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 September 30, 2010

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    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	¨	Accelerated filer	x
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 October 28, 2010, there were 45,182,050 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 nine months ended September 30, 2010 and 2009		3
	Condensed Consolidated Balance Sheets as of September 30, 2010, December 31, 2009 and September 30, 2009		4
	Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2010 and 2009		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations			29
Item 3 - Quantitative and Qualitative Disclosures About Market Risk			37
Item 4 - Controls and Procedures			39
Item 5 - Other Information			39
PART II - Other Information
Item 1 - Legal Proceedings			40
Item 6 - Exhibits			40
Signature			42

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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 Sept. 30,						Nine Months Ended Sept. 30,
	2010			2009			2010			2009
Net sales	$	729,706		$	797,471		$	2,454,366		$	2,590,991
Operating expenses
Cost of sales		630,436			665,620			2,074,862			2,121,571
Selling, general and administrative		75,634			90,658			246,737			261,946
Depreciation		13,394			13,385			37,284			39,263
Amortization		2,348			2,573			7,495			7,721
Gain on deconsolidation and sale of 51% of Just Fruit in a Bottle		—			—			(32,497	)		—
Equity in losses (earnings) of investees		1,559			(83	)		(144	)		(16,284	)
Relocation of European headquarters		—			2,032			—			11,260
		723,371			774,185			2,333,737			2,425,477
Operating income		6,335			23,286			120,629			165,514
Interest income		1,357			1,703			4,429			4,173
Interest expense		(14,235	)		(15,329	)		(42,847	)		(47,335	)
Other (expense) income		(2,905	)		(179	)		364			(179	)
Income (loss) from continuing operations before income taxes		(9,448	)		9,481			82,575			122,173
Income tax (expense) benefit		1,000			(4,400	)		(2,300	)		(5,000	)
Income (loss) from continuing operations		(8,448	)		5,081			80,275			117,173
Loss from discontinued operations, net of income taxes		—			—			(3,268	)		—
Net income (loss)	$	(8,448	)	$	5,081		$	77,007		$	117,173
Earnings (loss) per common share - basic:
Continuing operations	$	(0.19	)	$	0.11		$	1.78		$	2.63
Discontinued operations		—			—			(0.07	)		—
	$	(0.19	)	$	0.11		$	1.71		$	2.63
Earnings (loss) per common share - diluted:
Continuing operations	$	(0.19	)	$	0.11		$	1.75		$	2.58
Discontinued operations		—			—			(0.07	)		—
	$	(0.19	)	$	0.11		$	1.68		$	2.58

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)

	September 30, 2010			December 31, 2009			September 30, 2009
ASSETS
Current assets:
Cash and equivalents	$	182,463		$	121,369		$	176,203
Trade receivables (less allowances of $10,462, $9,619 and $10,131)		297,303			290,083			287,577
Other receivables, net		128,993			157,640			154,124
Inventories		203,429			212,893			205,471
Prepaid expenses		37,221			36,728			33,403
Other current assets		2,352			8,212			—
Total current assets		851,761			826,925			856,778
Property, plant and equipment, net		330,353			335,528			319,918
Investments and other assets, net		157,241			131,877			133,577
Trademarks		449,085			449,085			449,085
Goodwill		176,584			176,584			176,584
Other intangible assets, net		117,331			124,827			127,400
Total assets	$	2,082,355		$	2,044,826		$	2,063,342
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt of subsidiaries	$	20,057		$	17,607		$	15,147
Accounts payable		263,466			295,572			279,750
Accrued liabilities		154,518			158,746			159,126
Total current liabilities		438,041			471,925			454,023
Long-term debt of parent company		466,221			473,406			483,649
Long-term debt of subsidiaries		150,031			165,056			170,145
Accrued pension and other employee benefits		71,630			65,812			56,811
Deferred gain – sale of shipping fleet		52,217			63,246			67,037
Deferred tax liabilities		104,876			105,094			103,209
Other liabilities		58,303			39,984			64,426
Total liabilities		1,341,319			1,384,523			1,399,300
Commitments and contingencies
Shareholders’ equity:
Common stock, $0.01 par value (45,165,530, 44,817,833 and 44,727,150 shares outstanding, respectively)		452			448			447
Capital surplus		813,384			809,984			806,912
Accumulated deficit		(56,263	)		(133,270	)		(106,588	)
Accumulated other comprehensive loss		(16,537	)		(16,859	)		(36,729	)
Total shareholders’ equity		741,036			660,303			664,042
Total liabilities and shareholders’ equity	$	2,082,355		$	2,044,826		$	2,063,342

See Notes to Condensed Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

(In thousands)

	Nine Months Ended Sept. 30,
	2010			2009
Cash (used) provided by:
OPERATIONS
Net income	$	77,007		$	117,173
Loss from discontinued operations		3,268			—
Depreciation and amortization		44,779			46,984
Gain on deconsolidation and sale of 51% of Just Fruit in a Bottle		(32,497	)		—
Loss on debt extinguishment, net		246			179
Amortization of discount on Convertible Notes		5,630			4,987
Equity in earnings of investees		(144	)		(16,284	)
Amortization of gain on sale of the shipping fleet		(11,029	)		(11,373	)
Changes in current assets and liabilities and other		529			22,531
Operating cash flow		87,789			164,197
INVESTING
Capital expenditures		(33,082	)		(39,220	)
Net proceeds from sales of:
51% of Just Fruit in a Bottle, net of $1,396 cash included in the net assets of Just Fruit in a Bottle on the date of sale		16,882			—
Equity method investment		17,500			—
Asia joint venture		3,153			4,200
Other long-term assets		746			2,467
Contribution to Danone JV		(5,272	)		—
Other, net		(1,242	)		379
Investing cash flow		(1,315	)		(32,174	)
FINANCING
Repurchases and repayments of long-term debt		(25,380	)		(33,132	)
Fees and other issuance costs for long-term debt		—			41
Borrowings under the revolving credit facility		—			38,000
Repayments of notes and loans payable		—			(38,000	)
Proceeds from exercise of stock options/warrants		—			4
Financing cash flow		(25,380	)		(33,087	)
Cash flow from continuing operations		61,094			98,936
DISCONTINUED OPERATIONS
Operating cash flow, net		—			—
Investing cash flow, net		—			—
Financing cash flow, net		—			—
Cash flow from discontinued operations		—			—
Increase in cash and equivalents		61,094			98,936
Balance at beginning of period		121,369			77,267
Balance at end of period	$	182,463		$	176,203

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, “Chiquita” or 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. 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 2009 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 Sept. 30,					Nine Months Ended Sept. 30,
(In thousands, except per share amounts)	2010			2009		2010			2009
Income (loss) from continuing operations	$	(8,448	)	$	5,081	$	80,275		$	117,173
Loss from discontinued operations		—			—		(3,268	)		—
Net income (loss)	$	(8,448	)	$	5,081	$	77,007		$	117,173
Weighted average common shares outstanding (used to calculate basic EPS)		45,050			44,652		44,924			44,546
Dilutive effect of warrants, stock options and other stock awards		—			546		918			854
Shares used to calculate diluted EPS		45,050			45,198		45,842			45,400
Earnings (loss) per common share - basic:
Continuing operations	$	(0.19	)	$	0.11	$	1.78		$	2.63
Discontinued operations		—			—		(0.07	)		—
	$	(0.19	)	$	0.11	$	1.71		$	2.63
Earnings (loss) per common share - diluted:
Continuing operations	$	(0.19	)	$	0.11	$	1.75		$	2.58
Discontinued operations		—			—		(0.07	)		—
	$	(0.19	)	$	0.11	$	1.68		$	2.58

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 (“Convertible Notes”) 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 nine months ended September 30, 2010 and 2009, the effect of the Convertible Notes would have been anti-dilutive because the average trading price of the common shares was below the initial conversion price of $22.45 per share. If the company had generated net income for the third quarter of 2010, 45.6 million shares would have been used to calculate diluted EPS in that quarter. All remaining warrants to purchase common shares at $19.23 per share were anti-dilutive and expired on March 19, 2009.

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Note 2 – Deconsolidation, Divestitures and Discontinued Operations

DANONE CHIQUITA FRUITS JOINT VENTURE

On May 25, 2010, the company sold 51% of its Just Fruit in a Bottle (“JFIB”) business to Danone S.A., for €15 million ($18 million) and deconsolidated JFIB, accounting for its remaining 49% investment using the equity method. The deconsolidation and sale resulted in the creation of the Danone Chiquita Fruits SAS (“Danone JV”), which is a joint venture intended to develop, manufacture, and sell packaged fruit juices and fruit smoothies in Europe and is financed by Chiquita and Danone in amounts proportional to their ownership interests. The gain on the deconsolidation and sale of JFIB was $32 million, which includes a gain of $15 million related to the remeasurement of the retained investment in JFIB to its fair value of $16 million on the closing date. The fair value of the investment was a Level 3 measurement (see Note 7) based upon the consideration paid by Danone for 51% of the Danone JV including a discount for the company’s lack of control. The company’s 49% investment in the joint venture is accounted for as an equity method investment and is included in the Salads and Healthy Snacks segment. Future company contributions to the Danone JV are limited to an aggregate €22 million ($27 million) through 2013 without unanimous consent of the owners. The company contributed a total of €2 million ($2 million) and €4 million ($5 million) for the quarter and nine months ended September 30, 2010, respectively, and the company’s carrying value of the Danone JV was $21 million as of September 30, 2010.

The Danone JV is a variable interest entity; however, the company was not the primary beneficiary, and did not consolidate it as of September 30, 2010. The Danone JV will obtain sales, local marketing, and product supply chain management services from the company’s subsidiaries; however, the power to direct the JV’s most significant activities is controlled by Danone S.A.

SALE OF INVESTMENT IN COAST CITRUS DISTRIBUTORS

In April 2010, the company sold its 49% investment in Coast Citrus Distributors, Inc. for $18 million in cash, which approximated its carrying value. Prior to the sale, the company accounted for this investment using the equity method.

SALE OF INTEREST IN ASIA JOINT VENTURE

The company previously operated in Asia primarily through the Chiquita-Unifrutti joint venture (“Asia JV”), which was engaged in the distribution of fresh bananas and pineapples from the Philippines to Japan, Korea and the Middle East and was accounted using the equity method. In August 2009, the company sold its 50% interest in the Asia JV to its former joint venture partner. In connection with the sale, the company entered into new long-term agreements with the former joint venture partner for (a) shipping and supply of bananas sold in the Middle East and (b) licensing of the Chiquita brand for sales of whole fresh bananas and pineapples in Japan and Korea.

The sale proceeds included $4 million of cash, a $58 million note that is receivable in installments over 10 years, and certain contingent consideration, of which $1 million was received in June 2010. Additional contingent consideration that would result in further gain will be recorded if and when realized. At September 30, 2010, December 31, 2009 and September 30, 2009, on the Condensed Consolidated Balance Sheets, the current portion of the note receivable included in “Other Receivables, net” was $3 million, $3 million and $12 million, respectively, and the long-term portion of the note receivable included in “Investments and other assets, net” was $35 million, $37 million and $39 million, respectively.

7

SALE OF IVORY COAST OPERATIONS

In January 2009, the company sold its operations in the Ivory Coast. The sale resulted in a pre-tax gain of approximately $4 million included in “Cost of sales,” including realization of $11 million of cumulative translation gains. Income tax benefits of approximately $4 million were recognized in the first quarter of 2009 related to these operations.

DISCONTINUED OPERATIONS

In August 2008, the company sold its subsidiary, Atlanta AG. In connection with the sale, the company contracted with Atlanta to continue to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark for at least five years. Current year loss from discontinued operations is related to new information about potential indemnification obligations for tax liabilities. Approximately €6 million ($7 million) was collected in February 2010 related to consideration from the sale which had been held in escrow to secure any potential obligations of the company under the sale agreement.

Note 3 – EU Banana Import Regulation

From 2006 through the second quarter 2010, bananas imported into the European Union (“EU”) from Latin America, the company’s primary source of fruit, were subject to a tariff of €176 per metric ton, while banana imports from African, Caribbean and Pacific sources have been and continue to be allowed to enter the EU tariff-free (since January 2008, in unlimited quantities). Following several successful legal challenges to this EU import arrangement in the World Trade Organization (“WTO”), the EU and 11 Latin American countries initialed the WTO “Geneva Agreement on Trade in Bananas” (“GATB”) in December 2009, under which the EU agreed to reduce tariffs on Latin American bananas in stages, starting with a new rate of €148 per metric ton in 2010, reducing to €143 in 2011 and ending with a rate of €114 per metric ton by 2019. At that time, the EU also initialed a WTO agreement with the United States, under which it agreed not to reinstate WTO-illegal tariffs, quotas, or licenses on banana imports.

On June 9, 2010, the EU reduced its tariff to €148 per metric ton retroactively to December 15, 2009. In June 2010, the company filed for refunds of the €28 per metric ton difference between tariffs paid at the former rate and the new effective rate for bananas imported between December 15, 2009 and June 9, 2010 and recognized €10 million ($12 million) as a reduction of tariff expense included in “Cost of sales” in the second quarter of 2010. A €4 million ($6 million) receivable in “Other receivables, net” remains outstanding as of September 30, 2010.

Note 4 – Inventories

(In thousands)	September 30, 2010		December 31, 2009		September 30, 2009
Bananas	$	44,529	$	53,846	$	55,015
Salads		6,046		6,760		6,715
Other fresh produce		6,324		1,733		3,624
Processed food products		10,322		13,148		14,690
Growing crops		69,072		77,032		67,837
Materials, supplies and other		67,136		60,374		57,590
	$	203,429	$	212,893	$	205,471

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Note 5 – Debt

Debt consists of the following:

(In thousands)	September 30, 2010			December 31, 2009			September 30, 2009
Parent company:
7 1/2% Senior Notes due 2014	$	156,438		$	167,083		$	179,092
8 7/8% Senior Notes due 2015		177,015			179,185			179,185
4.25% Convertible Senior Notes due 2016		132,768			127,138			125,372
Long-term debt of parent company		466,221			473,406			483,649
Subsidiaries:
Credit Facility Term Loan		170,000			182,500			185,000
Other loans		88			163			292
Less current portion		(20,057	)		(17,607	)		(15,147	)
Long-term debt of subsidiaries		150,031			165,056			170,145
Total long-term debt	$	616,252		$	638,462		$	653,794

SENIOR NOTES

During the first six months of 2010, the company repurchased $11 million principal amount of its 7 ¹/2% Senior Notes and $2 million principal amount of the 8 ⁷/8% Senior Notes in open market transactions at a small discount. These repurchases resulted in a small extinguishment loss, from the write off of deferred financing fees and transaction costs.

The 7 ¹/2% Senior Notes due 2014 are callable on or after November 1, 2009, in whole or from time to time in part, at 103.75% of face value declining to face value in 2012. The 8 ⁷/8% Senior Notes due 2015 are callable on or after June 1, 2010, in whole or from time to time in part, at 104.438% of face value declining to face value in 2013.

4.25% CONVERTIBLE SENIOR NOTES DUE 2016

The $200 million of Convertible Notes:

• are unsecured, unsubordinated obligations of the parent company and rank equally with the company’s 7 ¹/2% Senior Notes and 8 ⁷/8% Senior Notes (the “Senior Notes”).

• are convertible at an initial conversion rate of 44.5524 shares of common stock per $1,000 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, without limitation. Prior to May 15, 2016, holders of the Convertible Notes may tender the notes for conversion only under certain circumstances, in accordance with their terms.

• may be settled, upon conversion, in shares, in cash or in any combination thereof at the company’s option. Although the company initially reserved 11.8 million shares for issuance upon conversions of the Convertible Notes, the company’s current intent and policy is to settle with a cash amount equal to the principal portion together with shares of the company’s common stock to the extent that the obligation exceeds such principal portion.

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• are callable for redemption beginning February 19, 2014, under certain circumstances relating to the company’s common stock trading price.

• are accounted for in two components: (i) a debt component included in “Long-term debt of parent company” recorded at the issuance date representing the estimated fair value of a similar debt instrument without the debt for equity conversion feature; and (ii) an equity component included in “Capital surplus” representing the issuance date estimated fair value of the conversion feature. This separation results in the debt being carried at a discount, which is accreted to the principal amount of the debt component using the effective interest rate method over the expected life of the Convertible Notes (through the maturity date).

To estimate the fair value of the debt component, the company discounted the principal balance to result in an effective interest rate of 12.50% for each of the quarters ended September 30, 2010 and 2009. The fair value of the equity component was estimated as the difference between the full principal amount and the estimated fair value of the debt component, net of an allocation of issuance costs and income tax effects. These were Level 3 fair value measurements (described in Note 7) and will be reconsidered in the event that any of the Convertible Notes are converted.

The carrying amounts of the debt and equity components of the Convertible Notes are as follows:

	September 30,			December 31,			September 30,
(In thousands)	2010			2009			2009
Principal amount of debt component1	$	200,000		$	200,000		$	200,000
Unamortized discount		(67,232	)		(72,862	)		(74,628	)
Net carrying amount of debt component	$	132,768		$	127,138		$	125,372
Equity component	$	84,904		$	84,904		$	84,904
Issuance costs and income taxes		(3,210	)		(3,210	)		(3,210	)
Equity component, net of issuance costs and income taxes	$	81,694		$	81,694		$	81,694

¹ As of September 30, 2010, the value of the shares that could result from conversion of the Convertible Notes is less than their principal amount.

The interest expense related to the Convertible Notes was as follows:

	Quarter Ended Sept. 30,				Nine Months Ended Sept. 30,
(In thousands)	2010		2009		2010		2009
4.25% coupon interest	$	2,125	$	2,125	$	6,375	$	6,375
Amortization of deferred financing fees		117		123		352		370
Amortization of discount on the debt component		1,934		1,713		5,630		4,987
	$	4,176	$	3,961	$	12,357	$	11,732

CREDIT FACILITY

Chiquita Brands L.L.C. (“CBL”), the main operating subsidiary of CBII, maintains a senior secured credit facility (“Credit Facility”) that matures on March 31, 2014 and consists of a 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.

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The interest rate for the Term Loan is based on LIBOR and CBII’s leverage ratio and was 4.06%, 4.00% and 4.06% at September 30, 2010, December 31, 2009 and September 30, 2009, respectively. The Term Loan requires quarterly principal repayments of $2.5 million through March 31, 2010 and $5 million thereafter for the life of the loan, with any remaining balance to be paid upon maturity at March 31, 2014.

There were no borrowings under the Revolver at September 30, 2010, December 31, 2009 or September 30, 2009. The company is required to pay a fee of 0.50% per annum on the daily unused portion of the Revolver. 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 September 30, 2010, there was $128 million of available Revolver credit after $22 million was used to support issued letters of credit.

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. At September 30, 2010, the company was in compliance with the financial covenants of the Credit Facility. Repurchases of Senior Notes have not affected the financial maintenance covenants of the Credit Facility because the Senior Notes were repurchased by CBL as permitted investments under the terms of the Credit Facility. Although these repurchased Senior Notes were not retired, the company does not intend to resell or re-issue any of them.

Note 6 – Hedging

Derivative instruments are recognized at fair value in the Condensed Consolidated Balance Sheets. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gains or losses on the derivative is reported as a component of “Accumulated other comprehensive loss” and reclassified into net income in the same period during which the hedged transaction affects net income. Gains and losses on derivatives representing hedge ineffectiveness are recognized in net income currently. See further information regarding fair value measurements of derivatives in Note 7.

The company purchases euro put option contracts to hedge the cash flow and earnings risks that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars. Purchased euro put options require an upfront premium payment and can reduce these risks without limiting the benefit received from a stronger euro. The company also sells short-term euro call options to reduce its net option premium expense, although call options can limit the benefit received from a stronger euro. In some cases, the company has entered into a purchased euro put option and a sold euro call option at the same strike rate to effectively lock in the exchange rate of the notional amount. Foreign currency hedge premium expense also reduces any favorable effects of exchange rates when converting euro-denominated sales to U.S. dollars. These purchased euro put options and sold euro call options are designated as cash flow hedging instruments. At September 30, 2010, unrealized net losses of $3 million on the company’s purchased euro put options were deferred in “Accumulated other comprehensive loss,” which will be reclassified to net income, if realized, in the next twelve months. At September 30, 2010, unrealized net losses of $2 million on the company’s sold euro call options were deferred in “Accumulated other comprehensive loss,” which will be reclassified to net income, if realized, in the next twelve months.

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Most of the company’s foreign operations use the U.S. dollar as their functional currency. As a result, balance sheet translation adjustments due to currency fluctuations are recognized currently in “Cost of sales” in the Condensed Consolidated Statements of Income. To minimize the resulting volatility, the company also enters into 30-day euro forward contracts each month to economically hedge the net monetary assets exposed to euro exchange rates. These 30-day euro forward contracts are not designated as hedging instruments, and gains and losses on these forward contracts are recognized currently in “Cost of sales” in the Condensed Consolidated Statements of Income. In the third quarter of 2010, the company recognized $14 million of losses on 30-day euro forward contracts, and $19 million of income from fluctuations in the value of the net monetary assets exposed to euro exchange rates. In the third quarter of 2009, the company recognized $5 million of losses on 30-day euro forward contracts, and $8 million of income from fluctuations in the value of the net monetary assets exposed to euro exchange rates. For the nine months ended September 30, 2010, the company recognized $6 million of gains on 30-day euro forward contracts, and $8 million of expense from fluctuations in the value of the net monetary assets exposed to euro exchange rates. For the nine months ended September 30, 2009, the company recognized $8 million of losses on 30-day euro forward contracts, and $9 million of income from fluctuations in the value of the net monetary assets exposed to euro exchange rates.

The company also enters into bunker fuel forward contracts 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. These bunker fuel forward contracts are designated as cash flow hedging instruments. At September 30, 2010, unrealized net gains of $9 million on the company’s bunker fuel forward contracts were deferred in “Accumulated other comprehensive loss,” including net losses of $2 million which will be reclassified to net income, if realized, in the next twelve months.

At September 30, 2010 the company’s portfolio of derivatives consisted of the following:

	Notional Amount		Average Rate/Price			Settlement Period
Derivatives designated as hedging instruments:
Currency derivatives:
Purchased euro put options	€	106 million	$	1.29/	€		2010
Purchased euro put options	€	53 million	$	1.27/	€		2011
Sold euro call options	€	82 million	$	1.38/	€		2010
Fuel derivatives:
3.5% Rotterdam Barge:
Bunker fuel forward contracts		46,308 mt	$	517/mt			2010
Bunker fuel forward contracts		185,233 mt	$	434/mt			2011
Bunker fuel forward contracts		110,224 mt	$	455/mt			2012
Bunker fuel forward contracts		70,857 mt	$	474/mt			2013
Singapore/New York Harbor:
Bunker fuel forward contracts		12,180 mt	$	546/mt			2010
Bunker fuel forward contracts		48,719 mt	$	460/mt			2011
Bunker fuel forward contracts		19,456 mt	$	485/mt			2012
Bunker fuel forward contracts		10,348 mt	$	503/mt			2013
Derivatives not designated as hedging instruments:
30-day euro forward contracts	€	93 million	$	1.33/	€		Oct. 2010

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Activity related to the company’s derivative assets and liabilities designated as hedging instruments is as follows:

	2010									2009
(In thousands)	Purchased Euro Put Options			Sold Euro Call Options			Bunker Fuel Forward Contracts			Purchased Euro Put Options			Bunker Fuel Forward Contracts
Balance at beginning of year	$	6,527		$	—		$	6,257		$	47,239		$	(79,002	)
Realized (gains) losses included in net income		(1,200	)		—			(2,170	)		(5,893	)		7,039
Purchases (sales)1		—			—			—			—			—
Changes in fair value		4,055			—			1,183			3,825			5,655
Balance at March 31	$	9,382		$	—		$	5,270		$	45,171		$	(66,308	)
Realized (gains) losses included in net income		(8,030	)		(14	)		2,652			1,611			1,755
Purchases (sales)1		2,181			(501	)		—			—			—
Changes in fair value		12,392			247			(17,579	)		(28,214	)		45,403
Balance at June 30	$	15,925		$	(268	)	$	(9,657	)	$	18,568		$	(19,150	)
Realized (gains) losses included in net income		3,010			757			4,323			2,479			(2,462	)
Purchases (sales)1		2,292			—			—			—			—
Changes in fair value		(19,877	)		(3,316	)		16,506			(14,302	)		1,018
Balance at September 30	$	1,350		$	(2,827	)	$	11,172		$	6,745		$	(20,594	)

¹ Purchases (sales) represent the cash premiums paid upon the purchase of euro put options or received upon the sale of euro call options. Bunker fuel forward contracts require no up-front cash payment and have an initial fair value of zero; instead, any gain or loss on the forward contracts (swaps) is settled in cash upon the maturity of the contracts.

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The following table summarizes the fair values of the company’s derivative instruments on a gross basis and the location of these instruments on the Condensed Consolidated Balance Sheet. To the extent derivatives in an asset position and derivatives in a liability position are with the same counterparty, they are netted in the Condensed Consolidated Balance Sheets because the company enters into master netting arrangements with each of its hedging partners.

		Derivatives in an Asset Position						Derivatives in a Liability Position
(In thousands)	Balance Sheet Location	Sept. 30 2010		Dec. 31 2009		Sept. 30 2009		Sept. 30 2010			Dec. 31 2009			Sept. 30 2009
Derivatives designated as hedging instruments:
Purchased euro put options	Other current assets	$	427	$	6,527	$	—	$	—		$	—		$	—
Purchased euro put options	Accrued liabilities		923		—		6,287		—			—			—
Purchased euro put options	Other liabilities		—		—		458		—			—			—
Sold euro call options	Other current assets		—		—		—		(739	)		—			—
Sold euro call options	Accrued liabilities		—		—		—		(2,088	)		—			—
Bunker fuel forward contracts	Other current assets		3,164		1,685		—		—			—			—
Bunker fuel forward contracts	Accrued liabilities		—		—		—		(3,373	)		(5,515	)		(8,790	)
Bunker fuel forward contracts	Investments and other assets, net		11,381		10,087		—		—			—			—
Bunker fuel forward contracts	Other liabilities		—		—		—		—			—			(11,804	)
			15,895		18,299		6,745		(6,200	)		(5,515	)		(20,594	)
Derivatives not designated as hedging instruments:
30-day euro forward contracts	Other current assets		—		—		—		(500	)		—			—
30-day euro forward contracts	Accrued liabilities		—		—		134		(2,207	)		—			—
			—		—		134		(2,707	)		—			—
Total derivatives		$	15,895	$	18,299	$	6,879	$	(8,907	)	$	(5,515	)	$	(20,594	)

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The following table summarizes the effect of the company’s derivatives designated as cash flow hedging instruments on OCI and earnings:

	Quarter Ended September 30, 2010												Quarter Ended September 30, 2009
	Purchased Euro Put Options			Sold Euro Call Options			Bunker Fuel Forward Contracts			Total			Purchased Euro Put Options			Bunker Fuel Forward Contracts			Total
Gain (loss) (in thousands)
Recognized in OCI on derivative (effective portion)	$	(6,845	)	$	(2,599	)	$	15,818		$	6,374		$	(9,309	)	$	1,052		$	(8,257	)
Reclassified from accumulated OCI into income (effective portion)1		244			(797	)		(4,322	)		(4,875	)		(77	)		2,462			2,385
Recognized in income on derivative (ineffective portion)2		—			—			688			688			—			(34	)		(34	)
	Nine Months Ended September 30, 2010												Nine Months Ended September 30, 2009
	Purchased Euro Put Options			Sold Euro Call Options			Bunker Fuel Forward Contracts			Total			Purchased Euro Put Options			Bunker Fuel Forward Contracts			Total
Gain (loss) (in thousands)
Recognized in OCI on derivative (effective portion)	$	15,346		$	(2,366	)	$	64		$	13,044		$	(23,222	)	$	50,557		$	27,335
Reclassified from accumulated OCI into income (effective portion)1		15,313			(783	)		(4,804	)		9,726			9,148			(6,332	)		2,816
Recognized in income on derivative (ineffective portion)2		—			—			46			46			—			1,519			1,519

¹ Gain (loss) reclassified from accumulated OCI into income (effective portion) is included in “Net sales” for purchased euro put options and “Cost of sales” for bunker fuel forward contracts.

² Gain (loss) recognized in income on derivative (ineffective portion), if any, is included in “Net sales” for purchased euro put options and “Cost of sales” for bunker fuel forward contracts.

Note 7 – Fair Value Measurements

Fair value is the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for that asset or liability. Accounting standards prioritize the use of observable inputs in measuring fair value. The level of a fair value measurement is determined entirely by the lowest level input that is significant to the measurement. The three levels are (from highest to lowest):

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 company carried the following financial assets and (liabilities) at fair value:

				Fair Value Measurements Using
(In thousands)	Total			Quoted Prices in  Active Markets for Identical  Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)
September 30, 2010
Purchased euro put options	$	1,350		$	—	$	1,350		$	—
Sold euro call options		(2,827	)		—		(2,827	)		—
Bunker fuel forward contracts		11,172			—		11,172			—
30-day euro forward contracts		(2,707	)		—		(2,707	)		—
Available-for-sale investment		2,791			2,791		—			—
	$	9,779		$	2,791	$	6,988		$	—
December 31, 2009
Purchased euro put options	$	6,527		$	—	$	6,527		$	—
Bunker fuel forward contracts		6,257			—		6,257			—
Available-for-sale investment		3,034			3,034		—			—
	$	15,818		$	3,034	$	12,784		$	—
September 30, 2009
Purchased euro put options	$	6,745		$	—	$	6,745		$	—
Bunker fuel forward contracts		(20,594	)		—		—			(20,594	)
30-day euro forward contracts		134			—		134			—
Available-for-sale investment		3,272			3,272		—			—
	$	(10,443	)	$	3,272	$	6,879		$	(20,594	)

The company values fuel hedging positions by applying an observable discount rate to the current forward prices 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 company trades only with counterparties that meet certain liquidity and creditworthiness standards, and does not anticipate non-performance by any of these counterparties. The company does not require collateral from its counterparties, nor is it obligated to provide collateral when contracts are in a liability position. However, consideration of non-performance risk is required when valuing derivative instruments, and the company includes an adjustment for non-performance risk in the recognized measure of derivative instruments to reflect the full credit default spread (“CDS”) applied to a net exposure by counterparty. When there is a net asset position, the company uses the counterparty’s CDS, which is generally an observable input; when there is a net liability position, the company uses its own estimated CDS, which is an unobservable input. CDS is generally not a significant input in measuring fair value; however, at September 30, 2009 the company’s own unobservable estimated CDS was significant to the fair value measurement of bunker fuel forward contracts and, accordingly, they were classified as Level 3 measurements. At September 30, 2010 and December 31, 2009, the company’s adjustment for non-performance risk was not significant for the purchased euro put options, the sold euro call options or the bunker fuel forward contracts. At September 30, 2009, the company’s adjustment for non-performance risk reduced the company’s derivative assets for purchased euro put options by less than $1 million and reduced the derivative liabilities for bunker fuel forward contracts by approximately $1 million. See further discussion and tabular disclosure of hedging activity in Note 6.

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The company did not elect to carry its debt at fair value. The carrying values of the company’s debt represent amortized cost and are summarized below with estimated fair values:

	September 30, 2010				December 31, 2009				September 30, 2009
(In thousands)	Carrying Value		Estimated Fair  Value		Carrying Value		Estimated Fair  Value		Carrying Value		Estimated Fair  Value
Financial instruments not carried at fair value:
Parent company debt:
7 1/2% Senior Notes	$	156,438	$	158,000	$	167,083	$	168,000	$	179,092	$	176,000
8 7/8% Senior Notes		177,015		178,000		179,185		182,000		179,185		185,000
4.25% Convertible Senior Notes1		132,768		191,000		127,138		215,000		125,372		197,000
Subsidiary debt:
Term Loan (Credit Facility)		170,000		170,000		182,500		175,000		185,000		174,000
Other		88		80		163		100		292		200

¹ The principal amount of the Convertible Notes is $200 million. The carrying amount of the Convertible Notes is less than the principal amount due to the application of accounting standards for Convertible Notes described in Note 5.

The fair value of the parent company debt is based on quoted market prices (Level 1). The Term Loan may be traded on the secondary loan market, and the fair value of the Term Loan is based on either the last available trading price, if recent, or trading prices of comparable debt (Level 3). Level 3 fair value measurements are used in the impairment reviews of goodwill and intangible assets, which take place annually during the fourth quarter, or as circumstances indicate the possibility of impairment. The company also made a non-recurring Level 3 fair value measurement in the second quarter of 2010 to estimate the fair value of its equity method investment in the Danone JV at the date of deconsolidation as described in Note 2. Fair value measurements of benefit plan assets included in net benefit plan liabilities are based on quoted market prices in active markets (Level 1) or quoted prices in inactive markets (Level 2). The carrying amounts of cash and equivalents, accounts receivable and accounts payable approximate fair value.

Note 8 – Pension and Severance Benefits

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

	Quarter Ended Sept. 30,						Nine Months Ended Sept. 30,
(In thousands)	2010			2009			2010			2009
Defined benefit and severance plans:
Service cost	$	1,658		$	1,267		$	4,928		$	3,801
Interest on projected benefit obligation		1,303			1,438			4,139			4,303
Expected return on plan assets		(487	)		(424	)		(1,280	)		(1,271	)
Recognized actuarial loss (gain)		285			(31	)		722			(93	)
Amortization of prior service cost		32			32			96			96
	$	2,791		$	2,282		$	8,605		$	6,836

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Note 9 – Income Taxes

The company’s foreign operations are generally taxed at rates lower than the U.S. statutory rate, and the company’s overall effective tax rate varies significantly from period to period due to the level and mix of income among various domestic and foreign jurisdictions. No U.S. taxes have been accrued on foreign earnings because such earnings have been or are expected to be permanently invested in foreign operations. The company has not historically generated U.S. federal taxable income on an annual basis; however, the company generated U.S. federal taxable income in 2009 and for the quarter and nine months ended September 30, 2010, which was fully offset by the utilization of net operating loss carryforwards (“NOLs”). Even though NOLs have been utilized, the company’s remaining NOLs continue to have full valuation allowances. If in the future the company demonstrates a trend of taxable income and an expectation that it will utilize its deferred tax assets, some or all of the valuation allowance may be released through “Income tax (expense) benefit” in the Condensed Consolidated Statements of Income.

The company had approximately $221 million, $245 million and $230 million of valuation allowances as of September 30, 2010, December 31, 2009 and September 30, 2009, respectively, recorded for foreign and domestic deferred tax assets, primarily NOLs. The company had approximately $96 million of U.S. federal and state valuation allowances as of September 30, 2010. For the nine months ended September 30, 2010, the valuation allowance was reduced by approximately $24 million, of which approximately $19 million related to the utilization of U.S. federal and state deferred tax assets with the balance resulting principally from expirations of foreign NOLs and the corresponding valuation allowance. No income tax expense resulted from the gain on the sale of 51% of JFIB because sufficient foreign NOLs were in place and, when those foreign NOLs were used, the related valuation allowance was also released.

In the ordinary course of business, there are many transactions and calculations where the ultimate income tax determination is uncertain. Uncertain income tax positions are evaluated in a two-step process. The first step is to determine whether it is “more-likely-than-not” that an income tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions that are not “more-likely-than-not” to be sustained upon examination, are not recognized in the Condensed Consolidated Balance Sheet, and the second step is to measure the reserve related to these uncertain positions to include estimates of whether, and the extent to which, additional taxes, penalties and interest could be due. Provisions for and changes to these reserves, as well as the related interest and penalties, are included in “Income tax (expense) benefit” in the Condensed Consolidated Statements of Income. At September 30, 2010, the company had unrecognized tax benefits of approximately $15 million, of which $12 million, if recognized, will reduce income tax expense and impact the company’s effective tax rate. Interest and penalties included in income taxes were less than $1 million for the quarters ended September 30, 2010 and 2009. The cumulative interest and penalties included in the Condensed Consolidated Balance Sheet at September 30, 2010 were $8 million.

“Income tax (expense) benefit” included in the Condensed Consolidated Statements of Income includes $4 million of benefits in the third quarter of 2010 related to governmental rulings in various jurisdictions and $1 million of benefits in the third quarter of 2009 related to the resolution of tax contingencies in various jurisdictions. “Income tax (expense) benefit” includes $4 million and $9 million of benefits for the nine months ended September 30, 2010 and 2009, respectively. In 2009, $4 million of benefits were from the sale of the company’s operations in the Ivory Coast. Both years included resolution of tax contingencies in various jurisdictions. 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.

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Note 10 – Advertising and Promotion Expense

Television advertising is expensed the first time an advertisement airs in each market and other types of advertising and promotion are expensed over the advertising and promotion period. Advertising and promotion expense is included in “Selling, general and administrative” expenses and was $16 million and $17 million for the third quarters of 2010 and 2009, respectively, and $47 million and $36 million for the nine months ended September 30, 2010 and 2009, respectively. Included in these amounts are advertising and promotion expense related to the expansion of JFIB of $4 million in the third quarter of 2009, $12 million in the nine months ended September 30, 2009 and $2 million in the first half of 2010 before forming the Danone JV.

Note 11 – Stock-Based Compensation

Stock compensation expense totaled $3 million and $3 million for the third quarters of 2010 and 2009, respectively, and $12 million and $11 million for the nine months ended September 30, 2010 and 2009, respectively. This expense relates primarily to the company’s long-term incentive program (“LTIP”) and restricted stock unit awards. One-half of each LTIP award is based on the company’s achievement of cumulative EPS (“EPS awards”), and the other half is based on the company’s achievement of total shareholder return relative to peer companies (“TSR awards”).

In September 2010, the LTIP award programs were modified to allow a portion of the awards to be paid in cash based on the value of the shares at issuance, which caused the equity-classified awards to become liability-classified awards. Both equity-classified awards and liability-classified awards recognize compensation expense over the vesting period, but the value of equity-classified awards is measured only as of the grant date, whereas the value of the liability-classified awards is measured at each reporting date with cumulative adjustments for changes in value recognized currently. For modified awards, the expense is measured as the greater of that which would be recognized under the equity classification or the liability classification. At September 30, 2010, the expense for all of the LTIP awards was measured under the equity classification. The value of EPS awards is based on the share price at the measurement date and an estimate of the expected number of shares to be issued. The value of TSR awards is based on a Monte Carlo simulation at the measurement date.

As a result of the LTIP award modification, $2 million was reclassified to “Accrued liabilities” and $4 million to “Other liabilities” from “Capital surplus,” representing the estimated fair value of the LTIP awards at September 30, 2010. Approximately $6 million remains in “Capital surplus” which represents the decline in value of the LTIP awards since the respective grant dates.

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Note 12 – Comprehensive Income

	Quarter Ended Sept. 30,						Nine Months Ended Sept. 30,
(In thousands)	2010			2009			2010			2009
Net income (loss)	$	(8,448	)	$	5,081		$	77,007		$	117,173
Unrealized foreign currency translation losses		(494	)		(335	)		(339	)		(938	)
Change in fair value of available- for-sale investment		(73	)		29			(243	)		73
Change in fair value of derivatives		6,374			(8,257	)		13,044			27,335
Realization of (gains) losses into net income from OCI		4,875			(2,385	)		(9,726	)		(2,816	)
Pension liability adjustments		922			(4	)		(2,414	)		718
Realization of cumulative translation adjustments1		—			—			—			(11,040	)
Comprehensive income (loss)	$	3,156		$	(5,871	)	$	77,329		$	130,505

¹ Realization of cumulative translation adjustments into net income resulting from the sale of operations in the Ivory Coast.

Note 13 – Segment Information

The company reports three business segments:

• Bananas: Includes the sourcing (purchase and production), transportation, marketing and distribution of bananas.

• Salads and Healthy Snacks: Includes ready-to-eat, packaged salads, referred to in the industry as “value-added salads”; and other value-added products, such as healthy snacking products, fresh vegetable and fruit ingredients used in food service, processed fruit ingredient products and the company’s equity-method investment in the Danone JV (see Note 2).

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

Certain corporate expenses are not allocated to the reportable segments and are included in “Corporate” or “Relocation of European headquarters.” Inter-segment transactions are eliminated.

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Financial information for each segment follows:

	Quarter Ended Sept. 30,						Nine Months Ended Sept. 30,
(In thousands)	2010			2009			2010			2009
Net sales:
Bananas	$	431,335		$	471,698		$	1,454,519		$	1,513,390
Salads and Healthy Snacks¹		251,418			288,895			797,986			875,060
Other Produce		46,953			36,878			201,861			202,541
	$	729,706		$	797,471		$	2,454,366		$	2,590,991
Operating income (loss):
Bananas	$	2,773		$	22,363		$	70,732		$	161,988
Salads and Healthy Snacks2		17,741			24,151			99,393			66,925
Other Produce		657			(2,134	)		3,930			5,120
Corporate		(14,836	)		(19,062	)		(53,426	)		(57,255	)
Relocation of European headquarters		—			(2,032	)		—			(11,264	)
	$	6,335		$	23,286		$	120,629		$	165,514

¹ Sales of JFIB before entering into the Danone JV were $13 million in the first half of 2010. JFIB sales were $7 million and $20 million for the third quarter and nine months ended September 30, 2009, respectively. See further information on JFIB and the Danone JV in Note 2.

² JFIB operating losses recognized by the company were $2 million and $5 million in the third quarters of 2010 and 2009, respectively, and $5 million and $13 million in the nine months ended September 30, 2010 and 2009, respectively. See further information on JFIB and the Danone JV in Note 2.

Note 14 – Commitments and Contingencies

The company had accruals including accrued interest in the Condensed Consolidated Balance Sheets of $7 million, $12 million and $11 million at September 30, 2010, December 31, 2009 and September 30, 2009, respectively, related to the plea agreement with the U.S. Department of Justice described below. At September 30, 2010 and December 31, 2009, the company also had an accrual of $4 million related to the settlement agreement related to the Colombia-related shareholder derivative lawsuits described below, a portion of which is expected to be recovered through insurance; and the company had an accrual of $4 million at September 30, 2010 related to contingencies and legal proceedings in Europe. While other contingent liabilities described below may be material, the company has determined that losses in these matters are not probable and has not accrued any other amounts. Regardless of their outcomes, the company has paid, and will likely continue to incur, significant legal and other fees to defend itself in these proceedings, which may significantly affect the company’s financial statements.

EUROPEAN COMPETITION LAW INVESTIGATION

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 that did not comply with European competition laws or applicable company policies. The company promptly stopped the conduct and notified the European Commission (“EC”) and other regulatory authorities of these matters. In October 2008, the EC announced its final decision that, between 2000 and 2002, Chiquita and other competitors violated the EC Treaty’s ban on cartels and restrictive practices in eight European Union (“EU”) member states in Northern Europe by sharing certain information related to the setting of price quotes for bananas. Based on the company’s voluntary notification and the company’s continued cooperation in the investigation, the EC granted the company final immunity from fines related to this matter.

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As previously disclosed, following the announcement of that decision, the EC has also continued to investigate certain alleged conduct in southern Europe. The company believes that it has cooperated with that investigation, under the terms of the EC’s previous grant of conditional immunity. In connection with that investigation, in December 2009, the company received a Statement of Objections (“SO”) from the EC in relation to certain past activities alleged to have occurred during the approximately 18-month period from July 2004 to January 2006. An SO is a confidential procedural document whereby the EC communicates its preliminary view in relation to a possible infringement of EU competition laws and other related matters, and allows the companies identified in the document to present arguments in response. The EC has also expressed a preliminary view questioning the granting of immunity or leniency with respect to the matters set forth in the SO. The company filed its response to the SO with the EC, and a hearing was held in June 2010. A final decision from the EC is expected during the fourth quarter of 2010. The company continues to believe that it should be entitled to immunity.

If the EC were ultimately to determine to proceed with a decision in this case and to take the position in any such decision that the company is not entitled to immunity, then the EC can seek to impose fines on the company, which, if imposed, could be substantial. Under its existing fining guidelines, the EC has significant discretion in determining the amount of any fine, subject to a maximum amount equal to 10% of a company’s worldwide revenue attributable to all of its products for the fiscal year prior to the year in which the fine is imposed. As such, if the EC were to impose a fine, it is possible the fine could have a material adverse impact on the company’s consolidated financial results in the particular reporting period in which imposed and, depending on the size of the fine and the company’s success in challenging it, a material adverse effect on the company’s consolidated financial position. A decision regarding the matters referenced in the SO will not be taken by the EC until the close of the administrative procedure. Other than the potential imposition of fines, as described above, 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.

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 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. 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 and its subsidiaries 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 2006 and paid the first four $5 million annual installments in September 2007, 2008, 2009 and 2010, respectively. At September 30, 2010, the remaining $5 million liability is included in “Accrued liabilities” on the Condensed Consolidated Balance Sheet. Interest is payable with the final payment.

Tort Lawsuits. Between June 2007 and April 2010, seven lawsuits were filed against the company by Colombian nationals in U.S. federal courts. These lawsuits assert civil tort claims under various laws, including the Alien Tort Statute (“ATS”), 28 U.S.C. § 1350, the Torture Victim Protection Act, 28 U.S.C. § 1350 note, and state laws. The plaintiffs in all seven lawsuits, either individually or as

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members of a putative class, claim to be persons injured, or 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 alleged injuries. At present, claims are asserted on behalf of over 3,000 alleged victims in the seven suits; plaintiffs’ counsel have indicated that they may add claims for additional victims to the litigation. The company also has received formal requests to participate in mediation in Colombia concerning similar claims, which could be followed by litigation in Colombia. Six of the ATS lawsuits seek unspecified compensatory and punitive damages, as well as attorneys’ fees and costs, and one of these also seeks treble damages and disgorgement of profits, although it does not explain the basis for those demands. The other ATS lawsuit contains a specific demand of $10 million in compensatory damages and $10 million in punitive damages for each of the several hundred alleged victims in that suit. The seven ATS lawsuits have been centralized in the U.S. District Court for the Southern District of Florida for consolidated or coordinated pretrial proceedings (“MDL Proceeding”). The company believes the plaintiffs’ claims are without merit and is defending itself vigorously.

Between March 2008 and April 2010, three additional tort lawsuits were filed against the company. The plaintiffs in these lawsuits are American citizens who allege that they were kidnapped and held hostage by an armed group in Colombia, or that they are the survivors of American nationals kidnapped and/or killed by the same group in Colombia. Similar to the ATS lawsuits described above, 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 these cases assert civil claims under the Antiterrorism Act (“ATA”), 18 U.S.C. § 2331, et seq., and state tort laws. These three ATA suits seek unspecified compensatory damages, treble damages, attorneys’ fees and costs and punitive damages. The lawsuits have been centralized in the U.S. District Court for the Southern District of Florida with the other similar cases pending in the MDL Proceeding. The company believes the plaintiffs’ claims are without merit and is defending itself vigorously.

Although the company previously filed motions to dismiss five of the ATS lawsuits, the court issued an order permitting plaintiffs to amend their complaints as a matter of course by late February 2010; plaintiffs in all five ATS actions filed amended complaints by the specified date. The company filed a consolidated motion to dismiss the five amended ATS complaints in April 2010. The company has also filed motions to dismiss the two most recently filed ATS lawsuits and to dismiss the three ATA actions. In February 2010, the motion to dismiss one of the ATA actions, Julin v. Chiquita Brands International, Inc., was granted in part and denied in part. The company believes it has strong defenses to the remaining claims in that case. There has been no decision on Chiquita’s motions to dismiss the two remaining ATA actions.

Insurance Recovery. The company maintains general liability insurance policies that should provide coverage for the types of costs involved in defending the tort lawsuits described above. However, the company’s primary general liability insurers whose policies are relevant to the underlying tort lawsuits have disputed their obligations to provide coverage.

In September 2008, the company filed suit in the Common Pleas Court of Hamilton County, Ohio against three of its primary general liability insurers seeking (i) a declaratory judgment with respect to the insurers’ obligation to reimburse the company for defense costs that it has incurred (and will incur) in connection with the defense of the tort claims described above; and (ii) an award of damages for the insurers’ breach of their contractual obligation to reimburse the company for defense costs to defend itself in these matters. A fourth primary insurer, National Union Fire Insurance Company of Pittsburgh, PA (“National Union”), was later added to this case. In August 2009, the company reached a settlement agreement with one of the primary insurers under which this insurer has paid and will continue to pay a portion of defense costs.

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In September 2009, the Court ruled that Chiquita’s primary insurers that did not settle have a duty to defend the tort lawsuits that include allegations that bodily injury or property damage occurred during the period of their policies as a result of negligence on the part of Chiquita. The Court also ruled that the dispute about the number of occurrences that are involved in the underlying tort cases should be resolved by a trial.

In February 2010, Chiquita reached a settlement agreement with two of the remaining three primary insurers involved in the coverage suit, under which they have paid and will continue to pay a portion of defense costs. The one remaining primary insurer involved in the coverage suit with which Chiquita has not settled, National Union, has also paid a portion of defense costs, but has reserved the right to attempt to obtain reimbursement of these payments from Chiquita. A fifth primary insurer that is not a party to the coverage suits is insolvent.

After conducting a trial in May 2010, the Court ruled that certain defense costs incurred by Chiquita in connection with the underlying tort lawsuits and that were the subject of trial—with certain limited exceptions related to media-related activity—were reasonable and that National Union was obligated to reimburse Chiquita for all defense costs not already paid by other insurers. A second trial, with respect to the number of occurrences in dispute, also involving National Union, is scheduled for November 2010. Any resulting judgment could be appealed.

With the exception of the defense costs that, as described above, three of Chiquita’s primary insurers have agreed to pay pursuant to partial settlement agreements, there can be no assurance that any claims under the applicable policies will result in insurance recoveries.

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 in various state and federal courts. All five complaints alleged 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 sought unspecified damages against the named defendants; two of them also sought the imposition of certain equitable remedies on the company.

In April 2008, the company’s Board of Directors established a Special Litigation Committee (“SLC”) 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 was in the best interests of the company and its shareholders to pursue these claims. The SLC retained independent legal counsel to assist with its investigation. After an investigation that included 70 interviews of 53 witnesses and the review of over 750,000 pages of documents, the SLC determined, in the exercise of its business judgment, that it was not in the best interests of the company or its shareholders to continue legal action on any of the claims asserted against the current and former officers and directors.

The SLC subsequently entered into a settlement with plaintiffs’ counsel to resolve the pending derivative litigation, and the settlement was approved by the United States District Court for the Southern District of Florida in October 2010. The settlement provides for the adoption of certain governance and compliance changes by the company, as well as the payment of attorneys’ fees to plaintiffs’ counsel, a portion of which was recovered through insurance.

Colombia Investigation. The Colombian Attorney General’s Office is conducting an investigation into payments made by companies in the banana and other industries to paramilitary groups in Colombia. Included within the scope of the investigation are the payments that were the subject of the company’s March 2007 plea agreement with the DOJ, described above. The company believes that it has at all times complied with Colombian law.

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ITALIAN CUSTOMS CASES

1998-2000 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 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 a 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.

Civil customs proceedings in an aggregate amount of €14 million ($19 million) plus interest are pending against Chiquita Italia in four Italian jurisdictions, Genoa, Trento, Aosta and Alessandria (for €7 million, €5 million, €2 million, and €0.4 million, respectively, plus interest). The Aosta case is still at the trial level; in the Genoa case, Chiquita Italia won at the trial level, but lost on appeal; in the Trento and Alessandria cases, Chiquita Italia lost at the trial level. Chiquita Italia has appealed the Genoa, Trento and Alessandria decisions to the next higher court (in the case of Genoa, to the Court of Cassation, which is the highest level of appeal in Italy); each level of 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. The Aosta, Trento and Alessandria cases also have been stayed pending the resolution of a case brought by Socoba in the court of first instance of Rome (in which Chiquita Italia has intervened voluntarily) on the issue of whether the licenses used by Socoba should be regarded as genuine in view of the apparent inability to distinguish between genuine and forged licenses. A hearing in the Rome case took place in May 2010 and a decision is expected later in 2010 or early 2011.

Under Italian law, the amounts claimed in the Trento, Alessandria and Genoa cases have become due and payable notwithstanding the pending appeals and stays of proceedings. In March 2009, Chiquita Italia began to pay the amounts due in the Trento and Alessandria cases, €7 million ($9 million), including interest, in 36 monthly installments. In the Genoa case, Chiquita Italia began making monthly installment payments in March 2010 under a similar arrangement for the amount due of €13 million ($18 million), including interest, but for procedural reasons, this payment obligation has been temporarily suspended. If Chiquita Italia ultimately prevails in its appeals, all amounts paid will be reimbursed with interest.

2004-2006 Cases. 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. The focus of the investigation was on the importation process used by Chiquita to sell bananas to holders of some types of import licenses, which holders in turn imported the bananas and resold them to Chiquita Italia. The company believes that all of the transactions under investigation were legitimate under both Italian and EU law at all times, that the types of transactions under investigation were widely accepted by competent authorities across the EU and by the EC, and that all of the underlying import transactions were entirely genuine. The Italian prosecutors are pursuing this matter. If criminal liability is ultimately determined, Chiquita Italia could be civilly liable for damages, including applicable duties, taxes and penalties. The fiscal police investigation also challenged the involvement of a Bermuda corporation in the importation of bananas; this could result in liability for additional taxes and penalties. In December 2009, prior to expiration of the statute of limitations for the 2004 tax year, Chiquita Italia received an assessment from the tax authorities for 2004 in an amount of approximately €20 million ($26 million), plus interest and penalties, covering all of the above potential claims. Chiquita Italia filed an appeal to object to this assessment in May 2010 and continues to believe that it has acted properly and

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that the transactions for which it received the assessment were reported appropriately; it is vigorously defending all of the transactions at issue.

Independent of the investigation by the Italian prosecutors, Italian customs authorities have issued assessment notices totaling €18 million ($24 million) plus interest related to the import license matter described above. Although Chiquita Italia is appealing and defending itself vigorously, it may be required to pay all or a portion of the assessments pending the outcome of the appeals.

CONSUMPTION TAX REFUND

In March 2008, the company received a favorable decision from a court in Rome, Italy for the refund of additional consumption taxes paid between 1980 and 1990. The Italian Finance Administration did not appeal the decision prior to May 2009, when their right to appeal expired. In the second quarter of 2010, the company recognized other income of €3 million ($3 million) upon receipt of €1 million ($1 million) principal portion and recorded a €2 million ($2 million) receivable for the related statutory amount of interest on the principal. 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. The March 2008 Rome ruling has no binding effect on the claims in other jurisdictions, which may take years to resolve.

Note 15 – European Headquarters Relocation

During the fourth quarter of 2008, the company committed to relocate its European headquarters from Belgium to Switzerland to optimize its long-term tax structure. The relocation, which was complete at December 31, 2009, affected approximately 100 employees who were required to continue providing services until specified termination dates in order to be eligible for a one-time termination benefit. Employees in sales offices, ports and other field offices throughout Europe were not affected. In connection with the relocation, the company incurred aggregate costs of $19 million through September 30, 2010, including approximately $11 million of one-time termination benefits and approximately $8 million of relocation, recruiting and other costs. Expense for one-time termination benefits was accrued over each individual’s required service period. Relocation and recruiting costs were expensed as incurred. The company expects that most of the remaining accrual will be paid in 2010.

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A reconciliation of the accrual for the relocation that is included in “Accrued liabilities” is as follows:

(In thousands)	One-Time Termination Costs			Relocation, Recruiting & Other Costs			Total
December 31, 2008	$	3,884		$	922		$	4,806
Amounts expensed		4,763			326			5,089
Amounts paid		(1,364	)		(855	)		(2,219	)
Currency translation		(164	)		—			(164	)
March 31, 2009	$	7,119		$	393		$	7,512
Amounts expensed		2,237			1,902			4,139
Amounts paid		(5,912	)		(1,986	)		(7,898	)
Currency translation		82			—			82
June 30, 2009	$	3,526		$	309		$	3,835
Amounts expensed		(248	)		2,280			2,032
Amounts paid		(1,418	)		(1,948	)		(3,366	)
Currency translation		194			—			194
September 30, 2009	$	2,054		$	641		$	2,695
December 31, 2009	$	946		$	170		$	1,116
Amounts paid		(41	)		(78	)		(119	)
Currency translation		(61	)		—			(61	)
March 31, 2010	$	844		$	92		$	936
Amounts paid		(681	)		(8	)		(689	)
Currency translation		(15	)		—			(15	)
June 30, 2010	$	148		$	84		$	232
Amounts paid		—			(84	)		(84	)
Currency translation		11			—			11
September 30, 2010	$	159		$	—		$	159

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Note 16 – New Accounting Standards

New accounting standards that could significantly affect the company’s Condensed Consolidated Financial Statements are summarized as follows:

Issued	Description	Effective Date for Chiquita	Effect on  Chiquita’s Consolidated Financial Statements
July 2010	Expands disclosures around financing receivables.	Prospectively beginning, December 31, 2010	Will expand disclosure.
January 2010	Clarified accounting requirements for the deconsolidation of a subsidiary or a group of assets and expanded the related disclosure. Deconsolidation occurs when the parent ceases to have a controlling interest and any resulting gain or loss is calculated as the fair value of the consideration received plus the fair value of any retained interest less the carrying value.	Retrospectively, beginning January 1, 2010.	Expanded disclosure. See Note 2.
January 2010	Expanded disclosures for fair value measurements.	Prospectively, beginning January 1, 2010.	Required disclosures included in Notes 6 and 7.
January 2010	Expanded disclosures for Level 3 fair value measurements to include purchases, sales, issuances and settlements.	Prospectively, beginning January 1, 2011.	Will expand disclosure.
June 2009	Amended the evaluation criteria to identify the primary beneficiary of a variable interest entity and required ongoing reassessments of whether the company is the primary beneficiary.	Prospectively, beginning January 1, 2010.	Expanded disclosure. See Note 2.

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Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Our results are subject to seasonal variations and interim results are not indicative of operating results for the full fiscal year. Our third and fourth quarter results are generally weaker than our first half results due to increased availability of competing fruits, causing lower banana prices, as well as seasonally lower consumption of salads in the fourth quarter. We had a strong third quarter in 2009, and operating results in the third quarter of 2010 were lower than 2009. While local currency European banana pricing improved in the third quarter of 2010 compared to 2009, lower European exchange rates, lower banana volumes in both Europe and North America, and lower volumes of retail value-added salads contributed to the decline from the year-ago quarter.

For the nine-months ended September 30, 2010, we maintained profitability, though at lower levels than in 2009. Europe has been a challenging operating environment in 2010 with lower European exchange rates, lower local pricing due to increased volume of competing tariff-advantaged fruit, lower volume and higher sourcing and fuel costs. In North America, pricing of both retail value-added salads and bananas has improved. The volume of retail value-added salads declined as a result of certain retailers converting to private label products in late 2009 and early 2010; however, the improvements in our salad business have enabled us to maintain our profit margins as a percentage of sales.

For a further description of our challenges and risks, see the Overview section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Part I – Item 1A – Risk Factors” in our Annual Report on Form 10-K and discussion below.

Operations

NET SALES

Net sales for the third quarter of 2010 were $730 million, down 8% from the third quarter of 2009. Net sales for the nine months ended September 30, 2010 were $2.5 billion, down 5% from the year-ago period. The decrease was a result of lower volume of retail value-added salads and bananas and weaker European exchange rates, which were partly offset by higher pricing in North America.

OPERATING INCOME

Operating income was $6 million and $23 million for the third quarters of 2010 and 2009, respectively, and $121 million and $166 million for the nine months ended September 30, 2010 and 2009, respectively. Operating income in 2010 declined for both periods due to lower volumes across all markets, weaker European exchange rates, and an increase in sourcing and logistics costs for bananas due to an increase in fuel and purchased fruit costs. These unfavorable variances were partially offset by higher banana and retail value-added salad pricing in North America and lower costs related to improved network efficiencies in the salad business. Local currency European banana pricing in the third quarter of 2010 was higher than the year-ago period, but for the nine months still averaged below the year-ago period. Advertising and promotion expense increased for both periods although increased marketing investments in North America were offset by the effect of the deconsolidation and sale of JFIB in the first half of 2010. As described in more detail below, the nine months ended September 30, 2010 included a $32 million gain in the second quarter on the deconsolidation and sale of 51% of JFIB, and a $19 million reduction in “Cost of sales” from tariff reductions on the import of bananas into the EU from Latin America.

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REPORTABLE SEGMENTS

We report three business segments: Bananas; Salads and Healthy Snacks; and Other Produce. Segment descriptions and results can be found in Note 13 to the Condensed Consolidated Financial Statements. Certain corporate expenses are not allocated to the reportable segments and are included in “Corporate” or “Relocation of European headquarters.” Inter-segment transactions are eliminated.

BANANA SEGMENT

Net sales for the segment were $431 million and $472 million for the third quarters of 2010 and 2009, respectively, and $1.5 billion for both the nine months ended September 30, 2010 and 2009. The decline for the quarter was due to lower European exchange rates and volume partially offset by higher average pricing in North America. Year-to-date net sales remained flat, as higher pricing in North America offset lower average local pricing and exchange rates in the European and Mediterranean markets and lower volume across all markets. We expect lower losses from surplus fruit in the fourth quarter of 2010 compared to 2009.

The significant components of the change in our Banana segment operating income for the quarter (“Q3”) and nine months (“YTD”) ended September 30, presented in millions, are as follows:

Q3			YTD
	$22		$	162		2009 Banana segment operating income
	15			(20	)	Pricing
	(7	)		(12	)	Volume
	(13	)		(16	)	Average European exchange rates2
	(23	)		(46	)	Sourcing and logistics costs1
	6			19		Reduction in European tariff costs
	(3	)		(10	)	Incremental marketing investment primarily in North America
	4			4		Selling, general and administrative costs
	—			(8	)	Absence of equity earnings of the Asia JV3
	2			(2	)	Other
$	3		$	71		2010 Banana segment operating income

¹ Sourcing costs include increased costs of purchased fruit, as well as higher exchange rates in Latin America that increased the cost of fruit produced in owned operations. Logistics costs are significantly affected by fuel prices and include increases in fuel hedging costs of $6 and $0 from 2009, respectively. These costs also include the absence of temporary incremental costs related to flooding in 2008/2009 in Panama and Costa Rica.

² Average European exchange rates are net of $(1) and $4 change in currency hedging results, respectively.

³ See Note 2 to the Condensed Consolidated Financial Statements for more information about the Asia JV.

The percentage changes in our banana prices in 2010 compared to 2009 were as follows:

	Q3			YTD
North America1		3.6	%		4.6	%
Core Europe:2
U.S. dollar basis3		(5.4	)%		(7.7	)%
Local currency basis		5.5	%		(4.8	)%
Mediterranean4 and Middle East		(3.6	)%		(5.2	)%

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Our banana sales volumes⁵ (in 40-pound box equivalents) were as follows:

(In millions, except percentages)	Q3 2010		Q3 2009		% Change			YTD 2010		YTD 2009		% Change
North America		15.1		15.7		(3.8	)%		46.5		46.9		(0.9	)%
Europe and the Middle East:
Core Europe 2		9.0		9.8		(8.2	)%		30.5		33.4		(8.7	)%
Mediterranean 4 and Middle East		4.2		5.8		(27.6	)%		14.0		13.9		0.7	%

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

² Core Europe includes the 27 member states of the European Union, Switzerland, Norway and Iceland. Bananas are primarily sold in euros in Core Europe.

³ Prices on a U.S. dollar basis exclude the effect of hedging.

⁴ Mediterranean markets are mainly European and Mediterranean countries that do not belong to the European Union.

⁵ Volume sold includes all banana varieties, such as Chiquita to Go, Chiquita minis, organic bananas and plantains.

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

(Dollars per euro)	Q3 2010		Q3 2009		% Change			YTD 2010		YTD 2009		% Change
Euro average exchange rate, spot	$	1.28	$	1.42		(9.9	)%	$	1.32	$	1.35		(2.2	)%
Euro average exchange rate, hedged		1.24		1.40		(11.4	)%		1.32		1.36		(2.9	)%

We have entered into euro put option contracts to reduce the negative cash flow and earnings effects that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars. Put options, which require an upfront premium payment, can reduce these risks without limiting the benefit of a stronger euro. We have also entered into euro call options to reduce our net option premium expense, but they could also limit the benefit received from a stronger euro. Foreign currency hedging costs included in the Condensed Consolidated Statements of Income were $4 million and $2 million for the third quarters of 2010 and 2009, respectively, and were benefits of $5 million and $2 million for the nine months ended September 30, 2010 and 2009, respectively. In order to minimize the volatility that changes in fuel prices could have on the operating results of our core shipping operations, we also enter into forward contracts to lock in prices of future bunker fuel purchases. See Note 6 to the Condensed Consolidated Financial Statements for further information on our hedging instruments.

EU Banana Import Regulation

From 2006 through the second quarter 2010, bananas imported into the European Union (“EU”) from Latin America, our primary source of fruit, were subject to a tariff of €176 per metric ton, while bananas imported from African, Caribbean, and Pacific sources have been and continue to be allowed to enter the EU tariff-free (since January 2008, in unlimited quantities). Following several successful legal challenges to this EU import arrangement in the World Trade Organization (“WTO”), the EU and 11 Latin American countries initialed the WTO “Geneva Agreement on Trade in Bananas” (“GATB”) in December 2009, under which the EU agreed to reduce tariffs on Latin American bananas in stages, starting with a new rate of €148 per metric ton in 2010, reducing to €143 per metric ton in 2011 and ending with a rate of €114 per metric ton by 2019. At that time, the EU also initialed a WTO agreement with the United States, under which it agreed not to reinstate WTO-illegal tariff quotas, quotas, or licenses on banana imports. On June 9, 2010, the EU reduced its tariff to €148 per metric ton retroactively to December 15, 2009. The WTO agreements must still be ratified by the European Parliament (which is scheduled to occur by the end of 2010) before the tariff cuts are also further formalized in the WTO.

The initial €28 per metric ton reduction in the tariff lowered our tariff costs by $6 million in the third quarter of 2010 and by $19 million for the nine months ended September 30, 2010. We expect it will reduce

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tariff costs by $7 million in the fourth quarter of 2010; however, any net benefit from these reductions will depend on competitive dynamics and pricing effects in the market.

In another regulatory development, the EU concluded a free trade area (“FTA”) agreement with Colombia and Peru in March 2010, and an FTA with the Central American countries and Panama in May 2010. Under both FTA agreements, the EU committed to reduce its banana tariff to €75 per metric ton over ten years for specified volumes of banana exports from each of the FTA countries. The agreements will need to be approved by the European Council, and ratified by the European Parliament and Latin American legislatures, before they take effect. There is no way of knowing when, or whether, one or both of these FTAs will be implemented, and what, if any, effect they will have on our operations.

SALADS AND HEALTHY SNACKS SEGMENT

Net sales for the segment were $251 million and $289 million for the third quarters of 2010 and 2009, respectively, and $798 million and $875 million for the nine months ended September 30, 2010 and 2009, respectively. The decline in sales was due to lower volume in retail value-added salads as a result of customer conversions from branded to private label products in the fourth quarter of 2009 and early 2010. Because of these conversions, we also expect our volume comparisons in the fourth quarter of 2010 to be lower than the prior year period.

The significant components of the change in our Salads and Healthy Snacks segment operating income for the quarter and nine months ended September 30, presented in millions, are as follows:

Q3			YTD
$	24		$	67		2009 Salads and Healthy Snacks segment operating income
	1			7		Pricing
	(10	)		(26	)	Volume in retail value-added salads
	3			9		Selling, general, administrative and innovation costs
	4			20		Lower costs primarily from improved network efficiencies
	(3	)		(11	)	Incremental marketing investment for retail value-added salads1
	(4	)		(11	)	Commodity inputs, such as fuel and packaging material costs
	3			40		Deconsolidation, sale and results of JFIB
	—			4		Other
$	18		$	99		2010 Salads and Healthy Snacks segment operating income

¹ In the fourth quarter of 2009, we began a national advertising campaign after test markets showed sales increases of Fresh Express branded salads after advertising. We continuously measure the effectiveness of this advertising and have the flexibility to modify our investment in advertising and promotion one quarter in advance.

On May 25, 2010, we sold 51% of the JFIB business to Danone S.A. for €15 million ($18 million) and deconsolidated JFIB, accounting for our remaining 49% investment using the equity method. The deconsolidation and sale resulted in the creation of Danone Chiquita Fruits SAS (“Danone JV”), which is a joint venture intended to develop, manufacture, and sell packaged fruit juices and fruit smoothies in Europe. The gain on the deconsolidation and sale of JFIB was $32 million, which includes a gain of $15 million from the remeasurement of our retained investment in JFIB to its fair value of $16 million on the closing date as described in Note 2. As an equity method investment, our carrying value of the Danone JV is $21 million, included in “Investments and other assets, net” on our Condensed Consolidated Balance Sheet at September 30, 2010, and the net results of the Danone JV are recognized in a single line, “Equity in losses (earnings) of investees” on the Condensed Consolidated Statements of Income. Before entering into the Danone JV, sales of JFIB were $13 million in the first half of 2010. JFIB sales were $7 million and $20 million in the third quarter and nine months ended September 30, 2009, respectively. We

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recognized JFIB operating losses of $2 million and $5 million in the third quarters of 2010 and 2009, respectively, and $5 million and $13 million in the nine months ended September 30, 2010 and 2009, respectively. See further information on JFIB and the Danone JV in Note 2.

Volume and pricing for Fresh Express-branded retail value-added salads was as follows:

(In millions, except percentages)	Q3 2010		Q3 2009		% Change			YTD 2010		YTD 2009		% Change
Volume		12.9		15.7		(17.8	)%		42.4		48.9		(13.3	)%
Pricing						1.5	%						0.8	%

OTHER PRODUCE SEGMENT

Net sales for the segment were $47 million and $37 million in the third quarters of 2010 and 2009, respectively, and $202 million and $203 million in the nine months ended September 30, 2010 and 2009, respectively. The increase in the quarter was primarily due to higher volume of Fresh and Ready® avocados, and higher volume in other fresh produce. Operating income for the segment was $1 million in the third quarter of 2010 compared to operating loss of $2 million in the third quarter of 2009. Operating income for the segment was $4 million and $5 million for the nine months ended September 30, 2010 and 2009, respectively.

Seasonal advances to growers of other produce were $67 million and $72 million, net of allowances, at September 30, 2010 and 2009, respectively, of which $11 million and $13 million, respectively, are classified as long-term in “Investments and other assets, net.” Seasonal advances are generally repaid as produce is sold and typically peak in the first half of the year. Of the total seasonal advances, $37 million (including $10 million classified as long-term) and $32 million (including $12 million classified as long-term) were made to a large group of growers in Chile at September 30, 2010 and 2009, respectively.

CORPORATE AND EUROPEAN HEADQUARTERS RELOCATION

Corporate expenses were $15 million and $19 million for the third quarters of 2010 and 2009, respectively, and $53 million and $57 million for the nine months ended September 30, 2010 and 2009, respectively. As described in Note 15 to the Condensed Consolidated Financial Statements, the European headquarters relocation was substantially complete at December 31, 2009.

INTEREST

Interest expense was $14 million and $15 million for the third quarters of 2010 and 2009, respectively, and $43 million and $47 million for the nine months ended September 30, 2010 and 2009, respectively. The decrease in interest expense primarily relates to debt reductions. In addition to the $23 million in scheduled principal payments on the senior secured term loan in 2009 and during the first nine months of 2010, we repurchased $38 million of our 7 ¹/2% and 8 ⁷/8% Senior Notes in the open market in 2009 and an additional $13 million in the first half of 2010 as described in Note 5 to the Condensed Consolidated Financial Statements.

INCOME TAXES

Our foreign operations are generally taxed at rates lower than the U.S. statutory rate, and our overall effective tax rate varies significantly from period to period due to the level and mix of income among various domestic and foreign jurisdictions. No U.S. taxes have been accrued on foreign earnings because such earnings have been or are expected to be permanently invested in foreign operations. We have not historically generated U.S. federal taxable income on an annual basis; however, we generated U.S. federal taxable income in 2009 and for the quarter and nine months ended September 30, 2010, which was fully offset by the utilization of net operating loss carryforwards (“NOLs”). Even though NOLs have been utilized, our remaining NOLs continue to have full valuation allowances. If in the future we demonstrate a trend of taxable income and an expectation that we will utilize our deferred tax assets, some or all of the

33

valuation allowance may be released through “Income tax (expense) benefit” in the Condensed Consolidated Statements of Income. As of September 30, 2010, we had approximately $96 million of U.S. federal and state valuation allowances. No income tax expense resulted from the gain on the sale of 51% of JFIB because sufficient foreign NOLs were in place and, when those foreign NOLs were used, the related valuation allowance was also released.

Income taxes were a net benefit of $1 million for the third quarter of 2010 compared to a net expense of $4 million for the third quarter of 2009, including gross income tax benefits of $4 million and $1 million, respectively. Income taxes were a net expense of $2 million and $5 million for the nine months ended September 30, 2010 and 2009, respectively, including gross income tax benefits of $4 million and $9 million, respectively. The benefits in 2010 relate to governmental rulings in various jurisdictions; in 2009, $4 million of benefits were from the sale of our operations in the Ivory Coast. Both years included resolution of tax contingencies in various jurisdictions. See Note 9 to the Condensed Consolidated Financial Statements for further discussion of income taxes.

OTHER INCOME (EXPENSE)

During the third quarter of 2010, we recognized $3 million of expense related to contingencies in Europe. See Note 14 for further discussion of contingencies. During the first half of 2010, we recognized $3 million ($2 million net of income tax) of other income from the refund of consumption taxes paid between 1980 and 1990.

DEFINED BENEFIT AND SEVERANCE PLANS

Our defined benefit plan and severance benefit obligations primarily relate to Central American benefits which, in accordance with local government regulations, are generally not funded until benefits are paid. Our combined domestic and foreign defined benefit and severance plan liability was $56 million, $52 million and $43 million at September 30, 2010, December 31, 2009 and September 30, 2009, respectively. The increase in the liability was primarily the result of changes in actuarial assumptions related to the Central American severance plans at the December 31, 2009 measurement date, including lower discount rates, higher pay rates linked to farm productivity improvements and a higher average age of the participants. We expect to contribute approximately $13 million, including discretionary contributions, to these plans in 2010 compared to $9 million in 2009. We had expense related to the defined benefit and severance plans of $3 million and $2 million in the third quarters of 2010 and 2009, respectively, and $9 million and $7 million for the nine months ended September 30, 2010 and 2009, respectively.

Financial Condition – Liquidity and Capital Resources

At September 30, 2010, we had a cash balance of $182 million and no borrowings were outstanding under our revolving credit facility (“Revolver”) under which we had $128 million of credit available, after $22 million was used to support issued letters of credit. Annually, mandatory debt maturities are $20 million until 2014. We are in compliance with the financial covenants of our credit facility and expect to remain in compliance for more than twelve months from the date of this filing.

Cash provided by operations was $88 million and $164 million for the nine months ended September 30, 2010 and 2009, respectively. Operating cash flow decreased $19 million due to changes we made to our banking arrangement in North America in April 2010 to improve our utilization of cash on hand. As a result, book overdrafts (outstanding checks) that had previously been reported in “Accounts payable” began to be reported as a reduction of “Cash and equivalents” in the second quarter of 2010 because of a change in the counterparties. Tariff payable reductions as a result of lower EU rates, incentive compensation accrual reductions, and accounts receivable increases in southern Europe, which also appear as cash outflows, were only partially offset by reductions in receivables from growers and value added tax receivables.

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Cash flow from investing activities includes capital expenditures of $33 million and $39 million for the nine months ended September 30, 2010 and 2009, respectively. Net of cash sold with the business, we received €14 million ($17 million) from the sale of 51% of the JFIB business to Danone and $18 million from the sale of an equity method investment in Coast Citrus Distributors. See Note 2 to the Condensed Consolidated Financial Statements for further details.

Cash used in financing activities in 2010 related to the open-market repurchase of $13 million principal amount of our Senior Notes and to the quarterly principal payments on our Term Loan. During 2010, we did not draw on the Revolver to fund normal seasonal working capital needs, whereas we borrowed and repaid $38 million under the Revolver in 2009. Management evaluates opportunities to reduce debt to the extent it is economically efficient and attractive and has a long-term goal to improve the ratio of debt to EBITDA (earnings before interest, taxes, depreciation and amortization) to 3 to 1. See Note 5 of the Condensed Consolidated Financial Statements for further description of our debt agreements and financing activities.

As more fully described in Note 2 to the Condensed Consolidated Financial Statements, the 49% investment in the Danone JV requires that we provide further contributions proportional to our ownership interests, subject to annual and aggregate maximums. Without unanimous consent of the owners, our aggregate additional contributions to the Danone JV are limited to €22 million ($27 million) comprised of annual limits of €4 million in 2010, €9 million in 2011, €2 million in 2012 and €7 million in 2013, although amounts contributed below the annual maximum each year increase the maximum the following year. Under certain circumstances, we could elect not to contribute in amounts proportional to our ownership which would dilute our interest in the Danone JV. We contributed a total of €2 million ($2 million) and €4 million ($5 million) for the quarter and nine months ended September 30, 2010, respectively; these amounts were proportional to our ownership.

As more fully described in Note 14 to the Condensed Consolidated Financial Statements, we are making payments and may be required to make additional payments to preserve our right to appeal assessments of Italian customs cases. Such payments are typically made over a period of time under a payment plan.

A subsidiary has an approximately €12 million ($16 million) uncommitted credit line for bank guarantees used primarily for payments due under import licenses and duties in European Union countries. At September 30, 2010, we had an equal amount of cash equivalents in a compensating balance arrangement related to this uncommitted credit line.

Depending on fuel prices, we can have significant obligations under our bunker fuel hedging arrangements, although we would expect any liability from these arrangements to be offset by lower fuel costs. Our bunker fuel forward contracts were an asset of $11 million and a liability of $21 million at September 30, 2010 and September 30, 2009, respectively. The ultimate amount due or receivable will depend upon fuel prices at the dates of settlement. See “Item 3 – Quantitative and Qualitative Disclosures About Market Risk” below and Note 6 to the Condensed Consolidated Financial Statements for further information about our hedging activities. We expect operating cash flows will be sufficient to cover our hedging obligations, if any.

We believe that our cash level, cash flow generated by operating subsidiaries and borrowing capacity will provide sufficient cash reserves and liquidity to fund our working capital needs, capital expenditures, debt service requirements, and other known cash needs. We face certain contingent liabilities that are described in Note 14 to the Condensed Consolidated Financial Statements; in accordance with generally accepted accounting practices, reserves have not been established for most of the ongoing matters. It is possible that, in future periods, we could have to pay fines, penalties or damages with respect to one or more of these matters, the exact amount of which would be at the discretion of the applicable court or regulatory body. We presently expect that we would use existing cash resources to satisfy any such

35

liabilities; however, depending on the size and timing of any such liability, it could have a material adverse effect on our financial position or results of operations and we could need to explore additional sources of financing, the availability and terms of which would be dependent on prevailing market and other conditions.

We have not made dividend payments since 2006, and any future dividends would require approval by the board of directors. Under the Credit Facility, our main operating subsidiary (“CBL”) may distribute cash to CBII, the parent company and registrant, for routine CBII operating expenses, interest payments on CBII’s 7 ¹/2% and 8 ⁷/8% Senior Notes and its Convertible Notes and payment of certain other specified CBII liabilities (“permitted payments”). CBL may distribute cash to CBII for other purposes, including dividends, if we are in compliance with the covenants and not in default under the Credit Facility. At September 30, 2010, distributions to CBII, other than for permitted payments, were limited to approximately $85 million annually.

Risks of International Operations

We operate in many foreign countries, including those in Central America, Europe, the Middle East and parts of Africa. Our activities are subject to risks inherent in operating in these countries, including government regulation, currency restrictions and other restraints, import and export restrictions, 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 us. Should such circumstances occur, we might need to curtail, cease or alter our activities in a particular region or country. Trade restrictions apply to certain countries, such as Iran, that require us to obtain licenses from the U.S. government for sales in these countries; these sales are able to be licensed because the products we sell are food staples and the specific parties involved in the sales are cleared by the U.S. government.

See “Part II, Item 1 – Legal Proceedings” in this Quarterly Report on Form 10-Q and Note 14 to the Condensed Consolidated Financial Statements for a further description of legal proceedings and other risks.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2009.

New Accounting Standards

See Note 16 to the Condensed Consolidated Financial Statements for information on relevant new accounting standards.

* * * * *

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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 our control, including: the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting us or the industry, labor relations, taxes, political instability and terrorism; unusual weather events, conditions or crop risks; access to and cost of financing; and the outcome of pending litigation and governmental investigations involving us, as well as the legal fees and other costs incurred in connection with such items.

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 we undertake 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 our 2009 Annual Report on Form 10-K. As of September 30, 2010, the only material changes from the information presented in the Form 10-K are contained in the information provided below.

HEDGING INSTRUMENTS

Our products are distributed in nearly 80 countries. International sales are made primarily in U.S. dollars and major European currencies. We reduce currency exchange risk from sales originating in currencies other than the U.S. dollar by exchanging local currencies for dollars promptly upon receipt. We further reduce our currency exposure for these sales by purchasing hedging instruments (principally euro put option contracts) to hedge the dollar value of our estimated net euro cash flow exposure up to 18 months into the future. These put option contracts allow us to exchange a certain amount of euros for U.S. dollars at either the exchange rate in the option contract or the spot rate. At October 28, 2010, we had hedge positions that effectively lock in an exchange rate of $1.28 per euro for approximately one-fourth of our expected net exposure for the remainder of 2010; these positions could result in a loss if the actual exchange rate exceeds the strike rate. We had hedge positions that protect approximately one-half of our expected net exposure for the remainder of 2010 and the first quarter of 2011 from a decline in the exchange rate below $1.30 and $1.27 per euro, respectively. We also had hedge positions that limit the benefit of an increase in the exchange rate above $1.44 per euro for approximately one-third of our expected net exposure in the remainder of 2010; these positions could also result in a loss if the actual exchange rate exceeds the strike rate. However, we expect 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.

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Our shipping operations are exposed to the risk of rising fuel prices. To reduce the risk of rising fuel prices, we enter into bunker fuel forward contracts (swaps) that allow us to lock in fuel prices up to three years in the future. Bunker fuel forward contracts can offset increases in market fuel prices or can result in higher costs from declines in market fuel prices, but in either case reduce the volatility of changing fuel prices in our results. At October 28, 2010, we had hedging coverage for approximately three-fourths of our expected fuel purchases through 2011 at average bunker fuel swap rates of $523 and $439 per metric ton for the remainder of 2010 and 2011, respectively, hedging coverage for approximately one-half of our expected fuel purchases in 2012 at average bunker fuel swap rates of $459 per metric ton and hedging coverage for approximately one-third of our expected fuel purchases in 2013 at average bunker fuel swap rates of $482 per metric ton.

We carry hedging instruments at fair value on our Condensed Consolidated Balance Sheets, with potential gains and losses deferred to the extent that the hedges are effective in “Accumulated other comprehensive loss” until the hedged transaction occurs (the euro sale or fuel purchase to which the hedging instrument was intended to apply). The fair value of the foreign currency options and bunker fuel forward contracts was a net asset of $10 million and $13 million and a net liability of $14 million at September 30, 2010, December 31, 2009 and September 30, 2009, respectively. A hypothetical 10% increase in the euro currency rates would have resulted in a decline in fair value of the euro put and call options of approximately $9 million at September 30, 2010. A hypothetical 10% decrease in bunker fuel rates would result in a decline in fair value of the bunker fuel forward contracts of approximately $24 million at September 30, 2010. We expect that any decline in the fair value of these contracts would be offset by a decrease in the cost of underlying fuel purchases.

See Note 6 to the Condensed Consolidated Financial Statements for additional discussion of our hedging activities. See Note 7 to the Condensed Consolidated Financial Statements for additional discussion of fair value measurements, as it relates to our hedging instruments.

DEBT INSTRUMENTS

We are exposed to interest rate risk on our variable rate debt, which is primarily the outstanding balance under our Credit Facility. We had approximately $170 million of variable rate debt at September 30, 2010 (see Note 5 to the Condensed Consolidated Financial Statements). A 1% change in interest rates would result in a change to interest expense of approximately $2 million annually.

We have $534 million principal balance of fixed-rate debt, which includes the 7 ¹/2% Senior Notes due 2014, the 8 ⁷/8% Senior Notes due 2015 and the 4.25% Convertible Senior Notes due 2016. The $200 million principal balance of the Convertible Notes is greater than their $133 million carrying value due to the accounting standards for convertible notes such as ours that are described in Note 5 to the Condensed Consolidated Financial Statements. Although the Condensed Consolidated Balance Sheets do not present debt at fair value, a hypothetical 0.50% increase in interest rates would have resulted in a decline in the fair value of our fixed-rate debt of approximately $12 million at September 30, 2010.

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Item 4 - Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic filings with the SEC is (a) accumulated and communicated to 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 September 30, 2010, an evaluation was carried out by management, with the participation of the 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 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

We also maintain a system of internal accounting controls, which includes internal control over financial reporting, that is designed to provide reasonable assurance that our financial records can be relied upon for preparation of our consolidated financial statements in accordance with generally accepted accounting principles in the United States and that our assets are safeguarded against loss from unauthorized use or disposition. Based on an evaluation by management, with the participation of the Chief Executive Officer and Chief Financial Officer, during the quarter ended September 30, 2010, there were no changes in our internal control over financial reporting that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Item 5 - Other Information

In September 2010 Tanios Viviani, President, Global Innovation and Emerging Markets and Chief Marketing Officer, Manuel Rodriguez, Senior Vice President, Government & International Affairs and Corporate Responsibility Officer, and Waheed Zaman, Senior Vice President, Product Supply Organization, each adopted a written stock trading plan (“10b5-1 Plan”) in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, for the purpose of selling portions of their holdings, as part of their financial planning for the benefit of their families. The sales will take place between November 2010 and September 2012 (in the case of Mr. Viviani) and November 2012 (in the case of Messrs. Rodriguez and Zaman) or such other termination date when all shares subject to the respective plans have been sold. Executive officers may elect to sell a portion of the shares they own, including shares that may be received upon the exercise of stock options or vesting of restricted stock units, provided that they meet the requirements of the Chiquita Stock Ownership Guidelines. Shares sold pursuant to each plan will be disclosed publicly through Form 4 filings as required by the SEC and, if required, Form 144 filings.

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PART II - Other Information

Item 1 - Legal Proceedings

The information included in Note 14 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q is incorporated by reference into this Item.

Reference is made to the discussion under “Part I, Item 3 – Legal Proceedings – Personal Injury Cases” in the company’s Annual Report on Form 10-K for the year ended December 31, 2009 regarding DBCP cases pending in California. The claims of approximately 2,000 Panama residents and 600 Costa Rica residents pending in the Superior Court of California, Los Angeles County, have been dismissed (giving those plaintiffs permission to refile in Michigan or Costa Rica, respectively). The Panama residents have appealed the decision to dismiss their claims in California.

Item 6 - Exhibits

+*	Exhibit 2.1 – 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 10.1 – International Banana Purchase Agreement F.O.B. (Port of Loading) dated January 25, 2008 between Chiquita International Limited and Banana International Corporation, an affiliate of C.I. Banacol, S.A., English translation of original document, which is in Spanish, conformed to include amendments through July 14, 2008.
+*	Exhibit 10.2 – 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 10.3 – Long-Term Incentive Program 2008-2010 Terms (as amended through September 28, 2010).
+*	Exhibit 10.4 – Long-Term Incentive Program 2009-2011 Terms (as amended through September 28, 2010).
+*	Exhibit 10.5 – Long-Term Incentive Program 2010-2012 Terms (as amended through September 28, 2010).
+*	Exhibit 10.6 – Form of Change in Control Severance Agreement being used before April 1, 2010.
+*	Exhibit 10.7 – Form of Change in Control Severance Agreement being used on or after April 1, 2010 (without tax gross-up).
+*	Exhibit 10.8 – Form of Amendment to Restricted Stock Award and Agreement, including executive officers, approved on September 1, 2008, applicable to grantees who may attain “Retirement” prior to issuance of the shares.

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+*	Exhibit 10.9 – Form of Amendment to Restricted Stock Award and Agreement, including executive officers, approved on September 1, 2008, applicable to grantees who will not attain “Retirement” prior to issuance of the shares.
+*	Exhibit 10.10 – Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 15, 2009, applicable to grantees who may attain “Retirement” prior to issuance of the shares.
+*	Exhibit 10.11 – Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 15, 2009, applicable to grantees who will not attain “Retirement” prior to issuance of the shares.
*	Exhibit 10.12 – Employment Agreement dated August 18, 2010 between Chiquita Brands International Sàrl and Brian W. Kocher.
	Exhibit 10.13 – Separation and Severance Agreement by and between Chiquita Brands International Sàrl and Michel Loeb dated October 21, 2010.
	Exhibit 10.14 – Amendment effective as of January 1, 2009 to the Chiquita Brands International, Inc. Capital Accumulation Plan.
	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

+ Exhibit has been previously filed; it is being refiled to include certain schedules and/or exhibits.

* Portions of the exhibit and/or related schedules and exhibits 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/ Lori A. Ritchey
	Lori A. Ritchey
	Vice President and Controller
	(Chief Accounting Officer)

November 2, 2010

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EX-2.1

Exhibit 2.1

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;

1

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.

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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

48

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

49

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.

50

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

52

Univeg Fruit & Vegetables B.V.
[Name, Function]	[Name, Function]

with the acknowledgement of De Weide Blik N.V.

[Name, Function] [Name, Function]

53

Annex 2.4.4 - Additional Purchase Price

The Base Purchase Price will be increased in case [*] (ie., the “Triggering Events”) and in such amounts as are described below: [*]

1. If the Company or the Purchaser [*],

The Base Purchase price will be increased by EUR [*].

[*]

2. If the Company or the Purchaser [*],

The Base Purchase price will be increased by EUR [*].

[*].

Seller shall at all times be allowed to have the information with respect to the Triggering events checked by an independent auditor. [*]

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Annex 2.8.1

[Letterhead of De Weide Blik, N.V.]

To:

Hameico Fruit Trade GmbH

Breitenweg 29-33

28195 Bremen

Germany

Parent Guarantee (Bürgschaft)

Our subsidiary Univeg Fruit & Vegetables B.V., [in original filed with the Commission] (hereinafter referred to as the “Purchaser”) has entered on [ ] May 2008 into a sale and purchase agreement regarding (i) all shares in Atlanta AG (Breitenweg 29-33, 28195 Bremen, Germany; registered in the commercial register of the local court (Amtsgericht) of Bremen under HRB 12008 and (ii) certain rights with regard to two buildings (hereinafter referred to as the “Purchase Agreement”) with Hameico Fruit Trade GmbH (Breitenweg 29-33, 28195 Bremen, Germany; registered in the commercial register of the local court (Amtsgericht) of Bremen under HRB 12786; hereinafter referred to as the “Seller”).

Pursuant to Section 2.3.1 of the Purchase Agreement the Purchaser shall pay a purchase price to the Seller consisting of (i) a Base Price and (ii) an Additional Purchase Price (together hereinafter referred to as the “Purchase Price”).

We hereby unconditionally and irrevocably guarantee to the Seller by way of a guarantee pursuant to Section 765 of the German Civil Code (Bürgschaft im Sinne des § 765 BGB) that the payment obligations of the Purchaser pursuant to Sections 2.3.1 and 2.4.4 of the Purchase Agreement are duly and promptly fulfilled (hereinafter referred to as the “Guarantee”). The Guarantee is limited to a maximum amount of EUR[*]. Pursuant to Section 771 of the German Civil Code the Seller is obliged to enforce its claims against the Purchaser pursuant to Sections 2.3.1 and 2.4.4 of the Purchase Agreement before making claims under the Guarantee (Einrede der Vorausklage im Sinne des § 771 BGB).

The Guarantee expires [*] after the Closing Date.

Capitalised terms used but not defined herein shall have the meaning assigned to them in the Purchase Agreement.

This Guarantee shall be governed by the laws of the Federal Republic of Germany. Exclusive place of jurisdiction for all claims arising out of or in connection with this Guarantee shall be Hamburg.

[Place, Date]

For:	De Weide Blik, N.V.	For:	De Weide Blik, N.V.
By:	[N.N.]	By:	[N.N.]
Function:		Function:

55

Annex 4.2.5

Strategic Banana Ripening and Distribution Agreement

Parties

• Chiquita Banana Company B.V. and its subsidiary Chiquita Deutschland GmbH, (together “Chiquita” or “the Company”)

• Atlanta AG (“Atlanta”)

• Univeg Fruit & Vegetable B.V (“the Purchaser”)

Background

• The Purchaser is acquiring 100% of the shares of Atlanta and certain related operating assets held by Atlanta’s immediate parent company, Hameico Fruit Trade GmbH

• The parties are entering into a long-term strategic relationship by which Atlanta and the Purchaser will continue to provide Chiquita with banana ripening and delivery services in Germany, Austria and Denmark (the “Territories”). [*]

• [*]

Term and Renewals

The initial term of the agreement is [*]. It will automatically renew for successive [*] periods unless terminated by either party with a notice period of [*].

The agreement may be terminated immediately in the event of a material breach, insolvency or a change in control of Atlanta, unless rectified within a [*] period.

Purpose of the Agreement

[*]

Preferred Service Provider

Atlanta will be the preferred provider of banana ripening and distribution services to the Territories. This means that so long all other conditions of this agreement are observed in all material respects the following conditions will apply:

[*]

Fees, Billing and Administration

[*]

Initially, the parties will follow the existing billing procedures which are as follows:

• [*].

• [*].

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[*].

Quality Standards and Reliability

[*]

Law & Jurisdiction

Contracts and agreements relating this understanding will be governed by German law and the court in Bremen shall have exclusive jurisdiction.

Name:	Name:
Title:	Title:
Date:	Date:

57

Annex I: Existing Retail Accounts

[*]

Annex II: Ripening Service Fees

[*]

Annex III: Ripening and Distribution Costs

[*]

58

EX-10.1

Exhibit 10.1

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.

INTERNATIONAL BANANA PURCHASE AGREEMENT F.O.B ( PORT

OF LOADING) COLOMBIA (URABA AND SANTA MARTA)

(as amended through July 14, 2008)

(Translation of original, which is in Spanish)

This International Banana Purchase Agreement is entered by CHIQUITA INTERNATIONAL LIMITED, a company incorporated and existing under the laws of Bermuda, British West Indies, domiciled in the city of Hamilton, Bermuda (hereinafter the “BUYER”) and BANANA INTERNATIONAL CORPORATION, a company incorporated and existing according to the laws of the Republic of Panama, domiciled in Panama City (hereinafter the “SELLER”) according to and in connection with the Stock Purchase Agreement signed by Chiquita International Limited/Chiquita Brands, LLC and Invesmar Limited on June 10, 2004 under the following terms and conditions:

1. CLAUSE ONE: DEFINITIONS

1.1. The PLANTATION: Are all the farms described in Annex A hereof whose owners are the entities indicated herein, which hereinafter will be identified as the “PRODUCERS.” Annex A also contains the general description of the PLANTATION, the map corresponding to each of the farms that comprise it, including the corresponding description of the total area, the area dedicated to banana production, dimensions and boundaries. The farms described in Annex A are divided in two lists; List Number One are the farms owned by Agricola El Retiro, S.A. by virtue of the agreement entitled “Stock Purchase Agreement” referenced in the heading hereof; List Number Two includes the other farms that comprise the rest of the PLANTATION.

1.2. The EXPORTER: Comprised by the entities called COMERCIALIZADORA INTERNACIONAL BANACOL S.A., and/or COMERCIALIZADORA INTERNACIONAL, BANADEX S.A, Colombian corporations.

1.3. PRODUCTIVE AREA: is the portion of the PLANTATION that is planted with bananas of the Cavendish (Williams, Valery or Gran Nain) variety, over an approximate area of 10,870 hectares, divided into 2,950 hectares in production in the zone of Santa Marta and 7,920 hectares in production in the area of Urabá.

1.3.1. FRUIT: Are bananas of the Cavendish variety (whether Gran Nain, Williams or Valery) produced in the PRODUCTIVE AREA, that complies with size, quality and other specifications agreed by the parties and stipulated in Annex B hereof. At the time of purchase, all the FRUIT must be fresh, clean, and free of bruises and have the caliber and age indicated in the respective cutting orders according to the tolerance standards established in Annex B.

1.4. BRANDS: Are the brands, designs and trade names which the BUYER elects to use to distinguish the FRUIT to be exported.

1.5. PORT LOADING: Are any of the port facilities in Turbo and Santa Marta, unless the parties agree on other port facilities, according to the procedures to modify this agreement, which is described in Clause Nine, section nine hereof.

1.6. TECHNICAL REPRESENTATIVE: Is the entity affiliated or subordinated to the BUYER through an exclusive contract by the industry or the persons hired by such entities or directly by the BUYER, principals but without representation, except regarding those matters in which they are expressly authorized to represent the BUYER according to this agreement, whose functions, which in general are linked to quality, are described below. The BUYER can change the TECHNICAL REPRESENTATIVE at any time, after notifying the SELLER in writing.

2. CLAUSE TWO: PURCHASE

2.1. GENERAL CONDITIONS

2.1.1. The FRUIT will be sold by the SELLER to the BUYER, who will acquire it under the F.O.B. clause ( PORT OF LOADING) INCOTERMS 2000, except when the contrary is stipulated hereof, on a weekly basis as established further down, exported and properly stowed onboard the ships chartered and designated by the BUYER.

2.1.1.1. PROPERTY AND RISK: By virtue of this agreement and as indicated hereof, the BUYER will assume the property and the risk for the FRUIT upon being stowed onboard the ships designated by the BUYER at the PORT OF LOADING. Consequently, any losses of FRUIT and any other risks and costs up to the moment of such transfer will be paid by the SELLER. Upon stowing the FRUIT onboard the ship, the BUYER will assume all risks for losses of such FRUIT, whether in transit to the destination markets, during unloading or at any later point of the distribution and sale chain, with no prejudice to what is stipulated further down regarding hidden quality conditions that are impossible to detect during loading.

2.1.1.2. EXPORT REQUIREMENTS:

2.1.1.2.1. The BUYER will be responsible for securing and bearing the cost of chartering the ships, or if applicable, reserving the space needed on board such ships. The BUYER will be responsible for notifying the SELLER in

a timely manner, the name, the place and date for the stowing of the ship and for obtaining the bill of lading.

2.1.1.2.2. The SELLER or whoever sells to the SELLER will be the exporter of the FRUIT for all purposes. Consequently, the SELLER guarantees that whoever is the exporter, it will have all necessary permits, licenses and other documentation, as well as pay all national and municipal taxes and dues applicable to export banana production. The SELLER must also obtain or issue at its own expense and deliver to the BUYER all the documents legally necessary, at present or during the term of this agreement that the BUYER may require to take possession and freely dispose of the FRUIT, including, for example, commercial invoices, and certificates of origin or sanitary records. Such documentation must be issued in the languages and formats legally required to allow the BUYER to enter the EXPORTED FRUIT into the destination markets of the BUYER’S choice. With respect to the licenses and export and import certificates derived from the European Union’s regulations, the parties will abide by the Stock Purchase Agreement signed by Chiquita International Limited/Chiquita Brands, LLC and Invesmar Limited.

2.1.2. FRUIT NOT EXPORTED: The BUYER is obligated to order the volumes of FRUIT indicated in point 2.2 below. The BUYER will endeavor to notify the SELLER as soon as possible of any situation that may cause the BUYER not to receive the FRUIT that it has committed to purchase. The BUYER will include in such notification the volumes it will not receive and the week or weeks in which it will restrict the acceptance of the FRUIT it is obligated to purchase according to this agreement. The FRUIT NOT EXPORTED is the property of the SELLER. However, the BUYER is responsible for the payment of a penalty mentioned in section 4.3.5.1. whether it makes the abovementioned notification or not, in the cases when does it not order or it does not receive the FRUIT it is obligated to purchase according to this agreement.

As long as the SELLER opts to receive from the BUYER the penalty payment that is mentioned further down for such FRUIT, the SELLER will only be able to dispose of the FRUIT NOT EXPORTED within the territory of the Republic of Colombia, for which the SELLER will try to mitigate the damages to the BUYER by seeking to sell it within the aforementioned territory. If the FRUIT were packaged and stowed in containers, the BUYER will have the right to order, at its expense, the clearing of the containers. In this case, the SELLER with the purpose of mitigating the damage to the BUYER will endeavor to reduce the cost of disposing of such fruit. If, on the contrary, the SELLER decides not to receive payment for the penalties established hereof, it may freely dispose of the FRUIT NOT EXPORTED. In any case, the SELLER agrees to market or consume the FRUIT NOT EXPORTED without any of the brands that are the property of the BUYER. Any income that the SELLER receives from disposing or selling the FRUIT NOT EXPORTED will be discounted or reimbursed by the SELLER from the penalty due or paid by the BUYER.

2.2. VOLUMES

2.2.1. BASIC VOLUME: The SELLER has the obligation to sell and the right to demand that the BUYER buy; and the BUYER has the obligation to buy and the right to demand that the SELLER sell a basic yearly volume of ten million eight hundred forty nine thousand 18.14-Kg boxes at destination, divided by origin and time of the year in the following manner:

2.2.1.1. FRUIT SHIPPED FROM TURBO: An basic annual volume of [*] boxes distributed in quarters with a minimum of thirteen weeks of effective shipment as so:

2.2.1.1.1. FIRST QUARTER. Between January first and March thirty first of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.2. SECOND QUARTER. Between April first and June thirty first of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.3. THIRD QUARTER. Between July first and September thirty of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.4. FOURTH QUARTER. Between October first and December thirty first of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.5. CONDITIONS APPLICABLE TO THE VOLUMES OF FRUIT SHIPPED FROM TURBO

2.2.1.1.5.1. The total volume in the second quarter will not exceed the volumes of the first quarter, except by agreement of the parties granted according to the rules agreed herein.

2.2.1.1.5.2. If the SELLER meets the volumes corresponding to the first and second quarters of the year, it will have the right to sell and the BUYER will have the obligation to buy the volumes corresponding to the third and fourth quarters. If, on the contrary, the SELLER does not meet the volumes agreed for the first and second quarter, the volumes corresponding to the third and fourth quarters will be proportionally reduced in order to maintain a distribution of the basic annual volume of [*] percent in the first half of the year and [*] percent in the second half of the year.

2.2.1.1.5.3. Adjustment for “SPECIAL FORCE MAJEURE”

2.2.1.1.5.3.1. Definition For the effects of volume adjustment a Special Force Majeure event will be considered to have occurred when the decrease in the volume delivered by the SELLER is greater than 10% of the committed volume in a given quarter,

providing such decrease is not due to a deviation of such volume by the SELLER to third-party buyers or for its direct marketing additional to the one hundred and twenty thousand boxes per week by the SELLER.

2.2.1.1.5.3.2. If a Special Force Majeure event occurred during the first quarter, the SELLER will have the right to make up the basic volume shortage from the first quarter by increasing the Basic Volume in the second quarter by the amount of such shortage.

2.2.1.1.5.3.3. If a SPECIAL FORCE MAJEURE event occurred during the first quarter and it cannot be made up in the second quarter or if such event occurred during the second quarter, the SELLER will have the right to make up the agreed volumes during the third and fourth quarters without proportionally decreasing the volumes of those two last quarters in order to maintain the proportion of forty seven percent to fifty three percent that was agreed as a general rule for the distribution of the volume between the parties.

2.2.1.1.5.3.4. To the effect of fulfilling the agreements with the BUYER in the event of a drop in volume, its understood that these will be served by the SELLER after appropriating the 120,000 boxes mentioned above, in a proportion equivalent to 182,000 boxes per week from the BUYER for 80,000 boxes per week from the SELLER’S own marketing (or sales to third parties).

2.2.1.2. FRUIT SHIPPED FROM SANTA MARTA. A basic annual volume of [*] boxes distributed in the following manner:

2.2.1.2.1. FIRST SEMESTER. Between January one and June thirty one during every year of the term of this agreement, a volume of [*] boxes, i.e. [*] percent of the basic annual volume.

2.2.1.2.2. SECOND SEMESTER. Between July one and December thirty one of every year of the term of this agreement, a volume of [*] boxes, i.e. [*] percent of the basic annual volume.

2.2.1.2.3. SURPLUS VOLUME SANTA MARTA ORIGIN: In addition to the Santa Marta-origin volume mentioned above, the SELLER will deliver a volume of [*] boxes per year. The distribution of these boxes along the year will be, [*] percent in the first semester and [*] percent in the second semester.

2.2.1.2.4. ADJUSTMENTS FOR SPECIAL FORCE MAJEURE: In the event of a decrease greater than ten percent in the contracted volumes for the first semester of the year, providing such decrease is not due to a deviation of such volume by the SELLER to third-party buyers or for its direct marketing, the SELLER will have the right to supply the contracted volume for the second semester entirely, disregarding the general

distribution rule of the fruit shipped from Santa Marta in a proportion of fifty percent in the first semester and fifty percent in the second semester.

2.2.1.2.5. BUYER and SELLER agree to modify clause 2.2.1.2 and related provisions to reduce, as of the first week of January 2009, the volume of Fruit originating from Santa Marta. As of this date, SELLER commits to sell and BUYER to buy and pay for, [*] boxes of first quality Chiquita Fruit per week and [*] boxes of junior quality Chiquita Fruit per week. In all, BUYER and SELLER agree that SELLER may stop delivering fruit in Santa Marta completely if it provides written advance notice to BUYER at least 90 calendar days prior to the date on which it will stop delivering the fruit.

2.2.2. ADDITIONAL CONDITIONS REGARDING VOLUME.

2.2.2.1. DURING THE THIRD QUARTER OF EACH YEAR. Except by agreement of the parties granted according to the rules set hereof, the weekly volumes that the BUYER is obligated to receive during the third quarter, added to the volumes from Turbo and Santa Marta, even in the event of a SPECIAL FORCE MAJEURE, will not exceed [*] boxes.

2.2.2.2. DURING THE FOURTH QUARTER OF EACH YEAR. Except by agreement of the parties granted according to the rules set hereof, the weekly volumes that the BUYER is obligated to receive during the fourth quarter, added to the volumes from Turbo and Santa Marta, even in the event of SPECIAL FORCE MAJEURE, will not exceed [*] boxes.

2.2.3. If the volume delivered by the BUYER were reduced during the third and fourth quarters, there will be no restrictions or sanctions for the next year, regardless of whether the reduction occurred because of force majeure or not, excluding the sanctions for noncompliance with the THIRTEEN WEEK ESTIMATES such as FALSE FREIGHT.

2.2.4. SECOND CLASS FRUIT. It is understood that the BUYER is not obligated to purchase second class or quality fruit. When the BUYER purchases this type of fruit in Colombia, it will give the SELLER a deal proportional to the deal it gives the rest of its Colombian suppliers, at the same prices. However, the BUYER preserves the right to treat the SELLER in a disproportionate manner, whether favorably or unfavorably, in special cases in which it may be necessary to alleviate temporary problems of one or several producers or suppliers in particular.

3. CLAUSE THREE: PRICES. The prices that will apply to the basic volume contracted hereof will be those established in Annex C hereof.

3.1. COMMON ASPECTS.

3.1.1. SATURDAYS, SUNDAYS AND DAYS OF MANDATORY TIME OFF BECAUSE OF NATIONAL HOLIDAYS OR MOURNING. The BUYER will pay the SELLER the additional costs (in American dollars) according to the location as indicated in Annex C for each box packed on Saturday, Sunday and days of mandatory time off because of national holidays or mourning when such process is attributable to the BUYER, in aspects such as the itineraries of ships chartered by the BUYER and not other factors controlled by the SELLER.

However, the BUYER and the SELLER will cooperate within their restrictions so that both the rotations of the ships for which the former is responsible, as the use of containers for transporting and storing the FRUIT in as much as they are under the responsibility of the latter and the minimum daily volumes to be processed by the SELLER according to Clause 4.3.1., cause each party to assume their corresponding additional cost for cutting during those days, always with the purpose of minimizing the costs for both parties. Each time the BUYER makes a change in the rotation of the ships, the parties, by mutual agreement will estimate the volume of boxes to be packed on a Saturday, Sunday or days of mandatory time off whose additional cost is attributable to the BUYER by virtue of the cutting orders to be issued by the BUYER. Let it be recorded that with the rotation of the ships in operation at the time of the signing of this agreement, on occasion, work is performed on some farms in Turbo on Saturdays and holiday Mondays.

3.1.2. WEIGHT OF THE BOXES. The prices and the penalties agreed herein are for boxes of bananas with the weight at origin indicated in Annex C for different qualities and presentations. If variations occurred in the weights and/or dimensions of the box, the prices, the volume of the boxes and the penalties will be adjusted proportionally with respect to the banana component and the services such as stowing and transportation to the ship, taking into account the new weight of the FRUIT, and regarding the materials, a proportional cost increase will be recognized. The parties will come to an agreement on the price and cost adjustments that may be needed before the implementation of any change, with the understanding that consent can not be denied as long as the adjustments take into account the additional costs that such changes represent, including the loss of any net profit (“fully costed Profit”) in the supply of materials that the SELLER might endure by virtue of the changes required by the BUYER. The obligation to consider the loss of any net profit in the supply of materials cannot be interpreted in a way that the BUYER ends up being obligated to refund the investments made by the SELLER or its affiliates, nor any other type of collateral or consequential damage endured by the SELLER or its affiliates.

3.1.3. TIME AND METHOD OF PAYMENT. The prices agreed for each shipment of the EXPORTED FRUIT an the FRUIT NOT EXPORTED will be paid through checks, bank drafts or preferably by electronic fund transfers to a bank account of the SELLER in the bank of its choice, on the second Wednesday after the week on which the ship sails, in American dollars. For example, for FRUIT shipped in ships that sailed the week of January 21-27,

2008, the payment would be made on Wednesday February 7. The SELLER will inform the BUYER in writing, before the first shipment takes place; the account number and name of the bank were it will receive the payments.

3.1.4. SINGLE PAYMENT. The prices established in this clause will constitute the only amount of money that the BUYER must pay the SELLER for the EXPORTED FRUIT.

3.1.5. PAYMENT FOR SPECIFICATIONS. The prices of the EXPORTED FRUIT will be paid based strictly on compliance with the assigned specifications and not based on the BRAND or the destination chosen by the BUYER. The parties agree that no purchase price will be paid for FRUIT that does not meet the quantities or other requirements established hereof.

4. CLAUSE FOUR: OPERATIVE ASPECTS

4.1. MATERIALS

4.1.1. SPECIFICATIONS AND COSTS. The cardboard boxes, plastics, labels, seals, pallets and any other packing material related to the packing and palletizing process, the fungicide for controlling post-harvest diseases and other materials and raw materials needed for packing the EXPORTED FRUIT must meet the BUYER’S specifications detailed in Annex B hereof. The costs related to the acquisition of such materials will be disbursed exclusively by the SELLER. The paper to produce the cardboard boxes will be provided under the sole risk and responsibility of the BUYER, according to purchase orders from the SELLER. To this effect, the BUYER has designated Chiquita Fresh North America, L.L.C. under its sole responsibility, to supply the paper in the conditions established in the Paper Supply Agreement signed with the SELLER. If at any time during the period of this Agreement, the paper is not provided for reasons imputable to the BUYER, in sufficient quantities and time required for the SELLER to produce the cardboard boxes needed to pack the shipments of the Basic Volume, the BUYER must pay the corresponding penalty for the boxes that were not packed according to section 4.3.4.1. hereof, but it will never be more that ten consecutive weeks for a quantity that would substantially affect the Basic Volume, in which case it will be understood that a breach of the FRUIT purchase agreement has occurred. However, if there were disruptions in the supply of paper, the SELLER will put forward it best efforts to mitigate the damage to the BUYER using, if available, another paper it might own to make the cardboard boxes needed with the commitment of the SELLER to proceed to its prompt replacement and if necessary pay the financial cost this might entail.

4.1.2. CHANGES IN CONDITIONS AND SPECIFICATIONS. The BUYER may vary the conditions and specifications of the packing materials (for example, the boxes used to pack the FRUIT, plastics, seals, labels, pallets, any other packing material related to the packing and palletizing process, the fungicide used to control post-harvest diseases and other materials and supplies needed for packing) by giving the SELLER at least fifteen (15) days notice. In such case, the potential savings or additional costs generated by such variation

in the conditions and/or specifications will benefit or harm only the BUYER. If changes are requested that require longer implementation periods, the BUYER may not give shorter notice than the time reasonably required by the SELLER. The parties will come to an agreement on all required price and cost adjustments before the implementation of any change with the understanding that consent cannot be denied providing the adjustments take into account the additional costs that such changes represent, including the loss of any net profit (“fully costed Profit”) in the supply of materials that the SELLER might endure by virtue of the changes required by the BUYER. The obligation to consider the loss of any net profit in the supply of materials cannot be interpreted in such a way that the BUYER ends up being obligated to refund the investments made by the SELLER or its affiliates, nor any other type of collateral or consequential damage endured by the SELLER or its affiliates.

4.2. LABELS AND BRANDS

4.2.1. SELECTION OF THE BRANDS. The BUYER will select freely the BRANDS that will go on the stickers and labels that will be affixed to the EXPORTED FRUIT and the boxes and plastic bags in which it is packed. The BUYER must take into account in any change of BRANDS, the minimum print runs of the stickers, labels or boxes that the change implies and coordinate with enough time with the SELLER any discontinuation in the use of a BRAND in order to exhaust reasonable inventories of stickers, labels and boxes, except if the BUYER decides to refund the SELLER for the cost of such inventories. The final arts or the plates of the BRANDS, in each case, will be provided by the BUYER or the TECHNICAL REPRESENTATIVE.

4.2.2. USE AND PROTECTION OF THE BRANDS. The SELLER acknowledges the following: (a) that the BUYER has the exclusive right to use and order the use of the BRANDS; (b) that the BRANDS are and will remain the exclusive property of the BUYER or the entity or entities that have granted the BUYER the respective licenses to use them, even when such licenses are not specifically recognized or perfected according to pertinent legal provisions; (c) that the SELLER does not have any right regarding the BRANDS and that the use of such BRANDS does not generate such rights. The SELLER is obligated to strictly follow the instructions given by the BUYER or the TECHNICAL REPRESENTATIVE regarding the use and protection of the brands. The SELLER commits to inform the BUYER or the TECHNICAL REPRESENTATIVE immediately if it knows about some improper use of the BRANDS. The SELLER is responsible for the improper or irregular use for of the stickers, labels and other packing materials bearing the BRANDS that are in the SELLER’S possession. The BUYER will assume the costs for the defense of the SELLER in lawsuits filed by third parties alleging improper use of the BRANDS when the BUYER has ordered its use by the SELLER, and if necessary, will assume the cost of paying the respective fines or indemnifications. In the event that such lawsuit are filed, the BUYER will have the option of assuming the defense using its own lawyers under its exclusive control, in which case the SELLER must lend any cooperation needed including

issuing powers of attorney in favor of the lawyers the BUYER indicates. The SELLER is obligated to notify the BUYER promptly about any claim or filing of any lawsuit of this nature against the SELLER. Lack of timely notice will not impede the BUYER from assuming the defense from such lawsuits, but it will excuse the BUYER from the obligation of refunding any expense paid by the SELLER to that moment.

4.3. ESTIMATES AND CUTTING ORDERS

4.3.1. GENERAL OBLIGATION TO COOPERATE AND DAILY MINIMUM VOLUME. Both parties are obligated to cooperate in order to maximize daily FRUIT volumes to be packed, facilitate the rotation of ships and minimize the need to use refrigeration and to work on Saturdays, Sundays and holidays. Additionally, the SELLER is obligated during the term of this agreement and while the current rotation of the ships continues, to pack, on cutting days, a minimum daily volume of seventy five thousand boxes to be stowed in Turbo and twenty five thousand boxes to be stowed in Santa Marta, unless the BUYER requests in writing a smaller daily volume. The time required to load is based on current performance. If the BUYER changed the rotation of the ships and this caused logistical problems to the SELLER regarding the sale of FRUIT to other clients, the SELLER is obligated to pack on cutting days a minimum daily volume of sixty thousand boxes to be stowed in Turbo and twenty five thousand boxes to be stowed in Santa Marta, unless the BUYER requests in writing a smaller daily volume. This clause cannot be interpreted as an amplification of the basic volume as both parties recognize that the BUYER is not obligated under any circumstances to purchase more than eleven million boxes per year as basic volume.

4.3.2. THIRTEEN WEEK ESTIMATE. Each week, on Friday, or any other day that is agreed with the BUYER or the TECHNICAL REPRESENTATIVE, the SELLER will deliver to them a written estimate of the volumes of all the FIRST CLASS FRUIT and MODIFIED FIRST CLASS FRUIT to be delivered at each of the PORTS OF LOADING during the following thirteen weeks (hereinafter “THIRTEEN WEEK ESTIMATE”)

4.3.2.1. The parties agree that the volume of FIRST CLASS FRUIT and the volume of MODIFIED FIRST CLASS FRUIT indicated by the SELLER for the first two (2) weeks of each THIRTEEN WEEK ESTIMATE is considered the final volume that he SELLER is obligated to sell and the BUYER is obligated to buy, within the conditions agreed hereof, and it may not be modified in subsequent THIRTEEN WEEK ESTIMATES. However, the SELLER may, at its choice, but depending and limited by the space on the ship, deliver for shipping up to three percent more or less than the final estimated fruit for the following week.

4.3.2.2. Additionally, once a month, the SELLER will deliver to the BUYER or the TECHNICAL REPRESENTATIVE the information regarding the amount of fruit bagged per week during the preceding month, the

resulting conversion of boxes per FIRST CLASS FRUIT stem, per packing station on each day on which FRUIT was processed and the grade, per ribbon, of the stems harvested per week for each of the farms included in List Number One, mentioned in the definition of PLANTATION.

4.3.2.3. The parties agree that every week the BUYER will order and buy and the SELLER will ship and sell a mix of FRUIT qualities within the ranges established below, which must be reflected in the THIRTEEN WEEK ESTIMATES:

	Turbo Amount								Santa Marta Amount
	Length		Min.			Max.			Length		Min.			Max.
First Quality		8.00”		80	%		90	%		8.00”		50	%		65	%
First Modified		8.00”		10	%		15	%		8.00”		5	%		15	%

Turbo Amount

Santa Marta Amount.

Min. & Max. Length

Min.

Max.

Length Min.

Max.

Min.

Max.

Juniors

6”

7.9”

0

%

5

%

6”

7.9”

20

%

35

%

4.3.2.4. The BUYER will issue cutting orders for each shipment based on the THIRTEEN WEEK ESTIMATES issued by the SELLER, within the ranges established in section 4.3.2.3 above, and the BUYER may vary such orders between weeks whether with precut or delays, providing such actions do not imply a loss a fruit. It is understood that the BUYER may vary the mix of qualities ordered per week along a particular quarter only exceptionally and because of the impossibility of placing some type of fruit in the market, providing the weekly average along the quarter coincides with the corresponding THIRTEEN WEEK ESTIMATES and the established distribution. The SELLER recognizes that the market for the Juniors has a behavior that fluctuates more than the markets for other qualities or types of fruit. Nonetheless, the BUYER guarantees it best marketing effort to reduce the volatility of the weekly orders as much as possible and recognizes the SELLER’S need to count on weekly orders of Juniors in order to guarantee the best use of the FRUIT. If the BUYER repeatedly orders a mix of qualities outside the established ranges, at the request of THE SELLER negotiations will begin with the BUYER with the purpose of ameliorating the situation through the evaluation of the impact of such change and to negotiate an appropriate compensation.

4.3.3. CUTTING ORDERS. Each week, on Friday or any other day agreed with the SELLER or the TECHNICAL REPRESENTATIVE, once the THIRTEEN

WEEK ESTIMATE has been received, the BUYER itself or through the TECHNICAL REPRESENTATIVE will give the SELLER instructions relative to (i) the volume of FIRST CLASS FRUIT it will purchase the following week, as well as the volume of MODIFIED FIRST CLASS FRUIT and SECOND CLASS FRUIT it opts to buy. (ii) The date and time the EXPORTED FRUIT must be cut, observing the parameters established in section 4.3.1. (iii) The age limit, the maximum and minimum grade of cut applicable to such EXPORTED FRUIT. Additionally, the BUYER itself or through the TECHNICAL REPRESENTATIVE will notify the SELLER, giving a minimum notice of 24 hours, the date and time of the arrival to the PORT OF LOADING of each ship as well as the approximate date and time of stowing of each ship on which the EXPORTED FRUIT must be stowed. Its understood and agreed that the BUYER itself or through the TECHNICAL REPRESENTATIVE may modify such notification according to its judgment if a reasonable and justifiable reason exists, providing the SELLER is given at least fourteen (14) hours advance notice of the date and time of arrival and stowing stipulated above, when it is coming from Panama, and 24 hours of advance notice when it is coming from other ports. In any case, the SELLER will deliver the EXPORTED FRUIT to the container yard to be refrigerated within a maximum of twenty (20) hours after the cut. All days of the WEEK are considered workdays for cutting, carrying fruit to the packing station, packing and stowing.

4.3.4. PENALTIES

4.3.4.1. FRUIT NOT EXPORTED. To the effects contemplated in clause 2.1.2 the SELLER will have the right to be paid a single, total and definitive penalty equivalent to the price of purchase minus the non incurred costs if it is FRUIT that is part of the basic volume; and if is FRUIT that is part of the Additional Volume, $[*] per box during the first semester of each calendar year (from January 1 to June 30) and $[*] per box during the second semester of each calendar year (from July 1 to December 31). In order to determine the number of boxes of FRUIT on which the penalty will be paid, if the FRUIT has not been packed, stems will be converted to boxes based on the SELLER’S pondered average ratio of boxes per stem to FRUIT during the last four (4) DAYS of cutting. If the order not to load by the BUYER or the TECHNICAL REPRESENTATIVE is issued after the packing process of the FRUIT has begun, the BUYER will pay the SELLER in addition for the packing materials used prior proof of their use, the operational salaries effectively incurred, the cost of transport if it has been done, as well as other costs incurred for disposing of the fruit in a correct and legal manner. The BUYER will pay these same penalties when, after not ordering the totality of the SELLER’S FRUIT in the final estimation on some particular weeks, the FRUIT exceeds the grade and it is necessary to chop it because it does not meet the conditions to be exported.

4.3.4.2. FALSE FREIGHT. If for any reason imputable to the SELLER, it does not deliver at least ninety seven percent of the volume of FRUIT ordered by the BUYER for the following week, based on the most recent THIRTEEN WEEK ESTIMATE, the SELLER must pay a single, total and definitive indemnification of $[*] during the first semester of each calendar year (from January 1 to June 30) and $[*] during the second semester of each calendar year (from July 1 to December 31) for each box of FRUIT not delivered over the limit of the margin of tolerance of three percent until the order issued by the BUYER for that shipment is fulfilled, but in no instance will it be responsible for eventual, consequential or collateral damages to the BUYER or its affiliates for this occurrence. Situations of force majeure or fortuitous situations that may prevent the SELLER from fulfilling its obligations are excluded.

Notwithstanding the above, the SELLER may exceed the margin of tolerance of three percent in two shipments, at most, during each quarter of the calendar year, so that in such shipments the SELLER may load a minimum of ninety five percent and a maximum of one hundred and five percent of the volume ordered by the BUYER, said surplus subject to availability of space in the ships chartered by the BUYER. This benefit granted by the BUYER to the SELLER is not a cumulative right from one shipment to another or from one quarter to another. The BUYER will try to mitigate its damages using banana volumes from other sources within the normal rotation of the ship to fill the space allowance onboard the ship and will not demand indemnification except for the boxes that were not supplied. The SELLER cannot use this tolerance to allege that the BUYER has waived its right to receive the volumes it ordered nor will it excuse the SELLER from making its best effort to always comply with the volumes ordered by the BUYER. When FALSE FREIGHT occurs, the BUYER will communicate this to the SELLER within the following two weeks. If not, the SELLER will lose it right to collect.

4.3.5. TRANSPORT TO THE PORT OF LOADING. The FRUIT is exported on pallets and under the deck in the hold of ships or in containers at the option of the BUYER. The SELLER must make arrangements for transportation in the containers provided by the BUYER from the PLANTATION to the PORT OF LOADING using appropriate and necessary equipment and it will also be responsible for their return to the yard.

4.3.5.1. CONTAINERS. The BUYER itself or through a TECHNICAL REPRESENTATIVE will provide the SELLER with the containers and the chassis needed to transport the EXPORTED FRUIT from the PLANTATION to the PORT OF LOADING, making it available at the corresponding yard of the PORT OF LOADING in question, according to the cutting needs, in anticipation to the corresponding shipment. It’s understood that the warehousing costs and temporary

conservation of the EXPORTED FRUIT in a container yard will be paid by the BUYER, but this does not relieve the SELLER with regard to the BUYER from assuming the transportation costs all the way to the PORT OF LOADING, nor regarding its obligations with respect to the quality of the EXPORTED FRUIT. Such transport and waiting time within the scheduled itinerary for the shipment will be at the exclusive risk of the SELLER who must take al needed precautions to protect the FRUIT, including the boxes in which it is packed, from the sun, rain, and other inclement weather, mistreatment, and incorrect stowing in the containers, and it is also obligated to obey all reasonable recommendations made by the BUYER or its designee, including the TECHNICAL REPRESENTATIVE in relation to handling and care of the FRUIT. Claims for FRUIT lost due to faulty transportation, yard, and stowing services will be directed by the SELLER to the entities that provide such services, and the BUYER will provide all needed cooperation. The BUYER guarantees that the container’s refrigeration system provided to the SELLER will be in perfect working order when they are delivered and the parties will agree on a procedure to check them, which will be used when delivering and returning the containers. If any FRUIT is damaged because of a malfunction of the refrigeration system in one or more containers, the risk for the loss of such FRUIT will be the BUYER’S. Each party will assume the costs in the mutual deliveries of the CONTAINERS.

5. CLAUSE FIVE: QUALITY AND SANITATION

5.1. FRUIT INSPECTION AND REJECTION. The inspection and eventual rejection of the FRUIT may be done by the BUYER or its TECHNICAL REPRESENTATIVE at any time during the productive process; at the packing station, while being packed, at the PORT OF LOADING, when it is received, in the ship while it is being stowed.

5.1.1. Yet, if at the time of the unloading at the port of destination, defects appear such as “ripe and turnings”, “soft greens”, “peel rot”, “neck rot”, “crown rot”, “tip mold” and “latex post-harvest”, which has been previously agreed by the parties are hidden quality conditions impossible to detect at the time of boarding, the BUYER will have the right to deduct the amount paid for the rejected bananas from the following shipments of FRUIT that it receives from the SELLER. The SELLER will not be responsible for collateral or consequential damages to the BUYER by virtue of the rejection of the FRUIT for hidden conditions, being this indemnification the single, total and definitive indemnification which the BUYER has the right to receive for these incidents, except for the arrangements included in this same paragraph with respect to the liability for false freight, when applicable. The BUYER will demonstrate its claim by means of a report issued by an independent surveyor, whose report must include the condition of the FRUIT and state that the problem is not attributable to problems with the ship or other reasons unrelated to the

SELLER, and will include all the data of the fruit, especially the number of the farms or farm from which the fruit came. In every case, the SELLER may, on its own account and its own expense, designate representatives to participate as observers in the quality inspection, for which the BUYER will have to notify the rejection within forty eight hours of its unloading. In order to benefit from this right, the SELLER must provide the BUYER with an email address so the BUYER may report any rejection incident to the SELLER. Additionally, the SELLER will give the BUYER the name and information necessary to contact the surveyor or surveyors that the former has designated so that they are present in case of a rejection incident of the bananas at the destination port. If the SELLER does not provide the information about its designated surveyors, the BUYER will be relieved of its obligation to notify in a timely manner and it will simply inform the SELLER as soon as possible through the email address provided. The parties agree that the first rejection incident to occur in each calendar quarter will give the BUYER the right to withhold only the price paid for the rejected bananas. Rejection incidents of FRUIT loaded after the notification of the first rejection incident, will give the BUYER the right to receive the corresponding penalty for false freight, if it exceeds the allowed percentage of tolerance. If the BUYER does not notify the SELLER in a timely manner regarding the rejection incident or disposes of the fruit before it is inspected by the SELLER, then the withholding will not proceed.

5.2. PARTICIPATION IN QUALITY CONTROL ACTIVITIES. The SELLER and the BUYER acknowledge that the quality of the EXPORTED FRUIT in the destination markets is essential for a continued successful marketing. In these markets, the quality of the FRUIT NOT EXPORTED is not limited only to its physical characteristics, but also to the conditions in which this FRUIT is produced, including the correct application of agrochemicals, the environmental impact of production activities and the social/labor conditions in which these activities are carried out. The SELLER and the PRODUCERS also commit to participate with the BUYER, each to their own account and expense in reasonable quality control activities such as the establishment and maintenance of process-controls and the correct gathering of FRUIT quality data, as well as the communication and delivery of such information to the BUYER.

5.2.1. The SELLER and the PRODUCERS commit to grant access to the PLANTATION at any time during normal times of operation to quality control technicians designated by the BUYER or the TECHNICAL REPRESENTATIVE, so that they can evaluate in the field and at the banana packing stations bananas that potentially constitute FRUIT that can be sold in accordance with this agreement.

5.2.2. In the specific case of the battle against Black Sigatoka, the SELLER and the PRODUCERS will abide by the provisions in Annex B in the understanding that the BUYER will not be obligated to receive FRUIT originating in areas of the PLANTATION that do not meet the production conditions established in Annex B.

5.2.3. METHODS OF DEHANDING and PACKING. In order to preserve the quality of the EXPORTED FRUIT, the SELLER agrees with the BUYER to only use the methods of dehanding and packing previously authorized by the BUYER, which are duly described in Annex B.

5.2.4. CHANGES IN QUALITY SPECIFICATIONS. In order to assure the continued high quality of the ORDERED PRODUCTION, the BUYER will have the right to amend Annex B hereof by notifying the SELLER in writing at least fifteen (15) days ahead of time. The parties will come to an agreement on any necessary price and cost adjustments before the implementation of any change, with the understanding that consent cannot be denied if the adjustments take into account the additional costs that such change or changes represent, including the loss of any net profit (“fully costed profit”) from the supply of materials that the SELLER might bear due to changes required by the BUYER. The obligation to consider the loss of any net profit derived from the supply of materials cannot be interpreted in a way that the BUYER might end up being forced to repay investments made by the SELLER or his affiliates, nor any other type of collateral, possible or consequential damage borne by the SELLER or its affiliates.

5.2.5. CHANGES IN FRUIT PROTECTION METHODS, FRUIT SELECTION, DEHANDING AT THE PACKING STATION AND PACKING. The parties will come to an agreement on any necessary price and cost adjustments before the implementation of any change to any of the mentioned methods, with the understanding that consent cannot be denied if the adjustments take into account the additional costs and damages that such change or changes represent, including the loss of any net profit (“fully costed profit”) from the supply of materials that the SELLER might bear due to changes required by the BUYER, being this the only, total and definitive indemnification to which the SELLER is entitled by these changes. In no instance will the BUYER assume responsibility before the SELLER, the PRODUCER or its affiliates for collateral, possible or consequential damages that could occur by virtue of the changes regulated hereof. The changes that the SELLER or the PRODUCERS must perform to any of the methods mentioned with the intention of ensuring that the FRUIT meets the agreed quality specifications will be paid exclusively by the SELLER.

5.3. INFRASTRUCTURE. The SELLER and the PRODUCERS declare and guarantee that the PLANTATION meets and will meet, during the term of this agreement, the infrastructure requirements and conditions necessary to produce, process and transport the FRUIT in the volumes and with the quality agreed hereof, for example, safe and hygienic packing stations, able to process the FRUIT any week in three (3) DAYS at most, during periods of normal production and four (4) DAYS during periods of high production, access routes that can handle the traffic of transportation equipment without reducing the quality of the FRUIT, adequate internal transport systems for the stems to the packing station and, in those plantations that due to their location require it, according to standards commonly accepted by the Colombian banana industry, appropriate drainage and irrigation systems.

5.4. AGROCHEMICALS. In order to assure compliance with the laws concerning agrochemicals that exist in Colombia and the destination markets, as well as to protect occupational health conditions, the environment and the quality of the FRUIT, the SELLER and the PRODUCERS commit to apply, during the production process and the post-harvests stage, only pesticides, herbicides, fungicides, insecticides, plant growth regulators or other chemical or organic, natural, artificial or synthetic substances, that have been previously authorized by the BUYER or its TECHNICAL REPRESENTATIVE and are authorized for use in the Republic of Colombia and the destination countries of the FRUIT, including the United States of America and the countries that comprise the European Union. The SELLER and the PRODUCERS commit to apply these substances only in the amounts, proportions and using the methods established by the manufacturers of the authorized products and according to the best practices of the banana industry in Colombia. The BUYER has delivered to the SELLER and through the SELLER to the PRODUCERS, a listing of these products and substances.

If during the term of this agreement the Colombian authorities and the authorities of the destination countries of the FRUIT authorize different formulations, but chemically identical to the authorized products and substances, the SELLER and, through the SELLER, the PRODUCERS, must notify the BUYER of their intention of using those new formulations. If the new formulations imply application methods that are different from those used with the previous formulations, the BUYER may not object their use by the SELLER and the PRODUCERS as long as these methods of application do not result in higher risks to people’s health, the environment or the possibility of higher levels of residues on the FRUIT, which are above the levels allowed by the authorities at the destination countries. Any change to the listing of products and substances other than the case of new formulations of products that have already been authorized, may only proceed through a previous written agreement between the BUYER and the SELLER. In case of breach of the obligations assumed by the SELLER or PRODUCERS in this section, or if the FRUIT delivered is damaged or mistreated due to agrochemicals or with residue levels above those allowed by relevant regulations, the BUYER is authorized by the SELLER and the PRODUCERS to immediately suspend without liability the purchase of the FRUIT originating at the affected part of the PLANTATION, while the negative effects or other foreseeable damages last, without prejudice of rejecting this FRUIT for not complying with the specifications agreed hereof. The BUYER declares that it knows that the SELLER and the PRODUCERS will use BRAVO^® (clorotalonil), for the treatment of Black Sigatoka, in the entire PLANTATION. The BUYER hereby acknowledges that this product was never used in the farms on listing A, referenced in the definition of “PLANTATION”, while these farms were operated by the BUYER. The BUYER also acknowledges that it does not support the use of this product because of the potential occupational health and environment risks that, in the BUYER’S opinion, the use of this product implies, in spite of being a product whose use has been accepted by the authorities of Colombia, the European Union countries, the United States and the Rainforest Alliance in the “Better Banana Program”. The BUYER; nevertheless, accepts the use of BRAVO^® by the SELLER and the PRODUCERS as an exception to the listing of agrochemicals described above. In order to assure the safe use of pesticides (herbicides, nematicides, insecticides fungicides, plant growth regulators, etc.) and to protect the health of their workers, the SELLER and the PRODUCERS agree to organize the tasks in

the fields so that the field workers are not present in the areas of the PLANTATION that are being treated with pesticides in observance of the reentering periods established by the Environmental Protection Agency of the United States of America (U.S. EPA). For those workers who must enter an area of the PLANTATION being treated with pesticides, the SELLER and the PRODUCERS must provide appropriate personal protective equipment.

6. CLAUSE SIX: CORPORATE RESPONSIBILITY, LABOR AND ENVIRONMENTAL PROTECTION

6.1 CORPORATE RESPONSIBILITY AND WORK ENVIRONMENT

6.1.1 The SELLER and the PRODUCERS declare that they are aware of the BUYER’S Corporative Responsibility commitments, assumed through the BUYER’S Code of Conduct and the “UITA/COLSIBA/Chiquita Agreement on Freedom of Association, Minimum Labor Standards and Employment in Latin American banana operations.” The SELLER acknowledges and accepts that it has received a copy of the Code of Conduct of the BUYER and a copy of the Agreement between Chiquita/UITA/COLSIBA and that it understands the social commitments and obligations which the BUYER wishes to implement in all its operations, including those of its supplier, particularly in the areas of labor, food safety and quality, environmental protection, and community relations standards. The SELLER will continuously improve the social and environmental standards and practices under which it produces the FRUIT.

6.1.2 During the term of this agreement, the SELLER and the PRODUCERS especially agree to meet the following labor standards:

6.1.2.1. Not to use child labor, as defined in the Code of Conduct

6.1.2.2 Not use any form of forced or mandatory labor

6.1.2.3 Not violate the freedom of association and collective bargaining rights of their workers.

6.1.2.4 Not discriminate when hiring, training or firing their employees based on sex, sexual preference, ethnicity, national origin, religion, union or political affiliation.

6.1.2.5 To obey all labor, social and environmental laws of the republic of Colombia as well as the treaties included in the Code of Conduct and the UITA/COLSIBA and Chiquita agreement.

Any serious or systematic violation of any of the practices above will authorize the BUYER to suspend the purchase of the FRUIT originating at the affected area, without prejudice to reinitiate such purchases if this situation is resolved to the satisfaction of both parties.

6.1.3 The SELLER and the PRODUCERS grant the officials of the BUYER or the TECHNICAL REPRESENTATIVE the right to enter the PLANTATION without restraint, with or without previous notice, but always after coordinating with the person in charge of the farm at the time of the visit, in order to inspect the operations, infrastructure, documents, including electronic files, and to meet with employees and workers, in order to perform confidential periodic evaluations concerning the fulfillment of all its obligations regarding Corporative Responsibility. The SELLER, the

PRODUCERS and the BUYER, in mutual agreement, will develop a written plan to remedy any breaches detected during the evaluations. In no case, can the BUYER demand from the SELLER or the PRODUCERS the adoption of practices or conditions in the area of Corporative Responsibility that are more rigorous to those adopted by the subsidiaries or affiliates of the BUYER in other Latin American countries.

6.1.4 The BUYER and the SELLER agree that the assessments, the agreed objectives and any correspondence related to the fulfillment by the SELLER of these standards will be handled confidentially and they will not be revealed without the approval of both parties.

6.1.5 The SELLER and the PRODUCERS commit to maintain the certification under the SA-8000 standard during the term of the agreement hereof. If any of these farms were to be decertified, the SELLER and the respective PRODUCER will have six months as of the date of notification of the decertification or suspension to remedy the farm decertification. If it does not obtain the recertification within the period stipulated hereof, the BUYER will have right to suspend the purchase of FRUIT originating from such farms until they regain their respective certifications.

6.1.6. ENVIRONMENTAL PROTECTION

6.1.6.1 During the term of this agreement, the SELLER will accept and adopt at its expense, the regulations and guidelines on environmental impact, public health, work place hygiene and other aspects related to the protection of the environment existing in the Republic of Colombia or in any of the destination markets of the FRUIT. Such regulations and guidelines include those issued by local and national authorities and international organizations, as well as by government authorities in the countries were the destination markets are located, in as much as they affect the ability to commercialize the FRUIT. The agreements and international treaties signed by the Republic of Colombia will be observed, even though their ratification might be pending

6.1.6.2.Both, the SELLER and the PRODUCERS agree to:

6.1.6.2.1. Maintain, during the term of this agreement, the certification under the Better Banana Program of the Rainforest Alliance, in those farms that comprise the PLANTATION and already have it. If the farms are decertified or their certification is suspended by the Rainforest Alliance or the verifying organization designated by such organization, the SELLER and the PRODUCERS will have six months as of the day of the notification of decertification or suspension to recertify the affected farms. If the SELLER and the PRODUCERS cannot recertify the property within the stipulated term, the BUYER will have the right to suspend the purchase of FRUIT from those farms until such farms obtain their respective certification.

6.1.7. OTHER CERTIFICATIONS. The SELLER commits to make its industrial and cultivation practices at the PLANTATION conform to the GLOBALGAP standard at the time this agreement is signed.

6.1.8. INCLUSION OF NEW FARMS. The inclusion of new farms within the PLANTATION will require the consent of the BUYER and the SELLER. If in the future, the SELLER wishes to include additional farms in the PLANTATION, it will notify the BUYER in writing of its intention and will provide the BUYER with all the information necessary to identify the new PRODUCER or PRODUCERS. The BUYER cannot deny its consent in an unreasonable manner. The new PRODUCER or PRODUCERS will have a maximum term of a year as of the date of the signing of the amendment to this agreement to obtain the certifications to the SA-8000, GLOBALGAP, and Better Banana Program standards, as well as other certifications that the parties may decide to achieve in the future. If it/they do not achieve the certifications required within a year, the BUYER will have the right to suspend the purchase of FRUIT from these farms until they obtain the required certifications.

7. CLAUSE SEVENTH: FOOD SAFETY and SECURITY the SELLER and the PRODUCERS recognize that the health and the safety of the consumers of the FRUIT are especially important, and for this reason they are committed to accept each and all of the recommendations made by the BUYER or its TECHNICAL REPRESENTATIVE concerning modifications to processes, infrastructure, documentation practices, hygienic, sanitary and process controls, relative to food safety and security. These recommendations may never exceed the levels of compliance in this area assumed by affiliates and subsidiaries of the BUYER in Latin America. In addition, if the legislations of the countries that comprise the destination markets require some type of certification, the SELLER is committed to achieve it at its expense and in a timely manner. If the clients of the BUYER require some type of particular certification, the SELLER commits to obtain it in a timely manner and paying these costs on behalf of the BUYER. In case of breach by the SELLER or the PRODUCERS of the obligations assumed in this section, the delivery of damaged or mistreated FRUIT due to agrochemicals or with residual levels above those allowed by pertinent regulations, the BUYER, is authorized by the SELLER and the PRODUCERS to immediately suspend without liability, the purchase of FRUIT from the affected part of the PLANTATION, while harmful effects or foreseen damages last, without prejudice of rejecting this FRUIT for not complying with the agreed specifications. Additionally, each party will assume its own legal responsibilities in the event that the FRUIT becomes a risk to the health of consumers or people. The SELLER will afford the BUYER all necessary cooperation in the event that it is forced to recall the FRUIT from the market for containing residual levels above those allowed at the FRUIT’S destination markets.

8. CLAUSE EIGHT: FORCE MAJEURE, SUSPENSION AND TERMINATION

8.1 FORCE MAJEURE: The rights and obligations of the BUYER and the SELLER, resulting from this agreement, will be strictly executed by both parties, except in the event of breach due to an act of God or force majeure, such as the application of restrictions to international trade by the government of the Republic of Colombia, the United States of America or the European Union, labor strikes, including strikes that completely stop the work at the PLANTATION, stowing, transport and banana unloading in the country of origin or destination; or strikes in transportation, war, revolt, revolution, riot, invasion, sabotage and other causes of similar nature, duly provided, only if there is no alternative to resolve it. The statements in this Section 1 of Clause Eight will be subject to applicable provisions in the Section titled “Remedies for Breach of this Agreement “of the agreement called “Stock Purchase Agreement” referenced at the

beginning of this document. Any cause of force majeure that prevents the performance of this agreement, or makes its execution impossible, or that implies violating the law or regulations pertaining to one of the parties, will suspend its effects, but only during the period or the part of it during which such force majeure prevents or makes its execution impossible or illegal. In the event of occurrences such as those previously described that prevent its partial execution; the part of the agreement that is possible will continue being executed. The parties specifically accept that a change in economic circumstances for one of the parties does not constitute force majeure.

8.2 PROCEDURE AND CAUSES FOR SUSPENSION. Both parties are authorized to totally or partially suspend, depending on the case, the performance of the obligations imposed by this agreement by the occurrence of one or several of the events described as FORCE MAJEURE, provided such events make it impossible for the party that invokes the suspension to absolutely or partially continue performing this agreement. The parties specifically agree that the causes for suspension must be directly related to the fulfillment of contractual obligations and that such suspension will have effect only in relation to the obligations that are affected by the cause and solely in relation to the part of the PLANTATION affected by the cause; they also must be verified, of sufficient magnitude to justify the suspension and have no alternative to overcome them. The cause of suspension must be communicated, by the party that invokes it to the other party in writing to the respective notification address. The suspension will enter into effect the day after the party to whom the suspension is communicated receives notification in which the other party indicates the reason or reasons for the suspension. The suspension of the obligations that arise hereof will not interrupt the original term of the agreement, which will continue running all the time while suspension lasts. The SELLER may not use the BRANDS during the suspension period. If the BUYER alleges the suspension, unless it is for causes imputable to the SELLER, the SELLER will have the right to sell the FRUIT that is produced during the suspension period to third parties, unless the BUYER decides to pay the prices agreed hereof for FRUIT NOT EXPORTED. If it is the SELLER who totally or partially suspends the agreement, under no circumstance may if dispose of the FRUIT produced in the PLANTATION with destination to an external market without the prior, express written consent of the BUYER.

8.3 TERMINATION. The following are causes for anticipated unilateral termination: For the party that invoked it, the total suspension of the performance of the obligations that derive from this agreement that extends for more than twelve (12) consecutive months. The material breach of any of the contractual obligations of this agreement. A material breach of obligations is a breach that results in significant economic damage to the party that it has not failed to fulfill its obligations and one that is not properly remedied by the party that failed to comply within a reasonable term, which necessarily will conform to the nature and magnitude of the breach, which in no event, except by agreement of the parties, will exceed forty five (45) calendar days counted as of the date of delivery of the written notification sent to the other party advising the breach. Nevertheless, in the case of lack of payment by the BUYER, this term will not exceed seven (7) days. The termination will take effect fifteen (15) days after the party that failed to comply receives the written communication specifying the cause for the termination sent by the party that invoked the termination.

9. CLAUSE NINE: OTHER CONDITIONS

9.1 ASSIGNMENT OF THE AGREEMENT. This agreement can not be assigned or transferred, partially or completely, to any natural or juridical person by one of the parties without the previous, express written consent of the other party. Nevertheless, the BUYER hereby authorizes the SELLER to assign as collateral the economic rights derived from this agreement in favor of one or several banking or financial institutions. Therefore, by express request of the SELLER, the assignment of economic rights that BIC performed on June 22, 2004 will continue, without a continuity solution ,in favor of the institutions that granted the SELLER a syndicated credit.

9.2 GUARANTEE OF CLEARING TITLE IN CASE OF DISPOSSESSION. The SELLER guarantees to the BUYER that the FRUIT acquired by virtue of this agreement is free of burdens and encumbrances of any type that may affect its benefit to, and free disposition by the BUYER. Consequently, the SELLER agrees to clear the title in case of dispossession and assumes absolute liability for any loss that may arise from a breach of this guarantee. In the event of lawsuits pursuing the FRUIT contemplated hereof, the SELLER will have the option of assuming the defense using its own lawyers and expense and under its exclusive control, for which the BUYER must provide any necessary cooperation, including the issuance of powers of attorney in favor of the lawyers of the SELLER. The BUYER agrees to notify to the SELLER in a timely manner the existence of any claim or claim-filing of this kind against the BUYER. Failure to notify in a timely manner will not prevent the SELLER from assuming the defense against such claims, but it will release the SELLER from the obligation to repay the BUYER for any cost that it may have incurred to that moment. Yet, if the SELLER illegally disposes in favor of a third party of the FRUIT that has been sold and delivered by virtue of this agreement to the BUYER, the BUYER—and thus the SELLER irrevocably authorizes this, may exert civil, commercial and penal actions within its reach in any court or jurisdiction of the world, to prevent the illegal disposal of the FRUIT. The SELLER will be liable and must compensate the BUYER for all the damages that it causes to the BUYER by selling the FRUIT to a third party, without prejudice of the rights of the BUYER with respect to the potential material breach of this agreement that this violation represents.

9.3 INSURANCE CLAIMS. The SELLER and the BUYER will cooperate in the proceedings, documentation, and delivery of evidence and processing of insurance claims concerning FRUIT losses or damages and other mishaps.

9.4 NOTIFICATIONS. The parties designate the following addresses to receive notifications related to this agreement:

The SELLER: Banana International Corporation, Envigado, Colombia, calle 26 Sur # 48-12, Atención Presidente y Secretario General with copies to Banacol Marketing Corporation, Atención Presidente, 2655 LeJeune Road, Suite 1015, Coral Gables, FL 33134.USA

The BUYER: Chiquita International Limited, 7 Reid Street, Suite 109, P.O. Box HM-2181, Hamilton HM JX, Bermuda, Attention: Vice-president, with a copy to Office of the General Counsel, Chiquita Brands International, Inc., 250 East Fifth Street, Cincinnati, Ohio 45202, USA.

The parties may establish, by mutual agreement, alternate notification procedures related to operational aspects. Such agreements must be properly documented.

9.5 FAILURE IN THE EXERCISE OF RIGHTS. The failure by any of the parties to notify or to exert any right under this agreement will not represent a waiver to such right, unless the party that renounces notifies the other in writing. The waiverby any of the parties to any right contemplated in this agreement will not signify a waiver to any right of similar nature that may have developed later. The fact that one of the parties allows, once or several times, the other party to fail to fulfill its obligations or to fulfill them imperfectly or in a manner different from the one agreed hereof, or does not insist on the precise fulfillment of such obligations, or does not exert its contractual or legal rights in an opportune manner, will not create the presumption nor will it be equivalent to a modification of this agreement nor will it hinder this party in any instance, in the future, from insisting on the correct and specific fulfillment of the legal obligations that correspond to the other party or exert the contractual or legal rights to which it is entitled.

9.6 ANNEXES. Each of the annexes indicated hereof is incorporated to this agreement by reference and is an integral portion of this agreement.

9.7 WITHHOLDINGS AND DEDUCTIONS. The SELLER irrevocably authorizes the BUYER to withhold and deduct from the payments the amounts that the SELLER owes the BUYER for FALSE FREIGHT that is properly documented and is accepted by the SELLER in accordance to this agreement. Collections may not be done in a cumulative manner. If the SELLER came to owe money to the BUYER or to a company affiliated with the BUYER for the supply of materials, raw materials or services, the SELLER authorizes the BUYER to perform the corresponding withholdings and deductions from the payments in order to repay the sums owed and overdue.

9.8 INDIVIDUALITY OF THE CLAUSES. In the event that any of the stipulations contained hereof is declared null, the grantors agree that such annulment will not affect this agreement as a whole nor affect the validity of the other clauses of the agreement which have not been declared null.

9.9 ENTIRE AGREEMENT. This agreement and the attached annexes represent the entire agreement between the parties. All previous conversations, communications, statements, promises and declarations, whether written or verbal, between the parties or their affiliated companies and the employees, agents or representatives of such, are contained in this agreement. Except by explicit provision in the agreement, any modification to this agreement must be made in writing and signed by both parties.

9.10 DISCLOSURE OF FINANCIAL STATEMENTS. By request of the SELLER, the BUYER will provide its current individual financial statements and those of its guarantors to the banks and other organizations that the SELLER may contact to obtain financing. The financial statements must be specific for the BUYER and its guarantors but not consolidated for the entire group of the BUYER, unless this is explicitly requested. Additionally, the BUYER must provide the best cooperation by its financial people and other employees to handle the concerns and requirements that these financial organizations may have.

9.11 CONFIDENTIALITY. While this agreement is in effect, the parties commit to maintain its content confidential vis-à-vis third parties, except by written authorization of the other party, an order from a competent authority or a requisite established in a legislation or regulation such as those issued by the Securities and Exchange Commission of the United States of America. The confidentiality obligations of each of the parties under this agreement will survive the termination date of this agreement.

9.12 CONTRACTUAL GOOD FAITH. This agreement is entered on the basis of the good faith of both parties in developing the contract, and the parties should avoid, within the frame of the law, any behavior in the setting of prices whose objective violates American federal and state legislations, such as predatory prices and unfair competition as an integral part of the “Stock Purchase Agreement” business referenced in the header of this agreement and in the pineapple supply agreement derived from the Stock Purchase Agreement.

9.13 APPLICABLE LAW. This Agreement will be interpreted according to the internal laws of the State of Florida without enforcement of any decision or conflict in relation to legal provisions or rules (whether from the State of Florida or from another jurisdiction) that might lead to the application of the laws from a jurisdiction other than the State of Florida.

9.14 TAXES. The BUYER and the SELLER agree to comply individually and the portion corresponding to each party, with the laws and tax provisions that pertain to the parties, this agreement or the profits derived from this agreement. The BUYER and the SELLER state that they will pay each and all present and future taxes on income, profits and sales that are applicable to them for any legal reason.

9.15 COMPLIANCE WITH LAWS AND REGULATIONS. Both parties state that they will obey all the laws, regulations, agreements and other provisions that are applicable to them now or during the term of this agreement.

9.16 EFFORTS TO FIGHT ILLICIT DRUG TRAFFICKING AND OTHER TYPES OF SMUGGLING. The parties agree to cooperate in order to establish and maintain adequate controls throughout the chain of operations to limit as much as possible the shipment of illegal drugs or other types of smuggled goods in the freight delivered to the BUYER at the PORT OF LOADING

10. CLAUSE TEN: TERM OF THE AGREEMENT

10.1. TERM. This agreement will be in effect from January 1, 2008 to June 28, 2012. An early termination of the pineapple supply agreement entered between the SELLER and Chiquita Frupac, Inc., imputable for any reason to one of the parties, will confer the non-guilty party the option to end this agreement or to carry on with its execution. This decision must be made within the three (3) months following the statement of breach of the pineapple agreement by means of an arbitration decision issued by an pre-agreed arbitration court, unless said decision is unnecessary due to the fact that it is a termination based on a total suspension of the pineapple agreement that extends for more than twelve months, and therefore the termination of this agreement could occur immediately after deeming such pineapple agreement concluded.

10.2. GRADUAL TERMINATION. Despite the provisions in the preceding section, the BUYER has the option, a minimum of six (6) months before the termination of this agreement and by means of a written notification to the SELLER, to decide to continue this agreement with respect to the Basic Volume for three years in addition to the agreed term, through a gradual reduction of the Basic Volume at the rate of twenty-five percent per year starting on the first additional year (seventy five percent of the Basic Volume the first year, fifty percent of the Basic Volume the second year and twenty-five percent of the Basic Volume in the third year), with the prices agreed hereof or with a price equal to the lowest price in other contracts that have at least two years remaining at the termination date of this agreement and that the SELLER has with other banana buyers in Colombia. If the BUYER exercises this gradual termination option, the SELLER will have the right to demand the fulfillment of the gradual termination option included in the International Pineapple Purchase Agreement between the SELLER and Chiquita Frupac, Inc., signed on this same date. If Chiquita Frupac, Inc. refuses the gradual termination of this International Pineapple Purchase Agreement, the SELLER is excused from executing the regulated gradual termination included in this clause.

10.3. UNFORESEEN CIRCUMSTANCES. The parties specifically agree that the fact that, at any given moment, this agreement may cause losses to the BUYER or the SELLER or its execution may be onerous to any of the parties will not constitute a cause to request its termination, renegotiation or modification. The parties relinquish explicitly and in advance any right or prerogative to request a revision of the agreement that they may have due to such events.

11. CLAUSE ELEVEN: ARBITRATION the parties agree that all or any of the conflicts, disputes or claims related to this agreement, including but not limited to its existence, validity or completion, or concerning the breach of the agreement and especially its objective, interpretation, application or execution, will be solved by means of arbitration under the rules, at and administered by the American Association of Arbitration (AAA), and in accordance with their procedural rules. Despite the above statement, the parties at any time will be able to examine, in the most objective and friendly spirit, any divergences that might arise in relation to this agreement. The arbitration must take place in the city of Miami, in the State of Florida, United States of North America. Therefore, the parties waive the forum and laws of their respective domiciles and any other jurisdiction that could correspond to them and will submit any controversy related to this agreement to arbitration that must be subject to the following applications:

• The arbitration board will consist of three arbitrators selected using the procedures of the American Arbitration Association (AAA).

• Despite the above, with regard to precautionary measures, such as attachments, suspension, conservatory measures, bonds, declarative measures, taking of evidence, searches, they may be processed in any competent court in the world. This provision will also be applied in relation to payments received, and to be received, by the SELLER or owned by the BUYER anywhere in the world and to the precautionary procedures related to them.

The notes of the arbitration will be taken in the Spanish language and all the referees must be fluent in Spanish. All submissions must be submitted in Spanish. All the expenses, costs and legal fees incurred will be paid by the party that incurs them. The costs of the arbitration (including registry fees) will be shared equally by the parties in litigation.

12. CLAUSE TWELVE: PENALTY CLAUSE. Breach of this agreement declared in an arbitration decision according to the procedure established in clause eleven above, that results in the termination of the agreement under Clause Eighth, Section 3, will force the noncompliant party to pay the other party a penalty in funds available immediately and equivalent to [*] for each box of basic volume bananas that was not delivered during the rest of the initial term of this contract. This penalty will constitute the sole and definitive payment for the totality of damages to which the affected party may have rights to, including any damage for collateral, possible or consequential damages. The payment of this penalty will release the noncompliant party from the fulfillment of any other obligation arising from this agreement. Additionally, the affected party will have the right to deem concluded, without liability on its part, or to continue demanding, to its choice, the fulfillment of the international pineapple purchase agreement, signed on this same date, between Chiquita Frupac, Inc and Banana International Corporation.

13. CLAUSE THIRTEEN: ANTICORRUPTION. The parties, by mutual agreement, explicitly agree to the following:

13.1. Concerning all and each of the activities which the SELLER and the BUYER (including not only this one but all the companies that conform the CHIQUITA BRANDS Group) can perform in relation to the execution of this agreement, the SELLER and the BUYER must comply with all applicable laws, statutes, standards and regulations, of any governmental authority that has jurisdiction over these activities.

13.2. In relation to each and all of the activities that the SELLER and the BUYER can perform in connection with the execution of this agreement, they commit to:

(i) Not participate or become involved in any Prohibited Conduct (as defined below);

(ii) take all necessary measures to assure that the BUYER, the SELLER, and affiliate PRODUCERS, nor their partners who exercise control, directors, employees, agents or any other person who acts directly on behalf of the BUYER or the SELLER, participates or becomes involved in any Prohibited Conduct;

(iii) notify the other party immediately about any information indicating the occurrence of a Prohibited Conduct that could be attributed to the SELLER or to the BUYER;

For the purposes of this section, “Prohibited Conduct” means any action of:

(i) payment or provision of;

(ii) authorization to pay or to provide, or

(iii) offer or promise payment of money or any other thing of value, to any Prohibited Recipient, in order to induce the Prohibited Recipient to perform or omit an action that violates

the legal obligations of the Prohibited Recipient with the purpose of directly or indirectly benefiting the SELLER or the BUYER.

For purposes of this section, “Prohibited Recipient” means

(i) An official or employee of:

(a) a Government entity, whether national, regional or departmental, of an agency or company of owned or controlled by the Government,

(b) a political party, or

(c) an international public organization;

(ii) any person who is or acts as a government authority, for or in representation of any of the organizations mentioned in the previous sub-clause (i); and

(iii) any candidate to a government position

13.3 Upon request by one of the parties, the other party must provide a formal certification regarding the continued accuracy of its statements and stipulations regarding compliance with the obligations established in Sections 1 and 2 above.

Despite any provision to the contrary contained in this agreement, the parties accept that in the event that they violate any of these statements and stipulations or any of such obligations, the other party will have the right to deem this agreement terminated immediately, with no need of a prior court ruling and without any legal liability on its part.

14. CLAUSE FOURTEEN: GUARANTEES OF FULFILLMENT OF THE AGREEMENT. The Colombian companies EXPOBAN S.A., EL CONVITE S.A., CENTURIÓN S.A., RIO CEDRO S.A., AGRICOLA EL CARMEN S.A. and Agricola El Retiro S.A., all domiciled in Envigado, assert that they provide fruit to the SELLER and are knowledgeable of the terms and conditions of this banana purchase agreement, which they accept to fulfill faithfully becoming shared guarantors and joint and several surety responsible for its fulfillment with regard to the BUYER, becoming individually responsible for the payment of any amount of money that the SELLER owes the BUYER for any reason, whether unpaid balances of any nature or indemnification for damages caused by the breach of this agreement.

In witness hereof, this agreement is signed on January 25, 2008

THE SELLER:		THE BUYER:
BANANA INTERNATIONAL CORPORATION		CHIQUITA INTERNATIONAL LIMITED
FOR:	/s/ Victor Henríquez Velasquez	FOR:	/s/ James W. Parker
Name:	VICTOR HENRÍQUEZ VELASQUEZ	For:	JAMES W. PARKER
Title:	President	Title:	Vice President

THE GUARANTORS,

EXPOBAN S.A.

EL CONVITE S.A.

CENTURIÓN S.A.

RÍO CEDRO S.A.

AGRÍCOLA EL CARMEN S.A.

AGRÍCOLA EL RETIRO S.A.

For :	/s/ Jorge Alberto Cadavid Marín
Name:	JORGE ALBERTO CADAVID MARÍN
Title:	Legal Representative

Annex A

[*]

Annex B

[*]

Annex C

[*]

EX-10.2

Exhibit 10.2

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

137

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.]

138

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:	/s/ Jeffrey M. Zalla
Name:	Jeffrey M. Zalla
Title:	Senior Vice President and Chief Financial Officer

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

ADMINISTRATIVE AGENT,

L/C ISSUER, 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:	/s/ Jeff Bliss
Name:	Jeff Bliss
Title:	Executive Director
By:	/s/ Brett Delfino
Name:	Brett Delfino
Title:	Executive Director

LENDERS: See each Lender Addendum attached hereto

EXHIBIT E-1

[FORM OF] REVOLVING LOAN NOTE

$                 March     , 2008

FOR VALUE RECEIVED, the undersigned, CHIQUITA BRANDS L.L.C., a Delaware limited liability company (the “Borrower”), promises to pay to the order of [            ] (the “Lender”) in lawful money of the United States of America and in immediately available funds, the principal amount of [                    ], or such lesser amount as may then constitute the aggregate outstanding principal balance of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement (as defined below), at the times set forth in the Credit Agreement, but no later than the Termination Date for the Revolving Loan Facility. Payments shall be made to the Administrative Agent, on behalf of the Lender, at the address provided on Schedule IV of the Credit Agreement or as otherwise provided in the Credit Agreement. Unless otherwise indicated, all terms defined in the Credit Agreement have the same respective meanings when used herein.

The Borrower further agrees to pay interest as provided in the Credit Agreement, in like money, on the unpaid principal amount owing hereunder from time to time outstanding from the date of disbursement on the dates and at the rates specified in Article II of the Credit Agreement.

The Borrower hereby authorizes the Lender to record on the schedule(s) annexed to this promissory note the date and amount of each Revolving Loan and of each payment or prepayment of principal 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 the failure of the Lender to make any such notation shall not affect the Borrower’s obligations hereunder.

This promissory note is one of the Revolving Loan Notes referred to in the Credit Agreement, dated as of March 31, 2008 (together with all modifications, renewals or replacements, the “Credit Agreement”), among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent (“Administrative Agent”), the Lenders party thereto, Chiquita Brands International, Inc., the Borrower, and the other Persons party thereto, and is subject to, and entitled to, all provisions and benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Credit Agreement, among other things, provides for the making of Revolving Loans by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned.

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) of the Credit Agreement), the Administrative Agent may or shall, upon instructions from the Required Lenders, by written notice to the Borrower, among other things (a) terminate

REVOLVING LOAN NOTE

the Commitments and the obligations of the Lenders to make Loans, and/or (b) 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 any other Credit Document 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) of the Credit Agreement, immediately and without notice, (a) the Commitments and the obligations of the Lenders to make Loans shall automatically terminate and (b) 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.

This promissory note is secured by the Collateral upon the terms and subject to the conditions of the Security Agreements and other Security Documents executed and delivered pursuant to the Credit Agreement.

The transfer, sale or assignment of any rights under or interest in this promissory note is subject to certain restrictions contained in the Credit Agreement, including Section 8.05 thereof.

The Borrower shall pay all fees and expenses, including attorneys’ fees, incurred by the Lender in the enforcement or attempt to enforce any of the Borrower’s Obligations hereunder not performed when due. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

THIS PROMISSORY NOTE 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 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 Note or any of the other Credit Documents may be brought against it in any such courts. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Note 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

REVOLVING LOAN NOTE

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 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 Note 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 Note or any other Credit Document to post security for the costs of the Borrower or to post a bond or to take similar action.

CHIQUITA BRANDS L.L.C.

By:

Name:

Title:

REVOLVING LOAN NOTE

LOANS AND PAYMENTS OF PRINCIPAL

Date Type of
Loan Amount of
Loan Interest
Period
(If LIBOR
Loan) Amount of
Principal
Paid  or
Prepaid Unpaid
Principal
Balance Notation
Made By

4

EXHIBIT E-2

[FORM OF] TERM LOAN NOTE

$                 March     , 2008

FOR VALUE RECEIVED, the undersigned, CHIQUITA BRANDS L.L.C., a Delaware limited liability company (the “Borrower”), promises to pay to the order of [            ] (the “Lender”) in lawful money of the United States of America and in immediately available funds, the principal amount of [                    ], or such lesser amount as may then constitute the aggregate outstanding principal balance of all Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement (as defined below), at the times set forth in the Credit Agreement, but no later than the Termination Date for the Term Loan Facility. Payments shall be made to the Administrative Agent, on behalf of the Lender, at the address provided on Schedule IV of the Credit Agreement or as otherwise provided in the Credit Agreement. Unless otherwise indicated, all terms defined in the Credit Agreement have the same respective meanings when used herein.

The Borrower further agrees to pay interest as provided in the Credit Agreement, in like money, on the unpaid principal amount owing hereunder from time to time outstanding from the date of disbursement on the dates and at the rates specified in Article II of the Credit Agreement.

The Borrower hereby authorizes the Lender to record on the schedule(s) annexed to this promissory note the date and amount of each Term Loan and of each payment or prepayment of principal 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 the failure of the Lender to make any such notation shall not affect the Borrower’s obligations hereunder.

This promissory note is one of the Term Loan Notes referred to in the Credit Agreement, dated as of March 31, 2008 (together with all modifications, renewals or replacements, the “Credit Agreement”), among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent (“Administrative Agent”), the Lenders party thereto, Chiquita Brands International, Inc., the Borrower, and the other Persons party thereto, and is subject to, and entitled to, all provisions and benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Credit Agreement, among other things, provides for the making of Term Loans by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned.

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) of the Credit Agreement), the Administrative Agent may or shall, upon instructions from the Required Lenders, by written notice to the Borrower, among other things (a) terminate

1

the Commitments and the obligations of the Lenders to make Loans, and/or (b) 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 any other Credit Document 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) of the Credit Agreement, immediately and without notice, (a) the Commitments and the obligations of the Lenders to make Loans shall automatically terminate and (b) 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.

This promissory note is secured by the Collateral upon the terms and subject to the conditions of the Security Agreements and other Security Documents executed and delivered pursuant to the Credit Agreement.

The transfer, sale or assignment of any rights under or interest in this promissory note is subject to certain restrictions contained in the Credit Agreement, including Section 8.05 thereof.

The Borrower shall pay all fees and expenses, including attorneys’ fees, incurred by the Lender in the enforcement or attempt to enforce any of the Borrower’s Obligations hereunder not performed when due. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

THIS PROMISSORY NOTE 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 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 Note or any of the other Credit Documents may be brought against it in any such courts. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Note 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

2

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 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 Note 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 Note or any other Credit Document to post security for the costs of the Borrower or to post a bond or to take similar action.

3

CHIQUITA BRANDS L.L.C.

By:

Name:

Title:

TERM LOAN NOTE

LOANS AND PAYMENTS OF PRINCIPAL

Date Type of
Loan Amount of
Loan Interest
Period
(If LIBOR
Loan) Amount of
Principal
Paid  or
Prepaid Unpaid
Principal
Balance Notation
Made By

5

EXHIBIT F

[FORM OF] SWING LINE NOTE

$10,000,000.00 March     , 2008

FOR VALUE RECEIVED, the undersigned, CHIQUITA BRANDS L.L.C., a Delaware limited liability company (the “Borrower”), promises to pay to the order of COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (the “Swing Line Lender”) in lawful money of the United States of America and in immediately available funds, the principal amount of Ten Million Dollars, or such lesser amount as may then constitute the aggregate outstanding principal balance of all Swing Line Loans made by the Swing Line Lender to the Borrower pursuant to the Credit Agreement (as defined below), at the times set forth in the Credit Agreement, but no later than the Termination Date for the Revolving Loan Facility. Payments shall be made to the Administrative Agent, on behalf of the Swing Line Lender, at the address provided on Schedule IV of the Credit Agreement or as otherwise provided in the Credit Agreement. Unless otherwise indicated, all terms defined in the Credit Agreement have the same respective meanings when used herein.

The Borrower further agrees to pay interest as provided in the Credit Agreement, in like money, on the unpaid principal amount owing hereunder from time to time outstanding from the date of disbursement on the dates and at the rates specified in Article II of the Credit Agreement.

The Borrower hereby authorizes the Swing Line Lender to record on the schedule(s) annexed to this promissory note the date and amount of each Swing Line Loan and of each payment or prepayment of principal 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 the failure of the Swing Line Lender to make any such notation shall not affect the Borrower’s obligations hereunder.

This promissory note is one of the Swing Line Notes referred to in the Credit Agreement, dated as of March 31, 2008 (together with all modifications, renewals or replacements, the “Credit Agreement”), among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent (“Administrative Agent”), the Lenders party thereto, Chiquita Brands International, Inc., the Borrower, and the other Persons party thereto, and is subject to, and entitled to, all provisions and benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Credit Agreement, among other things, provides for the making of Swing Line Loans by the Swing Line Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned.

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) of the

1

Credit Agreement), the Administrative Agent may or, upon instructions from the Required Lenders, shall by written notice to the Borrower, among other things (a) terminate the Commitments and the obligations of the Lenders to make Loans, and/or (b) 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 any other Credit Document 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) of the Credit Agreement, immediately and without notice, (a) the Commitments and the obligations of the Lenders to make Loans shall automatically terminate and (b) 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.

This promissory note is secured by the Collateral upon the terms and subject to the conditions of the Security Agreements and other Security Documents executed and delivered pursuant to the Credit Agreement.

The transfer, sale or assignment of any rights under or interest in this promissory note is subject to certain restrictions contained in the Credit Agreement, including Section 8.05 thereof.

The Borrower shall pay all fees and expenses, including attorneys’ fees, incurred by the Swing Line Lender in the enforcement or attempt to enforce any of the Borrower’s Obligations hereunder not performed when due. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

THIS PROMISSORY NOTE 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 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 Note or any of the other Credit Documents may be brought against it in any such courts. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Note shall affect

2

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 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 Note 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 Note or any other Credit Document to post security for the costs of the Borrower or to post a bond or to take similar action.

CHIQUITA BRANDS L.L.C.

By:

Name:

Title:

[FORM OF] SWING LINE NOTE

3

LOANS AND PAYMENTS OF PRINCIPAL

Date Amount of
Loan Amount of Principal Paid or Prepaid Unpaid Principal
Balance Notation
Made By

4

EXHIBIT I

[FORM OF] PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Pledge Agreement”) is entered into as of March 31, 2008, among CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (“CBII”), CHIQUITA BRANDS L.L.C., a Delaware limited liability company (the “Borrower”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Pledgor” or which becomes a party hereto as a New Pledgor (as defined below) pursuant to the joinder provisions of Section 17.17 (hereinafter the Borrower and all such other Persons are collectively referred to as the “Pledgors” or individually referred to as a “Pledgor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).

RECITALS

A. Pursuant to that certain Credit Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, CBII, each of the Lenders party thereto from time to time, Rabobank, as Administrative Agent (in such capacity, the “Administrative Agent”), as Swing Line Lender, and as an L/C Issuer, and the other Persons party thereto, the Lenders are willing to make certain financial accommodations available to the Borrower from time to time pursuant to the terms and conditions thereof.

B. The Administrative Agent has agreed to act as the Collateral Agent for the benefit of the Secured Parties in connection with the transactions contemplated by this Pledge Agreement.

C. In order to induce the Lenders to enter into the Credit Agreement and the other Credit Documents and to induce the Lenders to make financial accommodations to the Borrower as provided for in the Credit Agreement, the Pledgors have agreed to execute and deliver this Pledge Agreement.

D. Each Pledgor is the owner of Equity Securities (the “Initial Pledged Equity Securities”) of the entities (the “Initial Pledged Companies”) set forth on Schedule I opposite such Pledgor’s name.

AGREEMENT

NOW THEREFORE, in consideration of the premises and in order to induce the Collateral Agent and the other Secured Parties to extend credit and other financial accommodations under the Credit Agreement, each Pledgor hereby agrees with the Collateral Agent and the other Secured Parties as follows:

ARTICLE I. DEFINED TERMS AND INTERPRETATION.

1.01 Definitions. Unless otherwise defined herein, (a) capitalized terms used herein shall have the meanings ascribed to such terms in the Security Agreement and the Credit Agreement, (b) terms used herein and defined in the UCC shall have the meaning given in the UCC (to the extent not explicitly set forth herein) and (c) the following capitalized terms shall have the following meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined):

“Initial Pledged Equity Securities” shall have the meaning given to that term in the Recitals to this Pledge Agreement.

“Initial Pledged Companies” shall have the meaning given to that term in the Recitals to this Pledge Agreement.

“Organizational Documents” means the limited liability company agreements or such other organizational documents of each Pledged Company.

“Pledged Collateral” shall have the meaning given to that term in Section 2.01.

“Pledged Companies” shall have the meaning given to that term in Section 2.01(b).

“Pledged Equity Securities” shall have the meaning given to that term in Section 2.01(b).

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided that, in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s or any other Secured Party’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 “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions related to such provisions.

1.02 Interpretation.

(a) The provisions of Sections 1.04, 1.05, 1.07, 1.10 and 1.11 of the Credit Agreement are hereby incorporated into this Pledge Agreement by reference.

(b) Notwithstanding anything to the contrary in this Pledge Agreement and the rights and obligations of the parties hereto, this Pledge Agreement shall be subject to, and limited by, the provisos of Section 2.14 of the Credit Agreement, and to the extent of any inconsistency between the terms of this Pledge Agreement and the terms of the provisos of Section 2.14 of the Credit Agreement, the provisos of Section 2.14 of the Credit Agreement shall govern and control.

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ARTICLE II. PLEDGE.

2.01. Each Pledgor, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, hereby grants to the Collateral Agent, for the benefit of itself and the other Secured Parties, a continuing security interest and Lien in, and a right to set off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing, or owned, acquired or arising hereafter (the “Pledged Collateral”):

(a) (i) any of such Pledgor’s right, title and interest in and to any Initial Pledged Company set forth opposite its name in Schedule I and the Initial Pledged Equity Securities set forth opposite its name on Schedule I, and all of its rights, as a member in or owner of such Initial Pledged Company, in and to the property (and interests in property) that is owned by any such Initial Pledged Company, (ii) all of such Pledgor’s rights under or arising pursuant to the Organizational Documents, (iii) all of such Pledgor’s rights to participate in the management of any such Initial Pledged Company, (iv) all rights, privileges, authority and powers of such Pledgor as owner or holder of the Initial Pledged Equity Securities in any such Initial Pledged Company, including all contract rights related thereto, (v) all documents, Instruments and certificates representing or evidencing such Pledgor’s Equity Securities in any such Initial Pledged Company, (vi) all of such Pledgor’s interest in and to the profits and losses of any such Initial Pledged Company and such Pledgor’s right as a member of any such Initial Pledged Company to receive distributions of any such Initial Pledged Company’s respective assets, upon complete, or partial liquidation or otherwise, (vii) all Distributions, Cash, Instruments, subscriptions, warrants, rights, benefits, distributions, premiums, profits, interest, documents of title and other Documents, Accounts, contract rights, Inventory, Equipment, General Intangibles and intangibles, Deposit Accounts, Chattel Paper, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for any and all of the foregoing, or Proceeds thereof (including any Cash, stock, member interests, or other securities or Instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Initial Pledged Companies and any claims against financial intermediaries under Article 8 of the UCC and Article 9 of the UCC or otherwise), (viii) Proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any and all of the foregoing, or Proceeds thereof, (ix) payments (in any form whatsoever) made or due and payable to each Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing, or Proceeds thereof, (x) any other right, title, interest, privilege, authority and power, of such Pledgor in or relating to any ownership interest in such Initial Pledged Company, all whether now existing or hereafter arising, whether arising under the Organizational Documents(s) or otherwise, or at law or in equity and any and all Proceeds (including Proceeds of Proceeds) of any of the foregoing and all books and records of such Pledgor pertaining to any of the foregoing, and (xi) other amounts from time to time paid or payable under or in connection with any of the foregoing, or Proceeds thereof;

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(b) (i) such Pledgor’s right, title and interest in and to any additional Equity Securities (such Equity Securities, together with the Initial Pledged Equity Securities, the “Pledged Equity Securities”) in any Pledged Persons from time to time acquired by such Pledgor in any manner (such Pledged Persons, together with the Initial Pledged Companies, being the “Pledged Companies”), and all of its rights, as a member in or owner of such Pledged Company, in and to the property (and interests in property) that is owned by any such Pledged Company, (ii) all of such Pledgor’s rights under or arising pursuant to the Organizational Documents in respect of such Pledged Company, (iii) all of such Pledgor’s rights to participate in the management of any such Pledged Company, (iv) all rights, privileges, authority and powers of such Pledgor as owner or holder of the Pledged Equity Securities in any such Pledged Company, including all contract rights related thereto, (v) all documents, Instruments and certificates representing or evidencing such Pledgor’s Equity Securities in any such Pledged Company, (vi) all of such Pledgor’s interest in and to the profits and losses of any such Pledged Company and such Pledgor’s right as a member of any such Pledged Company to receive distributions of any such Pledged Company’s respective assets, upon complete, or partial liquidation or otherwise, (vii) all Distributions, Cash, Instruments, subscriptions, warrants, rights, benefits, distributions, premiums, profits, interest, documents of title and other Documents, Accounts, contract rights, Inventory, Equipment, General Intangibles and intangibles, Deposit Accounts, Chattel Paper, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for any and all of the foregoing, or Proceeds thereof (including any Cash, stock, member interests, or other securities or Instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Pledged Companies and any claims against financial intermediaries under Article 8 of the UCC and Article 9 of the UCC or otherwise), (viii) all Proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any and all of the foregoing, or Proceeds thereof, (ix) all payments (in any form whatsoever) made or due and payable to each Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing, or Proceeds thereof, (x) any other right, title, interest, privilege, authority and power, of such Pledgor in or relating to any ownership interest in such Pledged Company, all whether now existing or hereafter arising, whether arising under the Organizational Document(s) or otherwise, or at law or in equity and any and all Proceeds (including Proceeds of Proceeds) of any of the foregoing and all books and records of such Pledgor pertaining to any of the foregoing, and (xi) other amounts from time to time paid or payable under or in connection with any of the foregoing, or Proceeds thereof;

(c) all other claims of any kind or nature and any Instruments, certificates, Chattel Paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by such Pledgor against the Pledged Companies or any subsidiary of the Pledged Companies or any other person having any liability to shareholders with respect to the Pledged Equity Securities; and

(d) all Investment Property and securities now owned or hereafter acquired by such Pledgor with respect to any of the property described in paragraphs (a), (b) and (c) above of this Section 2.01.

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2.02. Notwithstanding anything to the contrary contained in this Pledge Agreement, no Subsidiary of CBII shall grant any Lien on any of its property or assets to secure any Secured Obligations of CBII.

ARTICLE III. DELIVERY OF PLEDGED COLLATERAL.

All certificates or Instruments, if any, representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent, and each Pledgor agrees to execute and deliver to Collateral Agent a Pledge Instruction, in the form of Exhibit A and by this reference made a part hereof, with respect to each Pledged Company that is not a corporation organized under the laws of a US state. The Collateral Agent shall have the right, at any time in its discretion and without notice to any Pledgor, after the occurrence and during the continuance of any Event of Default, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral. The Collateral Agent shall also have the right at any time, in connection with exercising its rights hereunder, to exchange certificates or Instruments, if any, representing or evidencing Pledged Collateral for certificates or Instruments of smaller or larger denominations.

In addition, at the Collateral Agent’s request, all other steps necessary or advisable under any applicable Requirement of Law to be taken in order to perfect the first priority Lien and security interest granted free from adverse claims hereunder shall be taken by or on behalf of each Pledgor, including any notation on any certificate or Instrument representing the Pledged Equity Securities and any notation on any share register or similar document or instrument.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES.

Each Pledgor represents and warrants as follows:

4.01. Such Pledgor is a limited liability company or corporation validly existing and in good standing in its jurisdiction of organization or incorporation. The Pledged Equity Securities set forth opposite its name on Schedule I and the Pledged Equity Securities pledged and delivered by such Pledgor pursuant to Section 8.02 (if any) have been duly authorized and validly issued and are fully paid and non-assessable.

4.02. Such Pledgor is the legal and beneficial owner of the Pledged Equity Securities set forth opposite its name on Schedule I and the Pledged Equity Securities pledged and delivered by such Pledgor pursuant to Section 8.02 (if any), are free and clear of any Lien, encumbrance, and adverse claims on such Pledged Equity Securities.

4.03. Upon the proper filing of UCC financing statements, and/or upon delivery to the Collateral Agent of certificates representing the Pledged Equity Securities and the taking of any other steps that may be required in accordance with Article III, the pledge of the Pledged

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Collateral pursuant to this Pledge Agreement creates a valid and perfected first priority security interest and Lien free from adverse claims in the Pledged Collateral securing the payment of the Secured Obligations for the benefit of the Collateral Agent and the other Secured Parties.

4.04. Except for those that have already been obtained, no authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body, other than the UCC financing statements to be filed with the Secretary of State of the jurisdiction of such Pledgor’s organization or formation, is required either: (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Agent or the other Secured Parties of any of the rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities).

4.05. Such Pledgor has full power and authority to enter into this Pledge Agreement and has the right (without the requirement of any consents from any Person other than those that have been obtained and are in full force and effect) to vote, pledge and grant a security interest and Lien in the Pledged Equity Securities as provided by this Pledge Agreement.

4.06. This Pledge Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its terms, except as such enforceability may be limited by the effect of any applicable Debtor Relief Law or other similar laws affecting creditors’ rights generally or general principles of equity.

4.07. Schedule I to this Pledge Agreement is true and correct and complete in all material respects; and without limiting the generality of the foregoing, the Pledged Equity Securities set forth opposite such Pledgor’s name on Schedule I constitute, as of the date hereof, the number of the issued and outstanding Equity Securities of each Pledged Company indicated on Schedule I, the percentage of each Pledged Company indicated on Schedule I and the Pledged Equity Securities (and other than Equity Securities constituting Equity Securities of the Pledged Company that are not be required by the Credit Agreement to be pledged to the Collateral Agent for the benefit of the Secured Parties) constitute all of the Equity Securities of any such Pledged Company owned by such Pledgor (and no Pledgor is the holder of any non-voting shares in any of the Pledged Companies except to the extent indicated on Schedule I); provided that each Pledgor’s representations and warranties in this Section 4.07 shall only apply to the extent that the information set forth in Schedule I applies to such Pledgor.

4.08. Except for the Pledged Equity Securities (and other than Equity Securities constituting Equity Securities of the Pledged Company that are not be required by the Credit Agreement to be pledged to the Collateral Agent for the benefit of the Secured Parties), there are no other Instruments, certificates, securities, warrants, options, outstanding subscriptions or other writings, or any Chattel Paper, evidencing or representing any interest in any Pledged Company.

4.09. Neither the pledge of the Pledged Collateral pursuant to this Pledge Agreement nor the extensions of credit represented by the Secured Obligations violates Regulation T, U or X

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of the Board of Governors of the Federal Reserve System. None of the Pledged Equity Securities constitutes margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System.

ARTICLE V. COVENANTS.

So long as any of the Secured Obligations (other than Unaccrued Indemnity Claims) remain outstanding or any Credit Document in respect of the Secured Obligations is in effect or any Letter of Credit shall remain outstanding and until all of the Commitments in respect of the Revolving Loan Facility, the Swing Line Sublimit, the Letter of Credit Sublimit and the Term Loan Facility shall have been terminated, each Pledgor agrees that unless the requisite Lenders required by the Credit Agreement shall have otherwise consented in writing, such Pledgor shall not take, and shall not permit any Pledged Company in which such Pledgor holds Equity Securities to take, any action which would cause the Borrower to be in violation or breach of any or all of the covenants contained in Article V of the Credit Agreement. In furtherance and not in limitation of the foregoing, each Pledgor agrees that it shall not:

5.01. mortgage, assign, pledge, hypothecate or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, or otherwise) to exist on any of its assets or properties, whether real, personal or mixed, whether now owned or hereafter acquired in violation of the Credit Agreement or any other Credit Document;

5.02. incur, create or suffer to exist any Indebtedness other than Permitted Indebtedness;

5.03. sell, lease, assign, transfer or otherwise dispose of any assets (including the Equity Securities of any Significant Subsidiary) in violation of the Credit Agreement or any other Credit Document; or

5.04. assume, guarantee, endorse, or otherwise become liable upon the obligations of any other Person, including any Subsidiary or Affiliate of the Borrower, in violation of the Credit Agreement.

ARTICLE VI. FURTHER ASSURANCES.

Each Pledgor agrees that at any time and from time to time, at the expense of the Pledgors, such Pledgor will promptly execute and deliver, or cause to be executed and delivered, at the Collateral Agent’s reasonable request, all powers, proxies, assignments, instruments and documents, and take all further action, that is reasonably necessary (a) in order to perfect any security interest or Lien granted hereby or purported to be granted hereby, free from adverse claims, or (b) to enable the Collateral Agent, on behalf of itself and the other Secured Parties, to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral and to carry out the provisions and purposes hereof.

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ARTICLE VII. VOTING RIGHTS; DIVIDENDS.

7.01. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents.

7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement.

7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01.

7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to

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the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

ARTICLE VIII. TRANSFERS AND OTHER LIENS; ADDITIONAL INTERESTS.

8.01. Each Pledgor agrees that it will not (a) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, in violation of the Credit Agreement or this Pledge Agreement without the prior written consent of the Collateral Agent and the requisite Lenders required by the Credit Agreement, (b) create or permit to exist any Lien or encumbrance upon or with respect to any of the Pledged Collateral in violation of the Credit Agreement or this Pledge Agreement, or (c) enter into any agreement or understanding that purports to or may restrict or inhibit the rights or remedies of the Collateral Agent and the other Secured Parties hereunder, including the right of the Collateral Agent and the other Secured Parties to sell or otherwise dispose of the Pledged Collateral.

8.02. Each Pledgor agrees that it will pledge and deliver to the Collateral Agent hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Securities of each Pledged Person of which such Pledgor may become the beneficial owner after the date hereof, together with undated powers endorsed in blank by such Pledgor, to the extent, with respect to Significant Non-US Subsidiaries, such Equity Securities are required to be pledged by the Credit Agreement.

8.03. Each Pledgor agrees that, notwithstanding any provision of any Organizational Document of any Pledged Company it is pledging to the contrary, and so long as the pledge under this Pledge Agreement is in effect, no further consent of such Pledgor shall be required to permit a pledge of such Pledgor’s interest in such Pledged Company to be substituted for a member under the Organizational Documents of such Pledged Company upon valid exercise of the rights of the Collateral Agent under this Pledge Agreement with respect to such Pledgor’s interest in such Pledged Company. Upon the valid exercise of the Collateral Agent’s rights under this Pledge Agreement, and valid foreclosure on such Pledgor’s interest in such Pledged Company, the pledge, or any purchaser of such interest from the pledge, shall be substituted for the members as a member under the Organizational Documents of such Pledged Company, and such substituted member shall have full rights and powers as a member thereunder.

ARTICLE IX. FINANCING STATEMENTS; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

9.01. Each Pledgor authorizes the Collateral Agent to file one or more financing statements disclosing the security interest and Lien of the Collateral Agent and the other Secured Parties in any or all of the Pledged Collateral of such Pledgor without, to the extent permitted by law, such Pledgor’s signature thereon (including one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Pledgor, regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Pledge Agreement).

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9.02. Each Pledgor hereby appoints the Collateral Agent, on behalf of itself and the other Secured Parties, to be such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent, on behalf of itself and the other Secured Parties, may deem necessary or advisable to further perfect and protect the security interest or Lien granted hereby free from adverse claims, including to receive, endorse and collect, when and as permitted by Articles VII and XIV of this Pledge Agreement, all instruments made payable to such Pledgor representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same.

ARTICLE X. COLLATERAL AGENT MAY PERFORM.

If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent (including reasonable attorneys’ fees and expenses) incurred in connection therewith shall be payable by the Pledgors on a joint and several basis under Article XV.

ARTICLE XI. NO ASSUMPTION OF DUTIES; REASONABLE CARE.

The rights and powers granted to the Collateral Agent, on behalf of itself and the other Secured Parties, hereunder are being granted in order to preserve and protect the security interest and Lien of the Collateral Agent and the other Secured Parties in and to the Pledged Collateral granted hereby free from adverse claims and shall not be interpreted to, and shall not, impose any duties on the Collateral Agent or the other Secured Parties in connection therewith. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters; or (b) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. The Collateral Agent and the other Secured Parties are hereby released from all responsibility for any depreciation in or loss of value of the Pledged Equity Securities.

ARTICLE XII. SUBSEQUENT CHANGES AFFECTING PLEDGED COLLATERAL.

Each Pledgor represents to the Collateral Agent that such Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Pledged Collateral (including rights to convert, rights to subscribe, payment of dividends, reorganization

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or other exchanges, tender offers and voting rights), and each Pledgor agrees that the Collateral Agent shall have no responsibility or liability for informing such Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. Each Pledgor covenants that it will not, except as otherwise permitted by the Credit Agreement, without the prior written consent of the Collateral Agent and the requisite Lenders required by the Credit Agreement, sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or create or permit to exist any Lien or encumbrance upon or with respect to any of the Pledged Collateral.

ARTICLE XIII. EVENTS OF DEFAULT.

13.01. The occurrence of an event or existence of a condition which under the Credit Agreement would constitute an Event of Default (as defined in the Credit Agreement) shall be an event of default hereunder (an “Event of Default”).

ARTICLE XIV. REMEDIES UPON DEFAULT.

14.01. If any Event of Default shall have occurred and be continuing, the Collateral Agent, on behalf of itself and the other Secured Parties, shall, in addition to all other rights given by law or by this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or otherwise, have all of the rights and remedies with respect to the Pledged Collateral of a secured party under the UCC and the Collateral Agent, on behalf of itself and the other Secured Parties, may, without notice and at its option, transfer or register, and each Pledgor shall register or cause to be registered upon request therefor by the Collateral Agent, the Pledged Collateral or any part thereof on the books of the Pledged Company into the name of the Collateral Agent or the Collateral Agent’s nominee(s). In addition, with respect to any Pledged Collateral which shall then be in or shall thereafter come into the possession or custody of the Collateral Agent, the Collateral Agent may sell or cause the same to be sold at any broker’s board or at public or private sale, in one or more sales or lots, at such price or prices as the Collateral Agent may deem best, for Cash or on credit or for future delivery, without assumption of any credit risk, all in accordance with the terms and provisions of the Credit Agreement and this Pledge Agreement. The purchaser of any or all Pledged Collateral so sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever. Unless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Collateral Agent will give Pledgors reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, commercial finance companies, or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to the Pledgors as provided in Section 17.01 at least 10 days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, waived. The Collateral Agent may, in its own name or in the name of a

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designee or nominee, buy any of the Pledged Collateral at any public sale and, if permitted by applicable law, at any private sale. All expenses (including court costs and attorneys’ fees, expenses and disbursements) of, or incident to, the enforcement of any of the provisions hereof shall be recoverable from the Proceeds of the sale or other disposition of the Pledged Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after an Event of Default, each Pledgor agrees that upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement, restricting the prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Collateral Agent may solicit offers to buy the Pledged Collateral, or any part of it, for Cash, from a limited number of investors who might be interested in purchasing the Pledged Collateral, and if the Collateral Agent solicits such offers from not less than three such investors that are not affiliated with the Collateral Agent, then the acceptance by the Collateral Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of the Pledged Collateral.

14.02. In addition, upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the rights which such Pledgor would otherwise be entitled to exercise with respect to the Pledged Collateral shall, at the option of the Collateral Agent, cease, and all such rights shall thereupon become vested in the Collateral Agent.

14.03. Lender Rate Contracts shall be secured hereby on a silent basis. Therefore, notwithstanding any other provision, if any, in this Pledge Agreement or the Credit Agreement, no holders of Lender Rate Contracts shall be able to take any action in respect of the Pledged Collateral nor instruct the Collateral Agent to take any action in respect of the Pledged Collateral in its capacity as a holder of a Lender Rate Contract.

ARTICLE XV. EXPENSES.

15.01. Each Pledgor will upon demand pay to the Collateral Agent and the other Secured Parties, to the extent not paid promptly by the Borrower, (a) the amount of any and all reasonable expenses, including the fees, expenses and disbursements of their counsel, of any investment banking firm, business broker or other selling agent and of any other experts and agents retained by the Collateral Agent and the other Secured Parties, which the Collateral Agent or the other Secured Parties may incur in connection with the administration of this Pledge Agreement, and (b) the amount of any and all expenses, including the fees, expenses and disbursements of their counsel, of any investment banking firm, business broker or other selling agent and of any other experts and agents retained by the Collateral Agent and the other Secured Parties, which the Collateral Agent or the other Secured Parties may incur in connection with (i) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (ii) the exercise or enforcement of any of the rights of the Collateral Agent, on behalf of itself and the other Secured Parties, hereunder or (iii) the failure by the Pledgors to perform or observe any of the provisions hereof.

15.02. If at any time hereafter, (a) whether upon the occurrence of an Event of Default or not, the Collateral Agent employs counsel to (i) prepare or consider amendments, waivers or

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consents with respect to this Pledge Agreement, (ii) take action or make a response in or with respect to any legal or arbitral proceeding relating to this Pledge Agreement or relating to the Collateral or (iii) protect the Collateral or (b) whether upon the occurrence of an Event of Default or not, the Collateral Agent or any other Secured Party employs counsel to exercise any rights or remedies under this Pledge Agreement or with respect to the Collateral or to seek relief from the automatic or similar stay in effect under any Debtor Relief Law, then the Obligors agree to promptly pay upon demand any and all such costs and expenses of the Collateral Agent and the other Secured Parties, as applicable, all of which costs and expenses shall constitute Secured Obligations hereunder.

ARTICLE XVI. SECURITY INTEREST ABSOLUTE.

The obligations of each Pledgor under this Pledge Agreement are independent of the Secured Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents, and a separate action or actions may be brought and prosecuted against each Pledgor to enforce this Pledge Agreement, irrespective of whether any action is brought against such Pledgor or any other Loan Party or whether such Pledgor or any other Loan Party is joined in any such action or actions. All rights of the Collateral Agent and the other Secured Parties and the pledge, assignment and security interest hereunder, and all liabilities and obligations of each Pledgor hereunder, shall be irrevocable, absolute and unconditional irrespective of, and each Pledgor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Credit Document or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other liabilities or obligations of any other Loan Party under or in respect thereof or any other amendment or waiver of or any consent to any departure from any Credit Document, including any increase in the Secured Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations;

(d) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents or any other assets of any Loan Party or any of its Subsidiaries;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

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(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or other), operations, performance, assets, nature of assets, liabilities or prospects of any other Loan Party now or hereafter known to such Secured Party (each Pledgor waiving any duty on the part of the Secured Parties to disclose such information);

(g) the failure of any other Person to execute this Pledge Agreement or any other Security Document, guaranty or agreement or the release or reduction of liability of any Pledgor or other grantor or surety with respect to the Secured Obligations; or

(h) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, such Pledgor or any other Pledgor or a third party grantor of a security interest.

ARTICLE XVII. MISCELLANEOUS PROVISIONS.

17.01. Notices. All notices required or permitted to be given under this Pledge Agreement shall be in conformance with Section 8.01 of the Credit Agreement; all notices to (a) the Collateral Agent shall be sent to the address of the Administrative Agent set forth on Schedule IV to the Credit Agreement, (b) any Pledgor shall be sent to such Pledgor’s address as set forth on Schedule 17.01 and (c) any Pledged Company shall be sent to the address for such Pledged Company on Schedule 9 of the Subsidiary Guarantee or, if such Pledged Company has delivered a consent to this Pledge Agreement to the Collateral Agent to the address set forth therein.

17.02. Headings. The headings in this Pledge Agreement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Pledge Agreement.

17.03. Severability. If at any time any provision of this Pledge Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Pledge 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.

17.04. Amendments, Waivers and Modifications. This Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 8.04 of the Credit Agreement.

17.05. Interpretation of Pledge Agreement. To the extent a term or provision of this Pledge Agreement conflicts with the Credit Agreement and is not dealt with herein with more specificity, the Credit Agreement shall control with respect to the subject matter of such term or provision. Acceptance of or acquiescence in a course of performance rendered under this Pledge Agreement shall not be relevant to determine the meaning of this Pledge Agreement even though

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the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection.

17.06. Continuing Security Interest and Lien. This Pledge Agreement shall (a) create a continuing security interest and Lien free from adverse claims in the Pledged Collateral and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding or any Credit Documents are in effect or any Letter of Credit or Lender Rate Contract shall remain outstanding, and until all of the Commitments in respect of the Revolving Loan Facility, the Swing Line Sublimit, the Letter of Credit Sublimit and the Term Loan Facility shall have terminated, (b) be binding upon each Pledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent, on behalf of itself and the other Secured Parties, hereunder, to the benefit of the Collateral Agent, on behalf of itself and the other Secured Parties, and its successors, transferees and assigns.

17.07. Reinstatement. To the extent permitted by law, this Pledge Agreement shall continue to be effective or be reinstated if at any time any amount received by the Collateral Agent in respect of the Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent upon the insolvency, bankruptcy, dissolution, liquidation, winding-up or reorganization of any Pledgor or any other Loan Party or upon the appointment of any receiver, interim receiver, receiver and manager, monitor, intervenor, conservator, trustee or similar official for any Pledgor or any other Loan Party or any substantial part of their assets, or otherwise, all as though such payments had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all costs and expenses (including any reasonable legal fees and disbursements) incurred by the Collateral Agent or any other Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

17.08. Survival of Provisions. All representations, warranties and covenants of each Pledgor contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the full and final payment and performance by each Pledgor of the Secured Obligations and the termination of the Credit Documents, the Letters of Credit, the Lender Rate Contracts and all of the Commitments in respect of the Revolving Loan Facility, the Swing Line Sublimit, the Letter of Credit Sublimit and the Term Loan Facility.

17.09. Waivers; Subrogation; Subordination.

(a) Each Pledgor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Secured Obligations and this Pledge Agreement and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b) Each Pledgor hereby unconditionally and irrevocably waives any right to revoke this Pledge Agreement and acknowledges that this Pledge Agreement is continuing in nature and applies to all Secured Obligations, whether existing now or in the future.

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(c) Each Pledgor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Pledgor or other rights of such Pledgor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Secured Obligations of such Pledgor hereunder.

(d) Each Pledgor acknowledges that the Collateral Agent may, without notice to or demand upon such Pledgor and without affecting the liability of such Pledgor under this Pledge Agreement, foreclose under any mortgage by nonjudicial sale, and each Pledgor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Pledgor or any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) Each Pledgor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Pledgor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f) Each Pledgor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Credit Documents and that the waivers set forth in Article XVI and this Section 17.09 are knowingly made in contemplation of such benefits.

(g) Each Pledgor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Pledgor’s liabilities or obligations under or in respect of this Pledge Agreement or any other Credit Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from the Borrower, any other Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Secured Obligations and all other amounts payable under this Pledge Agreement and the other Credit Documents shall have been indefeasibly paid in full in cash, all Letters of Credit and all Lender Rate Contracts shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Pledgor in violation of the immediately preceding sentence at any time prior to the latest of (a) the indefeasible payment in full in cash of the Secured Obligations and all other amounts payable under this Pledge Agreement and the other Credit Documents, (b) the applicable Termination Date and (c) the latest date of expiration or termination of all Commitments, Letters of Credit and all Lender Rate Contracts, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Pledgor and shall forthwith be paid or delivered to the Collateral Agent in the same form as so received (with any necessary

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endorsement or assignment) to be credited and applied to the Secured Obligations and all other amounts payable under this Pledge Agreement and the other Credit Documents, whether matured or unmatured, in accordance with the terms of the Credit Documents, or to be held as Collateral for any Secured Obligations or other amounts payable under this Pledge Agreement or the other Credit Documents thereafter arising. If (i) any Pledgor shall make payment to any Secured Party of all or any part of the Secured Obligations, (ii) all of the Secured Obligations and all other amounts payable under this Pledge Agreement and the other Credit Documents shall have been indefeasibly paid in full in cash, (iii) the applicable Termination Date shall have occurred and (iv) all Commitments, Letters of Credit and all Lender Rate Contracts shall have expired or been terminated, the Secured Parties will, at such Pledgor’s request and expense, execute and deliver to such Pledgor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Pledgor of an interest in the Secured Obligations resulting from such payment made by such Pledgor pursuant to this Pledge Agreement.

(h) Each Pledgor hereby subordinates any and all debts, liabilities and other obligations owed to such Pledgor by each other Loan Party (the “Subordinated Obligations”) to the Secured Obligations to the extent and in the manner hereinafter set forth in this Section 17.09(h):

(i) Prohibited Payments, Etc. Each Pledgor may receive regularly scheduled payments from any other Loan Party on account of the Subordinated Obligations unless an Event of Default has occurred and is continuing that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), and the Administrative Agent has delivered notice to CBII that such payments may not be made or received. After the occurrence and during the continuance of any Event of Default that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) and delivery of such notice, however, unless the Administrative Agent otherwise agrees, no Pledgor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(ii) Prior Payment of Secured Obligations. In any proceeding under any Debtor Relief Law relating to any other Loan Party, each Pledgor agrees that the Secured Parties shall be entitled to receive indefeasible payment in full in cash of all Secured Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Debtor Relief Law, whether or not constituting an allowed claim in such proceeding (“Post-Petition Interest”)) before such Pledgor receives payment of any Subordinated Obligations.

(iii) Turn-Over. After the occurrence and during the continuance of any Event of Default that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) and delivery by the Administrative Agent of the notice described in Section 17.09(h)(i), each Pledgor shall, if the Collateral Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Collateral Agent on account of the Secured

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Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Pledgor under the other provisions of this Pledge Agreement.

(iv) Collateral Agent Authorization. After the occurrence and during the continuance of any Event of Default that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) and delivery by the Administrative Agent of the notice described in Section 17.09(h)(i), the Collateral Agent is authorized and empowered (but without any obligation to so do), in its discretion, (A) in the name of each Pledgor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Secured Obligations (including any and all Post-Petition Interest), and (B) to require each Pledgor (1) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (2) to pay any amounts received on such obligations to the Collateral Agent for application to the Secured Obligations (including any and all Post-Petition Interest).

17.10. Authority of the Collateral Agent. The Collateral Agent, on behalf of itself and the other Secured Parties, shall have and be entitled to exercise all powers hereunder which are specifically granted to the Collateral Agent, on behalf of itself and the other Secured Parties, by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent, on behalf of itself and the other Secured Parties, may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to any Pledgor for any action taken or omitted to be taken by it or them hereunder, 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, nor shall the Collateral Agent nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, the other Secured Parties and their directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Pledgor agrees to indemnify and hold harmless the Collateral Agent, the other Secured Parties and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of lawyers, attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Collateral Agent, the other Secured Parties or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, the other Secured Parties, or such Person, as determined by a final non-appealable judgment of a court of competent jurisdiction.

17.11. Release; Termination of Pledge Agreement.

(a) Subject to the provisions of Section 17.07, this Pledge Agreement shall terminate upon the full and final payment and performance by each Pledgor of the Secured

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Obligations and the termination of the Credit Documents, the Letters of Credit, the Lender Rate Contracts and all of the Commitments in respect of the Revolving Loan Facility, the Swing Line Sublimit, the Letter of Credit Sublimit and the Term Loan Facility. At such time, the Collateral Agent shall, at the request, and the expense, of the Pledgors, reassign and redeliver to the Pledgors all of the Pledged Collateral hereunder which has not been sold, disposed of, retained or applied by the Collateral Agent in accordance with the terms hereof. Such reassignment and redelivery shall be without warranty by or recourse to the Collateral Agent or the other Secured Parties, except as to the absence of any prior assignments by the Collateral Agent of its interest in the Pledged Collateral, and shall be at the expense of the Pledgors.

(b) Upon any sale, lease, transfer or other disposition of any item of Pledged Collateral of any Pledgor in accordance with the terms of the Credit Documents, the Collateral Agent will, at such Pledgor’s expense, execute and deliver to such Pledgor such documents as such Pledgor shall reasonably request to evidence the release of such item of Pledged Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Pledgor shall have delivered to the Collateral Agent, at least 10 Business Days prior to the date of the proposed release, a written request for release describing the item of Pledged Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Pledgor to the effect that the transaction is in compliance with the Credit Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.06 of the Credit Agreement.

17.12. Counterparts. This Pledge Agreement may be executed in any number of counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes. Transmission by telecopier or other electronic transmission of an executed counterpart of this Pledge Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

17.13. Governing Law; Waivers.

(a) This Pledge Agreement shall be governed 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).

(b) Each Pledgor 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 Pledge Agreement may be brought against such party in any such courts. Final judgment against any Pledgor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

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Nothing in this Section 17.13(b) shall affect the right of the Collateral Agent or any other Secured Party to commence legal proceedings or otherwise sue any Pledgor in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon any Pledgor in any manner authorized by the laws of any such jurisdiction. Each of the Pledgors 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. Each of the Pledgors 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 Pledge 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 Pledge Agreement or any other Credit Document to post security for the costs of any Pledgor or to post a bond or to take similar action.

(c) EACH OF THE PLEDGORS, THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES, 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 PLEDGE AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

(d) EACH PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVES THE RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM OR CROSS-CLAIM IN RESPECT OF, AND ALL STATUTES OF LIMITATIONS WHICH MAY BE RELEVANT TO, ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, THE GUARANTEE AGREEMENTS OR ANY OF THE CREDIT DOCUMENTS, AND EACH PLEDGOR FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT.

(e) EACH PLEDGOR AGREES THAT ANY CLAIM OR CAUSE OF ACTION BY SUCH PLEDGOR AGAINST THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES, OR ANY OF THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ACCOUNTANTS, LAWYERS OR ATTORNEYS OF THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES, BASED UPON, ARISING FROM, OR RELATING TO THIS PLEDGE AGREEMENT, OR ANY OTHER PRESENT OR FUTURE AGREEMENT, OR ANY OTHER TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR RELATING HERETO OR THERETO, OR ANY OTHER MATTER, CAUSE OR THING WHATSOEVER, WHETHER OR NOT RELATING HERETO OR THERETO, OCCURRED, DONE, OMITTED OR SUFFERED TO BE DONE BY THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES, OR BY THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,

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ACCOUNTANTS, LAWYERS OR ATTORNEYS OF THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES, WHETHER SOUNDING IN CONTRACT OR IN TORT OR OTHERWISE, SHALL BE BARRED UNLESS ASSERTED BY SUCH PLEDGOR BY THE COMMENCEMENT OF AN ACTION OR PROCEEDING IN A COURT OF COMPETENT JURISDICTION BY THE FILING OF A COMPLAINT WITHIN ONE YEAR AFTER THE FIRST ACT, OCCURRENCE OR OMISSION UPON WHICH SUCH CLAIM OR CAUSE OF ACTION, OR ANY PART THEREOF, IS BASED AND SERVICE OF A SUMMONS AND COMPLAINT ON AN OFFICER OF THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES OR ANY OTHER PERSON AUTHORIZED TO ACCEPT SERVICE OF PROCESS ON BEHALF OF THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES, WITHIN 30 DAYS THEREAFTER. EACH PLEDGOR AGREES THAT SUCH ONE-YEAR PERIOD OF TIME IS A REASONABLE AND SUFFICIENT TIME FOR SUCH PLEDGOR TO INVESTIGATE AND ACT UPON ANY SUCH CLAIM OR CAUSE OF ACTION. THE ONE-YEAR PERIOD PROVIDED HEREIN SHALL NOT BE WAIVED, TOLLED, OR EXTENDED EXCEPT BY A SPECIFIC WRITTEN AGREEMENT OF THE COLLATERAL AGENT. THIS PROVISION SHALL SURVIVE ANY TERMINATION OF THIS PLEDGE AGREEMENT OR ANY OTHER AGREEMENT.

(f) NEITHER THE COLLATERAL AGENT, THE OTHER SECURED PARTIES NOR ANY AFFILIATE OF THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BREACH OF CONTRACT, TORT OR OTHER WRONG RELATING TO THIS PLEDGE AGREEMENT OR THE SECURED OBLIGATIONS OR THE ESTABLISHMENT, ADMINISTRATION OR COLLECTION THEREOF (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR THE LIKE), WHETHER SUCH DAMAGES ARE FORESEEABLE OR UNFORESEEABLE, EVEN IF THE COLLATERAL AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER THE COLLATERAL AGENT, THE OTHER SECURED PARTIES, NOR ANY AFFILIATES OF THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES SHALL BE LIABLE FOR ANY CLAIMS, DEMANDS, LOSSES OR DAMAGES, OF ANY KIND WHATSOEVER, MADE, CLAIMED, INCURRED OR SUFFERED BY ANY PLEDGOR THROUGH THE ORDINARY NEGLIGENCE OF THE COLLATERAL AGENT, OR ANY COLLATERAL AGENT AFFILIATES. THE “AFFILIATES” SHALL MEAN THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LAWYERS, ATTORNEYS OR ANY OTHER PERSON OR ENTITY AFFILIATED WITH OR REPRESENTING THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES.

17.14. Delays; Partial Exercise of Remedies. No delay or omission of the Collateral Agent or the other Secured Parties to exercise any right or remedy hereunder, whether before or after the happening of any Event of Default, shall impair any such right or shall operate as a waiver thereof or as a waiver of any such Event of Default. No single or partial exercise by the Collateral Agent or the other Secured Parties of any right or remedy shall preclude any other or further exercise thereof, or preclude any other right or remedy.

17.15. Credit Document. This Pledge Agreement shall be a “Credit Document” under and as defined in the Credit Agreement.

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17.16. Limitation on Amount of Recovery in Event of Fraudulent Conveyance Issues. Each Pledgor, and by its acceptance of this Pledge Agreement, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Pledge Agreement and the obligations of each Pledgor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Pledge Agreement and the obligations of each Pledgor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Pledgors hereby irrevocably agree that the obligations of each Pledgor under this Pledge Agreement at any time shall be limited to the maximum amount as will result in the obligations of such Pledgor under this Pledge Agreement not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 6.01(f) or (g) of the Credit Agreement or the Bankruptcy Code, or any similar foreign, federal or state law for the relief of debtors.

17.17. Joinder. In the event a party becomes a Pledgor (the “New Pledgor”) hereunder, pursuant to a Joinder Agreement, upon execution of such Joinder Agreement, the New Pledgor shall be bound by all the terms and conditions hereof to the same extent as though the New Pledgor had originally executed this Pledge Agreement. The addition of the New Pledgor shall not in any manner affect the Secured Obligations of the other Pledgors hereunder. Each Pledgor hereto acknowledges that Schedule I may be amended or modified in connection with the addition of any New Pledgor to reflect information relating to such New Pledgor.

17.18. Acknowledgement. Each Pledgor acknowledges receipt of a copy of this Agreement.

17.19. Attachment. Each Pledgor and the Collateral Agent hereby acknowledge that (a) value has been given and (b) each Pledgor has rights in the Pledged Equity Securities. Each Pledgor and the Collateral Agent agree that the Collateral Agent’s security interest and Lien in the Pledged Equity Securities shall attach as of that date hereof.

17.20. Other Security; Marshaling.

(a) To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Pledged Collateral (including real property and securities owned by a Pledgor or any other Person), or by a guarantee agreement, endorsement or property of any other Person, then the Collateral Agent and the other Secured Parties shall have the right to proceed against such other property, guarantee agreement or endorsement upon the occurrence and during the continuance of any Event of Default, and the Collateral Agent and the other Secured Parties have the right, in their sole discretion, to determine which rights, security, Liens, security interests or remedies the Collateral Agent and the other Secured Parties shall at any time thereafter pursue or take, or at any time relinquish, subordinate or modify with respect thereto, without in any way modifying or affecting any of them or any of the Collateral Agent’s and the other Secured Parties’ rights or the Secured Obligations under this Pledge Agreement, under any other of the Credit Documents or otherwise.

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(b) The Collateral Agent shall not be required to marshal any present or future collateral security (including but not limited to the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Pledgor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights and remedies under this Pledge Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Pledgor hereby irrevocably waives the benefits of all such laws.

17.21. Nonexclusive Nature of Remedies. Failure by the Collateral Agent or the other Secured Parties to exercise any right, remedy or option under this Pledge Agreement, any other Credit Document or as provided by law, or any delay by the Collateral Agent or the other Secured Parties in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Collateral Agent or the other Secured Parties shall only be granted as provided herein. To the extent permitted by law, neither the Collateral Agent, the other Secured Parties, nor any party acting as attorney for the Collateral Agent or the other Secured Parties, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder, as determined by a final non-appealable judgment of a court of competent jurisdiction. The rights and remedies of the Collateral Agent and the other Secured Parties under this Pledge Agreement shall be cumulative and not exclusive of any other right or remedy which the Collateral Agent or the other Secured Parties may have.

17.22. Assignment by the Secured Parties. Subject to Section 8.05(c) of the Credit Agreement, any of the Secured Parties may from time to time assign all or any portion of its rights and obligations under the Credit Agreement, and the assignee shall be entitled to all of the rights and remedies of such Secured Party under this Pledge Agreement in relation thereto.

17.23. Collateral Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Collateral Agent” shall be a reference to the Collateral Agent, for the benefit of the Secured Parties.

17.24. Joint and Several Obligations of Pledgors.

(a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.

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(b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement or the other Credit Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them.

(c) Notwithstanding anything provided in clauses (a) and (b) of this Section 17.24, no Pledgor (other than CBII) shall be liable, directly or indirectly, for any Secured Obligations of CBII.

17.25. Lender Rate Contracts. So long as the terms thereof are in compliance with the Credit Agreement, each Lender Rate Contract shall be secured by the Lien of this Pledge Agreement to the extent, and, notwithstanding any other provision, if any, in this Pledge Agreement, only to the extent provided in the Credit Agreement, including Section 7.07 of the Credit Agreement. Such security shall be on a silent basis, so that, notwithstanding any other provision, if any, in this Pledge Agreement, the Credit Agreement or any other Credit Document, no holders of Lender Rate Contracts shall be able to take any action in respect of the Collateral nor instruct the Collateral Agent or the Required Lenders to take any action in respect of the Collateral.

17.26. Construction. This Pledge Agreement is the result of negotiations among, and has been reviewed by, the Pledgors, the Collateral Agent and their respective counsel. Accordingly, this Pledge Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Pledgors, the Collateral Agent or any other Secured Party.

17.27. Release of Liability of Pledgor. In the event that all of the capital stock or other Equity Interests of one or more Pledgors is sold or otherwise disposed of (except to any of the CBII Entities) or liquidated in compliance with the requirements of the Credit Agreement and the proceeds of such sale, disposition or liquidation are applied as permitted or required by the terms of the Credit Agreement, such Pledgor shall, upon consummation of such sale or other disposition, be released from this Pledge Agreement automatically and without further action and this Pledge Agreement shall, as to each such Pledgor, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Equity Interests of any Pledgor shall be deemed to be a sale of such Pledgor for purposes of this Section 17.27).

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Pledgors and the Collateral Agent have each caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

PLEDGORS:

B C SYSTEMS, INC.

By:

Name:

Title:

CHIQUITA BRANDS INTERNATIONAL, INC.

By:

Name:

Title:

CHIQUITA BRANDS L.L.C.

By:

Name:

Title:

CHIQUITA FRESH NORTH AMERICA L.L.C.

By:

Name:

Title:

CHIQUITA INTERNATIONAL LIMITED

By:

Name:

Title:

PLEDGE AGREEMENT

FRESH EXPRESS INCORPORATED

By:

Name:

Title:

FRESH INTERNATIONAL CORP.

By:

Name:

Title:

VERDELLI FARMS, INC.

By:

Name:

Title:

COLLATERAL AGENT:

COÖPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Collateral Agent

By:

Name:

Title:

By:

Name:

Title:

PLEDGE AGREEMENT

SCHEDULE I

Pledged Interests

CONSENT

(Limited Liability Company)

                            , a                  limited liability company (the “Pledged Company”), hereby consents and agrees to cause to be registered on its books and records the pledge of all of                 ’s (“Pledgor”) right, title and interest in and to the Pledged Collateral (as defined in the Pledge Agreement defined below). The Pledged Company acknowledges that it is familiar with that certain Pledge Agreement among Chiquita Brands International, Inc. (“CBII”), Chiquita Brands L.L.C. (the “Borrower”), each other Person which is a party thereto as a Pledgor (as defined in therein) and Coöperatieve Centrale Raiffeisen - Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Collateral Agent, dated as of March 31, 2008 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Pledge Agreement”), and agrees that, without the need for any further consent of any other person, it will abide by all notices and instructions relating to the Pledged Collateral sent by the Collateral Agent. All notices to the Pledged Company should be sent to its address set forth below. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Pledge Agreement.

The Pledged Company agrees that all amounts which it may from time to time owe to the Pledgor under its Organizational Documents shall, following written notice by the Administrative Agent or the Collateral Agent to the Pledged Company that an Event of Default under the Credit Agreement has occurred and is continuing, be paid, in immediately available funds, directly to the Collateral Agent without off-set or counterclaim for application on account of the Secured Obligations. In the event the Collateral Agent duly demands payment from the Pledged Company pursuant to the foregoing Pledge Agreement and the Pledged Company shall fail to make payment thereof within 30 days thereof, the Pledged Company shall pay the Collateral Agent all costs of enforcing the Collateral Agent’s rights against the Pledged Company (including attorney’s and paralegal fees) together with interest at the rate set forth in Section 2.07(c) of the Credit Agreement on all amounts owing to the Collateral Agent from the date of such demand to the date of payment. Any and all payments made by the Pledged Company to the Collateral Agent in accordance with the preceding sentence shall be deemed payments to the Pledgor.

The Pledged Company further agrees that, notwithstanding any provision of its Organizational Documents to the contrary, and so long as the pledge under the Pledge Agreement is in effect, no further consent of the Pledged Company shall be required to permit a pledge of any Pledgor’s interest in the Pledged Company to be substituted for a member under the Organizational Documents of the Pledged Company upon valid exercise of the rights of the Collateral Agent under the Pledge Agreement with respect to such Pledgor’s interest in the Pledged Company. Upon the valid exercise of the Collateral Agent’s rights under the Pledge Agreement, and valid foreclosure on such Pledgor’s interest in the Pledged Company, the pledge, or any purchaser of such interest from the pledge, shall be substituted for the members as a member under the Organizational Documents of the Pledged Company, and such substituted member shall have full rights and powers as a member thereunder.

PLEDGED COMPANY:
,
a              limited liability corporation/company
By:	,
	its Managing Member
	By:
	Title:
Address:
c/o Chiquita Brands L.L.C. 250 East Fifth Street Cincinnati, Ohio 45202
Attention: Tel. No. Fax No. E-mail:
With a copy to:
General Counsel Tel. No. Fax No. E-mail:

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ACKNOWLEDGMENT AND CONSENT BY

ISSUER(S) OF PLEDGED SHARES

(Corporation)

The undersigned hereby acknowledges receipt of a copy of that certain Pledge Agreement among Chiquita Brands International, Inc. (“CBII”), Chiquita Brands L.L.C. (the “Borrower”), each other Person which is a party thereto as a Pledgor (as defined in therein) and Coöperatieve Centrale Raiffeisen - Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Collateral Agent, dated as of March 31, 2008 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Pledge Agreement”). The undersigned agrees for the benefit of the Collateral Agent as follows:

1. The undersigned will be bound by the terms of the Pledge Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2. Upon the occurrence and during the continuance of an Event of Default, the undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 7.02 of the Pledge Agreement.

3. The terms of Sections 5.01 and 5.02 and Article XII of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of the undersigned pursuant to Sections 5.01, 5.02 and Article XII of the Pledge Agreement.

4. The undersigned hereby (a) acknowledges receipt of a copy of the foregoing Pledge Agreement, (b) waives any rights or requirements at any time hereafter to receive a copy of the Pledge Agreement in connection with the registration of any Pledged Equity Securities (as defined in the Pledge Agreement) in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent and (c) agrees promptly to note on its books and records the grant of the security interest in the Equity Securities of the undersigned as provided in such Pledge Agreement. The undersigned consents to the execution and delivery of the Pledge Agreement and the security interests and Liens created thereby and absolutely postpones any and all rights to a Lien on the Pledged Equity Securities or dividends declared on the Pledged Equity Securities to the rights of the Collateral Agent with respect to the Pledged Equity Securities thereunder.

By:

Name:

Title:

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Address:

c/o Chiquita Brands L.L.C.

250 East Fifth Street

Cincinnati, Ohio 45202

Attention:

Tel. No.

Fax No.

E-mail:

With a copy to:

General Counsel

Tel. No.

Fax No.

E-mail:

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EXHIBIT A

PLEDGE INSTRUCTION

BY THIS PLEDGE INSTRUCTION, dated             , 200  ,                      (the “Member”), hereby instructs                     , a              limited liability company (the “Pledged Company”), to register a pledge in favor of Coöperatieve Centrale Raiffeisen - Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as collateral agent (the “Collateral Agent”) for itself and the other Secured Parties (under and as defined in that certain Credit Agreement dated as of March 31, 2008), of all of the Member’s, right, title and interest in and to the Pledged Collateral, whether now owned or hereafter acquired by the Member (the “Membership Interest”).

1. PLEDGE INSTRUCTIONS. The Pledged Company is hereby instructed by the Member to register all of the Member’s right, title and interest in and to all of the Member’s interests and/or membership interests in the Pledged Company as subject to a pledge and Pledge Agreement in favor of the Collateral Agent (in accordance with and subject to that certain Pledge Agreement, in the form as Annex A) which, upon such registration, shall become the registered pledgee of the Membership Interest with all rights incident thereto.

2. INITIAL TRANSACTION STATEMENT. The Pledged Company is further instructed by the Member to promptly inform the Collateral Agent of the registration of the pledge by sending the initial transaction statement, in the form as Annex B, to Coöperatieve Centrale Raiffeisen - Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Collateral Agent, 245 Park Avenue, 37th Floor, New York, New York 10167-0062, Attention: Loan Syndications.

3. WARRANTIES OF THE MEMBER. The Member hereby warrants that (a) the Member is an appropriate person to originate this instruction; and (b) the Member is entitled to effect the instruction contained herein.

[signature page follows]

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IN WITNESS WHEREOF, the Member has caused this Pledge Instruction to be duly signed and delivered as of the date first above written.

MEMBER:

By:	,
	a
	[By:	,
		its Managing Member
		By:
		Title:
Address: c/o Chiquita Brands L.L.C. 250 East Fifth Street Cincinnati, Ohio 45202
Attention: Tel. No. Fax No. E-mail:
With a copy to: General Counsel Tel. No. Fax No. E-mail:

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ANNEX A

to

Pledge Instruction

Form of Pledge Agreement

-iii-

ANNEX B

to

Pledge Instruction

Form of Initial Transaction Statement

Coöperatieve Centrale Raiffeisen –

Boerenleenbank B.A., “Rabobank

Nederland”, New York Branch,

as the Collateral Agent

245 Park Avenue, 37th Floor

New York, New York 10167-0062

Attention: Loan Syndications

On                  , 20    , the undersigned,                             , a                                          limited liability company (the “Pledged Company”), caused the pledge of 100% of the interests in the Pledged Company (the “Membership Interest”) by                     , in favor of Coöperatieve Centrale Raiffeisen - Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Collateral Agent, to be registered on the books and records of the Pledged Company. Except for the terms and conditions contained in the [Limited Liability Company Agreement] of the Pledged Company, the undersigned has no knowledge of any Liens, restrictions or adverse claims to which the Membership Interest is or may be subject, as of the date hereof.

                                                                                  ,

a                      limited liability company

By:	,
	its Managing Member

By:

Title:

-iv-

EXHIBIT J

[FORM OF] PARENT GUARANTEE AGREEMENT

THIS PARENT GUARANTEE AGREEMENT (this “Guarantee Agreement”) dated as of March 31, 2008 is made by CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (the “Guarantor”), in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

RECITALS

A. The Guarantor is the parent, and owns as of the date hereof 100% of the outstanding equity, of CHIQUITA BRANDS L.L.C., a Delaware limited liability company (the “Company”).

B. Pursuant to that certain Credit Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement) by and among the Company, the Guarantor, each of the Lenders party thereto from time to time, Coöperative Centrale Raiffeisen – Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), as Swing Line Lender, and as an L/C Issuer, and the other Persons party thereto, the Lenders are willing to make certain financial accommodations available to the Company from time to time pursuant to the terms and conditions thereof.

C. In order to induce the Lenders to enter into the Credit Agreement and the other Credit Documents and to induce the Lenders to make financial accommodations to the Company as provided for in the Credit Agreement, the Guarantor has agreed to execute and deliver this Guarantee Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit under the Credit Agreement and the Lenders or Lenders’ Affiliates to enter into Lender Rate Contracts from time to time, the Guarantor hereby agrees as follows:

Section 1. Guarantee. (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and prompt payment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Secured Obligations now or hereafter existing (including any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Secured Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Secured Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses

(including fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guarantee Agreement or any other Credit Document. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to any Secured Party under or in respect of the Credit Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

(b) The Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guarantee Agreement or any other Guarantee Agreement, the Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Credit Documents.

Section 2. Guarantee Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The liabilities and obligations of the Guarantor under or in respect of this Guarantee Agreement are independent of the Guaranteed Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee Agreement, irrespective of whether any action is brought against the Company or any other Loan Party or whether the Company or any other Loan Party is joined in any such action or actions. The liability of the Guarantor under this Guarantee Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents, or any other amendment or waiver of or any consent to departure from any Credit Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other Guarantee Agreement, for all or any of the Guaranteed Obligations;

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed

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Obligations or any other liabilities or obligations of any Loan Party under the Credit Documents or any other assets of any Loan Party or any of its Subsidiaries;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (the Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

(g) the failure of any other Person to execute or deliver any other Guarantee Agreement or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Guaranteed Obligations; or

(h) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Guarantee Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Company or any other Loan Party or otherwise, all as though such payment had not been made.

Section 3. Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guarantee Agreement and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guarantee Agreement and acknowledges that this Guarantee Agreement is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the liabilities or obligations of the Guarantor hereunder.

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(d) The Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon the Guarantor and without affecting the liability of the Guarantor under this Guarantee Agreement, foreclose under any mortgage by nonjudicial sale, and the Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against the Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Credit Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4. Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Company, any other Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s liabilities or obligations under or in respect of this Guarantee Agreement or any other Credit Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Company, any other Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from the Company, any other Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement shall have been indefeasibly paid in full in cash, all Letters of Credit and all Lender Rate Contracts shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement, (b) the applicable Termination Date and (c) the latest date of expiration or termination of all Letters of Credit and all Lender Rate Contracts, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement, whether matured or unmatured, in accordance with the terms of the Credit Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guarantee Agreement thereafter arising. If (i) the Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement shall have been indefeasibly paid in full in

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cash, (iii) the applicable Termination Date shall have occurred and (iv) all Letters of Credit and all Lender Rate Contracts shall have expired or been terminated, the Secured Parties will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by the Guarantor pursuant to this Guarantee Agreement.

Section 5. Taxes on Payments. (a) Payments Free of Taxes. Any and all payments by or for the account of the Guarantor hereunder, or in respect of this Guarantee Agreement or any other Credit Document, shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding net income taxes (and franchise taxes imposed in lieu thereof) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction imposing such tax, levy, impost or withholding or any Governmental Authority, political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under this Guarantee Agreement being hereinafter referred to as “Taxes”). If the Guarantor shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable under this Guarantee Agreement or other Credit Documents to any Lender, (i) the Guarantor shall make all such deductions or withholdings, (ii) the Guarantor 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 Guarantor shall be increased as may be necessary so that after the Guarantor, 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 5) 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 Guarantor shall not be required to pay any additional amounts in respect of any Taxes pursuant to this Section 5(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 5(e) hereof, except to the extent that (x) such Lender (or its Assignee Lender, if any) was entitled, at the time of designation of a new lending office outside the US or a state thereof (or at the time of assignment to the Assignee Lender), to receive additional amounts from the Guarantor 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 Company’s request.

(b) Other Taxes. In addition, the Guarantor 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,

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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 Guarantee Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”).

(c) Indemnity. The Guarantor 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 5, 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 in respect of this Guarantee Agreement, the Guarantor 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, that any 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 Guarantor (but only so long thereafter as such Lender remains lawfully able to do so): (i) each Lender that is a US Person that is not a “domestic” corporation (as defined in IRC Section 7701) shall provide each of the Administrative Agent and the Guarantor 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 reasonably satisfactory to the Administrative Agent and the Guarantor 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 Guarantor with (A) either (1) 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 Guarantor or (2) a certificate that it is not (x) a “bank” (as defined in IRC Section 881(c)(3)(A)), (y) a 10% shareholder (within the meaning of IRC Section 871(h)(3)(B)) of the Guarantor or (z) a controlled foreign corporation related to the Guarantor (within the meaning of IRC Section 864(d)(4)), and (A) 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, and reasonably satisfactory to the Administrative Agent and the Guarantor. 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 5, or after the occurrence of any event requiring a change in the most recent forms or other documents delivered by such Lender. Each Lender shall promptly provide written notice to each of the Administrative Agent and the Guarantor at any time it determines that it is no longer in a position to provide any previously delivered form or other document (or

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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 5(e) hereby represents, covenants and warrants the accuracy of the information provided therein.

(f) Tax Returns. Nothing contained in this Section 5 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 Guarantor or with respect to which the Guarantor has paid additional amounts pursuant to this Section 5, it shall pay to the Guarantor an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Guarantor under this Section 5 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 Guarantor, upon the request of the Administrative Agent or any such Lender, agrees to repay the amount paid over to the Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or any such Lender in the event the Administrative Agent or any such Lender is required to repay such refund to such Governmental Authority. This Section 5(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 Guarantor or any other Person.

Section 6. Representations and Warranties. As of the date hereof and as of the date of each Credit Event, the Guarantor represents to the Administrative Agent and the other Secured Parties, subject to the qualifications in Article IV and elsewhere of the Credit Agreement, that each of the representations and warranties applicable to it under the Credit Agreement 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 by such Guarantor.

Section 7. Covenants. (a) The Guarantor agrees to comply with and be bound by each of the covenants, agreements and conditions in the Credit Agreement applicable to it.

(b) Until the termination of the Commitments and the satisfaction in full by the Company of all Obligations (other than Unaccrued Indemnity Claims), and unless the

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Required Lenders shall otherwise consent in writing, the Guarantor will comply and/or will cause the Company and/or each of the other Significant Parties, as applicable, to comply with (i) each of the affirmative covenants set forth in Section 5.01 of the Credit Agreement, (ii) each of the negative covenants set forth in Section 5.02 of the Credit Agreement, and (iii) each of the Financial Covenants set forth in Section 5.03 of the Credit Agreement, as if the Guarantor were a party to the Credit Agreement.

Section 8. Amendments, Etc. Neither this Guarantee Agreement nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written agreement signed by an authorized officer of the Administrative Agent, on behalf of itself and the other Secured Parties. The Administrative Agent shall not by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and signed by an authorized officer of the Administrative Agent. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by the Administrative Agent of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which the Administrative Agent would otherwise have on any future occasion, whether similar in kind or otherwise.

Section 9. Notices, Etc. All notices required or permitted to be given under this Guaranty Agreement shall be in conformance with Section 8.01 of the Credit Agreement; all notices to the Administrative Agent shall be sent to the address of the Administrative Agent set forth on Schedule IV to the Credit Agreement, all notices to a Lender shall be sent to the address of such Lender set forth on the Register and all notices to the Guarantor shall be sent to the Guarantor’s address as set forth on Schedule 9 hereof.

Section 10. No Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11. Right of Set-off. In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, with the prior consent of the Administrative Agent but without prior notice to or consent of the Guarantor, any such notice and consent being expressly waived by the Guarantor 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 Guarantor. The aforesaid right of set-off may be exercised by such Lender against the Guarantor or against any trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Guarantor or against anyone else claiming through or against the Guarantor or

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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 Guarantor 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 12. Survival. Without prejudice to the survival of any of the other agreements of the Guarantor under this Guarantee Agreement or any of the other Credit Documents, the agreements and obligations of the Guarantor contained in Section 1(a) (with respect to enforcement expenses), the last sentence of Section 2, Section 5 and this Section 12 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Guarantee Agreement.

Section 13. Subordination. The Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to the Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 13:

(a) Prohibited Payments, Etc. The Guarantor may receive regularly scheduled payments from any other Loan Party on account of the Subordinated Obligations unless an Event of Default has occurred and is continuing that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), and the Administrative Agent has delivered notice to the Guarantor that such payments may not be made or received. After the occurrence and during the continuance of any Event of Default that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) and delivery of such notice, however, unless the Administrative Agent otherwise agrees, the Guarantor shall not demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(b) Prior Payment of Guaranteed Obligations. In any proceeding under any Debtor Relief Law relating to any other Loan Party, the Guarantor agrees that the Secured Parties shall be entitled to receive indefeasible payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Debtor Relief Law, whether or not constituting an allowed claim in such proceeding (“Post-Petition Interest”)) before the Guarantor receives payment of any Subordinated Obligations.

(c) Turn-Over. After the occurrence and during the continuance of any Event of Default that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any

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Debtor Relief Law relating to any other Loan Party) and delivery by the Administrative Agent of the notice described in Section 13(a), the Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of the Guarantor under the other provisions of this Guarantee Agreement.

(d) Administrative Agent Authorization. After the occurrence and during the continuance of any Event of Default that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) and delivery by the Collateral Agent of the notice described in Section 13(a), the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of the Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post-Petition Interest), and (ii) to require the Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all Post-Petition Interest).

Section 14. Continuing Guarantee; Assignments under the Credit Agreement. This Guarantee Agreement is a continuing Guarantee and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement, (ii) the applicable Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit and all Lender Rate Contracts, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 8.05 of the Credit Agreement. The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Administrative Agent and the requisite Lenders required under Section 8.04 of the Credit Agreement.

Section 15. Execution in Counterparts. This Guarantee Agreement and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile

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or other electronic transmission of an executed counterpart of this Guaranty Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

Section 16. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Agreement 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.

(b) Submission to Jurisdiction. The Guarantor 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 Guarantee Agreement may be brought against such party in any such courts. Final judgment against the Guarantor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 16(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise sue the Guarantor in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the Guarantor in any manner authorized by the laws of any such jurisdiction. The Guarantor 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 Guarantor 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 Guarantee 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 Guarantee Agreement or any other Credit Document to post security for the costs of the Guarantor or to post a bond or to take similar action.

(c) WAIVER OF JURY TRIAL. EACH OF THE GUARANTOR, AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, 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 GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

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Section 17. No Liability of the Administrative Agent. Neither the Administrative Agent nor any other Secured Party shall have any liability to the Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by the Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Guarantee Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on the Administrative Agent and such other Secured Party, as the case may be, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct of the Administrative Agent or such other Secured Party, as the case may be, as determined by a final non-appealable judgment of a court of competent jurisdiction. In any such litigation, each of the Administrative Agent and the other Secured Parties shall be entitled to the benefit of the rebuttable presumption each of the Administrative Agent and the other Secured Parties acted in good faith and with the exercise of ordinary care in the performance by it of the terms of the Credit Agreement and the other Credit Documents.

Section 18. Partial Invalidity. If at any time any provision of this Guarantee 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 Guaranty Agreement nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction shall in any way be affected or impaired thereby.

Section 19. Lender Rate Contracts. So long as the terms thereof are in compliance with the Credit Agreement, each Lender Rate Contract shall be guaranteed by this Guarantee Agreement to the extent, and, notwithstanding any other provision, if any, in this Guarantee Agreement, only to the extent provided in the Credit Agreement, including Section 7.07 of the Credit Agreement. Such guarantee shall be on a silent basis, so that, notwithstanding any other provision, if any, in this Guarantee Agreement, the Credit Agreement or any other Credit Document, no holders of Lender Rate Contracts shall be able to take any action in respect of this Guarantee Agreement nor instruct the Administrative Agent or the Required Lenders to take any action in respect of this Guarantee Agreement.

Section 20. Construction. This Guarantee Agreement is the result of negotiations among, and has been reviewed by, the Guarantor, the Administrative Agent and their respective counsel. Accordingly, this Guarantee Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Guarantor, the Administrative Agent or any other Secured Party.

Section 21. Interpretation. The provisions of Sections 1.04, 1.05, 1.07, 1.10 and 1.11 of the Credit Agreement are hereby incorporated into this Guarantee Agreement by reference.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Guarantor has caused this Guarantee Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

CHIQUITA BRANDS INTERNATIONAL, INC.
By
	Name:
	Title:

PARENT GUARANTEE AGREEMENT

EXHIBIT K

[FORM OF] SUBSIDIARY GUARANTEE AGREEMENT

THIS SUBSIDIARY GUARANTEE AGREEMENT (this “Guarantee Agreement”) dated as of March 31, 2008, is made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

RECITALS

A. Each of the Guarantors as of the time of execution hereof is a Subsidiary of Chiquita Brands L.L.C., a Delaware limited liability company (the “Company”).

B. Pursuant to that certain Credit Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement) by and among the Company, Chiquita Brands International, Inc., a New Jersey corporation (“CBII”), each of the Lenders party thereto from time to time, Coöperatieve Centrale Raiffeisen - Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), as Swing Line Lender, and as an L/C Issuer, and the other Persons party thereto, the Lenders are willing to make certain financial accommodations available to the Company from time to time pursuant to the terms and conditions thereof.

C. In order to induce the Lenders to enter into the Credit Agreement and the other Credit Documents and to induce the Lenders to make financial accommodations to the Company as provided for in the Credit Agreement, the Guarantors have agreed to execute and deliver this Guarantee Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit under the Credit Agreement and the Lenders or the Lenders’ Affiliates to enter into Lender Rate Contracts from time to time, each Guarantor, jointly and severally with each other Guarantor, hereby agrees as follows:

Section 1. Guarantee; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and prompt payment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Secured Obligations now or hereafter existing (including any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Secured Obligations),

whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Secured Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guarantee Agreement or any other Credit Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to any Secured Party under or in respect of the Credit Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

(b) Each Guarantor, and by its acceptance of this Guarantee Agreement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guarantee Agreement and the liabilities and obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee Agreement and the liabilities and obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the liabilities and obligations of each Guarantor under this Guarantee Agreement at any time shall be limited to the maximum amount as will result in the liabilities and obligations of such Guarantor under this Guarantee Agreement not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 6.01(f) or (g) of the Credit Agreement or the Bankruptcy Code, or any similar foreign, federal or state law for the relief of debtors.

(c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guarantee Agreement or any other Guarantee Agreement (other than the Parent Guarantee Agreement), such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor (other than the Parent Guarantor) and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Credit Documents.

(d) Notwithstanding anything to the contrary set forth herein, no Guarantor hereunder guarantees or shall guarantee, directly or indirectly, any Secured Obligations of CBII.

Section 2. Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The liabilities and obligations of each Guarantor under or in respect of this Guarantee Agreement are independent of the Guaranteed Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee Agreement, irrespective of whether any action is brought against the Company or any other Loan Party or whether the Company or any other Loan Party is joined in

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any such action or actions. The liability of each Guarantor under this Guarantee Agreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other liabilities or obligations of any other Loan Party under or in respect of the Credit Documents, or any other amendment or waiver of or any consent to departure from any Credit Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other Guarantee Agreement, for all or any of the Guaranteed Obligations;

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other liabilities or obligations of any Loan Party under the Credit Documents or any other assets of any Loan Party or any of its Subsidiaries;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

(g) the failure of any other Person to execute or deliver this Guarantee Agreement, any Guarantee Supplement (as hereinafter defined) or any other Guarantee Agreement or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

(h) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Guarantee Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or

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reorganization of the Company or any other Loan Party or otherwise, all as though such payment had not been made.

Section 3. Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guarantee Agreement and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guarantee Agreement and acknowledges that this Guarantee Agreement is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the liabilities or obligations of such Guarantor hereunder.

(d) Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guarantee Agreement, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Credit Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Company, any other Loan Party

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or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s liabilities or obligations under or in respect of this Guarantee Agreement or any other Credit Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Company, any other Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from the Company, any other Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement shall have been indefeasibly paid in full in cash, all Letters of Credit and all Lender Rate Contracts shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement, (b) the applicable Termination Date and (c) the latest date of expiration or termination of all Letters of Credit and all Lender Rate Contracts, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement, whether matured or unmatured, in accordance with the terms of the Credit Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guarantee Agreement thereafter arising. If (i) any Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement shall have been indefeasibly paid in full in cash, (iii) the applicable Termination Date shall have occurred and (iv) all Letters of Credit and all Lender Rate Contracts shall have expired or been terminated, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guarantee Agreement.

Section 5. Taxes on Payments. (a) Payments Free of Taxes. Any and all payments by or for the account of any Guarantor hereunder, or in respect of this Guarantee Agreement or any other Credit Document, shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding net income taxes (and franchise taxes imposed in lieu thereof) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction imposing such tax, levy, impost or withholding or any Governmental Authority, political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under this Guarantee Agreement being hereinafter referred to as “Taxes”). If any Guarantor shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable under this Guarantee Agreement or other Credit

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Documents to any Lender, (i) such Guarantor shall make all such deductions or withholdings, (ii) such Guarantor 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 such Guarantor shall be increased as may be necessary so that after such Guarantor, 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 5) 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 such Guarantor shall not be required to pay any additional amounts in respect of any Taxes pursuant to this Section 5(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 5(e) hereof, except to the extent that (x) such Lender (or its Assignee Lender, if any) was entitled, at the time of designation of a new lending office outside the US or a state thereof (or at the time of assignment to the Assignee Lender), to receive additional amounts from such Guarantor 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 Company’s request.

(b) Other Taxes. In addition, each Guarantor 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 Guarantee Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”).

(c) Indemnity. Each Guarantor 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 5, 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 such Lender’s or the 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 in respect of this Guarantee Agreement, such Guarantor shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing such payment.

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(e) Withholding Exemption Certificates. Within 30 days after becoming a party hereto and on or before the date, if any, that any 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 the Administrative Agent or any Guarantor (but only so long thereafter as such Lender remains lawfully able to do so): (i) each Lender that is a US Person that is not a “domestic” corporation (as defined in IRC Section 7701) shall provide each of the Administrative Agent and such Guarantor 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 reasonably satisfactory to the Administrative Agent and such Guarantor and (ii) each Lender that is organized under the laws of a jurisdiction outside the US shall provide each of the Administrative Agent and such Guarantor with (A) either (1) 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 such Guarantor or (2) a certificate that it is not (x) a “bank” (as defined in IRC Section 881(c)(3)(A)), (y) a 10% shareholder (within the meaning of IRC Section 871(h)(3)(B)) of such Guarantor or (z) a controlled foreign corporation related to such Guarantor (within the meaning of IRC Section 864(d)(4)), and (A) 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, and reasonably satisfactory to the Administrative Agent and such Guarantor. 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 5, or after the occurrence of any event requiring a change in the most recent forms or other documents delivered by such Lender. Each Lender shall promptly provide written notice to each of the Administrative Agent and such Guarantor 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 5(e) hereby represents, covenants and warrants the accuracy of the information provided therein.

(f) Tax Returns. Nothing contained in this Section 5 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 a Guarantor or with respect to which such Guarantor has paid additional amounts pursuant to this Section 5, it shall pay to such Guarantor an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by such Guarantor under this Section 5 with respect to the Taxes or

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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 such Guarantor, upon the request of the Administrative Agent or any such Lender, agrees to repay the amount paid over to such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or any such Lender in the event the Administrative Agent or any such Lender is required to repay such refund to such Governmental Authority. This Section 5(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 any Guarantor or any other Person.

Section 6. Representations and Warranties. As of the date hereof and as of the date of each Credit Event, each Guarantor represents to the Administrative Agent and the other Secured Parties, subject to the qualifications in Article IV and elsewhere of the Credit Agreement, that each of the representations and warranties applicable to it under the Credit Agreement 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 by such Guarantor.

Section 7. Covenants. Each Guarantor agrees to comply with and be bound by each of the covenants, agreements and conditions in the Credit Agreement applicable to it as if such Guarantor were a party to the Credit Agreement.

Section 8. Amendments, Guarantee Supplements, Etc. (a) Neither this Guarantee Agreement nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written agreement signed by an authorized officer of the Administrative Agent, on behalf of itself and the other Secured Parties. The Administrative Agent shall not by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and signed by an authorized officer of the Administrative Agent. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by the Administrative Agent of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which the Administrative Agent would otherwise have on any future occasion, whether similar in kind or otherwise.

(b) Upon the execution and delivery by any Person of a guarantee supplement in substantially the form of Exhibit A hereto (each, a “Guarantee Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guarantee Agreement to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Credit Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and

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(ii) each reference herein to “this Guarantee Agreement”, “hereunder”, “hereof” or words of like import referring to this Guarantee Agreement, and each reference in any other Credit Document to the “Subsidiary Guarantee Agreement”, “thereunder”, “thereof” or words of like import referring to this Guarantee Agreement, shall mean and be a reference to this Guarantee Agreement as supplemented by such Guarantee Supplement.

Section 9. Notices, Etc. All notices required or permitted to be given under this Guaranty Agreement shall be in conformance with Section 8.01 of the Credit Agreement; all notices to the Administrative Agent shall be sent to the address of the Administrative Agent set forth on Schedule IV to the Credit Agreement, all notices to a Lender shall be sent to the address of such Lender set forth on the Register and all notices to any Guarantor shall be sent to such Guarantor’s address as set forth on Schedule 9 hereof.

Section 10. No Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11. Right of Set-off. In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, with the prior consent of the Administrative Agent but without prior notice to or consent of any Guarantor, any such notice and consent being expressly waived by such Guarantor 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 such Guarantor. The aforesaid right of set-off may be exercised by such Lender against any Guarantor or against any trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of such Guarantor or against anyone else claiming through or against such Guarantor 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 such Guarantor 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 12. Survival. Without prejudice to the survival of any of the other agreements of any Guarantor under this Guarantee Agreement or any of the other Credit Documents, the agreements and obligations of each Guarantor contained in Section 1(a) (with respect to enforcement expenses), the last sentence of Section 2, Section 5 and this Section 12 shall survive the indefeasible payment in full of the Guaranteed Obligations and all of the other amounts payable under this Guarantee Agreement.

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Section 13. Subordination. Each Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 13:

(a) Prohibited Payments, Etc. Each Guarantor may receive regularly scheduled payments from any other Loan Party on account of the Subordinated Obligations unless an Event of Default has occurred and is continuing that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), and the Administrative Agent has delivered notice to CBII that such payments may not be made or received. After the occurrence and during the continuance of any Event of Default that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) and delivery of such notice, however, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(b) Prior Payment of Guaranteed Obligations. In any proceeding under any Debtor Relief Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive indefeasible payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Debtor Relief Law, whether or not constituting an allowed claim in such proceeding (“Post-Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

(c) Turn-Over. After the occurrence and during the continuance of any Event of Default that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) and delivery by the Administrative Agent of the notice described in Section 13(a), each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guarantee Agreement.

(d) Administrative Agent Authorization. After the occurrence and during the continuance of any Event of Default that has not been waived in accordance with Section 8.04 of the Credit Agreement (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) and delivery by the Administrative Agent of the notice described in Section 13(a), the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post-Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to

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submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all Post-Petition Interest).

Section 14. Continuing Guarantee; Assignments under the Credit Agreement. This Guarantee Agreement is a continuing Guarantee and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement, (ii) the applicable Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit and all Lender Rate Contracts, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 8.05 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Administrative Agent and the requisite Lenders required under Section 8.04 of the Credit Agreement.

Section 15. Execution in Counterparts. This Guarantee Agreement and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or other electronic transmission of an executed counterpart of this Guaranty Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

Section 16. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Agreement 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.

(b) Submission to Jurisdiction. Each Guarantor 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 Guarantee Agreement may be brought against such party in any such courts. Final judgment against any Guarantor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the

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judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 16(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise sue each Guarantor in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon each Guarantor in any manner authorized by the laws of any such jurisdiction. Each Guarantor 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. Each Guarantor 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 Guarantee 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 Guarantee Agreement or any other Credit Document to post security for the costs of each Guarantor or to post a bond or to take similar action.

(c) EACH OF THE GUARANTORS AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, 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 GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

Section 17. No Liability of the Administrative Agent. Neither the Administrative Agent nor any other Secured Party shall have any liability to any Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by such Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Guarantee Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non appealable judgment or court order binding on the Administrative Agent and such other Secured Party, as the case may be, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct of the Administrative Agent or such other Secured Party, as the case may be, as determined by a final non-appealable judgment of a court of competent jurisdiction. In any such litigation, each of the Administrative Agent and the other Secured Parties shall be entitled to the benefit of the rebuttable presumption each of the Administrative Agent and the other Secured Parties acted in good faith and with the exercise of ordinary care in the performance by it of the terms of the Credit Agreement and the other Credit Documents.

Section 18. Partial Invalidity. If at any time any provision of this Guarantee Agreement is or becomes illegal, invalid or unenforceable in any respect under the law or any jurisdiction, neither the legality,

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validity or enforceability of the remaining provisions of this Guaranty 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 19. Release of Liability of Guarantor. In the event that all of the capital stock or other Equity Interests of one or more Guarantors is sold or otherwise disposed of (except to any of the CBII Entities) or liquidated in compliance with the requirements of the Credit Agreement and the proceeds of such sale, disposition or liquidation are applied as permitted or required by the terms of the Credit Agreement, such Guarantor shall, upon consummation of such sale or other disposition, be released from this Guarantee Agreement automatically and without further action and this Guarantee Agreement shall, as to each such Guarantor, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Equity Interests of any Guarantor shall be deemed to be a sale of such Guarantor for purposes of this Section 19).

Section 20. Lender Rate Contracts. So long as the terms thereof are in compliance with the Credit Agreement, each Lender Rate Contract shall be guaranteed by this Guarantee Agreement to the extent, and, notwithstanding any other provision, if any, in this Guarantee Agreement, only to the extent provided in the Credit Agreement, including Section 7.07 of the Credit Agreement. Such guarantee shall be on a silent basis, so that, notwithstanding any other provision, if any, in this Guarantee Agreement, the Credit Agreement or any other Credit Document, no holders of Lender Rate Contracts shall be able to take any action in respect of this Guarantee Agreement nor instruct the Administrative Agent or the Required Lenders to take any action in respect of this Guarantee Agreement.

Section 21. Construction. This Guarantee Agreement is the result of negotiations among, and has been reviewed by, the Guarantors, the Administrative Agent and their respective counsel. Accordingly, this Guarantee Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Guarantors, the Administrative Agent or any other Secured Party.

Section 22. Interpretation. The provisions of Sections 1.04, 1.05, 1.07, 1.10 and 1.11 of the Credit Agreement are hereby incorporated into this Guarantee Agreement by reference.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, each Guarantor has caused this Guarantee Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

SUBSIDIARY GUARANTORS:

AMERICAN PRODUCE COMPANY

By:

Name:

Title:

B C SYSTEMS, INC.

By:

Name:

Title:

BOCAS FRUIT CO. L.L.C.

By:

Name:

Title:

CHIQUITA BANANA COMPANY B.V.

By:

Name:

Title:

CHIQUITA FRESH NORTH AMERICA L.L.C.

By:

Name:

Title:

SUBSIDIARY GUARANTEE AGREEMENT

CHIQUITA INTERNATIONAL LIMITED

By:

Name:

Title:

COAST CITRUS DISTRIBUTORS HOLDING COMPANY

By:

Name:

Title:

COMPAÑIA BANANERA ATLANTICA
LIMITADA

By:

Name:

Title:

FRESH EXPRESS INCORPORATED

By:

Name:

Title:

FRESH HOLDING C.V.

By:

Name:

Title:

SUBSIDIARY GUARANTEE AGREEMENT

FRESH INTERNATIONAL CORP.

By:

Name:

Title:

GREAT WHITE FLEET LTD.

By:

Name:

Title:

TELA RAILROAD COMPANY LIMITED

By:

Name:

Title:

TRANSFRESH CORPORATION

By:

Name:

Title:

VERDELLI FARMS, INC.

By:

Name:

Title:

SUBSIDIARY GUARANTEE AGREEMENT

Exhibit A

To The

Subsidiary Guarantee

FORM OF SUBSIDIARY GUARANTEE SUPPLEMENT

                    ,         

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,

“Rabobank Nederland”, New York Branch, as Administrative Agent

245 Park Avenue

New York, NY 10167-0062

Attention: Loan Syndications

Telecopy No.: 201-499-5326 or 201-499-5327

Re: Credit Agreement dated as of March 31, 2008, by and among Chiquita Brands L.L.C., a Delaware limited liability company (the “Company”), Chiquita Brands International, Inc., a New Jersey corporation (“CBII”), the Lenders party to the Credit Agreement, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent, and the other Persons party thereto

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to that certain Subsidiary Guarantee Agreement dated as of the date thereof made by the Subsidiary Guarantors party thereto (as amended, supplemented or otherwise modified from time to time, together with this Subsidiary Guarantee Supplement, being the “Subsidiary Guarantee Agreement”). The capitalized terms defined in the Subsidiary Guarantee Agreement or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guarantee; Limitation of Liability.

(a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees the full and prompt payment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Secured Obligations now or hereafter existing (including any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Secured Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Secured Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Subsidiary Guaranty Supplement, the Subsidiary Guarantee Agreement or any other Credit Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the

Guaranteed Obligations and would be owed by the Company to any Secured Party under or in respect of the Credit Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

(b) The undersigned, and by its acceptance of this Subsidiary Guarantee Supplement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Subsidiary Guarantee Supplement, the Subsidiary Guarantee Agreement and the liabilities and obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Subsidiary Guarantee Supplement, the Subsidiary Guarantee Agreement and the liabilities and obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the liabilities and obligations of the undersigned under this Subsidiary Guarantee Supplement and the Subsidiary Guarantee Agreement at any time shall be limited to the maximum amount as will result in the liabilities and obligations of the undersigned under this Guarantee Supplement and the Subsidiary Guarantee Agreement not constituting a fraudulent transfer or conveyance.

(c) The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Subsidiary Guarantee Supplement, the Subsidiary Guarantee Agreement, or any other Guarantee Agreement (other than the Parent Guarantee Agreement), the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor other than the Parent Guarantor) and each other guarantor (so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Credit Documents.

(d) Notwithstanding anything to the contrary set forth herein, the undersigned does not guarantee and shall not guarantee, directly or indirectly, any Secured Obligations of CBII.

Section 2. Obligations Under the Guarantee. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Subsidiary Guarantee Agreement to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Subsidiary Guarantee Agreement to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Credit Document to a “Subsidiary Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.

Section 3. Representations and Warranties. The undersigned hereby makes each representation and warranty set forth in Section 6 of the Subsidiary Guarantee Agreement to the same extent as each other Guarantor.

Section 4. Execution in Counterparts.

SUBSIDIARY GUARANTEE AGREEMENT

This Subsidiary Guarantee Supplement may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or other electronic transmission of an executed counterpart of this Subsidiary Guarantee Supplement shall be deemed to constitute due and sufficient delivery of such counterpart.

Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.

(a) This Guarantee Supplement 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.

(b) The undersigned 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 Guarantee Supplement may be brought against it in any such courts. Final judgment against the undersigned in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise sue the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned 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 undersigned 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 Guarantee Supplement, the Subsidiary Guarantee 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 Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action.

SUBSIDIARY GUARANTEE AGREEMENT

(c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, 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 GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

Very truly yours,
[NAME OF ADDITIONAL GUARANTOR]
By
	Title:

SCHEDULE 9

ADDRESSES OF GUARANTORS

SUBSIDIARY GUARANTEE AGREEMENT

EXHIBIT L

[FORM OF] SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among CHIQUITA BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).

RECITALS

A. Pursuant to that certain Credit Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Company, Chiquita Brands International, Inc., a New Jersey corporation (“CBII”), each of the Lenders party thereto from time to time, Rabobank, as Administrative Agent (in such capacity, the “Administrative Agent”), as Swing Line Lender, and as an L/C Issuer, and the other Persons party thereto, the Lenders are willing to make certain financial accommodations available to the Company from time to time pursuant to the terms and conditions thereof.

B. The Administrative Agent has agreed to act as the Collateral Agent for the benefit of the Secured Parties in connection with the transactions contemplated by this Security Agreement.

C. In order to induce the Lenders to enter into the Credit Agreement and the other Credit Documents and to induce the Lenders to make financial accommodations to the Company as provided for in the Credit Agreement, the Obligors have agreed to execute and deliver this Security Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I. DEFINITIONS AND INTERPRETATION.

1.01 Definitions.

Unless otherwise defined herein, (a) capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, (b) terms used herein and defined in the UCC shall have the meaning given in the UCC (to the extent not explicitly set forth herein) and (c) the following capitalized terms shall have the following meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined):

“Account” means any “account,” as such term is defined in Section 9-102(a)(2) of the UCC (or any other then applicable provision of the UCC), now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest and, in any event, shall include all accounts receivable, book debts and other forms of rights to receive payment (other than forms of rights to receive payment evidenced by Chattel Paper or Instruments) now owned or hereafter received or acquired by or belonging or owing to any Obligor (including under any trade name, style or division thereof) whether arising out of goods sold or services rendered by any Obligor or from any other transaction, whether or not the same involves the sale of goods or services by any Obligor (including any such obligation which may be characterized as an account or contract right under the UCC) and all of any such Obligor’s rights in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or services, and all of any such Obligor’s rights to any goods represented by any of the foregoing (including unpaid seller’s rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to any such Obligor under all purchase orders and contracts for the sale of goods or the performance of services or both by any such Obligor (whether or not yet earned by performance on the part of any such Obligor or in connection with any other transaction), now in existence or hereafter occurring, including the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing.

“Cash” means all cash or currency of the US that is legal tender for all public and private debts.

“Chattel Paper” means any “chattel paper,” as such term is defined in Section 9-102(a)(11) of the UCC (or any other then applicable provision of the UCC), including electronic chattel paper and tangible chattel paper, in each case, now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest.

“Collateral” shall have the meaning assigned to such term in Section 2.01 of this Security Agreement.

“Commercial Tort Claim” means any “commercial tort claim,” as such term is defined in Section 9-102(a)(13) of the UCC (or any other then applicable provision of the UCC), including any Commercial Tort Claims referred to in Schedule 4.16 to this Security Agreement.

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest, including any Copyright Licenses referred to in Schedule 3.06 to this Security Agreement.

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“Copyrights” means all of the following now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest: (a) all copyrights, whether registered or unregistered, held pursuant to the laws of the US, any state thereof or of any other jurisdiction, including any Non-US jurisdiction; (b) registrations, applications and recordings therefor in the US Copyright Office or in any similar office or agency of the US, any state thereof or any other jurisdiction, including any Non-US jurisdiction; (c) any continuations, renewals or extensions thereof; and (d) any registrations to be issued in any pending applications, including any thereof referred to in Schedule 3.06 to this Security Agreement.

“Deposit Account” means any “deposit account” as such term is defined in Section 9-102(a)(29) of the UCC (or any other then applicable provision of the UCC), including any demand, time, savings passbook or like account, now or hereafter maintained by or for the benefit of any Obligor, or in which any Obligor now holds or hereafter acquires any interest, with a bank, savings and loan association, credit union or like organization (including the Administrative Agent and the Collateral Agent or any Affiliate thereof) and all funds and amounts therein, whether or not restricted or designated for a particular purpose.

“Documents” means any “documents,” as such term is defined in Section 9-102(a)(30) of the UCC (or any other then applicable provision of the UCC), now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest.

“Equipment” means any “equipment,” as such term is defined in Section 9-102(a)(33) of the UCC (or any other then applicable provision of the UCC), now or hereafter owned or acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest and, including all machinery, equipment, fixtures, signage, furniture, furnishings, trade fixtures, vehicles, trucks, mainframe, personal and other computers, terminals and printers and related components and accessories, all copiers, telephonic, video, electronic data-processing, data storage equipment and other similar equipment of any nature whatsoever, and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Farm Products” means any “farm products” as such term is defined in Section 9-102(a)(34) of the UCC, now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest.

“Fixtures” means any “fixtures” as such term is defined in Section 9-102(a)(41) of the UCC, now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest.

“Foreign Subsidiary” means any Subsidiary that is not organized under the laws of the US or any state thereof.

“General Intangibles” means any “general intangibles”, as such term is defined in Section 9-102(a)(42) of the UCC (or any other then applicable provision of the UCC), now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter

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acquires any interest and, in any event, shall include all right, title and interest which any Obligor may now or hereafter have in or under any contract, undertaking, franchise agreement or other agreement (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which any Obligor may now or hereafter have any right, title or interest, including, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof, all customer lists, Copyrights, Trademarks, Patents and other Intellectual Property of any kind or nature, including under or pursuant to any License, all proprietary or confidential information, inventions (whether or not patented or patentable), interests in limited liability companies, partnerships, joint ventures and other business associations, permits, books and records, goodwill (including the goodwill associated with any Trademark, Trademark registration or Trademark licensed under any Trademark License), claims in or under insurance policies, including unearned premiums, Payment Intangibles, Software, Cash and other forms of money or currency, rights to sue for past, present and future infringement of Copyrights, Trademarks and Patents, rights to receive tax refunds and other payments and rights of indemnification.

“Instruments” means any “instrument,” as such term is defined in Section 9-102(a)(47) of the UCC (or any other then applicable provision of the UCC), now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest, including all notes and all other evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.

“Intellectual Property” means all intellectual property of any kind or nature, including all Copyrights, Copyright Licenses, Trademarks, Trademark Licenses, Patents, Patent Licenses, trade secrets, mask works, source code, customer lists, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, databases, data, skill, expertise, recipes, experience, processes, models, drawings, materials and records.

“Inventory” means any “inventory,” as such term is defined in Section 9-102(a)(48) of the UCC (or any other then applicable provision of the UCC), wherever located, now or hereafter owned or acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest, and, including all inventory, goods and other personal property which are held by or on behalf of any Obligor for sale or lease or are furnished or are to be furnished under a contract of service or which constitute raw materials, work in process or materials used or consumed or to be used or consumed in any Obligor’s business, or the processing, packaging, promotion, delivery or shipping of the same, and all finished goods whether or not such inventory is listed on any schedules, assignments or reports furnished to the Collateral Agent or the other Secured Parties from time to time and whether or not the same is in transit or in the constructive, actual or exclusive occupancy or possession of any Obligor or is held by any Obligor or by others for any Obligor’s account, including all goods covered by purchase orders and contracts with suppliers and all goods billed and held by suppliers and all inventory of any Obligor which may be located on the premises of any such Obligor or of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or other persons.

“Investment Property” means any “investment property,” as such term is defined in Section 9-102(a)(49) of the UCC (or any other then applicable provision of the UCC), now

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owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest, including all certificated securities, uncertificated securities, security entitlements, Securities Accounts, commodity contracts and commodity accounts as each such term not otherwise defined herein is defined in the UCC or any other then applicable provision of the UCC.

“Letter-of-Credit Right” means “letter-of-credit right,” as such term is defined in Section 9-102(a)(51) of the UCC (or any other then applicable provision of the UCC) now or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest.

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests in Intellectual Property now held or hereafter acquired by or in which any Obligor now holds or hereafter acquires any interest, and any renewals or extensions thereof.

“New Obligor” shall have the meaning given to that term in Section 11.17 of this Security Agreement.

“Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest, including any Patent Licenses set forth in Schedule 3.06 to this Security Agreement.

“Patents” means all of the following now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest: (a) letters patent of, or rights corresponding thereto in, the US or any other country or jurisdiction, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto in, the US or any other country or jurisdiction, including registrations, recordings and applications in the US Patent and Trademark Office or in any similar office or agency of the US or any other country or jurisdiction; (b) all reissues, continuations, continuations-in-part or extensions thereof; (c) all divisionals; and (d) all patents to issue in any such applications, including any thereof referred to in Schedule 3.06.

“Payment Intangible” means “payment intangible,” as such term is defined in Section 9-102(a)(61) of the UCC (or any other then applicable provision of the UCC) now or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest.

“Proceeds” means “proceeds,” as such term is defined in Section 9-102(a)(64) of the UCC (or any other then applicable provision of the UCC), and, including (a) any and all Accounts, Chattel Paper, Instruments, Cash or other forms of money or currency or other proceeds payable to any Obligor from time to time in respect of the Collateral, (b) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to any Obligor from time to time with respect to any of the Collateral, (c) any and all payments (in any form whatsoever) made or due and payable to any Obligor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any

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Governmental Authority (or any Person acting under color of Governmental Authority), (d) any claim of any Obligor against third parties (i) for past, present or future infringement of any Copyright, Patent, Copyright License or Patent License or (ii) for past, present or future infringement or dilution of any Trademark or Trademark License or for injury to the goodwill associated with any Trademark, Trademark registration or Trademark licensed under any Trademark License, (e) all certificates, dividends, Cash, Instruments and other property received or distributed in respect of or in exchange for any Investment Property, and (f) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Receivables” means, collectively, all Accounts, General Intangibles, Instruments, Chattel Paper and Letter-of-Credit Rights.

“Securities Account” means “securities account,” as such term is defined in Section 8-501(a) of the UCC (or any other then applicable provision of the UCC) now or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest.

“Software” means “software,” as such term is defined in Section 9-102(a)(75) of the UCC (or any other then applicable provision of the UCC) now or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest.

“Supporting Obligation” means “supporting obligation,” as such term is defined in Section 9-102(a)(77) of the UCC (or any other then applicable provision of the UCC) now or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest.

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest, including any Trademark License set forth in Schedule 3.06 to this Security Agreement.

“Trademarks” means any of the following now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest: (a) any and all trademarks, tradenames, corporate names, business names, trade dress, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and General Intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and any applications in connection therewith, including registrations, recordings and applications in the US Patent and Trademark Office or in any similar office or agency of the US, any State thereof or any other country or any political subdivision thereof and (b) any reissues, extensions or renewals thereof.

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided that, in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s or any other Secured Party’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 “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the

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provisions hereof relating to such perfection or priority and for purposes of definitions related to such provisions.

“Work” means any work which is subject to copyright protection pursuant to Title 17 of the US Code.

1.02 References. References in this Security Agreement to “Articles”, “Recitals”, “Sections”, “Paragraphs”, “Exhibits” and “Schedules” are to articles, recitals, sections, paragraphs, exhibits and schedules herein and hereto unless otherwise indicated.

1.03 Interpretation.

(a) The provisions of Sections 1.04, 1.05, 1.07, 1.10 and 1.11 of the Credit Agreement are hereby incorporated into this Security Agreement by reference.

(b) Notwithstanding anything to the contrary in this Security Agreement and the rights and obligations of the parties hereto, this Security Agreement shall be subject to, and limited by, the provisos of Section 2.14 of the Credit Agreement, and to the extent of any inconsistency between the terms of this Security Agreement and the terms of the provisos of Section 2.14 of the Credit Agreement, the provisos of Section 2.14 of the Credit Agreement shall govern and control.

ARTICLE II. GRANT OF SECURITY INTEREST AND LIEN IN THE COLLATERAL.

2.01 Grant. Each Obligor, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations owed by such Obligor, hereby grants to the Collateral Agent, for the benefit of itself and the other Secured Parties, a continuing security interest and Lien in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):

(a) all Accounts;

(b) all Cash, Temporary Cash Investments or other assets of each Obligor that now or hereafter come into the possession, custody, or control of the Collateral Agent or any other Secured Party;

(c) all Chattel Paper;

(d) all Commercial Tort Claims;

(e) all Deposit Accounts, including all lockbox, restricted or other accounts;

(f) all Documents;

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(g) all Equipment;

(h) all Farm Products;

(i) all Fixtures;

(j) all General Intangibles;

(k) all Instruments, including the Pledged Intercompany Notes;

(l) all Intellectual Property;

(m) all Inventory;

(n) all Investment Property;

(o) all Letter-of-Credit Rights and all Supporting Obligations;

(p) all Supporting Obligations;

(q) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and

(r) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing.

2.02 Excluded Collateral. Anything contained in this Security Agreement to the contrary notwithstanding, the term “Collateral” shall not include (a) any Equipment or Intellectual Property that is now or hereafter held by any Obligor as a lessee, licensee, or debtor under purchase money secured financing or a Capital Lease, to the extent that: (i) as a result of the grant of a security interest or Lien therein, such Obligor’s rights in or with respect to such asset would be forfeited or such Obligor would be deemed to have breached or defaulted under the applicable lease, license, or other agreement; and (ii) any such restriction is effective and enforceable under applicable law, including after giving full effect to Section 9-406 of the UCC, (b) except as otherwise provided in the Credit Agreement, more than 65% of the voting Equity Securities of any Foreign Subsidiary of an Obligor or (c) any intent-to-use US trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the US Patent and Trademark Office (provided that each such intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance); provided, however, that the term “Collateral” shall include (1) any and all Proceeds of such assets referred to in clause (a) of this Section 2.02, and (2) such assets referred to in clause (a) of this Section 2.02 at any time that the restrictions in the lease, license, or other agreement are no longer effective or enforceable (including as a result of the exercise of an option to purchase or the repayment of the secured financing) or at any time that the applicable lessor, licensor or other applicable party’s

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consent is obtained to the grant of a security interest and Lien in and to such asset in favor of the Collateral Agent, for the benefit of the Secured Parties.

2.03 Collateral for the Secured Obligations. Each Obligor and the Collateral Agent, on behalf of itself and the other Secured Parties, hereby acknowledges and agrees that the security interest and Lien created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising, and (b) is not to be construed as an assignment or sale of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

2.04 Subsidiaries of CBII and Secured Obligations of CBII. Notwithstanding anything contained in this Security Agreement, no Subsidiary of CBII shall be deemed to have granted by reason of this Security Agreement or any of the other Credit Documents any Lien on any of its property or assets to secure any Secured Obligations of CBII.

ARTICLE III. REPRESENTATIONS AND WARRANTIES.

Each Obligor hereby represents and warrants to the Collateral Agent and the other Secured Parties as follows:

3.01 Chief Executive Office; Books & Records. Each Obligor’s chief executive office and chief place of business is (and for the prior four months each such chief executive office or chief place of business has been) located at the locations set forth on Schedule 3.01 or as otherwise provided in or permitted by the Credit Agreement and Section 4.04, and each Obligor keeps its books and records at such locations.

3.02 Exact Legal Name and Identification Number. Each Obligor’s exact legal name is as identified on Schedule 3.02 and no Obligor has in the past four months changed its name, been party to a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3.02, or as otherwise permitted by the Credit Agreement or this Security Agreement and for which the Collateral Agent has received written notice and updated schedules. The Federal Employee Identification Number and state organizational number of each Obligor is identified on Schedule 3.02.

3.03 Ownership of Collateral. Each Obligor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.

3.04 Filing of Financing Statements. This Security Agreement creates a valid security interest and Lien, in favor of the Collateral Agent and the other Secured Parties, in the Collateral of such Obligor to the extent

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that a valid security interest and lien in such Collateral may be created under applicable law of the US and any states thereof and, when properly perfected by filing financing statements (but not fixture (other than with respect to Fixtures on real property on which the Collateral Agent has a Mortgage), crop, timber, mineral, or other similar filings) in all applicable governmental offices, shall constitute a valid and, to the extent such perfection is governed by the law of a jurisdiction in the US, perfected first priority security interest and Lien in such Collateral, to the extent such security interest or Lien can be perfected by such a filing under the UCC, free and clear of all Liens except to the extent Permitted Liens have priority as expressly permitted under the Credit Agreement, and is enforceable as such against creditors of and purchasers from the Obligors.

3.05 Pledged Intercompany Notes. All Pledged Intercompany Notes from CBII to the Company existing on or after the Effective Date with respect to which a security interest or Lien may be perfected by the Collateral Agent’s taking possession thereof are set forth on Schedule 3.05. All action necessary to protect and perfect such security interest or Lien in each item set forth on Schedule 3.05, including the delivery of all original Pledged Intercompany Notes to the Collateral Agent, has been duly taken. The security interest and Lien of the Collateral Agent in the Pledged Intercompany Notes is taken free from adverse claims upon the Collateral Agent taking possession thereof in good faith and without any notice of any adverse claims and is prior in right and interest to, and free from adverse claims of, all other security interests or Liens, except to the extent Permitted Liens have priority as expressly permitted under the Credit Agreement, and is enforceable as such against creditors of and purchasers from the Company.

3.06 Copyrights, Patents, Trade Secrets and Trademarks.

(a) Schedule 3.06, as modified from time to time pursuant to Section 5.01(a)(vi) of the Credit Agreement, is a list of all US registered Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by the Obligors and used in the business of CBII or any Borrower Entity, and all other registered material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by the Obligors.

(b) The operation of each Obligor’s business as currently conducted and its use of Intellectual Property in connection therewith do not conflict with, infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party, except where such infringement, misappropriation, dilution, misuse or violation could not reasonably be expected to have a Material Adverse Effect. To the best of each Obligor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, dilutes, misuses or otherwise violates the US IP Collateral or such Obligor’s rights in or use thereof, except where such infringement, misappropriation, dilution, misuse or violation could not reasonably be expected to have a Material Adverse Effect.

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(c) The consummation of the transactions contemplated by the Credit Documents will not result in the termination of any of the US IP Collateral.

(d) To the best of each Obligor’s knowledge, each material Copyright, Copyright License, Patent, Patent License, Trademark, Trademark License and trade secret of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned.

(e) Except as set forth in Schedule 3.06 or as permitted by the Credit Agreement, no material Copyright, Patent or Trademark is the subject of any licensing or franchise agreement, release, covenant not to sue, or assurance of non-assertion.

(f) No judicial or extra judicial holding, decision or judgment has been rendered which would limit, cancel or question the validity of any material Copyright, Patent or Trademark, except where such holding, decision or judgment could not reasonably be expected to materially impair the value of the Collateral consisting of Intellectual Property, taken as a whole.

(g) No judicial or extra judicial action or proceeding is pending or, to the best of each Obligor’s knowledge, threatened that seeks to limit, cancel or question the validity of any material Copyright, Patent or Trademark, other than those actions or proceedings that, individually or in the aggregate, if adversely determined, could not reasonably be expected to have a Material Adverse Effect.

(h) All applications for registration listed on Schedule 3.06, as modified from time to time pursuant to Section 5.01(a)(vi) of the Credit Agreement, pertaining to any material Copyright, Patent or Trademark have been duly and properly filed, and all registrations or letters pertaining to such material Copyrights, Patents and Trademarks have been duly and properly filed, and, to the best of each Obligor’s knowledge, all of such material Copyrights, Patents and Trademarks are valid and enforceable.

(i) Except as permitted by the Credit Agreement, no Obligor has made any assignment or agreement in conflict with the security interest and Lien in the US IP Collateral used in the business of CBII or any Borrower Entity or any other material Copyrights, Patents or Trademarks granted hereunder.

(j) (i) Each Obligor has rights in and good and defensible title to the material Trademarks and Trademark Licenses, material Patents and Patent Licenses, and material Copyrights and Copyright Licenses listed on the Schedules attached hereto as owned by it, (ii) with respect to the material Trademarks and Trademark Licenses, material Patent and Patent Licenses, and material Copyright and Copyright Licenses shown on Schedule 3.06 as owned by it, such Obligor is the sole and exclusive owner thereof, free and clear of any Liens except licenses set forth on Schedule 3.06 or permitted by the Credit Agreement and rights of others permitted by the Credit Agreement, including licenses, registered user agreements and covenants by such Obligor not to sue third persons, and (iii) each material Trademark License, Copyright License and Patent License is in full force and effect, no Obligor is in material default of any of its obligations thereunder and, other than (A) the parties to such material Trademark License, Copyright License and Patent License, or (B) in the case of any non-exclusive Trademark

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License, Copyright License and Patent License, the parties to any other such non-exclusive Trademark License, Copyright License and Patent License, no other Person has any rights in or to any of the material Trademarks, Copyrights or Patents.

(k) Each Obligor has good title to the material trade secrets owned by it. Each Obligor has exercised reasonable conduct and precautions to protect and maintain the secrecy, confidentiality, and value of its material trade secrets, and will, during the term of this Security Agreement continue to do so. To the best of each Obligor’s knowledge, none of the trade secrets of such Obligor has been used, divulged, disclosed or appropriated to the detriment of such Obligor. To the best of each Obligor’s knowledge, no employee, independent contractor or agent of such Obligor (i) has misappropriated any trade secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Obligor, or (ii) is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Obligor’s Intellectual Property. No trade secret is the subject of any adverse claim against any Obligor. Subject to the obligation of confidentiality set forth in separate agreements between the Company and each Secured Party, each Obligor shall provide such Secured Party, upon request, with any and all necessary documentation relating to any trade secrets in sufficient and accurate detail and content as may be necessary to identify and explain it in order for the Collateral Agent, on behalf of itself and the other Secured Parties, to exercise its rights hereunder.

ARTICLE IV. COVENANTS.

Each Obligor covenants that, so long as any of the Secured Obligations (other than Unaccrued Indemnity Claims) remain outstanding or any Credit Document in respect of the Secured Obligations is in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments in respect of the Revolving Loan Facility, the Swing Line Sublimit, the Letter of Credit Sublimit and the Term Loan Facility shall have been terminated, such Obligor shall:

4.01 Other Liens. Defend the Collateral against the claims and demands of all other parties claiming an interest therein, keep the Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of the Collateral or any interest therein in violation of the Credit Agreement.

4.02 Preservation of Collateral. Keep the Collateral in good order, condition and repair, ordinary wear and tear excepted, and not use the Collateral in violation of the provisions of this Security Agreement, any other Credit Document or any other agreement relating to the Collateral, any policy insuring the Collateral or any applicable statute, law, bylaw, rule, regulation or ordinance except where such violation of any such other agreement relating to the Collateral or such policy, statute, law, bylaw, rule, regulation or ordinance could not reasonably be expected to have a Material Adverse

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Effect. Notwithstanding any provision herein to the contrary, the Obligors may dispose of any assets as and to the extent not prohibited by the Credit Agreement.

4.03 Pledged Intercompany Notes. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Pledged Intercompany Note from CBII to the Company, immediately deliver such Pledged Intercompany Note to the Collateral Agent, for the benefit of itself and the other Secured Parties, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Security Agreement (and Schedule 3.05 shall be deemed updated to reflect any additional Pledged Intercompany Notes).

4.04 Change in Location. Not (a) without providing 10 days prior written notice to the Collateral Agent and without filing such amendments to any previously filed financing statements and executing any other agreements as the Collateral Agent may require, change the location of its chief executive office and chief place of business (as well as its books and records) from the locations set forth on Schedule 3.01, or (b) be party to a merger, consolidation or other change in structure except as permitted by the Credit Agreement.

4.05 Change in Name. Not change any Obligor’s name, Federal Employee Identification Number, state organizational number or identity in any manner which might make any financing or continuation statement filed in connection herewith fail to sufficiently provide the name of the debtor within the meaning of Section 9-503 of the UCC (or any other then applicable provision of the UCC); provided, however, that any Obligor may change such matter to the extent not prohibited by the Credit Agreement so long as (a) such Obligor gives at least 10 days prior written notice to the Collateral Agent of such change and (b) at the time of such written notification, such Obligor provides any financing statements or financing statement amendments necessary to perfect and continue perfecting the Liens of the Collateral Agent and the other Secured Parties.

4.06 Inspection. The Collateral Agent shall have the right to inspect, among other things, the Collateral in accordance with Section 5.01(c) of the Credit Agreement.

4.07 Perfection of Security Interest and Liens.

(a) Execute and deliver to the Collateral Agent, for the benefit of itself and the other Secured Parties, such agreements, collateral assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary or appropriate:

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(i) to assure the Collateral Agent of the validity and priority of its security interests and Liens hereunder, which shall be limited to:

(A) in respect of all now owned and hereafter acquired tangible and intangible personal property assets of each Obligor (1) in which a security interest and Lien may be perfected by filing a financing statement, the filing of such financing statements (but not fixture (other than with respect to Fixtures on real property on which the Collateral Agent has a Mortgage), crop, timber, mineral, or other similar filings), including renewal statements or amendments thereof or supplements thereto or other instruments that the Collateral Agent may from time to time reasonably request and (2) in which a security interest and Lien may be perfected by lockbox, blocked account, dominion of funds arrangements, and/or control agreements, the execution and delivery, upon the occurrence and during the continuance of an Event of Default, of such lockbox, blocked account, dominion of funds arrangements and/or control agreements that the Collateral Agent shall deem advisable in the best interest of the Secured Parties, in each case in order to perfect and maintain the security interests and Liens granted hereunder in accordance with the UCC,

(B) the delivery, in accordance with Section 3.05, of the Pledged Intercompany Notes,

(C) in respect of US Copyrights, the execution and delivery of a Copyright Security Agreement for filing with the US Copyright Office,

(D) in respect of US Patents, the execution and delivery of a Patent Security Agreement for filing with the US Patent and Trademark Office,

(E) in respect of all Trademarks that are the subject of a US trademark registration or a US application for registration (other any intent-to-use US trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the US Patent and Trademark Office and that does not constitute Collateral), the execution and delivery of a Trademark Security Agreement for filing with the US Patent and Trademark Office,

(F) in respect of the Trademarks that are subject to registrations or applications for registrations in Non-US jurisdictions, as those Trademarks and jurisdictions are set forth in Schedule 4.07:

(1) promptly attend to recordation in the trademark offices in those jurisdictions set forth in Schedule 4.07 to record the security interests and Liens contemplated hereunder, and in any case submit such recordations to such jurisdictions within three months of the Effective Date (as such deadline may be extended in writing by the Administrative Agent in its sole discretion; provided that the Administrative Agent shall not extend such deadline by more than three months without the consent of the Required Lenders);

(2) in addition to recordation of the security interests and Liens in certain Trademarks in certain jurisdictions as set forth in Schedule 4.07, promptly file an appropriate release of the security interests and Liens in respect of the Existing Credit Agreement in those trademark offices set forth in Schedule 4.07 as to such registrations or

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applications for registration, and in any case submit such filings to such trademark offices within three months of the Effective Date (as such deadline may be extended in writing by the Administrative Agent in its sole discretion; provided that the Administrative Agent shall not extend such deadline by more than three months without the consent of the Required Lenders);

(3) ensure that the chain of title for such registrations or applications set forth in Schedule 4.07 reflects the current owner as Chiquita Brands L.L.C.;

(4) diligently pursue the recordation and to keep the Collateral Agent informed on a quarterly basis as to the status of the recordation of the security interests in those Trademarks in those jurisdictions set forth in Schedule 4.07; and

(5) reasonably cooperate with the Collateral Agent or its designee in connection with such trademark security interest recordation activities, and

(G) the execution of and delivery to the Collateral Agent, for the benefit of itself and the other Secured Parties, such agreements, collateral assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary or appropriate to effectuate the terms hereof;

(ii) to consummate the transactions contemplated hereby; and

(iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder.

(b) In connection with the foregoing, each Obligor authorizes the Collateral Agent to file one or more financing statements disclosing the security interest and Lien of the Collateral Agent and the other Secured Parties in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor’s signature thereon (including one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Obligor, regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Security Agreement), and further each Obligor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate as such Obligor’s attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any such instruments, documents or notices or any similar documents which in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests and Liens granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain outstanding or any Credit Documents in respect of the Secured Obligations are in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments in respect of the Revolving Loan Facility, the Swing Line Sublimit, the Letter of Credit Sublimit and the Term Loan Facility shall have terminated. Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the

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Collateral Agent without notice thereof to such Obligor wherever the Collateral Agent may in its sole discretion desire to file the same.

(c) In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary or appropriate in accordance with this Section 4.07 to preserve, protect and enforce the security interests and Liens of the Collateral Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove).

(d) Upon the occurrence and during the continuance of an Event of Default, if any Collateral is in the possession or control of an Obligor’s agents and the Collateral Agent so requests, such Obligor agrees to notify such agents in writing of the security interest and Lien of the Collateral Agent and the other Secured Parties therein and, upon the Collateral Agent’s request, instruct them to hold all such Collateral for the Secured Parties’ account and subject to the Collateral Agent’s instructions.

(e) Upon the occurrence and during the continuance of an Event of Default, and upon the Collateral Agent’s request, each Obligor agrees to mark its books and records to reflect the security interest and Lien of the Collateral Agent and the other Secured Parties in the Collateral.

(f) Regardless of whether an Event of Default has occurred and is continuing, the Collateral Agent, for the benefit of itself and the other Secured Parties, may take additional steps to perfect (and to require the Company to assist in perfecting) Liens on the Collateral.

4.08 Instruments, Documents, Chattel Paper or Intellectual Property. Upon the occurrence and during the continuation of an Event of Default, in the event that any Collateral, other than the Pledged Intercompany Notes from CBII to the Company, including Proceeds, is evidenced by or consists of Instruments, Documents, Chattel Paper or Intellectual Property, and if and to the extent that perfection or priority of the Collateral Agent’s and the other Secured Parties’ security interest or Lien is dependent on or enhanced by possession, immediately upon the request of the Collateral Agent, the Obligors will endorse and deliver physical possession of such Instruments, Documents, Chattel Paper or Intellectual Property to the Collateral Agent, for the benefit of itself and the other Secured Parties.

4.09 Covenants Relating to Accounts.

(a) Upon the occurrence and during the continuation of an Event of Default, comply with all reasonable requests that the Collateral Agent deems advisable in the best interest of the Secured Parties relating to the establishment and maintenance of any lockbox, blocked account, dominion of funds arrangements, and/or control agreements (including any such control

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agreements related to the Deposit Accounts, the Securities Accounts and any Cash, Temporary Cash Investments or Investment Property credited thereto from time to time).

(b) Upon the occurrence and during the continuation of an Event of Default, comply with all requests that the Collateral Agent deems advisable in the best interest of the Secured Parties relating to providing reports with respect to Accounts.

(c) Upon the occurrence and during the continuation of any Event of Default, set aside and hold as trustee for the Collateral Agent and the other Secured Parties any merchandise which is returned by a customer or account debtor or otherwise recovered; provided, however, perishable merchandise may be disposed of in the ordinary course of business unless otherwise directed by the Collateral Agent. Unless and until an Event of Default occurs and is continuing, each Obligor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted and otherwise for amounts and on terms which such Obligor in good faith considers advisable. However, upon the occurrence and during the continuation of any Event of Default, if so instructed by the Collateral Agent, such Obligor shall settle and adjust disputes and claims at no expense to the Collateral Agent, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business shall be granted to any customer or account debtor and no returns of merchandise shall be accepted by such Obligor without the Collateral Agent’s prior consent. The Collateral Agent may (but shall not be required to), at all times upon the occurrence and during the continuation of any Event of Default, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Collateral Agent considers advisable, and charge the collection costs and expenses to the Loan Account.

4.10 Covenants Relating to Inventory.

(a) Maintain, keep and preserve the Inventory in good saleable condition consistent with past practices at its own cost and expense.

(b) If any of the Inventory is at any time evidenced by a Document, upon the occurrence and during the continuation of an Event of Default, and thereafter immediately upon request by the Collateral Agent, deliver such Document to the Collateral Agent, for the benefit of itself and the other Secured Parties.

4.11 Covenants Relating to Copyrights.

(a) Employ the material Copyright for each Work with such notice of copyright as may be required by law to secure copyright protection.

(b) Not do any act or knowingly omit to do any act whereby any material Copyright may become invalidated and (i) not do any act, or knowingly omit to do any act, whereby any material Copyright may become injected into the public domain, (ii) notify the

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Collateral Agent immediately if it knows, or reasonably believes, that any material Copyright may become injected into the public domain or of any adverse determination or development (including the institution of, or any such determination or development in, any court or tribunal in the US or any other country) regarding an Obligor’s ownership of any such material Copyright or its validity, (iii) take all necessary steps as it shall deem appropriate under the circumstances to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of each material Copyright owned by an Obligor including filing of applications for renewal where necessary and (iv) promptly notify the Collateral Agent and the Administrative Agent of any infringement of any material Copyright of an Obligor of which it becomes aware that could reasonably be expected to have a Material Adverse Effect and take such actions as it shall reasonably deem appropriate under the circumstances to protect such material Copyright, including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking to recover any and all damages for such infringement.

(c) Except as permitted under Section 5.02(c) of the Credit Agreement, not make any assignment or agreement in conflict with the security interest and Lien in the Copyrights of each Obligor granted hereunder.

(d) Execute and deliver any of the documents it is requested to execute and deliver to the Collateral Agent to modify this Security Agreement to include a reference to any right, title or interest in any Copyrights or Copyright Licenses constituting US IP Collateral and any other material Copyrights or Copyright Licenses acquired or developed by any Obligor after the execution hereof or to delete any reference to any right, title or interest in any material Copyrights or Copyright Licenses in which any Obligor no longer has or claims any right, title or interest.

(e) Not permit the inclusion in any contract to which any Obligor becomes a party of any provision that could or might impair or prevent the creation of a Lien in favor of the Collateral Agent and the other Secured Parties in Obligors’ rights and interest in any property included within the definition of Copyrights or Copyright Licenses and acquired under such contracts. Notwithstanding the foregoing, to the extent that an Obligor receives a license to, but not ownership of, any such property under any such contract, the Obligor’s obligations under this Section 4.11(e) shall be satisfied by its commercially reasonable efforts not to permit the inclusion of any such provisions as to any such licensed property.

4.12 Covenants Relating to Patents and Trademarks.

(a) (i) In accordance with the provisions of Section 5.01(a)(vi) of the Credit Agreement, give the Administrative Agent written notice of the occurrence of an event that could have a Material Adverse Effect on any of the material Trademarks or Trademark Licenses, and (ii) based upon the information set forth in the written supplement delivered in accordance with Section 5.01(a)(vi) of the Credit Agreement, and at the direction of the Collateral Agent, execute and deliver any of the documents it is requested to execute and deliver to the Collateral Agent to modify this Security Agreement to include a reference to any right, title or interest in any Trademarks, Trademark Licenses, Patents or Patent Licenses constituting US IP Collateral or any

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other material Trademarks, Trademark Licenses, Patents or Patent Licenses acquired or developed by any Obligor after the execution of this Security Agreement or to delete any reference to any right, title or interest in any material Trademarks or Trademark Licenses, or material Patents or Patent Licenses in which Obligor no longer has any claim, right, title or interest.

(b) (i) Continue to use each Principal Trademark in order to maintain such Principal Trademark in full force, free from any claim of abandonment for non-use unless such Obligor shall have notified the Administrative Agent and the Administrative Agent shall have consented to such abandonment, which consent shall not be unreasonably withheld, (ii) maintain the quality of any and all products or services used, provided or offered in connection with any of such Obligor’s Principal Trademarks at the same level that is currently maintained with respect to such products and services, and taking reasonable steps to ensure that all licensed users of any of such Trademarks maintain such level of quality, (iii) employ such Principal Trademark with any notice of registration required by applicable law to maintain the validity of such Principal Trademark, (iv) not adopt or use any mark that is material and which is confusingly similar or a colorable imitation of such Principal Trademark unless the Collateral Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest and Lien in such mark pursuant to this Security Agreement, (v) not (and not permit any licensee or sublicensee thereof to) knowingly do any act or knowingly omit to do any act whereby any Principal Trademark may become invalidated or abandoned, (vi) promptly, but in any event within a reasonable time after obtaining knowledge of the occurrence of an event that could have a Material Adverse Effect on any of the Principal Trademarks or the Trademark Licenses, give the Collateral Agent and the Administrative Agent written notice of the occurrence of any such event, (vii) at the direction of the Collateral Agent as it reasonably deems necessary for the benefit of itself and the other Secured Parties, execute and deliver any of the documents it is requested to execute and deliver to the Collateral Agent to modify this Security Agreement to include a reference to any right, title or interest in any existing Principal Trademarks or related Trademark Licenses acquired or developed by any Obligor after the execution of this Security Agreement or to delete any reference to any right, title or interest in any Principal Trademarks or related Trademark Licenses in which Obligor no longer has any claim, right, title or interest.

(c) Not permit the inclusion in any contract to which any Obligor becomes a party of any provision that could or might impair or prevent the creation of a Lien in favor of the Collateral Agent and the other Secured Parties in such Obligor’s rights and interest in any property included within the definition of Patents, Patent Licenses, Trademarks or Trademark Licenses, and acquired under such contracts. Notwithstanding the foregoing, to the extent that an Obligor receives a license to, but not ownership of, any such property under any such contract, the Obligor’s obligations under this Section 4.12(c) shall be satisfied by its commercially reasonable efforts not to permit the inclusion of any such provisions as to any such licensed property.

(d) Not knowingly do any act, or omit to do any act, whereby any material Patent may become abandoned or dedicated except as is consistent with reasonable business practices and subject to prior notice to and consent of the Administrative Agent, which consent shall not be unreasonably withheld.

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(e) Notify the Collateral Agent and Administrative Agent and the other Secured Parties, in no event later than 120 days after the close of each fiscal year, if it knows that any application or registration relating to any material Patent or Trademark has been or may become abandoned or dedicated during such fiscal year, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the US Patent and Trademark Office or any court or tribunal in any country) regarding an Obligor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same during such fiscal year, except where the abandonment or dedication of such application or registration, or such determination or development could not reasonably be expected to materially impair the value of the Collateral consisting of Intellectual Property, taken as a whole.

(f) Notify the Collateral Agent and the other Secured Parties promptly, but in any event within a reasonable time after obtaining knowledge that any application or registration relating to any Principal Trademark has been or may become abandoned or dedicated, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the US Patent and Trademark Office or any court or tribunal in any country) regarding an Obligor’s ownership of any Principal Trademark or its right to register the same or to keep and maintain the same, except where the abandonment or dedication of such application or registration, or such determination or development could not reasonably be expected to materially impair the value of the Collateral consisting of Intellectual Property, taken as a whole.

(g) In no event later than 120 days after the close of each fiscal year, each Obligor shall report to the Collateral Agent all applications for the registration of any Patent or Trademark with the US Patent and Trademark Office or any similar office or agency or under any Governmental Authority, filed by such Obligor, either by itself or through an agent, employee, licensee or designee, during such fiscal year. Subject to the limitations set forth in the Credit Agreement, upon request of the Collateral Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the other Secured Parties’ security interest and Lien in any Patent or Trademark and the goodwill and other General Intangibles of an Obligor relating thereto or represented thereby.

(h) Take all reasonable and necessary steps, including in any proceeding before the US Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each currently pending application (and to obtain the relevant registration) and to maintain each existing registration of the material Patents and Trademarks, including the use of proper statutory notice in connection with use, the payment of required fees and taxes, the filing of responses to office actions issued by the US Patent and Trademark Office, the US Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the US Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, if failure to maintain such material Patent or Trademark could reasonably be expected to have a Material Adverse Effect.

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(i) Notify the Collateral Agent, the Administrative Agent and the other Secured Parties, in no event later than 120 days after the close of each fiscal year, if it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party during such fiscal year, and such Obligor shall, in any event, promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as it shall reasonably deem appropriate under the circumstances to protect such material Patent or Trademark.

(j) Promptly, but in any event within a reasonable time after obtaining knowledge, notify the Collateral Agent and the other Secured Parties that any Principal Trademark included in the Collateral is infringed, misappropriated or diluted in any material respect by a third party and promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Principal Trademark.

(k) Except as permitted under Section 5.02(c) of the Credit Agreement, not make any assignment or agreement in conflict with the security interest and Lien in the Patents or Trademarks of each Obligor granted hereunder.

4.13 New Patents, Copyrights and Trademarks. If and when any Obligor shall obtain rights to any new Trademarks, Patents, Trademark Licenses, Copyright Licenses, Patent Licenses, Copyrights, any reissue, renewal or extension of any Trademark, Patent, Copyright, or any applications for new Trademarks, Patents, or Copyrights, in each case, that constitute US IP Collateral or are otherwise material, the provisions of this Security Agreement shall automatically apply thereto and such Obligor shall give to the Collateral Agent and the Administrative Agent notice thereof in no event later than 120 days after the close of each fiscal year. In addition, each such Obligor shall promptly after providing notice to the Collateral Agent provide to Collateral Agent, upon the request of the Collateral Agent: (a) with respect to such new Copyrights, a duly executed Copyright Security Agreement; (b) with respect to such new Patents, a duly executed Patent Security Agreement; (c) with respect to such new Trademarks, a duly executed Trademark Security Agreement; or (d) subject to any limitations set forth in the Credit Agreement, such other duly executed documents as the Collateral Agent may request in a form acceptable to counsel for the Collateral Agent and suitable for recording to evidence the security interest and Lien in such Obligor’s interest in such Patent, Trademark, Copyright or Copyright License, Patent License or Trademark License which is the subject of such new application.

4.14 Insurance. Have and maintain at all times with respect to the Collateral the same types and amounts of insurance as the Obligors are required to maintain pursuant to the Credit Agreement. All insurance proceeds shall be subject to the Lien of the Collateral Agent and the other Secured Parties hereunder; provided that any such insurance proceeds may be retained by the Obligors to the extent permitted under the Credit Agreement.

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4.15 Bank Accounts. Upon the occurrence and during the continuation of an Event of Default, at the Collateral Agent’s request, institute and at all times thereafter, maintain such lockbox, restricted or other accounts and any replacement or successor accounts relating thereto, and cause all amounts received in lockboxes relating thereto to be deposited into the applicable accounts and to be applied as the Collateral Agent may reasonably request. All amounts on deposit in such accounts and any replacement or successor accounts relating thereto shall be subject to the Lien of the Collateral Agent and the other Secured Parties hereunder.

4.16 Additional Information. Upon the occurrence and during the continuance of an Event of Default and at the direction of the Collateral Agent, each Obligor shall provide the following to the Collateral Agent:

(a) Information regarding the location and ownership of the Collateral including the Inventory and Equipment of each Obligor, and whether the Collateral is stored with a bailee, warehouseman, or similar party;

(b) Information regarding all Letter-of-Credit Rights and Commercial Tort Claims of each Obligor;

(c) Information regarding any of the Collateral which constitutes Farm Products;

(d) Information regarding each Account of the Obligors and the papers and documents relating thereto and information regarding the sales and services from which the Accounts arise;

(e) Information regarding the Inventory of each Obligor and whether any such Inventory is held by an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement, and information regarding records itemizing and describing the type, quality, and quantity of its Inventory and the book value thereof; and

(f) At the direction of the Collateral Agent, each Obligor shall use its best efforts to the fullest extent possible under Section 2.02 to ensure that any Collateral with a Fair Market Value individually, or in the aggregate, in excess of $500,000 does not qualify as Excluded Collateral.

4.17 Letter-of-Credit Rights. By granting a Lien and security interest in its Letter-of-Credit Rights to the Collateral Agent, each Obligor intends to (and hereby does) assign to the Collateral Agent its rights to the Proceeds of all letters of credit of which it is or hereafter becomes a beneficiary or assignee, and each Obligor, upon the occurrence and during the continuance of an Event of Default, will, promptly upon request by the Collateral Agent, (i) notify (and such Obligor hereby authorizes the Collateral Agent to notify) the issuer and each nominated Person with respect to

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each of the letters of credit, the Proceeds of which have been assigned to the Collateral Agent hereunder, that any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary of any letter of credit.

4.18 Commercial Tort Claims. Upon the occurrence and during the continuance of an Event of Default, each Obligor will, promptly upon request by the Collateral Agent, execute or otherwise authenticate a supplement to this Security Agreement, and otherwise take all necessary action to subject the Commercial Tort Claims of such Obligor to the Lien and security interest created under this Security Agreement.

4.19 Covenants Relating to Real Property. Each Obligor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property.

ARTICLE V. SPECIAL PROVISIONS RELATING TO RECEIVABLES.

Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Receivable. Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating to such Receivable pursuant hereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Receivable (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

ARTICLE VI. SPECIAL PROVISIONS REGARDING INVENTORY.

Notwithstanding anything to the contrary contained in this Security Agreement, each Obligor may, unless and until an Event of Default occurs and is continuing and the Collateral Agent instructs such Obligor otherwise, without further consent or approval of the Collateral Agent, use, consume, sell, lease and exchange the Inventory in the ordinary course of its business as presently conducted, whereupon, in the case of such a sale or exchange, the security interest and Lien created hereby in the Inventory so sold or exchanged (but not in any proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of the Collateral Agent.

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ARTICLE VII. ADVANCES BY LENDERS.

On failure of any Obligor to perform any of the covenants and agreements contained herein, the Collateral Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Collateral Agent may reasonably deem advisable in the performance thereof, including the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien (other than a Permitted Lien), expenditures made in defending against any adverse claim (other than a Permitted Lien) and all other expenditures which the Collateral Agent or the other Secured Parties may make for the protection of the security hereof or which may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Obligors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate for the Loans. No such performance of any covenant or agreement by the Collateral Agent or the other Secured Parties on behalf of any Obligor, and no such advance or expenditure therefor, shall relieve the Obligors of any default under the terms of this Security Agreement or the other Credit Documents. The Secured Parties may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

ARTICLE VIII. EVENTS OF DEFAULT.

The occurrence of an event or existence of a condition which under the Credit Agreement would constitute an Event of Default (as defined in the Credit Agreement) shall be an event of default hereunder (an “Event of Default”).

ARTICLE IX. REMEDIES.

9.01 General Remedies. Upon the occurrence of an Event of Default and during continuation thereof, the Collateral Agent shall have, in addition to the rights and remedies provided herein, in the Credit Documents in respect of the Secured Obligations or by law (including the rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further, the Required Lenders (at their election but without notice of their election and without demand) may authorize and instruct the Collateral

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Agent to do any of the following on behalf of the Secured Parties (and the Collateral Agent, acting on the instructions of the Required Lenders, shall do the same on behalf of the Secured Parties), with or without judicial process or the aid and assistance of others and to the extent permitted by applicable law, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Obligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Obligors to assemble and make available to the Collateral Agent at the expense of the Obligors any Collateral at any place and time designated by the Collateral Agent which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or Requirement of Law, all of which each of the Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for Cash, upon credit or otherwise, at such prices and upon such terms as the Collateral Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each Obligor also agrees that Collateral Agent shall at all times have such royalty-free licenses, to the extent permitted by law and existing contracts, for any Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights and Copyright Licenses that are reasonably necessary to permit the exercise of any of the Collateral Agent’s rights or remedies upon or after the occurrence of (and during the continuance of) an Event of Default with respect to (among other things) any tangible asset of any Obligor in which the Collateral Agent or the other Secured Parties have a security interest and Lien, including the Collateral Agent’s rights to sell Inventory, tooling or packaging which is required by Obligor (or such Obligor’s successor, assignee or trustee under any applicable Debtor Relief Law), subject, in the case of Trademarks, to sufficient quality control by the Collateral Agent to the extent the exercise of such rights by the Collateral Agent has a reasonable likelihood of invalidation of such Trademarks. In addition to and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, but shall in no way be obligated, to bring suit, or to take such other action as the Collateral Agent deems necessary or advisable, in the name of any Obligor or the Collateral Agent, to enforce or protect any of the Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights, and Copyright Licenses, in which event any Obligor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement. In addition to all other sums due the Collateral Agent and the other Secured Parties with respect to the Secured Obligations, the Obligors shall pay the Collateral Agent and each of the other Secured Parties all costs and expenses incurred by the Collateral Agent or any such Secured Party, including attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Collateral Agent or the other Secured Parties or the Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including any of the foregoing arising in, arising under or related to a case under any Debtor Relief Law. To the extent the rights of notice cannot be legally waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be met if such notice is in writing, personally served, faxed mailed, or delivered, to the Obligors in accordance with the notice provisions of Section 8.01 of the Credit Agreement at least ten (10) days before the time of sale or other event giving rise to the requirement of such notice. The Collateral Agent and the

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other Secured Parties shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by law, any Lender may be a purchaser and may credit bid at any such sale. To the extent permitted by applicable law, each of the Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Collateral Agent and the other Secured Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Collateral Agent and the other Secured Parties may further postpone such sale by announcement made at such time and place.

9.02 Remedies Relating to Receivables. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Collateral Agent has exercised any or all of its other rights and remedies hereunder, the Collateral Agent or its designee may notify any Obligor’s customers, counterparties and account debtors that the Receivables of such Obligor have been assigned to the Collateral Agent, for the benefit of the Secured Parties, or of the Collateral Agent’s or the other Secured Parties’ security interest and Lien therein, and may (either in its own name or in the name of an Obligor or both) demand, collect (including through any lockboxes, blocked accounts, dominion of funds arrangements, and/or control agreements that may be established upon the Collateral Agent’s request upon the occurrence and during the continuation of an Event of Default), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Receivable, and, in the Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest and Lien of the Secured Parties in the Receivables. Each Obligor acknowledges and agrees that the Proceeds of its Receivables remitted to or on behalf of the Collateral Agent in accordance with the provisions hereof shall be solely for the Collateral Agent’s own convenience and that such Obligor shall not have any right, title or interest in such Receivables or in any such other amounts except as expressly provided herein. The Collateral Agent may apply all or any part of any Proceeds of Receivables or other Collateral received by it in accordance with this Section 9.02 from any source to the payment of the Secured Obligations (whether or not then due and payable). The Collateral Agent shall have no obligation to apply or give credit for any item included in Proceeds of Receivables or other Collateral until any bank at which a lockbox, restricted or other account as may be established (an “Account Bank”) has received final payment therefor at its offices in Cash. However, if the Collateral Agent does permit credit to be given for any item prior to an Account Bank receiving final payment therefor and such Account Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Account Bank for any reason, the Collateral Agent may at its election, in either instance, charge the amount of such item back against any such lockbox, restricted or other accounts, together with interest thereon at a rate per annum equal to the Default Rate for the Revolving Loans. Each Obligor hereby indemnifies the Collateral Agent, each other Secured Party and their respective officers, directors, employees and agents from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees (except such as result from the Collateral Agent’s gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction) suffered or incurred by the Collateral Agent or any other Secured Party because of

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the maintenance of the foregoing arrangements. Neither the Collateral Agent nor any other Secured Party shall have liability or responsibility to any Obligor for an Account Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance (it being understood that this sentence shall in no way affect the liability or responsibility of any such Account Bank).

9.03 Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuance thereof, the Collateral Agent shall have the right to take physical possession of any and all of the Collateral and anything found therein, the right for that purpose to enter without legal process and without breach of the peace any premises where the Collateral may be found (provided such entry be done lawfully), and the right to maintain such possession on any Obligor’s premises (each Obligor hereby agreeing to lease warehouses and storage facilities to the Collateral Agent or its designee if the Collateral Agent so requests) or to remove the Collateral or any part thereof to such other places as the Collateral Agent may desire. Upon the occurrence of any Event of Default and at any time thereafter, unless and until such Event of Default has been waived by the Secured Parties or cured to the satisfaction of the Secured Parties, each Obligor shall, upon the Collateral Agent’s demand, assemble the Collateral and make it available to the Collateral Agent at a place reasonably designated by the Collateral Agent. If the Collateral Agent exercises its right to take possession of the Collateral, each Obligor shall also at its expense perform any and all other steps reasonably requested by the Collateral Agent to preserve and protect the security interest and Lien hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest and Lien of the Collateral Agent and the other Secured Parties, appointing overseers for the Collateral and maintaining Inventory records.

9.04 Nonexclusive Nature of Remedies. Failure by the Collateral Agent or the other Secured Parties to exercise any right, remedy or option under this Security Agreement, any other Credit Document or as provided by law, or any delay by the Collateral Agent or the other Secured Parties in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Collateral Agent or the other Secured Parties shall only be granted as provided herein. To the extent permitted by law, neither the Collateral Agent, the other Secured Parties, nor any party acting as attorney for the Collateral Agent or the other Secured Parties, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder, as determined by a final non-appealable judgment of a court of competent jurisdiction. The rights and remedies of the Collateral Agent and the other Secured Parties under this Security Agreement shall be cumulative and not exclusive of any other right or remedy which the Collateral Agent or the other Secured Parties may have.

9.05 Retention of Collateral.

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Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent may, after providing the notices required by Section 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, to the extent the Collateral Agent is in possession of any of the Collateral, retain the Collateral in satisfaction of the Secured Obligations. Unless and until the Collateral Agent shall have provided such notices, however, the Collateral Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.

9.06 Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent or the other Secured Parties are legally entitled, the Obligors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate for the Loans, together with the costs of collection and the fees of any attorneys employed by the Collateral Agent to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

ARTICLE X. RIGHTS OF THE COLLATERAL AGENT.

10.01 Power of Attorney. In addition to other powers of attorney contained herein, each Obligor hereby designates and appoints the Collateral Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Obligor, irrevocably and with power of substitution, with authority to take any or all of the following actions with respect to the Collateral upon the occurrence and during the continuance of an Event of Default:

(a) to demand, collect or settle, compromise, adjust, give discharges and releases, all as the Collateral Agent may reasonably determine;

(b) to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;

(c) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Collateral Agent may deem reasonably appropriate;

(d) to receive, open and dispose of mail addressed to an Obligor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of such Obligor on behalf of and in the name of such Obligor, or securing, or relating to such Collateral;

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(e) to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services which have given rise thereto, as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes;

(f) to adjust and settle claims under any insurance policy relating thereto;

(g) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Collateral Agent may determine necessary in order to perfect and maintain the security interests and Liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated therein;

(h) to institute any foreclosure proceedings that the Collateral Agent may deem appropriate; and

(i) to do and perform all such other acts and things as the Collateral Agent may reasonably deem to be necessary, proper or convenient in connection with the Collateral.

This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations remain outstanding or any Credit Document in respect of the Secured Obligations is in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments in respect of the Revolving Loan Facility, the Swing Line Sublimit, the Letter of Credit Sublimit and the Term Loan Facility shall have terminated. The Collateral Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Collateral Agent in this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Collateral Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. This power of attorney is conferred on the Collateral Agent solely to protect, preserve and realize upon its security interest and Lien in the Collateral.

10.02 Performance by the Collateral Agent of Obligations. If any Obligor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by the Obligors on a joint and several basis pursuant to Section 11.16.

10.03 Assignment by the Secured Parties. Subject to Section 8.05(c) of the Credit Agreement, any of the Secured Parties may from time to time assign the Secured Obligations or any portion thereof, and the assignee shall be entitled to all of the rights and remedies of such Secured Party under this Security Agreement in relation thereto.

10.04 The Collateral Agent’s Duty of Care.

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Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Collateral Agent hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral, and the Collateral Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Obligors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Collateral Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral.

ARTICLE XI. MISCELLANEOUS.

11.01 Costs of Counsel. If at any time hereafter, (a) whether upon the occurrence of an Event of Default or not, the Collateral Agent employs counsel to (i) prepare or consider amendments, waivers or consents with respect to this Security Agreement, (ii) take action or make a response in or with respect to any legal or arbitral proceeding relating to this Security Agreement or relating to the Collateral or (iii) protect the Collateral or (b) whether upon the occurrence of an Event of Default or not, the Collateral Agent or any other Secured Party employs counsel to or exercise any rights or remedies under this Security Agreement or with respect to the Collateral or to seek relief from the automatic or similar stay in effect under any Debtor Relief Law, then the Obligors agree to promptly pay upon demand any and all such costs and expenses of the Collateral Agent and the other Secured Parties, as applicable, all of which costs and expenses shall constitute Secured Obligations hereunder.

11.02 Continuing Agreement.

(a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding or any Credit Documents in respect of the Secured Obligations are in effect or any Letter of Credit shall remain outstanding, and until all of the Commitments in respect of the Revolving Loan Facility, the Swing Line Sublimit, the Letter of Credit Sublimit and the Term Loan Facility shall have terminated. Upon such payment and termination, this Security Agreement shall be automatically terminated and the Collateral Agent, on behalf of the Secured Parties, shall, upon the request and at the expense of the Obligors, forthwith release all of the Liens and security interests hereunder and shall deliver and authorize the filing of all UCC termination statements and/or other documents reasonably requested by the Obligors evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement.

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(b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all costs and expenses (including any legal fees and disbursements) incurred by the Collateral Agent or any other Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

11.03 Amendments; Waivers; Modifications. This Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 8.04 of the Credit Agreement.

11.04 Successors in Interest. This Security Agreement shall create a continuing security interest and Lien in the Collateral and shall be binding upon each Obligor, its successors and assigns and shall inure, together with the rights and remedies of the Collateral Agent and the other Secured Parties hereunder, to the benefit of the Collateral Agent and the other Secured Parties and their successors and permitted assigns; provided, however, that none of the Obligors may assign its rights or delegate its duties hereunder except as permitted by the Credit Agreement. To the fullest extent permitted by law, each Obligor hereby releases the Collateral Agent and each other Secured Party, and its successors and permitted assigns, from any liability for any act or omission relating to this Security Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Collateral Agent, or such other Secured Party, or its officers, employees or agents, as determined by a final non-appealable judgment of a court of competent jurisdiction.

11.05 Notices. All notices required or permitted to be given under this Security Agreement shall be in conformance with Section 8.01 of the Credit Agreement; all notices to the Collateral Agent shall be sent to the address of the Administrative Agent set forth on Schedule IV to the Credit Agreement and all notices to any Obligor shall be sent to such Obligor’s address as set forth on Schedule 3.01.

11.06 Counterparts. This Security 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 Security Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

11.07 Headings.

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The section and subsection headings appearing in this Security Agreement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Security Agreement.

11.08 Governing Law. Unless otherwise expressly provided in any Credit Document, this Security Agreement 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.

11.09 Submission to Jurisdiction. Each Obligor 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 Security Agreement may be brought against such party in any such courts. Final judgment against any Obligor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 11.09 shall affect the right of the Collateral Agent or any other Secured Party to commence legal proceedings or otherwise sue any Obligor in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon any Obligor in any manner authorized by the laws of any such jurisdiction. Each of the Obligors 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. Each of the Obligors 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 Security 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 Security Agreement or any other Credit Document to post security for the costs of any Obligor or to post a bond or to take similar action.

11.10 Waiver of Jury Trial. EACH OF THE OBLIGORS, THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

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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 SECURITY AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

11.11 Severability. If at any time any provision of this Security 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 Security 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.

11.12 Collateral Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Collateral Agent” shall be a reference to the Collateral Agent, for the benefit of the Secured Parties.

11.13 Survival. All representations and warranties of the Obligors hereunder shall survive the execution and delivery of this Security Agreement and the other Credit Documents, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under the Credit Agreement.

11.14 Other Security; Marshaling.

(a) To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including real property and securities owned by an Obligor or any other Person), or by a guarantee agreement, endorsement or property of any other Person, then the Collateral Agent and the other Secured Parties shall have the right to proceed against such other property, guarantee agreement or endorsement upon the occurrence and during the continuance of any Event of Default, and the Collateral Agent and the other Secured Parties have the right, in their sole discretion, to determine which rights, security, Liens, security interests or remedies the Collateral Agent and the other Secured Parties shall at any time thereafter pursue or take, or at any time relinquish, subordinate or modify with respect thereto, without in any way modifying or affecting any of them or any of the Collateral Agent’s and the other Secured Parties’ rights or the Secured Obligations under this Security Agreement, under any other of the Credit Documents or otherwise.

(b) The Collateral Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative

33

and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Obligor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights and remedies under this Security Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Obligor hereby irrevocably waives the benefits of all such laws.

11.15 Joint and Several Obligations of Obligors.

(a) Each of the Obligors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Obligors and in consideration of the undertakings of each of the Obligors to accept joint and several liability for the obligations of each of them.

(b) Each of the Obligors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Obligors with respect to the payment and performance of all of the Secured Obligations arising under this Security Agreement or the other Credit Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Obligors without preferences or distinction among them.

(c) Notwithstanding anything provided in clauses (a) and (b) of this Section 11.15, no Obligor (other than CBII) shall be liable, directly or indirectly, for any Secured Obligations of CBII.

11.16 Rights of Required Lenders. All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders.

11.17 Joinder. In the event a party becomes an Obligor (each, a “New Obligor”) pursuant to a Joinder Agreement, upon execution of such Joinder Agreement, such New Obligor shall be bound by all the terms and conditions hereof to the same extent as though such New Obligor had originally executed this Security Agreement. The addition of each New Obligor shall not in any manner affect the obligations of the other Obligors hereunder. Each Obligor hereto acknowledges that Schedules 3.01, 3.02 and 3.06 may be amended or modified in connection with the addition of any New Obligor to reflect information relating to such New Obligor.

11.18 Lender Rate Contracts. So long as the terms thereof are in compliance with the Credit Agreement, each Lender Rate Contract shall be secured by the Lien of this Security Agreement to the extent, and, notwithstanding any other provision, if any, in this Security

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Agreement, only to the extent provided in the Credit Agreement, including Section 7.07 of the Credit Agreement. Such security shall be on a silent basis, so that, notwithstanding any other provision, if any, in this Security Agreement, the Credit Agreement or any other Credit Document, no holders of Lender Rate Contracts shall be able to take any action in respect of the Collateral nor instruct the Collateral Agent or the Required Lenders to take any action in respect of the Collateral.

11.19 Release of Liability of Obligor. In the event that all of the capital stock or other Equity Interests of one or more Obligors is sold or otherwise disposed of (except to any of the CBII Entities) or liquidated in compliance with the requirements of the Credit Agreement and the proceeds of such sale, disposition or liquidation are applied as permitted or required by the terms of the Credit Agreement, such Obligor shall, upon consummation of such sale or other disposition, be released from this Security Agreement automatically and without further action and this Security Agreement shall, as to each such Obligor, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Equity Interests of any Obligor shall be deemed to be a sale of such Obligor for purposes of this Section 11.19).

11.20 Construction. This Security Agreement is the result of negotiations among, and has been reviewed by, the Obligors, the Collateral Agent and their respective counsel. Accordingly, this Security Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Obligors, the Collateral Agent or any other Secured Party.

[Remainder of page intentionally left blank.]

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Each of the parties hereto has caused a counterpart of this Security Agreement to be duly executed and delivered as of the date first above written.

OBLIGORS:

AMERICAN PRODUCE COMPANY

By:

Name:

Title:

B C SYSTEMS, INC.

By:

Name:

Title:

BOCAS FRUIT CO. L.L.C.

By:

Name:

Title:

CHIQUITA BRANDS INTERNATIONAL, INC.

By:

Name:

Title:

CHIQUITA BRANDS L.L.C.

By:

Name:

Title:

SECURITY AGREEMENT

CHIQUITA FRESH NORTH AMERICA L.L.C.

By:

Name:

Title:

COAST CITRUS DISTRIBUTORS HOLDING COMPANY

By:

Name:

Title:

FRESH EXPRESS INCORPORATED

By:

Name:

Title:

FRESH INTERNATIONAL CORP.

By:

Name:

Title:

TRANSFRESH CORPORATION

By:

Name:

Title

SECURITY AGREEMENT

VERDELLI FARMS, INC.

By:

Name:

Title:

SECURITY AGREEMENT

COLLATERAL AGENT:

Accepted and agreed to as of the date first above written.

COÖPERATIEVE CENTRALE RAIFFEISEN –

BOERENLEENBANK B.A., “RABOBANK

NEDERLAND”, NEW YORK BRANCH, as Collateral Agent

By:

Name:

Title:

By:

Name:

Title:

SECURITY AGREEMENT

Schedule 3.01

Location of Obligors

Schedule 3.02

Exact Legal Name

Schedule 3.05

Chiquita Pledged Intercompany Notes

Schedule 3.06

Copyrights, Patents, Trademarks, and Trademark Licenses

Schedule 4.07

EXHIBIT Q-1

FORM OF MORTGAGE

RECORDING REQUESTED

BY AND UPON RECORDATION

RETURN TO:

Paul, Hastings, Janofsky & Walker LLP

600 Peachtree Street, NE, Suite 2400

Atlanta, Georgia 30308

Attention: Ted Smith, Esq.

SPACE ABOVE THIS LINE FOR RECORDER’S USE

THIS IS AN OPEN-END MORTGAGE AND SECURES FUTURE ADVANCES PURSUANT TO 42 Pa,C.S.A. §8143. THE MAXIMUM PRINCIPAL AMOUNT SECURED BY THIS MORTGAGE IS SUCH AMOUNT AS MAY BE DUE AND OWING UNDER THE CREDIT DOCUMENTS REFERRED TO HEREIN NOT TO EXCEED $400,000,000.00.

OPEN-END MORTGAGE; SECURITY AGREEMENT, ASSIGNMENT OF RENTS

AND LEASES AND FIXTURE FILING

by and from

VERDELLI FARMS, INC., “Mortgagor”

to

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK

NEDERLAND”, NEW YORK BRANCH, in its capacity as Agent, “Mortgagee”

Dated as of March 31, 2008

Municipality:	Harrisburg
County:	Dauphin
State:	Pennsylvania
Tax Parcel I.D,:

Relating to Premises at:

RECORDING REQUESTED

BY AND UPON RECORDATION

RETURN TO:

Paul, Hastings, Janofsky & Walker LLP

600 Peachtree Street, NE, Suite 2400

Atlanta, Georgia 30308

Attention: Ted Smith, Esq.

OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS

AND LEASES AND FIXTURE FILING

THIS OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Mortgage”) is dated as of March 31, 2008 by and from VERDELLI FARMS, INC., a Pennsylvania corporation (“Mortgagor”), whose address is c/o Chiquita Brands L.L.C,, 250 East Fifth Street, Cincinnati, Ohio 45202, Attention: Chief Financial Officer to COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as administrative agent for the Lenders (as defined in the Credit Agreement, defined below) acting in its capacity as the collateral agent for the benefit of the Secured Parties as defined in the Credit Agreement (in such capacity, “Agent”), having an address at 245 Park Avenue, 37th Floor, New York, New York 10167-0062, Attention: Loan Syndications (Agent, together with its successors and assigns, “Mortgagee”).

W I T N E S S E T H

For valuable consideration the receipt and legal sufficiency of which is hereby acknowledged and the mutual covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Definitions. All capitalized terms used herein without definition shall have the respective meanings ascribed to them in that certain Credit Agreement dated as of even date herewith, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), among Chiquita Brands, L.L.C., as borrower (“Borrower”), Chiquita Brands International, Inc., Agent and the other Secured Parties identified therein. As used herein, the following terms shall have the following meanings:

(a) “Event of Default”: An Event of Default under and as defined in the Credit Agreement.

(b) “Guarantee”: That certain Subsidiary Guarantee Agreement by and from Mortgagor and the other guarantors party thereto for the benefit of the Secured Parties, dated as of even date herewith, as the same may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time.

(c) “Indebtedness”: (1) All Secured Obligations (as defined in the Credit Agreement), including all indebtedness of Mortgagor to Mortgagee or any of the other Secured Parties under or with respect to the Credit Agreement, the Guarantee, or any other Credit Document to which

Mortgagor is a party, including, without limitation, the sum of all (a) principal, interest and other amounts owing under or evidenced or secured by the Credit Documents and (b) principal, interest and other amounts which may hereafter be lent by Mortgagee or any of the other Secured Parties under or in connection with the Credit Agreement or any of the other Credit Documents, whether evidenced by a promissory note or other instrument which, by its terms, is secured hereby, and (2) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee or any of the other Secured Parties under documents which recite that they are intended to be secured by this Mortgage. The Indebtedness secured hereby includes, without limitation, but only to the extent of the value of the Mortgaged Property, all interest and expenses accruing after the commencement by or against Mortgagor or any of its Affiliates of a proceeding under the Bankruptcy Code (as defined in the Credit Agreement) or any similar law for the relief of debtors.

(d) “Mortgaged Property”: The fee interest in the real property described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”), and all of Mortgagor’s right, title and interest now in and to (1) all improvements owned by Mortgagor, now placed or constructed upon the Land (the “Improvements”; the Land and Improvements are collectively referred to as the “Premises”), (2) all materials, supplies, equipment, apparatus and other items of personal property owned by Mortgagor and attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements, and all equipment, inventory and other goods in which Mortgagor has any rights or any power to transfer rights and that are fixtures (as defined in the UCC, defined below) related to the Land (the “Fixtures”), (3) all goods, accounts, inventory, general intangibles, instruments, documents, contract rights and chattel paper, including all such items as defined in the UCC, now owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Premises (the “Personalty”), (4) all reserves, escrows or impounds required under the Credit Agreement or any of the other Credit Documents and all deposit amounts maintained by Mortgagor with respect to the Mortgaged Property (the “Deposit Accounts”), (5) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits (the “Leases”), (6) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security and other types of deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (7) all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the “Property Agreements”), (8) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, (9) all property tax refunds payable with respect to the Mortgaged Property (the “Tax Refunds”), (10) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”), (11) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property owned by Mortgagor (the “Insurance”), and (12) all awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to any condemnation or other taking (or any purchase in lieu thereof) of all or any portion of the Land, Improvements, Fixtures or Personalty (the “Condemnation Awards”). As used in this Mortgage, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

(e) “Obligations”: All of the agreements, covenants, conditions, warranties, representations under the Credit Agreement, the Guarantee, any other Credit Documents, and the Lender Rate Contracts, including the Secured Obligations.

(f) “Security Agreement”: That certain Security Agreement by and from Mortgagor, the other Loan Parties party thereto and Agent, as collateral agent for the benefit of the Secured Parties, dated as of even date herewith, as the same may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time.

(g) “UCC”: The Uniform Commercial Code of Pennsylvania or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than Pennsylvania, then, as to the matter in question, the Uniform Commercial Code in effect in that state.

ARTICLE 2

GRANT

Section 2.1 Grant.

To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Mortgagor GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Mortgagee the Mortgaged Property, subject, however, only to the matters that are set forth on Exhibit B attached hereto (the “Permitted Encumbrances”) and to other Permitted Liens.

TO HAVE AND TO HOLD the Mortgaged Property, and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee.

PROVIDED, ALWAYS, that upon payment in full of the Indebtedness and performance in full of the Obligations and termination of all obligations of the Secured Parties under the Credit Agreement (including all obligations to make revolving advances or to honor letters of credit issued thereunder) Mortgagee, at Mortgagor’s request and expense, shall cause this Mortgage to be surrendered or cancelled of record in the manner provided by law.

ARTICLE 3

WARRANTIES, REPRESENTATIONS AND COVENANTS

Mortgagor warrants, represents and covenants to Mortgagee as follows:

Section 3.1 Title to Mortgaged Property and Lien of this Instrument. Mortgagor owns the Mortgaged Property free and clear of any Hens, claims or interests, except the Permitted Encumbrances and the other Permitted Liens. This Mortgage creates valid, enforceable first priority liens and security interests against the Mortgaged Property.

Section 3.2 First Lien Status. Mortgagor shall preserve and protect the first lien and security interest status of this Mortgage and the other Credit Documents. If any Lien other than a Permitted Encumbrance or another Permitted Lien is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written notice of such Lien (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement (including the requirement of providing a bond or other security satisfactory to Mortgagee).

Section 3.3 Payment and Performance. As required by the Guarantee and this Mortgage, Mortgagor shall pay the Indebtedness when due under the Credit Agreement and the other Credit Documents and shall perform the Obligations in full when they are required to be performed.

Section 3.4 Replacement of Fixtures and Personalty. Mortgagor shall not, without the prior written consent of Mortgagee, permit any of the Fixtures or Personalty owned or leased by Mortgagor to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or is permitted to be removed by the Credit Agreement.

Section 3.5 Inspection. Mortgagor shall permit Mortgagee and the other Secured Parties and their respective agents, representatives and employees, upon reasonable prior notice to Mortgagor (so long as no Default shall have occurred and be continuing), to inspect the Mortgaged Property and all books and records of Mortgagor located thereon, and to conduct such environmental and engineering studies as Mortgagee or the other Secured Parties may require, provided that such inspections and studies shall not materially interfere with the use and operation of the Mortgaged Property.

Section 3.6 Other Covenants. All of the covenants in the Credit Agreement and the other Credit Documents are incorporated herein by reference and, together with covenants in this Article 3 shall be covenants running with the Land.

Section 3.7 Insurance; Condemnation Awards and Insurance Proceeds.

(a) Insurance. Mortgagor shall maintain or cause to be maintained such insurance as required pursuant to Section 5.01(d) of the Credit Agreement. If any portion of the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (or any amendment or successor act thereto), then Mortgagor shall maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to such Act,

(b) Condemnation Awards. Mortgagor assigns all Condemnation Awards to Mortgagee and authorizes Mortgagee to collect and receive such Condemnation Awards and to give proper receipts and acquittances therefor, subject to the terms of the Credit Agreement (including without limitation, Section 2.06(c)(iii) thereof).

(c) Insurance Proceeds. Mortgagor assigns to Mortgagee all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property. Subject to the terms of the Credit Agreement (including without limitation, Section 2.06(c)(iii) thereof), Mortgagor authorizes Mortgagee to collect and receive such proceeds and authorizes and directs the issuer of each of such insurance policies to make payment for all such losses directly to Mortgagee, instead of to Mortgagor and Mortgagee jointly.

ARTICLE 4

[Intentionally Omitted]

ARTICLE 5

DEFAULT AND FORECLOSURE

Section 5.1 Remedies. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at Mortgagee’s election and by or through Mortgagee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a) Acceleration. Subject to any provisions of the Credit Documents providing for the automatic acceleration of the Indebtedness upon the occurrence of certain Events of Default, declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable.

(b) Entry on Mortgaged Property. Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

(c) Operation of Mortgaged Property. Hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions of Section 5.7.

(d) Foreclosure and Sale. Institute proceedings for the complete foreclosure of this Mortgage by judicial action. At any sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee shall deliver to the purchaser at such sale its deed conveying the property so sold, but without any covenant or warranty express or implied, and the recitals in such deed of matters or facts shall be conclusive proof of the truthfulness thereof. In addition, any such sale shall be free and clear of any interest of Mortgagor under any lease, encumbrance or other matter affecting the property so sold which is subject or subordinate to this Mortgage, except that any such sale shall not result in the termination of any such lease (A) if and to the extent otherwise provided in the estoppel or other agreement executed by the tenant to such lease and Mortgagee, or (B) if the purchaser at such sale gives written notice to such tenant, within ten (10) days after date of sale, then the lease will continue in effect. Mortgagee or any of the other Secured Party may be a purchaser at such sale. If Mortgagee is the highest bidder, Mortgagee may credit the purchase price against the Indebtedness in lieu of paying cash.

(e) Receiver, To the extent permitted by law, make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Indebtedness, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 5.7.

(f) Other. Exercise all other rights, remedies and recourses granted under the Credit Documents or otherwise available at law or in equity.

Section 5.2 Separate Sales. The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee, in its sole discretion, may direct. The right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

Section 5.3 Remedies Cumulative, Concurrent and Nonexclusive. Mortgagee shall have all rights, remedies and recourses granted in the Credit Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Credit Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Mortgagee in the enforcement of any rights, remedies or recourses under the Credit Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

Section 5.4 Release of and Resort to Collateral. Mortgagee may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate Lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the Lien or security interest created in or evidenced by the Credit Documents or their status as a first and prior Lien and security interest in and to the Mortgaged Property. For payment of the Indebtedness, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.

Section 5.5 Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event of Default or of any election by Mortgagee to exercise or the actual exercise of any right, remedy or recourse provided for under the Credit Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

Section 5.6 Discontinuance of Proceedings. If Mortgagee or any other Secured Party shall have proceeded to invoke any right, remedy or recourse permitted under the Credit Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee or such other Secured Party, as the case may be, shall have the unqualified right to do so and, in such an event, Mortgagor, any other Secured Party and Mortgagee shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Credit Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee and any other Secured Party shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Mortgagee or any other Secured Party thereafter to exercise any right, remedy or recourse under the Credit Documents for such Event of Default.

Section 5.7 Application of Proceeds. The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Mortgaged Property, shall be applied by Mortgagee (or the receiver, if one is appointed) in the following order unless otherwise required by applicable law:

(a) to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing, improving and selling the same, including, without

limitation (1) trustee’s and receiver’s fees and expenses, including the repayment of the amounts evidenced by any receiver’s certificates, (2) court costs, (3) attorneys’ and accountants’ fees and expenses, and (4) costs of advertisement; and

(b) to the payment of the Indebtedness and performance of the Obligations as provided in Section 6.03 of the Credit Agreement.

Section 5.8 Occupancy After Foreclosure. Any sale of the Mortgaged Property or any part thereof in accordance with Section 5.1(d) will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

Section 5.9 Additional Advances and Disbursements; Costs of Enforcement.

(a) Upon the occurrence and during the continuance of any Event of Default, Mortgagee shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor. All sums advanced and expenses incurred at any time by Mortgagee under this Section 5.9, or otherwise under this Mortgage or any of the other Credit Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the highest lawful rate at which interest is then computed on any portion of the Indebtedness, and all such sums, together with interest thereon, shall be secured by this Mortgage.

(b) Mortgagor shall pay all expenses (including reasonable attorneys’ fees and expenses) of or incidental to the perfection and enforcement of this Mortgage and the other Credit Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Mortgage and the other Credit Documents, and for the curing thereof, or for defending or asserting the rights and claims of Mortgagee in respect thereof, by litigation or otherwise.

Section 5.10 No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Article 5, the assignment of the Rents and Leases under Article 6, the security interests under Article 7, nor any other remedies afforded to Mortgagee under the Credit Documents, at law or in equity shall cause Mortgagee or any other Secured Party to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee or any other Secured Party to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise,

ARTICLE 6

ASSIGNMENT OF RENTS AND LEASES

Section 6.1 Assignment. In furtherance of and in addition to the assignment made by Mortgagor in Section 2.1 of this Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have

occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Mortgagor, the license herein granted shall automatically expire and terminate, without notice to Mortgagor by Mortgagee (any such notice being hereby expressly waived by Mortgagor to the extent permitted by applicable law).

Section 6.2 Perfection Upon Recordation. Mortgagor acknowledges that Mortgagee has taken all actions necessary to obtain, and that upon recordation of this Mortgage Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases. Mortgagor acknowledges and agrees that upon ‘recordation of this Mortgage Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Mortgagor and to the extent permitted under applicable law, all third parties, in any case under the Bankruptcy Code, without the necessity of commencing a foreclosure action with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

Section 6.3 Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

Section 6.4 No Merger of Estates. So long as part of the Indebtedness and the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Mortgaged Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Mortgagor, Mortgagee, any tenant or any third party by purchase or otherwise.

ARTICLE 7

SECURITY AGREEMENT

Section 7.1 Security Interest. This Mortgage constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards. To this end, subject to the terms of the Security Agreement, Mortgagor grants to Mortgagee a first and prior security interest in the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and all other Mortgaged Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Mortgagor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Mortgagor. In the event of any conflict or inconsistency between the terms of this Mortgage and the terms of the Security Agreement with respect to the collateral covered both therein and herein, the Security Agreement shall control and govern to the extent of any such conflict or inconsistency.

Section 7.2 Financing Statements. Subject to the terms of the Security Agreement, Mortgagee shall be authorized to prepare such financing statements, and Mortgagor shall execute and deliver to Mortgagee such other documents, instruments and further assurances, in each case in form and substance satisfactory to Mortgagee, as Mortgagee may, from time to time, reasonably consider necessary

to create, perfect and preserve Mortgagee’s security interest hereunder. Mortgagor hereby irrevocably authorizes Mortgagee to cause financing statements (and amendments thereto and continuations thereof) and any such documents, instruments and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Mortgagor represents and warrants to Mortgagee that Mortgagor’s jurisdiction of organization is the State of Delaware. After the date of this Mortgage, Mortgagor shall not change its name, type of organization, organizational identification number (if any), jurisdiction of organization or location (within the meaning of the UCC) without giving at least thirty (30) days’ prior written notice to Mortgagee.

Section 7.3 Fixture Filing. This Mortgage shall also constitute a “fixture filing” for the purposes of the UCC against all of the Mortgaged Property which is or is to become fixtures. The information provided in this Section 7.3 is provided so that this Mortgage shall comply with the requirements of the UCC for a mortgage instrument to be fled as a financing statement. Mortgagor is the “Debtor” and its name and mailing address are set forth in the preamble of this Mortgage immediately preceding Article 1 Mortgagee is the “Secured Party” and its name and mailing address from which information concerning the security interest granted herein may be obtained are also set forth in the preamble of this Mortgage immediately preceding Article 1. A statement describing the portion of the Mortgaged Property comprising the fixtures hereby secured is set forth in Section 1.1(d) of this Mortgage. Mortgagor represents and warrants to Mortgagee that Mortgagor is the record owner of the Mortgaged Property, and the organizational identification number of Mortgagor is 667494.

ARTICLE 8

MISCELLANEOUS

Section 8.1 Notices. Any notice required or permitted to be given under this Mortgage shall be given in accordance with Section 9 of the Guarantee.

Section 8.2 Covenants Running with the Land. All Obligations contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Land. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of and be bound by, the terms of the Credit Agreement and the other Credit Documents; provided, however, that no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee.

Section 8.3 Attorney-in-Fact. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which power of attorney is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance shall be added to and included in

the Indebtedness and shall bear interest at the highest rate at which interest is then computed on any portion of the Indebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 8.3.

Section 8.4 Successors and Assigns. This Mortgage shall be binding upon and inure to the benefit of the other Secured Parties, Mortgagee and Mortgagor and their respective successors and assigns. Mortgagor shall not, without the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder.

Section 8.5 No Waiver. Any failure by the other Secured Parties or Mortgagee to insist upon strict performance of any of the terms, provisions or conditions of the Credit Documents shall not be deemed to be a waiver of same, and the other Secured Parties and Mortgagee shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions.

Section 8.6 Credit Agreement; Interpretive Provisions. If any conflict or inconsistency exists between this Mortgage and the Credit Agreement or the Guarantee, the Credit Agreement and the Guarantee shall control and govern to the extent of any such conflict or inconsistency. Nothing contained herein shall be construed to waive or negate the rights of Mortgagor to notice or cure as expressly contained in the Credit Agreement, the Guarantee, or any other Credit Document. The provisions of Sections 1.04, 1.05, 1.07, 1.10 and 1.11 of the Credit Agreement are hereby incorporated into this Mortgage by reference.

Section 8.7 Release or Reconveyance. Upon payment in full of the Indebtedness and performance in full of the Obligations and termination of all obligations of the Secured Parties under the Credit Agreement (including all obligations to make revolving advances or to honor letters of credit issued thereunder) or upon a sale or other disposition of the Mortgaged Property permitted by the Credit Agreement, Mortgage; at Mortgagor’s request and expense, shall cause this Mortgage to be surrendered or cancelled of record in the manner provided by law.

Section 8.8 Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Mortgage or the Indebtedness or Obligations secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of any other Secured Party or Mortgagee.

Section 8.9 Applicable Law; Service of Process; Waiver of Jury Trial. The provisions of this Mortgage regarding the creation, perfection and enforcement of the liens and security interests herein granted shall be governed by and construed under the laws of the state in which the Mortgaged Property is located. All other provisions of this Mortgage shall be governed by the laws of the State of New York (including, without limitation, Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). Mortgagor agrees that service of process in any proceeding may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to Mortgagor at its address set forth in the Credit Agreement or at such other address of which the Mortgagee shall have been notified pursuant thereto. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Mortgagee to bring proceedings against Mortgagor in the courts of any other jurisdiction. 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 Mortgage or any other Credit Document.

Section 8.10 Headings. The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.

Section 8.11 Severability. If any provision of this Mortgage shall be held by any court of competent jurisdiction to be unlawful, void or unenforceable for any reason, such provision shall be deemed severable from and shall in no way affect the enforceability and validity of the remaining provisions of this Mortgage.

Section 8.12 Entire Agreement. This Mortgage and the other Credit Documents embody the entire agreement and understanding between Mortgagor and Mortgagee relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

Section 8.13 Mortgagee as Agent; Successor Agents.

(a) Agent has been appointed to act as Agent hereunder by the other Secured Parties. Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of the Mortgaged Property) in accordance with the terms of the Credit Agreement and this Mortgage. Mortgagor and all other Persons shall be entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Agent, without inquiry into the existence of required consents or approvals of any other party therefor.

(b) Mortgagee shall at all times be the same Person that is Agent under the Credit Agreement. Written notice of resignation by Agent pursuant to the Credit Agreement shall also constitute notice of resignation as Agent under this Mortgage. Removal of Agent pursuant to any provision of the Credit Agreement shall also constitute removal as Agent under this Mortgage. Appointment of a successor Agent pursuant to the Credit Agreement shall also constitute appointment of a successor Agent under this Mortgage. Upon the acceptance of any appointment as Agent by a successor Agent under the Credit Agreement, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent as the Mortgagee under this Mortgage, and the retiring or removed Agent shall promptly, at the expense of Mortgagor (i) assign and transfer to such successor Agent all of its right, title and interest in and to this Mortgage and the Mortgaged Property, and (ii) execute and deliver to such successor Agent such assignments and amendments and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the liens and security interests created hereunder, whereupon such retiring or removed Agent shall be discharged from its duties and obligations under this Mortgage. After any retiring or removed Agent’s resignation or removal hereunder as Agent, the provisions of this Mortgage and the Credit Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage while it was Agent hereunder.

ARTICLE 9

LOCAL LAW PROVISIONS

Section 9.1 Inconsistencies. In the event of any inconsistencies between the terms and conditions of this Article 9 and the other provisions of this Mortgage, the terms and conditions of this Article 9 shall control and be binding.

Section 9.2 Open-End Mortgage. This Mortgage is an Open-End Mortgage as defined in Section 8143(f) of Title 42 of the Pennsylvania Consolidated Statutes, and as such, is entitled to the benefits of 42 PA. C.S.A. § 8143 et seq. (the “Act”) and shall secure any additional loans as well as any and all present or future advance and readvances under the Credit Agreement, or any other Credit Document, made by Mortgagee to or for the benefit of Mortgagor or the Mortgaged Property, all of which shall be entitled to the benefits of an Open-End Mortgage under 42 Pa. C.S.A. § 8143 and shall have the same lien priority as if the future loans, advances or readvances were made as of the date hereof, including, without limitation: (1) principal, interest, late charges, fees and other amounts due under the Credit Agreement, the Credit Documents or this Mortgage; (ii) all advances by Mortgagee to Mortgagor or any other person to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the Mortgaged Property; (iii) all advances made or costs incurred by Mortgagee for the payment of real estate taxes, assessments or other governmental charges, maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs and costs incurred by Mortgagee for the enforcement and protection of the Mortgaged Property or the lien on this Mortgage; and (iv) all legal fees, costs and other expenses incurred by Mortgagee by reason of any default or otherwise in connection with the Credit Agreement, the Credit Documents or this Mortgage. The maximum amount of indebtedness (as defined in 42 PA. C.S.A. § 8143) that may be outstanding at any time and secured hereby is $400,000,000.00, plus accrued and unpaid interest thereon.

Notices pursuant to the Act shall be delivered to:

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A

245 Park Avenue, 37th Floor

New York, New York 10167-0062

Attention: Loan Syndications

Section 9.3 Protective Advances. In addition to the obligations of Mortgagor with respect to such loan indebtedness and interest, this Mortgage secures unpaid balances of advances made with respect to the Mortgaged Property for the payment of taxes, assessments, maintenance charges, insurance premiums and costs incurred for the protection of the Mortgaged Property or the lien of this Mortgage, and costs and expenses, including attorneys’ fees, court costs and disbursements, incurred by Agent by reason of default by Borrower or Mortgagor under the Credit Agreement, this Mortgage or the other Credit Documents.

Section 9.4 Additional Rights and Remedies. Without limitation of the provisions of Article 5 hereof, it is expressly agreed that if at any time following an Event of Default hereunder (a) a writ of execution is issued upon a judgment obtained under the Obligations or any portion thereof, or (b) an action of mortgage foreclosure or any other action or proceeding is instituted in respect of this Mortgage, there shall be payable to and recovered by Mortgagee (i) the entire unpaid principal balance of the Indebtedness, with interest thereon at the interest rate then applicable under the Credit Documents, (ii) all costs of suit (including reasonable attorneys’ fees, forum costs and disbursements), and (iii) all moneys expended by Mortgagee in payment of taxes, sewer rents and water rents, claims or charges and in effecting insurance coverage or repairs, with interest on such expenditures at the interest rate applicable under the Credit Documents. Mortgagor waives and relinquishes unto and in favor of Mortgagee all benefits and exemptions under the laws now in effect or hereafter passed to relieve Mortgagor in any manner from the obligations assumed in connection with the Indebtedness for which this Mortgage is security or to reduce the amount of the Indebtedness to any greater extent than the amount actually received by Mortgagee from the sale of the Mortgaged Property in any judicial proceedings in respect of the Indebtedness or this Mortgage.

THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OR AUTHORITY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST MORTGAGOR. IN GRANTING THIS WARRANT OR AUTHORITY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST MORTGAGOR, MORTGAGOR HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND (ON THE ADVICE OF SEPARATE COUNSEL OF MORTGAGOR) UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS MORTGAGOR HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE CONSTITUTION AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

MORTGAGOR, FOR THE PURPOSE OF (1) SECURING PAYMENT OF ALL OR ANY PORTION OF THE UNPAID INDEBTEDNESS DUE UNDER THE LOAN, INCLUDING UNPAID INTEREST, COSTS AND ATTORNEY’S FEES, OR (2) FOR SECURING POSSESSION OF THE MORTGAGED PROPERTY TO MORTGAGEE, IN THE EVENT OF ANY EVENT OF DEFAULT HEREUNDER, DOES HEREBY AUTHORIZE AND EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, AS ATTORNEY FOR MORTGAGOR AS WELL AS FOR ALL PERSONS CLAIMING UNDER, BY OR THROUGH MORTGAGOR, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR AND AGAINST ALL PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR FOR ALL OR ANY PORTION OF THE UNPAID INDEBTEDNESS DUE UNDER THE LOAN OR THE RECOVERY BY MORTGAGEE OF THE POSSESSION OF THE MORTGAGED PROPERTY FOR WHICH THIS MORTGAGE (OR A COPY THEREOF VERIFIED BY AFFIDAVIT) SHALL BE SUFFICIENT WARRANT; AND THEREUPON A WRIT OF POSSESSION MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT, FORECLOSURE OR PROCEEDING WHATSOEVER. MORTGAGOR HEREBY RELEASES AND AGREES TO RELEASE MORTGAGEE FROM ALL ERRORS AND DEFECTS WHATSOEVER IN CONNECTION WITH SUCH JUDGMENT IN CAUSING A WRIT TO BE ISSUED, AND IN ANY PROCEEDINGS THEREON OR CONCERNING THE SAME. MORTGAGOR AGREES THAT NO WRIT, ERROR, APPEAL OR OBJECTION SHALL BE MADE OR TAKEN THERETO, PROVIDED THAT MORTGAGEE SHALL HAVE FILED IN SUCH ACTION AN AFFIDAVIT OF DEFAULT MADE BY IT OR ANYONE AUTHORIZED ON ITS BEHALF. IT IS HEREBY EXPRESSLY AGREED THAT IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED, THE SAME SHALL BE DISCONTINUED, MARKED SATISFIED OF RECORD, OR DETERMINED, OR POSSESSION OF THE MORTGAGED PROPERTY SHALL REMAIN IN OR TO BE RESTORED TO MORTGAGOR, THE RIGHTS AND POWERS OF MORTGAGEE SHALL NOT BE DEEMED TO HAVE BEEN EXHAUSTED BY ANY SUCH ACTION, BUT MORTGAGEE SHALL HAVE THE SAME RIGHTS AS AFORESAID, FOR THE SAME EVENT OF DEFAULT, OR FOR ANY SUBSEQUENT EVENT OR EVENTS OF DEFAULT TO CONFESS JUDGMENT AND TO BRING ONE OR MORE FURTHER ACTIONS TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY. IN ANY SUCH ACTION, A COPY OF THIS MORTGAGE, VERIFIED BY AFFIDAVIT BY MORTGAGEE OR ANYONE AUTHORIZED ON BEHALF OF MORTGAGEE MAY BE FILED, IN WHICH EVENT IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY LAW OR RULE OF COURT TO THE CONTRARY NOTWITHSTANDING. THE RIGHT SET FORTH HEREIN SHALL NOT MERGE WITH ANY JUDGMENT OBTAINED ON THE INDEBTEDNESS OR THE OTHER CREDIT DOCUMENTS. MORTGAGEE MAY COMMENCE AN ACTION IN EJECTMENT FOR POSSESSION OF THE PREMISES BEFORE OR AFTER THE INSTITUTION OF FORECLOSURE PROCEEDINGS UPON THIS MORTGAGE, OR BEFORE OR AFTER JUDGMENT THEREON, ON THE CREDIT AGREEMENT OR OTHER CREDIT DOCUMENTS, OR BEFORE OR AFTER A SALE OF THE PREMISES BY THE SHERIFF, MARSHAL, CONSTABLE OR OTHER PROPER LEGAL OFFICER.

Initials of authorized signatory of Mortgagor             

IN WITNESS WHEREOF, Mortgagor has on the date set forth in the acknowledgement hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.

THE UNDERSIGNED MORTGAGOR ACKNOWLEDGES THAT IT FULLY UNDERSTANDS THE CONFESSIONS OF JUDGMENT AND WAIVERS CONTAINED IN SECTION 9.4 HEREOF AND KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY ENTERS INTO THIS INSTRUMENT FULLY COMPREHENDING THE RELINQUISHMENT OF CERTAIN RIGHTS BY VIRTUE OF SUCH CONFESSIONS OF JUDGMENT AND WAIVERS.

MORTGAGOR:	VERDELLI FARMS, INC., a Pennsylvania corporation
	By:

Name:

Title: 

Certified Address of Mortgagee

The undersigned hereby certifies that the address of the mortgagee is:

245 Park Avenue, 37th Floor

New York, New York 10167-0062

Attention: Loan Syndications

By:

Name:

Title:

STATE OF		)
		) ss.
COUNTY OF	)

On                     , 2008, before me the undersigned office, personally appeared                      who acknowledged himself to be the                      of Verdelli Farms, Inc., a Pennsylvania corporation, and that he as such                      being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as                     .

In witness whereof, I hereunto set my official hand and official seal.

Notary Public

CONFESSION OF JUDGMENT

EXPLANATION AND DISCLOSURE OF RIGHTS/WAIVERS

Agent:             COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH

Borrower:       CHIQUITA BRANDS, L.L.C.

Mortgagor;     VERDELLI FARMS, INC.

1. Agent has agreed to make a certain financial accommodations (the “Loan”) to Borrower. Mortgagor has executed a guarantee guaranteeing certain obligations of Borrower with respect to the Loan. In connection therewith, Mortgagor is executing and delivering to Agent an instrument (the “Instrument”) which contains warrants of attorney to confess judgment respectively against Mortgagor.

2. Mortgagor clearly and specifically acknowledges, understands and agrees that:

(A) THE WARRANTS OF ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THE INSTRUMENT ARE PROVISIONS PURSUANT TO WHICH AGENT MAY ENTER JUDGMENT BY CONFESSION AGAINST MORTGAGOR.

(B) THE INSTRUMENT ALSO CONTAINS PROVISIONS UNDER WHICH AGENT MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY OR TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF MORTGAGOR, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT.

(C) BY SIGNING THE INSTRUMENT CONTAINING THE CONFESSION OF JUDGMENT CLAUSE, MORTGAGOR WILL GIVE UP THE RIGHT TO ANY NOTICE OR OPPORTUNITY TO BE HEARD PRIOR TO THE ENTRY OF THIS JUDGMENT ON THE RECORDS OF THE COURT.

(D) BY SIGNING THE INSTRUMENT CONTAINING THE CONFESSION OF JUDGMENT CLAUSE, MORTGAGOR WILL AGREE THAT AGENT CAN ENTER THIS JUDGMENT PRIOR TO PROOF OF NON-PAYMENT OR OTHER DEFAULT ON MORTGAGOR’S PART.

(E) BY SIGNING THE INSTRUMENT CONTAINING THE CONFESSION OF JUDGMENT CLAUSE, MORTGAGOR WILL SUBJECT ALL OF MORTGAGOR’S PROPERTY, BOTH REAL AND PERSONAL, TO EXECUTION (AND SHERIFF’S SALE), PURSUANT TO THIS JUDGMENT, PRIOR TO PROOF OF NON-PAYMENT OR OTHER DEFAULT ON THE PART OF MORTGAGOR OR ANY OTHER PARTY.

3. Mortgagor acknowledges, knows and understands that it is the confession of judgment clause in the Instrument which give Agent the rights enumerated in subparagraphs A through E of Paragraph 2 above. IF MORTGAGOR DOES NOT SIGN THE INSTRUMENT WHICH CONTAINS CONFESSION OF JUDGMENT CLAUSE(S), MORTGAGOR UNDERSTANDS THAT MORTGAGOR WOULD HAVE THE FOLLOWING:

(A) THE RIGHT TO HAVE NOTICE AND AN OPPORTUNITY TO BE HEARD PRIOR TO ENTRY OF JUDGMENT.

(B) THE RIGHT TO HAVE THE BURDEN OF PROVING DEFAULT REST UPON AGENT BEFORE MORTGAGOR’S PROPERTY COULD BE EXPOSED TO EXECUTION ON THE JUDGMENT.

(C) THE RIGHT TO AVOID THE ADDITIONAL EXPENSE OF ATTORNEYS’ FEES AND COSTS INCIDENT TO THE OPENING OR STRIKING OFF OF A CONFESSED JUDGMENT.

4. Mortgagor, with full and complete understanding of these rights which Mortgagor has prior to signing the Instruments and clearly aware that these rights will be given up, waived, relinquished, and abandoned if Mortgagor signs the Instruments, MORTGAGOR NEVERTHELESS FREELY, KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY CHOOSES TO SIGN THE INSTRUMENTS, MORTGAGOR’S INTENTION BEING TO GIVE UP, WAIVE, RELINQUISH, AND ABANDON MORTGAGOR’S KNOWN RIGHTS (AS DESCRIBED IN PARAGRAPH 3 ABOVE) AND TO SUBJECT MORTGAGOR TO THE CIRCUMSTANCES DESCRIBED IN PARAGRAPH 2 ABOVE.

5. Mortgagor acknowledges, represents and warrants to Agent that:

(A) Mortgagor’s annual income exceeds $10,000.

(B) Mortgagor has received a copy of this disclosure document at the time of signing.

(C) The Loan has been advanced for business purposes.

(D) Mortgagor and any individual(s) executing the Instrument or this disclosure on behalf of the Mortgagor are duly authorized to execute the Instrument and this disclosure (including the warrant of attorney) on behalf of the Mortgagor.

IN WITNESS WHEREOF, Mortgagor intending to be legally bound, has executed this disclosure this      day of March, 2008.

We have read this entire form and we fully understand its contents.

MORTGAGOR:

VERDELLI FARMS, INC., a Pennsylvania corporation

By:

Name:

Title:

EXHIBIT A

LEGAL DESCRIPTIONS

Legal Descriptions of premises located in Harrisburg, Pennsylvania (Dauphin County):

[See Attached Page(s) For Legal Descriptions]

Exh. A-1

EXHIBIT B

PERMITTED ENCUMBRANCES

Those exceptions set forth in Schedule B of that certain policy of title insurance issued to Mortgagee by [            ] on or about the date hereof pursuant to commitment number [            ].

Exh. B-1

EXHIBIT Q-2

FORM OF CLAYTON COUNTY LEASEHOLD MORTGAGE

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PREPARED BY, RECORDING REQUESTED BY,

AND WHEN RECORDED MAIL TO:

Paul, Hastings, Janorsky & Walker LLP

600 Peachtree Street, NE, Suite 2400

Atlanta, Georgia 30308

Attention: Ted Smith, Esq.

LEASEHOLD DEED TO SECURE DEBT, ASSIGNMENT OF RENTS AND LEASES, AND

SECURITY AGREEMENT

by and from

FRESH EXPRESS INCORPORATED, as successor by merger and name change to Fresh-Cuts

Incorporated, “Grantor”

to

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK

NEDERLAND”, NEW YORK BRANCH, in its capacity as Agent, “Grantee”

Dated as of April [            ], 2008

Location;         1361 Southern Road

Municipality:  Morrow

County:           Clayton

State:               Georgia

NO INTANGIBLE TAX IS DUE BECAUSE THIS INSTRUMENT SECURES A GUARANTY

AGREEMENT

THIS INSTRUMENT SECURES INDEBTEDNESS IN AN AGGREGATE AMOUNT NOT TO

EXCEED $400,000,000.00

THE FINAL MATURITY DATE OF THE INDEBTEDNESS IS MARCH 31, 2014

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LEASEHOLD DEED TO SECURE DEBT, ASSIGNMENT OF RENTS AND LEASES, AND

SECURITY AGREEMENT

THIS LEASEHOLD DEED TO SECURE DEBT, ASSIGNMENT OF RENTS AND LEASES, AND SECURITY AGREEMENT (this “Deed to Secure Debt”) is dated as of April [    ], 2008 by and from FRESH EXPRESS INCORPORATED, a Delaware corporation, as successor by merger and name change to Fresh-Cuts Incorporated, a Delaware corporation (“Grantor”), whose address is c/o Chiquita Brands L.L.C., 250 East Fifth Street, Cincinnati, Ohio 45202 to COÖPERATIEVE CENTRALE RALFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as administrative agent for the Lenders (as defined in the Credit Agreement, defined below) acting in its capacity as the collateral agent for the benefit of the Secured Parties as defined in the Credit Agreement (in such capacity, “Agent”), having an address at 245 Park Avenue, 37th Floor, New York, New York 10167-0062, Attention: Loan Syndications (Agent, together with its successors and assigns, “Grantee”).

ARTICLE 1

DEFINITIONS

Section 1.1 Definitions. All capitalized terms used herein without definition shall have the respective meanings ascribed to them in that certain Credit Agreement dated March 31, 2008, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), among Chiquita Brands, L.L.C., as borrower (“Borrower”), Chiquita Brands International, Inc., Agent and the other Secured Parties identified therein. As used herein, the following terms shall have the following meanings;

(a) “Event of Default”: An Event of Default under and as defined in the Credit Agreement.

(b) “Guarantee”: That certain Subsidiary Guarantee Agreement by and from Grantor and the other guarantors party thereto for the benefit of the Secured Parties, dated March 31, 2008, as the same may be hereafter amended, amended and restated, supplemented or otherwise modified from time to time.

(c) “Indebtedness”: (1) All Secured Obligations (as defined in the Credit Agreement), including all indebtedness of Grantor to Grantee or any of the other Secured Parties under or with respect to the Credit Agreement, the Guarantee, or any other Credit Document to which Grantor is a party, including, without limitation, the sum of all (a) principal, interest and other amounts owing under or evidenced or secured by the Credit Documents and (b) principal, interest and other amounts which may hereafter be Ient by Grantee or any of the other Secured Parties under or in connection with the Credit Agreement or any of the other Credit Documents, whether evidenced by a promissory note or other instrument which, by its terms, is secured hereby, and (2) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Grantor to Grantee or any of the other Secured Parties under documents which recite that they are intended to be secured by this Deed to Secure Debt. The Indebtedness secured hereby includes, without limitation, all interest and expenses accruing after the commencement by or against Grantor or any of its Affiliates of a proceeding under the Bankruptcy Code (as defined in the Credit Agreement) or any similar law for the relief of debtors.

(d) “Mortgaged Property”: The leasehold interest in the real property described in Exhibit A attached hereto and incorporated herein by this reference created by the Subject Lease (defined below), together with all rights and interests of Grantor in and to the Subject Lease and any greater estate in such real property as hereafter may be acquired by Grantor pursuant to any purchase option under the

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Subject Lease (including without limitation, pursuant to Section 11 of the Subject Lease) or otherwise (the “Land”), and all of Grantor’s right, title and interest now in and to (I) all improvements owned by Grantor, now placed or constructed upon the Land (the “Improvements”; the Land and Improvements are collectively referred to as the “Premises”), (2) all materials, supplies, equipment, apparatus and other items of personal property owned by Grantor and attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements, and all equipment, inventory and other goods in which Grantor has any rights or any power to transfer rights and that are fixtures (as defined in the UCC, defined below) related to the Land (the “Fixtures”), (3) all goods, accounts, inventory, general intangibles, instruments, documents, contract rights and chattel paper, including all such items as defined in the UCC, now owned or hereafter acquired by Grantor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Premises (the “Personalty”), (4) all reserves, escrows or impounds required under the Credit Agreement or any of the other Credit Documents and all deposit accounts maintained by Grantor with respect to the Mortgaged Property (the “Deposit Accounts”), (5) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person, a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits (the “Leases”), (6) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security and other types of deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (7) all options to purchase or lease the Mortgaged Property or any portion thereof or interest therein (the “Options”), including without limitation, the Purchase Option (defined below), (8) all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the “Property Agreements”), (9) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, (10) all property tax refunds payable with respect to the Mortgaged Property (the “Tax Refunds”), (11) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”), (12) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property owned by Grantor (the “Insurance”), and (13) all awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to any condemnation or other taking (or any purchase in lieu thereof) of all or any portion of the Land, Improvements, Fixtures or Personalty (the “Condemnation Awards”). As used in this Deed to Secure Debt, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

(e) “Obligations”: All of the agreements, covenants, conditions, warranties, representations under the Credit Agreement, the Guarantee, and any other Credit Documents, and the Lender Rate Contracts, including the Secured Obligations.

(f) “Purchase Option”: That certain purchase option contained in Section 11 of the Subject Lease.

(g) “Security Agreement”: That certain Security Agreement by and from Grantor, the other Loan Parties party thereto and Agent, as collateral agent for the benefit of the Secured Parties, dated March 31, 2008, as the same may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time.

(h) “Subject Lease”: Shall have the meaning set forth in Exhibit B attached hereto.

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(i) “UCC”: The Uniform Commercial Code of Georgia or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than Georgia, then, as to the matter in question, the Uniform Commercial Code in effect in that state.

ARTICLE 2

GRANT

Section 2.1 Grant. To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Grantor GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Grantee the Mortgaged Property, subject, however, only to the matters that are set forth on Exhibit C attached hereto (the “Permitted Encumbrances”) and to other Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property unto Grantee, FOREVER WITH POWER OF SALE, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Grantee.

THIS CONVEYANCE is given to secure a guaranty of a revolving loan in the maximum principal amount at any one time outstanding not to exceed $400,000,000.00, maturing on March 31, 2014, and is intended to operate and is to be construed as a deed passing title to the property herein described to Grantee and is intended to operate under Title 44, Chapter 14, Article 3 of the Official Code of Georgia Annotated in regard to the sale of property to secure debts, and not as a mortgage.

THIS DEED TO SECURE DEBT is given for the purpose of conveying real property in order to secure future advances, whether such advances are obligatory or to be made at the option of Lenders, or otherwise, and whether made before or after default or maturity or other similar events, to the same extent as if such future advances were made on the date of the execution hereof. The security title created by this Deed to Secure Debt, as to third persons, with or without actual knowledge hereof, shall be valid as to all such indebtedness and such future advances, from the date of recordation of this Deed to Secure Debt, shall have priority.

ARTICLE 3

WARRANTIES, REPRESENTATIONS AND COVENANTS

Grantor warrants, represents and covenants to Grantee as follows:

Section 3.1 Title to Mortgaged Property and Lien of this Instrument. Grantor owns the Mortgaged Property free and clear of any liens, claims or interests, except the Permitted Encumbrances and the other Permitted Liens. This Deed to Secure Debt creates valid, enforceable first priority liens and security interests against the Mortgaged Property.

Section 3.2 First Lien Status. Grantor shall preserve and protect the first lien and security interest status of this Deed to Secure Debt and the other Credit Documents. If any Lien other than a Permitted Encumbrance or another Permitted Lien is asserted against the Mortgaged Property, Grantor shall promptly, and at its expense, (a) give Grantee a detailed written notice of such Lien (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement (including the requirement of providing a bond or other security satisfactory to Grantee).

Section 3.3 Payment and Performance. As required by the Guarantee and this Deed to Secure Debt, Grantor shall pay the Indebtedness when due under the Credit Agreement and the other Credit Documents and shall perform the Obligations in full when they are required to be performed.

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Section 3.4 Replacement of Fixtures and Personalty. Grantor shall not, without the prior written consent of Grantee, permit any of the Fixtures or Personalty owned or leased by Grantor to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or is permitted to be removed by the Credit Agreement.

Section 3.5 Inspection. Grantor shall permit Grantee and the other Secured Parties and their respective agents, representatives and employees, upon reasonable prior notice to Grantor (so long as no Default shall have occurred and be continuing), and in compliance with the Subject Lease, to inspect the Mortgaged Property and all books and records of Grantor located thereon, and to conduct such environmental and engineering studies as Grantee or the other Secured Parties may require, provided that such inspections and studies shall not materially interfere with the use and operation of the Mortgaged Property.

Section 3.6 Other Covenants. All of the covenants in the Credit Agreement and the other Credit Documents are incorporated herein by reference and, together with covenants in this Article 3 shall be covenants running with the Land.

Section 3.7 Insurance; Condemnation Awards and Insurance Proceeds.

(a) Insurance. Grantor shall maintain or cause to be maintained such insurance as required pursuant to Section 5.01(d) of the Credit Agreement. If any portion of the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (or any amendment or successor act thereto), then Grantor shall maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to such Act.

(b) Condemnation Awards. Subject to the terms of the Subject Lease, Grantor assigns all Condemnation Awards to Grantee and authorizes Grantee to collect and receive such Condemnation Awards (to the extent Grantor is entitled thereto under the Subject Lease) and to give proper receipts and acquittances therefor, subject to the terms of the Credit Agreement (including, without limitation, Section 2.06(c)(i i) thereof).

(c) Insurance Proceeds. Subject to the terms of the Subject Lease, Grantor assigns to Grantee all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property. Subject to the terms of the Credit Agreement (including, without limitation, Section 2.06(c)(iii) thereof), Grantor authorizes Grantee to collect and receive such proceeds (to the extent Grantor is entitled thereto under the Subject Lease) and authorizes and directs the issuer of each of such insurance policies to make payment for all such losses (to the extent Grantor is entitled thereto under the Subject Lease) directly to Grantee, instead of to Grantor and Grantee jointly.

ARTICLE 4

LEASEHOLD DEED TO SECURE DEBT PROVISIONS

Section 4.1 Representations; Warranties; Covenants. Grantor hereby represents, warrants and covenants that:

(a) (1) Except as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances

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which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived;

(b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease;

(c) Grantor shall notify Grantee in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default;

(d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder;

(e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void;

(f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option;

(g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and

(h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises.

Section 4.2 No Merger. So long as any of the Indebtedness or the Obligations remain unpaid or unperformed, the fee title to and the leasehold estate in the Premises subject to the Subject Lease shall not merge but shall always be kept separate and distinct notwithstanding the union of such estates in the lessor or Grantor, or in a third party, by purchase or otherwise. If Grantor acquires the fee title or any other estate, title or interest in the Premises, or any part thereof by the exercise of any purchase option under the Subject Lease or otherwise, the lien of this Deed to Secure Debt shall attach to, cover and be a lien upon such acquired estate, title or interest and the same shall thereupon be and become a part of the Mortgaged Property with the same force and effect as if specifically encumbered herein.

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Grantor agrees to execute all instruments and documents that Grantee may reasonably require to ratify, confirm and further evidence the lien of this Deed to Secure Debt on the acquired estate, title or interest. Furthermore, Grantor hereby appoints Grantee as its true and lawful attorney-in-fact to execute and deliver, following an Event of Default, all such instruments and documents in the name and on behalf of Grantor. This power, being coupled with an interest, shall be irrevocable as long as any portion of the Indebtedness remains unpaid.

Section 4.3 Grantee as Lessee. If the Subject Lease shall be terminated prior to the natural expiration of its term due to default by Grantor or any tenant thereunder, and if, pursuant to the provisions of the Subject Lease, Grantee or its designee shall acquire from the lessor a new lease of the Premises, Grantor shall have no right, title or interest in or to such new lease or the leasehold estate created thereby, or renewal privileges therein contained.

Section 4.4 No Assignment. Notwithstanding anything to the contrary contained herein, this Deed to Secure Debt shall not constitute an assignment of the Subject Lease within the meaning of any provision thereof prohibiting its assignment and Grantee shall have no liability or obligation thereunder by reason of its acceptance of this Deed to Secure Debt. Grantee shall be liable for the obligations of the tenant arising out of the Subject Lease for only that period of time for which Grantee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of Grantor’s right, title and interest therein.

ARTICLE 5

DEFAULT AND FORECLOSURE

Section 5.1 Remedies. Upon the occurrence and during the continuance of an Event of Default, Grantee may, at Grantee’s election, exercise any or all of the following rights, remedies and recourses:

(a) Acceleration. Subject to any provisions of the Credit Documents providing for the automatic acceleration of the Indebtedness upon the occurrence of certain Events of Default, declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Grantor), whereupon the same shall become immediately due and payable.

(b) Entry on Mortgaged Property. Subject to the terms of the Subject Lease and applicable law, enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Grantor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default, and without Grantee’s prior written consent, subject to the terms of the Subject Lease and applicable law, Grantee may invoke any legal remedies to dispossess Grantor.

(c) Operation of Mortgaged Property. Hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Grantee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Grantee deems necessary or desirable), all in a manner consistent with the terms of the Subject Lease, and apply all Rents and other amounts collected by Grantee in connection therewith in accordance with the provisions of Section 5.7.

(d) Foreclosure and Sale. Institute proceedings for the complete foreclosure of this Deed to Secure Debt, either by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels as Grantee may determine, subject to the terms of

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the Subject Lease and applicable law. With respect to any notices required or permitted under the UCC, Grantor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable. Upon acceleration of the Indebtedness, Grantee may sell the Mortgaged Property or any part of the Mortgaged Property at one or more public sale or sales before the door of the courthouse of the county in which the Mortgaged Property or any part of the Mortgaged Property is situated, to the highest bidder for cash, in order to pay the Indebtedness and satisfy the Obligations, and all expenses of sale and of all proceedings in connection therewith, including reasonable attorneys’ fees, after advertising the time, place and terms of sale once a week for four (4) weeks immediately preceding such sale (but without regard to number of days) in a newspaper in which sheriff’s sales are advertised in said county, all other notice being hereby waived by Grantor. At any such public sale, Grantee may execute and deliver to the purchaser a conveyance of the Mortgaged Property or any part of the Mortgaged Property in fee simple, with full warranties of title, and to this end Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to make such sale and conveyance, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed, and any recitals in said conveyance or conveyances as to facts essential to a valid sale shall be binding upon Grantor. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, and shall not be exhausted by one exercise thereof, but may be exercised until full payment of all the Indebtedness and satisfaction of all the Obligations. In the event of any sale under this Deed to Secure Debt by virtue of the exercise of the powers herein granted, or pursuant to any order in any judicial proceeding or otherwise, the Mortgaged Property may be sold as an entirety or in separate parcels and in such manner or order as Grantee in its discretion may elect, and if Grantee so elects, Grantee may sell the personal property covered by this Deed to Secure Debt at one or more separate sales in any manner permitted by the UCC, and one or more exercises of the powers herein grant shall not extinguish nor exhaust such powers, until the entire Mortgaged Property is sold or the Indebtedness and Obligations are satisfied in full. At any such sale, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Grantor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Grantor. If Grantee is the highest bidder, Grantee may credit the purchase price against the Indebtedness in lieu of paying cash. In the event this Deed to Secure Debt is foreclosed by judicial action, appraisement of the Mortgaged Property is waived.

(e) Receiver. Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the repayment of the Indebtedness, the appointment of a receiver Of the Mortgaged Property, and Grantor irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and in a manner consistent with the terms of the Subject Lease, and shall apply such Rents in accordance with the provisions of Section 5.7.

(f) Other. Subject to the terms of the Subject Lease, exercise all other rights, remedies and recourses granted under the Credit Documents or otherwise available at law or in equity.

Section 5.2 Separate Sales. To the extent not prohibited under the Subject Lease, the Mortgaged Property may be sold in one or more parcels and in such manner and order as Grantee in its sole discretion may direct. The right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

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Section 5.3 Remedies Cumulative, Concurrent and Nonexclusive. Grantee shall have all rights, remedies and recourses granted in the Credit Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Grantor or others obligated under the Credit Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Grantee (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Grantee in the enforcement of any rights, remedies or recourses under the Credit Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

Section 5.4 Release of and Resort to Collateral. Grantee may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate Lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the Lien or security interest created in or evidenced by the Credit Documents or their status as a first and prior Lien and security interest in and to the Mortgaged Property. For payment of the Indebtedness, Grantee may resort to any other security in such order and manner as Grantee may elect.

Section 5.5 Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Grantor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event of Default or of any election by Grantee to exercise or the actual exercise of any right, remedy or recourse provided for under the Credit Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

Section 5.6 Discontinuance of Proceedings. if Grantee or any other Secured Party shall have proceeded to invoke any right, remedy or recourse permitted under the Credit Documents and shall thereafter elect to discontinue or abandon it for any reason, Grantee or such other Secured Party, as the case may be, shall have the unqualified right to do so and, in such an event, Grantor, Grantee, and the other Secured Parties shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Credit Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Grantee and the other Secured Parties shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Grantee or any other Secured Party thereafter to exercise any right, remedy or recourse under the Credit Documents for such Event of Default.

Section 5.7 Application of Proceeds. The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Mortgaged Property, shall be applied by Grantee (or the receiver, if one is appointed) in the following order unless otherwise required by applicable law:

(a) to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing, improving and selling the same, including, without limitation (I) receiver’s fees and expenses, including the repayment of the amounts evidenced by any receiver’s certificates, (2) court costs, (3) attorneys’ and accountants’ fees and expenses, (4) costs of advertisement, and (5) the payment of all rent and other charges under the Subject Lease; and

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(b) to the payment of the Indebtedness and performance of the Obligations as provided in Section 6.03 of the Credit Agreement.

Section 5.8 Occupancy After Foreclosure. Any sale of the Mortgaged Property or any part thereof in accordance with Section 5.1(d) will divest all right, title and interest of Grantor in and to the property sold. Subject to applicable law and the Subject Lease, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Grantor retains possession of such property or any part thereof subsequent to such sale, Grantor will be considered a tenant at sufferance of the purchaser, and will, if Grantor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

Section 5.9 Additional Advances and Disbursements; Costs of Enforcement.

(a) Upon the occurrence and during the continuance of any Event of Default, Grantee shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Grantor. All sums advanced and expenses incurred at any time by Grantee under this Section 5.9, or otherwise under this Deed to Secure Debt or any of the other Credit Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the highest lawful rate at which interest is then computed on any portion of the Indebtedness, and all such sums, together with interest thereon, shall be secured by this Deed to Secure Debt.

(b) Grantor shall pay all expenses (including reasonable attorneys’ fees and expenses) of or incidental to the perfection and enforcement of this Deed to Secure Debt and the other Credit Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Deed to Secure Debt and the other Credit Documents, and for the curing thereof, or for defending or asserting the rights and claims of Grantee in respect thereof, by litigation or otherwise.

Section 5.10 No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Article 5, the assignment of the Rents and Leases under Article 6, the security interests under Article 7, nor any other remedies afforded to Grantee under the Credit Documents, at law or in equity shall cause Grantee or any other Secured Party to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Grantee or any other Secured Party to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

ARTICLE 6

ASSIGNMENT OF RENTS AND LEASES

Section 6.1 Assignment. In furtherance of and in addition to the assignment made by Grantor in Section 2.1 of this Deed to Secure Debt, Grantor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Grantee all of its right, title and interest in and to all Leases and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Grantor shall have a revocable license from Grantee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Grantor, the license herein granted shall automatically expire and terminate, without notice to

9

Grantor by Grantee (any such notice being hereby expressly waived by Grantor to the extent permitted by applicable law).

Section 6.2 Perfection Upon Recordation. Grantor acknowledges that Grantee has taken all actions necessary to obtain, and that upon recordation of this Deed to Secure Debt and an appropriate UCC Fixture Filing and Financing Statement, Grantee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases. Grantor acknowledges and agrees that upon recordation of this Deed to Secure Debt Grantee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Grantor and to the extent permitted under applicable law, all third parties, in any case under the Bankruptcy Code, without the necessity of commencing a foreclosure action with respect to this Deed to Secure Debt, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

Section 6.3 Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of the Rents hereunder, Grantor and Grantee agree that (a) this Deed to Secure Debt shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Deed to Secure Debt extends to property of Grantor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

Section 6.4 No Merger of Estates. So long as part of the Indebtedness and the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Mortgaged Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Grantor, Grantee, any tenant or any third party by purchase or otherwise.

ARTICLE 7

SECURITY AGREEMENT

Section 7.1 Security Interest. This Deed to Secure Debt constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Options, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards. To this end, subject to the terms of the Security Agreement, Grantor grants to Grantee a first and prior security interest in the Personalty, Fixtures, Leases, Rents, Options, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and all other Mortgaged Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, and agrees that Grantee shall have all the rights and remedies of a secured party under the UCC with respect to such property, Any notice of sale, disposition or other intended action by Grantee with respect to the Personalty, Fixtures, Leases, Rents, Options, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Grantor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Grantor. In the event of any conflict or inconsistency between the terms of this Deed to Secure Debt and the terms of the Security Agreement with respect to the collateral covered both therein and herein, the Security Agreement shall control and govern to the extent of any such conflict or inconsistency.

Section 7.2 Financing Statements. Subject to the terms of the Security Agreement Grantee shall be authorized to prepare such financing statements, and Grantor shall execute and deliver to Grantee such other documents, instruments and further assurances, in each case in form and substance satisfactory to Grantee, as Grantee may, from time to time, reasonably consider necessary to create, perfect and preserve Grantee’s security interest hereunder. Grantor hereby irrevocably authorizes Grantee

10

to cause financing statements (and amendments thereto and continuations thereof) and any such documents, instruments and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor represents and warrants to Grantee that Grantor’s jurisdiction of organization is the State of Delaware, After the date of this Deed to Secure Debt, Grantor shall not change its name, type of organization, organizational identification number (if any), jurisdiction of organization or location (within the meaning of the UCC) without giving at least thirty (30) days’ prior written notice to Grantee.

ARTICLE 8

MISCELLANEOUS

Section 8.1 Notices. Any notice required or permitted to be given under this Deed to Secure Debt shall be given in accordance with Section 9 of the Guarantee.

Section 8.2 Covenants Running with the Land. All Obligations contained in this Deed to Secure Debt are intended by Grantor and Grantee to be, and shall be construed as, covenants running with the Land. As used herein, “Grantor” shall refer to the party named in the first paragraph of this Deed to Secure Debt and to any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Credit Documents; provided, however, that no such party shall be entitled to any rights thereunder without the prior written consent of Grantee.

Section 8.3 Attorney-in-Fact. Grantor hereby irrevocably appoints Grantee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution with full authority in the place and stead of Grantor and in the name of Grantor or otherwise, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Grantee deems appropriate to protect Grantee’s interest, if Grantor shall fail to do so within ten (10) days after written request by Grantee, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed to Secure Debt or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Options, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Grantee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Grantor hereunder; provided, however, that (I) Grantee shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Grantee in such performance shall be added to and included in the Indebtedness and shall bear interest at the highest rate at which interest is then computed on any portion of the Indebtedness; (3) Grantee as such attorney-in-fact shall only be accountable for such funds as are actually received by Grantee; and (4) Grantee shall not be liable to Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 8.3.

Section 8.4 Successors and Assigns. This Deed to Secure Debt shall be binding upon and inure to the benefit of Grantee, the other Secured Parties and Grantor and their respective successors and assigns. Grantor shall not, without the prior written consent of Grantee, assign any rights, duties or obligations hereunder.

Section 8.5 No Waiver. Any failure by Grantee or the other Secured Parties to insist upon strict performance of any of the terms, provisions or conditions of the Credit Documents shall not be

11

deemed to be a waiver of same, and Grantee and the other Secured Parties shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions.

Section 8.6 Credit Agreement; Interpretive Provisions. If any conflict or inconsistency exists between this Deed to Secure Debt and the Credit Agreement or the Guarantee, the Credit Agreement and the Guarantee shall control and govern to the extent of any such conflict or inconsistency. Nothing contained herein shall be construed to waive or negate the rights of Grantor to notice or cure as expressly contained in the Credit Agreement, the Guarantee, or any other Credit Document. The provisions of Sections 1.04, 1.05, 1.07, 1.10 and 1.11 of the Credit Agreement are hereby incorporated into this Deed to Secure Debt by reference.

Section 8.7 Release or Reconveyance. Upon payment in full of the indebtedness and performance in full of the Obligations and termination of all obligations of the Secured Parties under the Credit Agreement (including all obligations to make revolving advances or to honor letters of credit issued thereunder) or upon a sale or other disposition of the Mortgaged Property permitted by the Credit Agreement, Grantee, at Grantor’s request and expense, shall cause this Deed to Secure Debt to be surrendered or cancelled of record.

Section 8.8 Waiver of Stay, Moratorium and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed to Secure Debt or the Indebtedness or Obligations secured hereby, or any agreement between Grantor and Grantee or any rights or remedies of Grantee or any other Secured Party.

Section 8.9 Applicable Law. The provisions of this Deed to Secure Debt regarding the creation, perfection and enforcement of the liens and security interests herein granted shall be governed by and construed under the laws of the state in which the Mortgaged Property is located. All other provisions of this Deed to Secure Debt shall be governed by the laws of the State of New York (including, without limitation, Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).

Section 8.10 Headings. The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.

Section 8.11 Severability. If any provision of this Deed to Secure Debt shall be held by any court of competent jurisdiction to be unlawful, void or unenforceable for any reason, such provision shall be deemed severable from and shall in no way affect the enforceability and validity of the remaining provisions of this Deed to Secure Debt.

Section 8.12 Entire Agreement. This Deed to Secure Debt and the other Credit Documents embody the entire agreement and understanding between Grantor and Grantee relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof, Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

Section 8.13 Grantee as Agent; Successor Agents.

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(a) Agent has been appointed to act as Agent hereunder by the other Secured Parties. Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of the Mortgaged Property) in accordance with the terms of the Credit Agreement and this Deed to Secure Debt. Grantor and all other Persons shall be entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Agent, without inquiry into the existence of required consents or approvals of any other party therefor.

(b) Grantee shall at all times be the same Person that is Agent under the Credit Agreement. Written notice of resignation by Agent pursuant to the Credit Agreement shall also constitute notice of resignation as Agent under this Deed to Secure Debt. Removal of Agent pursuant to any provision of the Credit Agreement shall also constitute removal as Agent under this Deed to Secure Debt. Appointment of a successor Agent pursuant to the Credit Agreement shall also constitute appointment of a successor Agent under this Deed to Secure Debt. Upon the acceptance of any appointment as Agent by a successor Agent under the Credit Agreement, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent as the Grantee under this Deed to Secure Debt, and the retiring or removed Agent shall promptly, at the expense of Grantor, (i) assign and transfer to such successor Agent all of its right, title and interest in and to this Deed to Secure Debt and the Mortgaged Property, and (ii) execute and deliver to such successor Agent such assignments and amendments and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the liens and security interests created hereunder, whereupon such retiring or removed Agent shall be discharged from its duties and obligations under this Deed to Secure Debt. After any retiring or removed Agent’s resignation or removal hereunder as Agent, the provisions of this Deed to Secure Debt and the Credit Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Deed to Secure Debt while it was Agent or Grantee hereunder.

ARTICLE 9

LOCAL LAW PROVISIONS

Section 9.1 Inconsistencies. In the event of any inconsistencies between the terms and conditions of this Article 9 and the other provisions of this Deed to Secure Debt, the terms and conditions of this Article 9 shall control and be binding.

Section 9.2 Waiver of Grantor’s Rights. BY EXECUTION OF THIS DEED TO SECURE DEBT, GRANTOR EXPRESSLY: (1) ACKNOWLEDGES THE RIGHT OF GRANTEE AND THE OTHER SECURED PARTIES TO ACCELERATE THE OBLIGATIONS EVIDENCED BY THE CREDIT AGREEMENT AND OTHER CREDIT DOCUMENTS AND ANY OTHER OBLIGATIONS AND THE POWER OF ATTORNEY GIVEN HEREIN TO GRANTEE TO SELL THE MORTGAGED PROPERTY BY NONJUDICIAL FORECLOSURE UPON DEFAULT BY GRANTOR WITHOUT ANY JUDICIAL HEARING AND WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS DEED TO SECURE DEBT; (2) WAIVES ANY AND ALL RIGHTS WHICH GRANTOR MAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES (INCLUDING, WITHOUT LIMITATION, THE FIFTH AND FOURTEENTH AMENDMENTS THEREOF), OF’ HE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED, OR BY REASON OF ANY OTHER APPLICABLE LAW, (a) TO NOTICE AND TO JUDICIAL HEARING PRIOR TO nit EXERCISE BY GRANTEE OR THE OTHER SECURED PARTIES OF ANY RIGHT OR REMEDY HEREIN PROVIDED TO GRANTEE AND THE OTHER SECURED PARTIES, EXCEPT SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS DEED TO

13

SECURE DEBT AND (b) CONCERNING THE APPLICATION, RIGHTS OR BENEFITS OF ANY STATUTE OF LIMITATION OR ANY MORATORIUM, REINSTATEMENT, MARSHALLING, FOREBEARANCE, APPRAISEMENT, VALUATION, STAY, EXTENSION, HOMESTEAD, EXEMPTION OR REDEMPTION LAWS; (3) ACKNOWLEDGES THAT GRANTOR HAS READ THIS DEED TO SECURE DEBT AND ANY AND ALL QUESTIONS REGARDING THE LEGAL EFFECT OF THIS DEED TO SECURE DEBT AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO GRANTOR AND GRANTOR HAS CONSULTED WITH COUNSEL OF GRANTOR’S CHOICE PRIOR TO EXECUTING THIS DEED TO SECURE DEBT; AND (4) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OF GRANTOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY GRANTOR AS PART OF A BARGAINED FOR LOAN TRANSACTION AND THAT THIS DEED TO SECURE DEBT IS VALID AND ENFORCEABLE BY GRANTEE AND THE OTHER SECURED PARTIES AGAINST GRANTOR IN ACCORDANCE WITH ALL THE TERMS AND CONDITIONS HEREOF.

Section 9.3 Non-Residential Status of Property. Grantor represents and warrants to Grantee that neither all of the Mortgaged Property nor any part thereof is to be used as a dwelling place by Grantor at the time this Deed to Secure Debt is entered into and, accordingly, the notice requirements of Official Code of Georgia Annotated § 44-14-162.2 shall not be applicable to any exercise of the power of sale contained in this Deed to Secure Debt.

Section 9.4 Commercial Transaction. The interest of Grantee under this Deed to Secure Debt and the liability and obligations of Grantor for the payment of the Obligations arise from a “commercial transaction” within the meaning of Official Code of Georgia, Annotated § 44-14-260(1). Accordingly, pursuant to Official Code of Georgia Annotated § 44-14-263, Grantor waives any and all rights which Grantor may have to notice prior to seizure by Grantee or the Secured Parties of any interest in personal property of Grantor which constitutes part of the Mortgaged Property, whether such seizure is by writ of possession or otherwise.

14

IN WITNESS WHEREOF, Grantor has, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED under seal by authority duty given.

	GRANTOR:
Signed, sealed and delivered by Grantor in the presence of:
	FRESH EXPRESS INCORPORATED, as successor by merger and name change to Fresh-Cuts Incorporated, a Delaware corporation
Witness
Notary Public	By:
My Commission Expires:	Name:
	Title:
[NOTARIAL SEAL]	[CORPORATE SEAL]

15

EXHIBIT A

LEGAL DESCRIPTION

Legal Description of premises located at 1361 Southern Road, Morrow, Georgia (Clayton County):

[See Attached Page(s) For Legal Description]

16

EXHIBIT B

SUBJECT LEASE

The term “Subject Lease” shall mean the agreement of lease described in this Exhibit B. If more than one agreement of lease is described, the “Subject Lease” shall mean (a). each lease individually and (b) all such leases collectively.

That certain Lease Agreement dated April 1, 2004, pursuant to which Grantor leases all or a portion of the Land from the Development Authority of Clayton County, a short form of which was recorded in the Clayton County, Georgia Records at Deed Book 7729, Page 305, as amended by that certain First Modification of Short Form Lease Agreement, dated April 14, 2008, recorded in the Clayton County, Georgia Records at Deed Book     , Page     .

17

EXHIBIT C

PERMMED ENCUMBRANCES

Those exceptions set forth in Schedule B of that certain policy of title insurance issued to Grantee by                                  on or about the date hereof pursuant to commitment number                     .

18

DISCLOSURE SCHEDULES

TO

CREDIT AGREEMENT

TERMS AND CONDITIONS

The Disclosure Schedules attached hereto correspond to the CREDIT AGREEMENT, dated as of March 31, 2008, 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 Swing Line Lender, and as an L/C Issuer; and (e) Rabobank, as lead arranger and bookrunner (in such capacities, the “Lead Arranger”).

The headings to each of the schedules are inserted for convenience only and shall not create a different standard for disclosure than the language set forth in the Credit Agreement.

All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Credit Agreement.

SCHEDULES:

Material schedules being filed:

Schedule I	Grantors and Subsidiary Guarantors
Schedule III	Pledged Persons
Schedule 4.01(n)	(4) Patents, (6) Principal Trademarks
Schedule 4.01(x)	Contracts with Officers and Directors
Schedule 5.02(f)(ii)	CBII Liabilities

Schedule I

Grantors and Subsidiary Guarantors

Part I – Grantors

To Copyright Security Agreement

Chiquita Brands International, Inc.

Chiquita Brands L.L.C.

TransFRESH Corporation

To Patent Security Agreement

Chiquita Brands L.L.C.

Fresh Express Incorporated

Fresh International Corp.

TransFRESH Corporation

To Trademark Security Agreement

Chiquita Brands L.L.C.

Fresh Express Incorporated

Fresh International Corp.

TransFRESH Corporation

Great White Fleet Ltd.

Verdelli Farms, Inc.

Part II – Subsidiary Guarantors

Chiquita Fresh North America L.L.C.

Coast Citrus Distributors Holding Company

Fresh Holding C.V.

American Produce Company

Chiquita International Limited

Compania Bananera Atlantica Limitada

Tela Railroad Company Limited

Great White Fleet Ltd.

Bocas Fruit Co. L.L.C.

Chiquita Banana Company B.V.

Fresh International Corp.

Fresh Express Incorporated

B C Systems, Inc.

TransFRESH Corporation

Verdelli Farms, Inc.

Schedule III

Pledged Persons

Pledged Companies	Jurisdiction of Pledged Companies		Pledgor(s)	Jurisdiction of Pledgor/Percent Owned		Percent Pledged
100% Pledged Company
Chiquita Brands L.L.C.		Delaware	Chiquita Brands International, Inc.		New Jersey – 100%		100%
St. James Investments, Inc.		Delaware	Chiquita Brands L.L.C.		Delaware – 100%		100%
Chiquita Fresh North America L.L.C.		Delaware	Chiquita Brands L.L.C.		Delaware – 100%		100%
Coast Citrus Distributors Holding Company		Delaware	Chiquita Brands L.L.C.		Delaware – 100%		100%
Fresh Holding CV		Netherlands	Chiquita Brands L.L.C. / Chiquita Fresh North America L.L.C.		Delaware – 99% / Delaware – 1%		99% / 1%
American Produce Company		Delaware	Chiquita Brands L.L.C.		Delaware 100%		100%
Chiquita Fresh Cut, L.L.C.		Delaware	Chiquita Fresh North America L.L.C.		Delaware – 100%		100%
Chiquita International Limited		Bermuda	Fresh Holding CV		Netherlands – 100%		100%
Great White Fleet Ltd.		Bermuda	Chiquita International Limited		Bermuda – 100%		100%
Bocas Fruit Co. L.L.C.		Delaware	Chiquita International Limited		Bermuda – 100%		100%
Chiquita Banana Company B.V.		Netherlands	Fresh Holding CV		Netherlands – 100%		100%
“Hameico” Fruit Trade GmbH		Germany	American Produce Company / Chiquita Banana Company B.V.		Delaware – 20% / Netherlands – 80%		20% / 80%
Fresh International Corp.		Delaware	Chiquita Brands L.L.C.		Delaware – 100%		100%
Fresh Express Incorporated		Delaware	Fresh International Corp.		Delaware – 100%		100%

Pledged Companies	Jurisdiction of Pledged Companies	Pledgor(s)	Jurisdiction of Pledgor/Percent Owned	Percent Pledged
B C Systems, Inc.	Delaware	Fresh Express Incorporated	Delaware – 100%	100%
TransFRESH Corporation	Delaware	Fresh International Corp.	Delaware – 100%	100%
Verdelli Farms, Inc.	Pennsylvania	Fresh Express Incorporated	Delaware – 100%	100%
Alamo Land Company	Delaware	B C Systems, Inc.	Delaware – 100%	100%
V.F. Transportation, L.L.C.	Pennsylvania	Verdelli Farms, Inc.	Pennsylvania – 100%	100%
G&V Farms, LLC	Pennsylvania	Verdelli Farms, Inc.	Pennsylvania – 100%	100%
65% Pledged Company
Compania Mundimar, S.A.	Costa Rica	Chiquita Brands L.L.C.	Delaware – 100%	63.5%
Compania Bananera Guatamalteca Independiente, S.A.	Guatemala	Chiquita International Limited	Bermuda – 100%	65%
Chiquita UK Limited	United Kingdom	Chiquita Banana Company B.V.	Netherlands – 100%	65%
Chiquita Poland Sp. Z.o.o.	Poland	Chiquita Banana Company B.V.	Netherlands – 100%	65%
Chiquita Italia S.p.A.	Italy	Chiquita Banana Company B.V.	Netherlands – 100%	65%
Atlanta Aktiengesellschaft	Germany	“Hameico” Fruit Trade GmbH	Germany – 100%	65%
Chiquita Deutschland GmbH	Germany	“Hameico” Fruit Trade GmbH	Germany – 100%	65%

Schedule 4.01(n)

Trademarks, Patents, Copyrights and Licenses

The inclusion of any item on this Schedule 4.01(n) or any of the attachments hereto is not deemed to be an admission or representation that the included item is material to the conduct of any Significant Party’s business as now conducted.

See Schedule 4.01(n)(4) attached hereto and incorporated herein for a list of patents and patent rights.

See Schedule 4.01(n)(6) attached hereto and incorporated herein for a list of Principal Trademarks.

Schedule 4.01(n)(4)

Patents & Patent Rights

PATENT APPLICATIONS

Country	Application #:	Filing Date:	Patent #:	Issue Date:
US	757,426	05-Sep-1968	3,489,119	13-Jun-1970
US	96,882	10-Dec-1970	3,722,230	27-Mar-1973
US	161,153	09-Jul-1971	3,692,100	19-Sep-1972
US	07/030,218	25-Mar-1987	4,811,837	14-Mar-1989
US	07/074,500	17-Jul-1987	D317,094	28-May-1991
US	07/128,633	04-Dec-1987	4,874,617	17-Oct-1989
US	07/190,897	06-May-1988	4,934,255	19-Jun-1990
US	07/273,691	21-Nov-1988	4,935,254	19-Jun-1990
US	07/405,526	12-May-1989	4,946,093	07-Aug-1990
US	07/391,418	09-Aug-1989	4,971,824	20-Nov-1990
US	07/405,143	07-Sep-1989	4,921,709	01-May-1990
US	07/418,134	06-Oct-1989	4,976-032	11-Dec-1990
US	07/563,254	06-Aug-1990	5,121,877	16-Jun-1992
US	07/777,195	16-Oct-1991	RE34,237	27-Apr-1993
US	08/079,357	17-Jun-1993	5,333,394	02-Aug-1994
US	08/142,587	25-Oct-1993	5,547,081	20-Aug-1996
US	08/160,890	30-Nov-1993	5,433,335	18-Jul-1995
US	08/279,241	21-Jul-1994	5,482,727	09-Jan-1996
US	08/293,518	19-Aug-1994	5,599,079	04-Feb-1997
US	08/342,085	18-Nov-1994	5,556,658	17-Sep-1006
US	08/359,346	19-Dec-1994	5,460,841	24-Oct-1995
US	08/534,498	27-Sep-1995	5,617,711	08-Apr-1997
US	08/545,271	19-Oct-1995	5,658,607	19-Aug-1997
US	08/741,263	30-Oct-1996	5,799,495	01-Sep-1998
US	08/781,824	10-Jan-1997	5,899,084	04-May-1999
US	08/792,250	31-Jan-1997	5,711,211	27-Jan-1998
US	08/933,799	19-Sep-1997	5,893,202	13-Apr-1999
US	09/291,887	14-Apr-1999	6,077,160	20-Jun-2000
US	10,980,529	03-Nov-2004
US	11/289,815	30-Nov-2005
US	11/427,166	28-Jun-2006
US	11/427,201	28-Jun-2006
US	11/464,336	14-Aug-2006
US	11/464,357	14-Aug-2006
US	11/627,394	26-Jan-2007
US	11/684,686	12-Mar-2007
US	11/758,793	06-Jun-2007

US 11/758,837 06-Jun-2007

Fresh Express and TransFresh U.S. Patents and Patent Applications

U.S. Patents
6,899,249	Tray for storing and transporting products
6,843,049	Systems and methods for harvesting fresh products
6,679,276	Apparatus and methods for washing the cored areas of lettuce heads during harvest
6,532,717	Method and apparatus for sealing a flexible bag to a pallet
6,470,795	Methods and apparatus for vacuum/gas flush treatment of produce
6,467,248	Method for processing freshly harvested leafy vegetables and subdivided, peeled fruit
6,435,347	Container for freshly harvested respiring leafy produce
6,379,731	Methods for vacuum/gas flush treatment for fresh produce
6,298,865	Apparatus and methods for washing the cored areas of lettuce heads during harvest
6,276,375	Apparatus and methods for washing cores of cored lettuce heads
6,196,237	Methods for washing cores of cored lettuce heads
6,189,299	Apparatus for cooling and packaging bulk fresh produce
5,994,272	Method of inhibition of head formation in lettuce
5,954,067	Method for washing cores of cored lettuce heads
5,872,721	Monitor-control systems and methods for monitoring and controlling atmospheres in containers
5,402,906	Fresh produce container system
5,354,569	Method of packaging lettuce for storing and shipping
5,346,089	Produce packaging and methods of sealing same
5,314,286	Apparatus for bagging product units
5,226,972	Methods and means for cleaning and cooling produce
5,111,639	Method and apparatus for bagging product units
5,046,302	Method and apparatus for bagging product units
5,014,495	Method and apparatus for bagging product units
4,987,745	Controlled environment transportation of respiring comestibles
4,821,489	Method and apparatus for sealing a flexible bag to a pallet

Non-Published Applications

U.S. Serial No. 12/027,230, filed February 6, 2008 - System and Method for processing and packaging fresh fruit in a controlled environment chamber

U.S. Serial No. 12/027,237, filed February 6, 2008 - Fresh pineapple spear pasteurization

U.S. Serial No. 11/065,165, filed February 24, 2005, System and method for automatic lettuce harvesting and coring

Published Applications

2008/0022534	Eating Utensil
2007/0220830	Methods and apparatus for preserving pallet units of fresh perishables in modified atmosphere bags
2006/0127551	Method and apparatus for washing fruits and vegetables
2006/0127537	Method and apparatus for coating fruits and vegetables
2005/0279404	Gas flush mixing system and method
2005/0199139	Method and apparatus for washing cored produce
2005/0066824	Produce corer
2004/0194375	Methods and apparatus for lettuce harvesting facilitation

Schedule 4.01(n)(6)

Principal Trademarks

PRINCIPAL TRADEMARKS - AUSTRIA

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Austria	CHIQUITA	AM2723/66	66041	29 Int., 31 Inst., 32 Int.	28-Nov-1966	26-Jan-1970	CLASS 29: MEAT AND FISH PRODUCTS, MEAT EXTRACTS; CANNED MEAT, FISH, FRUIT AND VEGETABLES; MEAT, FISH, FRUIT, AND VEGETABLE JELLIES CLASS 31: FRESH FRUIT AND VEGETABLES CLASS 32: FRUIT JUICES
Austria	CHIQUITA	AM4903/88	124080	30 Int.	28-Oct-1988	17-Feb-1989	Class 30: Confectionary, edible ices and ice cream
Austria	CHIQUITA & Design (‘86 version)	AM3457/92	144307	29 Int., 31 Int., 32 Int.	14-Jul-1992	13-Oct-1992	Preserved, dried & cooked fruits & vegetables; fresh fruits & vegetables; fruit drinks & fruit juices, non-alcoholic drinks, syrups & other preparations for making beverages

PRINCIPAL TRADEMARKS - - BENELUX

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Benelux	CHIQUITA	559439	77133	29 Int., 30 Int., 31 Int.	02-Dec-1971	02-Dec-1971	29; Meat, fish, poultry and games; meat extracts, preserved, dried and cooked fruits and vegetables…30: Coffee, tea, cocoa, sugar, rice tapioca… 31: Agricultural, horticultural and forestry products and grains not included in other classes;
Benelux	CHIQUITA	1116586	814474	30 Int.	03-Aug-2006	28-Dec-2006	Class 30: Confectionary, edible ices and ice cream
Benelux	CHIQUITA	630329	359433	32 Int.	15-May-1979	15-May-1979	Class 32: Fruit juice (non-fermented) and other non-alcoholic drinks; syrups and other preparations for making beverages
Benelux	CHIQUITA	835891	559254	30 Int.	21-Oct-1994	21-Oct-1994	Class 30: Baked goods
Benelux	CHIQUITA & Design (‘86 version)	782927	518783	29 Int., 31 Int., 32 Int.	13-Jul-1992	13-Jul-1992	Class 29: Preserved, dried and cooked fruits and vegetables Class 31: Fresh fruits and vegetables Class 32: Fruit drinks and fruit juices, non-alcoholic drinks, syrups and other preparations for making beverages (32)
Benelux	CHIQUITA & Design (‘86 version)	1116582	810252	30 Int.	03-Aug-2006	07-Nov-2006	Class 30: Confectionary, edible ice and ice cream
Benelux	CHIQUITA & Design (‘86 version)	835892	559255	30 Int.	21-Oct-1994	21-Oct-1994	Class 30: Baked goods

PRINCIPAL TRADEMARKS - - CANADA

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Canada	CHIQUITA	199307	30205	N/A	08-May-1948	08-May-1948	Bananas
Canada	CHIQUITA	860713	499243	N/A	06-Nov-1997	25-Aug-1998	Fresh fruits and vegetables
Canada	CHIQUITA	262757	124564	N/A	05-May-1961	01-Dec-1961	Bananas - Cake mixes and frosting mixes - muffin mixes - and fresh vegetables
Canada	CHIQUITA	877738	544150	N/A	08-May-1998	26-Apr-2001	Preserved, dried or cooked fruits and vegetables
Canada	CHIQUITA	749610	444056	N/A	15-Mar-1994	16-Jun-1995	Fruit cups
Canada	CHIQUITA	582768	388834	N/A	23-Apr-1987	13-Sep-1991	Frozen desserts sold in the form of bars and in tub containers, namely ice cream, ice cream and fruit mixture; frozen fruit juice deserts; Fresh fruit juices, frozen fruit juices
Canada	CHIQUITA	809268	511076	N/A	09-Apr-1996	26-Apr-1999	Beverages, namely, fruit juices, fruit drinks, ready-to-drink teas, and juice concentrates
Canada	CHIQUITA	829444	516503	N/A	20-Nov-1996	20-Sep-1999	Candy
Canada	CHIQUITA	1001837	555898	N/A	12-Jan-1999	02-Jan-2002	Cookies
Canada	CHIQUITA	1206818	642351	N/A	12-Feb-2004	17-Jun-2005	Breakfast cereals
Canada	CHIQUITA & Design (‘86 version)	569398	333401	N/A	16-Sep-1986	23-Oct-1987	Bananas; fresh vegetables; desserts, namely preserved fruits, jellies and puddings; frozen desserts, namely frozen fruits and juice bars, frozen fruit and cream bars, frozen fruit, milk and cream bars; pineapples, melons (honeydew, cantaloupes), citrus
Canada	CHIQUITA &	860714	499242	N/A	06-Nov-	25-Aug-	Fresh fruits and

	Design (‘86 version)				1997	1998	vegetables
Canada	CHIQUITA & Design (‘86 version)	877737	544201	N/A	08-May-1998	27-Apr-2001	Preserved, dried or cooked fruits and vegetables
Canada	CHIQUITA & Design (‘86 version)	809267	510752	N/A	09-Apr-1996	13-Apr-1999	Beverages, namely, fruit juices, fruit drinks, ready-to-drink teas, and juice concentrates
Canada	CHIQUITA & Design (‘86 version)	1001836	555914	N/A	12-Jan-1999	02-Jan-2002	Cookies
Canada	CHIQUITA & Design (‘86 version)	829445	516502	N/A	20-Nov-1996	20-Sep-1999	Candy
Canada	CHIQUITA & Design (‘86 version)	738765	444960	N/A	12-Oct-1993	07-Jul-1995	Fruit Juice
Canada	CHIQUITA & Design (‘86 version)	1206817	642353	N/A	12-Feb-2004	17-Jun-2005	Breakfast cereals

PRINCIPAL TRADEMARKS - - FINLAND

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Finland	CHIQUITA	T196200085	40677	31 Int.	09-Jan-1962	17-Apr-1963	Bananas
Finland	CHIQUITA	T196604112	52351	29 Int., 31 Int.	25-Nov-1966	06-May-1968	All goods in Classes 29 and 31
Finland	CHIQUITA	T198804550	109192	30 Int., 32 Int.	14-Oct-1988	05-Oct-1990	30: Coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee; flour and preparations made from cereals, bread, pastry and confectionery ices; honey, treacle; yeast, baking-powder, salt, mustard; vinegar, sauces (condiments); spices; ice
Finland	CHIQUITA & Design (‘86 version)	3556/92	127656	29 Int., 31 Int.	22-Jul-1992	20-Aug-1993	Preserved, dried and cooked fruits and vegetables (29); fresh fruits and vegetables (31)
Finland	CHIQUITA & Design (‘86 version)	T198804551	109193	30 Int., 32 Int.	14-Oct-1988	05-Oct-1990	Class 30: Confectionary, edible ices and ice cream Class 32: Fruit juices and beverages

PRINCIPAL TRADEMARKS - - GERMANY

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Germany	CHIQUITA	U2780/26	837138	29 Int., 31 Int., 32 Int.	26-Nov-1966	18-Sep-1967	Meat and Fish Products, Canned Meats, Fish, Vegetable and Fruit, Vegetables, Fruit, Fruit Juices, Meat, Fish, Fruit and Vegetable Jellies
Germany	CHIQUITA	U38210/3	1147654	30 Int.	14-Oct-1988	11-Oct-1989	Confectionary, confit, sweetmeats, edible ices and ice cream
Germany	CHIQUITA	C47726/30	2907232	30 Int.	21-Oct-1994	30-May-1995	Baked goods
Germany	CHIQUITA & Design (‘86 version)	C43825/29WZ	2042813	29 Int., 31 Int.	22-Jul-1992	19-Aug-1993	Preserved, dried and cooked fruits and vegetables (29); fresh fruits and vegetables (31)
Germany	CHIQUITA & Design (‘86 version)	C47727/30	2907231	30 Int.	21-Oct-1994	30-May-1995	Baked goods
Germany	CHIQUITA & Design (‘86 version)		645774	32 Int.	17-Jul-1987	25-Aug-1987	Beer; mineral and aerated waters and other non-alcoholic drinks; fruit drinks and fruit juices; syrups and other preparations for making beverages

PRINCIPAL TRADEMARKS - - GREECE

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Greece	CHIQUITA	91465	91465	30 Int., 32 Int.	30-Nov-1988	17-Oct-1991	Confectionery, edible ices and ice cream, fruit juices and beverages
Greece	CHIQUITA	36527	36527	29 Int., 31 Int.	24-Nov-1966	18-Dec-1967	Agricultural and Forestry products and Grains not included in other classes, Living Animals, Fresh Fruits and Vegetables, Seeds, Live Plants and Flowers, Foodstuffs for Animals, Malt
Greece	CHIQUITA & Design (‘86 version)	91464	91464	30 Int., 32 Int.	30-Nov-1988	17-Oct-1991	Confectionary edible ices and ice-cream, fruit juices and beverages
Greece	CHIQUITA & Design (‘86 version)	110234	110234	29 Int., 31 Int.	12-Aug-1992	17-Oct-1994	Preserved, dried or cooked fruits and vegetables (29); Fresh fruits and vegetables (31)

PRINCIPAL TRADEMARKS - - ITALY

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Italy	CHIQUITA	T0963150	754494	29 Int., 31 Int.	12-Feb-1987	16-Feb-1987	Agricultural, Horticultural and Forestry Products and Grains not Included in Other Classes; Living Animals; Fresh Fruits and Vegetables; Seeds; Live Plants and Flowers; Foodstuffs for animals; Malt
Italy	CHIQUITA	T02001C002098	613053	32 Int.	24-Jun-1971	26-Jun-1971	Beer, ale and porter, mineral and aerated waters and other non-alcoholic drinks; syrups and other preparations for making beverages
Italy	CHIQUITA	37059C/88	819004	30 Int.	25-Oct-1988	25-Oct-1988	Confectionary, edible ices and ice cream
Italy	CHIQUITA	T094C002872	685025	30 Int.	25-Oct-1994	25-Jul-1996	Baked goods
Italy	CHIQUITA & Design (‘86 version)	T02002C001215	639085	29 Int., 31 Int.	30-Jun-1992	21-Dec-1994	Preserved, dried and cooked fruits and vegetables (29); Fresh fruit and vegetables (31)
Italy	CHIQUITA & Design (‘86 version)	35349C/87	783484	32 Int.	10-Aug-1987	29-Dec-1988	Fruit drinks, fruit juices and beverages
Italy	CHIQUITA & Design (‘86 version)	T0982547	819005	30 Int.	25-Oct-1988	25-Oct-1988	Confectionary, edible ices and ice cream
Italy	CHIQUITA & Design (‘86 version)	T094C002873	685026	30 Int.	25-Oct-1994	25-Jul-1996	Baked goods

PRINCIPAL TRADEMARKS - - POLAND

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Poland	CHIQUITA	Z-6585	46546	31 Int.	29-Nov-1966	29-Nov-1986	Bananas
Poland	CHIQUITA	Z-176464	122245	29 Int., 30 Int.	30-Jul-1997	09-Jan-2001	29: Meat, fish, poultry and game; meat extracts; preserved, dried and cooked fruits and vegetables; jellies, jams, fruit sauces; eggs, milk and milk products; edible oils and fats 30: Coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee; flour
Poland	CHIQUITA	Z-149547	103465	32 Int.	20-Jul-1995	12-Oct-1998	Beverages
Poland	CHIQUITA	Z-74467	54202	29 Int.	22-May-1975	22-May-1985	Processed banana puree
Poland	CHIQUITA & Design (‘86 version)	Z-111994	78966	29 Int., 31 Int., 32 Int.	29-Jul-1992	24-Oct-1994	Preserved, dried and cooked fruits and vegetables (29); fresh fruits and vegetables (31); fruit drinks and fruit juices, non-alcoholic drinks, syrups and other preparations for making beverages (32)
Poland	CHIQUITA & Design (‘86 version)	Z-149671	102583	32 Int.	24-Jul-1995	24-Jul-1995	Beverages

PRINCIPAL TRADEMARKS - - SPAIN

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Spain	CHIQUITA	249236	249236	31 Int.	13-Jul-1951	10-Nov-1951	Oranges, Tangerines, Lemons, and Other Fresh Fruits
Spain	CHIQUITA	692641	692641	31 Int.	10-Nov-1972	02-Dec-1975	Oranges, Manderines, Lemons, Bananas, Tomatoes, Onions and All Kinds of Fresh Fruit and Vegetables
Spain	CHIQUITA	76009	76009	31 Int.	17-Apr-1929	17-Apr-1929	COOKIES, BISCUITS, GAUFFRETS AND SWEETS IN GENERAL
Spain	CHIQUITA	2170841	2170841	29 Int.	25-Jun-1998	29-May-2000	PRESERVED, DRIED OR COOKED FRUITS AND VEGETABLES
Spain	CHIQUITA & Design (‘86 version)	1715207	1715207	31 Int.	29-Jul-1992	05-May-1993	Fresh fruits and vegetables
Spain	CHIQUITA & Design (‘86 version)	2170842	2170842	29 Int.	25-Jun-1998	29-May-2000	Preserved, dried or cooked fruits and vegetables

PRINCIPAL TRADEMARKS - - SWEDEN

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
Sweden	CHIQUITA	66-05064	120042	29 Int., 31 Int.	24-Nov-1966	16-Jun-1967	29: Meat, Fish, poultry and game; meat extracts; preserved, dried and cooked fruits and vegetables; jellies, jams, fruit sauces; eggs, milk and milk products; edible oils and fats 31: Agricultural, horticultural and forestry products and grains not include
Sweden	CHIQUITA	8625/88	251263	30 Int., 32 Int.	11-Oct-1988	03-Sep-1993	Confectionary, edible ices and ice cream (30); Fruit juices and beverages (32)
Sweden	CHIQUITA & Design (‘86 version)	9911/92	251394	31 Int.	11-Nov-1992	03-Sep-1993	Fresh fruits and vegetables
Sweden	CHIQUITA & Design (‘86 version)	8626/88	254716	30 Int., 32 Int.	11-Oct-1988	28-Jan-1994	Cakes and pastries (30); Fruit juices and drinks (32)
Sweden	CHIQUITA & Design (‘86 version)	97/06245	332346	29 Int.	02-Jul-1997	13-Aug-1999	All goods in Class 29

PRINCIPAL TRADEMARKS - - TURKEY

Country	Trademark	Appn No	Filing Date	Class	Regn No	Regn Date	Goods
Turkey	CHIQUITA		15-Dec-1966	29 Int., 31 Int.	98844	15-Dec-1966	Bananas, banana puree
Turkey	CHIQUITA	97/12651	28-Aug-1997	30 Int.	195752	28-Aug-1997	Coffee, tea, cocoa, sugar, rice, tapioca, sago, coffee substitutes, flour and breakfast cereal, bread, biscuits, cakes, pastry and confectionery, ices, honey, treacle, yeast, baking powder, salt, mustard, pepper, vinegar, sauces, spices, ice
Turkey	CHIQUITA	96/19788	30-Dec-1996	32 Int.	179599	30-Dec-1996	NO-ALCOHOLIC DRINKS, BEERS, MINERAL AND AERATED WATERS; OTHER NON-ALCOHOLIC DRINKS, NAMELY, FRUIT AND VEGETABLE JUICES, FRUIT DRINKS; SYRUPS AND OTHER PREPARATIONS FOR MAKING BEVERAGES
Turkey	CHIQUITA & Design (‘86 version)	97/12650	28-Aug-1997	30 Int.	196816		Coffee, tea, cocoa, sugar, rice, tapioca, sago, coffee substitutes, flour and breakfast cereal, bread, biscuits, cakes, pastry and confectionery, ices, honey, treacle, yeast, baking powder, salt, mustard, pepper, vinegar, sauces, spices, ice
Turkey	CHIQUITA & Design (‘86 version)	5969/92	20-Jul-1992	29 Int., 31 Int., 32 Int.	138721	20-Jul-1992	Preserved, dried and cooked fruit and vegetables; fresh fruits and vegetables; and fruit dinks, beverage and non-alcoholic beverages

PRINCIPAL TRADEMARKS - - UNITED KINGDOM

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
UK	CHIQUITA	902128	902128	29 Int.	25-Nov-1966	25-Nov-1987	Preserved, dried and cooked fruits and vegetables
UK	CHIQUITA	902129	902129	31 Int.	25-Nov-1966	25-Nov-1987	Fresh Fruits and Vegetables
UK	CHIQUITA	1115174	1115174	32 Int.	31-May-1979	31-May-1979	Non-alcoholic drinks, preparations for making such drinks and syrups, fruit juices for use as a beverage
UK	CHIQUITA	1589113	1589113	30 int.	25-Oct-1994	22-Dec-1995	Bakery products; flour and preparations made from cereals, bread, pastry and confectionary; coffee, tea, salt, cocoa, sugar, rice; honey, treacle; yeast, baking powder, spices; all included in Class 30
UK	CHIQUITA	1359573	1359573	30 Int.	03-Oct-1998	27-Apr-1990	Confectionary, edible ices, ice cream
UK	CHIQUITA & Design (‘86 version)	1359551	1359551	29 Int.	03-Oct-1998	03-Oct-1988	Fruits and Vegetables, All Being Preserved, Dried or Cooked; Jellies and Jams
UK	CHIQUITA & Design (‘86 version)	1506265	1506265	31 Int.	10-Jul-1992	20-Aug-1993	Fresh fruits and vegetables
UK	CHIQUITA & Design (‘86 version)	1589116	1589116	30 Int.	25-Oct-1994	22-Dec-1995	Bakery products; flour and preparations made from cereals, bread, pastry and confectionary; coffee, tea, salt, cocoa, sugar, rice; honey, treacle; yeast, baking powder; spices; all included in Class 30
UK	CHIQUITA & Design (‘86 version)	1359552	1359552	30 Int.	03-Oct-1988	03-Oct-1988	Fruits and Vegetables, All Being Preserved, Dried or Cooked; Jellies and Jams

PRINCIPAL TRADEMARKS - - UNITED STATES

Country	Trademark	Appn No	Regn No	Class	Filing Date	Regn Date	Goods
U.S.	CHIQUITA	73/616812	1442357	31 Int.	20-Aug-1986	09-Jun-1987	Fresh pineapples
U.S.	CHIQUITA	73/268455	1183170	31 Int.	30-Jun-1980	22-Dec-1981	Honeydew melon and cantaloupe
U.S.	CHIQUITA	75/741176	2422224	29 Int.	01-Jul-1999	16-Jan-2001	Processed fruits and vegetables
U.S.	CHIQUITA	75/421925	2238638	31 Int.	22-Jan-1998	13-Apr-1999	Fresh vegetables
U.S.	CHIQUITA	73/668297	1478925	31 Int.	24-Jun-1987	01-Mar-1988	Fresh fruits
U.S.	CHIQUITA	73/628661	1446707	32 Int.	05-Nov-1986	07-Jul-1987	Fresh juice
U.S.	CHIQUITA	72/100555	711622	31 Int.	08-Jul-1960	21-Feb-1961	Bananas
U.S.	CHIQUITA	72/037919	670320	29 int.	26-Sep-1957	24-Nov-1958	Bananas puree (mashed banana)
U.S.	CHIQUITA	74/538570	1991773	32 Int.	16-Jun-1994	06-Aug-1996	Flavored drinking water, soft drinks, fruit juices and fruit drinks
U.S.	CHIQUITA	74/127290	1711944	29 Int.	28-Dec-1990	01-Sep-1992	Processed bananas
U.S.	CHIQUITA	72/254337	853740	30 Int.	12-Sep-1966	30-Jul-1968	Cake, muffin, and frosting mixes
U.S.	CHIQUITA	74/480838	1906730	30 Int.	21-Jan-1994	18-Jul-1995	Cookies and breakfast cereals
U.S.	CHIQUITA & Design (‘86 version)	75/741177	2424101	29 Int.	01-Jul-1999	23-Jan-2001	Processed fruits and vegetables
U.S.	CHIQUITA & Design (‘86 version)	73/668344	1490411	31 Int.	24-Jun-1987	31-May-1988	Fresh fruits
U.S.	CHIQUITA & Design (‘86 version)	75/421920	22401561	31 Int.	22-Jan-1998	20-Apr-1999	Fresh vegetables

U.S.	CHIQUITA & Design (‘86 version)	74/442265	1903716	30 Int.	29-Sep-1993	04-Jul-1995	Cookies
U.S.	CHIQUITA & Design (‘86 version)	73/295611	1175379	29 Int.	04-Feb-1981	27-Oct-1981	Processed bananas
U.S.	CHIQUITA & Design (‘86 version)	73/628678	1445498	32 Int.	05-Nov-1986	30-Jun-1987	Fresh juice
U.S.	Fresh Express & leaves logo	78534042	3028912	29 Int.		12/13/2005	Precut fresh packaged fruits and veg., salad kits consisting of precut vegetables or fruits and salad dressings
U.S.	Leaves design	75786914	2350349	29 Int.		5/16/2000	Fresh cut fruits/veg. and garden salads, salad kits comprised of mixed garden salad and salad dressings
U.S.	FRESH EXPRESS	75571155	2346673	29, 30, 31 Int.		5/2/2000	Cut ready to serve fresh vegetables; salad dressings; fresh vegetables

Schedule 4.01(x)

Contracts with Officers and Directors.

The inclusion of any item on this Schedule 4.01(x) is not deemed to be an admission or representation that the included item is on terms not at least as favorable to such Loan Party as an arm’s length transaction with unaffiliated Persons, nor that such agreements are material.

1. Employment Contract between Chiquita International Services Group N.V. (C.I.S.G.) and Michel Loeb dated December 29, 2003.

2. Employment Agreement Managing Director between Chiquita Banana Company B.V. and Michel Loeb dated January 4, 2007.

3. Employment Agreement between Fernando Aguirre and Chiquita Brands International, Inc. dated January 12, 2004 and Letter Agreement dated April 12, 2007 between Fernando Aguirre and Chiquita Brands International, Inc.

4. Mortgage Subsidy Arrangement for Tanios Viviani as described in Form 8-K dated January 10, 2006 for more information.

Schedule 5.02(f)(ii)

Existing CBII Liabilities

Liabilities	Book value at 12/31/07($000)*
7   1/2% Senior Notes – Interest		253,125
8   7/8% Senior Notes – Interest		226,664
Deferred compensation (unfunded)		3,071
Capital Accumulation Plan liability (employee benefit plan) (funded)		14,713
Pension liabilities (unfunded)		5,212
Advances from Borrower		239,650	**
Deductible and Paid Loss Retrospective Rating Agreement with Zurich		—
American Insurance Company
4.25% Convertible Senior Notes – Interest & Conversion Payments		200,000	*

* On February 12, 2008, Chiquita Brands International, Inc. issued $200 million of 4.25% convertible senior notes due in 2016.

** This does not include $194 million of net proceeds from the 4.25% convertible senior notes, which were paid to Borrower reducing advances and used by Borrower to prepay Term Loan C.

* For illustrative purposes only; the values are not intended to restrict payments to these amounts.

EX-10.3

Exhibit 10.3

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.

CHIQUITA BRANDS INTERNATIONAL, INC.

LONG-TERM INCENTIVE PROGRAM

2008–2010 TERMS

1. General. Chiquita Brands International, Inc. (the “Company”) has established a Long-Term Incentive Program (the “LTIP”) under the Company’s Stock and Incentive Plan (the “Stock Plan”). These 2008-2010 Terms (the “Terms”) set forth the terms of Awards to be granted for the three-year period 2008-10 under the LTIP. Awards so granted are intended to be “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code. Except as otherwise provided in these Terms, all Awards shall be subject to, and entitled to all applicable rights and benefits provided in, the LTIP and the Stock Plan. All capitalized terms not otherwise defined in these Terms shall be as defined in the LTIP and the Stock Plan.

2. Eligibility for Awards.

a. Each Participant listed on Schedule A shall be eligible for an Award under these Terms (an “Award”) for the period commencing January 1, 2008 and ending December 31, 2010 (the “Performance Period”). Such Awards shall be determined in accordance with Schedule B based on achievement of the applicable Performance Measures set forth therein.

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

3. Performance Measures. A Participant shall be entitled to receive an Award only if the Committee has determined that the applicable Performance Measures for the Performance Period have been achieved. Such determination shall be made as soon as practicable after the end of the Performance Period. To the extent that the Committee exercises discretion in making such determination, such exercise of discretion may not result in an increase in the amount of any Award.

4. Determination And Distribution of Awards.

a. All Awards shall be paid in Shares of Common Stock of the Company. At the beginning of the Performance Period each Participant shall be granted a Financial Performance Award Opportunity equal to a maximum of 200% of the number of Target Award Shares set forth opposite such Participant’s name on Exhibit A. The number of Shares of Common Stock, if any, awarded to each such Participant after the end of the Performance Period shall equal the Participant’s Target Award Shares multiplied by the applicable Percent of Target Award that corresponds to the Performance Measure achievements calculated by the Committee as set forth on Exhibit B. The Committee shall have the discretion to reduce actual Awards based on such Company performance and other factors as it determines to be appropriate.

b. Awards of Shares of Common Stock shall be delivered to Participants as soon as practicable after the date on which the determination described in paragraph 3 above has been made.

5. Additional Participants. Each person who becomes an “executive officer” (as such term is defined Rule 3b-7 under the Securities Exchange Act of 1934, or any successor provision) of the Company after February 14, 2008 and prior to July 1, 2010 shall become a Participant eligible for an Award under the Plan. The Committee shall establish a number of Target Award Shares applicable to such Participant within 30 days after he or she becomes an “executive officer” on the following basis:

• For a Participant who becomes an “executive officer” prior to July 1, 2008, the number of Target Award Shares shall be determined as if he or she was an eligible Participant at the beginning of the Performance Period.

• For a Participant who becomes an “executive officer” on or after July 1, 2008 and prior to July 1, 2010, the number of Target Award Shares shall be (a) the number determined as if he or she was an eligible Participant at the beginning of the Performance Period, reduced by (b) 1/36^th for each full month that elapsed from the beginning of the Performance Period until such Participant became an “executive officer.”

The Committee shall also have the discretion to add additional Participants who are not “executive officers” on the same basis as applies to “executive officers.”

6. Amendment. The Committee may amend the provisions of these Terms and the attached Schedules to reflect corporate transactions involving the Company (including, without limitation, any acquisition, divestiture, stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares); provided that such amendment may not be adopted on a date or in a manner which would adversely affect the treatment of the Award as Performance-Based Compensation.

7. Approval. The provisions included in these 2008-2010 Terms were approved on February 14, 2008.

2008-2010 LTIP

Exhibit A

LTIP Participants	Target Award Shares
Fernando Aguirre	98,237
Kevin Holland	17,908
Brian Kocher	[*]
Michel Loeb	18,420
Manuel Rodriguez	[*]
Michael Sims	[*]
James Thompson	16,629
Tanios Viviani	22,001
Jeffrey Zalla	17,908
Waheed Zaman	[*]
[*]	[*]

Exhibit B

Performance Measures

Cumulative earnings per share

Threshold	$	[*]	0	%
Target	$	[*]	100	%
Maximum	$	[*]	200	%

Straight-line interpolation between points.

Relative Total Shareholder Return

< 25th percentile	0	%
25th percentile	25	%
50th percentile	100	%
75th percentile	175	%
> 75th percentile	200	%

Straight-line interpolation between the 25th and 75th percentile.

EX-10.4

Exhibit 10.4

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.

CHIQUITA BRANDS INTERNATIONAL, INC.

LONG-TERM INCENTIVE PROGRAM

2009–2011 TERMS

1. General. Chiquita Brands International, Inc. (the “Company”) has established a Long-Term Incentive Program (the “LTIP”) under the Company’s Stock and Incentive Plan (the “Stock Plan”). These 2009-2011 Terms (the “Terms”) set forth the terms of Awards to be granted for the three-year period 2009-11 under the LTIP. Awards so granted are intended to be “performance-based compensation” for purposes of Section 162 (m) of the Internal Revenue Code. Except as otherwise provided in these Terms, all Awards shall be subject to, and entitled to all applicable rights and benefits provided in, the LTIP and the Stock Plan. All capitalized terms not otherwise defined in these Terms shall be as defined in the LTIP and the Stock Plan.

2. Eligibility for Awards.

a. Each Participant listed on Exhibit A shall be eligible for an Award under these Terms (an “Award”) for the period commencing January 1, 2009 and ending December 31, 2011 (the “Performance Period”). Such Awards shall be determined in accordance with Exhibit B based on achievement of the applicable Performance Measures set forth therein.

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

3. Performance Measures. A Participant shall be entitled to receive an Award only if the Committee has determined that the applicable Performance Measures for the Performance Period have been achieved. Such determination shall be made as soon as practicable after the end of the Performance Period. To the extent that the Committee exercises discretion in making the determination, such exercise of discretion may not result in an increase in the amount of any Award.

4. Determination And Distribution of Awards.

a. All Awards shall be paid in Shares of Common Stock of the Company. At the beginning of the Performance Period each Participant shall be granted a Financial Performance Award Opportunity equal to a maximum of 200% of the number of Target Award Shares set forth opposite such Participant’s name on Exhibit A. The number of Shares of Common Stock, if any, awarded to each such Participant after the end of the Performance Period shall equal the

Participant’s Target Award Shares multiplied by the applicable Percent of Target Award that corresponds to the Performance Measure achievements calculated by the Committee as set forth on Exhibit B. The Committee shall have the discretion to reduce actual Awards based on such Company performance and other factors as it determines to be appropriate.

b. Awards of Shares of Common Stock shall be delivered to Participants as soon as practicable after the date on which the determination described in paragraph 3 above has been made.

5. Additional Participants. Each person who becomes an “executive officer” (as such term is defined Rule 3b-7 under the Securities Exchange Act of 1934, or any successor provision) of the Company after January 1, 2009 and prior to July 1, 2011 shall become a Participant eligible for an Award under the LTIP and these Terms. The Committee shall establish a number of Target Award Shares applicable to such Participant within 30 days after he or she becomes an “executive officer” on the following basis:

• For a Participant who becomes an “executive officer” prior to July 1, 2009, the number of Target Award Shares shall be determined as if he or she was an eligible Participant at the beginning of the Performance Period.

• For a Participant who becomes an “executive officer” on or after July 1, 2009 and prior to July 1, 2011, the number of Target Award Shares shall be (a) the number determined as if he or she was an eligible Participant at the beginning of the Performance Period, reduced by (b) 1/36^th for each full month that elapsed from the beginning of the Performance Period until such Participant became an “executive officer.”

The Committee shall also have the discretion to add additional Participants who are not “executive officers” on the same basis as applies to “executive officers.”

6. Amendment. The Committee may amend the provisions of these Terms and the attached Exhibits to reflect corporate transactions involving the Company (including, without limitation, any acquisition, divestiture, stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares); provided that such amendment may not be adopted on a date or in a manner which would adversely affect the treatment of the Award as Performance-Based Compensation.

7. Approval. The provisions included in these 2009-2011 Terms were approved on November 13, 2008.

2009-2011 LTIP

Exhibit A

LTIP Participants	Target Award Shares
Fernando Aguirre	165,374
Kevin Holland	29,925
Brian Kocher	[*]
Michel Loeb	28,350
Manuel Rodriguez	[*]
Michael Sims	22,444
James Thompson	28,350
Tanios Viviani	31,500
Jeffrey Zalla	31,500
Waheed Zaman	[*]
[*]	[*]

Exhibit B

Performance Measures

Cumulative earnings per share

Threshold	$	[*]	0	%
Target	$	[*]	100	%
Maximum	$	[*]	200	%

Straight-line interpolation between points.

Relative Total Shareholder Return

< 25th percentile	0	%
25th percentile	25	%
50th percentile	100	%
75th percentile	175	%
> 75th percentile	200	%

Straight-line interpolation between the 25th and 75th percentile.

EX-10.5

Exhibit 10.5

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.

CHIQUITA BRANDS INTERNATIONAL, INC.

LONG-TERM INCENTIVE PROGRAM

2010—2012 TERMS

1. General. Chiquita Brands International, Inc. (the “Company”) has established a Long-Term Incentive Program (the “LTIP”) under the Company’s Stock and Incentive Plan (the “Stock Plan”). These 2010-2012 Terms (the “Terms”) set forth the terms of Awards to be granted for the three-year period 2010-12 under the LTIP. Awards so granted are intended to be “performance-based compensation” for purposes of Section 162 (m) of the Internal Revenue Code. Except as otherwise provided in these Terms, all Awards shall be subject to the terms and conditions of, and entitled to all applicable rights and benefits provided in, the LTIP and the Stock Plan. All capitalized terms not otherwise defined in these Terms shall be as defined in the LTIP and the Stock Plan.

2. Eligibility for Awards.

a. Each Participant listed on Exhibit A shall be eligible for an Award under these Terms (an “Award”) for the period commencing January 1, 2010 and ending December 31, 2012 (the “Performance Period”). Such Awards shall be determined in accordance with Exhibit B based on achievement of the applicable Performance Measures set forth therein.

b. If a Participant’s employment is terminated for Cause during the Performance Period, the Participant shall not be entitled to any Award for that Performance Period. If a Participant’s employment terminates during the Performance Period for any reason other than for Cause, the Participant may nonetheless be entitled to an Award to the extent provided in Section B-2.5 of the Stock Plan.

3. Performance Measures. A Participant shall be entitled to receive an Award only if the Committee has determined that the applicable Performance Measures for the Performance Period have been achieved. Such determination shall be made as soon as practicable after the end of the Performance Period.

4. Determination and Distribution of Awards.

a. All Awards shall be paid in Shares of Common Stock of the Company. At the beginning of the Performance Period each Participant shall be granted a Financial Performance Award Opportunity equal to a maximum of 200% of the number of Target Award Shares set forth opposite such Participant’s name on Exhibit A. The number of Shares of Common Stock, if any, awarded to each such Participant after the end of the Performance Period shall equal the Participant’s Target Award Shares multiplied by the applicable Percent of Target Award that corresponds to the Performance Measure achievements calculated by the Committee as set forth on Exhibit B. The Committee shall have the discretion to reduce actual Awards based on Company performance and such other factors as it determines to be appropriate.

b. Awards of Shares of Common Stock shall be delivered to Participants as soon as practicable after the date on which the determination described in paragraph 3 above has been made.

5. Additional Participants. Each person who becomes an “executive officer” (as such term is defined Rule 3b-7 under the Securities Exchange Act of 1934, or any successor provision) of the Company after January 1, 2010 and prior to January 1, 2012 shall be eligible to become a Participant eligible for an Award under the LTIP and these Terms. If the Committee elects to make such person a Participant in the LTIP at that time, the Committee shall establish a number of Target Award Shares applicable to such Participant within 30 days after he or she becomes an “executive officer” on the following basis:

• For a Participant who becomes an “executive officer” prior to July 1, 2010, the number of Target Award Shares shall be determined as if he or she were an eligible Participant at the beginning of the Performance Period.

• For a Participant who becomes an “executive officer” on or after July 1, 2010 and prior to January 1, 2012, the number of Target Award Shares shall be (a) the number determined as if he or she were an eligible Participant at the beginning of the Performance Period, reduced by (b) 1/36^th for each full month that elapsed from the beginning of the Performance Period until such Participant became an “executive officer.”

The Committee shall also have the discretion to add additional Participants who are not “executive officers” on the same basis as applies to “executive officers.”

6. Amendment. The Committee may amend the provisions of these Terms and the attached Exhibits to reflect corporate transactions involving the Company (including, without limitation, any acquisition, divestiture, stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares); provided that such amendment may not be adopted on a date or in a manner which would adversely affect the treatment of the Award as Performance-Based Compensation.

7. Approval. The provisions included in these 2010-2012 Terms were approved on February 16, 2010.

2010-2012 LTIP

Exhibit A

LTIP Participants	Target Award Shares
Fernando Aguirre	122,710
Kevin Holland	23,426
Brian Kocher	[*]
Michel Loeb	20,080
Manuel Rodriguez	[*]
Michael Sims	23,426
James Thompson	[*]
Tanios Viviani	22,311
Waheed Zaman	[*]
[*]	[*]

Exhibit B

Performance Measures

Cumulative earnings per share

Threshold	$	[*]	0	%
Target	$	[*]	100	%
Maximum	$	[*]	200	%

Straight-line interpolation between points.

Relative Total Shareholder Return

< 25th percentile	0	%
25th percentile	25	%
50th percentile	100	%
75th percentile	175	%
> 75th percentile	200	%

Straight-line interpolation between the 25th and 75th percentile.

EX-10.6

Exhibit 10.6

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.

SEVERANCE AGREEMENT

THIS AGREEMENT, dated             , 200     is made by and between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and                              (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and

WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided in the last Section hereof.

2. Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through the third anniversary of the date hereof; provided, however, that if a Change in Control shall have occurred during the Term, the Term shall not expire before the second anniversary of such Change in Control.

3. Company’s Covenants Summarized.

3.1 In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive’s covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described herein. Except as provided in Section 9.1 hereof, no Severance Payments shall be payable under this Agreement unless there shall have been a termination of the Executive’s employment with the Company during the Term and following a Change in Control described in Section 6.1 hereof.

3.2 This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company.

3.3 If the Executive materially breaches any of the terms of this Agreement, the Company shall immediately be entitled, in its sole discretion, to terminate its obligations to the Executive under this Agreement.

3.4 If Executive is now, or at any time during the term of this Agreement becomes, employed by a subsidiary of the Company (including an indirect subsidiary of the Company), (a) all references herein to his employment, or termination of employment, by or with the Company shall, except where the context otherwise indicates, be deemed to be references to his employment, or termination of employment, by or with such subsidiary and (b) the Company shall have the right to cause such subsidiary to pay amounts and provide other benefits due to the Executive under this Agreement on the Company’s behalf, provided that nothing in this clause (b) shall relieve the Company of its obligation to cause all such amounts to be paid and such benefits to be provided to the Executive when due. The transfer of the Executive to the employ of the Company or any subsidiary of the Company shall not constitute a termination of his employment for purposes of this Agreement.

4. The Executive’s Covenants.

4.1 The Executive shall execute a release of claims against the Company substantially in the form set forth as Exhibit A hereto, at such time and in such manner as may reasonably be requested by the Company, in connection with the Executive’s termination of employment under the terms of this Agreement and as a condition to any payment or other provision of benefits by the Company hereunder.

4.2 Following termination of his employment with the Company, the Executive shall not use or disclose confidential information with respect to the Company or any of its subsidiaries to any person not authorized by the Company to receive such information, and the Executive shall assist the Company, in such manner as may reasonably be requested by the Company, in any litigation in which the Company or any of its subsidiaries is or may become involved. The Executive’s obligations under this Section 4.2 shall not be limited by the Term of this Agreement and shall continue in full force following the expiration of this Agreement.

4.3 For a period extending until twenty-four (24) months after a termination of the Executive’s employment during the Term and following a Change in Control, the Executive shall not directly or indirectly (a) solicit or attempt to solicit any employee to leave the employ of the Company; (b) engage or hold an interest in any company listed in Exhibit B hereto or any subsidiary or affiliate of such business (the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder (other than as a stockholder of less than five percent (5%)), joint venturer, officer, director, partner, employee or consultant, or otherwise engage or invest or participate in, any business conducted by a Competing Business; or (c) indirectly interfere with or disrupt any relationship, contractual or otherwise, between the Company and its customers, suppliers, distributors or other similar parties or contact any customer for the purpose of influencing the directing or transferring of any business or patronage away from the Company.

5. Compensation Other Than Severance Payments; Adjustment of Long-Term Performance Awards.

5.1 If the Executive’s employment shall be terminated for any reason during the Term and following a Change in Control, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the Change in Control, together with all compensation and benefits (including without limitation, pay for accrued but unused vacation) payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination.

5.2 If the Executive’s employment shall be terminated for any reason during the Term and following a Change in Control, the Company shall provide to the Executive the Executive’s normal post-termination compensation and benefits (including but not limited to outplacement services and, if the Executive’s place of employment was outside the United States, all benefits under the Company’s repatriation policy to which the Executive would be entitled if there were approval by all Company departments whose approval is required under such policy) as such payments and benefits become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs, policies and arrangements as in effect immediately prior to the Date of Termination.

5.3 If, at the time of a Change in Control, the Executive holds any cash or equity-based awards the vesting of which was made contingent upon the attainment of performance goals with respect to a performance period of greater than one year (“LTIP Awards”), upon the occurrence of a Change in Control, notwithstanding the terms of any such award (or any plan under which the award is made), the performance goals with respect to each such LTIP Award shall be deemed attained at the target level and the vesting of each such award shall, subject to Section 6.1 (C) hereof, be conditioned solely upon the Executive’s continued employment through the remainder of the applicable performance period, upon which date such LTIP Award shall be immediately paid in full, unless a later payment date is required in order to comply with Section 409A of the Code, in which case such LTIP Award shall be paid out upon the earliest date permissible without violation of Section 409A of the Code.

6. Severance Payments.

6.1 Subject to Section 6.2 hereof, if (1) a Change in Control occurs during the Term, and (2) the Executive’s employment is terminated (other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason) and the Date of Termination in connection therewith occurs within two (2) years after such Change in Control then the Company shall pay the Executive the amounts, and provide the Executive the benefits, hereinafter described in this Section 6.1 (“Severance Payments”), together with any payments that may be due under Section 6.2 hereof, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof.

(A) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable by the Company or any of its subsidiaries to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two (2.0) times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the Change in Control (the “Base Salary”), plus (ii) the target annual bonus established for the Executive under the bonus plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination (or, if higher, in respect of the fiscal year in which occurs the Change in Control). If, notwithstanding the foregoing provision that the lump sum severance is to be in lieu of any severance benefit otherwise payable, the Company or any of its subsidiaries is required by applicable law to pay such a benefit, the Company’s obligation to pay such lump sum severance hereunder shall be offset and reduced by the amount of the benefit required to be paid by applicable law. The amounts payable under this Section 6.1(A) shall be reduced dollar-for-dollar for any salary and other compensation payments made pursuant to Section 7.4 hereof.

(B) For the 24-month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents with life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination (or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the Change in Control), at no greater cost to the Executive on an after-tax basis than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 6.1(B) shall cease if benefits of the same type are received by or made available to the Executive by a subsequent employer during the applicable period set forth above (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive). If the Severance Payments shall be decreased pursuant to Section 6.2(B) hereof, and the Section 6.1(B) benefits which remain payable after the application of Section 6.2 hereof are thereafter discontinued pursuant to the immediately preceding sentence, the Company shall, no later than five (5) business days following such discontinuation, pay to the Executive the least of (a) the amount of the decrease made in the Severance Payments pursuant to Section 6.2 hereof, (b) the value of the discontinued Section 6.1(B) benefits, or (c) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code. The time period during which benefits are payable under this Section 6.1(B) shall be reduced by the amount of time benefits are paid to Executive pursuant to Section 7.4 hereof.

(C) Notwithstanding any provision of any incentive, stock, retirement, savings or other plan to the contrary, as of the Date of Termination, (i) the Executive shall be fully vested in (1) all then outstanding options to acquire stock of the Company (or if such options have been assumed by, or replaced with options for shares of, a parent, surviving or acquiring company, such assumed or replacement options), and all then outstanding restricted shares of stock of the Company (or the stock of any parent, surviving or acquiring company into which such restricted shares have been converted or for which they have been exchanged) and all other equity or equity-based awards held by the Executive immediately prior to termination, other than LTIP Awards, which are governed by the last sentence of this Section 6.1(C), (2) all accrued basic match and incremental match employer contributions under the Company’s Capital Appreciation Plan, and (3) to the extent permissible under the Code and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), all amounts credited to his account under the Company’s 401(k) Savings and Investment Plan which are attributable to employer contributions; and (ii) all stock options referred to in clause (i) above shall remain exercisable until the earlier of (x) the 1st anniversary of the Date of Termination or (y) the otherwise applicable expiration date of such option; provided, however, that if the Date of Termination is more than one year after the date of a Change of Control, then the foregoing provisions of this (ii) shall apply only to the extent such application would not cause the stock option to be subject to Section 409A of the Code, and if any stock options would be subject to Section 409A of the Code, such options shall remain exercisable in accordance with the terms of the applicable award agreement and stock option plan rather than the terms of this Agreement. To the extent that the full vesting of the Executive under clause (i)(3) of the preceding

sentence would violate either ERISA or the Code, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount which cannot become fully vested. With respect to LTIP Awards held by the Executive upon the Date of Termination, the Executive will become fully vested (and paid in accordance with Section 5.3) in a pro-rata portion of each such award upon the Date of Termination, determined by multiplying the total amount of shares or cash the Executive would have been entitled to had the Executive remained employed through the entire applicable performance period (giving effect to Section 5.3) by a fraction, the numerator of which will be the number of days in such performance period which have elapsed as of the Date of Termination and the denominator of which is the total number of days in the performance period.

(D) The Company shall pay to the Executive a lump sum amount, in cash, equal to the Executive’s target annual bonus under the bonus plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination (or, if higher, in respect of the fiscal year in which occurs the Change of Control) multiplied by a fraction, the numerator of which is the number of days in such fiscal year through and including the Date of Termination, and the denominator of which is 365.

6.2 (A) Except as otherwise provided in Section 6.2(B), if the Severance Payments together with any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment (whether pursuant to the terms of this Agreement or otherwise) (all such payments and benefits, excluding the Gross-Up Payment, being hereinafter called “Total Payments”) will be subject (in whole or part) to the Excise Tax, then the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and localities of the Executive’s residence and employment, as applicable, on the Date of Termination, net of the maximum reduction in federal income tax which could be obtained from deduction of such state and local taxes.

(B) If the Total Payments would (but for this Section 6.2(B)) be subject (in whole or part) to the Excise Tax, but the aggregate value of the portion of the Total Payments which are considered “parachute payments” within the meaning of Section 280G(b)(2) of the Code is less than 330 percent of the Executive’s Base Amount, then subsection (A) of this Section 6.2 shall not apply, no Gross-Up Payment shall be made to Executive and the cash Severance Payments shall be reduced (if necessary, to zero), and all other Severance Payments shall thereafter be reduced (if necessary, to zero), to the extent necessary to cause the Total Payments not to be subject to the Excise Tax.

(C) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, unless in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the Company, such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of the Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Prior to the payment date set forth in Section 6.3 hereof, the Company shall provide the Executive with its calculation of the amounts referred to in this Section 6.2(C) and such supporting materials as are reasonably necessary for the Executive to evaluate the Company’s calculations. If the Executive disputes the Company’s calculations (in whole or in part), the reasonable opinion of the Tax Counsel with respect to the matter in dispute shall prevail.

(D) (I) In the event that (1) amounts are paid to the Executive pursuant to Section 6.2(A), (2) there is a Final Determination that the Excise Tax is less than the amount taken into account hereunder in calculating the Gross-Up Payment, and (3) after giving effect to such Final Determination, the Severance Payments

are to be reduced pursuant to Section 6.2(B), the Executive shall repay to the Company, within five (5) business days following the date of the Final Determination, the Gross-Up Payment and the amount of the reduction in the Severance Payments, plus interest on the amount of such repayments at 120 percent of the rate provided in Section 1274(b)(2)(B) of the Code.

(II) In the event that (1) amounts are paid to the Executive pursuant to Section 6.2(A), (2) there is a Final Determination that the Excise Tax is less than the amount taken into account hereunder in calculating the Gross-Up Payment, and (3) after giving effect to such Final Determination, the Severance Payments are not to be reduced pursuant to Section 6.2(B), the Executive shall repay to the Company, within five (5) business days following the date of the Final Determination, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive), to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120 percent of the rate provided in Section 1274(b)(2)(B) of the Code.

(III) Except as otherwise provided in clause (IV) below, in the event there is a Final Determination that the Excise Tax exceeds the amount taken into account hereunder in determining the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall pay to the Executive, within five (5) business days following the date of the Final Determination, the sum of (1) a Gross-Up Payment in respect of such excess and in respect of any portion of the Excise Tax with respect to which the Company had not previously made a Gross-Up Payment, including a Gross-Up Payment in respect of any Excise Tax attributable to amounts payable under clause (2) and (3) of this paragraph (III) (plus any interest, penalties or additions payable by the Executive with respect to such excess and such portion), (2) if Severance Payments were reduced pursuant to Section 6.2(B) but after giving effect to such Final Determination, the Severance Payments should not have been reduced pursuant to Section 6.2(B), the amount by which the Severance Payments were reduced pursuant to Section 6.2(B), and (3) interest on such amounts at 120 percent of the rate provided in Section 1274(b)(2) of the Code.

(IV) In the event that (1) Severance Payments were reduced pursuant to Section 6.2(B) and (2) the aggregate value of Total Payments which are considered “parachute payments” within the meaning of Section 280G(b)(2) of the Code is subsequently redetermined in a Final Determination, but such redetermined value still does not exceed 330 percent of the Executive’s Base Amount, then, within five (5) business days following such Final Determination, (x) the Company shall pay to the Executive the amount (if any) by which the reduced Severance Payments (after taking the Final Determination into account) exceeds the amount of the reduced Severance Payments actually paid to the Executive, plus interest on the amount of such repayment at 120 percent of the rate provided in Section 1274(b) of the Code, or (y) the Executive shall pay to the Company the amount (if any) by which the reduced Severance Payments actually paid to the Executive exceeds the amount of the reduced Severance Payments (after taking the Final Determination into account), plus interest on the amount of such repayment at 120 percent of the rate provided in Section 1274(b) of the Code.

6.3 The payments provided in subsection (A), (B) and (D) (and to the extent applicable, subsection (C)) of Section 6.1 hereof and in Section 6.2 hereof shall be made not later than the fifteenth (15th) day following the Date of Termination (or such later day as may be required by Section 409A of the Code), provided, however, that if the amounts of such payments, and the potential limitation on such payments set forth in Section 6.2 hereof, cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company or, in the case of payments under Section 6.2 hereof, in accordance with said Section 6.2, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120 percent of the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the sixtieth (60^th) day after the Date of Termination (or such later day as may be required by Section 409A of the Code). At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from the Tax Counsel or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

6.4 The Company also shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

7. Termination Procedures and Compensation During Dispute.

7.1 Notice of Termination. Any purported termination of the Executive’s employment hereunder (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters ( ³/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

7.2 Date of Termination. “Date of Termination,” with respect to any purported termination of the Executive’s employment hereunder, including a termination described in the second sentence of Section 6.1 hereof, shall mean the date specified in the Notice of Termination (which, except in the case of a termination for Cause, shall not be less than fifteen (15) days nor more than thirty (30) days, respectively, from the date such Notice of Termination is given).

7.3 Dispute Concerning Termination. If, prior to the Date of Termination (as determined without regard to this Section 7.3), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be extended until the earlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence.

7.4 Compensation During Dispute. If a purported termination occurs following a Change in Control and during the Term and the Date of Termination is extended in accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the Date of Termination, as determined in accordance with Section 7.3 hereof. Payments of compensation otherwise receivable pursuant to this Section 7.4 shall be reduced to the extent cash compensation is received by the Executive from a subsequent employer for services rendered during the period described in this Section 7.4 (and any such compensation received by a subsequent employer shall be reported by the Executive to the Company), and benefits otherwise receivable pursuant to this Section 7.4 shall be also be reduced in the manner provided in the penultimate sentence of Section 6.1(B) hereof. Pursuant to Sections 6.1(A) and (B), amounts paid under this Section 7.4 during the pendency of a dispute shall be offset against and reduce other amounts due under such Sections.

8. No Mitigation. The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 hereof or Section 7.4 hereof. Further, the amount of any payment or benefit provided for in this Agreement (other than as expressly provided in

Section 6.1(A), 6.1(B) or 7.4 hereof) shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

9. Successors; Binding Agreement.

9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement within 30 days after a written demand therefor is delivered to the Board by the Executive shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive’s employment for Good Reason after a Change in Control, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

10. Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given if (a) mailed by registered mail, return receipt requested, postage prepaid, (b) transmitted by hand delivery, (c) sent by next-day or overnight delivery through Federal Express, UPS or another similar nationally recognized delivery service, (d) sent by facsimile or telecopy (provided a copy is contemporaneously mailed by first class mail), addressed in each case if to the Executive, to the address inserted below the Executive’s signature on the final page hereof and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

Chiquita Brands International, Inc.

250 East Fifth Street

Cincinnati, Ohio 45202

Attention: Corporate Secretary

All such notices shall be deemed to have been received (w) if by certified or registered mail, on the seventh business day after the mailing thereof, (x) if by personal delivery, on the business day after such delivery, (y) if by next-day or overnight delivery, on the business day after such delivery and (z) if by facsimile or telecopy, on the business day following the sending of such facsimile or telecopy.

11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company only in the event that the Executive’s employment with the Company is terminated on or following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason. The

validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 and 7 hereof) shall survive such expiration. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.

12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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

14. Settlement of Disputes; Arbitration.

14.1 All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Employee Benefits Committee of the Company and shall be in writing. Any denial by the Employee Benefits Committee of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Employee Benefits Committee shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Compensation Committee of the Board a decision of the Employee Benefits Committee within sixty (60) days after notification by the Employee Benefits Committee that the Executive’s claim has been denied.

14.2 Except as provided in Section 14.3, any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Cincinnati, Ohio, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding any provision of this Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

14.3 Notwithstanding anything herein to the contrary, the Executive agrees that it would be difficult to measure any damages caused to the Company that might result from any breach by the Executive of the provisions of Sections 4.2 or 4.3 hereof, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that in the case of breach, or proposed breach, of such provisions, the Company shall be entitled, in addition to all other remedies that it may have, to seek an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.

15. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(B) “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code.

(C) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(D) “Board” shall mean the Board of Directors of the Company.

(E) “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the

Executive pursuant to Section 7.1 hereof) that has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise, or (iii) the refusal of the Executive to cooperate with any legal proceeding or investigation, if requested to do so by the Company. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

(F) A “Change in Control” shall have the meaning set forth in the Company’s Amended and Restated 2002 Stock Option Plan, as in effect on the date hereof.

(G) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(H) “Company” shall mean Chiquita Brands International, Inc., and, except in determining under Section 15(G) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(I) “Date of Termination” shall have the meaning set forth in Section 7.2 hereof.

(J) “Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

(K) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(L) “Excise Tax” shall mean the excise tax imposed under Section 4999 of the Code.

(M) “Executive” shall mean the individual named in the first paragraph of this Agreement.

(N) “Final Determination” means an audit adjustment by the Internal Revenue Service that is either (i) agreed to by both the Executive (or his estate) and the Company (such agreement by the Company to be not unreasonably withheld) or (ii) sustained by a court of competent jurisdiction in a decision with which the Executive and the Company concur (such concurrence by the Company to be not unreasonably withheld) or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed or there is no further right of appeal.

(O) “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent) after any Change in Control described in Section 6.1 hereof, of any one of the following acts by the Company, or failures by the Company to act, provided such act (or failure to act) is not cured within 30 days after receipt of written notice from Executive:

(I) the assignment to the Executive of any duties inconsistent with the Executive’s status as an executive officer of the Company (provided that Good Reason shall not be deemed to have occurred merely by reason of the Company becoming a subsidiary of another company) or a substantial adverse alteration in the nature or status of the Executive’s responsibilities from those in effect immediately prior to such Change in Control;

(II) a reduction by the Company in the Executive’s annual base salary or target annual bonus opportunity as in effect immediately prior to such Change in Control or as the same may thereafter be increased from time to time, or a failure to provide the Executive with participation in any stock option or other equity-based plan in which other employees of the Company (and any parent, surviving or acquiring company) participate on a basis that does not unreasonably discriminate against the Executive as compared to such other employees who have similar levels of responsibility and compensation;

(III) the relocation of the Executive’s principal place of employment to a location more than 50 miles from the Executive’s principal place of employment immediately prior to such Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to such Change in Control; or

(IV) any material breach by the Company of its obligations under this Agreement; provided, however, that, the Notice of Termination in connection with the foregoing acts or failure to act must be communicated by the Executive to the Company within six months of the Executive becoming aware of such act or failure to act.

The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. Except as provided above, the Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

(P) “Gross-Up Payment” shall have the meaning set forth in Section 6.2 hereof.

(Q) “Notice of Termination” shall have the meaning set forth in Section 7.1 hereof.

(R) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(S) “Severance Payments” shall have the meaning set forth in Section 6.1 hereof.

(T) “Tax Counsel” shall have the meaning set forth in Section 6.2 hereof.

(U) “Term” shall mean the period of time described in Section 2 hereof (including any extension described therein).

(V) “Total Payments” shall mean those payments so described in Section 6.2 hereof.

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

CHIQUITA BRANDS INTERNATIONAL, INC.
By:
Name:	Fernando Aguirre
Title:	Chairman of the Board, President and Chief Executive Officer
EXECUTIVE:
Title:
Address:

Exhibit A

GENERAL RELEASE AND WAIVER

In exchange for the payments and benefits identified in the Severance Agreement (the “Agreement”) between Chiquita Brands International, Inc. (the “Company”) and (“Employee”), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles and forever discharges the Company, its parent, subsidiaries, affiliates, successors and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any other party associated with the Company, to the fullest extent permitted by applicable law, from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee’s employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Employee as to (i) any claim that arises after the date on which Employee executes this Release, (ii) any claim for vested benefits which may be due Employee under any employee benefit plans in which Employee was a participant; (iii) any claim relating to Employee’s eligibility for indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws (or those of any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Employee has incurred or may incur as a director, officer or employee of the Company or any subsidiary or affiliate (including as a trustee, director or officer of any employee benefit plan), and (iv) benefits payable under any Social Security, Worker’s Compensation or Unemployment laws or rights arising out of any breach of the Agreement by the Company.

[For Employees Age 40 or Older]

Employee further expressly and specifically waives any and all rights or claims under the Age Discrimination In Employment Act of 1967 and the Older Workers Benefit Protection Act (collectively the “Act”). Employee acknowledges and agrees that this waiver of any right or claim under the Act (the “Waiver”) is knowing and voluntary, and specifically agrees as follows: (a) that the Agreement and this Waiver are written in a manner which he understands; (b) that this Waiver specifically relates to rights or claims under the Act; (c) that he does not waive any rights or claims under the Act that may arise after the date of execution of this Waiver; (d) that he waives rights or claims under the Act in exchange for consideration in addition to anything of value to which he is already entitled; and (e) that he is advised in writing to consult with an attorney prior to executing this General Release and Waiver.

EXHIBIT B

The Competing Businesses consist of:

(A) the following companies and their subsidiaries and affiliates, as well as any company which acquires all or substantially all of the banana, fresh fruit or fresh cut fruit business, as the case may be, of any of the following companies:

[*]

(B) any company that was, at the time of your termination of employment with the Company or one of its Subsidiaries, in direct competition with the Company or any of its Subsidiaries or their respective joint ventures in the fresh cut business in the United States, the produce business in the Far East, or the processed fruit ingredients business in the United States or Europe, provided that you were employed in or provided substantial services to such fresh cut, Far East or processed fruit ingredient business conducted by the Company or any of its Subsidiaries or such joint ventures within two years prior to the date of your termination of employment.

EX-10.7

Exhibit 10.7

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.

SEVERANCE AGREEMENT

THIS AGREEMENT, dated as                      is made by and between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and                      (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and

WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided in the last Section hereof.

2. Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through August 21, 2011; provided, however, that if a Change in Control shall have occurred during the Term, the Term shall not expire before the second anniversary of such Change in Control.

3. Company’s Covenants Summarized.

3.1 In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive’s covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described herein. Except as provided in Section 9.1 hereof, no Severance Payments shall be payable under this Agreement unless there shall have been a termination of the Executive’s employment with the Company during the Term and following a Change in Control described in Section 6.1 hereof.

3.2 This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company.

3.3 If the Executive materially breaches any of the terms of this Agreement, the Company shall immediately be entitled, in its sole discretion, to terminate its obligations to the Executive under this Agreement.

3.4 If Executive is now, or at any time during the term of this Agreement becomes, employed by a subsidiary of the Company (including an indirect subsidiary of the Company), (a) all references herein to his employment, or termination of employment, by or with the Company shall, except where the context otherwise indicates, be deemed to be references to his employment, or termination of

employment, by or with such subsidiary and (b) the Company shall have the right to cause such subsidiary to pay amounts and provide other benefits due to the Executive under this Agreement on the Company’s behalf, provided that nothing in this clause (b) shall relieve the Company of its obligation to cause all such amounts to be paid and such benefits to be provided to the Executive when due. The transfer of the Executive to the employ of the Company or any subsidiary of the Company shall not constitute a termination of his employment for purposes of this Agreement.

4. The Executive’s Covenants.

4.1 The Executive shall execute a release of claims against the Company substantially in the form set forth as Exhibit A hereto, at such time and in such manner as may reasonably be requested by the Company, in connection with the Executive’s termination of employment under the terms of this Agreement and as a condition to any payment or other provision of benefits by the Company hereunder.

4.2 Following termination of his employment with the Company, the Executive shall not use or disclose confidential information with respect to the Company or any of its subsidiaries to any person not authorized by the Company to receive such information, and the Executive shall assist the Company, in such manner as may reasonably be requested by the Company, in any litigation in which the Company or any of its subsidiaries is or may become involved. The Executive’s obligations under this Section 4.2 shall not be limited by the Term of this Agreement and shall continue in full force following the expiration of this Agreement.

4.3 For a period extending until twenty-four (24) months after a termination of the Executive’s employment during the Term and following a Change in Control, the Executive shall not directly or indirectly (a) solicit or attempt to solicit any employee to leave the employ of the Company; (b) engage or hold an interest in any company listed in Exhibit B hereto or any subsidiary or affiliate of such business (the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder (other than as a stockholder of less than five percent (5%)), joint venturer, officer, director, partner, employee or consultant, or otherwise engage or invest or participate in, any business conducted by a Competing Business; or (c) indirectly interfere with or disrupt any relationship, contractual or otherwise, between the Company and its customers, suppliers, distributors or other similar parties or contact any customer for the purpose of influencing the directing or transferring of any business or patronage away from the Company.

5. Compensation Other Than Severance Payments; Adjustment of Long-Term Performance Awards.

5.1 If the Executive’s employment shall be terminated for any reason during the Term and following a Change in Control, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the Change in Control, together with all compensation and benefits (including without limitation, pay for accrued but unused vacation) payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination.

5.2 If the Executive’s employment shall be terminated for any reason during the Term and following a Change in Control, the Company shall provide to the Executive the Executive’s normal post-termination compensation and benefits (including but not limited to outplacement services and, if the Executive’s place of employment was outside the United States, all benefits under the Company’s repatriation policy to which the Executive would be entitled if there were approval by all Company departments whose approval is required under such policy) as such payments and benefits become due.

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Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs, policies and arrangements as in effect immediately prior to the Date of Termination.

5.3 If, at the time of a Change in Control, the Executive holds any cash or equity-based awards the vesting of which was made contingent upon the attainment of performance goals with respect to a performance period of greater than one year (“LTIP Awards”), upon the occurrence of a Change in Control, notwithstanding the terms of any such award (or any plan under which the award is made), the performance goals with respect to each such LTIP Award shall be deemed attained at the target level and the vesting of each such award shall, subject to Section 6.1 (C) hereof, be conditioned solely upon the Executive’s continued employment through the remainder of the applicable performance period, upon which date such LTIP Award shall be immediately paid in full, unless a later payment date is required in order to comply with Section 409A of the Code, in which case such LTIP Award shall be paid out upon the earliest date permissible without violation of Section 409A of the Code.

6. Severance Payments.

6.1 Subject to Section 6.2 hereof, if (1) a Change in Control occurs during the Term, and (2) the Executive’s employment is terminated (other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason) and the Date of Termination in connection therewith occurs within two (2) years after such Change in Control then the Company shall pay the Executive the amounts, and provide the Executive the benefits, hereinafter described in this Section 6.1 (“Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof.

(A) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable by the Company or any of its subsidiaries to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two (2.0) times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the Change in Control (the “Base Salary”), plus (ii) the target annual bonus established for the Executive under the bonus plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination (or, if higher, in respect of the fiscal year in which occurs the Change in Control). If, notwithstanding the foregoing provision that the lump sum severance is to be in lieu of any severance benefit otherwise payable, the Company or any of its subsidiaries is required by applicable law to pay such a benefit, the Company’s obligation to pay such lump sum severance hereunder shall be offset and reduced by the amount of the benefit required to be paid by applicable law. The amounts payable under this Section 6.1(A) shall be reduced dollar-for-dollar for any salary and other compensation payments made pursuant to Section 7.4 hereof.

(B) For the 24-month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents with life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination (or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the Change in Control), at no greater cost to the Executive on an after-tax basis than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 6.1(B) shall cease if benefits of the same type are received by or made available to the Executive by a subsequent employer during the applicable period set forth above (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive). If the Severance Payments shall be decreased pursuant to Section 6.2 hereof, and the Section 6.1(B) benefits which remain payable after the

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application of Section 6.2 hereof are thereafter discontinued pursuant to the immediately preceding sentence, the Company shall, no later than five (5) business days following such discontinuation, pay to the Executive the least of (a) the amount of the decrease made in the Severance Payments pursuant to Section 6.2 hereof, (b) the value of the discontinued Section 6.1(B) benefits, or (c) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code. The time period during which benefits are payable under this Section 6.1(B) shall be reduced by the amount of time benefits are paid to Executive pursuant to Section 7.4 hereof.

(C) Notwithstanding any provision of any incentive, stock, retirement, savings or other plan to the contrary, as of the Date of Termination, (i) the Executive shall be fully vested in (1) all then outstanding options to acquire stock of the Company (or if such options have been assumed by, or replaced with options for shares of, a parent, surviving or acquiring company, such assumed or replacement options), and all then outstanding restricted shares of stock of the Company (or the stock of any parent, surviving or acquiring company into which such restricted shares have been converted or for which they have been exchanged) and all other equity or equity-based awards held by the Executive immediately prior to termination, other than LTIP Awards, which are governed by the last sentence of this Section 6.1(C), (2) all accrued basic match and incremental match employer contributions under the Company’s Capital Appreciation Plan, and (3) to the extent permissible under the Code and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), all amounts credited to his account under the Company’s 401(k) Savings and Investment Plan which are attributable to employer contributions; and (ii) all stock options referred to in clause (i) above shall remain exercisable until the earlier of (x) the 1st anniversary of the Date of Termination or (y) the otherwise applicable expiration date of such option; provided, however, that if the Date of Termination is more than one year after the date of a Change of Control, then the foregoing provisions of this (ii) shall apply only to the extent such application would not cause the stock option to be subject to Section 409A of the Code, and if any stock options would be subject to Section 409A of the Code, such options shall remain exercisable in accordance with the terms of the applicable award agreement and stock option plan rather than the terms of this Agreement. To the extent that the full vesting of the Executive under clause (i)(3) of the preceding sentence would violate either ERISA or the Code, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount which cannot become fully vested. With respect to LTIP Awards held by the Executive upon the Date of Termination, the Executive will become fully vested (and paid in accordance with Section 5.3) in a pro-rata portion of each such award upon the Date of Termination, determined by multiplying the total amount of shares or cash the Executive would have been entitled to had the Executive remained employed through the entire applicable performance period (giving effect to Section 5.3) by a fraction, the numerator of which will be the number of days in such performance period which have elapsed as of the Date of Termination and the denominator of which is the total number of days in the performance period.

(D) The Company shall pay to the Executive a lump sum amount, in cash, equal to the Executive’s target annual bonus under the bonus plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination (or, if higher, in respect of the fiscal year in which occurs the Change of Control) multiplied by a fraction, the numerator of which is the number of days in such fiscal year through and including the Date of Termination, and the denominator of which is 365.

6.2 (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received or to be received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into

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account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments that do not constitute deferred compensation within the meaning of Section 409A shall first be reduced, all other Severance Payments that do not constitute deferred compensation within the meaning of Section 409A shall be next reduced, and all other Severance Payments that do constitute deferred compensation within the meaning of Section 409A shall thereafter be reduced (beginning with those payments last to be paid), to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments); provided, however, that, to the extent permitted by Section 409A of the Code, the Executive may elect to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments.

(B) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of this Section 6.2, (1) the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the applicable Total Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence in the calendar year in which the applicable Total Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes and (2) except to the extent that the Executive otherwise notifies the Company, the Executive shall be deemed to be subject to the loss of itemized deductions and personal exemptions to the maximum extent provided by the Code for each dollar of incremental income

(C) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company’s calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection A of this Section 6.2, subject to Section 14.2 hereof.

6.3 The payments provided in subsection (A), (B) and (D) (and to the extent applicable, subsection (C)) of Section 6.1 hereof shall be made not later than the fifteenth (15th) day following the

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Date of Termination (or such later day as may be required by Section 409A of the Code), provided, however, that if the amounts of such payments, and the potential limitation on such payments set forth in Section 6.2 hereof, cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120 percent of the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the sixtieth (60^th) day after the Date of Termination (or such later day as may be required by Section 409A of the Code). At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from the Tax Counsel or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

6.4 The Company also shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

7. Termination Procedures and Compensation During Dispute.

7.1 Notice of Termination. Any purported termination of the Executive’s employment hereunder (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

7.2 Date of Termination. “Date of Termination,” with respect to any purported termination of the Executive’s employment hereunder, including a termination described in the second sentence of Section 6.1 hereof, shall mean the date specified in the Notice of Termination (which, except in the case of a termination for Cause, shall not be less than fifteen (15) days nor more than thirty (30) days, respectively, from the date such Notice of Termination is given).

7.3 Dispute Concerning Termination. If, prior to the Date of Termination (as determined without regard to this Section 7.3), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be extended until the earlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal

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has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence.

7.4 Compensation During Dispute. If a purported termination occurs following a Change in Control and during the Term and the Date of Termination is extended in accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the Date of Termination, as determined in accordance with Section 7.3 hereof. Payments of compensation otherwise receivable pursuant to this Section 7.4 shall be reduced to the extent cash compensation is received by the Executive from a subsequent employer for services rendered during the period described in this Section 7.4 (and any such compensation received by a subsequent employer shall be reported by the Executive to the Company), and benefits otherwise receivable pursuant to this Section 7.4 shall be also be reduced in the manner provided in the penultimate sentence of Section 6.1(B) hereof. Pursuant to Sections 6.1(A) and (B), amounts paid under this Section 7.4 during the pendency of a dispute shall be offset against and reduce other amounts due under such Sections.

8. No Mitigation. The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 hereof or Section 7.4 hereof. Further, the amount of any payment or benefit provided for in this Agreement (other than as expressly provided in Section 6.1(A), 6.1(B) or 7.4 hereof) shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

9. Successors; Binding Agreement.

9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement within 30 days after a written demand therefor is delivered to the Board by the Executive shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive’s employment for Good Reason after a Change in Control, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

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10. Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given if (a) mailed by registered mail, return receipt requested, postage prepaid, (b) transmitted by hand delivery, (c) sent by next-day or overnight delivery through Federal Express, UPS or another similar nationally recognized delivery service, (d) sent by facsimile or telecopy (provided a copy is contemporaneously mailed by first class mail), addressed in each case if to the Executive, to the address inserted below the Executive’s signature on the final page hereof and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

Chiquita Brands International, Inc.

250 East Fifth Street

Cincinnati, Ohio 45202

Attention: Corporate Secretary

All such notices shall be deemed to have been received (w) if by certified or registered mail, on the seventh business day after the mailing thereof, (x) if by personal delivery, on the business day after such delivery, (y) if by next-day or overnight delivery, on the business day after such delivery and (z) if by facsimile or telecopy, on the business day following the sending of such facsimile or telecopy.

11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company only in the event that the Executive’s employment with the Company is terminated on or following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 and 7 hereof) shall survive such expiration. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.

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12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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

14. Settlement of Disputes; Arbitration.

14.1 All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Employee Benefits Committee of the Company and shall be in writing. Any denial by the Employee Benefits Committee of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Employee Benefits Committee shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Compensation Committee of the Board a decision of the Employee Benefits Committee within sixty (60) days after notification by the Employee Benefits Committee that the Executive’s claim has been denied.

14.2 Except as provided in Section 14.3, any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Cincinnati, Ohio, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding any provision of this Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

14.3 Notwithstanding anything herein to the contrary, the Executive agrees that it would be difficult to measure any damages caused to the Company that might result from any breach by the Executive of the provisions of Sections 4.2 or 4.3 hereof, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that in the case of breach, or proposed breach, of such provisions, the Company shall be entitled, in addition to all other remedies that it may have, to seek an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.

15. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(B) “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code.

(C) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(D) “Board” shall mean the Board of Directors of the Company.

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(E) “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof) that has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise, or (iii) the refusal of the Executive to cooperate with any legal proceeding or investigation, if requested to do so by the Company. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

(F) A “Change in Control” shall have the meaning set forth in the Company’s Amended and Restated 2002 Stock Option Plan, as in effect on the date hereof.

(G) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(H) “Company” shall mean Chiquita Brands International, Inc., and, except in determining under Section 15(G) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(I) “Date of Termination” shall have the meaning set forth in Section 7.2 hereof.

(J) “Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

(K) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(L) “Excise Tax” shall mean the excise tax imposed under Section 4999 of the Code.

(M) “Executive” shall mean the individual named in the first paragraph of this Agreement.

(N) “Final Determination” means an audit adjustment by the Internal Revenue Service that is either (i) agreed to by both the Executive (or his estate) and the Company (such agreement by the Company to be not unreasonably withheld) or (ii) sustained by a court of competent jurisdiction in a decision with which the Executive and the Company concur (such concurrence by the Company to be not unreasonably withheld) or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed or there is no further right of appeal.

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(O) “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent) after any Change in Control described in Section 6.1 hereof, of any one of the following acts by the Company, or failures by the Company to act, provided such act (or failure to act) is not cured within 30 days after receipt of written notice from Executive:

(I) the assignment to the Executive of any duties inconsistent with the Executive’s status as an executive officer of the Company (provided that Good Reason shall not be deemed to have occurred merely by reason of the Company becoming a subsidiary of another company) or a substantial adverse alteration in the nature or status of the Executive’s responsibilities from those in effect immediately prior to such Change in Control;

(II) a reduction by the Company in the Executive’s annual base salary or target annual bonus opportunity as in effect immediately prior to such Change in Control or as the same may thereafter be increased from time to time, or a failure to provide the Executive with participation in any stock option or other equity-based plan in which other employees of the Company (and any parent, surviving or acquiring company) participate on a basis that does not unreasonably discriminate against the Executive as compared to such other employees who have similar levels of responsibility and compensation;

(III) the relocation of the Executive’s principal place of employment to a location more than 50 miles from the Executive’s principal place of employment immediately prior to such Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to such Change in Control; or

(IV) any material breach by the Company of its obligations under this Agreement; provided, however, that, the Notice of Termination in connection with the foregoing acts or failure to act must be communicated by the Executive to the Company within six months of the Executive becoming aware of such act or failure to act.

The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. Except as provided above, the Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

(P) “Notice of Termination” shall have the meaning set forth in Section 7.1 hereof.

(Q) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(R) “Severance Payments” shall have the meaning set forth in Section 6.1 hereof.

(S) “Tax Counsel” shall have the meaning set forth in Section 6.2 hereof.

11

(T) “Term” shall mean the period of time described in Section 2 hereof (including any extension described therein).

(U) “Total Payments” shall mean those payments so described in Section 6.2 hereof.

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

CHIQUITA BRANDS INTERNATIONAL, INC.
By:
Name:	Fernando Aguirre
Title:	Chairman of the Board, President and Chief Executive Officer

EXECUTIVE:

Title:

Address:

12

Exhibit A

GENERAL RELEASE AND WAIVER

In exchange for the payments and benefits identified in the Severance Agreement (the “Agreement”) between Chiquita Brands International, Inc. (the “Company”) and (“Employee”), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles and forever discharges the Company, its parent, subsidiaries, affiliates, successors and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any other party associated with the Company, to the fullest extent permitted by applicable law, from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee’s employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Employee as to (i) any claim that arises after the date on which Employee executes this Release, (ii) any claim for vested benefits which may be due Employee under any employee benefit plans in which Employee was a participant; (iii) any claim relating to Employee’s eligibility for indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws (or those of any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Employee has incurred or may incur as a director, officer or employee of the Company or any subsidiary or affiliate (including as a trustee, director or officer of any employee benefit plan), and (iv) benefits payable under any Social Security, Worker’s Compensation or Unemployment laws or rights arising out of any breach of the Agreement by the Company.

[For Employees Age 40 or Older]

Employee further expressly and specifically waives any and all rights or claims under the Age Discrimination In Employment Act of 1967 and the Older Workers Benefit Protection Act (collectively the “Act”). Employee acknowledges and agrees that this waiver of any right or claim under the Act (the “Waiver”) is knowing and voluntary, and specifically agrees as follows: (a) that the Agreement and this Waiver are written in a manner which he understands; (b) that this Waiver specifically relates to rights or claims under the Act; (c) that he does not waive any rights or claims under the Act that may arise after the date of execution of this Waiver; (d) that he waives rights or claims under the Act in exchange for consideration in addition to anything of value to which he is already entitled; and (e) that he is advised in writing to consult with an attorney prior to executing this General Release and Waiver.

13

EXHIBIT B

The Competing Businesses consist of:

(A) the following companies and their subsidiaries and affiliates, as well as any company which acquires all or substantially all of the banana, fresh fruit or fresh cut fruit business, as the case may be, of any of the following companies:

[*]

(B) any company that was, at the time of your termination of employment with the Company or one of its Subsidiaries, in direct competition with the Company or any of its Subsidiaries or their respective joint ventures in the fresh cut business in the United States, the produce business in the Far East, or the processed fruit ingredients business in the United States or Europe, provided that you were employed in or provided substantial services to such fresh cut, Far East or processed fruit ingredient business conducted by the Company or any of its Subsidiaries or such joint ventures within two years prior to the date of your termination of employment.

14

EX-10.8

Exhibit 10.8

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.

[Form of 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 occurs]

CHIQUITA BRANDS INTERNATIONAL, INC.

STOCK AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

Congratulations! You have been awarded a restricted stock award under the Chiquita Stock and Incentive Plan (the “Plan”).

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock (“Shares”), subject to the forfeiture provisions and other terms of this Agreement. 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. 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: Vesting Date[s]:

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 Separation of Service as described in Section 5.2 of the Plan within one year after 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 key employee and the Plan requires that issuance of the Shares be postponed until the Specified Employee Delayed Payment Date, in which case Shares will be delivered on that 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 Plan as [the][each] Vesting Date or, if earlier, the date you Separate from Service because of your death or Disability, and in the case of Shares that vest on account of your Separation from Service because of your Retirement, it is the first payroll date following your Separation from Service (or promptly thereafter). The “Specified Employee Delayed Payment Date” is generally defined in the 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).

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.

FORFEITURE OF SHARES: In the event you Separate from Service for any reason (other than as a result of your death, Disability, Retirement or a Separation of Service as described in Section 5.2 of the Plan within one year after a Change in Control of the Company) 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.

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

(a) During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will hold in a fiduciary capacity for the sole benefit of the Company all information, knowledge or data relating to the Company or any of its Subsidiaries and their respective businesses and investments, including investments in joint ventures, which

information, knowledge or data the Company or any of its Subsidiaries consider to be proprietary, confidential, or not public knowledge (including but not limited to trade secrets) that you obtain or have previously obtained during your employment by the Company or any of its Subsidiaries (“Proprietary, Confidential or Non-Public Information”). During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will not directly or indirectly use, communicate, divulge or disseminate any Proprietary, Confidential or Non-Public Information for any purpose not authorized by the Company or any of its Subsidiaries, or for any purpose not related to the performance of your work for the Company or any of its Subsidiaries. At any time requested by the Company or any of its Subsidiaries, and in any event immediately upon the termination of your employment for any reason, voluntary or involuntary, you shall return all copies of all documents, materials or information in any form, written or electronic or otherwise, that constitute, contain, refer or relate to any Proprietary, Confidential or Non-Public Information.

(b) During your employment with the Company or any of its Subsidiaries and for a period of two years after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage in, invest in or participate in any business or activity conducted by any company listed or described in Exhibit A, attached hereto (the “Competing Business”), whether as an employee, officer, director, partner, joint venturer, consultant, independent contractor, agent, representative, shareholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business) or in any other capacity.

(c) During your employment with the Company or any of its Subsidiaries and for a period of one year after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, solicit, entice, persuade or induce, or attempt to solicit, entice, persuade or induce (i) any customer, supplier, distributor or other person or entity that has a business relationship, contractual or otherwise, with the Company or any of its Subsidiaries (or any of their respective joint ventures) to direct or transfer away from the Company or any of its Subsidiaries (or such joint ventures) or eliminate, interfere with, disrupt, reduce or modify to the detriment of the Company or any of its Subsidiaries (or such joint ventures) any business, patronage or source of supply, or (ii) any person to leave the employment of the Company or any of its Subsidiaries (or any such joint ventures) (other than persons employed in a clerical, non-professional or non-managerial position).

(d) You understand and agree that the restrictions set forth above, including, without limitation, the duration and scope of such restrictions, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries. You further agree that the Company will be entitled to seek and obtain injunctive relief against you in the event of any actual or threatened breach of such restrictions, and you hereby consent to the exercise of personal jurisdiction and venue in a federal or state court of competent jurisdiction located in Hamilton County, Ohio, and you agree not to initiate any legal action relating to the subject matter hereof in any other forum. You understand and agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Ohio applicable to contracts executed in and to be performed in that State. If any provision of this Agreement is determined to be unenforceable or unreasonable by any Court, then such provision will be modified or omitted only to the extent necessary to make such provision and the remaining provisions of this Agreement enforceable.

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

CONDITIONS: This award is intended to comply with Section 409A of the Internal Revenue Code. It 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. laws and foreign laws.

AGREEMENT: To acknowledge your agreement to the terms and conditions of this award, please sign and return one copy of this Agreement to the 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:

Date Agreed To:
	U.S. Social Security Number (if applicable)

EXHIBIT A

The Competing Businesses consist of:

(A) the following companies and their subsidiaries and affiliates, as well as any company which acquires all or substantially all of the banana, fresh fruit, or fresh cut business, as the case may be, of any of the following companies:

[*]

(B) any company that was, at the time of your termination of employment with the Company or any of its Subsidiaries, in direct competition with the Company or any of its Subsidiaries or their respective joint ventures in the fresh cut business in the United States, the produce business in the Far East, or the processed fruit ingredients business in the United States or Europe, provided that you were employed in or provided substantial services to such fresh cut, Far East or processed fruit ingredient business conducted by the Company or any of its Subsidiaries or such joint ventures within two years prior to the date of your termination of employment.

EX-10.9

Exhibit 10.9

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.

[Form of 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.]

CHIQUITA BRANDS INTERNATIONAL, INC.

STOCK AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

Congratulations! You have been awarded a restricted stock award under the Chiquita Stock and Incentive Plan (the “Plan”).

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock (“Shares”), subject to the forfeiture provisions and other terms of this Agreement. 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. 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: Vesting Date[s]:

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 Separation from Service as described in Section 5.2 of the Plan within one year after 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 Plan as [the][each] Vesting Date or, if earlier, the date you Separate from Service because of your death or Disability.

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.

FORFEITURE OF SHARES: In the event you Separate from Service for any reason (other than as a result of your death, Disability or a Separation from Service as described in Section 5.2 of the Plan within one year after a Change in Control of the Company ) 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.

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

(a) During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will hold in a fiduciary capacity for the sole benefit of the Company all information, knowledge or data relating to the Company or any of its Subsidiaries and their respective businesses and investments, including investments in joint ventures, which information, knowledge or data the Company or any of its Subsidiaries consider to be proprietary, confidential, or not public knowledge (including but not limited to trade secrets) that you obtain or have previously obtained during your employment by the Company or any of its Subsidiaries (“Proprietary, Confidential or Non-Public Information”). During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will not directly or indirectly use, communicate, divulge or disseminate any Proprietary, Confidential or

Non-Public Information for any purpose not authorized by the Company or any of its Subsidiaries, or for any purpose not related to the performance of your work for the Company or any of its Subsidiaries. At any time requested by the Company or any of its Subsidiaries, and in any event immediately upon the termination of your employment for any reason, voluntary or involuntary, you shall return all copies of all documents, materials or information in any form, written or electronic or otherwise, that constitute, contain, refer or relate to any Proprietary, Confidential or Non-Public Information.

(b) During your employment with the Company or any of its Subsidiaries and for a period of two years after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage in, invest in or participate in any business or activity conducted by any company listed or described in Exhibit A, attached hereto (the “Competing Business”), whether as an employee, officer, director, partner, joint venturer, consultant, independent contractor, agent, representative, shareholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business) or in any other capacity.

(c) During your employment with the Company or any of its Subsidiaries and for a period of one year after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, solicit, entice, persuade or induce, or attempt to solicit, entice, persuade or induce (i) any customer, supplier, distributor or other person or entity that has a business relationship, contractual or otherwise, with the Company or any of its Subsidiaries (or any of their respective joint ventures) to direct or transfer away from the Company or any of its Subsidiaries (or such joint ventures) or eliminate, interfere with, disrupt, reduce or modify to the detriment of the Company or any of its Subsidiaries (or such joint ventures) any business, patronage or source of supply, or (ii) any person to leave the employment of the Company or any of its Subsidiaries (or any such joint ventures) (other than persons employed in a clerical, non-professional or non-managerial position).

(d) You understand and agree that the restrictions set forth above, including, without limitation, the duration and scope of such restrictions, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries. You further agree that the Company will be entitled to seek and obtain injunctive relief against you in the event of any actual or threatened breach of such restrictions, and you hereby consent to the exercise of personal jurisdiction and venue in a federal or state court of competent jurisdiction located in Hamilton County, Ohio, and you agree not to initiate any legal action relating to the subject matter hereof in any other forum. You understand and agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Ohio applicable to contracts executed in and to be performed in that State. If any provision of this Agreement is determined to be unenforceable or unreasonable by any Court, then such provision will be modified or omitted only to the extent necessary to make such provision and the remaining provisions of this Agreement enforceable.

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

CONDITIONS: This award is intended to be exempt from Section 409A of the Internal Revenue Code. It 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. laws and foreign laws.

AGREEMENT: To acknowledge your agreement to the terms and conditions of this award, please sign and return one copy of this Agreement to the 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:

Date Agreed To:
	U.S. Social Security Number (if applicable)

EXHIBIT A

The Competing Businesses consist of:

(A) the following companies and their subsidiaries and affiliates, as well as any company which acquires all or substantially all of the banana, fresh fruit, or fresh cut business, as the case may be, of any of the following companies:

[*]

(B) any company that was, at the time of your termination of employment with the Company or any of its Subsidiaries, in direct competition with the Company or any of its Subsidiaries or their respective joint ventures in the fresh cut business in the United States, the produce business in the Far East, or the processed fruit ingredients business in the United States or Europe, provided that you were employed in or provided substantial services to such fresh cut, Far East or processed fruit ingredient business conducted by the Company or any of its Subsidiaries or such joint ventures within two years prior to the date of your termination of employment.

EX-10.10

Exhibit 10.10

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.

CHIQUITA BRANDS INTERNATIONAL, INC.

STOCK AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

Congratulations! You have been awarded a restricted stock award under the Chiquita Stock and Incentive Plan (the “Plan”).

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock (“Shares”), subject to the forfeiture provisions and other terms of this Agreement. 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. 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: Vesting Date[s]:

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 Separation of Service as described in Section 5.02 of the Plan within one year after 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 key employee and the Plan requires that issuance of the Shares be postponed until the Specified Employee Delayed Payment Date, in which case Shares will be delivered on that 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 Plan as [the][each] Vesting Date or, if earlier, the date you Separate from Service because of your death or Disability, and in the case of Shares that vest on account of your Separation from Service because of your Retirement, it is the first payroll date following your Separation from Service (or promptly thereafter). The “Specified Employee Delayed Payment Date” is generally defined in the 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).

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.

FORFEITURE OF SHARES: In the event you Separate from Service for any reason (other than as a result of your death, Disability, Retirement or a Separation of Service as described in Section 5.02 of the Plan within one year after a Change in Control of the Company) 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.

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

(a) During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will hold in a fiduciary capacity for the sole benefit of the Company all information, knowledge or data relating to the Company or any of its Subsidiaries and their respective businesses and investments, including investments in joint ventures, which information, knowledge or data the Company or any of its Subsidiaries consider to be proprietary, confidential, or not public knowledge (including but not limited to trade secrets) that you obtain or have previously obtained during your employment by the Company or any of its Subsidiaries (“Proprietary, Confidential or Non-Public Information”). During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you

will not directly or indirectly use, communicate, divulge or disseminate any Proprietary, Confidential or Non-Public Information for any purpose not authorized by the Company or any of its Subsidiaries, or for any purpose not related to the performance of your work for the Company or any of its Subsidiaries. At any time requested by the Company or any of its Subsidiaries, and in any event immediately upon the termination of your employment for any reason, voluntary or involuntary, you shall return all copies of all documents, materials or information in any form, written or electronic or otherwise, that constitute, contain, refer or relate to any Proprietary, Confidential or Non-Public Information.

(b) During your employment with the Company or any of its Subsidiaries and for a period of two years after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage in, invest in or participate in any business or activity conducted by any company listed or described in Exhibit A, attached hereto (the “Competing Business”), whether as an employee, officer, director, partner, joint venturer, consultant, independent contractor, agent, representative, shareholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business) or in any other capacity.

(c) During your employment with the Company or any of its Subsidiaries and for a period of one year after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, solicit, entice, persuade or induce, or attempt to solicit, entice, persuade or induce (i) any customer, supplier, distributor or other person or entity that has a business relationship, contractual or otherwise, with the Company or any of its Subsidiaries (or any of their respective joint ventures) to direct or transfer away from the Company or any of its Subsidiaries (or such joint ventures) or eliminate, interfere with, disrupt, reduce or modify to the detriment of the Company or any of its Subsidiaries (or such joint ventures) any business, patronage or source of supply, or (ii) any person to leave the employment of the Company or any of its Subsidiaries (or any such joint ventures) (other than persons employed in a clerical, non-professional or non-managerial position).

(d) You understand and agree that the restrictions set forth above, including, without limitation, the duration and scope of such restrictions, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries. You further agree that the Company will be entitled to seek and obtain injunctive relief against you in the event of any actual or threatened breach of such restrictions, and you hereby consent to the exercise of personal jurisdiction and venue in a federal or state court of competent jurisdiction located in Hamilton County, Ohio, and you agree not to initiate any legal action relating to the subject matter hereof in any other forum. You understand and agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Ohio applicable to contracts executed in and to be performed in that State. If any provision of this Agreement is determined to be unenforceable or unreasonable by any Court, then such provision will be modified or omitted only to the extent necessary to make such provision and the remaining provisions of this Agreement enforceable.

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

CONDITIONS: This award is intended to comply with Section 409A of the Internal Revenue Code. It is to be governed by and subject to the terms and conditions of the Plan, as amended from time to time, which contains important provisions of this award and forms a part of this Agreement. A copy of the Plan is being provided to you, along with a summary of the Plan. If there is any conflict between any provision of this Agreement and the Plan, this Agreement will control, unless the provision is not permitted by the Plan, in which case the provision of the Plan will apply. Your rights and obligations under this Agreement are also governed by and are subject to applicable U.S. laws 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:
Kevin R. Holland, Senior Vice President and Chief People Officer	Home Address (including country)
By:
Date Agreed To:
	U.S. Social Security Number (if applicable)

EXHIBIT A

The Competing Businesses consist of:

(A) the following companies and their subsidiaries and affiliates, as well as any company which acquires all or substantially all of the banana, fresh fruit, or fresh cut business, as the case may be, of any of the following companies:

[*]

(B) any company that was, at the time of your termination of employment with the Company or any of its Subsidiaries, in direct competition with the Company or any of its Subsidiaries or their respective joint ventures in the fresh cut business in the United States, the produce business in the Far East, or the processed fruit ingredients business in the United States or Europe, provided that you were employed in or provided substantial services to such fresh cut, Far East or processed fruit ingredient business conducted by the Company or any of its Subsidiaries or such joint ventures within two years prior to the date of your termination of employment.

EX-10.11

Exhibit 10.11

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.

CHIQUITA BRANDS INTERNATIONAL, INC.

STOCK AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

Congratulations! You have been awarded a restricted stock award under the Chiquita Stock and Incentive Plan (the “Plan”).

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock (“Shares”), subject to the forfeiture provisions and other terms of this Agreement. 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. 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: Vesting Date[s]:

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 Separation from Service as described in Section 5.02 of the Plan within one year after 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 Plan as [the][each] Vesting Date or, if earlier, the date you Separate from Service because of your death or Disability.

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.

FORFEITURE OF SHARES: In the event you Separate from Service for any reason (other than as a result of your death, Disability or a Separation from Service as described in Section 5.02 of the Plan within one year after a Change in Control of the Company ) 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.

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

(a) During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will hold in a fiduciary capacity for the sole benefit of the Company all information, knowledge or data relating to the Company or any of its Subsidiaries and their respective businesses and investments, including investments in joint ventures, which information, knowledge or data the Company or any of its Subsidiaries consider to be proprietary, confidential, or not public knowledge (including but not limited to trade secrets) that you obtain or have previously obtained during your employment by the Company or any of its Subsidiaries (“Proprietary, Confidential or Non-Public Information”). During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will not directly or indirectly use, communicate, divulge or disseminate any Proprietary, Confidential or Non-Public Information for any purpose not authorized by the Company or any of its Subsidiaries, or for any purpose not related to the performance of your work for the Company or any of its Subsidiaries. At any time requested by the Company or any of its Subsidiaries, and in any event immediately upon the

termination of your employment for any reason, voluntary or involuntary, you shall return all copies of all documents, materials or information in any form, written or electronic or otherwise, that constitute, contain, refer or relate to any Proprietary, Confidential or Non-Public Information.

(b) During your employment with the Company or any of its Subsidiaries and for a period of two years after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage in, invest in or participate in any business or activity conducted by any company listed or described in Exhibit A, attached hereto (the “Competing Business”), whether as an employee, officer, director, partner, joint venturer, consultant, independent contractor, agent, representative, shareholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business) or in any other capacity.

(c) During your employment with the Company or any of its Subsidiaries and for a period of one year after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, solicit, entice, persuade or induce, or attempt to solicit, entice, persuade or induce (i) any customer, supplier, distributor or other person or entity that has a business relationship, contractual or otherwise, with the Company or any of its Subsidiaries (or any of their respective joint ventures) to direct or transfer away from the Company or any of its Subsidiaries (or such joint ventures) or eliminate, interfere with, disrupt, reduce or modify to the detriment of the Company or any of its Subsidiaries (or such joint ventures) any business, patronage or source of supply, or (ii) any person to leave the employment of the Company or any of its Subsidiaries (or any such joint ventures) (other than persons employed in a clerical, non-professional or non-managerial position).

(d) You understand and agree that the restrictions set forth above, including, without limitation, the duration and scope of such restrictions, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries. You further agree that the Company will be entitled to seek and obtain injunctive relief against you in the event of any actual or threatened breach of such restrictions, and you hereby consent to the exercise of personal jurisdiction and venue in a federal or state court of competent jurisdiction located in Hamilton County, Ohio, and you agree not to initiate any legal action relating to the subject matter hereof in any other forum. You understand and agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Ohio applicable to contracts executed in and to be performed in that State. If any provision of this Agreement is determined to be unenforceable or unreasonable by any Court, then such provision will be modified or omitted only to the extent necessary to make such provision and the remaining provisions of this Agreement enforceable.

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

CONDITIONS: This award is intended to be exempt from Section 409A of the Internal Revenue Code. It is to be governed by and subject to the terms and conditions of the Plan, as amended from time to time, which contains important provisions of this award and forms a part of this Agreement. A copy of the Plan is being provided to you, along with a summary of the Plan. If there is any conflict between any provision of this Agreement and the Plan, this Agreement will control, unless the provision is not permitted by the Plan, in which case the provision of the Plan will apply. Your rights and obligations under this Agreement are also governed by and are subject to applicable U.S. laws 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:
Kevin R. Holland, Senior Vice President and Chief People Officer
	Home Address (including country)
By:
Date Agreed To:
	U.S. Social Security Number (if applicable)

EXHIBIT A

The Competing Businesses consist of:

(A) the following companies and their subsidiaries and affiliates, as well as any company which acquires all or substantially all of the banana, fresh fruit, or fresh cut business, as the case may be, of any of the following companies:

[*]

(B) any company that was, at the time of your termination of employment with the Company or any of its Subsidiaries, in direct competition with the Company or any of its Subsidiaries or their respective joint ventures in the fresh cut business in the United States, the produce business in the Far East, or the processed fruit ingredients business in the United States or Europe, provided that you were employed in or provided substantial services to such fresh cut, Far East or processed fruit ingredient business conducted by the Company or any of its Subsidiaries or such joint ventures within two years prior to the date of your termination of employment.

EX-10.12

Exhibit 10.12

Execution Version

August 18, 2010

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.

Employment Contract

between

Chiquita Brands International Sàrl, Route de l’Etraz, La Pièce, A-One business Centre - B4, 1180 Rolle

(the Company)

and

Brian W. Kocher, 32 Edwards Court, Ft. Thomas, KY 41075 USA

(the Employee)

1. Function

The Company hereby employs and appoints the Employee as President Europe & Middle East (President).

The Employee’s responsibilities, duties and authority are according to the job description (Appendix 1), the organizational handbook and the directives issued by the board of the Company and|or by the board and|or by the Chief Executive Officer (CEO) of Chiquita Brands International, Inc, 250 East Fifth Street, Cincinnati, Ohio 45202, (CBI) (the Company and CBI together the Group). The Employee’s responsibilities shall further be those commonly associated with his position and the Employee shall perform such duties and services as shall from time to time be determined by the board of the Company and|or by the board and|or by the CEO of CBI.

The Employee reports to the board of the Company, to the board of CBI and to the CEO of CBI.

Employment Contract between Brian W. Kocher and CBIS 2 | 10

2. Condition Precedent to Employment | Term of Employment

This employment agreement shall be conditional upon the effectiveness of the grant of the Swiss visa to the Employee and the resignation or termination, as the case may be, of the incumbent President.

The term of employment shall begin on the day of the grant of the Swiss visa to the Employee.

3. Place of Work

Place of work shall be Rolle. The Employee will be required to travel.

4. Working Time

The Employee shall dedicate full time, attention and energy to the business of the Group. He shall devote such of his time to the performance of his duties hereunder as shall be necessary. Any overtime work or additional tasks performed by the Employee is fully compensated by the base salary according to Section 5.1.

5. Compensation

5.1 Salary

The Employee will be paid an annual salary and benefits according to the Compensation Sheet (Appendix 2). The annual base salary will be paid in twelve equal monthly installments by bank transfer at the end of each calendar month.

The base salary according to Appendix 2 shall be equalized by the Company to take into account the payment of taxes incurred by the Employee.

5.2 Salary deductions

The applicable Employee contributions to social insurance schemes (AHV, IV, EO, ALV, BVG and the premiums for accident insurance and daily allowance insurance payable by the Employee in accordance with the respective regulations or individual agreements shall be deducted from the gross compensation payments made to the Employee under Section 5.

Employment Contract between Brian W. Kocher and CBIS 3 | 10

6. Expenses

(a) The Employee shall be entitled to reimbursement for all expenses incurred in the ordinary course of the performance of his duties pursuant to the terms and conditions of the Company’s expense reimbursement regulations (as amended from time to time).

(b) The Employee shall be provided with a company car for business and private use pursuant to Appendix 2.

(c) The Employee shall be provided with housing allowance pursuant to Appendix 2.

7. Sickness and Accidents

The Employee is insured under a daily sickness benefits insurance against loss of income resulting in case of sickness, replacing the Company’s respective statutory obligation. The commencement, duration and extent of insurance coverage as well as the benefits are according to the insurance policy. During a waiting period (if any), the Company shall pay 100 % of the salary, but in no event after the expiration of the employment relationship. The premiums for the daily sickness benefits insurance shall be borne by the Company.

The Employee is insured against occupational and non-occupational accidents and against occupational diseases in accordance with the statutory provisions. The premiums for the non-occupational accident insurance shall be borne by the Employer. There is additional accident insurance in place to increase coverage above the maximum salary statutorily insured. The premiums for the additional accident insurance shall be borne equally by the Company.

8. Vacation

The Employee is entitled to 20 days paid vacation per calendar year. Vacation will be taken at times mutually agreed by the Employee and the Company.

9. Duty of Loyalty

The Employee shall carefully perform the work assigned to him and shall observe in good faith directives and specific instructions given to him. He acknowledges that his function requires an exacting degree of loyalty to the Company. He is expected to invest his entire work to the benefit of the Company and to refrain

Employment Contract between Brian W. Kocher and CBIS 4 | 10

from any activities which could have an adverse effect on or conflict with the Company’s interests or the Employee’s performance.

10. Acceptance of Benefits from Third Parties

The Employee shall not accept any payments, gifts, loans or other benefits in connection with his services under this agreement, except for usual complementary gifts at the end of the year or at closing of a project.

11. Confidentiality Covenant

During the employment and after its termination, the employee may neither communicate to third parties nor make use of any confidential information which he learns of at his work for the Company. Confidential information shall comprise anything, which at the relevant point in time was not already demonstrably known to the public, particularly information about any kind of know-how (e.g., inventions, developments, data collections, procedures and concepts, business relationships) which is relevant for the Company or for persons who stand in relation or cooperate with the Company.

12. Intellectual Property Rights

The rights to inventions and designs made or conceived by the Employee individually or jointly while performing his employment activity and in performance of his contractual duties belong to the Company regardless of whether they are legally protected (Art. 332 para. 1 CO). The rights to inventions and designs, made or conceived by the Employee while performing his employment activity, but not during the performance of his contractual duties, shall be disclosed by him to the Company in accordance with Art. 332 para. 2 CO in writing and shall be offered for acquisition against reasonable compensation regardless of whether they are legally protected.

Other rights to any work products and any know-how, which the Employee creates or in which creation he participates while performing his employment activity belong exclusively to the Company. To the extent that work products (e.g., software, reports, documentations) are protected by copyrights, the Employee hereby assigns to the Company any and all rights related to such work products, particularly the copyright and any and all rights of use, including the rights of production and duplication, of publishing, to use, to license or to sell, to distribute over data or online media, to modify and develop further as well to develop new

Employment Contract between Brian W. Kocher and CBIS 5 | 10

products on the basis of the work product of the Employee or on the basis of parts of such work product.

To the extent that the work products comprise software, the Company in particular has the following, freely transferable and otherwise realizable rights on an exclusive basis:

a. the right to use the software in its own operation and group of companies;

b. the right to allow third parties to use the software without any restriction or under the condition of a commercial or private purpose, irrespective of whether such use requires copies of the software, occurs in a network operation or is made possible in another technical manner, and also independent of whether usage rights are granted through sales, license, lease or other type of contracts;

c. the right of first publication, of non-commercial distribution and commercial marketing of the software, regardless of how and on the basis of which distribution concept such marketing takes place;

d. the right to make copies of the software on any and all data media;

e. the right to maintain the software;

f. the right to modify, improve, extend, translate, decompile, disassemble or otherwise process the software;

g. the right to use the software as a model for new developments or extensions of other works; as well as

h. the right to grant the rights pursuant to c to g to third parties.

For the purposes of this section, the term software shall mean computer programs of any level and kind, particularly operating and application programs, as well as any and all work results that result or are created as part of the design, development, installation or maintenance of the respective computer program or otherwise in connection with it, irrespective of the data media and form in which they are recorded. The term software also comprises source codes.

The Company is not obligated to exercise its rights set forth in the preceding paragraphs. The Employee waives the right to be named as author or inventor. The Company is entitled to designate itself as the exclusive owner of the patent rights, copyrights and other rights related to the work products.

In the case of the termination of the agreement, the Employee is obligated to unrequestedly return all work products concerning the Company and any other records

Employment Contract between Brian W. Kocher and CBIS 6 | 10

concerning the Company irrespective of their embodiment (including computer files, source codes and documentations) by the termination of the employment. It is forbidden to create copies or duplicates of such work products and records for private or other purposes.

During the employment and after its termination, the Employee may neither communicate to third parties nor make use of any confidential information which he learns of at his work for the Company. Confidential information shall comprise anything, which at the relevant point in time was not already demonstrably known to the public, particularly information about any kind of know-how (e.g., inventions, developments, data collections, procedures and concepts, business relationships) which is relevant for the Company or for persons who stand in relation or cooperate with the Company.

13. Return of Property

Upon notice of termination of the employment, and in no case later than at the date on which the employment is terminated, the Employee shall return to the Company all property of the Company that is in his possession or control, including without limitation, all computer files and other information containing confidential information, and all mailing lists, reports, files, memoranda, records, computer hardware, software, mobile phones, credit cards, door and file keys, computer access codes or disks and instructional manuals, and other physical or personal property which he received or prepared or helped prepare in connection with his employment with the Company. The Employee further agrees that he will not make, retain or furnish to any other person or entity any copies, duplicates, reproductions or excerpts thereof.

The items mentioned above or products of work may not be copied or duplicated for private or other purposes.

14. Non-Competition Covenant

The Employee shall, during the employment and for a period of 1 year following its termination, refrain from engaging in any direct or indirect competing activity of the Company within the territory of Europe & Middle East and in the field of the production and distribution of fruit, fresh produce or fruit- or produce-based products, or any company affiliated with any company in which the Company has an equity or similar interest.

In particular, the Employee agrees that he will not:

Employment Contract between Brian W. Kocher and CBIS 7 | 10

- directly or indirectly engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, or control of any business whose products or activities compete in whole or in part with the products or activities of the Company or any of its affiliates; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) 5 percent of any class of securities of any publicly traded corporation or other publicly traded entity (but without otherwise participating in the activities of such corporations or entities);

- be employed by or render services or advise to such a business;

- directly or indirectly form or acquire such a business;

- solicit, interfere with or endeavor to entice away from the Company any person who is employed by the Company.

In case of a breach of this undertaking, the Employee shall pay to the Company liquidated damages in an amount equaling the employee’s prior annual salary according to Section 5.1 per case and event. In addition, the Employee shall have to compensate the Company for any further damages and financial losses directly arising out of or relating to such breach. The Company may request the Employee to cease such breach and may seek court orders, including interim orders, prohibiting such breaches.

15. Pension Fund

The pension fund and the Employee’s contributions thereto are according to the applicable regulations of the Company’s pension fund institution.

16. Data Protection

The Employee agrees that the Company may forward the Employee’s data for processing to its affiliated companies in Switzerland and abroad.

17. Termination

Either party may terminate the employment by giving three months written notice at the end of a calendar month.

Employment Contract between Brian W. Kocher and CBIS 8 | 10

After termination of the employment without cause (i.e. no termination pour justes motifs), the Employee shall remain eligible for severance benefits under the CBI Executive Officer Severance Pay Plan as modified from time to time.

18. Amendments and Waivers

Subject to the following paragraph, this Agreement may only be modified or amended by a document signed by the parties. Any provision contained in this Agreement may only be waived by a document signed by the party waiving such provision.

The Company reserves the right to change or amend the Documents. Unless the Employee objects in writing to such changes within 10 days after having received the changes, the Employee is deemed to have accepted the changes

19. Entire Agreement

This Agreement, including the Documents and any other documents referred to herein, constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the parties relating hereto.

20. Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland.

Employment Contract between Brian W. Kocher and CBIS 9 | 10

This Agreement has been executed in 2 (two) originals.

For the Company:
/s/ James Thompson
James Thompson
Date:	August 18, 2010

Employment Contract between Brian W. Kocher and CBIS 10 | 10

The Employee:
/s/ Brian W. Kocher
Brian W. Kocher
Date:	August 18, 2010

Appendix 1 to the Employment Contract between Brian W. Kocher and CBIS 1 | 1

Appendix 1: Description of Function

[*]

Appendix 2 to the Employment Contract between Brian W. Kocher and CBIS 1 | 1

Appendix 2: Compensation and Expenses

Component	Amount/ Inclusion	Comments
Base Salary	$420,000
Bonus Target %	70%
Housing Allowance	CHF 177,900	CHF 168,000 for rent and CHF 9,900 for utilities. This is the maximum amount the Company will provide. If actual costs are lower, the allowance will be reduced.
Housing Norm	($27,704)	This is deducted from your pay as your contribution to the cost of housing. It is a hypothetical amount you would spend in the US and does not represent current housing purchase or rental costs in a particular area.
Tax Equalization	Yes
Relocation	Yes	Full relocation
Education	Yes	100% of eligible expenses for primary and secondary school.
Vehicle	Yes	One for employee only
Cross Cultural Training	Yes	You and family
Language Training	Yes	You and spouse
Benefits	Yes	Continued coverage under US programs, ChiquitaFlex, 401(k) and CAP

This Appendix forms an integral part of the employment agreement between Brian W. Kocher and the Company.

EX-10.13

Exhibit 10.13

Separation and Severance Agreement

by and between

Chiquita Brands International Sàrl

(the Company)

and

Michel Loeb

(the Employee)

- 1 -

Whereas

A. The Company and the Employee have entered into an employment agreement (the Employment Agreement), effective as from the 24^th day of October 2008.

B. The Company and the Employee wish to terminate the Employment Agreement by mutual consent, subject to the terms and conditions set forth herein.

Now, therefore, the parties hereto enter into the following agreement (the Agreement):

1. Separation

The Employee’s employment with the Company shall terminate with effect as of May 31, 2011, 24.00 (the Separation Date). The Employee shall be released from his obligation to work effective as of the Separation Date. Notwithstanding the foregoing, the Company may assign the Employee to a role or job responsibilities other than in his current position prior to the Separation Date at its discretion, and intends to appoint Employee to the position of Senior Vice President, Special Assignments as of January 1, 2011

2. Entitlement for Salary and Fringe Benefits

The Company will pay to the Employee his monthly salary and fringe benefits, such as participation to the health insurance premiums, representation allowance, use of fuel card, payment of cell phone/blackberry invoices, up to the Separation Date.

3. Indemnity for Tax Filings

The Company will pay a net amount of up to and not exceeding CHF 15,000 (fifteen thousand) as participation in the Employee’s tax filing costs for the years 2010 and 2011. The service provider shall make out and issue its statements to the Company for reimbursement. Statements issued after June 30, 2012 shall not be paid by the Company, but shall be payable by the Employee.

4. Outplacement

The Company will provide the Employee with outplacement services for a value of CHF 20,000 (twenty thousand), at any time from January 1^st, 2011. The service provider shall make out and issue its statements to the Company for reimbursement. Statements issued after January 31, 2012 shall not be paid by the Company, but shall be payable by the Employee.

- 2 -

5. Entitlements for Vacation and Overtime

Any entitlement for vacation and overtime work shall be fully discharged by execution and delivery of the release pursuant to article 11 hereof and the payment of Compensation pursuant to article 3 of this Agreement.

6. Compensation

In consideration of the Employee executing and performing this Agreement and in full discharge of any claims and rights of the Employee against the Company, whether actual or potential, whether present or future, the Company will pay to the Employee CHF 1,005,301 (one million five thousand three hundred one) gross, such amount having been determined by application of the Chiquita Brands International, Inc. Executive Officer Severance Pay Plan as mentioned in Article 21 §2 of the Employment Agreement (the Severance Plan). For purposes of clarity, Employee will be entitled to receive payment under the Chiquita Brands International, Inc. 2008-2010 Long Term Incentive Program, if any, according to its terms, but shall not be entitled to any payment under or based upon the 2009-2011 or 2010-2012 Long Term Incentive Programs.

All applicable deductions that the Company is required to make, such as social security contributions, will be withheld from the Compensation. The Compensation will be paid in accordance with Article 9 hereof.

7. Chiquita Stock and Incentive and Management Incentive Plans

For the avoidance of doubt, it is hereby explicitly confirmed that the terms of the Chiquita Stock and Incentive Plan (the “Stock Plan”) and any grants thereunder shall not be amended by this Agreement. Grants made pursuant to the Stock Plan will be forfeited according to the terms of the Stock Plan and any agreements associated therewith, provided, however, that Employee will receive one additional year of vesting for purposes of prior grants of restricted stock units.

For purposes of clarity, it is expressly understood and agreed that the Employee shall not be entitled to receipt of any payments or benefits under either the Stock Plan or the Management Incentive Plan (MIP) other than as expressly provided by the terms of such plans, and that the pro rata MIP payment to which Employee may have been entitled for service in 2011 has been included in the Compensation described in Article 3 hereof, and is not otherwise payable.

8. Special Covenants

The provisions of Article 18 (Confidential Information), Article 23 (Unfair Competition), Article 24 (Non-Solicitation) and Article 25 (Special Non-Competition) of the Employment

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Agreement shall not be amended or set aside by this Agreement and shall remain in full force and effect as set forth in the Employment Agreement.

9. Secrecy

For the purpose of clarity with respect to Article 18 of the Employment Agreement, the Employee covenants, with respect to any business matter into which he gained an insight during his employment, to refrain from disclosing to third parties any confidential information, knowledge or documentation relating to transactions, organizational or business matters, production processes, products, developments, research or know-how of the Company or its parent companies, subsidiaries or affiliated companies, or the divisions, joint ventures, insurers, attorneys, benefit plans, plan administrators, successors and assigns, directors, officers, employees, representatives and agents or the representatives of any of them as well as all otherwise affiliated or related entities or persons (each an Affiliate, collectively the Affiliates), and from providing third parties with the possibility of obtaining such confidential information and from making use of it, for an indefinite period of time.

In addition, the Employee shall maintain secrecy about all proprietary or confidential information with which he is or has been entrusted in connection with his work, including, without limitation, with respect to the Company, its past, current or prospective customers, vendors or other relevant third-parties (the “Confidential Information”), and such Confidential Information shall remain the property of the Company.

The Employee undertakes not to make or participate in any publications having a direct connection of any kind with his activities for, or the organization of, the Company or any Affiliate, without having obtained the prior written authorization of the Company.

10. Return of Property

The Employee agrees to return to the Company no later than the Separation Date, all property of the Company that is in his possession or control, including without limitation, all computer files and other information containing Confidential Information, and all mailing lists, reports, files, memoranda, records, computer hardware, software, mobile phones, credit cards, door and file keys, computer access codes or discs and instructional manuals, and other physical or personal property which he received or prepared or helped prepare in connection with his employment with the Company. The Employee further agrees that he will not make, retain or furnish to any other person or entity any copies, duplicates, reproductions or excerpts thereof.

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11. Company Car, Cell Phone, Blackberry and Housing Allowance

The Employee shall retain a right to use of a company car, fuel card, cell phone and blackberry through the Separation Date as set forth in this Agreement. The Employee will be allowed afterwards to keep his cell phone number.

The Company agrees to forgive and to otherwise waive any rights it may otherwise have had to collect reimbursement of any housing allowance paid to Employee under the Employment Agreement.

12. Payment

Subject to receipt by the Employer of a waiver and release in the form attached hereto as Annex 1 duly executed by the Employee, the net Compensation shall be paid to the account of the Employee in a lump sum not later than 30 days from the date on which the executed waiver and release has been received by the Company.

The Employee shall execute and deliver such waiver and release not earlier than one month and one day after the Separation Date.

13. Cooperation

Employee will fully cooperate and assist the Company in transition planning and transition support through the Separation Date as requested by the Company, including orientation of Company personnel and with Company customers, vendors and other relevant third-parties.

Through and subsequent to the Separation Date, Employee will fully cooperate and assist the Company in any litigation matters or agency proceedings for which Employee’s testimony or cooperation is requested, provided that Employee is compensated for any reasonable and necessary expenses incurred or actual income lost as a result of his cooperation and assistance.

14. Release

Subject to the fulfilment in full of the obligations as set forth in this Agreement, including, but not limited to, the obligations referred to in Article 5 of this Agreement, the parties irrevocably and unconditionally release and acquit each other and their respective Affiliates from any and all obligations or claims, whether known or unknown, actual or contingent.

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15. Insurance

The Employee is hereby informed that the mandatory accident insurance coverage provided by the Company will cease thirty (30) days after the Separation Date and that after this period he has to provide his own accident insurance. Within thirty (30) days from the Separation Date, the Employee may, at his own expense, request an extension of such coverage for a maximum of one hundred eighty (180) days after the Separation Date. In any event, the Employee must inform his health insurance company about the termination of his employment.

16. Amendments and Waivers

This Agreement may only be modified or amended by a written document signed by each of the parties. Any provision contained in this Agreement may only be waived by a document signed by the party waiving such provision.

17. Performance

To the extent that any provision of this Agreement requires the performance of any parent or affiliate of the Company, the Company shall be responsible to secure such performance, the failure of which shall constitute breach hereof.

18. Governing Law | Jurisdiction

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland.

Subject to any mandatory provisions of the Federal Statute on Jurisdiction, the competent courts of the Canton of Vaud shall have exclusive jurisdiction over any dispute arising out of, or in connection with, this Termination Agreement.

This Agreement constitutes the whole agreement between the Employee and the Company with respect to the subject matter hereof, and replaces any prior agreement, arrangement or correspondence on the subject matter of this Agreement with the Company or any of its Affiliates.

A provision of this Agreement that is determined to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability and without invalidating the remaining provisions hereof.

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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This Agreement has been executed in 2 (two) originals, either of which shall constitute a valid original.

For the Company:	The Employee:
/s/ James E. Thompson	/s/ Michel Loeb
James E. Thompson	Michel Loeb
Place  |  Date: 21 October 2010	Place  |  Date: Rolle, 21 October 2010

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General Release

by

Michel Loeb, [Address]

WHEREAS, I have been employed by Chiquita Brands International Sàrl (the Company) since 24 October 2008; and

WHEREAS, after due and considerate negotiations the Company and I have entered into a Separation and Severance Agreement with respect to my employment by the Company (the Agreement)

NOW, THEREFORE,

In consideration of the covenants undertaken by the Company in the Agreement, and except for those obligations created by, arising out of or referred to in the Agreement, I knowingly and voluntarily release and forever discharge the Company and any present or former Affiliate (as defined in the Agreement), of and from any and all claims, known and unknown, I have or may have against the Company or any Affiliate arising out of or in connection with my employment relationship with the Company.

Place, date:

By:
	Michel Loeb

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EX-10.14

Exhibit 10.14

FIRST AMENDMENT TO THE

CHIQUITA BRANDS INTERNATIONAL, INC.

CAPITAL ACCUMULATION PLAN

THESE AMENDMENTS of the Chiquita Brands International, Inc. Capital Accumulation Plan (the “Plan”), are effective on January 1, 2009 (the “Effective Date”), except as specifically provided otherwise;

WHEREAS, Chiquita Brands International, Inc. (the “Company”) established and maintains the Plan, as amended and restated effective as of January 1, 2005;

WHEREAS, on account of economic conditions, the Company properly amended the Plan in 2008 to provide that for the Plan Year beginning January 1, 2009, Basic Match Contributions would be determined by the Company in its sole discretion, with such Basic Match Contributions, if any, to be allocated to the Basic Match Contribution Accounts of eligible Participants no later than the March 31 following the end of such Plan Year, and the Company properly notified Participants prior to January 1, 2009 of the foregoing amendments (the documents reflecting the foregoing amendments are referred to as the “2008 Amendments”);

WHEREAS, effective for Plan Years beginning on or after January 1, 2010, the Company wishes to reinstate Basic Match Contributions as determined under the formula described in Section 7(B)(i) the Plan;

WHEREAS, effective for Plan Years beginning on or after January 1, 2010, the Company wishes to credit such Basic Match Contributions to the Basic Match Contribution Accounts of eligible Participants after the last day of the applicable Plan Year, but no later than the March 31 following such Plan Year; and

WHEREAS, it is now desirable to modify the language of the Plan document to reflect the 2008 Amendments, as well as the above-described amendments that are effective January 1, 2010.

RESOLVED, that the Plan is hereby amended in the following particulars:

1. By substituting the following for the definition of “Basic Match Contribution”, as provided in Section 2 of the Plan:

“‘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) and Section 7(C).”

2. By substituting the following for the definition of “Basic Match Contribution Account”, as provided in Section 2 of the Plan:

“‘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) and Section 7(C), as adjusted by earnings or losses thereon in accordance with the provisions of Section 6.”

3. By substituting the following for the definition of “Deemed Participation Match Contribution”, as provided in Section 2 of the Plan:

“‘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(F).”

4. By substituting the following for the definition of “Deemed Participation Match Contribution Account”, as provided in Section 2 of the Plan:

“‘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(F).”

5. By substituting the following for the definition of “Incremental Match Contribution”, as provided in Section 2 of the Plan:

“‘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(D).”

6. By substituting the following for the definition of “Incremental Match Contribution Account”, as provided in Section 2 of the Plan:

“‘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(D), as adjusted by earnings or losses thereon in accordance with the provisions of Section 6.”

7. By substituting the following for the definition of “Savings Plan Restoration Match Contribution”, as provided in Section 2 of the Plan:

“‘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(E).”

8. By substituting the following for the definition of “Savings Plan Restoration Match Contribution Account”, as provided in Section 2 of the Plan

“‘Savings Plan Restoration Match Contribution Account’ shall mean the account maintained for a Participant reflecting the Savings Plan Restoration Match Contribution

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allocated to such Participant pursuant to Section 7(E), as adjusted by earnings or losses thereon in accordance with the provisions of Section 6.”

9. By substituting the following for Section 6(C) 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(F).”

10. By substituting the following for the first paragraph of Section 6(D)(i) of the Plan:

“(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(F). 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:”

11. By substituting the following for the first paragraph of Section 7(B) of the Plan:

“B. Basic Match Contributions. For each Plan Year other than the Plan Year beginning January 1, 2009, each Participant shall receive allocations to his Basic Match Contribution Account for such Plan Year in accordance with paragraphs (i)(a) and (b) below:”

12. By adding the following as the last sentence of Section 7(B)(ii) of the Plan:

“Notwithstanding the foregoing, the Basic Match Contribution for each Plan Year beginning on or after January 1, 2010 shall be credited to the Participant’s Basic Match Contribution Account not later than the March 31 next following the end of the year for which the contribution is made; provided, however, that in the event that the Participant incurs a termination of employment prior to the date that all accrued Basic Match Contributions are credited to his Basic Match Contribution Account, all such outstanding Basic Match Contributions shall be credited to his Basic Match Contribution Account as soon as practicable but not more than 60 days after the issuance of his final paycheck.”

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13. By renumbering the current Sections 7(C), (D), and (E) as Sections 7(D), (E), and (F), respectively, and by adding the following new Section 7(C) immediately following Section 7(B):

“C. 2009 Basic Match Contributions. For the Plan Year beginning January 1, 2009, each Participant shall receive an allocation to his Basic Match Contribution Account in accordance with the following:

(i) Allocation of Basic Match Contribution. Each Participant shall receive an allocation to his Basic Match Contribution Account in accordance with a formula determined by the Company in its sole discretion, with such determination to be made not later than March 31, 2010, or such earlier date as may be established by the Company.

(ii) Time of Allocation. The Basic Match Contribution, if any, shall be credited to the Participant’s Basic Match Contribution Account not later than March 31, 2010.

(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 ($50,000.00).”

IN WITNESS WHEREOF, the Company has executed this First Amendment and otherwise ratifies and approves the Plan in all other respects on the date and year first above written.

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/ Dennis Hicks
Its:	Secretary, Employee Benefits Committee

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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 the 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: November 2, 2010

/s/ Fernando Aguirre

Title: Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Michael B. Sims, 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 the 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: November 2, 2010

/s/ Michael B. Sims

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 September 30, 2010 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: November 2, 2010

/s/ Fernando Aguirre

Name: Fernando Aguirre

Title: Chief Executive Officer

Dated: November 2, 2010

/s/ Michael B. Sims

Name: Michael B. Sims

Title: Chief Financial Officer