lower than the advance indemnification payment by the Seller, then the difference shall be reimbursed by the Purchaser, including all interest earned thereon, if any. If the final amount to be indemnified for Taxes and to be paid is higher than the advance indemnification payment by the Seller, then the difference shall be reimbursed by the Seller, including all interest earned thereon, if any.

8.4 Tax Filings

The Seller shall prepare and make all Tax filings for the Group Companies (including Tax filings for Tax groups) required to be filed by or on behalf of any of the Group Companies after the Closing Date for periods including the period ending on 31 December 2007. Tax filings for periods including the period ending on the Closing Date shall be prepared on a basis consistent with those prepared for prior tax assessment periods. For the avoidance of doubt, all costs and expenses in respect of such Tax filings shall be for the account of the Seller. The Purchaser shall cause the Group Companies to provide, at its own expense, reasonable assistance at the Seller’s request. The Purchaser shall cause the respective Company to submit the Tax return prepared by the Seller accordingly.

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8.5 Tax Covenants

The Purchaser covenants to the Seller that except as legally required by any Taxing Authority or otherwise compelled by mandatory law and after having given the Seller the opportunity to intervene, the Purchaser will not cause or permit the Group Companies

(1) to take any action on or after the Closing Date that could give rise to any Tax liability of the Seller or its Affiliates or reduce any of their Tax assets;

(2) to make or change any Tax election, amend any Tax return or take any Tax position on any Tax return, take any action, omit to take any action or enter into any transaction, merger or restructuring that results in any increased Tax liability (including a Tax indemnification liability) of the Seller or any of its Affiliates or reduction of any of their Tax assets.

8.6 Indemnification Procedures

8.6.1 Following the Closing Date, the Purchaser shall without undue delay notify the Seller of any Tax audit or administrative or judicial proceeding that is announced or commenced and that might constitute a basis for indemnification by the Seller pursuant to this Section 8. Such notice shall be in writing and shall contain full factual information to the extent reasonably describing the object of the Tax audit or the asserted Tax liability in reasonable detail and shall include copies of any relevant notice or other document received from any Taxing Authority in respect of any such Tax audit or asserted Tax liability. The Purchaser shall further procure that the Group Companies allow the Seller to fully participate in such Tax audit. If the Seller is not given prompt notice as required before, the Seller shall not have any obligation to indemnify the Purchaser for any damages arising out of such asserted Tax liability if and to the extent that the indemnification have been directly or indirectly caused by the non-compliance of the Purchaser.

8.6.2 The Seller may elect to direct on its own or through counsel of its choice and at its expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted Tax liability with respect to which indemnity may be sought under this Section 8 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is hereinafter referred to as a “Tax Contest”). If the Seller elects to direct a Tax Contest, then the Seller shall within thirty (30) business days of receipt of the Purchaser’s notice pursuant to Section8.6.1 above, notify the Purchaser of the intent to do so, and the Purchaser shall cooperate and cause the Group Companies or their respective successors to cooperate, at the Seller’s expense in each phase of such Tax Contest. In any event, the Seller may participate, at its own expense, in any Tax Contest. If the Seller chooses to

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direct the Tax Contest, the Purchaser shall promptly authorize, and shall cause the Group Companies to authorize, (by power-of-attorney and such other documentation as may be necessary and appropriate) the designated representative of the Seller to represent the Purchaser and/or the Group Companies or their successors in the Tax Contest insofar as the Tax Contest involves an asserted Tax liability for which the Seller would be liable under this Section 8. The Purchaser retains the right to appoint on its own cost a counsel which participates in any Tax Contest and retains full and unlimited access to all documents and information relevant for the Tax Contest. The Purchaser will not unreasonably withhold its consent in case the Seller plans to settle or compromise a Tax claim. The Seller will not unreasonably withhold its consent in case the Seller has not initiated a Tax Contest and the Purchaser or a Group Company plans to settle or compromises a Tax claim.

8.7 Tax Refunds

If a Group Company receives a Tax refund relating to any period ending on or before the Closing Date (to the extent not reflected as an asset in the Accounts), the amount of the Tax refund shall be paid by the Purchaser to the Seller. The Purchaser shall duly notify the Seller of any Tax refund relating to any period ending on or before the Closing Date.

8.8 Limitation

Claims of the Purchaser under this Section 8 shall be time-barred [*] after the final and binding assessment of the relevant Taxes.

SECTION 9

EMPLOYMENT INDEMNITIES

9.1 Neither the Purchaser nor the Group Companies will become liable for any obligations arising from the Chiquita Stock Option Scheme or any other share plans, share based plans, stock option plans, whether payable in shares or in cash (the Share Awards). The Seller shall indemnify the Purchaser or the respective Group Company from and against all liabilities, actions, proceedings, costs (including reasonable legal and professional fees and costs), expenses, damages, claims, fines, compensation, settlement arrangements and demands arising from or in relation to the Share Awards, including but without limitation social security contributions attributable to the employer (Arbeitgeberanteil an der Sozialversicherung), if any, to be paid on the Share Awards.

9.2 [*]

9.3 [*]

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SECTION 10

PURCHASER’S GUARANTEES

Guarantees

The Purchaser hereby guarantees by way of an independent promise of guarantee pursuant to Section 311 para. 1 of the German Civil Code (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB):

10.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of the Netherlands and has all requisite corporate power and authority to own its assets and to carry out its business.

10.2 The execution and performance by the Purchaser of this Agreement and the consummation of the transaction contemplated hereby are within the corporate powers of the Purchaser and have been duly authorized by all necessary corporate action on part of the Purchaser.

10.3 The execution and performance by the Purchaser of this Agreement and the consummation of the transaction contemplated herein do not (i) violate the articles of association or by-laws of the Purchaser or (ii) violate any applicable law, regulation, judgment, injunction or order binding on the Purchaser, (iii) violate any contractual obligation of the Purchaser and (iv) there is no action, law suit, investigation or proceeding pending against, or to the knowledge of the Purchaser threatened against, the Purchaser before any court, arbitration panel or governmental authority which in any manner challenges or seeks to prevent, alter or delay the transaction contemplated herein or would otherwise materially and adversely affect the Purchaser’s ability to perform its obligations hereunder.

10.4 At the date of Signing, the Purchaser has no positive knowledge of any facts which would give rise to a claim against the Seller pursuant to Sections 5 to 7.

10.5 The Purchaser has sufficient immediately available funds or binding financing commitments to pay the Base Purchase Price and to make all other payments to be made under or in connection with this Agreement.

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SECTION 11

FURTHER ACTS AND OBLIGATIONS OF THE SELLER

11.1 Pre-Closing Covenants of the Seller

Between the Signing Date and the Closing Date, the Seller shall procure, to the extent permissible under applicable law and unless otherwise set out or indicated in this Agreement, that the Group Companies shall conduct their business operations in the ordinary course of business and substantially in the same manner and in accordance with previous practices. In particular, subject to the above and unless otherwise set out in Annex 11.1, no Group Company shall

(1) declare any dividend or make any other distribution to an entity that is not a Group Company or make any hidden distributions of profits to the Seller or any company related to the Seller´s group.

(2) issue any share capital or similar interest;

(3) adopt shareholder’s resolution to change the articles of association of any Group Company or registered such changes to commercial registers;

(4) acquire or dispose of any fixed assets relating to the Business and with a value exceeding EUR 100,000.00;

(5) incur any indebtedness vis-à-vis third parties, which has not been in connection with the operation of the Business;

(6) make any advance or extend any loan to any third party outside the ordinary course of business, exceeding EUR 100,000.00;

(7) enter into any loan or leasing agreements of whatever nature (including with shareholders) in an amount exceeding EUR 100,000.00;

(8) make any change in the terms of employment (including compensation) of any Key Employees;

(9) enter into any employment agreement with any new Employees of the Group Companies with an annual remuneration of more than EUR 100,000.00;

(10) give Key Employees ordinary notice of termination;

(11) appoint any new members of the executive or supervisory board; or

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(12) terminate any customer contract, supply or lease agreement relevant for the continued operation of the Business

(13) enter into any sale and lease back, factoring or any other transaction which increases the cash of the Company

(14) delay or postpone maintenance and repair work in deviation of past practice

(15) does not enter into any pre-payment agreement

and except as (i) otherwise approved by the Purchaser or (ii) as necessary to consummate the transactions contemplated by this Agreement in accordance with the terms thereof, the Seller shall procure, to the extent permissible under applicable law, that the Group Companies

(16) continue to operate, in particular effect payments to creditors and make capital expenditures (including capex for maintenance purposes) in the ordinary course of business consistent with past practices and so to maintain the Business of the Group Companies as a going concern,

(17) keep the existing insurances of the Group Companies in place and

(18) use commercially reasonable efforts that the Group Companies shall preserve the material assets in good working condition during the period between the Signing Date and the Closing Date.

In the event of any breach of the obligations pursuant to this Section 11.1 on the part of the Seller, the Purchaser’s claim shall be treated as a reduction of the Base Purchase Price.

11.2 Duties between Signing and Closing

For the period between the Signing Date and the Closing Date, the Seller shall procure that the Group Companies:

(1) give to representatives of the Purchaser reasonable access (during normal business hours and upon two 2 Business Days prior notice) to each of the facilities in which the Business is conducted and use commercially reasonable efforts to cause its independent auditors to make available copies of all such documents and information with respect to the Business as representatives of the Purchaser may from time to time reasonable request, all in such manner as not unduly disrupt the Group Companies normal business activities and not in violation of any applicable laws, in particular (but not limited to) antitrust law and data protection law, whereas it is understood that the right to access information set out above shall in no event comprise any especially protected data in the meaning of sec. 3 para 9 German data protection act (BDSG); and

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(2) confer on a regular basis with one or more representatives of the Purchaser to report material operational matters and to report the general status of ongoing operations.

11.3 Insurance Coverage

The Seller shall procure that the Group Companies remain insured until the Closing Date in substantially the same way as they are on the Signing Date and that all premiums due for such insurances are duly and timely paid.

11.4 Access to Documents

The Seller shall procure that after the Closing Date, the Purchaser and its representatives have the rights to access documents according and limited to Section 11.2 vis-à-vis those companies of Seller’s Group which keep information relevant to the Purchaser. The Seller shall keep, and procure that the Group Companies of the Seller will keep, all books and records relating to any period prior to the Closing Date in accordance with and during the periods required under applicable law.

SECTION 12

FURTHER ACTS AND OBLIGATIONS OF THE PURCHASER

12.1 Access to Financial Information

The Purchaser shall procure that after the Closing Date the Seller and its representatives are given access within a reasonable timeframe to, and are allowed to make copies of, accounting, financial and other records as well as to other information, management, employees and auditors of the Group Companies and others to the extent necessary to the Seller and its Affiliates in connection with any audit, investigation, Tax filing, dispute or litigation or any other reasonable business purpose, including in order to achieve the deconsolidation of the Group Companies. The Purchaser shall keep, and procure that the Group Companies will keep, all books and records relating to any period prior to the Closing Date in accordance with and during the periods required under applicable law.

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12.2 Use of Certain Names

12.2.1  Unless permitted under the Banana Ripening and Distribution Agreement attached hereto as Annex 4.2.5 or expressly provided otherwise, the Purchaser shall ensure within three (3) months after the Closing Date, the Group Companies cease to use (as part of their corporate or trade name, internet domains or email addresses, in their brochures or sales literature, on their documents and work material or otherwise) the “Chiquita”, “Consul”, and “Fresh Express” names or any logo, trademark, trade name or other derivation there from. The Purchaser shall cause the Group Companies to remove or obliterate without undue delay after the Closing Date the “Chiquita”, “Consul”, and “Fresh Express” names and marks from their signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials of the Business and otherwise, and shall procure that after the Closing Date no such items and materials are put into use which bear similarity to the “Chiquita”, “Consul”, and “Fresh Express” names, marks or logo.

12.2.2  The Purchaser agrees that the Seller shall have no responsibility for claims by a third party arising out of, or relating to, the use of the “Chiquita”, “Consul”, and “Fresh Express” names or marks by the Purchaser and/or the Group Companies after the Closing Date within the scope provided for under Section 10.2.1 above, and the Purchaser undertakes to indemnify and hold harmless the Seller from and against any such third party claims.

12.3 Indemnifications

Unless the Seller is liable for such costs, expenses and damages under this Agreement, to the extent that after the Closing Date a third party raises a claim against the Seller which is due to a legal relationship between such third party and one or more of the Group Companies or which arises from the direct or indirect participation in any Group Companies, the Purchaser shall hold harmless and fully indemnify the Seller from any such claim. The Parties agree by way of agreement in favour of third parties in the meaning of Section 328 German Civil Code (Vertrag zugunsten Dritter) that the above shall apply accordingly to a claim against another Seller Group Company or any director, board member or employee of a Seller Group Company. However, no indemnification shall apply in cases the Seller or its legal representatives have acted intentionally or with gross negligence or in cases of Sec. 826 of the German Civil Code (Bürgerliches Gesetzbuch).

12.4 Exoneration and Waiver of Claims

12.4.1  The Purchaser shall hold a shareholder’s meeting of the Company (or of any relevant successor) as soon as appropriate and vote therein so that a shareholder’s resolution is adopted granting exoneration (Entlastung) to each of the members of the (i) managing board and the (ii) supervisory board listed in Annex 4.5.1 for all periods up to (and including) the date when their resignations become effective, for which exoneration has not been granted.

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12.4.2  The Seller waives any rights or claims (i) against the Group Companies and (ii), except for cases of grossly negligent or intentional behavior, against their directors or Key Employees, in each case which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by them in connection with the giving of the guarantees, representations, warranties or covenants and the preparation of any disclosure letters and the like under or in connection with this Agreement.

12.5 Future Business relation between the Group Companies and the Seller Group Companies

The Parties agree that the Group Companies shall continue to have strong business relations with Seller Group Companies after the Closing Date and that the Seller supports Group Companies in the continuance of its key customer relationships with a strong focus to [*].

12.6 Non Compete and Non Solicitation Obligation

Neither the Seller nor any of its affiliated group companies shall engage, directly or indirectly, as a proprietor, shareholder, partner or otherwise in competition with the Business sold under this Agreement for three (3) years from the Closing Date and limited to Germany and Austria, provided that Seller (and Seller’s Group) shall not be prevented from (i) taking any measures to ripen and distribute bananas in the event that the Company does not provide such services under the Banana Ripening and Distribution Agreement, (ii) continuing and expanding its businesses of directly selling fruits and vegetables under the Chiquita brand or other brands owned or controlled by the Seller Group and (iii) testing new products or other innovations, including any proprietary technology, at or from a facility of the Seller’s Group before such new product or innovation is fully introduced into the German market (including for the avoidance of doubt during an introduction period when the Group Companies’ facilities are not yet prepared to fully assume the performance of any relevant services). The Seller further agrees not to directly or indirectly solicit, interfere with or endeavour any Key Employees of the Group Companies unless such employees respond to a bona fide recruitment campaign. In the event of a breach of this Section 12.6 by the Seller or any of its affiliates, the Seller shall pay to the Purchaser or the Company a lump sum amount of EUR [*] (Euro [*]) for each and every week the Seller continues to be in breach after the expiry of an initial cure period of 10 Business Days triggered by Purchaser giving Seller Notice of such breach (without the need of any court order); for the avoidance of doubt, such Purchaser shall not be

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entitled to such amount with regard to any breaches that occurred prior to the aforementioned notice and the expiry of the initial cure period. The aforementioned amount will be without prejudice to (but will be taken into account with regard to) any right of the Purchaser to recover actual damages in excess of the aforementioned lump sum amount. Section 341 of the German Civil Code (Bürgerliches Gesetzbuch) remains applicable.

12.7 Service Agreements

To the extent the Company or any of its affiliates is dependant after Closing upon certain services provided by the Seller or by Seller´s Group Companies to the Purchaser or any of its affiliates, the Seller and /or the Seller´s Group Companies will continue to provide such services for a period of up to six (6) months after Closing at the costs to which the respective service has been provided prior to Closing and in case no such costs have been allocated prior to Closing, at Seller´s or Sellers Group Company’s internal cost. To the extent an exact allocation of costs to individual services has not yet been executed, the Parties will conduct this allocation without undue delay after Closing. The Purchaser is obliged to request for the provision of such services without undue delay after Closing and the Purchaser is entitled to terminate such services – if requested – only with one (1) month prior written notice to the Seller or Seller´s Group Company.

SECTION 13

CONFIDENTIALITY / PRESS RELEASES

13.1 Confidentiality; Press Releases; Public Disclosure

The Parties mutually undertake to keep the contents of this Agreement secret and confidential vis-à-vis any third party except to the extent that the relevant facts are publicly known or disclosure is required by law or rules of a stock exchange or other similar regulatory authority. In such case, the Parties shall, however, inform each other prior to such disclosure and shall limit any disclosure to the minimum required by statute or the authorities. No press releases or other public announcement concerning the transactions contemplated by this Agreement shall be made by either Party unless the form and text of such announcement shall first have been approved by the other Parties except that - if the other Party is required by law or by applicable stock exchange regulations to make an announcement - it may do so after first consulting with the other Parties.

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13.2 Seller’s Confidentiality

Without prior consent of the Purchaser or the relevant Group Companies for a period of three years after the Closing Date, the Seller shall keep confidential and not disclose to any third party, any business or trade secrets of the Group Companies, other than those which have become publicly known through no fault of the Seller or which the Seller is required to disclose as necessary to comply with any legal requirements. Such confidentiality obligation shall be satisfied if the Seller exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information.

13.3 Purchaser’s Confidentiality; Return of Documents

In the unlikely event that this Agreement is terminated without the Closing having been consummated, the Purchaser undertakes to keep confidential all information received from the Seller in connection with the transactions contemplated by this Agreement in accordance with the provisions of the Confidentiality Agreement of 30 October 2007 between the Seller and the Purchaser, which shall in such event continue to apply as set out therein.

SECTION 14

ASSIGNMENT OF RIGHTS AND UNDERTAKINGS

This Agreement and any rights and obligations hereunder may not be assigned and transferred, in whole or in part, without the prior written consent of the other Parties hereto. The Purchaser is entitled with the consent of the Seller to assign this Agreement to any Group Company within the meaning of Section 15 German Stock Corporation Act. The Seller shall not unreasonably withhold such consent.

SECTION 15

TAXES AND COSTS

15.1 Taxes

All transfer taxes (including real estate transfer taxes), stamp duties, costs for the notarization of this Agreement and any other charges and costs which result from this Agreement and the Closing of the transaction considered hereby shall be borne by the Purchaser. The aforementioned shall not apply for real estate transfer taxes (if any) which result from this Agreement and are

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allocated to the Sold Building Rights; those real estate transfer taxes shall be equally shared between the Seller and the Purchaser. All charges, costs and fees (except for the fees of the Seller’s advisers) which result from the filings under the merger control laws and in compliance with other regulatory requirements, including, but not limited to, the charges, costs and fees of the competent merger control authorities, shall be borne by the Purchaser.

15.2 Costs of Advisors

Unless otherwise agreed, each Party shall bear its own costs and expenses in connection with the preparation, execution and implementation of this Agreement, including, without limitation, any and all fees, charges and expenses of its advisors.

SECTION 16

NOTICES

16.1 Form of Notice and Delivery

Any declaration, notice or other communication in connection with this Agreement (hereinafter referred to as a “Notice”) shall be in writing in English and delivered by hand, registered post or courier using an internationally recognized courier company. A Notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery, provided that where delivery occurs outside Working Hours, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day. For these purposes, “Working Hours” shall be between 9:00 a.m. hours and 7:00 p.m. hours local time on a Business Day.

16.2 Notices to the Seller

Any Notice to be given to the Seller hereunder shall be addressed as follows:

Hameico Fruit Trade GbmH, C/o Chiquita Brands International, Inc., 250 East Fifth Street, Cincinnati, OH 45202, United States of America, Attn: Chief Financial Officer;

with a copy to Chiquita Brands International, Inc., 250 East Fifth Street, Cincinnati, OH 45202, United States of America, Attn: General Counsel;

and with a further copy to: Freshfields Bruckhaus Deringer, Attn.:[in original filed with the Commission], Heumarkt 14, 50667 Köln, Germany

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16.3 Notices to the Purchaser

Any Notice to be given to the Purchaser hereunder shall be addressed as follows:

UNIVEG, Attn.: .:[in original filed with the Commission], Strijbroek 10, 2860 Sint-Katelijne-Waver, Belgium;

with a copy to: UNIVEG, Attn.: .:[in original filed with the Commission], Strijbroek 10, 2860 Sint-Katelijne-Waver, Belgium

16.4 Change of Address

The Parties are to, without being legally obliged to, communicate any change of their respective addresses set forth in Sections 15.2 through 15.3 as soon as possible in writing to the respective other Parties. Until such communication, the address as hitherto shall be relevant.

16.5 Copies to Advisors

16.5.1  The receipt of copies of Notices by the Parties’ advisors shall not constitute or substitute the receipt of such Notices by the Parties themselves.

16.5.2  Any Notice shall be deemed received by a Party regardless of whether any copy of such Notice has been sent to or received by an advisor of such Party, irrespective of whether the delivery of such copy was mandated by this Agreement.

SECTION 17

MISCELLANEOUS

17.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.2 Jurisdiction

The courts in Bremen, Germany, shall have exclusive jurisdiction in relation to all disputes arising under or in connection with this Agreement.

17.3 Definitions

17.3.1.  In this Agreement, “Business Day” means a day on which banks are open for business in Bremen, Germany and New York, USA.

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17.3.2  In this Agreement, “Affiliate” means an entity that is affiliated to a natural or legal person within the meaning of Section 15 of the German Stock Corporation Act.

17.4 Amendments, Supplementations

Any amendment or supplementation of this Agreement, including of this provision, shall be valid only if made in writing, except where a stricter form (e.g. notarization) is required under applicable law.

17.5 Headings

The headings and sub-headings of the Sections contained herein are for convenience and reference purposes only and shall not affect the meaning or construction of any of the provisions hereof.

17.6 Annexes

All Annexes attached hereto form an integral part of this Agreement.

17.7 Language

17.7.1  This Agreement is written in the English language. Terms to which a foreign language translation has been added shall be interpreted in the meaning assigned to them by the foreign language translation.

17.7.2  Any reference made in this Agreement to any types of companies or participations, proceedings, authorities or other bodies, rights, institutions, regulations or legal relationships (hereinafter collectively referred to as the “Legal Terms”) under any relevant law shall extend to any corresponding or identical Legal Terms under foreign law to the extent that relevant facts and circumstances must be assessed under such foreign law. Where no corresponding or identical Legal Terms under foreign law exist, such Legal Terms shall be introduced as - functionally - come closest to the Legal Terms under the relevant law.

17.8 Disclosure

The disclosure of any matter in this Agreement (including any Annex thereto) shall be deemed to be a disclosure for all purposes of this Agreement. For the purpose of this Agreement, any disclosure made to any of the Purchaser’s representatives or advisors shall be deemed to have been made to the Purchaser. The fact that a matter has been disclosed in any Annex hereto shall not be used to construe the extent of the required disclosure (including any standard of materiality) pursuant to the relevant guarantee or other provision of this Agreement.

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17.9 Entire Agreement

This Agreement constitutes the full understanding of the Parties and the complete and exclusive statements of the terms and conditions of the Parties’ agreements relating to the subject matter hereof and supersedes any and all prior agreements and understandings, whether written or oral, that may exist between the Parties with respect to the subject matter of this Agreement or parts thereof. Side agreements to this Agreement do not exist.

17.10 Waivers, Rights and Remedies

Except as expressly provided in this Agreement, no failure or delay by any Party in exercising any right or remedy relating to this Agreement shall effect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

17.11 Severability

Each of the provisions of this Agreement is severable. Should any provision of this Agreement be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and the purpose of such invalid, ineffective or unenforceable provision as regards subject-matter, amount, time, place and extent.

Hameico Fruit Trade GmbH

/s/ James E. Thompson

James E. Thompson, Managing Director

with the acknowledgement of Chiquita Brands International, Inc.

/s/ Jeffrey M. Zalla

Jeffrey M. Zalla, Senior Vice President and Chief Financial Officer

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Univeg Fruit & Vegetables B.V.
[Name, Function]	[Name, Function]

with the acknowledgement of De Weide Blik N.V.

[Name, Function] [Name, Function]

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EX-10.3

Exhibit 10.3

CHIQUITA BRANDS INTERNATIONAL, INC.

CAPITAL ACCUMULATION PLAN

(As Amended and Restated Effective as of January 1, 2005, conformed to include

amendments through July 8, 2008)

CHIQUITA BRANDS INTERNATIONAL, INC.

CAPITAL ACCUMULATION PLAN

(As Amended and Restated Effective as of January 1, 2005)

SECTION 1

PURPOSE AND EFFECTIVE DATE OF PLAN

A. Purpose. The purpose of the Plan is to provide retirement, disability, death and employment termination benefits for a select group of management and highly compensated employees of the Participating Companies and for the beneficiaries of those employees. The Plan is intended to be a non-qualified plan of executive deferred compensation, exempt from the requirements of Parts 2, 3, and 4 of Title I of ERISA.

B. History and Effective Date.

(i) Effective as of January 1, 2000, Chiquita Brands International, Inc. (the “Sponsoring Company”) established the Chiquita Brands International, Inc. Capital Accumulation Plan (the “Plan”) on behalf of selected employees of the Sponsoring Company and any Affiliated Companies which adopt the Plan with the permission of the Sponsoring Company, all in accordance with the terms and conditions of such plan.

(ii) The provisions set forth herein constitute an amendment, restatement and continuation of the Plan as in effect immediately prior to January 1, 2005 (the “Effective Date”).

(iii) Benefits provided under the Plan will be subject to the provisions of section 409A of the Internal Revenue Code and applicable guidance issued thereunder (“Section 409A”) only to the extent that Section 409A is applicable to such amounts in accordance with the effective date provisions of Section 409A, including the effective date provisions set forth in Treas. Reg. §1.409A-6.

(iv) Benefits subject to Section 409A (including, without limitation, benefits deferred and vested prior to January 1, 2005, as determined in accordance with Section 409A) are subject to the Plan as set forth herein. Benefits not subject to Section 409A will be subject to the applicable provisions of the Plan as in effect prior to the Effective Date (the “Prior Plan”) and will not be subject to the terms of this Plan as set forth herein.

SECTION 2

DEFINITIONS

The following definitions shall apply for purposes of the Plan:

“Accounts” shall mean a Participant’s Basic Match Contribution Account, his Deferral Contribution Account, his Incremental Match Contribution Account, his Savings Plan Restoration Match Contribution Account, and, if applicable, his Deemed Participation Match Contribution Account. The term “Accounts” shall also include any additional accounts established by the Administrative Committee, in its sole discretion.

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“Administrative Committee” shall mean the Chiquita Brands International, Inc. Employee Benefits Committee which has been appointed to administer the Plan in accordance with the provisions of Section 5. Notwithstanding the foregoing, “Administrative Committee” may also include any individual or committee to which the Administrative Committee has delegated authority to act with respect to a specific activity.

“Affiliated Company” or “Affiliated Companies” shall mean (i) a Related Company, (ii) a member of an affiliated service group of which the Sponsoring Company is a member, as determined in accordance with Section 414(m) of the Internal Revenue Code, and (iii) any other entity designated by the Board of Directors of the Sponsoring Company in its sole discretion; provided that with respect to any entity described in clause (ii) or designated in accordance with clause (iii), the Administrative Committee shall establish such provisions as are necessary to satisfy Section 409A (including, without limitation, provisions relating to termination of employment).

“Basic Match Contribution” shall mean the cumulative amount the Participating Company contributes to the Trust each Plan Year on behalf of a Participant, as described in Section 7(B).

“Basic Match Contribution Account” shall mean the account maintained for a Participant reflecting the Basic Match Contributions allocated to such Participant pursuant to Section 7(B), as adjusted by earnings or losses thereon in accordance with the provisions of Section 6.

“Beneficiary” shall mean any person entitled to receive benefits which are payable upon or after a Participant’s death pursuant to Section 10.

“Board of Directors” shall mean the Board of Directors of the Sponsoring Company or the Board of Directors of a Participating Company, as the case may be, or any individual or committee to which the Board of Directors has delegated authority to act with respect to a specific activity.

“Bonus” for any calendar year or Performance Period shall mean bonus amounts attributable to services performed during that calendar year or Performance Period, respectively (not including severance bonuses), but only to the extent that such amount is classified as a “Bonus” for purposes of this Plan and is payable pursuant to a program which has been specifically identified by an authorized representative of the Sponsoring Company prior to the beginning of such calendar year or Performance Period, respectively, as eligible for consideration as a Bonus hereunder. The Bonus amount will be increased by any amounts with respect to which the Employee has elected to defer or reduce such Bonus for federal income tax purposes (i) under this Plan, (ii) under a Savings Plan or (iii) under any “cafeteria plan,” dependent care assistance program or qualified transportation fringe benefit program (as described in Sections 125, 129 and 132 of the Internal Revenue Code) maintained by the Participating Companies. Bonus for any year shall not include any amounts paid to the Employee pursuant to a program which, prior to such calendar year, has not been identified as eligible for consideration as the source of a Bonus for purposes of this Plan.

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“Change of Control” shall mean the occurrence of any of the following events:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than an Exempt Holder or Exempt Entity, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the total voting power of all of the Sponsoring Company’s voting securities then outstanding (“Voting Shares”), provided, that Exempt Holders “beneficially own” (as so defined), on a combined basis, a lesser percentage of the Voting Shares than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company;

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

(iii) immediately after a merger or consolidation of the Sponsoring Company or any subsidiary of the Sponsoring Company with or into, or the sale or other disposition of all or substantially all of the Sponsoring Company’s assets to, any other corporation, (a) the Voting Shares of the Sponsoring Company outstanding immediately prior to such transaction do not represent (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity or any parent thereof) more than 50% of the total voting power of the voting securities of the Sponsoring Company or surviving or acquiring entity or any parent thereof outstanding immediately after such merger or consolidation; and (b) either (x) a person or group (other than an Exempt Entity) beneficially owns a percentage of the total voting power of the Sponsoring Company or surviving or acquiring entity or any parent thereof which exceeds both 20% and the percentage owned, on a combined basis, by the Exempt Holders or (y) the Exempt Holders beneficially own, on a combined basis, less than 2% of such voting power. In the case of a Participating Company other than the Sponsoring Company, “Change of Control” shall mean (i) such Participating Company ceasing to be a direct or indirect subsidiary of the Sponsoring Company (or its successor entity) or (ii) a sale of substantially all of such Participating Company’s assets to an entity other than the Sponsoring Company (or its successor entity) or one or more of its subsidiaries.

“Company Contribution Account” shall mean the account maintained for a Participant reflecting contributions made by a Participating Company which are allocated to such Participant pursuant to Section 7, as adjusted for earnings or losses thereon in accordance with the provisions of Section 6. A Participant’s Company Contribution Account shall consist of the

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following subaccounts where applicable: (i) a Basic Match Contribution Account, (ii) a Deemed Participation Match Contribution Account, (iii) a Savings Plan Restoration Match Contribution Account and (iv) an Incremental Match Contribution Account. All references in the Plan or Trust Agreement to “Company Contribution Account” shall, where appropriate, be deemed to constitute a reference to the above-referenced subaccounts.

“Compensation” for any calendar year shall mean an Employee’s Salary and Bonus payable by a Participating Company with respect to services performed during that calendar year. However, Salary scheduled to be paid after the last day of the calendar year solely for services performed during the final payroll period (as defined in Internal Revenue Code section 3401(b)) containing the last day of the calendar year will be treated as compensation for services performed in the subsequent calendar year.

“Deemed Participation Match Contribution” shall mean the credit made to the ledger account maintained by a Participating Company on behalf of a Participant who had attained age forty-five (45) prior to January 1, 2000 which reflects the hypothetical Basic Match Contributions and Incremental Match Contributions which would have been made to the Trust on behalf of the Participant between the Participant’s Index Date and January 1, 2000, had the Plan been in effect during such period of time, subject to the further limitations described in Section 7(E).

“Deemed Participation Match Contribution Account” shall mean the ledger account maintained by a Participating Company on behalf of a Participant reflecting the Deemed Participation Match Contributions allocated to such Participant pursuant to Section 7(E).

“Deferral Contribution” shall mean the cumulative amount the Participating Company contributes to the Trust each Plan Year on behalf of a Participant equal to the amount by which a Participant elected to reduce his Compensation for such Plan Year pursuant to Section 7(A).

“Deferral Contribution Account” shall mean the account maintained for a Participant reflecting the Deferral Contributions allocated to such Participant pursuant to Section 7(A), as adjusted by earnings or losses thereon in accordance with the provisions of Section 6.

“Deferral Election” shall mean the form filed with the Administrative Committee or its delegate or filed in accordance with such procedure as may be specified by the Administrative Committee from time to time, whereby a Participant may elect to defer Compensation under the Plan.

“Deferred Compensation” shall mean payments or benefits that would be considered to be provided under a nonqualified deferred compensation plan as that term is defined in Treas. Reg. §1.409A-1.

“Distribution Election” shall mean the form filed with the Administrative Committee or its delegate or filed in accordance with such procedure as may be specified by the Administrative Committee from time to time, whereby a Participant may elect the time at which amounts are to be paid under the Plan (including with respect to both in-service withdrawals and payments on termination of employment).

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“Effective Date” of the Plan shall mean January 1, 2005.

“Eligible Participant” shall be used in the context of determining which Participants are eligible to receive Incremental Match Contributions and Savings Plan Restoration Match Contributions and shall mean any Participant who (i) was employed by a Participating Company or an Affiliated Company on the last day of the Plan Year, and (ii) elected, pursuant to Section 7(A), to reduce his Compensation with respect to such Plan Year; provided, however, that an Employee will not fail to be a Participant with respect to reduction of Compensation and crediting of Deferral Contributions for any year solely by reason of his failure to be employed by a Participating Company or an Affiliated Company on the last day of the Plan Year.

“Employee” shall mean, for any Plan Year:

(i) Any person who is employed by a Participating Company and, as of the first day of that Plan Year, (A) is a “Highly Compensated Employee” determined by applying the principles of Section 414(q) of the Internal Revenue Code as if the person’s Salary was the only compensation received from the Participating Company, and (B) has either been designated as an “Executive Officer” by the Board of Directors for purposes of Rule 3b-7 under the Exchange Act or has been designated by the Administrative Committee as eligible to participate in the Plan. For purposes of clause (A) above, an individual will be treated as satisfying such condition with respect to the first day of a Plan Year if the individual’s Salary on the first day of that Plan Year equals or exceeds the indexed dollar amount of compensation under Section 414(q)(1)(B)(i) of the Internal Revenue Code as in effect on the October 1 of the immediately preceding Plan Year.

(ii) Any person who does not satisfy the requirements of paragraph (i) above as of the first day of such calendar year, but during the calendar year satisfies the requirements of clauses (i)(A) and (I)(B) above (by reason of being hired during the year, promoted during the year, or otherwise) shall become eligible to be a Participant in the Plan 30 days after first meeting the requirements of clauses (i)(A) and (i)(B) above. For purposes of this paragraph (ii), a person will be considered to have satisfied clause (i)(A) above at the time his current Salary rate equals or exceeds the indexed dollar amount of compensation under Section 414(q)(1)(B)(i) as in effect on the first day of such Plan Year. However, in determining the amount that is subject to deferral under the Plan for the Plan Year, the Compensation of a person who becomes eligible to become a Participant in accordance with this paragraph (ii) shall be disregarded to the extent that it is attributable to services performed before the 30^th day after the date the employee first satisfies the requirements of clauses (i)(A) and (i)(B) above.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. References in the Plan to any Section of ERISA shall include any successor provision thereto.

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“Exchange Act” shall mean the Securities Exchange Act of 1934.

“Exempt Holder” shall mean American Financial Group, Inc., each of its subsidiaries and affiliates, Carl H. Lindner, his spouse, his children and their spouses and his grandchildren (or the legal representative of any such person) and each trust for the benefit of each such person.

“Exempt Entity” means (i) an institution that is entitled under Rule 13(d)-1 of the Exchange Act (or any successor rule or regulation) to report its ownership of equity securities of the Sponsoring Company through the filing of a statement on Schedule 13G under the Exchange Act, in lieu of Schedule 13D, for so long as such institution remains so entitled, (ii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iii) the Sponsoring Company, any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Sponsoring Company or any of its subsidiaries, and (iv) the surviving or acquiring entity (and the direct and indirect wholly owning parents thereof) in a merger, consolidation, sale or disposition transaction of the type referred to in clause (iii) of the definition of a Change of Control provided such transaction has not resulted in a Change in Control due to failure to satisfy the conditions of subclause (a) or subclause (b) of said clause (iii).

“Incremental Match Contribution” shall mean the cumulative amount the Participating Company contributes to the Trust each Plan Year on behalf of an Eligible Participant described in Section 7(C).

“Incremental Match Contribution Account” shall mean the account maintained for a Participant reflecting the Incremental Match Contribution allocated to such Participant pursuant to Section 7(C), as adjusted by earnings or losses thereon in accordance with the provisions of Section 6.

“Incremental Years” shall mean, with respect to a Participant, the whole number of Plan Years in the sequence which begins with the Participant’s Index Year and ends with the then-current Plan Year, inclusive.

“Index Date” shall mean, in the case of Participant who is employed on January 1, 2000 and who has attained 45 on or before January 1, 2000, the first day of the calendar year in which such Participant attained age 45. In the case of a Participant who is employed on January 1, 2000 and has not yet attained age 45 as of January 1, 2000, the term Index Date means the first day of the calendar year in which the Participant attains the age of 45 plus “n” where “n” equals the number of years from the beginning of the Participant’s first year of participation in this Plan prior to the year in which the Participant attains age 45. In the case of a Participant who is hired after January 1, 2000, and who attains age 45 prior to becoming a Participant in the Plan, the Index Date shall be the first day of the calendar year in which the Participant attained age 45. In the case of a Participant who is hired after January 1, 2000 and who has not attained age 45 prior to commencing participation in the Plan, the Index Date shall be the first day of the calendar year in which the executive attains age 45 plus “n” where “n” equals the number of years, if any, from the beginning of the Participant’s first year of participation in this Plan prior to the year in which the Participant attains age 45.

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“Index Year” shall mean, with respect to a Participant, the Plan Year that includes such Participant’s Index Date.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. References in the Plan to any Section of the Internal Revenue Code shall include any successor provision thereto.

“Investment Election” shall mean the form, filed with the Administrative Committee, or its delegate, or such other procedure as may be specified by the Administrative Committee at any time, and from time to time, through which a Participant may designate the manner in which the rate of investment return on his Accounts shall be allocated among the Investment Funds.

“Investment Election Date” shall mean the first business day of each month.

“Investment Fund” shall mean each fund, contract, or other arrangement designated by the Administrative Committee as an Investment Fund in which Participants may direct their Accounts to be invested.

“Participant” shall mean an Employee who becomes a Participant in the Plan as provided in Section 4.

“Participating Company” shall mean the Sponsoring Company, or any Affiliated Company which the Sponsoring Company designates as having adopted the Plan and Trust pursuant to the provisions of Section 20.

“Performance-Based Compensation” means compensation that is contingent on the satisfaction of preestablished organizational or individual subjective or objective performance criteria relating to a Performance Period of at least 12 consecutive months, subject to the provisions of Treas. Reg. §1.409A-1(e). Performance criteria are considered preestablished if established in writing not later than 90 days after the beginning of the period of service to which the criteria relates, and the outcome is substantially uncertain at the time the criteria are established. Performance-Based Compensation does not include any amount or portion of the amount that will be paid either regardless of performance or based on a level of performance that is substantially certain to be met at the time the criteria are established. However, compensation will not fail to be Performance-Based Compensation solely by reason of the compensation being payable due to the Employee’s death or disability (as defined in Treas. Reg. §1.409A-1(e)); provided that if such event occurs before the Employee’s Deferral Election has been filed, the Deferral Election may not be effective under the exception for Performance-Based Compensation.

“Performance Period” with respect to any Bonus shall mean the period during which performance is measured for purposes of determining the amount of such Bonus.

“Plan” shall mean the Chiquita Brands International, Inc. Capital Accumulation Plan, and as hereafter amended. “Prior Plan” shall have the meaning set forth in Section 1(B).

“Plan Year” shall mean the twelve (12)-consecutive month period ending on December 31. If an Employee has a taxable year for Federal income tax purposes that is other than a

8

calendar year, then, to the extent required by Section 409A, the term “calendar year” shall mean the individual’s taxable year. For purposes of the Plan, an Employee will be presumed to have a calendar year as his taxable year except to the extent he provides evidence to the Committee to the contrary.

“Related Companies” shall mean all companies and other persons with whom the Sponsoring Company is considered to be a single employer under Section 414(b) of the Internal Revenue Code, and all persons with whom the Sponsoring Company would be considered a single employer under Section 414(c) of the Internal Revenue Code.

“Related Plans” shall mean, with respect to any type of plan described in Treas. Reg. §1.409A-1(v), the corresponding portion of this Plan and any other plan to the extent that is required to be aggregated with such portion of this Plan pursuant to Treas. Reg. §1.409A-1(c)(2)(A).

“Retirement Date” of a Participant shall mean the later of (i) Participant’s fifty-fifth (55th) birthday, or (ii) the date upon which a Participant completes ten (10) Years of Service commencing with the calendar year in which the Participant attains his forty-fifth (45^th) birthday.

“Salary” shall mean basic cash compensation before any payroll deductions for taxes or any other purposes, payable by a Participating Company to an Employee in respect of such Employee’s service for a Participating Company during the Plan Year; provided that the Salary amount will be increased by any amounts with respect to which the Employee has elected to defer or reduce Salary for federal income tax purposes (i) under this Plan, (ii) under a Savings Plan or (iii) under any “cafeteria plan,” dependent care assistance program or qualified transportation fringe benefit program (as described in Sections 125, 129 and 132 of the Internal Revenue Code) maintained by the Participating Companies. Salary shall not include any amounts paid to the Employee as (i) overtime pay, (ii) any imputed income, severance pay and special allowances or other amounts not considered as a part of base salary for time actually worked, (iii) any amounts paid during a Plan Year on account of the Employee under this Plan or under any other employee pension benefit plan (as defined in Section 3(2) of ERISA), and (iv) except as otherwise provided in the preceding sentence, any amounts which are not includible in the Employee’s income for applicable income tax purposes.

“Savings Plan” shall mean the Chiquita Savings and Investment Plan and any other qualified or nonqualified retirement program maintained by any Participating Company into which employee contributions and employer matching contributions may be made.

“Savings Plan Restoration Match Contribution” shall mean the cumulative amount the Participating Company contributes to the Trust each Plan Year as described in Section 7(C).

“Savings Plan Restoration Match Contribution Account” shall mean the account maintained for a Participant reflecting the Savings Plan Restoration Match Contribution allocated to such Participant pursuant to Section 7(D), as adjusted by earnings or losses thereon in accordance with the provisions of Section 6.

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“Specified Employee” shall be defined in accordance with Treas. Reg. §1.409A-1(i) and such rules as may be established by the Administrative Committee (including its delegate) from time to time.

“Sponsoring Company” shall mean Chiquita Brands International, Inc.

“Termination of Employment.” References in the Plan to a Participant’s termination of employment (including references to a Participant’s employment termination, and to the Participant terminating employment and other similar references) shall mean the Participant ceasing to be employed by the Sponsoring Company and the Related Companies, subject to the following:

(i) The employment relationship will be deemed to have ended at the time the Participant and his employer reasonably anticipate that the level of bona fide services the Participant would perform for the Sponsoring Company and the Related Companies after such date (whether as an employee or independent contractor, but not as a director) would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36 month period for the Sponsoring Company and the Related Companies (or the full period of service to the Sponsoring Company and the Related Companies if the Participant has performed services for the Sponsoring Company and the Related Companies for less than 36 months). In the absence of an expectation that the Participant will perform at the above-described level, the date of termination of employment will not be delayed solely by reason of the Participant continuing to be on the Sponsoring Company’s and the Related Companies’ payroll after such date.

(ii) The employment relationship will be treated as continuing intact while the Participant is on a bona fide leave of absence (determined in accordance with Treas. Reg. §1.409A-1(h)).

(iii) The Participant shall be treated as having terminated employment at the time the Participant’s employer ceases to be a Related Company; provided, however, that to the extent required by Section 409A, no such termination of employment will be deemed to occur by reason of a spinoff or other transaction where the Participant continues to be employed by his employer immediately after the time of the consummation of the transaction, or thereafter until the Participant ceases to be employed by the employer or its affiliates.

“Total and Permanent Disability” shall mean a physical and/or mental incapacity of such a nature that it prevents a Participant from engaging in or performing the principal duties of his customary employment or occupation on a continuing or sustained basis.

“Trust” shall mean the entity established pursuant to a Chiquita Brands International, Inc. Capital Accumulation Plan Trust Agreement between the Sponsoring Company and a trustee selected by the Administrative Committee from time to time.

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“Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent; loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; provided, however, that the determination of Unforeseeable Emergency shall be made by the Administrative Committee in a manner that is consistent with the meaning of Unforeseeable Emergency set forth in Treas. Reg. §1.409A-3(i)(3).

“Valuation Date” shall mean the last day of each calendar month, or such other date or dates determined prospectively by the Administrative Committee.

“Year of Service” shall mean a twelve (12) month period beginning on a Participant’s initial date of hire and on successive anniversaries of such date during which the Participant is treated by the Sponsoring Company or any Affiliated Company as continuously employed.

Wherever appropriate, words used in the Plan in the singular may mean the plural, the plural may mean the singular, and the masculine may mean the feminine.

SECTION 3

REQUIREMENTS FOR ELIGIBILITY

An Employee who completes the eligibility requirements set forth in the Plan may participate in the Plan in accordance with its terms. Subject to the provisions of Section 4, for each Plan Year beginning on or after the Effective Date, an individual shall be eligible to have Deferral Contributions made on his behalf under the Plan, and to share in Basic Match Contributions, to the extent provided in Section 4.

SECTION 4

PARTICIPATION IN THE PLAN

For Plan Years beginning on or after the Effective Date:

A. Full Years of Salary. Subject to the provisions of this Section 4, a Deferral Election by an eligible Employee to defer Salary for services performed during any calendar year must be filed with the Administrative Committee no later than the last day of the preceding calendar year, or such earlier date as may be required by the Administrative Committee.

B. Full Years of Bonus.

(i) Subject to the following provisions of this Section 4, a Deferral Election by an eligible Employee to defer Bonus amounts for services performed during any calendar year must be filed with the Administrative Committee no later than the last day of the preceding calendar year, or such earlier date as may be required by the Administrative Committee. Accordingly, to the extent required by the provisions of Section 409A, if more than one year is included in the Performance Period under a Bonus arrangement, and to the extent the amount of the payments under the arrangement could be affected by performance in

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the entire Performance Period, the deadline for filing the Deferral Election with respect to such Performance Period is the end of the calendar year prior to the calendar year in which the Performance Period begins.

(ii) Notwithstanding the preceding sentence, to the extent permitted by the Administrative Committee, if the Bonus satisfies the requirements for Performance-Based Compensation, the Deferral Election with respect to such Bonus may be made on or before the date that is six months before the end of the Performance Period with respect to such Bonus, provided that the individual performs services continuously from the later of the beginning of the Performance Period or the date the performance criteria for such bonus are established through the date the Deferral Election is filed, and provided further that in no event may an election to defer Performance-Based Compensation be made after such compensation has become readily ascertainable (as determined in accordance with Treas. Reg. §1.409A-2(a)(8)).

C. Initial Participation. For the first calendar year in which an individual becomes eligible to participate in this Plan; the individual may make an initial Deferral Election to participate in this Plan; provided, however, that such election must be made by filing a Deferral Election to defer Salary or Bonus within 30 days after the date the individual initially becomes eligible to participate in this Plan or, if earlier, any of the Related Plans, and may only apply with respect to Salary or Bonus paid for services to be performed after the election is filed. Where a Deferral Election is made under this paragraph (C) with respect to a Bonus, the election may apply to no more than an amount equal to the total amount of the Bonus for the Performance Period multiplied by the ratio of the number of days remaining in the Performance Period after the election over the total number of days in the Performance Period.

D. Date of Filing. For purposes of this Section 4, a Deferral Election will be deemed to be filed on the later of the date it is filed with Administrative Committee or the date on which it becomes irrevocable. In the case of a Deferral Election that is with respect to compensation for services to be performed in the calendar year following the calendar year in which the election is filed, the election shall become irrevocable on the last day of such earlier year, but in no event later than the deadline established by the Administrative Committee. In the case of a Deferral Election that is with respect to an individual who initially becomes eligible to participate in the Plan or any other Related Plan, the Deferral Election will be considered to become irrevocable on the 30th day after such initial eligibility date or, if earlier, on the date established by the Administrative Committee.

E. Determination of Eligibility. The determination of eligibility under this Section 4 shall be subject to Treas. Reg. §1.409A-2(a)(7) (relating to the determination of initial eligibility).

F. Deferral on Rehire. If, at the time of a Participant’s termination of employment, he has a Deferral Election in effect with respect to Salary, and he is thereafter hired by a Related Company within the calendar year of termination, such Deferral Election shall apply with respect to his Salary for the remainder of the year. If, at the time of a Participant’s termination of employment, he has a Deferral Election in effect with respect to Salary, and he is thereafter hired

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by a Participating Company in a calendar year after the calendar year of termination, his Deferral Election shall be treated as having been cancelled as of the December 31 of the year in which such termination occurs, regardless of whether the Deferral Election otherwise provides that it would remain in effect for subsequent year until cancelled by election of the Participant.

G. Transfers among Related Companies. If, during any calendar year, a Participant has a Deferral Election in effect with respect to Salary, and the Participant’s employment is transferred to a Related Company, the Participant’s Deferral Election shall remain in effect for the remainder of that year with respect to the Participant’s Salary at his new employer. If, during any calendar year, a Participant who has a Deferral Election in effect with respect to Bonus, and the Participant’s employment is transferred to a Related Company, the Participant’s Deferral Election shall remain in effect with respect to the Bonus from the prior employer, but except as otherwise expressly provided in the applicable Deferral Election, the Deferral Election shall not apply to any Bonus from his new employer.

H. Expiration of Deferral Election. A Deferral Election with respect to compensation for services performed in any calendar year shall not apply to compensation for services with respect to a subsequent calendar year except as otherwise provided by the applicable Deferral Election form (but only to the extent permitted by the Administration Committee).

SECTION 5

ADMINISTRATION OF THE PLAN

A. Responsibility for Administration of the Plan. The Administrative Committee shall be responsible for the management, operation and administration of the Plan.

B. Appointment of Administrative Committee. The Board of Directors of the Sponsoring Company has appointed the Chiquita Brands International, Inc. Employee Benefits Committee to be the Administrative Committee hereunder. The Administrative Committee shall be responsible for the management, operation and administration of the Plan. Any member of the Administrative Committee may resign by delivering written notice to the Board of Directors of the Sponsoring Company. The Board of Directors of the Sponsoring Company shall be authorized to remove any member of the Administrative Committee at any time and in its sole discretion to appoint a successor whenever a vacancy on the Administrative Committee occurs.

C. Delegation of Powers. The Administrative Committee may appoint such assistants or representatives as it deems necessary for the effective exercise of its duties in administering the Plan. The Administrative Committee may delegate to such assistants and representatives any powers and duties, both ministerial and discretionary, as it deems expedient or appropriate.

D. Records. All records, together with such other documents as may be necessary for the administration of the Plan, shall be preserved in the custody of the Administrative Committee or the assistants or representatives appointed by it.

E. General Administrative Powers. The Administrative Committee shall have all powers necessary to administer the Plan in accordance with its terms, including the power to construe the

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Plan and to determine all questions that may arise thereunder. In the exercise of such powers under the Plan, the Administrative Committee shall have discretionary authority to interpret the terms of the Plan and to determine eligibility for and entitlement to Plan benefits in accordance with the terms of the Plan. Any interpretation or determination made pursuant to such discretionary authority shall be given full force and effect, unless such interpretation or determination is made after a Change in Control and is shown to be unreasonable, arbitrary or capricious.

F. Appointment of Professional Assistance and Investment Manager. The Administrative Committee may engage accountants, attorneys, physicians and such other personnel as it deems necessary or advisable. The functions of any such persons engaged by the Administrative Committee shall be limited to the specific services and duties for which they are engaged, and such persons shall have no other duties, obligations or responsibilities under the Plan. Such persons shall exercise no discretionary authority or discretionary control respecting the management of the Plan. The fees and costs of such services shall be paid by the Participating Companies.

G. Actions by the Administrative Committee. All actions of the Administrative Committee shall be taken pursuant to the decision of a majority of the then members of the Administrative Committee.

H. Discretionary Acts. In the event the Administrative Committee exercises any discretionary authority under the Plan with respect to a Participant who is a member of the Administrative Committee, such discretionary authority shall be exercised solely and exclusively by those members of the Administrative Committee other than such Participant, or, if such Participant is the sole member of the Administrative Committee, such discretionary authority shall be exercised solely and exclusively by the Board of Directors of the Sponsoring Company. Notwithstanding any other provision of the Plan, no person shall be paid a benefit under the Plan unless the Administrative Committee, in its sole discretion, determines that such person is entitled to benefits under the Plan.

I. Payment of Fees and Expenses. The members of the Administrative Committee and their assistants and representatives shall be entitled to payment from the Participating Companies for all reasonable costs, charges and expenses incurred in the administration of the Plan, including, but not limited to, reasonable fees for accounting, legal and other services rendered, to the extent incurred by the members of the Administrative Committee or their assistants and representatives in the course of performance of their duties under the Plan.

J. Plan Administrator. The Sponsoring Company shall be the “administrator” (as defined in Section 3(16)(A) of ERISA) of the Plan. The Vice President of Human Resources of the Sponsoring Company shall be the designated agent for service of legal process.

K. Allocation and Delegation of Administrative Committee Responsibilities. The Administrative Committee may upon approval of a majority of the members of the Administrative Committee, (i) allocate among any of the members of the Administrative Committee any of the responsibilities of the Administrative Committee under the Plan or (ii)

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designate any person, firm or corporation that is not a member of the Administrative Committee to carry out any of the responsibilities of the Administrative Committee under the Plan. Any such allocation or designation shall be made pursuant to a written instrument executed by a majority of the members of the Administrative Committee.

SECTION 6

PARTICIPANTS’ ACCOUNTS

A. Maintenance of Accounts. There shall be maintained on behalf of each Participant a Basic Match Contribution Account, an Incremental Match Contribution Account, a Deferral Contribution Account, a Savings Plan Restoration Match Contribution Account and, if applicable, a Deemed Participation Match Contribution Account. The Participant’s interest in his Company Contribution Accounts shall be subject to the vesting schedule set forth in Section 11(A). All payments to a Participant or his Beneficiaries shall be charged against the respective Accounts of such Participant.

B. Accounts of Participant Transferred to an Affiliated Company. If a Participant is transferred to an Affiliated Company which has not adopted the Plan, the amounts which are credited to his Accounts shall continue to be governed by the provisions of the Plan.

C. Adjustment of Participants’ Accounts. As of each Valuation Date, the Administrative Committee or its delegate shall adjust the Accounts of each Participant (other than a Participant’s Deemed Participation Match Contribution Account) so that the amount of net income, loss, appreciation or depreciation in the value of the amount invested in an Investment Fund shall be allocated equitably and exclusively to the Accounts of the Participants invested in such Investment Fund. Promptly after the last day of each Plan Year, the Administrative Committee shall adjust the Deemed Participation Match Contribution Account of each Participant by the amount of interest specified in Section 7(E).

D. Investment of Contributions.

(i) Participant-Directed Investments. In accordance with procedures established by the Administrative Committee, each Participant shall have the opportunity, at the time of enrollment for a Plan Year and subsequently on or before each Investment Election Date, to make an Investment Election with the Administrative Committee or its delegate, which shall apply to all of the Participant’s Accounts for all or any specified Plan Year or Plan Years to determine the deemed investment return other than his Deemed Participation Match Contribution Account which will be credited with interest as specified in Section 7(E). This election shall be effective beginning on the Investment Election Date following its receipt by the Administrative Committee, or its delegate, and shall continue in effect until revoked or modified as of a subsequent Investment Election Date. The following restrictions shall apply to such investment elections:

(a) No election may be made in violation of any applicable investment contract or other agreement establishing an Investment Fund, and

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(b) Transfers among the available Investment Funds may be made daily in whole percentage multiples of one percent (1%) of the balances therein.

In addition, the Administrative Committee, in its sole discretion, may from time to time establish special Investment Election Dates to provide the Participants with additional opportunities to designate the manner in which the deemed investment return on their Accounts shall be allocated among the then-available Investment Funds.

(ii) Other Investments. All Accounts not subject to an Investment Election filed with the Administrative Committee pursuant to paragraph (i) above shall have a deemed investment return equal to the return on a money market fund or other liquid or pooled fund investment vehicle selected by the Administrative Committee.

E. No Right to Specific Assets. The fact that for administrative purposes Accounts are maintained for each Participant under the Plan shall not be deemed to segregate for such Participant, or to give such Participant any direct interest in, any specific assets of the Participating Companies except as otherwise provided in Section 18.

F. Participant Statements. Promptly after the end of each Plan Year the Administrative Committee shall issue statements of account to each Participant.

SECTION 7

ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS

A. Deferral Contributions. Each Plan Year, the Participating Company employing a Participant who has elected to reduce his Compensation pursuant to paragraph (i) below shall withhold from such Participant’s Compensation the Deferral Contributions, as elected by such Participant.

(i) Deferral Elections. A Participant may elect to reduce his Compensation by an amount of up to eighty percent (80%) of his Salary and up to eighty percent (80%) of his Bonus provided, however, that the aggregate amount by which a Participant may elect to reduce his Compensation under this paragraph (i) shall not cause such Participant’s Compensation to be reduced below the amount necessary to satisfy the following obligations:

(a) Applicable employment taxes (e.g. FICA/Medicare) on amounts of Compensation which have been deferred;

(b) Any Federal or state tax withholding requirements relating to any employee benefit plan; and

(c) Any Federal or state tax withholding requirements relating to any taxable remuneration payable to the Participant.

Such contributions shall be made through regular payroll deductions by notifying the Administrative Committee pursuant to such notification procedures as the Administrative

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Committee may establish, from time to time. Subject to Section 409A, any and all of the dates referenced in the preceding paragraph may be modified by the Administrative Committee at any time and from time to time.

(ii) Method of Allocating Deferral Contributions. Each Participant who elected to reduce his Compensation during a Plan Year pursuant to the provisions of this Section 7(A) shall receive an allocation of Deferral Contributions to his Deferral Contribution Account for such Plan Year equal to the amount by which he elected to reduce and has in fact reduced his Compensation for such Plan Year pursuant to the provisions of this Section 7(A). Such allocations shall be credited to the Participant’s Deferral Contribution Account as soon as practicable but in no event more than 30 days after they are deducted from Participant’s Salary or Bonus.

B. Basic Match Contributions. Each Participant shall receive an allocation to his Basic Match Contribution Account in accordance with the following:

(i) Allocation of Basic Match Contributions. For each Plan Year, each Participant shall receive allocations to his Basic Match Contribution Account for such Plan Year in accordance with paragraphs (a) and (b) below:

(a) For each Plan Year, each Participant shall receive an allocation to his Basic Match Contribution Account for such Plan Year in an amount equal to one-hundred percent (100%) of the amount of Deferral Contributions allocated to such Participant under Section 7(A) for such Plan Year. The aggregate amount of the Basic Match Contributions under this Section 7(B)(i)(a) which may be allocated to each Participant’s Basic Match Contribution Account for such Plan Year shall not exceed the percent of the Participant’s Compensation determined in accordance with the chart below:

Participant’s Highest Attained Age During Plan Year	Percent of Compensation
Age 44 and Below	1%
45	2%
46	3%
47	4%
48	5%
49	6%
50	7%
51	8%
52	9%
53	10%
54	11%
55	12%
56	13%
57	14%
58	15%
59	16%
Age 60 and Above	17%

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(b) For each Plan Year, each Participant shall receive an allocation to his Basic Match Contribution Account for such Plan Year in an amount equal to one-hundred percent (100%) of the amount of Deferral Contributions allocated to such Participant under Section 7(A) above for such Plan Year, provided that the aggregate amount of the Basic Match Contribution under this Section 7(B)(i)(b) which may be allocated to each Participant’s Basic Match Contribution Account for such Plan Year under this Plan shall not exceed four percent (4%) of the portion of the Participant’s Compensation for such Plan Year that exceeds the dollar limitation on compensation set forth under Section 401(a)(17) of the Internal Revenue Code.

(ii) Time of Allocation. The Basic Match Contribution shall be credited to the Participant’s Basic Match Contribution Account at the same time as the Participant’s Deferral Contributions, to which such Basic Match Contributions relate, are credited to the Participant’s Account.

(iii) Vesting. The Basic Match Contribution Account shall be subject to the vesting schedule set forth in Section 11(A)(iii).

(iv) Limit. Notwithstanding the foregoing, the Basic Match Contribution with respect to any Plan Year for any Participant may not exceed Fifty Thousand Dollars ($50,000).

C. Incremental Match Contributions. For Plan Years beginning on or after January 1, 2004, no Participant shall receive an allocation to his Incremental Match Contribution Account. For Plan Years beginning prior to January 1, 2004, each Participant shall receive an allocation to his Incremental Match Contribution Account in accordance with the following:

(i) For each Plan Year beginning prior to January 1, 2004, each Eligible Participant whose Index Date has occurred during such Plan Year or during a prior Plan Year shall receive an allocation to his Incremental Match Contribution Account for such Plan Year in an amount such that when added to his Basic Match Contribution under Section 7(B)(i) shall equal fifty percent (50%) of the amount of Deferral Contributions allocated to such Eligible Participant under paragraph (A) above for such Plan Year. Notwithstanding the above, the aggregate amount of Incremental Match Contributions which may be allocated to an Eligible Participant’s Incremental Match Contribution Account with respect to a Plan Year may not exceed the multiple of (a) one percent (1%) of the Eligible Participant’s Compensation for such Plan Year, times (b) the number of the Eligible Participant’s Incremental Years as of the last day of the current Plan Year.

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(ii) As a further limitation to the amount of an Eligible Participant’s Basic Match Contributions set forth in Section 7(B)(i) and Incremental Match Contributions, the sum of the Basic Match Contributions set forth in Section 7(B)(i) and the Incremental Match Contributions with respect to any Plan Year may not exceed the lesser of (a) Fifty Thousand Dollars ($50,000) or (b) Fifteen Percent (15%) of the Eligible Participant’s Compensation with respect to such Plan Year.

If the application of these limitations would otherwise result in the reduction of the Incremental Match Contributions to an amount less than zero, such excess reduction shall instead be applied to reduce the Participant’s Basic Match Contributions set forth in Section 7(B)(i).

(iii) The Incremental Match Contributions with respect to a Plan Year shall be credited to the Eligible Participant’s Incremental Match Contribution Account as soon as practicable after the end of such Plan Year.

(iv) The Incremental Match Contribution Account shall be subject to the vesting schedule set forth in Section 11(A)(iv).

(v) If a Participant who incurs a termination of employment is subsequently rehired by a Participating Company, the Participant’s Incremental Years for purposes of computing Incremental Match Contributions and the post-date of hire service for purposes of computing the portion of any Deemed Participation Match Contributions earned by the Participant will be adjusted to exclude the years of the break in service and Years of Service for vesting purposes will be adjusted in accordance with the principles applying to qualified plans under the Internal Revenue Code.

D. Savings Plan Restoration Match Contributions. For Plan Years beginning on or after January 1, 2004, no Participant shall receive an allocation to his Savings Plan Restoration Match Contribution Account. For Plan Years beginning prior to January 1, 2004, each Participant shall receive an allocation to his Savings Plan Restoration Match Contribution Account in accordance with the following:

(i) For Plan Years beginning prior to January 1, 2004, each Eligible Participant whose Salary for such Plan Year is less than the dollar limitation on compensation set forth under Section 401(a)(17) of the Internal Revenue Code but only after taking into account the Eligible Participant’s Deferral Contributions with respect to Salary pursuant to Section 7(A), shall receive an allocation to his Savings Plan Restoration Match Contribution Account for such Plan Year in an amount equal to six percent (6%) of the positive difference, if any, between the amount of his Salary which does not exceed the dollar limitation then in effect under Section 401(a)(17) of the Internal Revenue Code and his Salary after reduction by the amount of his Deferral Contributions with respect to Salary pursuant to Section 7(A).

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(ii) The Savings Plan Restoration Match Contribution Account shall be credited to the Eligible Participant’s Savings Plan Restoration Account as soon as practicable after the end of such Plan Year.

(iii) The Savings Plan Restoration Match Contribution Account shall be subject to the vesting schedule set forth in Section 11(A)(v).

E. Deemed Participation Match Contribution. On January 1, 2000, each Eligible Participant whose Index Date occurred prior to January 1, 2000 and who elected to make a Deferral Contribution for the Plan Year 2000 under the Prior Plan is to receive a ledger account credit for a constructive Deemed Participation Match Contribution with respect to each Plan Year occurring between such Eligible Participant’s Index Date and January 1, 2000 computed as follows:

(i) A determination will be made of the amount of the Basic Match Contributions and the Incremental Match Contributions which would have been allocated to such Eligible Participant’s Accounts with respect to each Plan Year had the Plan been in effect during such Plan Year and had the individual elected the maximum amount of permissible Deferral Contributions with respect to such Plan Year based on the Eligible Participant’s annualized Salary and target Bonus in effect on December 1, 1999. Such determination will include all limitations set forth above in connection with the amount of the Basic Match Contributions and Incremental Match Contributions.

(ii) The above amount will be reduced by an amount equal to the actuarial equivalent computed lump-sum value of the annual accrued benefit which the individual has earned as of the time of the computation of such ledger credit under the terms of any defined benefit retirement-type plan (whether tax-qualified or nonqualified) maintained by any Participating Company. Such computation shall be made by the Administrative Committee utilizing such reasonable methodology as it may develop from time to time in its discretion.

(iii) The above-referenced amount will be considered earned over a fifteen (15) year period in equal portions and each portion will be deemed to accrue on each of the first fifteen (15) anniversaries of the Eligible Participant’s date of hire by the Sponsoring Company or any Affiliated Company beginning with the Plan Year in which the Eligible Participant was

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first hired by the Sponsoring Company or any Affiliated Company. For the portions of the Deemed Participation Match Contribution which are deemed to have accrued in years prior to January 1, 2000, all such portions shall be deemed to have accrued in a lump-sum on January 1, 2000 without interest. After January 1, 2000, the remaining portions of the Deemed Participation Match Contribution, if any, shall be earned as of successive anniversaries of the Eligible Participant’s date of hire throughout the remainder of such fifteen (15)-year period in equal annual amounts computed as periodic payments, discounted at 10% per annum, and such amounts, as earned, shall be credited to the ledger account on December 31 of each such year.

(iv) The accrued balance in the Eligible Participant’s ledger account shall be credited with interest on December 31 of each year at a rate to be determined prospectively and published by the Administrative Committee, in its discretion.

(v) The Deemed Participation Match Contribution shall not actually be made to the Trust but the cumulative amount credited to the Deemed Participation Match Contribution ledger account shall instead be paid directly to the Eligible Participant in a lump sum by the applicable Participating Company if the Eligible Participant terminates employment after attaining his Retirement Date and after having become vested in accordance with Section 11(A)(vi).

(vi) The entitlement of the Eligible Participant to the Deemed Participation Match Contribution shall be subject to the vesting schedule set forth in Section 11(A)(vi).

SECTION 8

DISABILITY BENEFITS

A. Disability Retirement Benefits. If a Participant’s employment terminates by reason of Total and Permanent Disability while in the employ of the Sponsoring Company or an Affiliated Company, his Company Contribution Accounts shall fully vest (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant has terminated employment after satisfying the conditions described in Section 11(A)(vi)), and he shall be entitled to receive benefits equal to the total amount in his Accounts in the Plan (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant has terminated employment after satisfying the conditions described in Section 11(A)(vi)). Such benefits shall be paid at the time and in the manner specified in Section 12.

B. Determination of Disability. The Administrative Committee shall determine whether a Participant has suffered a Total and Permanent Disability and its determination in that respect shall be binding upon the Participant. In making its determination, the Administrative Committee may (i) require the Participant to submit to medical examinations by doctors selected by the Administrative Committee or (ii) rely upon a determination that the Participant is entitled to disability benefits payable under Title II of the Social Security Act, 42 U.S.C. 301 et. seq., or similar subsequent section, as evidenced by a certificate of Social Security Insurance Award. The provisions of this Section 8 shall be uniformly and consistently applied to all Participants.

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SECTION 9

RETIREMENT BENEFITS

If a Participant is employed by the Sponsoring Company or an Affiliated Company on his Retirement Date, his Company Contribution Accounts shall fully vest at that time (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant terminates employment after satisfying the conditions described in Section 11(A)(vi)). If the Participant continues in a Participating Company’s employ after his Retirement Date, he shall continue to be eligible to reduce his Compensation under the Plan and to share in the allocations of Company Contributions under the Plan until his actual retirement. Upon retirement on or after attaining his Retirement Date, a Participant shall be entitled to receive benefits equal to the total amount in his Accounts in the Plan (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant terminates employment after satisfying the conditions described in Section 11(A)(vi)). Such benefits shall be paid at the time and in the manner specified in Section 12.

SECTION 10

DEATH BENEFITS

A. Death Benefits. Upon the death of a Participant who is employed by the Sponsoring Company or an Affiliated Company at the time of his death, such deceased Participant’s Company Contribution Accounts shall fully vest (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant dies after having satisfied the conditions described in Section 11(A)(vi)), and his Beneficiary shall be entitled to receive benefits equal to the total amount in the deceased Participant’s Accounts in the Plan (except for his Deemed Participation Match Contribution Account which will only be paid if the Participant dies after having satisfied the conditions described in Section 11(A)(vi)). Upon the death of a Participant who is not employed by the Sponsoring Company or an Affiliated Company at the time of his death, such deceased Participant’s Beneficiary shall be entitled to receive benefits equal to the vested amount in the deceased Participant’s Accounts in the Plan as determined in accordance with the provisions of Section 11(A). In either event, such benefits shall be paid at the time and in the manner specified in Section 12.

B. Designation of Beneficiaries. Each Participant may designate one or more Beneficiaries and contingent Beneficiaries by delivering a written designation thereof over his signature to the Administrative Committee. A Participant may designate different Beneficiaries at any time by delivering a new written designation over his signature to the Administrative Committee. Any such designation shall become effective only upon its receipt by the Administrative Committee. The last effective designation received by the Administrative Committee shall supersede all prior designations. A designation of a Beneficiary shall be effective only if the designated Beneficiary survives the Participant.

C. Failure of Participant to Designate. If a Participant fails to designate a Beneficiary, or if no designated Beneficiary survives the Participant, the Participant shall be deemed to have designated the Beneficiaries then in effect under the group term life insurance plan of the Sponsoring Company or an Affiliated Company, or, in the absence of any such valid designation, his estate.

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D. Beneficiaries’ Rights. Whenever the rights of a Participant are stated or limited in the Plan, his Beneficiaries shall be bound thereby.

SECTION 11

EMPLOYMENT TERMINATION BENEFITS

A. Vesting Rules.

(i) Vesting of Deferral Contribution Account. A Participant is always vested one hundred percent (100%) in his Deferral Contribution Account.

(ii) Vesting of Company Contribution Accounts in Special Cases. In the event of the termination of employment of a Participant due to death, incurrence of Total and Permanent Disability or after attainment of his Retirement Date or a Change in Control, such Participant shall be entitled to receive one hundred percent (100%) of the amount in his Company Contribution Accounts (other than the Deemed Participation Match Contribution Account which will only be payable if the Participant terminates employment after having satisfied the conditions described in Section 11(A)(vi)).

(iii) Vesting of Basic Match Contribution Account. In the event that the Participant terminates employment for reasons or under circumstances other than those set forth in paragraph (ii) above, the vested status of the Participant’s Basic Match Contribution Account will be based upon a five-year vesting schedule wherein 20% of the balance of the Account will become vested for each Year of Service commencing with the Participant’s initial date of hire with the Sponsoring Company or an Affiliated Company.

(iv) Vesting of Incremental Match Contribution Account. In the event that the Participant terminates employment for reasons or under circumstances other than those set forth in paragraph (ii) above, the vested status of the Participant’s Incremental Match Contribution Account will be based upon a schedule wherein 10% of the balance of the Account will become vested for each Year of Service commencing with the later of (a) the Participant’s initial date of hire with the Sponsoring Company or an Affiliated Company or (b) the Participant’s Index Date.

(v) Vesting of Savings Plan Restoration Match Contribution Account. In the event the Participant terminates employment for reasons or under circumstances other than those set forth in paragraph (ii) above, the vested status of Participant’s Savings Plan Restoration Match Contribution Account will be based upon a five-year vesting schedule wherein 20% of the balance of the Account will become vested for each Year of Service commencing with the Participant’s initial date of hire with the Sponsoring Company or an Affiliated Company.

(vi) Vesting of Deemed Participation Match Contribution Account. A Participant will become vested in his Deemed Participation Match Contribution ledger account on the

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later of (a) his attainment of his Retirement Date or (b) the fifth (5^th) anniversary of the date of such Participant’s initial participation in the Plan. If the Participant terminates employment for any reason prior to such Retirement Date or prior to such fifth (5^th) anniversary, the individual will have no entitlement to receive any payments with respect to his Deemed Participation Match Contribution.

(vii) Termination for Cause. Notwithstanding the above, in the event a Participant’s employment is terminated “for cause” other than a termination which occurs subsequent to a Change in Control, the Participant will not be entitled to receive any payments from the Plan other than a payment relating to his Deferral Contribution Account. For these purposes, the term “for cause” shall mean any of the following in the judgement of the Administrative Committee:

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

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

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

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

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

B. Counting Years of Service. For purposes of this Section 11, all Years of Service (whether or not continuous) shall be taken into account.

C. Forfeiture of Non-Vested Amount. The excess of (i) the amount in the Company Contribution Accounts of a Participant whose termination of employment has occurred, over (ii) the vested amount in such Company Contribution Accounts as determined in accordance with the vesting schedules set forth in Section 11(A) (such difference being referred to herein as the “Non-Vested Amount”) shall be forfeited upon the earlier of (i) the Participant’s receipt of a payment of his total vested Accounts under the Plan or (ii) the second (2^nd) anniversary following his termination of employment.

SECTION 12

PAYMENT OF BENEFITS

A. General.

(i) Payment Provisions. Amounts shall be paid under the Plan in accordance with the following provisions of this Section 12.

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(ii) Permitted Date of Payment. A payment will be considered to be made on the applicable Payment Date if it is made on or as soon as practicable after that date, but in no event later than the end of the calendar year in which such date occurs or, if later, by the 15^th day of the third calendar month following the Payment Date; provided that, except pursuant to a timely filed Distribution Election, a Participant is not permitted, directly or indirectly, to designate the taxable year of the payment.

(iii) Amount of Payment. The amount of a payment with respect to a Participant’s Account balances as of any Payment Date will be determined as of the first Valuation Date occurring on or after that Payment Date; and investment returns on the amount of such payment occurring after that Valuation Date will be disregarded. However, the amount of a payment to be determined as of a Valuation Date in accordance with this paragraph (iii) will be supplemented, where applicable, by a distribution equal to any vested amounts allocated to such Participant’s Accounts after that Valuation Date (but disregarding any adjustment for investment returns after the Valuation Date).

(iv) Deferrals during Year of Termination. For the avoidance of doubt, it is recited that Salary or Bonus amounts that are deferred with respect to any calendar year shall be allocated to the Participant’s Accounts in accordance with the provisions of the Plan and shall be paid in accordance with the terms of the Plan, without regard to whether the Participant’s employment terminates during that year.

(v) Reemployment. For the avoidance of doubt, it is recited that amounts scheduled to be paid on a Payment Date shall not be suspended by reason of a Participant’s reemployment by the Sponsoring Company or an Affiliated Company.

(vi) Disability. If a Participant’s termination of employment is by reason of disability, including by reason of Total and Permanent Disability, the time of payment will be determined without regard to the existence of such disability, provided that this paragraph (vi) shall not affect the application of Section 8 (relating to vesting by reason of Total and Permanent Disability).

(vii) Liability for Taxes. A Participating Company making any payment hereunder shall withhold from the payment any applicable payroll taxes or required income taxes.

(viii) Intervening Event.

(a) If a Participant has elected to receive payment of all or a portion of his vested Account balances in the form of installments beginning on termination of employment, and the Participant dies before complete payment (or before any payment) of those Account balances (regardless of whether the death occurs before or after termination of employment), then notwithstanding the Participant’s election, the Payment Date of the vested Account balances will be accelerated, and payment will be made in a lump sum in accordance with Section 12(D) (relating to payment on death).

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(b) If a Participant has elected to receive payment of all or a portion of his benefits as an in-service withdrawal in the form of a lump sum or installments, and the Participant dies before payment of all such amounts, then notwithstanding the Participant’s election, the Payment Date for all vested Account balances will be accelerated, and payment will be made in a lump sum in accordance with Section 12(D) (relating to payment on death).

(c) If a Participant has elected to receive all or a portion of his benefits as an in-service withdrawal in the form of installments, and the Payment Date for the first payment of such in-service withdrawal occurs before the Participant’s termination of employment, the amounts otherwise to be paid as an in-service withdrawal will continue to be paid in accordance with the applicable in-service withdrawal installment schedule after the Participant’s termination of employment; provided, however, that if the schedule for payment of Plan benefits upon termination of employment (including, if applicable, the schedule as modified by paragraph (a) and (b) above) would result in a faster payment than the otherwise-applicable schedule for the in-service withdrawal, the remaining portion of the Participant’s benefits to be paid as an in-service withdrawal will instead be paid in accordance with the payment schedule applicable to the Participant’s termination of employment.

(d) If a Participant has elected to receive all or a portion of his benefits as an in-service withdrawal in the form of installments, and the Payment Date for the first payment of such in-service withdrawal is after the date of the Participant’s termination of employment, such in-service withdrawal election shall be disregarded, and the amount shall be paid in accordance with Section 12(B), 12(C), or 12(D), whichever is otherwise applicable.

(ix) Payment for Minor Beneficiary. In the event a payment is to be made to a minor, then the Administrative Committee may, in its sole discretion, direct that such payment be made to the legal guardian, or if none, to a parent of such Beneficiary or a responsible adult with whom the Beneficiary maintains his residence, or to the custodian for such Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the laws of the state in which said Beneficiary resides. Such a payment to the legal guardian or parent of a minor Beneficiary shall fully discharge the Participating Company and the Plan from further liability on account thereof.

B. Lump Sum Payment on Termination of Employment. Subject to the provisions of this Section 12, a Participant’s vested Account balances shall be paid in a lump sum on the date his employment terminates, which termination date shall be the Payment Date under this paragraph (B).

C. Installment Payment on Termination of Employment. Subject to the provisions of this Section 12, in lieu of the payment under Section 12(B), a Participant may elect to have his vested Account balances paid in installments commencing on his termination of employment, subject to the following:

(i) Payment Dates. Payments made under this paragraph (C) shall be in the form of annual installments, with the first such installment payment to be made on the date of termination of employment (the “Payment Date” for the first such installment). Subsequent payments shall be made on February 1 of each subsequent calendar year (the “Payment Date” for each such respective installment). For purposes of Treas. Reg. §1.409A-2(b), the entitlement to a series of installment payments is treated as the entitlement to a single payment.

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(ii) Distribution Election. A Participant’s vested Account balances shall be paid in the form of installments under this paragraph (C) only if that form of payment is elected by the Participant by filing a Distribution Election with respect to such Account balances not later than the deadline for filing the Deferral Election for the first allocation under the Plan for any of the Participant’s Accounts or, if later, December 31, 2008. However, to the extent required by applicable guidance issued by the Internal Revenue Service, an election made in any of 2005, 2006, 2007 or 2008 may not have the effect of deferring payment of amounts otherwise payable in the year in which such election is made, and may not have the effect of accelerating the date of payment into the year in which the election is made. Except as otherwise expressly provided in the Plan, the Distribution Election with respect to any amounts may not be modified after the deadline for filing the election with respect to such amounts. If a Participant elects payment in the form of installments, the Distribution Election shall further designate the period of time (either five (5) years or ten (10) years) over which the installments are to be paid. In the absence of properly filed election under this paragraph (C), upon termination of employment, a Participant’s vested Account balances shall be paid in accordance with Section 12(B).

(iii) Eligible Participants. Payment in the form of installments under this paragraph (C) shall be available only if payment is by reason of the Participant’s termination of employment, and only if the Participant has attained age forty-five (45) before his termination of employment. If a Participant who has elected to receive payment of his Account balances in installments in accordance with this paragraph (C) has not attained age forty-five (45) before his termination of employment, payment of those vested Account balances shall be made in a lump sum in accordance with Section 12(B).

(iv) Application of Installment Election. The ability to elect to receive installment payments under this paragraph (C) shall be available only if the election applies to all of the Participant’s Accounts excluding Account balances that are to be withdrawn under Section 12(E) (relating to in-service withdrawals), and such in-service withdrawals shall be paid in accordance with Section 12(E) below, subject to paragraph 12(A)(viii) (relating to intervening events).

(v) Amount of Installments. The amount of each installment paid under this paragraph (C) will equal the result of dividing the Participant’s vested Account balances (determined as of the applicable Payment Date) by the number of installments remaining immediately before the payment, with such determination to be made disregarding the possibility of any acceleration described in Section 12(D) (relating to death); provided however that subject to paragraph 12(A)(viii) (relating to intervening events), the determination of the Account balances to be paid under this paragraph (C) shall exclude Account balances that are to be withdrawn under Section 12(E) (relating to in-service withdrawals).

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(vi) Adjustments to Account Balances. Subject to Section 12(A)(iii) (relating to investment returns), during the period installment payments are being made under this paragraph (C), the remaining balances in the Participant’s vested Accounts shall have the investment return as selected by the Participant, and such amounts shall be credited with earnings or losses, in accordance with the provisions of Section 6.

(vii) Accelerated Cash Out for Small Amounts. Notwithstanding the foregoing provisions of this paragraph (C), if, after termination of employment (including any time after installments commence under this paragraph (C)), as of the Payment Date for any installment under this paragraph (C), the Participant’s Account balances subject to payment under this paragraph (C) are less than Fifty Thousand Dollars ($50,000), then in lieu of receiving any further installments under this paragraph (C), the Participant shall receive a lump sum at the time the installment would otherwise be paid equal to the Participant’s Account balances as of such Valuation Date. For purposes of this paragraph (vii), the value of the Account balances shall be determined as of the applicable Payment Date under Section 12(A)(iii).

D. Death. If a Participant’s termination of employment occurs by reason of death, or if a Participant dies before having received all installments otherwise scheduled to be paid to him under either or both of Section 12(C) or Section 12(E), the Payment Date will be the date of death, and the Participant’s beneficiary determined in accordance with Section 10 will receive a lump sum payment equal to the vested Account balances determined for that Payment Date in accordance with Section 12(A)(iii). Subject to Section 12(A)(ii) (relating to permitted date of payment)), such payment shall be made on the date of death.

E. In-Service Withdrawal. A Participant may elect to receive an in-service withdrawal of amounts credited to the Participant’s Deferral Contribution Account, vested Basic Match Contribution Account or vested Incremental Match Contribution Account, subject to the following:

(i) Distribution Election. An in-service withdrawal of amounts attributable to services performed in a calendar year may be made pursuant to a Distribution Election filed not later than the end of the calendar year before the calendar year in which such services are performed or, if later, December 31, 2008, but in no event later than the filing deadline established by the Administrative Committee. Further, to the extent required by applicable guidance issued by the Internal Revenue Service, an election made in any of 2005, 2006, 2007 or 2008 may not have the effect of deferring payment of amounts otherwise payable in the year in which such election is made, and may not have the effect of accelerating the date of payment into the year in which the election is made. A separate Distribution Election may be made for each Plan Year with respect to all but not less than all of the combination of all Deferral Contributions, Basic Match Contributions and Incremental Match Contributions relating to such Plan Year. Except as otherwise expressly provided in the Plan, a Distribution Election with respect to any amounts may not be modified after the deadline for filing the election with respect to such amounts.

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(ii) Installment Period. An in-service withdrawal may be made in the form of a lump-sum payment, or in the form of annual installments over a two, three, four or five year period as specified in the Distribution Election form.

(iii) Payment Dates. Subject to Section 12(A)(viii) (relating to intervening events), the Payment Date (or, in the case of installments, the Payment Date for the first installment) under this paragraph (E) shall be the January 1 of the year specified in the Participant’s Distribution Election under this paragraph (E), provided that the year specified may be no less than two years after the end of the Plan Year in which the services resulting to such Deferral Contributions and/or Matching Contributions are performed. If payments are made in installments, the Payment Date of each installment will be January 1 of the year of the applicable payment.

(iv) Amount of Installments. If amounts deferred for any Plan Year are to be paid in the form of installments in accordance with this paragraph (E), the amount of each installment will equal the result of dividing the Participant’s vested Account balances deferred for such year (determined as of the applicable Payment Date) by the number of installments remaining immediately before the payment, with such determination to be made disregarding the possibility of any acceleration described in Section 12(D) (relating to death).

(v) Adjustments to Account Balances. Subject to Section 12(A)(iii), during the period installment payments are being made under this paragraph (E), the remaining balances in the Participant’s vested Accounts shall have the investment return as selected by the Participant, and such amounts shall be credited with earnings or losses, in accordance with the provisions of Section 6.

(vi) Accelerated Cashout for Small Amounts. Notwithstanding the foregoing provisions of this paragraph (E), if as of the Payment Date for any installment under this paragraph (E), the Participant’s Account balances subject to payment under this paragraph (E) are less than twenty-five thousand dollars ($25,000), then in lieu of receiving any further installments under this paragraph (E), the Participant shall receive a lump sum at the time the installment would otherwise be paid equal to the Participant’s Account balances as of such Valuation Date. For purposes of this paragraph (vi), the value of the Account balances shall be determined as of the applicable Payment Date. The foregoing $25,000 limit shall be applied separately with respect to the Account balances attributable to any single Plan Year.

F. Unforeseeable Emergency Withdrawals. Unforeseeable emergency withdrawals shall be subject to the following:

(i) Prior to and after his termination of employment, a Participant may request the Administrative Committee to allow withdrawal from the Participant’s undistributed

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vested Accounts in the event of an Unforeseeable Emergency. The Administrative Committee shall determine the Account or Accounts from which the withdrawal is to be made.

(ii) Subject to the definition of “Unforeseeable Emergency” set forth in Section 2, the Administrative Committee can grant or deny a Participant’s request for a hardship withdrawal in its sole discretion and need not be consistent with respect to similarly situated requests.

(iii) Payments because of an unforeseeable emergency are limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the payment). A payment on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, or by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship. However, in making the determination of amounts reasonably necessary to satisfy the emergency need, the Administrative Committee is not required to take into account any additional compensation that is available under another nonqualified deferred compensation plan due to the unforeseeable emergency but has not actually been paid, or that is available due to the unforeseeable emergency under another plan that would provide for deferred compensation except due to the application of the effective date provisions under Treas. Reg. §1.409A-6.

G. Accelerated Payment for Tax Liability. To the extent permitted by the Administrative Committee, amounts credited, or to be credited, to a Participant’s Accounts may be reduced to pay Federal Insurance Contributions Act (FICA) tax imposed under Internal Revenue Code Section 3101, Section 3121(a), and Section 3121(v)(2), on compensation deferred under the plan (the “FICA Amount”), or to pay the income tax at the source on wages imposed under Internal Revenue Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA Amount, and to pay the additional income tax at the source on wages attributable to the pyramiding Internal Revenue Code Section 3401 wages and taxes. However, the total payment under this paragraph (G) must not exceed the aggregate of the FICA Amount, and the income tax withholding related to such FICA Amount.

H. Delayed Payment for Specified Employees. Notwithstanding any other provision of the Plan, if a Participant is a Specified Employee at the time of termination of employment, and payment of benefits under the Plan is by reason of the termination of employment, then amounts may not be paid before the date that is six months after the date of termination of employment or, if earlier, the date of death of the employee. At the end of the six-month period described in the preceding sentence, amounts that could not be paid by reason of the limitation in the preceding sentence shall be paid on the first day of the seventh month following the date of termination of employment; provided that the delay required under this paragraph (H) shall not delay payment of any other amounts otherwise due after the six-month anniversary of the termination of the Participant’s employment.

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I. Subsequent Deferral. Notwithstanding the foregoing provisions of the Plan, to the extent permitted by the Administrative Committee, a Participant may elect to postpone payment of amounts under the Plan, provided that the subsequent deferral satisfies the following requirements:

(i) The subsequent deferral election may not take effect until at least 12 months after the date on which the election is filed and becomes irrevocable.

(ii) In the case of an election related to a payment not described in Treas. Reg. §1.409A–3(a)(2) (relating to payment on account of disability), Treas. Reg. §1.409A–3(a)(3) (relating to payment on account of death), or Treas. Reg. §1.409A–3(a)(6) (relating to payment on account of the occurrence of an unforeseeable emergency), the payment with respect to which such election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been paid (or in the case of installment payments which are treated as a single payment under the Plan, five years from the date the first amount was scheduled to be paid).

(iii) Any election related to a payment described in Treas. Reg. §1.409A–3(a)(4) (relating to payment at a specified time or pursuant to a fixed schedule) be made not less than 12 months before the date the payment is scheduled to be made (or in the case of installment payments which are treated as a single payment under the Plan, 12 months before the date the first amount was scheduled to be paid).

J. Benefits of Persons Who Cannot Be Located. If the Administrative Committee determines in good faith that a Participant or Beneficiary entitled to receive a benefit payment hereunder cannot be located, the Administrative Committee shall nevertheless give written notice to such person of the fact that such benefit payment is payable to him under the Plan. Such written notice shall be given by United States mail to the person entitled to the benefit payment (according to the records of the Plan) at the last known address of such person. In addition, the Administrative Committee shall use such other means as it determines are reasonably available to it in order to ascertain the location of such person. If such Participant or Beneficiary makes no claim for such benefit payment before the earlier of (i) the deadline for payment under Section 409A or (ii) the termination of the Plan, then, subject to limitations of applicable law, the Administrative Committee shall declare a forfeiture of the benefits otherwise payable to such person, provided such person has not yet been located.

SECTION 13

BENEFIT CLAIMS PROCEDURE

A. Claims for Benefits. Any claim for benefits under the Plan shall be made in writing to the Administrative Committee. If such claim for benefits is wholly or partially denied, the Administrative Committee shall, within ninety (90) days after receipt of the claim, notify the Participant or Beneficiary of the denial of the claim. Such notice of denial shall (i) be in writing, (ii) be written in a manner calculated to be understood by the Participant or Beneficiary, and (iii) contain (a) the specific reason or reasons for denial of the claim, (b) a specific reference to the pertinent Plan provisions upon which the denial is based, (c) a description of any additional

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material or information necessary to perfect the claim, along with an explanation of why such material or information is necessary, and (d) an explanation of the claim review procedure as set forth in this Section 13.

B. Request for Review of Denial. Within sixty (60) days after the receipt by a Participant or Beneficiary of a written notice of denial of the claim, or such later time as shall be deemed reasonable taking into account the nature of the benefit subject to the claim and any other attendant circumstances, the Participant or Beneficiary may file a written request with the Administrative Committee that it conduct a full and fair review of the denial of the claim for benefits.

C. Decision on Review of Denial. The Administrative Committee shall deliver to the Participant or Beneficiary a written decision on the claim within sixty (60) days after the receipt of the aforesaid request for review. Such decision shall (i) be written in a manner calculated to be understood by the Participant or Beneficiary, (ii) include the specific reason or reasons for the decision, and (iii) contain a specific reference to the pertinent Plan provisions upon which the decision is based.

SECTION 14

INALIENABILITY OF BENEFITS

The right of any Participant or Beneficiary to any benefit or payment under the Plan shall not be subject to voluntary or involuntary transfer, alienation, or assignment, and, to the fullest extent permitted by law, shall not be subject to attachment, execution, garnishment, sequestration, or other legal or equitable process. In the event a Participant or Beneficiary who is receiving or is entitled to receive benefits under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void.

SECTION 15

AMENDMENT OF THE PLAN

A. Authority to Amend and Terminate. The Sponsoring Company may amend the Plan at any time, and from time to time, with respect to both Participants who are employed by the Sponsoring Company and Participants who are employed by any Participating Company, pursuant to written resolutions of the Board of Directors of the Sponsoring Company or, to the extent it has delegated such authority, pursuant to written resolutions of the Administrative Committee. Notwithstanding the foregoing provisions of this Plan, the Sponsoring Company may provide for payment of some or all of the Accounts established in connection with the Plan if legal counsel for the Sponsoring Company renders a written opinion that such payment is required to enable the Plan to qualify for exemption from the requirements of Parts 2-4 of Title I of ERISA or as otherwise required by applicable law. No such amendment, however, shall either: (I) have the effect of reducing any then nonforfeitable percentage of benefits of any Participant as computed in accordance with the vesting schedule under Section 11(A); or (ii) have the effect of causing an acceleration or other payment that would otherwise result in the application of penalties under Section 409A.

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B. Prior Plan. An amendment or termination that is adopted after the Effective Date will apply to the Prior Plan only if such amendment or termination expressly provides that it applies to the Prior Plan.

C. Successors. The Sponsoring Company (including a successor to the Company) may, without the consent of any other person:

(i) Assignment By Sponsoring Company. Assign its rights and obligations under the Plan or assign the rights and obligations of any other Participating Company under the Plan to any Related Company.

(ii) Assignment in Transaction. Assign its rights and obligations with respect to one or more Participants under the Plan to any person acquiring, whether by merger, consolidation, purchase of assets or otherwise (a “Transaction”), all or substantially all of the assets and business of the Sponsoring Company or any Related Company, all or substantially all of the stock of any Related Company, or all or substantially all of the assets and business of a division or business unit of the Sponsoring Company or a Related Company (a “Successor”); provided that such Successor employs such Participant after the transaction, the business acquired by the Successor employed the Participant before the Transaction, or the Participant provided services to such business before the Transaction.

(iii) The Sponsoring Company will require any assignee (pursuant to paragraph (i) above) or Successor (pursuant to paragraph (ii) above) to assume and agree to perform the Plan in the same manner and to the same extent that the Sponsoring Company or Related Company (including a successor to the Sponsoring Company or Related Company), as applicable, would be required to perform it if no such assignment or succession had taken place; and after such assignment, the Sponsoring Company or Related Company or successor assigning the rights and obligations under the Plan shall have no further rights or obligations with respect to the assigned rights and obligations. The ability to assign rights and obligations under paragraph (ii) above will be applicable with respect to any Participant only if, as a result of the transaction described in paragraph (ii) above, the Participant is not, at the end of the 30-day period following the transaction, employed by the Sponsoring Company or an entity that is then a Related Company.

SECTION 16

PERMANENCY OF THE PLAN

A. Right of Termination. The Sponsoring Company reserves the right to terminate the Plan with respect to any and all the Participating Companies.

B. Termination Procedure. If the Board of Directors of the Sponsoring Company determines to terminate the Plan completely with respect to any or all Participating Companies, the Plan shall be terminated with respect to such Participating Company as of the date specified in resolutions of such Board of Directors of the Sponsoring Company delivered to the Administrative Committee. Upon such termination or partial termination of the Plan, after payment of all expenses and proportional adjustment of the Accounts of the Participants affected

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by such termination to reflect expenses, profits or losses, and allocations of any previously unallocated amounts to the date of termination, the Participants affected by such termination shall be entitled to receive the vested amounts then credited to their respective Accounts in the Plan. The Administrative Committee shall make payment of such amounts in cash. No such amendment, however, shall have the effect of causing an acceleration or other payment that would otherwise result in accelerated recognition of income or imposition of additional tax under Section 409A.

C. Vesting on Termination. Upon the termination or partial termination of the Plan, the right of each Participant affected by such termination to the vested amount credited to his Accounts at such time shall be nonforfeitable without reference to any formal action on the part of the Administrative Committee or the Participating Company employing such Participant.

SECTION 17

STATUS OF EMPLOYMENT RELATIONS

The adoption and maintenance of the Plan shall not be deemed to constitute a contract between any Participating Company and its Employees or to be consideration for, or an inducement or condition of, the employment of any person. Nothing herein contained shall be deemed (i) to give to any Employee the right to be retained in the employ of a Participating Company; (ii) to affect the right of a Participating Company to discipline or discharge any Employee at any time; (iii) to give a Participating Company the right to require any Employee to remain in its employ; (iv) to affect any Employee’s right to terminate his employment at any time; or (v) to confer the right to receive any Compensation in any form.

SECTION 18

FUNDING

No assets of the Participating Companies shall be set aside, earmarked or placed in trust or escrow for the benefit of any Participant to fund any obligation of any Participating Company which may exist under this Plan; provided, however, that the Sponsoring Company shall establish a grantor trust designated as the “Chiquita Brands International, Inc. Capital Accumulation Plan Trust” to hold assets to secure the obligations to the Participants under this Plan (except for Deemed Participation Match Contribution) provided that neither the establishment nor the maintenance of the Trust results in the Plan being “funded” for purposes of the Internal Revenue Code. Except to the extent provided through the Trust, all payments to a Participant or Beneficiary under this Plan shall be made out of the general revenue of the Sponsoring Company or the Participating Company which employed the Participant to which such benefits were attributable, and the right to such payments by the Participant or Beneficiary shall be solely that of an unsecured general creditor of the Sponsoring Company and the relevant Participating Company. If the Sponsoring Company or other Participating Company makes a direct payment of a benefit to a Participant or Beneficiary, it shall be entitled to reimbursement for such amount from the Trust.

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SECTION 19

APPLICABLE LAW

The Plan shall be construed, regulated, interpreted and administered under and in accordance with the laws of the State of Ohio, to the extent not preempted by ERISA.

SECTION 20

ADOPTION OF PLAN BY AFFILIATED COMPANIES

Any Affiliated Company, whether or not presently existing, may be designated by the Administrative Committee of the Sponsoring Company as a Participating Company under this Plan and a party to any trust established in connection with the Plan. Any such Affiliated Company which is deemed to have adopted the Plan pursuant to action taken by the Administrative Committee of the Sponsoring Company as provided above shall thereafter be included within the meaning of the term “Participating Company” when used in the Plan.

SECTION 21

PAYMENT UNDER BONUS ARRANGEMENTS

Payments under a bonus arrangement established or maintained by a Sponsoring Company or a Related Company attributable to any Performance Period shall be paid on the 15th day of the third month following the end of the first calendar year in which the right to the payment is no longer subject to a substantial risk of forfeiture determined in accordance with Treas. Reg. §1.409A-1(d); provided, however, that the foregoing provisions of this Section 21 shall not apply to the extent otherwise provided in any documents governing such bonus arrangement, and except to the extent that payment of amounts attributable to such bonuses are deferred under the foregoing provisions of this Plan or under any other plan or arrangement document.

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EX-10.4

Exhibit 10.4

CHIQUITA STOCK AND INCENTIVE PLAN

(Adopted March 19, 2002, as amended through July 8, 2008)

CHIQUITA STOCK AND INCENTIVE PLAN

SECTION I.

PURPOSE

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

SECTION II.

DEFINITIONS

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

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

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

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

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

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

2.6 “Board” means the Board of Directors of the Company.

2.7 “Cause” means, unless otherwise defined in an Award Agreement, a Participant’s engaging in any of the following acts:

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

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

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

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

(v) any serious violation of a policy of the Company or a Subsidiary that is materially damaging to the interests of the Company or Subsidiary.

2.8 “Change in Control” means the occurrence after the Effective Date of any of the following events:

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

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

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

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2.9 “Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder. References to any particular section of the Code include references to any successor amendments or replacements of such section.

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

2.11 “Common Stock” means the Company’s Common Stock, par value $.01 per share, and any successor security.

2.12 “Company” means Chiquita Brands International, Inc.

2.13 “Designated Payment Date” has the meaning set forth in Section 8.2(a).

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

2.15 “Disability” means (i) a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code as determined by the Committee in good faith upon receipt of medical advice from one or more individuals, selected by the Committee, who are qualified to give professional medical advice, or (ii) in the case of an Employee, a disability that qualifies as a long-term disability under the Company’s or a Subsidiary’s Long Term Disability insurance, or (iii) any other definition of disability set forth in an Award Agreement.

2.16 “Effective Date” means March 19, 2002.

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

2.18 “Employee” means (i) any officer or employee of the Company or a Subsidiary (including those employees on military leave, sick leave, or other bona fide leave of absence approved by the Company or a Subsidiary) or (ii) any person who has received and accepted an offer of employment from the Company or a Subsidiary.

2.19 “Exchange Act” means the Securities Exchange Act of 1934.

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

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2.21 “Fair Market Value” means, as of any date, the closing price of a Share on a specified date as reported on the New York Stock Exchange Composite Tape (or such other consolidated transaction reporting system on which the Shares are primarily traded) or, if the Shares were not traded on such day, then the next preceding day on which the Shares were traded, all as reported by such source as the Committee may select. If the Shares are not traded on a national securities exchange or other market system, Fair Market Value shall be determined by the Committee in accordance with Section 409A of the Code.

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

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

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

2.25 “Officer” means a person who has been determined to be an officer of the Company under Rule 16a-1(f) in a resolution adopted by the Board.

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

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

2.28 “Performance Award” means an Award granted pursuant to Section IX.

2.29 “Performance-Based Compensation” means compensation intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code and the Treasury Regulations thereunder.

2.30 “Performance Measures” means any one or more of the following, as selected by the Committee and applied to the Company as a whole or individual units thereof, and measured either absolutely or relative to a designated group of comparable companies: (i) earnings before interest, taxes, depreciation, and amortization (“EBITDA”); (ii) appreciation in the Fair Market Value, book value or other measure of value of the Common Stock; (iii) cash flow; (iv) earnings (including, without limitation, earnings per share); (v) return on equity; (vi) return on investment; (vii) total stockholder

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return; (viii) return on capital; (ix) return on assets or net assets; (x) revenue; (xi) income (including, without limitation, net income); (xii) operating income (including, without limitation, net operating income); (xiii) operating profit (including, without limitation, net operating profit); (xiv) operating margin; (xv) return on operating revenue; and (xvi) market share.

2.31 “Reference Price” with respect to a SAR means a dollar amount determined by the Committee at the time of Grant.

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

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

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

2.35 “Retirement” means an Employee’s or Director’s Separation from Service (in each case other than by reason of death or Disability or for Cause) on or after (i) attainment of age 65 or (ii) attainment of age 55 with 10 years of employment with, or service on the Board of, the Company or a Subsidiary.

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

2.37 “Separation from Service” or “Separates from Service” has the meaning ascribed to such term in Section 409A of the Code.

2.38 “Share” means one share of the Company’s Common Stock.

2.39 “Short-term Deferral Deadline” means the last day on which a payment or the delivery of Shares would qualify as a short-term deferral under Treasury Regulation § 1.409A-1(b)(4). A payment or delivery of Shares that occurs no later of the 15th day of the third month following the Participant’s first taxable year in which an Award is no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code) or the 15th day of the third month following the end of the Company’s first taxable year in which an Award is no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code) generally qualifies as a short-term deferral.

2.40 “Specified Employee Delayed Payment Date” has the meaning set forth in Section 8.2(a).

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2.41 “Stock Appreciation Right” or “SAR” means the right to receive, for each unit of the SAR, an amount of cash, a number of Shares or a combination thereof equal in value to, the excess of the Fair Market Value of one Share on the date of exercise of the SAR over the Reference Price of the SAR.

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

2.43 “Subsidiary” means, with respect to grants of Awards (other than Incentive Stock Options), any entity directly or indirectly controlled by the Company or any entity, including an acquired entity, in which the Company has a controlling interest (as defined in Treasury Regulation § 1.409A-1(b)(5)(iii)), as determined by the Committee, in its sole discretion, provided such entity is considered a service recipient (within the meaning of Section 409A) that may be aggregated with the Company.

With respect to grants of Incentive Stock Options, the term “Subsidiary” means any corporation and any other entity considered a subsidiary as defined in Section 424(f) of the Code.

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

2.45 “Unrestricted Stock Award” means an Award granted pursuant to Section 8.3.

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

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SECTION III.

ADMINISTRATION

3.1 The Committee. This Plan shall be administered and interpreted by the Committee. Except as provided in Section 3.4, any function of the Committee also may be performed by the Board. Actions of the Committee may be taken by a majority of its members at a meeting or by the unanimous written consent of all of its members without a meeting.

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

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

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

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

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

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

(vi) to modify or waive any restrictions, contingencies or limitations contained in, and grant extensions to the terms or exercise periods of, or accelerate the vesting of, any outstanding Awards, as long as such modifications, waivers, extensions or accelerations would not either cause the Award to be treated as the granting of a new Award or an extension of the Award under Code Section 409A that is not exempt from, or compliant with, the requirements of Section 409A or be inconsistent with the terms of the Plan, but no such changes shall impair the rights of any Participant without his or her consent unless required by law or integrally related to a requirement of law.

3.3 Guidelines. The Committee will have the authority and discretion to interpret the Plan and any Awards granted under the Plan, to establish, amend, and

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rescind any rules and regulations relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any related Award Agreement in the manner and to the extent it deems necessary to carry the Plan into effect.

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

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

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

SECTION IV.

SHARES SUBJECT TO PLAN

4.1 Shares Available for Issuance of Awards. Subject to adjustment as provided in Section 4.4, the aggregate number of Shares which may be issued under this Plan shall not exceed 9,425,926 Shares. As determined from time to time by the Committee, the Shares available under this Plan for grants of Awards may consist either in whole or in part of authorized but unissued Shares or Shares which have been reacquired by the Company following original issuance. The aggregate number of Stock Appreciation Right units granted under this Plan shall not exceed 500,000, and the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall be 9,425,926.

4.2 Maximum Awards Per Participant. The number of shares covered by Options, together with the number of SAR units, granted to any one individual shall not exceed 2,000,000 during any one calendar-year period.

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No more than 500,000 Shares of Common Stock may be issued in payment of Performance Awards denominated in Shares of Common Stock, and no more than $5,000,000 in cash (or Fair Market Value if paid in Shares of Common Stock) may be paid pursuant to Performance Awards denominated in dollars, granted in each case to any one individual during any one calendar-year period that are intended to be Performance-Based Compensation. If delivery of Shares earned under a Performance Award is delayed, any additional Shares attributable to dividends paid during such period of delayed delivery shall be disregarded for purposes of this paragraph.

4.3 Re-Use of Shares. If any Award granted under this Plan shall expire, terminate or be forfeited or canceled for any reason before it has vested or been exercised in full, the number of unissued or undelivered Shares subject to such Award shall again be available for future grants. The Committee may make such other determinations regarding the counting of Shares issued pursuant to this Plan as it deems necessary or advisable, provided that such determinations shall be permitted by law. Notwithstanding the foregoing, Shares that are tendered to or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any Shares tendered to or withheld by the Company to satisfy the tax withholding obligations related to any Award, shall not be available for subsequent Awards under the Plan. In addition, a SAR settled in Shares of Common Stock shall be considered settled in full against the number of Shares available for award.

4.4 Adjustment Provisions.

(a) Adjustment for Change in Capitalization. If the Company shall at any time change the number of issued Shares without new consideration to the Company (such as by stock dividend, stock split, recapitalization, reorganization, exchange of shares, liquidation, combination or other change in corporate structure affecting the Shares) or make a distribution to shareholders of cash or property which, has an impact on the value of outstanding Shares, then the numbers of Shares and SAR units specified in Sections 4.1 and 4.2, the specified or fixed numbers of Shares or SAR units covered by each outstanding Award, and, if applicable, the Option Price, Reference Price, or performance goals for each outstanding Award shall be proportionately adjusted; provided that (i) any adjustments made in the number of Shares with respect to which Incentive Stock Options may be or have been granted shall be made in accordance with Code Section 424, (ii) the numbers of Shares or SAR units covered by each outstanding Award shall be made in accordance with Section 409A of the Code, and (iii) fractions of a Share will not be issued but either will be replaced by a cash payment equal to Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee.

(b) Other Equitable Adjustments. Notwithstanding any other provision of the Plan, and without affecting the number of Shares or SAR units reserved or available hereunder, the Committee may authorize the issuance, continuation or assumption of Awards or provide for equitable adjustments or changes in the terms of Awards, in connection with any merger, consolidation, sale of assets, acquisition of property or

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stock, recapitalization, reorganization or similar occurrence in which the Company is the continuing or surviving corporation, upon such terms and conditions as it may deem equitable and appropriate; provided, that the numbers and types of Shares or SAR units covered by each outstanding Award shall be made in accordance with Section 409A of the Code.

SECTION V.

CHANGE IN CONTROL; MERGER, CONSOLIDATION, ETC.

5.1 Effect of Change in Control On Outstanding Awards. In the event of, and upon a Change in Control, all Awards outstanding on the date of such Change in Control shall become fully (100%) Vested.

5.2 Separation from Service After Change in Control. In the event that an Employee has a Separation from Service as a result of the Company or a Subsidiary terminating such Employee’s service for any reason other than for Cause within one (1) year after a Change in Control, all of the outstanding Vested Stock Options and SARs held by such Employee on the date of Separation from Service shall be exercisable for a period ending on the earlier to occur of the first anniversary of the date of Separation from Service or the respective Expiration Dates of such Stock Options and SARs.

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

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effect and (b) to the extent that any Award shall have Vested solely by operation of this Section 5.3, such Vesting shall be deemed annulled and of no force or effect and the Vesting provisions of such Award shall be reinstated.

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

SECTION VI.

EFFECTIVE DATE AND DURATION OF PLAN

6.1 Effective Date. This Plan was originally effective on the Effective Date. This amended Plan was adopted by the Board of Directors on April 6, 2006 and shall be effective, as amended, as of such date, except that the amendment approved by the Board of Directors increasing the maximum aggregated number of Shares available for issuance under the Plan (including issuance through Incentive Stock Options) from 5,925,926 shares to 9,425,926 shares shall become effective only upon its approval by the shareholders of the Company at the 2006 Annual Meeting.

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

SECTION VII.

STOCK OPTIONS

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

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

(a) Option Price. The Option Price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant, except that in no event shall the Option Price be less than 100% of Fair Market Value on the Grant Date.

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

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

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

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

(f) Non-Transferability of Options. Stock Options shall be Transferable only to the extent provided in Section 13.3 of this Plan.

(g) Termination. Stock Options shall terminate in accordance with Section XI of this Plan.

(h) No Right to Defer. In no event shall a Stock Option awarded under this Plan include any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of the Stock Option under Treas. Reg. § 1.83-7, or the time the Shares acquired pursuant to the exercise of the Stock Option first become substantially vested (as defined in Treas. Reg. § 1.83-3(b)).

(i) Fixed Number of Shares. The number of Shares subject to a Stock Option shall be fixed on the Grant Date.

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

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

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(b) Ten Percent Shareholder. An Incentive Stock Option shall not be awarded to any person who, at the time of the Award, owns or is deemed to own (by reason of attribution rules of Section 424(d) of the Code) Shares possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its parent corporation (as defined in Section 424(e) of the Code), if any, and its subsidiary corporations (as defined in Section 424(f) of the Code).

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

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

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

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

(b) Grant Date. The Replacement Option Grant Date will be the date of the exercise of the original Option.

(c) Option Price. The Option Price per share of Common Stock purchasable under a Replacement Option shall be determined by the Committee at the time of grant, except that in no event shall the Option Price be less than 100% of Fair Market Value on the Replacement Option Grant Date.

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

(e) Term. The Term of the Replacement Option will not extend beyond the Term of the original Option to which the Replacement Option relates.

(f) Non-Qualified. The Replacement Option shall be a Non-Qualified Stock Option.

SECTION VIII.

RESTRICTED AND UNRESTRICTED STOCK AWARDS

8.1 Grants of Restricted Stock Awards. The Committee may, in its discretion, grant one or more Restricted Stock Awards to any Eligible Person. Each Restricted Stock Award shall specify the number of Shares to be issued to the Participant, the date of such issuance, the price, if any, to be paid for such Shares by the Participant and the restrictions imposed on such Shares. The Committee may grant Awards of Restricted Stock subject to the attainment of specified performance goals, continued employment or such other limitations or restrictions as the Committee may determine. Such conditions may, but need not, be conditions that cause the Award to be treated as subject to a substantial risk of forfeiture (within the meaning of Sections 83 or 409A of the Code).

8.2 Terms and Conditions of Restricted Awards. Restricted Stock Awards shall be subject to the following provisions:

(a) Issuance of Shares. Shares of Restricted Stock may be issued immediately upon grant or upon vesting, as determined by the Committee. If Shares are to be issued upon vesting, such Shares shall be delivered on or before the Short-term Deferral Deadline, except that Shares that vest on account of the Participant’s Separation from Service by reason of Retirement in accordance with Section 11.1(a) shall be delivered on the first payroll date following the date of Separation from Service (the “Designated Payment Date”). If the Shares cannot be delivered on the Designated Payment Date because it is administratively impracticable, the Shares will be delivered as soon as administratively practicable, but in no event later than a date within the same taxable year of the Participant as the Designated Payment Date or, if later, by the 15th day of the third calendar month following the Designated Payment Date; provided, however, that the Participant shall not be permitted, directly or indirectly, to designate the taxable year of delivery of the Shares. Notwithstanding the forgoing, (i) if it is reasonably determined that Section 409A of the Code will result in the imposition of additional tax on account of the delivery of the Shares before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) (relating to the required delay in payment to a specified employee pursuant to a Separation from Service), such delivery will in lieu thereof be made on the date that is six (6) months and one (1) day following

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the date of the Participant’s Separation from Service (or, if earlier, the date of death of the Participant) (the “Specified Employee Delayed Payment Date”), and (ii) a Participant may defer delivery of the Shares subject to a Restricted Stock Award to a date or dates after the Restricted Stock Award is no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code) if the terms of the Restricted Stock Award and any deferral election comply with the requirements of Section 409A of the Code. A Participant shall be a “specified employee” for purposes of this Plan if he or she is a specified employee as such term is defined in Treas. Reg. §1.409A-1(i) and in accordance with such rules as may be established by the Committee (including its delegate) from time to time.

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

(c) Shareholder Rights. Participants receiving Restricted Stock Awards that provide for issuance of the Shares upon vesting (including Shares that vest on account of the Participant’s Separation from Service by reason of Retirement in accordance with Section 11.1(a)) shall not be entitled to dividend or voting rights in respect of any such Shares until they are fully vested and issued.

8.3 Unrestricted Stock Awards. The Committee may make Awards of unrestricted Common Stock to (i) Eligible Persons in recognition of outstanding achievements or contributions by such persons or (ii) Directors for service on the Board. Unrestricted Shares issued under this Section 8.3 may be issued for no cash consideration. In the event an Unrestricted Stock Award is granted, the Shares subject to such Award shall be issued immediately upon (or as promptly as is administratively practicable after) grant; provided that a Participant may defer delivery of the Shares subject to an Unrestricted Stock Award to a later date or dates if the terms of the Unrestricted Stock Award and any deferral election comply with the requirements of Section 409A of the Code.

SECTION IX.

PERFORMANCE AWARDS

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

(a) Grant. A Performance Award shall consist of the right to receive either (i) Common Stock or cash of an equivalent value, or a combination of both, at the

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end of a specified Performance Period (defined below) or (ii) a fixed-dollar amount payable in cash or Shares, or a combination of both, at the end of a specified Performance Period. The Committee shall determine the Eligible Persons to whom and the time or times at which Performance Awards shall be granted, the number of Shares or the amount of cash to be awarded to any person, the duration of the period (the “Performance Period”) during which, and the conditions under which, a Participant’s Performance Award will vest, and the other terms and conditions of the Performance Award in addition to those set forth in Section 9.2.

(b) Performance Criteria and Performance-Based Compensation. The Committee shall designate any Performance Award granted to a Participant that is intended to be Performance-Based Compensation. Any Performance Award designated as intended to be Performance-Based Compensation shall be conditioned on the achievement of one or more objective performance goals, based on one or more Performance Measures, to the extent required by Code Section 162(m). Any Performance Award under this Section 9.1 not designated as intended to be Performance-Based Compensation may be conditioned on such performance goals, factors, or criteria as the Committee shall determine. Such conditions may, but need not, be conditions that cause the Performance Award to be treated as subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code).

9.2 Terms and Conditions of Performance Awards. Performance Awards granted pursuant to this Section IX shall be subject to the following terms and conditions:

(a) Shareholder Rights. A Participant receiving a Performance Award shall not be entitled to dividend or voting rights in respect of the Shares covered by the Performance Award until the Award has vested in whole or part and any Shares earned have been issued.

(b) Payment. Subject to the provisions of the Award Agreement and this Plan, at the expiration of the Performance Period, share certificates, cash or both (as the Committee may determine) shall be delivered to the Participant, or his or her legal representative or guardian, in a number or an amount equal to the vested portion of the Performance Award. In no event shall the shares certificates, cash or both be delivered later than the Short-term Deferral Deadline, except that shares certificates, cash or both that are payable on account of the Participant’s Separation from Service by reason of Retirement in accordance with Section 11.1(a) shall be delivered on the Designated Payment Date unless it is reasonably determined that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i), in which case such payment will be made on the Specified Employee Delayed Payment Date; provided that a Participant may defer payment under a Performance Award to a date or dates after the Performance Award is no longer subject to a substantial risk of forfeiture if the terms of the Performance Award and any deferral election comply with the requirements of Section 409A of the Code.

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(c) Non-Transferability. Performance Awards shall not be Transferable except in accordance with the provisions of Section 13.3 of this Plan.

(d) Termination of Employment. Subject to the applicable provisions of the Award Agreement and this Plan, upon a Participant’s Separation from Service for any reason during the Performance Period for a given Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee.

SECTION X.

STOCK APPRECIATION RIGHTS

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

10.2 Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights granted pursuant to this Section X shall be subject to the following terms and conditions:

(a) Reference Price. The Reference Price per Share unit subject to a SAR shall be determined by the Committee at the time of grant, except that in no event shall the Reference Price be less than 100% of Fair Market Value on the Award Date.

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

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

(d) Distribution. The Committee shall determine in its sole discretion, at or after the Award Date, whether Shares, cash or a combination thereof shall be delivered to the holder upon exercise of a SAR. Shares so delivered shall be valued at their Fair Market Value on the date of the SAR’s exercise.

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(e) Non-Transferability and Termination. SARs shall be Transferable only to the extent provided in Section 13.3 of this Plan and shall terminate in accordance with Section XI of this Plan.

(f) No Right to Defer. In no event shall a SAR awarded under this Plan include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the SAR.

(g) Fixed Number of Shares. The number of Shares subject to a SAR shall be fixed on the Award Date.

SECTION XI.

TERMINATION OF AWARDS

11.1 Termination of Awards to Employees and Directors. Subject to the provisions of Section 11.3, all Awards issued to Employees and Directors under this Plan shall terminate as follows:

(a) Termination by Death, Disability or Retirement. Unless otherwise determined by the Committee at the time of grant, if such a Participant Separates from Service by reason of his or her death, Disability or Retirement, any Awards held by the Participant shall become fully Vested and, in the case of Stock Options and SARs, may thereafter be exercised by the Participant or by the Participant’s beneficiary or legal representative for a period of three (3) years (or such longer period as the Committee may specify at or after grant, which period may not exceed the 10th anniversary of the original date of grant of the Stock Option or SAR) after the date of such Separation from Service or until the expiration of the stated term of such Award, whichever period is shorter.

(b) Termination For Cause. If such a Participant Separates from Service for Cause, or if after such separation the Participant engages in any act which would have warranted a Separation from Service for Cause, the Participant shall forfeit all of his or her rights to any outstanding Awards which have not been exercised and all of such unexercised Awards shall terminate upon the earlier to occur of the date of Separation from Service or the date upon which the Participant has engaged in any of the conduct described as justifying such a separation for Cause.

(c) Other Termination. Unless otherwise determined by the Committee at the time of grant, if such a Participant Separates from Service for any reason other than death, Disability, Retirement or Cause, all of the Participant’s Vested or otherwise exercisable Stock Options and SARs will terminate on the earlier to occur of the stated expiration date of the Awards or ninety (90) calendar days after such Separation from Service. If a Participant dies during the ninety (90) day period following the Separation from Service, any unexercised Award held by the Participant shall be exercisable, to the full extent that such Award was exercisable at the time of death, for a period of one (1) year from the date of death or until the expiration of the stated term of the Award, whichever occurs first.

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11.2 Awards to Advisors. An Award granted to an Advisor shall terminate as provided in the Award Agreement.

11.3 Acceleration of Vesting Upon Termination. Upon a Participant’s Separation from Service, excluding, however, any Participant who has been terminated for Cause, either the Committee or, unless the Committee determines otherwise, the Chief Executive Officer may, in its or his sole discretion:

(a) Accelerate the Vesting of, or otherwise cause to be exercisable or free of restrictions, all or part of any Awards held by the Participant so that such Awards will be fully or partially exercisable as of the date of Separation from Service or such other date as the Committee or Chief Executive Officer may choose; and

(b) Extend the exercise period of all or part of any Stock Options and SARs held by the Participant for up to five years from the date of termination (whether such termination was because of death, Disability, Retirement or otherwise), but in no event longer than the earlier of the original expiration date of such Award or the 10th anniversary of the original date of grant of the Stock Option or SAR;

provided, however, that (i) no person or entity other than the Committee shall have the authority or discretion to accelerate the Vesting of, otherwise cause to be exercisable or free of restrictions or conditions, or extend the exercise period of, any Award granted to an Officer or Director of the Company, and (ii) such acceleration, waiver, or extension shall not cause the Award to be treated as the granting of a new Award or an extension of the Award under Section 409A of the Code that is not exempt from, or compliant with, the requirements of Section 409A.

11.4 Repricing, Exchange and Repurchase of Awards. Notwithstanding any other provisions of this Plan, without shareholder approval and the consent of each affected Participant, this Plan does not permit (i) any decrease in the Exercise Price, Reference Price or other purchase price of an Award or any other decrease in the pricing of an outstanding Award, (ii) the issuance of any substitute Option or SAR with a lower Exercise Price or Reference Price than an existing Option or SAR which is forfeited or cancelled in exchange for the substitute Option or SAR, or (iii) the repurchase by the Company of any Option or SAR with an Exercise Price or Reference Price above Fair Market Value at the time of such repurchase. Additionally, in no event shall any offer to reprice, exchange or repurchase an Award cause the original Award, the newly granted Award or the consideration to be paid upon repurchase to be treated as the granting of a new award under Section 409A of the Code that is not exempt from, or compliant with, the requirements of Section 409A.

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SECTION XII.

TERMINATION OR AMENDMENT OF THIS PLAN

12.1 Termination or Amendment. The Board may at any time, amend, in whole or in part, any or all of the provisions of this Plan, or suspend or terminate it entirely; provided, however, that, unless otherwise required by law or integrally related to a requirement of law, the rights of a Participant with respect to any Awards granted prior to such amendment, suspension or termination may not be impaired without the consent of such Participant. In addition, no amendment may be made without first obtaining shareholder approval if such amendment would increase the maximum number of Shares or amount of cash which may be granted to any individual Participant, or increase the total number of Shares available for issuance under this Plan, or if such approval is required pursuant to applicable requirements of the Code, the Exchange Act or the listing requirements of any stock exchange on which the Common Stock is traded. Notwithstanding anything in this Plan to the contrary, the Board, in its discretion, may amend the Plan or any Award to cause the Plan and such Award to remain beyond the scope of the types of compensatory arrangements that are subject to the requirements of Section 409A of the Code or to otherwise comply with the requirements of Section 409A.

SECTION XIII.

GENERAL PROVISIONS

13.1 No Right to Continued Employment. The adoption of this Plan and the granting of Awards hereunder shall not confer upon any Employee the right to continued employment nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any Employee at any time.

13.2 Awards to Persons Outside the United States. To the extent necessary or appropriate to comply with foreign law or practice, the Committee may, without amending this Plan: (i) establish special rules applicable to Awards granted to Eligible Persons who are either or both foreign nationals or employed outside the United States, including rules that differ from those set forth in this Plan, and (ii) grant Awards to such Eligible Persons in accordance with those rules; provided that such special rules and provisions of the Award Agreements evidencing such Awards do not cause the Plan or such Awards to be considered to be compensatory arrangements subject to the requirements of Section 409A of the Code in violation of the exemption for foreign arrangements contained in any guidance issued thereunder.

13.3 Non-Transferability of Awards. Except as provided in the following sentence, no Award or benefit payable under this Plan shall be Transferable by the Participant during his or her lifetime, nor may it be assigned, exchanged, pledged, transferred or otherwise encumbered or disposed of except by will or the laws of descent

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and distribution; and no Award shall be exercisable by anyone other than the Participant or the Participant’s guardian or legal representative during such Participant’s lifetime. The Committee may in its sole discretion, at the time of grant, permit a Participant to transfer a Non-Qualified Stock Option, SAR, Restricted Stock Award or Performance Award for no consideration to a member of, or for the benefit of, the Participant’s Immediate Family (including, without limitation, to a trust in which members of the Immediate Family have more than a 50% beneficial interest, to a partnership or limited liability company for one or more members of the Immediate Family, or to a foundation in which members of the Immediate Family hold more than 50% of the voting interests), subject to such limits as the Committee may establish and so long as the transferee remains subject to all the terms and conditions applicable to such Award. The following shall be considered transfers for no consideration: (i) a transfer under a domestic relations order in settlement of marital property rights; and (ii) a transfer to an entity in which more than 50% of the voting interests are owned by the Participant or members of the Immediate Family, in exchange for an interest in that entity.

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

13.5 Unfunded Plan. For purposes of the Employee Retirement Income Security Act of 1974, this Plan is intended to constitute an unfunded plan of incentive compensation, and it is not intended to provide retirement income, to result in a deferral of income for periods extending to the termination of employment or beyond, or to provide welfare benefits. This Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. This Plan shall not establish any fiduciary relationship between the Company or any of its Subsidiaries and any Participant or any other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights shall be no greater than the rights of an unsecured general creditor of the Company.

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

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bonus or any other payment due to the Participant the amount necessary to satisfy any outstanding tax obligations related to the grant or exercise of any Award granted pursuant to this Plan.

13.7 Reimbursement of Taxes. The Committee may provide in its discretion that the Company or a Subsidiary may reimburse a Participant for Federal, state, local and foreign tax obligations incurred as a result of the grant or exercise of an Award issued under this Plan. In no event shall such reimbursement occur later than the Short-term Deferral Deadline.

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

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

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

13.11 Transactions Involving Common Stock. Under no circumstances shall the Shares issued under this Plan include or be subject to a permanent mandatory repurchase obligation (other than a right of first refusal) or put or call right if the Share price under such right or obligation is based on a purchase price other than a purchase price equal to the Fair Market Value of such Shares.

13.12 Exemption from, or Compliance with, Section 409A. For federal income tax purposes, the Plan and the Awards granted hereunder are intended to be either exempt from, or compliant with, Section 409A of the Code. This Plan and all Awards granted hereunder shall be interpreted, operated and administered in a manner consistent with these intentions.

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Supplement A to Plan

CHIQUITA BRANDS INTERNATIONAL, INC.

ANNUAL BONUS PROGRAM

SECTION A-1

GENERAL

Chiquita Brands International, Inc. (the “Company”) maintains the Chiquita Stock and Incentive Plan (the “Plan”) which provides, inter alia, for certain incentive compensation to Employees of the Company and its Subsidiaries. This Chiquita Annual Bonus Program (the “Program”) is established under Section IX of the Plan and is subject to all of the terms, conditions and limitations of the Plan, which shall be considered a part hereof. Capitalized terms in this Program not defined herein shall have the meanings given in the Plan.

SECTION A-2

BONUS AWARDS

A-2.1. Designation. The Committee, from time to time in its discretion, may designate those Employees who will have an opportunity to receive Bonus Awards under this Program for any Performance Period, together with the applicable performance goals established in accordance with Section A-2.3 for the Performance Period, and the amounts to be distributable in accordance with Section A-3 at levels of achievement of the performance goals. Any Bonus Award, or portion thereof, designated as intended to be Performance-Based Compensation shall comply with the requirements of this Section A-2 to the extent such compliance is determined by the Committee to be required for the award to be treated as Performance-Based Compensation.

A-2.2. Award Limit. No more than $5,000,000 in cash (or Fair Market Value if paid in Shares of Common Stock) may be paid pursuant to Bonus Award(s), or portions(s) thereof, intended to be Performance-Based Compensation that are granted to any one individual during any one calendar-year period.

A-2.3. Performance Goals. For any Bonus Award, or portion thereof, that is designated as intended to be Performance-Based Compensation:

(a) The performance goals established for the Performance Period shall be objective (as that term is described in the Treasury Regulations under Code Section 162(m)).

(b) The performance goals used by the Committee shall be based on one or more of the Performance Measures set forth in Section 2.30 of the Plan.

(c) The Committee, in its discretion, may provide that receipt of a specified level of payment or distribution of a Bonus Award is contingent on achievement of performance goals satisfying paragraph (b) above, with such level subject to reduction unless other performance goals not set forth in paragraph (b) above also are satisfied.

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Any Bonus Award, or portion thereof, not intended to be Performance-Based Compensation may be conditioned on such designated performance goals, factors or criteria as the Committee shall determine.

A-2.4. Attainment of Performance Goals. Subject to Section A-2.5, a Participant otherwise entitled to receive a Bonus Award, or portion thereof, that is designated as intended to be Performance-Based Compensation shall not receive a settlement of the award or portion until the Committee has determined that the applicable performance goal(s) have been attained. To the extent that the Committee exercises discretion in making the determination required by this Section A-2.4, such exercise of discretion may not result in an increase in the amount of the Award.

A-2.5. Exceptions to Performance Goal Requirement. If a Participant is not employed by the Company or a Subsidiary on the last day of the Performance Period, the Participant shall not be entitled to any Bonus Award for that period; provided, however, that if a Participant’s Separation from Service is for any reason other than Cause, the Participant’s Bonus Award shall be determined in accordance with the terms of the Program as though the Participant had been employed on the last day of the Performance Period, with such amount distributable at the time distributable to other Participants who are actively employed, but subject to such reduction as the Committee, in its absolute discretion, determines to be appropriate.

SECTION A-3

DISTRIBUTIONS

Subject to Section A-2.4, a Participant’s Bonus Award shall be distributed to the Participant in cash or in Shares at such time and in such form as is determined by the Committee, but in no event later than the Short-term Deferral Deadline; provided that a Participant may defer payment of a Bonus Award to a date or dates after such time if the terms of the Bonus Award and any deferral election comply with the requirements of Section 409A of the Code; and further provided that, to the extent that distribution is made in Shares of Common Stock, the Shares shall be subject to such vesting or other restrictions as the Committee may establish.

SECTION A-4

OPERATION AND ADMINISTRATION

A-4.1. Effective Date. The “Effective Date” of this Program shall be April 3, 2003.

A-4.2. Benefits May Not Be Assigned. The interests of a Participant under the Program are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s beneficiary. The Participant’s rights under the Program are not transferable other than as designated by the Participant by will or by the laws of descent and distribution.

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A-4.3. Benefits Under Other Plans. Amounts distributable to any Participant under the Program shall not be taken into account for purposes of determining the benefits under any plan that is intended to be qualified under Section 401(a) of the Code and any other plan or arrangement maintained by the Company or any Subsidiary, except as otherwise provided to the contrary by the Committee or in such other plan or arrangement.

SECTION A-5

COMMITTEE

The Committee’s administration of the Program shall be subject to the provisions of the Plan and the requirements of Code Section 162(m). Subject to the foregoing:

(a) The Committee will have the authority and discretion to interpret the Program, to establish, amend and rescind any rules and regulations relating to the Program, and to make all other determinations that may be necessary or advisable for the administration of the Program.

(b) Any interpretation of the Program by the Committee and any decision made by it under the Program is final and binding on all persons.

SECTION A-6

AMENDMENT AND TERMINATION

The Board may, at any time, amend or terminate the Program, provided that, without the consent of an affected Participant or beneficiary, no amendment or termination may materially adversely affect the rights of such Participant or beneficiary under the Program with respect to Performance Periods that have ended prior to the date on which such amendment or termination is adopted by the Board.

SECTION A-7

DEFINED TERMS

In addition to the other definitions contained herein and in the Plan, the following definitions shall apply:

(a) Bonus Award. The term “Bonus Award” means an award determined in accordance with Section A-2 and distributable in accordance with Section A-3.

(b) Participant. The term “Participant” means an Employee who has been selected by the Committee to participate in this Program.

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(c) Performance Period. The term “Performance Period” means any calendar year after 2003, or such other period beginning after December 31, 2003 that is established by the Committee as a Performance Period for this Program.

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Supplement B to Plan

CHIQUITA BRANDS INTERNATIONAL, INC.

LONG-TERM INCENTIVE PROGRAM

SECTION B-1

GENERAL

Chiquita Brands International, Inc. (the “Company”) maintains the Chiquita Stock and Incentive Plan (the “Plan”) which provides, inter alia, for certain incentive compensation to Employees of the Company and its Subsidiaries. This Chiquita Long-Term Incentive Program (the “Program”) is established under Section IX of the Plan and is subject to all the terms, conditions and limitations of the Plan, which shall be considered a part hereof. Capitalized terms in this Program not defined herein shall have the meanings given in the Plan.

SECTION B-2

LONG-TERM INCENTIVE AWARDS

B-2.1. Designation. The Committee, from time to time in its discretion, may designate those Employees who will have an opportunity to receive Long-Term Incentive Awards under this Program for any Performance Period, together with the applicable performance goals established in accordance with Section B-2.3 for the Performance Period, and the amounts to be distributable in accordance with Section B-3 at levels of achievement of the performance goals. Any Long-Term Incentive Award, or portion thereof, designated as intended to be Performance-Based Compensation shall comply with the requirements of this Section B-2 to the extent such compliance is determined by the Committee to be required for the award to be treated as Performance-Based Compensation.

B-2.2. Award Limit. Long-Term Incentive Award(s), or portion(s) thereof, intended to be Performance-Based Compensation that are granted to any one individual during any one calendar-year period shall be subject to the limitations set forth in Section 4.2 of the Plan.

B-2.3. Performance Goals. For any Long-Term Incentive Award, or portion thereof, that is designated as intended to be Performance-Based Compensation:

(a) The performance goals established for the Performance Period shall be objective (as that term is described in the Treasury Regulations under Code Section 162(m)).

(b) The performance goals used by the Committee shall be based on one or more of the Performance Measures set forth in Section 2.30 of the Plan.

(c) The Committee, in its discretion, may provide that receipt of a specified level of payment or distribution of a Long-Term Incentive Award is

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contingent on achievement of performance goals satisfying paragraph (b) above, with such level subject to reduction unless other performance goals not set forth in paragraph (b) above are also satisfied.

Any Long-Term Incentive Award, or portion thereof, not designated as intended to be Performance-Based Compensation may be conditioned on such performance goals, factors or criteria as the Committee shall determine.

B-2.4. Attainment of Performance Goals. Subject to Section B-2.5, a Participant otherwise entitled to receive a Long-Term Incentive Award, or portion thereof, that is designated as intended to be Performance-Based Compensation shall not receive a settlement of the award or portion until the Committee has determined that the applicable performance goal(s) have been attained. To the extent that the Committee exercises discretion in making the determination required by this Section B-2.4, such exercise of discretion may not result in an increase in the amount of the Award.

B-2.5. Exceptions to Performance Goal Requirement. If a Participant is not employed by the Company or a Subsidiary on the last day of the Performance Period, the Participant shall not be entitled to any Long-Term Incentive Award for that period; provided, however, that if a Participant’s Separation from Service is for any reason other than Cause and as of such date of separation the performance goals, factors or criteria on which payment of the Award are conditioned (other than any Passage of Time Criteria) cause the Award to be continue to be treated as subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code), the Participant’s Long-Term Incentive Award shall be determined in accordance with the terms of the Program as though the Participant had been employed on the last day of the Performance Period, with such amount distributable at the time distributable to other Participants who are actively employed, and subject to such reduction as the Committee, in its absolute discretion, determines to be appropriate.

SECTION B-3

DISTRIBUTIONS

Subject to Section B-2.4, a Participant’s Long-Term Incentive Award shall be distributed to the Participant in cash or in Shares at such time and in such form as is determined by the Committee, but in no event later than the Short-term Deferral Deadline; provided that a Participant may defer payment of the Long-Term Incentive Award to a date or dates after such time if the terms of the Long-Term Incentive Award and any deferral election comply with the requirements of Section 409A of the Code; and further provided that, to the extent that distribution is made in Shares of Common Stock, the Shares shall be subject to such vesting or other restrictions as the Committee may establish.

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SECTION B-4

OPERATION AND ADMINISTRATION

B-4.1. Effective Date. The “Effective Date” of this Program shall be April 3, 2003.

B-4-2. Benefits May Not Be Assigned. The interests of a Participant under the Program are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s beneficiary. The Participant’s rights under the Program are not transferable other than as designated by the Participant by will or by the laws of descent and distribution.

B-4-3. Benefits Under Other Plans. Amounts distributable to any Participant under the Program shall not be taken into account for purposes of determining the benefits under any plan that is intended to be qualified under Section 401(a) of the Code and any other plan or arrangement maintained by the Company or any Subsidiary, except as otherwise provided to the contrary by the Committee or in such other plan or arrangement.

SECTION B-5

COMMITTEE

The Committee’s administration of the Program shall be subject to the provisions of the Plan and the requirements of Code Section 162(m). Subject to the foregoing:

(a) The Committee will have the authority and discretion to interpret the Program, to establish, amend and rescind any rules and regulations relating to the Program, and to make all other determinations that may be necessary or advisable for the administration of the Program.

(b) Any interpretation of the Program by the Committee and any decision made by it under the Program is final and binding on all persons.

SECTION B-6

AMENDMENT AND TERMINATION

The Board may, at any time, amend or terminate the Program, provided that, without the consent of an affected Participant or beneficiary, no amendment or termination may materially adversely affect the rights of such Participant or beneficiary under the Program with respect to Performance Periods that have ended prior to the date on which such amendment or termination is adopted by the Board.

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SECTION B-7

DEFINED TERMS

In addition to the other definitions contained herein and in the Plan, the following definitions shall apply:

(a) Long-Term Incentive Award. The term “Long-Term Incentive Award” means an award determined in accordance with Section B-2 and distributable in accordance with Section B-3.

(b) Participant. The term “Participant” means an Employee who has been selected by the Committee to participate in this Program.

(c) Performance Period. The term “Performance Period” means any period beginning after December 31, 2003 that is established by the Committee as a Performance Period for this Program.

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EX-10.5

Exhibit 10.5

DIRECTORS DEFERRED COMPENSATION PROGRAM

(Adopted April 3, 2003 as amended through July 8, 2008)

CHIQUITA BRANDS INTERNATIONAL, INC.

DIRECTORS DEFERRED COMPENSATION PROGRAM

SECTION 1

GENERAL

Purpose and Effective Date. In order to permit Directors to defer receipt of directors fees payable by the Company, Chiquita Brands International, Inc. (the “Company”) has established the Chiquita Brands International, Inc. Directors Deferred Compensation Program (the “Program”) as set forth herein. Awards of Common Stock made pursuant to the Restricted Stock Award and Unrestricted Stock Award provisions of the Company’s 2002 Stock Option and Incentive Plan as amended from time to time (or the corresponding provisions of any successor plan as determined by the Board, hereinafter referred to as the “2002 Plan”) may be deferred under the provisions of this Program, but such awards shall be subject to the terms, conditions and limitations of the 2002 Plan (or, if applicable, the successor plan) including, without limitation, the provisions relating to adjustments to reflect mergers, consolidations, and changes in capitalization of the Company. The Program shall be effective on April 3, 2003, which shall be referred to herein as the “Original Effective Date.” This instrument amends and restates the provisions of the Program effective as of January 1, 2005 (the “Restated Effective Date”).

SECTION 2

DEFERRAL

A Director who is otherwise entitled to receive a retainer or other compensation from the Company in Common Stock (“Stock Compensation”) or cash (“Cash Compensation”) for services provided as a Director may elect to defer delivery of all or a portion of such Stock Compensation or Cash Compensation in accordance with the terms of this Program, subject to the following:

(a) A Director may elect to defer the receipt of the Director’s Stock Compensation or Cash Compensation by filing with the Company a deferral election with respect to such compensation, subject to the following:

(i) (A) For the period beginning on the Original Effective Date and ending on December 31, 2004, an election to defer Stock Compensation or Cash Compensation earned for any Program Year shall be filed not later than the 30th day of that Program Year.

(B) For the period beginning on and after the Restated Effective Date, an election to defer Stock Compensation or Cash Compensation earned for services performed during any taxable year of the Director (the “Service Year”) shall be filed not later than the close of the Director’s taxable year next preceding the Service Year. Such election shall become irrevocable as of the close of such next preceding Service Year and, thus, the Director may change any such election at any time prior to the time that it becomes irrevocable.

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(ii) Notwithstanding paragraph (i) above, for the Program Year that begins in calendar year 2003, an election to defer Stock Compensation or Cash Compensation earned for such Program Year shall be filed not later than the 30^th day after the date of adoption of the Program by the Board.

(iii) (A) Notwithstanding paragraph (i) above, for the period beginning on the Original Effective Date and ending on December 31, 2004, if a Director becomes a Director on a date other than the first day of a Program Year, the Director’s election to defer Stock Compensation or Cash Compensation earned for the Program Year which includes the date he or she becomes a Director shall be filed not later than the 30^th day after the date of becoming a Director.

(B) For the period beginning on and after the Restated Effective Date, a Director may make an initial deferral election within 30 days after the date he or she first becomes eligible to participate in the Program, with respect to Stock Compensation and Cash Compensation paid for services to be performed in that Service Year subsequent to the election. For Stock Compensation or Cash Compensation that is earned based upon a specified performance period (for example, a quarterly retainer), where a deferral election is made in the first year of eligibility but after the beginning of the performance period, such deferral election shall apply only to the portion of such Stock Compensation or Cash Compensation equal to the total amount of such compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

(iv) In no event shall any election to defer Stock Compensation or Cash Compensation be effective except with respect to compensation payable after the date such election is filed.

(b) All Stock Compensation which the Director elects to defer in accordance with this Section 2 shall be credited to the Director’s Stock Account.

(c) All Cash Compensation which the Director elects to defer in accordance with this Section 2 shall be credited to either the Director’s Stock Account or the Director’s Cash Account, as elected by the Director.

SECTION 3

ACCOUNTS

3.1 Stock Account. A Stock Account shall be maintained on behalf of each Director who elects to have Cash Compensation credited to a Stock Account, or who elects to defer the receipt of Stock Compensation. A Director’s Stock Account shall be subject to the following adjustments:

(a) For Stock Compensation as to which the Director has elected deferred receipt, the Stock Account will be credited with units (“Stock Units”) equal to the number of Shares of

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Common Stock as to which the Director has elected deferred receipt, with such Stock Units to be credited as of the date on which the Shares would otherwise have been delivered to the Director in the absence of the deferral.

(b) For Cash Compensation as to which the Director has elected to defer receipt to the Stock Account, the Stock Account will be credited with that number of Stock Units determined by dividing the amount of the Cash Compensation that otherwise would have been payable to the Director on a given date by the Fair Market Value of a Share of Common Stock on that date.

(c) In the event of a stock dividend, a Director’s Stock Account will be credited, on the dividend payment date, with Stock Units equal to the number of Shares of Common Stock that otherwise would be payable with respect to the number of Stock Units credited to the Director’s Stock Account on the record date for that dividend.

(d) Immediately following any distribution of Shares of Common Stock with respect to a Director’s Stock Account, the Stock Units credited to a Director’s Stock Account shall be reduced by the number of Shares so distributed.

3.2 Cash Account. A Cash Account shall be maintained on behalf of each Director who elects to defer either Stock Compensation or Cash Compensation pursuant to this Program. A Director’s Cash Account shall be subject to the following adjustments:

(a) For Cash Compensation as to which the Director has elected to be credited to the Cash Account as of any date, the Director’s Cash Account will be credited with the amount of such Cash Compensation otherwise payable as of that date.

(b) As of each dividend payment date for the Common Stock, the Director’s Cash Account shall be credited with an amount equal to the cash dividend that would be payable with respect to the number of Shares of Common Stock equal to the number of Stock Units credited to the Director’s Stock Account on the record date for that dividend.

(c) A Director’s Cash Account shall be credited with interest on the last day of each calendar quarter of the deferral period at the applicable rate of interest for the preceding quarterly period. The applicable rate of interest for any quarterly period shall be the Three-Month London Inter-Bank Offer Rate (“LIBOR”) as published in the Wall Street Journal on the first business day of that quarterly period. If a distribution under this Program occurs within a quarterly period, immediately prior to the distribution the Director’s Cash Account shall be credited with interest through the distribution date at such LIBOR rate, as published on the first business day of that quarterly period.

(d) Immediately following any distribution with respect to a Director’s Cash Account, the balance credited to the Director’s Cash Account shall be reduced by the amount of such distribution.

3.3 Statement of Accounts. The Company shall provide each Director having one or more Accounts under the Program with a statement at least annually of the transactions in the Director’s Accounts and the Director’s Account balances.

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SECTION 4

DISTRIBUTIONS

4.1 Time of Distribution. Subject to the terms of this Section 4, a Director shall elect, with respect to amounts credited to the Director’s Stock Account and with respect to amounts credited to the Director’s Cash Account, the date of distribution of the amounts credited to such Accounts, subject to the following:

(a) Subject to the Subsection (d) below (relating to the multiple payment date timing restrictions):

(i) For the period beginning on the Original Effective Date and ending on December 31, 2004, a Director’s distribution election with respect to the Director’s Stock Account is due not later than 30 days after the deadline for filing the Director’s deferral election with respect to the initial amounts to be deferred into such Stock Account, and a Director’s distribution election with respect to the Director’s Cash Account is due not later than 30 days after the deadline for filing the Director’s deferral election with respect to the initial amounts to be deferred into such Cash Account.

(ii) Except as otherwise provided in paragraph (iii) below, for the period beginning on and after the Restated Effective Date, a Director’s distribution election with respect to each of the Director’s Stock Account and Cash Account is due not later than the date on which the initial deferral election is made in accordance with Section 2(a)(iii)(B) above.

(iii) During the period beginning on the Restated Effective Date and ending on December 31, 2008, a Director may revoke a distribution election previously made and make a new distribution election with respect to each of the Director’s Stock Account and Cash Account, including Stock Units and amounts credited both before the date such election becomes effective and after such date. Any such new distribution election shall be disregarded if such an election is made during a calendar year and it either applies to payments that the Director would otherwise be paid during that calendar year or causes payments to be made in that calendar year that would not otherwise be payable in such year.

(b) (i) For the period beginning on the Original Effective Date and ending on December 31, 2004, distribution with respect to the Stock Account and with respect to the Cash Account shall be made in lump sums as soon as administratively practicable after the distribution date.

(ii) For the period beginning on and after the Restated Effective Date, distribution with respect to the Stock Account and with respect to the Cash Account shall be made in lump sums on the distribution date, except as follows: (x) payment may be made within the same taxable year of the Director or, if later, by the 15th day of the third calendar month following the distribution date, provided, however, the Director shall not be permitted, directly or indirectly, to designate the taxable year of the payment; (y) if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Director (or the Director’s beneficiary), the payment may be

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made during the first taxable year of the Director in which the payment is administratively practicable, and (z) if the making of the payment on the distribution date would jeopardize the ability of the Company to continue as a going concern, the payment may be made during the first taxable year of the Director in which the making of the payment would not have such effect.

(c) A Director may elect only a single date for distribution with respect to the balance in the Director’s Stock Account and only a single date for distribution with respect to the balance in the Director’s Cash Account. A Director may elect different dates of distribution with respect to each of the Director’s Stock Account and the Cash Account.

(d) (i) For the period beginning on the Original Effective Date and ending on December 31, 2004, no distribution date elected by a Director may be earlier than the date the individual ceases to be a Director or later than the first anniversary of the date the individual ceases to be a Director.

(ii) For the period beginning on and after the Restated Effective Date, the “distribution date” shall be the date elected by the Director provided that it is a date no earlier than the date the Director has a Separation from Service or later than the first anniversary thereof.

(iii) For the period beginning on and after the Restated Effective Date, in the event a Director fails to make a timely and proper distribution election in accordance with this Section 4.1, the “distribution date” for such Director shall be the first day of the second month immediately following the date the Director has a Separation from Service.

4.2 Distribution of Cash Account. At the time of distribution with respect to the Cash Account, the Director shall receive, in cash, the amount then credited to the Director’s Cash Account as of the date of distribution.

4.3 Distribution of Stock Account. At the time of distribution with respect to the Stock Account, the Director shall receive a distribution of Shares of Common Stock equal to the number of Stock Units credited to the Director’s Stock Account immediately prior to such distribution (with any fractional Unit settled in cash at its then Fair Market Value). If the date of distribution occurs after a dividend record date but before the payment of the dividend, the dividend shall be distributed to the Director, in cash or Shares depending on the form of the dividend, as soon as practicable after it has been paid.

4.4 Required Delay in Distribution to a Specified Employee. Notwithstanding the foregoing, in the case of a Director who is a specified employee (as defined in accordance with Treas. Reg. §1.409A-1(i) and such rules as may be established by the Board (including its delegate) from time to time) as of the date of his/her Separation from Service, no payment (including the delivery of Shares) shall be made under this Program on account of such Separation from Service before the date that is six months after the date of such Separation (or, if earlier than the end of the six-month period, the date of death of the Participant). Any payment (including the delivery of Shares) to which a Director who is a specified employee would otherwise be entitled during the first six months following the date of Separation from Service

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shall be accumulated and paid on the first day of the seventh month following the date of Separation from Service. The delay described above shall not apply to a payment made under a domestic relations order.

SECTION 5

SOURCE OF BENEFIT DISTRIBUTIONS

5.1 Liability for Benefit Distributions. Subject to the provisions of this Section 5, the Company shall be liable for distribution of benefits under the Program.

5.2 No Guarantee. Neither a Director nor any other person shall, by reason of the Program, acquire any right in or title to any assets, funds or property of the Company whatsoever, including, without limitation, any specific funds, assets, or other property which the Company, in its sole discretion, may set aside in anticipation of a liability under the Program. A Director shall have only a contractual right to the amounts, if any, payable under the Program, unsecured by any assets of the Company. Nothing contained in the Program shall constitute a guarantee by the Company that the assets of the Company shall be sufficient to distribute any benefits to any person.

SECTION 6

OPERATION AND ADMINISTRATION

6.1 Benefits May Not Be Assigned. The interests of a Director under the Program are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Director or the Director’s beneficiary. The Director’s rights under the Program are not transferable other than as designated by the Director in accordance with Section 6.3 below.

6.2 Limitation of Rights. Participation in the Program will not give any Director the right to remain a member of the Board, nor any right or claim to any benefit under the Program, unless such right or claim has specifically accrued under the terms of the Program. Except as otherwise provided in the Program, no allocation under a Director’s Account shall confer upon the Director any rights as a shareholder of the Company, including voting rights, prior to the date on which the Director receives a distribution in Shares attributable to his/her Stock Account.

6.3 Heirs and Successors. The Program shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any benefits deliverable to a Director under the Program have not been delivered at the time of the Director’s death, such benefits shall be delivered to the Designated Beneficiary in accordance with the provisions of the Program. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by a Director in a writing filed with the Board in such form and at such time as the Board shall require. If a deceased Director failed to designate a beneficiary prior to his/her death, or if the Designated Beneficiary does not survive the Director, any benefits distributable to the Director shall be distributed to the legal representative of the estate of the Director. If a Director designates a beneficiary and the Designated Beneficiary survives the Director, but dies before the complete distribution of

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benefits to the Designated Beneficiary under the Program, then any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

6.4 Applicable Laws. Except to the extent that not preempted by the laws of the United States of America, the Program shall be construed and administered with the laws of the state of Ohio.

6.5 Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

6.6 Evidence. Evidence required of anyone under the Program may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

6.7 Compliance with Section 409A. All amounts to be paid under this Program are intended to comply with the requirements of Code Section 409A, even though amounts earned and vested before the Restated Effective Date under the provisions of the original Program instrument (and earnings thereon) could be exempted from the requirements of Code Section 409A. This Program shall be interpreted, operated and administered in a manner consistent with these intentions.

SECTION 7

BOARD

7.1 Administration. The authority to control and manage the operation and administration of the Program shall be vested in the Board in accordance with this Section 7.

7.2 Powers of Board. The Board’s administration of the Program shall be subject to the following:

(a) The Board will have the authority and discretion to interpret the Program, to establish, amend, and rescind any rules and regulations relating to the Program, and to make all other determinations that may be necessary or advisable for the administration of the Program.

(b) Any interpretation of the Program by the Board and any decision made by it under the Program is final and binding on all persons.

7.3 Delegation by Board. Except to the extent prohibited by applicable law, the Board may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Board at any time.

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SECTION 8

AMENDMENT AND TERMINATION

The Board may, at any time, amend or terminate the Program, subject to the following:

(a) Subject to paragraphs (b), (c) and (d) below, no amendment or termination of the Program may materially adversely affect the rights of any Director or beneficiary under the Program with respect to amounts credited to the Director’s Stock Account or Cash Account prior to the date on which such amendment or termination is adopted by the Board.

(b) For the period beginning on the Original Effective Date and ending on December 31, 2004, the Board may revoke the right to defer Stock Compensation or Cash Compensation under the Program with respect to amounts not credited to the Director’s Stock Account or Cash Account as of (or after) the date such amendment or termination providing for such revocation is adopted by the Board.

(c) For the period beginning on the Original Effective Date and ending on December 31, 2004, the Program may not be amended to delay the date on which Common Stock or cash is otherwise distributable under the Program without the consent of each affected Director, nor may the Board amend the Program to accelerate the date on which Common Stock or cash are otherwise payable under the Program; provided, however, that any such amendment (and any termination of the Program having the effect of such acceleration) shall be effective only if the acceleration results in payment of a lump sum of all benefits for all Directors under the Program at substantially the same time.

(d) For the period beginning on and after the Restated Effective Date, no amendment to this Program (including an amendment terminating the Program) shall result in an acceleration of the time of any distributions or the amount scheduled to be paid under this Program in violation of Code Section 409A and, in the event the Program is terminated, the time of any distributions or the amount scheduled to be paid under the Program shall be made in accordance with the provisions of the Program in effect immediately prior to such termination, except that the time of any distributions or the amount scheduled to be paid shall be accelerated where the right to the payment arises due to a termination of the Program by the Board in accordance with a permitted acceleration event as set forth in Treasury Regulations and other guidance (e.g., the termination of the Program on account of a corporate dissolution or bankruptcy, a change in control event, the termination of all similar arrangements, or the occurrence of such other events and conditions as the Commissioner of the Internal Revenue Service may prescribe).

SECTION 9

DEFINED TERMS

Except as otherwise specifically provided herein, or unless the context clearly implies or indicates the contrary, a word, term or phrase used in the Program with initial capital letters shall have the same meaning as when such word, term or phrase is used in the 2002 Plan. In addition to the other definitions contained herein and in the 2002 Plan, the following definitions shall apply:

(a) Director. The term “Director” means any person serving on the Board of Directors of the Company who is not an employee of the Company or any Subsidiary.

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(b) Program Year. The term “Program Year” means the calendar year, January 1 through December 31. However, the first Program Year shall begin on the Original Effective Date and end on December 31 of that calendar year.

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EX-10.6

Exhibit 10.6

CHIQUITA BRANDS INTERNATIONAL, INC.

EXECUTIVE OFFICER SEVERANCE PAY PLAN

(conformed to include amendments through July 8, 2008)

Effective – January 1, 2009

CHIQUITA BRANDS INTERNATIONAL, INC.

EXECUTIVE OFFICER SEVERANCE PAY PLAN

Chiquita Brands International, Inc. and certain of its subsidiaries (individually and collectively, the “Company”) have adopted this Plan to provide Severance Benefits as delineated herein to any executive officer of the Company whose employment is terminated by the Company for reasons other than “Cause”, or by the executive officer for “Good Reason”. The Plan is administered by the Company’s Benefits Committee, which is the Plan Administrator. The term “Benefits Committee” means the Compensation and Development Committee of the Company’s Board of Directors, or such other committee as may be appointed as the “Benefits Committee” by the Compensation and Development Committee of the Board of Directors. The Plan’s “Plan Year” is the 12-month period ending December 31.

The Plan is amended, restated, and continued in the form set forth herein. The Plan (as so amended and restated) is effective with respect to terminations of employment occurring on or after January 1, 2009.

1. Eligibility

(a) In General

You are eligible for this Plan if you are an executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company reporting directly to the Chief Executive Officer, you are employed in the United States on a payroll maintained in the United States, you have been employed for one year or more and you are not excluded by subsection (b).

(b) Exclusions

You are not eligible for this Plan if you are on a leave of absence, except as otherwise required by applicable law.

2. Participation

If you are eligible for the Plan, you will become entitled to Plan benefits if you meet all of the following requirements, except as provided in Section 3.

(a) Termination Requirement

Your employment must be terminated by the Company for reasons other than “Cause” or by you for “Good Reason,” subject to the following:

(i) “Cause” means any one or more of the following:

(A) the willful and continued failure by you to substantially perform your duties that is not cured within 30 days after specific notice by the Chief Executive Officer of the Company,

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(B) the willful engaging by you in conduct demonstrably and materially injurious to the Company or its subsidiaries or

(C) your refusal to cooperate with any legal proceeding or investigation if so requested to do so by the Company.

To be “willful,” your conduct must be not in good faith and without reasonable belief that you acted in the best interest of the Company.

(ii) “Good Reason” means:

(A) a substantial adverse alteration in the nature or status of your responsibilities; or

(B) a reduction in your annual salary or target annual bonus opportunity, or a failure to provide you with participation in any stock option or other equity-based compensation plan in which other employees of the Company (and any parent, surviving or acquiring company) participate; unless either such reduction or failure does not unreasonably discriminate against you, as compared to such other employees who have similar levels of responsibility and compensation, or such reduction is not material to the compensation paid to you.

(iii) The Chief Executive Officer of the Company will determine whether your employment was terminated by the Company for reasons other than “Cause” or by you for “Good Reason.” Notwithstanding the foregoing, any resignation by you shall not be considered to have been for “Good Reason” unless it occurs within 90 days after your becoming aware of the act or acts constituting “Good Reason.”

(iv) References in the Plan to your termination of employment (including references to your employment termination, and to your terminating employment) shall mean your ceasing to be employed by the Company and the Related Companies, subject to the following:

(A) The employment relationship will be deemed to have ended at the time you and your employer reasonably anticipate that the level of bona fide services you would perform for the Company and the Related Companies after such date (whether as an employee or independent contractor, but not as a director) would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36 month period for the Company and the Related Companies (or the full period of service to the Company and the Related Companies if you have has performed services for the Company and the Related Companies for less than 36 months). In the absence of an expectation that you will perform at the above-described level, the date of termination of employment will not be delayed solely by reason of your continuing to be on the Company’s and the Related Companies’ payroll after such date.

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(B) The employment relationship will be treated as continuing intact while you are on a bona fide leave of absence (determined in accordance with Treas. Reg. §1.409A-1(h)).

You shall be treated as having terminated employment at the time your employer ceases to be a Related Company; provided, however, that to the extent required by Section 409A, no such termination of employment will be deemed to occur by reason of a spinoff or other transaction where you continue to be employed by your employer immediately after the time of the consummation of the transaction, or thereafter until you cease to be employed by the employer or its affiliates.

“Related Companies” shall mean all companies and other persons with whom the Company is considered to be a single employer under Section 414(b) of the Internal Revenue Code (the “Code”), and all persons with whom the Company would be considered a single employer under Section 414(c) of the Code and the guidance thereunder (“Section 409A”).

(b) Release Requirements

(i) You must sign Separation Agreement and Release prescribed by the Plan Administrator, which will contain a customary release and your agreement (as appropriate under applicable law) (A) to refrain from disclosure of confidential information or disparaging the Company and to assist the Company in any litigation matters and (B) for one year after termination of your employment, not to directly or indirectly (x) solicit customers, suppliers or employees of the Company or any of its subsidiaries or (y) compete with the Company or work for specified competitors; and

(ii) the Separation Agreement and Release must become irrevocable.

You shall be eligible for benefits under the Plan only if the Separation Agreement and Release is returned by such time as is established by the Company; provided that to the extent benefits provided pursuant to the Plan would constitute Deferred Compensation, such benefits shall be paid to you only if the release is returned in time to permit the distribution of the benefits to satisfy the requirements of Section 409A with respect to the time of payment.

3. Ineligibility for Benefits

(a) Resignation or Discharge

You will not be eligible for benefits under this Plan if the Plan Administrator determines, in its sole discretion, that your employment was terminated by retirement, resignation without “Good Reason”, death, disability, or any other reason except by the Company for reasons other than “Cause” or by you for “Good Reason”.

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(b) Changed Decisions

If your employment is terminated by the Company, it has the right to cancel or reschedule your separation before you terminate employment. You will not be eligible for Severance Benefits under this Plan if your separation is canceled.

(c) Substitute Employment

You will not be entitled to Severance Benefits under this Plan, if the Plan Administrator determines, in its sole discretion, that you have been offered substantially equivalent substitute employment, whether you accept the position or not, and that the substitute employment would not constitute or result in there being “Good Reason”. Substitute Employment is:

(i) an offer of substantially equivalent employment by any entity that assumes operations or functions formerly carried out by the Company (such as the buyer of a facility or any entity to which a Company operation or function has been outsourced);

(ii) an offer of substantially equivalent employment by any affiliate of the Company;

(iii) an offer of substantially equivalent employment by any entity making the job offer at the request of the Company (such as a joint venture of which the Company or an affiliate is a member); or

(iv) an offer of substantially equivalent employment by the Company.

(d) Transition Assistance

You will not be entitled to benefits under this Plan unless you satisfy all transition assistance requests of the Company to the Company’s satisfaction, such as aiding in the location of files, preparing accounting records, returning all Company property in your possession, or repaying any amounts you owe the Company and stay until officially released by the Company.

4. Cash Benefit

If you are entitled to Plan benefits, you will receive aggregate cash severance payments (your “Cash Benefit”) equal to the sum of your then current annual base salary and annual bonus target. You will also receive a pro-rata cash bonus (your “Pro Rata Bonus”) for the year of termination in an amount equal to the product of (A) the bonus that would have been paid to you based on actual performance had your employment not terminated, and (B) a fraction, the numerator of which is the number of days in such year through the date of your Termination of Employment, and the denominator of which is 365. Such payments will be made as set forth in Section 5.

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5. Payment

(a) Cash Benefit

(i) Except as otherwise provided in clause (ii) below, your Cash Benefit under this Plan will be paid over the first twelve months following the date your Separation Agreement and Release has become irrevocable (the “Effective Date”) in equal bi-weekly installments, beginning with the first payroll date after the Effective Date, in accordance with the Company’s customary payroll practices.

(ii) The portion of the benefits to which you are otherwise entitled in accordance with paragraph (i) above that is Deferred Compensation will be paid to you during the calendar year of your termination of employment, to the extent it would have been paid to you as installment payments in accordance with paragraph (i) above (and subject to paragraph (iii) below) if you had signed and returned the release, and it became irrevocable 21 days after your termination date, provided that in no event will you be entitled to payments under this Plan unless you execute such release.

(iii) If any portion of the benefits to which you are otherwise entitled in accordance with paragraph (i) above is Deferred Compensation and you are a Specified Employee, that portion will be paid as follows: (A) any portion of your Cash Benefit that would otherwise be payable during the first six months following your termination of employment will instead be paid in a lump sum on the first business day after six months have elapsed following your termination of employment (the “Six-Month Anniversary”) and (B) the remainder of your Cash Benefit will be paid in equal bi-weekly installments, beginning with the first payroll date after the Six-Month Anniversary.

(b) Pro Rata Bonus Payment

Your Pro Rata Bonus will be paid on the date when annual bonuses for other executives are normally paid; provided that if any portion of your Pro Rata Bonus is Deferred Compensation and you are a Specified Employee, and the Pro Rata Bonus is treated as being paid by reason of termination of employment, that portion will be paid not earlier than the first business day after the Six-Month Anniversary.

(c) Definitions

For purposes of the Plan:

(A) The term “Deferred Compensation” means payments or benefits that would be considered to be provided under a nonqualified deferred compensation plan as that term is defined in Treas. Reg. §1.409A-1.

(B) The term “Specified Employee” shall be defined in accordance with Treas. Reg. §1.409A-1(i) and such rules as may be established by the Administrative Committee from time to time.

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(C) The term “Administrative Committee” shall mean the Chiquita Brands International, Inc. Employee Benefits Committee which has been appointed under the Capital Accumulation Plan. Notwithstanding the foregoing, “Administrative Committee” may also include any individual or committee to which the Administrative Committee has delegated authority to act with respect to a specific activity.

6. Additional Benefits

You may continue your health benefits under the normal COBRA rules, but the Company will pay the full premium for COBRA coverage for twelve (12) months. Thereafter, you will be charged the full COBRA premium.

You will also receive one additional year of vesting for purposes of Company employee stock options and restricted stock. If permissible under Code Section 409A, your vested stock options will remain exercisable for one year following termination (but no later than the date they would have expired if you remained employed by the Company).

You will receive outplacement services, the level and duration of which is determined by job category, provided that you begin using those services within 30 days of your separation date, and further provided that in no event shall the outplacement services be provided later than the last day of the second calendar year following the calendar year in which your termination of employment occurred, with any reimbursement that may be due for such expenses to be paid no later than the end of the third calendar year following the calendar year in which the termination of employment occurred.

7. Integration With Other Payments

Benefits under this Plan are not intended to duplicate such benefits as workers’ compensation wage replacement benefits, disability benefits, pay-in-lieu-of-notice, severance pay, or similar benefits under other benefit plans, severance programs, employment contracts, or applicable laws, such as the WARN Act. Should such other benefits be payable, your benefits under this Plan will be reduced accordingly or, alternatively, benefits previously paid under this Plan will be treated as having been paid to satisfy such other benefit obligations. U.S. citizens or green card holders working outside the United States and subject to locally mandated separation or severance payments by the host country will receive the greater of the benefits according to such laws in their host country or this Plan. If you have an Employment Contract, you will not receive any benefits under this Plan unless you waive all benefits of any kind or nature owed to you under the Employment Contract. In any case, the Plan Administrator, in its sole discretion, will determine how to apply this provision and may override other provisions in this Plan in doing so. Further, adjustments under this Section 7 or Section 10 shall not be applicable to amounts payable under the Plan that would constitute Deferred Compensation except to the extent permitted by Section 409A.

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8. Reemployment

If you are reemployed by the Company or have been offered Substitute Employment while benefits are still payable under the Plan, all such benefits will cease and unpaid benefits shall be forfeited, except as otherwise specified by the Plan Administrator, in its sole discretion.

9. Taxes

Taxes will be withheld from benefits under the Plan to the extent required by law.

10. Relation to Other Plans

Any prior severance or similar plan of the Company that might apply to you is hereby revoked as to you while you are eligible for Plan benefits. Benefits under this Plan will not be counted as “compensation” for purposes of determining benefits under any other benefit plan, pension plan, non-qualified plan or similar arrangement. All such plans or similar arrangements, to the extent inconsistent with this Plan, are hereby so amended. No benefits that would constitute “excess parachute payments” within the meaning of Code Section 280G, or cause any other amounts to be excess parachute payments, will be paid by this Plan.

11. Amendment or Termination

The Company, acting through the Compensation & Organization Development Committee or its chief executive officer, has the right, in its nonfiduciary settlor capacity, to amend the Plan or to terminate it at any time, prospectively or retroactively, for any reason, without notice and even if currently payable benefits are reduced or eliminated provided however, that no such amendment shall have the effect of causing an acceleration or other distribution that would otherwise result in the application of penalties under Section 409A. The Plan Administrator also has the right to amend the Plan, as elsewhere provided in the Plan. No person has any vested right to benefits under this Plan. The Company may amend the Plan to provide greater or lesser benefits to particular employees by sending affected employees a letter setting forth the applicable benefit modification.

12. Claims Procedures

(a) Claims Normally Not Required

Normally, you do not need to present a formal claim to receive benefits payable under this Plan.

(b) Disputes

If any person (Claimant) believes that benefits are being denied improperly, that the Plan is not being operated properly, that fiduciaries of the Plan have breached their duties, or that the Claimant’s legal rights are being violated with respect to the Plan, the Claimant must file a formal claim with the Plan Administrator. This requirement applies to all claims that any

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Claimant has with respect to the Plan, including claims against fiduciaries and former fiduciaries, except to the extent the Plan Administrator determines, in its sole discretion, that it does not have the power to grant all relief reasonably being sought by the Claimant.

(c) Time for Filing Claims

A formal claim must be filed within 90 days after the date the Claimant first knew or should have known of the facts on which the claim is based, unless the Plan Administrator in writing consents otherwise. The Plan Administrator shall provide a Claimant, on request, with a copy of the claims procedures established under subsection (d).

(d) Procedures

The Plan Administrator has adopted the procedures for considering claims which are contained in the Appendix and which it may amend from time to time as it sees fit. These procedures provide that final and binding arbitration shall be the ultimate means of contesting a denied claim (even if the Plan Administrator or its delegates have failed to follow the prescribed procedures with respect to the claim). The right to receive benefits under this Plan is contingent on a Claimant using the prescribed claims and arbitration procedures to resolve any claim.

13. Plan Administration

(a) Discretion

The Plan Administrator is responsible for the general administration and management of the Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply the Plan and to determine all questions relating to eligibility for benefits. The Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator and all Plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed in the administration of the Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.

(b) Finality of Determinations

All actions taken and all determinations made in good faith by the Plan Administrator or by Plan fiduciaries will be final and binding on all persons claiming any interest in or under the Plan. To the extent the Plan Administrator or any Plan fiduciary has been granted discretionary authority under the Plan, the Plan Administrator’s or Plan fiduciary’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter.

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(c) Drafting Errors

If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Plan Administrator in its sole discretion, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined in the sole discretion of the Plan Administrator. The Plan Administrator shall amend the Plan retroactively to cure any such ambiguity.

(d) Scope

This Section may not be invoked by any person to require the Plan to be interpreted in a manner inconsistent with its interpretation by the Plan Administrator or other Plan fiduciaries.

(e) Section 409A

This Plan and the benefits provided hereunder are intended to satisfy the requirements of Section 409A, and is to be interpreted to avoid accelerated recognition of income or imposition of additional tax under Code section 409A.

14. Costs and Indemnification

All costs of administering the Plan and providing Plan benefits will be paid by the Company, with one exception: Any expenses (other than arbitrator fees) incurred in resolving disputes with multiple Claimants concerning their entitlement to the same benefit may be charged against the benefit, which will be reduced accordingly. To the extent permitted by applicable law and in addition to any other indemnities or insurance provided by the Company, the Company shall indemnify and hold harmless its (and its affiliates’) current and former officers, directors, and employees against all expenses, liabilities, and claims (including legal fees incurred to defend against such liabilities and claims) arising out of their discharge in good faith of their administrative and fiduciary responsibilities with respect to the Plan. Expenses and liabilities arising out of willful misconduct will not be covered under this indemnity.

15. Limitation on Employee Rights

This Plan shall not give any employee the right to be retained in the service of the Company or interfere with or restrict the right of the Company to discharge or retire the employee.

16. Governing Law

This Plan is a welfare plan subject to the Employee Retirement Income Security Act of 1974 and it shall be interpreted, administered, and enforced in accordance with that law. This Plan is intended to comply with Section 409A and shall be considered and interpreted in accordance with such intent. To the extent that the Severance Benefits are subject to Section 409A, they shall be provided in a manner that will comply with Section 409A, including

9

proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto (the “Guidance”). Any provision of this Plan that would cause the payment of the Severance Benefits to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by the Guidance. To the extent that state law is applicable, the statutes and common law of the State of Ohio (excluding its choice of laws, statutes or common law) shall apply.

17. Miscellaneous

Where the context so indicates, the singular will include the plural and vice versa. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. Unless the context clearly indicates to the contrary, a reference to a statute or document shall be construed as referring to any subsequently enacted, adopted, or executed counterpart.

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APPENDIX

Detailed Claim and Arbitration Procedures

1. Claims Procedure

(a) Initial Claims

All claims shall be presented to the Plan Administrator in writing. Within 90 days after receiving a claim, a claims official appointed by the Plan Administrator shall consider the claim and issue his or her determination thereon in writing. The claims official may extend the determination period for up to an additional 90 days by giving the Claimant written notice. The initial claim determination period can be extended further with the consent of the Claimant. Any claims that the Claimant does not pursue in good faith through the initial claims stage shall be treated as having been irrevocably waived.

(b) Claims Decisions

If the claim is granted, the benefits or relief the Claimant seeks shall be provided. If the claim is wholly or partially denied, the claims official shall, within 90 days (or a longer period, as described above), provide the Claimant with written notice of the denial, setting forth, in a manner calculated to be understood by the Claimant: (1) the specific reason or reasons for the denial; (2) specific references to the provisions on which the denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect the claim, together with an explanation of why the material or information is necessary; and (4) an explanation of the procedures for appealing denied claims. If the Claimant can establish that the claims official has failed to respond to the claim in a timely manner, the Claimant may treat the claim as having been denied by the claims official.

(c) Appeals of Denied Claims

Each Claimant shall have the opportunity to appeal the claims official’s denial of a claim in writing to an appeals official appointed by the Plan Administrator (which may be a person, committee, or other entity). A Claimant must appeal a denied claim within 60 days after receipt of written notice of denial of the claim, or within 60 days after it was due if the Claimant did not receive it by its due date. The Claimant (or his or her duly authorized representative) may review pertinent documents in connection with the appeals proceeding and may present issues and comments in writing. The Claimant only may present evidence and theories during the appeal that the Claimant presented during the initial claims stage, except for information the claims official may have requested the Claimant to provide to perfect the claim. Any claims that the Claimant does not pursue in good faith through the appeals stage, such as by failing to file a timely appeal request, shall be treated as having been irrevocably waived.

(d) Appeals Decisions

The decision by the appeals official shall be made not later than 60 days after the written appeal is received by the Plan Administrator, unless special circumstances require an extension

11

of time, in which case a decision shall be rendered as soon as possible, but not later than 120 days after the appeal was filed, unless the Claimant agrees to a further extension of time. The appeal decision shall be in writing, shall be set forth in a manner calculated to be understood by the Claimant, and shall include specific reasons for the decision, as well as specific references to the provisions on which the decision is based, if applicable. If a Claimant does not receive the appeal decision by the date it is due, the Claimant may deem his or her appeal to have been denied.

(e) Procedures

The Plan Administrator shall adopt procedures by which initial claims shall be considered and appeals shall be resolved; different procedures may be established for different claims. All procedures shall be designed to afford a Claimant full and fair consideration of his or her claim.

(f) Arbitration of Rejected Appeals

If a Claimant has pursued his or her claim through the appeal stage of these claims procedures, the Claimant may contest the actual or deemed denial of that claim through arbitration, as described below. In no event shall any denied claim be subject to resolution by any means (such as in a court of law) other than arbitration in accordance with the following provisions.

2. Arbitration Procedure

(a) Request for Arbitration

A Claimant must submit a request for arbitration to the Plan Administrator within 60 days after receipt of the written denial of his or her appeal (or within 60 days after he or she should have received the determination). The Claimant or the Plan Administrator may bring an action in any court of appropriate jurisdiction to compel arbitration in accordance with these procedures.

(b) Applicable Arbitration Rules

The arbitration shall be held under the auspices of the American Arbitration Association (AAA) in accordance with the AAA’s then-current Employment Dispute Resolution Rules and the Due Process Protocol for Mediation and Arbitration of Statutory Disputes Arising Out of the Employment Relationship.

(c) Location

The arbitration will take place in Cincinnati, Ohio, or in such other location as may be acceptable to both the Claimant or the Plan Administrator.

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EX-10.7

Exhibit 10.7

AMENDMENT TO EMPLOYMENT AGREEMENT

This amendment (this “Amendment”) to the Employment Agreement (the “Employment Agreement”) originally effective as of January 12, 2004 and amended as of April 12, 2007 between Chiquita Brands International, Inc. (the “Company”), and Mr. Fernando Aguirre (the “Executive”), is made as of July 30, 2008.

WHEREAS, the Company and the Executive are parties to the Employment Agreement; and

WHEREAS, certain provisions of the Employment Agreement are affected by the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (“Section 409A”), generally governing nonqualified deferred compensation; and

WHEREAS, the Company and the Executive desire to amend the Employment Agreement in certain respects in order to ensure that the Executive is not subject to the imposition of taxes pursuant to the operation of Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Section 12(l) of the Employment Agreement is hereby restated in its entirety, as follows:

(l) It is the intention of the Company and the Executive that this Agreement not result taxation of the Executive under Section 409A of the Code and the regulations and guidance promulgated thereunder and that the Agreement shall be construed in accordance with such intention. Without limiting the generality of the foregoing, the Company and the Executive agree as follows:

(i) Notwithstanding anything to the contrary herein, if the Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) with respect to the Company, any amounts (or benefits) otherwise payable to or in respect of him under this Agreement pursuant to the Executive’s termination of employment with the Company shall be delayed, to the extent required so that taxes are not imposed on the Executive pursuant to Section 409A of the Code, until the earliest date permitted by Section 409A(a)(2) of the Code;

(ii) Any annual cash bonus described in Section 3(b) and any Pro-Rata Bonus described in Section 5 shall be paid to the Executive in no event later than the last day of the “applicable 2  ¹/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A);

Amendment to Employment Agreement

Page 2

(iii) For purposes of this Agreement, the Executive’s employment with the Company will not be treated as terminated unless and until such termination of employment constitutes a “separation from service” for purposes of Section 409A of the Code;

(iv) For purposes of Section 5(d) of the Agreement, if a Change of Control under this Agreement does not constitute with respect to the Company a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” (within the meaning of Section 409A of the Code and applicable guidance issued thereunder), the Company shall pay to the Executive the payment provided in Section 5(d) as follows: (A) an amount equal to the amount which would have been payable to the Executive pursuant to Section 5(a)(ii) had such section governed the termination of employment shall be paid to the Executive in the manner prescribed in Section 5(a)(ii) (subject to Section 12(l)(i) hereof) and (B) the remaining amount to which the Executive is entitled pursuant to Section 5(d) shall be paid to the Executive in a lump sum in accordance with Section 5(d) (but subject to Section 12(l)(i) hereof);

(v) To the extent necessary to comply with the provisions of Section 409A of the Code and the guidance issued thereunder (A) reimbursements to the Executive as a result of the operation of Section 5(a)(vii) or Section 5(f) hereof shall be made not later than the end of the calendar year following the year in which the reimbursable expense is incurred and shall otherwise be made in a manner that complies with the requirements of Treasury Regulation Section 1.409A-3(i)(l)(iv) and (B) if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any reimbursements to the Executive as a result of the operation of Section 5(a)(vii) or Section 5(f) hereof with respect to a reimbursable event within the first six months following the Date of Termination which are required to be delayed pursuant to Section 12(l) shall be made as soon as practicable following the date which is six months and one day following the Date of Termination (subject to clause (A) of this sentence);

(vi) Notwithstanding anything to the contrary in Section 5(e) hereof, any Gross-Up Payments pursuant to Section 5(e) shall be made a no event later than the end of the calendar year following the calendar year in which the Excise Tax is paid;

(vii) The release described in Section 12(h) shall be provided to the Executive within 10 days of an applicable termination of employment and must be executed by the Executive within 45 days of his receipt of such release; and

(viii) The Company and the Executive agree to cooperate in good faith in and effort to comply with Section 409A of the Code including, if necessary, amending the Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden in connection with such amendment.

Amendment to Employment Agreement

Page 3

2. This Amendment shall be effective as of the date hereof.

3. This Amendment may be executed in counterparts, each of which shall be an original and all of which shall constitute the same document.

4. Except as modified by this Amendment, the Employment Agreement is hereby confirmed in all respects.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date and the year first written above.

CHIQUITA BRANDS INTERNATIONAL, INC.
/s/ Steven P. Stanbrook
By:	Steven P. Stanbrook
Title:	Chairman, Compensation & Organization Development Committee
EXECUTIVE
/s/ Fernando Aguirre
Fernando Aguirre

EX-10.8

Exhibit 10.8

[Form of Amendment to Restricted Stock Award and Agreement (to be used when Grantee has or can attain Retirement in a taxable year before the taxable year in which the last Vesting Date falls)]

FIRST AMENDMENT TO

CHIQUITA BRANDS INTERNATIONAL, INC.

2002 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”) is entered into between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and                      (the “Grantee”) under the following circumstances.

Background

A. The Company adopted the Chiquita 2002 Stock Option and Incentive Plan (the “Plan”) effective March 19, 2002.

B. The Company and the Grantee entered into a Restricted Stock Award and Agreement relating to an award made on              (the “Award Agreement”).

C. Effective January 1, 2005, awards granted under the Plan generally became subject to Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), which imposes material adverse tax consequences on the grantee of any award that is not compliant with, or exempt from, the requirements of Section 409A.

D. In order to avoid these adverse tax consequences, pursuant to regulatory guidance issued under Section 409A, the Company has amended the Plan (and changed the name of the Plan to the “Chiquita Stock and Incentive Plan”) so that awards granted under the Plan would be compliant with, or exempt from, the requirements of Section 409A.

E. The Company and the Grantee wish to amend the Award Agreement to conform its provisions with the requirements of Section 409A.

Amendment

Therefore, the Company and the Grantee agree to amend the Award Agreement as follows, it being understood that all amendments will have retroactive effect to January 1, 2005 or, if later, the effective date of the Award Agreement:

1. All references to the Plan in the Award Agreement refer to the Chiquita Stock and Incentive Plan as amended July 8, 2008 (the “Amended Plan”). The Grantee hereby acknowledges that a copy of the Amended Plan has been made available to him or her.

2. The second sentence of the paragraph of the Award Agreement entitled “GRANT” is amended to read as follows:

“The Shares will be issued at no cost to you on the date[s] set forth below, provided that you have a vested right to such Shares as described below.”

3. The paragraph of the Award Agreement entitled “VESTING” is amended to read in its entirety as follows:

“VESTING AND DELIVERY OF SHARES: [All of the Shares will vest on [date]] or [The Shares will vest between the Grant Date and [last vesting date] with [% or number of shares] vesting on [dates]] or, if earlier, upon a Change in Control of the Company (the “Vesting Date”); subject, however, to the forfeiture provisions set forth below. If you Separate from Service because of your death, Disability or Retirement, all the Shares subject to this award will vest on the date of your Separation from Service. On [the][each] Designated Payment Date or as soon as reasonably practicable thereafter, the Company will deliver to you a certificate representing the Shares which vested on such date, unless you are a specified employee who Separates from Service because of Disability or Retirement in which case the issuance of the Shares and the delivery of a certificate representing such Shares will be postponed until the Specified Employee Delayed Payment Date or as soon as administratively practicable thereafter. A “Separation from Service” generally means your termination of employment with the Company and all of its Subsidiaries. [The] [A] “Designated Payment Date” is generally defined in the Amended Plan as [the][each] Vesting Date or, if earlier, either the date you Separate from Service because of your death or Disability or the first payroll date following your Separation from Service because of your Retirement. The “Specified Employee Delayed Payment Date” is generally defined in the Amended Plan as the date that is six (6) months and one (1) day following the date of your Separation from Service (or, if earlier, the date of your death).”

1

4. The paragraph of the Award Agreement entitled “NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING” is amended to read in its entirety as follows:

“NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to the date Shares are issued to you, you will have no rights as a shareholder of the Company with respect to the Shares subject to this award.”

5. The paragraph of the Award Agreement entitled “FORFEITURE OF SHARES” is amended to read in its entirety as follows:

“FORFEITURE OF SHARES: In the event you Separate from Service for any reason (other than as a result of your death, Disability or Retirement) prior to [the] [any] Vesting Date, then all unvested Shares subject to this award will be forfeited as of the date of your Separation from Service and any rights with respect to such forfeited Shares will immediately cease.”

6. The paragraph of the Award Agreement entitled “TAXES” is amended to read in its entirety as follows:

“TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award and the issuance of the Shares. The Company has the right to withhold, and the Company will withhold at your request, all applicable taxes due by reducing the number of Shares otherwise deliverable under this award or withholding from future earnings (including salary, bonus or any other payments.) In advance of [the][each] date on which the Shares become issuable, you may elect to pay the withholding amounts due by delivering to the Company a number of the Shares that you own that have a fair market value on that date equal to the amount of the payroll withholding taxes due.”

7. The Award Agreement is amended by adding the following new paragraphs after the paragraph entitled “CONDITIONS”:

“COMPLIANCE WITH SECTION 409A. It is the intent of the parties that this Agreement and all Shares issued under it shall be in compliance with the requirements of Section 409A and the regulations promulgated thereunder. This Agreement shall be interpreted, operated and administered in a manner consistent with this intention.

“MODIFICATIONS. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right to modify the provisions of this Agreement, including without limitation the timing or circumstances of the issuance of Shares to the Grantee, to the extent such modification is determined by the Company to be necessary to comply with applicable law or preserve the intended deferral of income recognition with respect to the Shares until the Shares are issued.”

8. Capitalized terms used and not defined in this Amendment have the meanings given those terms in the Award Agreement and the Amended Plan.

9. Except as is provided in this Amendment, the Award Agreement shall remain unchanged and continue in full force and effect.

To acknowledge your agreement to the terms and conditions of this Amendment, please sign below and return one copy to the Law Department, Attention: Terri Suter.

CHIQUITA BRANDS INTERNATIONAL, INC.	Complete Grantee Information below:
Kevin Holland, Senior Vice President and Chief People Officer	Home Address (including country)
By:
	U.S. Social Security Number (if applicable)

Date Agreed To:

2

EX-10.9

Exhibit 10.9

[Form of Amendment to Restricted Stock Award and Agreement (to be used when Grantee will not reach Retirement in a taxable year before the taxable year in which the last Vesting Date occurs)]

FIRST AMENDMENT TO

CHIQUITA BRANDS INTERNATIONAL, INC.

2002 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”) is entered into between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and                      (the “Grantee”) under the following circumstances.

Background

A. The Company adopted the Chiquita 2002 Stock Option and Incentive Plan (the “Plan”) effective March 19, 2002.

B. The Company and the Grantee entered into a Restricted Stock Award and Agreement relating to an award made on              (the “Award Agreement”).

C. Effective January 1, 2005, awards granted under the Plan generally became subject to Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), which imposes material adverse tax consequences on the grantee of any award that is not compliant with, or exempt from, the requirements of Section 409A.

D. In order to avoid these adverse tax consequences, pursuant to regulatory guidance issued under Section 409A, the Company has amended the Plan (and changed the name of the Plan to the “Chiquita Stock and Incentive Plan”) so that awards granted under the Plan would be compliant with, or exempt from, the requirements of Section 409A.

E. The Company and the Grantee wish to amend the Award Agreement to ensure that the Shares issuable under it are exempt from Section 409A.

Amendment

Therefore, the Company and the Grantee agree to amend the Award Agreement as follows, it being understood that all amendments will have retroactive effect to January 1, 2005 or, if later, the effective date of the Award Agreement:

1. All references to the Plan in the Award Agreement refer to the Chiquita Stock and Incentive Plan as amended July 8, 2008 (the “Amended Plan”). The Grantee hereby acknowledges that a copy of the Amended Plan has been made available to him or her.

2. The second sentence of the paragraph of the Award Agreement entitled “GRANT” is amended to read as follows:

“The Shares will be issued at no cost to you on the date[s] set forth below, provided that you have a vested right to such Shares as described below.”

3. The paragraph of the Award Agreement entitled “VESTING” is amended to read in its entirety as follows:

“VESTING AND DELIVERY OF SHARES: [All of the Shares will vest on [date]] or [The Shares will vest between the Grant Date and [last vesting date] with [% or number of shares] vesting on [dates]] or, if earlier, upon a Change in Control of the Company (the “Vesting Date”); subject, however, to the forfeiture provisions set forth below. If you Separate from Service because of your death or Disability, all the Shares subject to this award will vest on the date of your Separation from Service. On [the][each] Designated Payment Date or as soon as reasonably practicable thereafter, the Company will deliver to you a certificate representing the Shares which vested on such date. A “Separation from Service” generally means your termination of employment with the Company and all of its Subsidiaries. [The] [A] “Designated Payment Date” is generally defined in the Amended Plan as [the][each] Vesting Date or, if earlier, the date you Separate from Service because of your death or Disability.”

4. The paragraph of the Award Agreement entitled “NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING” is amended to read in its entirety as follows:

“NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to the date Shares are issued to you, you will have no rights as a shareholder of the Company with respect to the Shares subject to this award.”

1

5. The paragraph of the Award Agreement entitled “FORFEITURE OF SHARES” is amended to read in its entirety as follows:

“FORFEITURE OF SHARES: In the event you Separate from Service for any reason (other than as a result of your death or Disability) prior to [the] [any] Vesting Date, then all unvested Shares subject to this award will be forfeited as of the date of your Separation from Service and any rights with respect to such forfeited Shares will immediately cease.”

6. The paragraph of the Award Agreement entitled “TAXES” is amended to read in its entirety as follows:

“TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award and the issuance of the Shares. The Company has the right to withhold, and the Company will withhold at your request, all applicable taxes due by reducing the number of Shares otherwise deliverable under this award or withholding from future earnings (including salary, bonus or any other payments.) In advance of [the][each] date on which the Shares become issuable, you may elect to pay the withholding amounts due by delivering to the Company a number of the Shares that you own that have a fair market value on that date equal to the amount of the payroll withholding taxes due.”

7. The Award Agreement is amended by adding the following new paragraphs after the paragraph entitled “CONDITIONS”:

“EXEMPTION FROM SECTION 409A. It is the intent of the parties that this Agreement and all Shares issued under it shall be exempt from the requirements of Section 409A and the regulations promulgated thereunder. This Agreement shall be interpreted, operated and administered in a manner consistent with this intention.

“MODIFICATIONS. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right to modify the provisions of this Agreement, including without limitation the timing or circumstances of the issuance of Shares to the Grantee, to the extent such modification is determined by the Company to be necessary to preserve the intended deferral of income recognition with respect to the Shares until the Shares are issued.”

8. Capitalized terms used and not defined in this Amendment have the meanings given those terms in the Award Agreement and the Amended Plan.

9. Except as is provided in this Amendment, the Award Agreement shall remain unchanged and continue in full force and effect.

To acknowledge your agreement to the terms and conditions of this Amendment, please sign below and return one copy to the Law Department, Attention: Terri Suter.

CHIQUITA BRANDS INTERNATIONAL, INC.	Complete Grantee Information below:
Kevin Holland, Senior Vice President and Chief People Officer	Home Address (including country)
By:
	U.S. Social Security Number (if applicable)

Date Agreed To:

2

EX-10.10

Exhibit 10.10

[Form of Amendment to Restricted Stock Award and Agreement (to be used for grants to Non-Management Directors)]

FIRST AMENDMENT TO

CHIQUITA BRANDS INTERNATIONAL, INC.

2002 STOCK OPTION AND INCENTIVE PLAN

DIRECTOR’S RESTRICTED STOCK AWARD AND AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”) is entered into between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and              (the “Grantee”) under the following circumstances.

Background

A. The Company adopted the Chiquita 2002 Stock Option and Incentive Plan (the “Plan”) effective March 19, 2002.

B. The Company and the Grantee entered into a Director’s Restricted Stock Award and Agreement relating to an award made on              (the “Award Agreement”).

C. Effective January 1, 2005, awards granted under the Plan generally became subject to Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), which imposes material adverse tax consequences on the grantee of any award that is not compliant with, or exempt from, the requirements of Section 409A.

D. In order to avoid these adverse tax consequences, pursuant to regulatory guidance issued under Section 409A, the Company has amended the Plan (and changed the name of the Plan to the “Chiquita Stock and Incentive Plan”) so that awards granted under the Plan would be compliant with, or exempt from, the requirements of Section 409A.

E. The Company and the Grantee wish to amend the Award Agreement to conform its provisions with the requirements of Section 409A.

Amendment

Therefore, the Company and the Grantee agree to amend the Award Agreement as follows, it being understood that all amendments will have retroactive effect to January 1, 2005 or, if later, the effective date of the Award Agreement:

1. All references to the Plan in the Award Agreement refer to the Chiquita Stock and Incentive Plan as amended July 8, 2008 (the “Amended Plan”). The Grantee hereby acknowledges that a copy of the Amended Plan has been made available to him or her.

2. The third sentence of the first paragraph of the Award Agreement is amended to read as follows:

“The Shares will be issued at no cost to you on the you on the Designated Payment Date, as defined below, or as soon as reasonably practicable thereafter.”

3. The paragraph of the Award Agreement entitled “VESTING” is amended to read in its entirety as follows:

“VESTING AND DELIVERY OF SHARES: All of the Shares subject to this award are fully and immediately vested. On the Designated Payment Date or as soon as reasonably practicable thereafter, the Company will deliver to you a certificate representing the Shares. For purposes of this award, the “Designated Payment Date” is the date you Separate from Service or, if earlier, upon a Change in Control of the Company, and “Separate from Service” means your termination of service as a non-employee director, regardless of your age, for any reason.”

4. The paragraph of the Award Agreement entitled “NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING” is amended to read in its entirety as follows:

“NO RIGHTS AS SHAREHOLDER PRIOR TO DELIVERY: Prior to the date Shares are issued to you, you will have no rights as a shareholder of the Company with respect to the Shares subject to this award.”

5. The paragraph of the Award Agreement entitled “TAXES” is amended to read in its entirety as follows:

“TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award and the issuance of the Shares or the payment of cash in lieu of Shares. [To the extent required by law, the Company reserves the right to withhold all applicable taxes due by reducing the number of Shares otherwise deliverable or amount of cash otherwise

1

payable under this award or withholding from future earnings (including accrued but unpaid director’s fees or any other payments).]”

6. The Award Agreement is amended by adding the following new paragraphs after the paragraph entitled “CONDITIONS”:

“COMPLIANCE WITH SECTION 409A. It is the intent of the parties that this Agreement and all Shares issued under it shall be in compliance with the requirements of Section 409A and the regulations promulgated thereunder. If any provision of this Agreement shall not be in compliance with Section 409A, then that provision shall be deemed automatically amended without further action on the part of the Company or the Grantee to the minimum extent necessary to cause the provision to be in compliance and the provision will thereafter be given effect as so amended.

“MODIFICATIONS. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right to modify the provisions of this Agreement, including without limitation the timing or circumstances of the issuance of Shares to the Grantee, to the extent such modification is determined by the Company to be necessary to comply with applicable law or preserve the intended deferral of income recognition with respect to the Shares until the Shares are issued.”

7. Capitalized terms used and not defined in this Amendment have the meanings given those terms in the Award Agreement and the Amended Plan.

8. Except as is provided in this Amendment, the Award Agreement shall remain unchanged and continue in full force and effect.

To acknowledge your agreement to the terms and conditions of this Amendment, please sign below and return one copy to the Law Department, Attention: Terri Suter.

CHIQUITA BRANDS INTERNATIONAL, INC.	Complete Grantee Information below:
Kevin R. Holland, Senior Vice President and Chief People Officer	Home Address (including country)
By:
	U.S. Social Security Number (if applicable)

Date Agreed To:

2

EX-10.11

Exhibit 10.11

[Form of Award Compliant with 409A (to be used for Non-Management Directors)]

CHIQUITA BRANDS INTERNATIONAL, INC.

STOCK AND INCENTIVE PLAN

DIRECTOR’S RESTRICTED STOCK AWARD AND AGREEMENT

Chiquita Brands International, Inc., a New Jersey corporation (“Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock, par value $.01 per share (“Shares”), subject to the terms of this Agreement. This award is being made pursuant to the non-employee director restricted stock program under the Chiquita Stock and Incentive Plan (the “Plan”). The Shares will be issued at no cost to you as described below. Please read this Agreement carefully and return an executed copy as requested below. Unless otherwise defined in this Agreement, capitalized terms have the meanings specified in the Plan.

Grantee No. of Shares Grant Date

ISSUANCE OF SHARES: The Shares will be issued to you on the day that Grantee Separates from Service or, if earlier, upon a Change in Control of the Company (each a “Designated Payment Date”). On the Designated Payment Date (or promptly thereafter), the Company will deliver to you a certificate representing the Shares granted under this award. For purposes of this award, a “Separation from Service” generally occurs when you cease to be a member of the Board of Directors of the Company.

NO RIGHTS AS SHAREHOLDER PRIOR TO ISSUANCE: Prior to the date Shares are issued to you, you will have no rights as a shareholder of the Company with respect to the Shares subject to this award.

CASH IN LIEU OF SHARES: The Company will have the right, in its sole discretion and without your consent, to elect to pay you an amount of cash equal to the Fair Market Value of the Shares in lieu of issuing you Shares as described above.

TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award or the issuance of Shares or the payment of cash in lieu thereof pursuant to this award.

CONDITIONS: This award is intended to comply with the requirements of Section 409A of the Internal Revenue Code, and shall be interpreted, operated and administered in a manner consistent with this intention. This award is to be governed by and subject to the terms and conditions of the Plan, which contains important provisions of this award and forms a part of this Agreement. A copy of the Plan is being provided to you, along with a summary of the Plan. If there is any conflict between any provision of this Agreement and the Plan, this Agreement will control, unless the provision is not permitted by the Plan, in which case the provision of the Plan will apply. Your rights and obligations under this Agreement are also governed by and are subject to applicable U.S. and foreign laws.

AGREEMENT: To acknowledge your agreement to the terms and conditions of this award, please sign and return one copy of this Agreement to the Law Department, Attention: Terri Suter.

CHIQUITA BRANDS INTERNATIONAL, INC.		Complete Grantee Information below:
By:		By:
	Kevin R. Holland,
	Senior Vice President and Chief People Officer
		Home Address (including country)
		U.S. Social Security Number (if applicable)
		Date Acknowledged:

EX-10.12

Exhibit 10.12

1997 AMENDED AND RESTATED

CHIQUITA BRANDS INTERNATIONAL, INC.

DEFERRED COMPENSATION PLAN

(CONFORMED TO INCLUDE AMENDMENTS

EFFECTIVE THROUGH JULY 29, 2008)

1. ESTABLISHMENT AND PURPOSE

1.1 Effective January 1, 1997, Chiquita Brands International, Inc., a New Jersey corporation, adopts this 1997 Amended and Restated Chiquita Brands International, Inc. Deferred Compensation Plan to enable eligible Associates of the Company and certain of its subsidiaries and affiliates to elect deferral of payment of their compensation.

1.2 A Participant’s deferral shall be governed by the Plan that was in effect at the time the deferral is made, provided that the Administrator may make certain administrative changes including the timing of payments pursuant to Article 10 and any other amendments permitted by Section 15.4.

2. PLAN OBJECTIVES

2.1 The purpose of this Plan is to allow Participants to achieve the following objectives:

(a) Accumulate income for retirement; and

(b) Provide opportunity for financial growth.

3. DEFINITIONS

When used in this Plan, the following words and phrases shall have the following meanings:

3.1 ACCOUNT means the record maintained for each Participant to which all deferrals, investment indices and distributions are credited and debited for each Plan Year.

3.2 ADMINISTRATOR means the Employee Benefits Committee appointed by the Company’s Board of Directors.

3.3 ANNUAL BONUS means the annual lump-sum Total Compensation Review Bonus Award made in addition to a Participant’s Base Salary.

3.4 ASSOCIATE means an employee of the Company.

3.5 BASE SALARY means base pay, excluding any bonuses, commissions and other extraordinary payments.

3.6 COMPANY means Chiquita Brands International, Inc. and (unless the context indicates otherwise) its subsidiaries and affiliates which have not adopted a separate deferred compensation plan.

3.7 COMPENSATION means the Base Salary earned for services rendered during a given Plan Year and the Annual Bonus earned but not determinable or paid until the following Plan Year.

3.8 DISABLED AND DISABILITY mean that a Participant, as a result of accident or illness, is physically, mentally or emotionally unable to perform the duties for which the Participant is employed, and in the Administrator’s opinion is likely to remain so Disabled for at least one year. The Administrator shall make all determinations as to whether a Participant is Disabled and shall use such evidence, including independent medical reports and data, as the Administrator deems necessary and desirable.

3.9 EXCESS 401(K) DEFERRAL means the excess, if any, of (i) the amount a Qualified Participant elects to defer under the Savings Plan, over (ii) the limitations (as adjusted) on deferrals contained in Sections 401(a)(17) and 402(g) of the Internal Revenue Code of 1986, as amended.

3.10 EXPIRATION DATE means, with respect to each annual deferral under Section 7.1, the earlier of (i) the last day of the year to which a Participant elects to defer Compensation pursuant to Section 8.1, or (ii) the last day of the year during which a Participant dies, becomes Disabled or terminates employment with the Company.

3.11 MATCHING CONTRIBUTIONS means, with respect to each Qualified Participant in a Plan Year, Company contributions to the Plan, in respect of the Participant’s contributions under Section 7.1, equal to the difference, if any, between the following two amounts: (i) the total of the Basic Matching Contribution and Discretionary Matching Contribution (the “Contributions”) such Participant would have received for such Plan Year under the Savings Plan, up to the 6% limit imposed by the Savings Plan, if such Contributions were determined without respect to cumulative annual Base Salary without applying the limitations on compensation and contributions in Sections 401(a)(17) and 402(g) of the Internal Revenue Code of 1986, as amended, and (ii) the actual Contributions on behalf of such Participant under the Savings Plan for that Plan Year.

3.12 PARTICIPANT means an officer or other highly compensated Associate who is selected or entitled to participate and participates in the Plan for a designated Plan Year.

3.13 PLAN means this 1997 Amended and Restated Chiquita Brands International, Inc. Deferred Compensation Plan, as it may be amended from time to time.

3.14 PLAN YEAR means the calendar year, January 1 through December 31.

3.15 SAVINGS PLAN means the Chiquita Savings and Investment Plan.

3.16 QUALIFIED PARTICIPANT means a Participant whose Base Salary exceeds the limitation on compensation in Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, who elects to defer Excess 401(k) Deferrals under this Plan, and participates in the Savings Plan for the entire year and does not change his or her percentage of compensation contributed to the Savings Plan for the entire Plan Year.

4. ELIGIBILITY

4.1 Officers and other highly compensated Associates of the Company will be eligible to become Participants in the Plan either through annual invitation by the President of the Company or through an employment agreement approved by the President.

5. PARTICIPATION

5.1 A Participant elects to participate in the Plan by delivering to the Administrator, before the beginning of each Plan Year, a properly completed enrollment form.

5.2 The enrollment form shall conform to the terms and conditions of the Plan.

6. DEFERRED COMPENSATION ACCOUNT

6.1 Each Plan Year a deferred compensation Account will be established for each Participant.

6.2 All Compensation deferred by the Participant (including all Excess 401(k) Deferrals), all increases in the value of the Account resulting from the application of the appropriate Interest Index, all other amounts credited to the Account pursuant to this Plan and all distributions from the Account to the Participant or the Participant’s beneficiary(ies) or estate shall be reflected in the Account.

6.3 All Accounts shall be maintained by the Administrator.

7. DEFERRAL SOURCES AND MATCHING CONTRIBUTIONS

7.1 At the time of enrollment as provided in Section 5.1, a Participant may elect to defer a percentage of Base Salary and, if the Participant is a Qualified Participant, Excess 401(k) Deferrals, for services rendered in the next Plan Year. In the fourth quarter of each Plan Year, a Participant also may elect to defer a percentage or flat dollar amount of his Annual Bonus that is not yet determined, but that is scheduled to be paid in the following Plan Year.

7.2 Any Base Salary deferral must be at least 10% of Base Salary. Any Annual Bonus deferral must be at least 20% of each Annual Bonus or $10,000, whichever is less. The maximum Base Salary deferral must not exceed 80% of Base Salary and the maximum Annual Bonus deferral must not exceed 85% of Annual Bonus.

7.3 Compensation and Excess 401(k) Deferrals deferred under this Plan shall be credited to the Participant’s Account on the date such amounts would have otherwise been paid.

7.4 The deferral sources and amounts elected for a given Plan Year are irrevocable.

7.5 If a Qualified Participant in this Plan has elected to participate in the Savings Plan and has Excess 401(k) Deferrals, the Company will make Matching Contributions for that Participant in accordance with Section 3.11 provided the Participant does not change such Participant’s 401(k) contribution rate during the Plan Year. All such Matching Contributions shall be credited to the Participant’s Account on the earliest of the last pay day of the respective Plan Year or the Expiration Date.

8. DEFERRAL TERM

8.1 At the time a Participant elects to defer Compensation, the Participant must also elect the term for which such deferral is made (the “Deferral Term”). The Deferral Term for Base Salary or Annual Bonus deferrals must be either five years or ten years or the date on which the Participant dies, becomes Disabled or terminates employment with the Company for any reason. The Deferral Term for all Excess 401(k) Deferrals and Matching Contributions shall always end upon death, Disability or termination of employment for any reason.

8.2 The Deferral Term for deferrals of Base Salary and Annual Bonus are not required to be the same.

8.3 A Deferral Term, once elected, is irrevocable.

8.4 Should a Participant die, become Disabled or the Participant’s employment with the Company be terminated for any reason before the end of a Deferral Term of five or ten years, the date of death, Disability or termination of employment will trigger the end of the Deferral Term.

9. INTEREST INDICES

9.1 Amounts deferred under this Plan shall accrue interest from the date which is the midpoint of the calendar quarter in which the deferrals are credited to the Participant’s Account until the Expiration Date. Such interest shall be credited to the Account quarterly, at the interest rate specified in the Interest Rate Schedule for the respective Plan Year and Deferral Term elected by the Participant.

10. PAYMENT FORM AND METHOD

10.1 All payments from the Plan shall be made in the form of cash.

10.2 At the time of enrollment for a given Plan Year, a Participant shall elect the method of payment desired upon the Expiration Date of the Deferral Term elected.

10.3 A Participant may choose either a lump sum or an equal annual installment payment method for any deferrals of Compensation earned during any Plan Year prior to 1996. Only lump sum payments will be available (and installment payments will not be available) for any deferrals of Compensation earned on or after January 1, 1996 and before January 1, 1998. A Participant again may choose either a lump sum or an equal annual installment payment method for any deferrals of Compensation and Annual Bonus earned during any Plan Year beginning on or after January 1, 1998.

10.4 The payment method elected may be separate for each Deferral Term and from the various deferral sources, for the respective Plan Years.

10.5 Should a Participant elect annual installments, the Participant must select at the time of enrollment the length of time over which installments are to be received in accordance with Article 12 below.

10.6 The payment method and the installment period elected for deferrals in a given Plan Year are irrevocable.

11. ACCOUNT STATEMENT

11.1 Account statements will be sent periodically (at least annually) to each Participant until the Participant’s Account has been completely distributed.

11.2 The appropriate Interest Rate Schedules will be used for crediting the deferrals accrued pursuant to Section 9.

12. ACCOUNT DISTRIBUTION

12.1 Payment will be made (or in the case of installments, begin) as soon as administratively practicable after the Participant’s Account is valued pursuant to Section 9 following the Expiration Date. Prior to the commencement of payments from the Participant’s Account, the Account will continue to accrue interest and dividends in accordance with the Participant’s investment index election through the Expiration Date. For lump sum payments, no interest or credits will accrue after the Expiration Date. For installment payments, interest will accrue at the prime rate after the Expiration Date. All subsequent installments payments will be made on or about the anniversary date of the initial installment payment until the installment payments are completed.

12.2 Applicable federal, state, local and foreign taxes will be deducted from the gross amount of the payment.

12.3 Equal annual installments shall be at least $2,000 per deferral type per year. Installment payments will be made annually over a period not to exceed ten years. The Administrator shall have the right to reduce the length of the installment period to that which provides an equal installment of at least $2,000.

12.4 The ongoing process of an equal installment distribution shall be as follows:

12.4.1 The Participant’s account shall no longer be valued based on the Graduated Interest Index or the Stock Index.

12.4.2 Interest shall be credited quarterly throughout the distribution period, based on the Prime Rate as announced by the Federal Reserve Bank of Cleveland as of the first day of each calendar quarter, for both Graduated Interest Index and Stock Index balances.

12.4.3 The Administrator may accelerate payment of any amount remaining in the Account to the extent that the amounts being paid are not sufficiently large enough to warrant the administrative expense being incurred.

13. HARDSHIP DISTRIBUTIONS

13.1 Distribution of payments from a Participant’s Account prior to the dates set forth in Section 12.1 shall be made only if

the Administrator, after consideration of a written application by the Participant, determines that the Participant has sustained financial hardship. For purposes of Section 13, Participant shall also include a terminated Associate receiving severance payments from the Company.

13.2 Any hardship distribution shall be withdrawn from the Participant’s Account, starting with the most current Plan Year, continuing in reverse chronological order.

13.3 Applicable federal, state, local and foreign taxes will be deducted from the gross amount of the payment.

14. BENEFICIARY DESIGNATION

14.1 A Participant shall have the right to designate one or more beneficiaries and to change any beneficiary previously designated.

14.2 A Participant shall submit his or her beneficiary designation in writing using the beneficiary designation form. The Participant shall deliver the completed form to the Administrator.

14.3 The most recently dated and filed beneficiary designation shall cancel all prior designations.

14.4 In the event of the Participant’s death before or after the commencement of payments from the Account, the amount otherwise payable to the Participant shall be paid to the designated beneficiary(ies) or, if no beneficiary, to the estate, according to the provisions of Section 12, as applicable.

15. GENERAL PROVISIONS

15.1 PARTICIPANT’S RIGHTS UNSECURED. The right of any Participant to receive payments under the provisions of this Plan shall be an unsecured claim against the general assets of the Company. It is not required or intended that the amounts credited to the Participant’s Account be segregated on the books of the Company or be held by the Company in trust for a Participant and a Participant shall not have any claim to or against a specific asset or assets of the Company. All credits to an Account are for bookkeeping purposes only.

15.2 NON-ASSIGNABILITY. The right to receive payments shall not be transferrable or assignable by a Participant. Any attempted assignment or alienation of payments shall be void and of no force or effect.

15.3 ADMINISTRATION. The Administrator shall have the authority to adopt rules, regulations and procedures for carrying

out this Plan, and shall interpret, construe and implement the provisions of the Plan according to the laws of the State of Ohio. Any such interpretation by the Administrator shall be final, binding and conclusive.

15.4 AMENDMENT AND TERMINATION. The Company expressly reserves the sole and exclusive right to amend, modify, or terminate this Plan at any time by action of the Board of Directors of the Company or, to the extent it has delegated such authority, by action of the Employee Benefits Committee. Any amendment, modification, or termination shall be in writing authorized by the Board of Directors or the Employee Benefits Committee, as the case may be, and signed by an officer of the Company. The Company’s right of amendment, modification, or termination shall not require the assent, concurrence, or any other action by any subsidiary or affiliate of the Company even though actions by the Company may relate to persons employed by a subsidiary or affiliate. However, no amendment, modification, or termination of this Plan shall adversely affect any Participant’s accrued rights arising from any election to defer Compensation made prior to such amendment, modification or termination of the Plan.

15.5 CONSTRUCTION. The singular shall also include the plural where appropriate.

15.6 EMPLOYMENT RIGHTS. This Plan does not constitute a contract of employment and participation in the Plan will not give any Participant the right to be retained in the employ of the Company.

15.7 ANNUAL BONUS RIGHTS. This Plan does not confer the right for a Participant to receive an Annual Bonus.

15.8 CLAIMS PROCEDURE. In accordance with the provisions of Section 503 of ERISA, this Plan provides the following procedure, to be construed in accordance with regulations issued by the Secretary of Labor, 29 C.F.R. 2560.503-1, as the Plan’s claims procedure. Any Participant or beneficiary (a “Claimant”) who believes that he is entitled to a benefit under the Plan that he has not received because the Company has denied the benefit in whole or in part, may file with the Administrator a written claim specifying the basis of his complaint and the facts upon which he relies in making such claim. Such claim must be signed by the Claimant or his authorized representative and shall be deemed filed when received by the Administrator. The claim shall be reviewed by a single member of the Administrator. The single member of the Administrator shall have full discretion to interpret the terms of the Plan, to determine the Claimant’s eligibility and entitlement to benefits and review, and to weigh evidence in issuing the decision on the claim. Unless such claim is allowed in total, the Administrator shall respond in writing to the Claimant advising him of the total or partial denial of his claim. Such notice shall include:

The reasons for the denial of the claim;

Reference to the provisions of the Plan upon which the denial of the claim was based;

A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary;

A notice that Claimants have the opportunity to submit written comments, documents, records or other information relating to the claim;

A notice that the Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits; and

An explanation of the review procedure and that an appeal must be pursued no later than sixty (60) days following receipt of notice of an adverse benefit determination.

Within sixty (60) days after the receipt of a notice of an adverse benefits determination, the Claimant can appeal such denial by filing with the Administrator a written request for the review of the claim. The Administrator shall conduct a full and fair review of the claim and mail to the Claimant not later than sixty (60) days after receipt of the appeal a written decision on the matter based upon the facts and pertinent provisions of the Plan. The Administrator shall have full discretion to interpret the terms of the Plan, to determine the Claimant’s eligibility and entitlement to benefits and review, and to weigh evidence in issuing the decision on the claim. An adverse decision of the Administrator on appeal shall include:

The reasons for the denial of the claim;

Reference to the provisions of the Plan upon which the denial of the claim was based;

A notice that the Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits; and

A statement of the Claimant’s right to bring an action under ERISA § 502(a), if the adverse benefit determination is sustained on appeal.

No lawsuit by a Claimant may be filed prior to exhausting the Plan’s administrative appeal process. Any lawsuit must be filed no later than one year after the earlier of the date the Claimant’s claim for benefit was denied or the date the cause of action first arose.

15.9 COMPLETE DOCUMENT. This document and the Participant enrollment and designation of beneficiary forms contain all the terms of this Plan and supersede any prior understandings, agreements or representations, written or oral, which may have related to the subject matter hereof in any way.

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Fernando Aguirre, certify that:

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

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

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008

/s/ Fernando Aguirre
Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Jeffrey M. Zalla, certify that:

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

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

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008

/s/ Jeffrey M. Zalla
Title:	Chief Financial Officer

EX-32

Exhibit 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Chiquita Brands International, Inc. (the “company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 of the company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the company.

Dated: August 6, 2008
	/s/ Fernando Aguirre
	Name:	Fernando Aguirre
	Title:	Chief Executive Officer
Dated: August 6, 2008
	/s/ Jeffrey M. Zalla
	Name:	Jeffrey M. Zalla
	Title:	Chief Financial Officer