Chiquita Brands International, Inc. (Form: 8-K)

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) among CHIQUITA BRANDS L.L.C., a Delaware limited liability company (the “Borrower”), CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (“Holdings”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

(1) WHEREAS, the Borrower, Holdings, the Lenders and the Administrative Agent have entered into a Credit Agreement dated as of June 28, 2005 (such Credit Agreement, as amended, supplemented or otherwise modified up to but not including the date hereof, the “Credit Agreement”; capitalized terms not otherwise defined in this Amendment being used with the same meanings as specified in the Credit Agreement);

(2) WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as described below; and

(3) WHEREAS, the Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement as set forth below.

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

SECTION 1. Amendments to the Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as follows:

(a) The definition of “Term Pricing Grid” in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:


Term Pricing Grid (rates are expressed in basis points (bps) per annum)



Tier	Consolidated Leverage Ratio	Applicable Margin for LIBOR Loans under the Term Facilities (bps)		Applicable Margin for Base Rate Loans under the Term Facilities (bps)


1	< 3.50		200		100


2	> 3.50		225		125

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

(b) Section 2.06(b) of the Credit Agreement is hereby amended by adding a new subclause (iii) at the end thereof to read in full as follows:

“(iii) Anything contained in this Section 2.06 to the contrary notwithstanding, any prepayment of Term B Loans or Term C Loans, as applicable, pursuant to this Section 2.06(b) prior to November 18, 2006 with the proceeds of a substantially concurrent incurrence of additional Term B Loans (or other loans having substantially similar terms as the Term B Loans) or additional Term C Loans (or other loans having substantially similar terms as the Term C Loans), as applicable, under this Agreement, shall be accompanied by a prepayment premium equal to 1.00% of the aggregate principal amount of such prepayment if, immediately prior to such prepayment, the Applicable Margin in effect with respect to the Term B Loans or the Term C Loans, as applicable, exceeds the Applicable Margin in effect with respect to such additional Term B Loans or additional Term C Loans (or, in either case, such substantially similar loans), as the case may be.”

SECTION 2. Conditions of Effectiveness. Section 1 of this Amendment shall become effective as of the date first written above when (i) the Administrative Agent shall have received counterparts of (A) this Amendment executed by the Borrower, the Required Lenders, all Term B Lenders and all Term C Lenders or, as to any of such Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, (B) the Consent attached hereto executed by each of the Loan Parties (other than the Borrower) and (C) an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent and its counsel, (ii) the Borrower shall have paid all reasonable out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent) incurred in connection with the Credit Documents (including this Amendment) to the extent invoiced, and (iii) no Default shall have occurred and be continuing, or would occur as a result of the transactions contemplated by this Amendment.

SECTION 3. Representations and Warranties of the Borrower. Each of Holdings and the Borrower represents and warrants as follows:

(a) The execution, delivery and performance by it of this Amendment, the execution, delivery and performance of the Consent by the Loan Parties signatory thereto and the performance by each Loan Party of each Credit Document (as amended by the Amendment) to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary actions on the part of such Loan Party, and do not and will not (i) violate any Requirement of Law applicable to such Loan Party, (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any Contractual Obligation of such Loan Party, (iii) result in the creation or imposition of any Lien (or the obligation to create or impose any Lien) upon any property, asset or revenue of such Loan Party (except such Liens as may be created in favor of the Administrative Agent for the benefit of itself and the Lenders pursuant to this Agreement or the other Credit Documents) or (iv) violate any provision of any existing law, rule, regulation, order, writ, injunction or decree of any court or Governmental Authority to which it is subject, except in each case in each of clauses (i), (ii), (iii) and (iv) where such breach or violation could not reasonably be expected to have a Material Adverse Effect.

(b) This Amendment and the Consent attached hereto, when delivered hereunder, will have been duly executed and delivered by each Loan Party that is party thereto. This Amendment and the Consent attached hereto, when so delivered, will constitute a legal, valid and binding obligation of each such Loan Party, enforceable against such Loan Party 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.

SECTION 4. Reference to and Effect on the Credit Agreement, the Notes and the Credit Documents. (a) On and after the date this Amendment shall have become effective in accordance with its terms, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b) The Credit Agreement, the Notes and each of the other Credit Documents, in each case as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each of Holdings and the Borrower hereby (a) confirms and agrees that the pledge and security interest in the Collateral granted by it pursuant to the Security Documents to which it is a party shall continue in full force and effect, and (b) acknowledges and agrees that such pledge and security interest in the Collateral granted by it pursuant to such Security Documents shall continue to secure the Obligations purported to be secured thereby, as amended or otherwise affected hereby.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents.

SECTION 5. Costs, Expenses. The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparation, execution, delivery and any modification of this Amendment and the other instruments and documents to be delivered by any Loan Party hereunder (including, without limitation, the reasonable fees and expenses of external counsel for the Administrative Agent) in accordance with the terms of Section 8.02 of the Credit Agreement.

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 7. Governing Law; Submission to Jurisdiction. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the Borrower and Holdings hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, New York county and the courts of the United States of America located in the Southern District of New York and hereby agrees that any legal action, suit or proceeding arising out of or relating to this Amendment may be brought against them in any such courts.

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

BORROWER:

CHIQUITA BRANDS L.L.C.,
a Delaware limited liability company
By: /s/ Jeffrey M. Zalla

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

HOLDINGS:

CHIQUITA BRANDS INTERNATIONAL, INC.,
a New Jersey corporation
By: /s/ Jeffrey M. Zalla

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

ADMINISTRATIVE AGENT:

Wachovia Bank, N.A.,
as Administrative Agent
By: /s/ Kira Deter

Name: Kira Deter
Title: Officer

Purpose and Effective Date. In order to permit Directors to defer receipt of directors fees payable by the Company, Chiquita Brands International, Inc. (the “Company”) has established the Chiquita Brands International, Inc. Directors Deferred Compensation Program (the “Program”) as set forth herein. Awards of Common Stock made pursuant to the Restricted Stock Award and Unrestricted Stock Award provisions of the Company’s 2002 Stock Option and Incentive Plan (or the corresponding provisions of any successor plan as determined by the Board, hereinafter referred to as the “2002 Plan”) may be deferred under the provisions of this Program, but such awards shall be subject to the terms, conditions and limitations of the 2002 Plan (or, if applicable, the successor plan) including, without limitation, the provisions relating to adjustments to reflect mergers, consolidations, and changes in capitalization of the Company. The Program shall be effective on April 3, 2003, which shall be referred to herein as the “Original Effective Date.” This instrument amends and restates the provisions of the Program effective as of January 1, 2005 (the “Restated Effective Date”).

A Director who is otherwise entitled to receive a retainer or other compensation from the Company in Common Stock (“Stock Compensation”) or cash (“Cash Compensation”) for services provided as a Director may elect to defer delivery of all or a portion of such Stock Compensation or Cash Compensation in accordance with the terms of this Program, subject to the following:

(a)

A Director may elect to defer the receipt of the Director’s Stock Compensation or Cash Compensation by filing with the Company a deferral election with respect to such compensation, subject to the following:

(i)

(A) For the period beginning on the Original Effective Date and ending on December 31, 2004, an election to defer Stock Compensation or Cash Compensation earned for any Program Year shall be filed not later than the 30th day of that Program Year.

(B) For the period beginning on and after the Restated Effective Date, an election to defer Stock Compensation or Cash Compensation earned for any taxable year of the Director (the “Service Year”) shall be filed not later than the close of the Director’s taxable year next preceding the Service Year. Such election shall become irrevocable as of the close of such next preceding Service Year and, thus, the Director may change any such election at any time prior to the time that it becomes irrevocable.

(ii)

Notwithstanding paragraph (i) above, for the Program Year that begins in calendar year 2003, an election to defer Stock Compensation or Cash Compensation earned for such Program Year shall be filed not later than the 30^th day after the date of adoption of the Program by the Board.

(iii)

(A) Notwithstanding paragraph (i) above, for the period beginning on the Original Effective Date and ending on December 31, 2004, if a Director becomes a Director on a date other than the first day of a Program Year, the Director’s election to defer Stock Compensation or Cash Compensation earned for the Program Year which includes the date he or she becomes a Director shall be filed not later than the 30^th day after the date of becoming a Director.

(B) For the period beginning on and after the Restated Effective Date, in the case of the first year in which a Director becomes eligible to participate in the plan (as defined in Prop. Treas. Reg. § 1.409A-1(c)), the Director may make an initial deferral election within 30 days after the date the Director becomes eligible to participate in such plan, with respect to Stock Compensation and Cash Compensation paid for services to be performed subsequent to the election. For Stock Compensation or Cash Compensation that is earned based upon a specified period of service (for example, a quarterly retainer), where a deferral election is made in the first year of eligibility but after the beginning of the specified period of service, such deferral election shall apply only to the portion of such Stock Compensation or Cash Compensation equal to the total amount of such compensation for such specified period of service multiplied by the ratio of the number of days remaining in such period after the election over the total number of days in such period.

(iv)

For the period beginning on the Original Effective Date and ending on December 31, 2004, in no event shall any election to defer Stock Compensation or Cash Compensation be effective except with respect to compensation payable after the date such election is filed.

(b)

All Stock Compensation which the Director elects to defer in accordance with this Section 2 shall be credited to the Director’s Stock Account.

(c)

All Cash Compensation which the Director elects to defer in accordance with this Section 2 shall be credited to either the Director’s Stock Account or the Director’s Cash Account, as elected by the Director.

3.1 Stock Account. A Stock Account shall be maintained on behalf of each Director who elects to have Cash Compensation credited to a Stock Account, or who elects to defer the receipt of Stock Compensation. A Director’s Stock Account shall be subject to the following adjustments:

(a)

For Stock Compensation as to which the Director has elected deferred receipt, the Stock Account will be credited with Stock Units equal to the number of Shares of Common Stock as to which the Director has elected deferred receipt, with such Stock Units to be credited as of the date on which the Shares would otherwise have been delivered to the Director in the absence of the deferral.

(b)

For Cash Compensation as to which the Director has elected to defer receipt to the Stock Account, the Stock Account will be credited with that number of Stock Units determined by dividing the amount of the Cash Compensation that otherwise would have been payable to the Director on a given date by the Fair Market Value of a Share of Common Stock on that date.

(c)

In the event of a stock dividend, a Director’s Stock Account will be credited, on the dividend payment date, with Stock Units equal to the number of Shares of Common Stock that otherwise would be payable with respect to the number of Stock Units credited to the Director’s Stock Account on the record date for that dividend.

(d)

Immediately following any distribution of Shares of Common Stock with respect to a Director’s Stock Account, the Stock Units credited to a Director’s Stock Account shall be reduced by the number of Shares so distributed.

3.2 Cash Account. A Cash Account shall be maintained on behalf of each Director who elects to defer either Stock Compensation or Cash Compensation pursuant to this Program. A Director’s Cash Account shall be subject to the following adjustments:

(a)

For Cash Compensation as to which the Director has elected to be credited to the Cash Account as of any date, the Director’s Cash Account will be credited with the amount of such Cash Compensation otherwise payable as of that date.

(b)

As of each dividend payment date for the Common Stock, the Director’s Cash Account shall be credited with an amount equal to the cash dividend that would be payable with respect to the number of Shares of Common Stock equal to the number of Stock Units credited to the Director’s Stock Account on the record date for that dividend.

(c)

A Director’s Cash Account shall be credited with interest on the last day of each calendar quarter of the deferral period at the applicable rate of interest for the preceding quarterly period. The applicable rate of interest for any quarterly period shall be the Three-Month London Inter-Bank Offer Rate (“LIBOR”) as published in the Wall Street Journal on the first business day of such quarterly period. If a distribution under this Program occurs within such a quarterly period, immediately prior to that distribution the Director’s Cash Account shall be credited with interest through the distribution date at such LIBOR rate, as so published on the first business day of such quarterly period.

(d)

Immediately following any distribution with respect to a Director’s Cash Account, the balance credited to the Director’s Cash Account shall be reduced by the amount of such distribution.

3.3 Statement of Accounts. The Company shall provide each Director having one or more Accounts under the Program with a statement at least annually of the transactions in the Director’s Accounts and the Director’s Account balances.

4.1 Time of Distribution. Subject to the terms of this Section 4, a Director shall elect, with respect to amounts credited to the Director’s Stock Account and with respect to amounts credited to the Director’s Cash Account, the date of distribution of the amounts credited to such Accounts, subject to the following:

(a)

Subject to the Subsection (d) below (relating to the multiple payment date timing restrictions):

(i) For the period beginning on the Original Effective Date and ending on December 31, 2004, a Director’s distribution election with respect to the Director’s Stock Account is due not later than 30 days after the deadline for filing the Director’s deferral election with respect to the initial amounts to be deferred into such Stock Account, and a Director’s distribution election with respect to the Director’s Cash Account is due not later than 30 days after the deadline for filing the Director’s deferral election with respect to the initial amounts to be deferred into such Cash Account.

(ii) Except as otherwise provided in paragraph (iii) below, for the period beginning on and after the Restated Effective Date, a Director’s distribution election with respect to each of the Director’s Stock Account and Cash Account is due not later than the date on which the initial deferral election is made in accordance with Section 2(a)(iii)(B) above.

(iii) During the period beginning on the Restated Effective Date and ending on December 31, 2006, a Director may revoke a distribution election previously made and make a new irrevocable distribution election with respect to each of the Director’s Stock Account and Cash Account, including Stock Units and amounts credited both before the date such election becomes effective and after such date. Any new distribution election shall be disregarded if such election is made during 2006 and it affects payments that the Director would otherwise receive in 2006 or cause payments to be made in 2006.

(b)

(i) For the period beginning on the Original Effective Date and ending on December 31, 2004, distribution with respect to the Stock Account and with respect to the Cash Account shall be made in lump sums as soon as administratively practicable after the distribution date.

(ii) For the period beginning on and after the Restated Effective Date, distribution with respect to the Stock Account and with respect to the Cash Account shall be made in lump sums on the distribution date, except as follows: (x) payment may be made at within the same calendar year or, if later, by the 15th day of the third calendar month following the distribution date; (y) if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Director (or the Director’s estate), the payment may be made during the first calendar year in which the payment is administratively practicable, and (z) if the funds of the Company are not sufficient to make the payment on the distribution date without jeopardizing the solvency of the Company, the payment may be made during the first calendar year in which the funds of the Company are sufficient to make the payment without jeopardizing the solvency of the Company.

(c)

A Director may elect only a single date for distribution with respect to the balance in the Director’s Stock Account and only a single date for distribution with respect to the balance in the Director’s Cash Account. A Director may elect different dates of distribution with respect to each of the Director’s Stock Account and the Cash Account.

(d)

(i) For the period beginning on the Original Effective Date and ending on December 31, 2004, no distribution date elected by a Director may be earlier than the date the individual ceases to be a Director or later than the first anniversary of the date the individual ceases to be a Director.

(ii) For the period beginning on and after the Restated Effective Date, the “distribution date” shall be the date elected by the Director provided that it is a date no earlier than the date the Director has a separation from service (as defined in Prop. Treas. Reg. § 1.409A-1(h)) (for example, the individual ceasing to be a Director and not performing any services for the Company or any of its subsidiaries or affiliates as either a Director, an independent contractor or an employee) or later than the first anniversary thereof.

(iii) For the period beginning on and after the Restated Effective Date, in the event a Director fails to make a timely and proper distribution election in accordance with this Section 4.1, the “distribution date” for such Director shall be the first day of the second month immediately following the date the Director has a separation from service (as defined in Prop. Treas. Reg. § 1.409A-1(h)).

4.2 Distribution of Cash Account. At the time of distribution with respect to the Cash Account, the Director shall receive, in cash, the amount then credited to the Director’s Cash Account as of the date of distribution.

4.3 Distribution of Stock Account. At the time of distribution with respect to the Stock Account, the Director shall receive a distribution of Shares of Common Stock equal to the number of Stock Units credited to the Director’s Stock Account immediately prior to such distribution (with any fractional Unit settled in cash at its then Fair Market Value). If the date of distribution occurs after a dividend record date but before the payment of the dividend, the dividend shall be distributed to the Director, in cash or Shares depending on the form of the dividend, as soon as practicable after it has been paid.

4.4 Required Delay in Distribution to a Specified Employee. Notwithstanding the foregoing, in the case of a Director who is a specified employee (as defined in Prop. Treas. Reg. § 1.409A-1(i)) any distribution to which such Director would otherwise be entitled during the first six months following such Director’s date of separation from service shall be paid on the first date of the seventh month following the date of his or her separation from service (or, if earlier, the date of the Director’s death).

5.1 Liability for Benefit Distributions. Subject to the provisions of this Section 5, the Company shall be liable for distribution of benefits under the Program.

5.2 No Guarantee. Neither a Director nor any other person shall, by reason of the Program, acquire any right in or title to any assets, funds or property of the Company whatsoever, including, without limitation, any specific funds, assets, or other property which the Company, in its sole discretion, may set aside in anticipation of a liability under the Program. A Director shall have only a contractual right to the amounts, if any, payable under the Program, unsecured by any assets of the Company. Nothing contained in the Program shall constitute a guarantee by the Company that the assets of the Company shall be sufficient to distribute any benefits to any person.

6.1 Benefits May Not Be Assigned. The interests of a Director under the Program are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Director or the Director’s beneficiary. The Director’s rights under the Program are not transferable other than as designated by the Director in accordance with Section 6.3 below.

6.2 Limitation of Rights. Participation in the Program will not give any Director the right to remain a member of the Board, nor any right or claim to any benefit under the Program, unless such right or claim has specifically accrued under the terms of the Program. Except as otherwise provided in the Program, no allocation under a Director’s Account shall confer upon the Director any rights as a shareholder of the Company, including voting rights, prior to the date on which the Director receives a distribution in Shares from his/her Stock Account.

6.3 Heirs and Successors. The Program shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any benefits deliverable to a Director under the Program have not been delivered at the time of the Director’s death, such benefits shall be delivered to the Designated Beneficiary in accordance with the provisions of the Program. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by a Director in a writing filed with the Board in such form and at such time as the Board shall require. If a deceased Director failed to designate a beneficiary prior to his/her death, or if the Designated Beneficiary does not survive the Director, any benefits distributable to the Director shall be distributed to the legal representative of the estate of the Director. If a Director designates a beneficiary and the Designated Beneficiary survives the Director, but dies before the complete distribution of benefits to the Designated Beneficiary under the Program, then any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

6.4 Applicable Laws. Except to the extent that not preempted by the laws of the United States of America, the Program shall be construed and administered with the laws of the state of Ohio.

6.5 Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

6.6 Evidence. Evidence required of anyone under the Program may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

6.7 Compliance with Section 409A. All amounts to be paid under this Program are intended to comply with the requirements of Section 409A of the Internal Revenue Code (the “Code”), even though amounts earned and vested before the Restated Effective Date under the provisions of the original Program instrument (and earnings thereon) could be exempted from the requirements of Code Section 409A. This Plan shall be interpreted, operated and administered in a manner consistent with these intentions and no otherwise permissible election, deferral, accrual or distribution shall be made or given effect under this Program if it would result in early taxation or the assessment of penalties or interest of an amount under Code Section 409A.

7.1 Administration. The authority to control and manage the operation and administration of the Program shall be vested in the Board in accordance with this Section 7.

7.2 Powers of Board. The Board’s administration of the Program shall be subject to the following:

(a)

The Board will have the authority and discretion to interpret the Program, to establish, amend, and rescind any rules and regulations relating to the Program, and to make all other determinations that may be necessary or advisable for the administration of the Program.

(b)

Any interpretation of the Program by the Board and any decision made by it under the Program is final and binding on all persons.

7.3 Delegation by Board. Except to the extent prohibited by applicable law, the Board may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Board at any time.

The Board may, at any time, amend or terminate the Program, subject to the following:

(a)

Subject to paragraphs (b), (c) and (d) below, no amendment or termination of the Program may materially adversely affect the rights of any Director or beneficiary under the Program with respect to amounts credited to the Director’s Stock Account or Cash Account prior to the date on which such amendment or termination is adopted by the Board.

(b)

For the period beginning on the Original Effective Date and ending on December 31, 2004, the Board may revoke the right to defer Stock Compensation or Cash Compensation under the Program with respect to amounts not credited to the Director’s Stock Account or Cash Account as of (or after) the date such amendment or termination providing for such revocation is adopted by the Board.

(c)

For the period beginning on the Original Effective Date and ending on December 31, 2004, the Program may not be amended to delay the date on which Common Stock or cash is otherwise distributable under the Program without the consent of each affected Director, nor may the Board amend the Program to accelerate the date on which Common Stock or cash are otherwise payable under the Program; provided, however, that any such amendment (and any termination of the Program having the effect of such acceleration) shall be effective only if the acceleration results in payment of a lump sum of all benefits for all Directors under the Program at substantially the same time.

(d)

For the period beginning on and after the Restated Effective Date, no amendment to this Program (including an amendment terminating the Program) shall result in an acceleration of the time of any distributions or the amount scheduled to be paid under this Program in violation of Code Section 409A and, in the event the Program is terminated, the time of any distributions or the amount scheduled to be paid under the Program shall be made in accordance with the provisions of the Program in effect immediately prior to such termination, except that the time of any distributions or the amount scheduled to be paid shall be accelerated where the right to the payment arises due to a termination of the Program by the Board in accordance with a permitted acceleration event as set forth in Prop. Treas. Reg. § 1.409-3(h)(2)(viii) (relating to the termination of the Program on account of a corporate dissolution or bankruptcy, a change in control event, the termination of all similar arrangements, or the occurrence of such other events and conditions as the Commissioner of the Internal Revenue Service may prescribe).

Except as otherwise specifically provided herein, or unless the context clearly implies or indicates the contrary, a word, term or phrase used in the Program with initial capital letters shall have the same meaning as when such word, term or phrase is used in the 2002 Plan. In addition to the other definitions contained herein and in the 2002 Plan, the following definitions shall apply:

(a)

Director. The term “Director” means any person serving on the Board of Directors of the Company who is not an employee of the Company or any Subsidiary.

(b)

Program Year. The term “Program Year” means the calendar year, January 1 through December 31. However, the first Program Year shall begin on the Original Effective Date and end on December 31 of that calendar year.

CHIQUITA BRANDS INTERNATIONAL, INC.2002 STOCK OPTION AND INCENTIVE PLANRESTRICTED STOCK AWARD AND
AGREEMENT

Congratulations! You have been awarded a restricted stock award under [the Long-Term Incentive Program (the “LTIP”) of]
the Amended and Restated Chiquita 2002 Stock Option and Incentive Plan (the “Plan”). GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock, par value $.01 per share (“Shares”), subject to the forfeiture provisions and other terms of this Agreement. The Shares will be issued at no cost to you on the Vesting Date[s] set forth below, provided that you are employed by the Company or any of its subsidiaries on the [applicable] Vesting Date. Please read this Agreement carefully and return one copy as requested below. Unless otherwise provided in this Agreement, capitalized terms have the meanings specified in the Plan.

VESTING: [All of the Shares will vest (become deliverable) on [date]] or [The Shares will vest (become deliverable) between the Grant Date and [last vesting date] with [% or number of shares] vesting on [dates]] or, if earlier, upon a Change of Control of the Company (the “Vesting Date”); subject, however, to the forfeiture provisions set forth below. Notwithstanding the foregoing, you may elect, by filing a written election with the Company prior to the date of a Change of Control, to waive all or a portion of your rights to vest in this award by reason of the Change of Control. If your employment terminates because of your death, Disability or Retirement, all the Shares issuable under this award will vest on your termination of employment. On [the][each] Vesting Date (or promptly thereafter), the Company will deliver to you a certificate representing the Shares which have vested on such date.
NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to [the][any] Vesting Date, you will have no rights as a shareholder of the Company with respect to the Shares to be issued on or after [the][that] Vesting Date.
FORFEITURE OF SHARES: In the event you cease to be employed by the Company, or by any of its subsidiaries for any reason (other than as a result of death, Disability or Retirement) prior to [the] [any] Vesting Date, then, [subject to the terms of the LTIP,] all unvested Shares subject to this award will be forfeited as of the date of your termination of employment and any rights with respect to such forfeited Shares will immediately cease. CONFIDENTIALITY[, NON-COMPETITION]^** AND NON-SOLICITATION: In consideration of your receipt of this award, you agree as follows: (a) 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 benefit of the Company all information, knowledge or data relating to the Company or any of its subsidiaries and their respective businesses which the Company or any of its subsidiaries consider to be proprietary, trade secret or confidential that you obtain or have previously obtained during your employment by the Company or any of its subsidiaries and that is not public knowledge (other than as a result of your violation of this provision) (“Confidential Information”). You will not directly or indirectly use any Confidential Information for any purpose not associated with the activities of the Company or any of its subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any of its subsidiaries to receive it at any time during or after your employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. At any time requested by the Company and immediately upon the termination of your employment, you shall return all copies of all documents and other materials in any form that constitute, contain, refer or relate to any Confidential 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 Subsidiaries, for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage or invest or participate in any business or activity conducted by any company listed in Exhibit A, or any subsidiary or affiliate of such company (the “Competing Businesses”), whether as an employee, officer, director, partner, joint venturer , consultant, 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.]^**

[(b)][(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 (i) any person or entity which has a business relationship with the Company or any of its subsidiaries to direct or transfer away any business, patronage or source of supply from the Company or any of its subsidiaries or (ii) any person to leave the employment of the Company or any of its subsidiaries (other than persons employed in a clerical, non-professional or non-management position).
[(c)][(d)] You understand and agree that the restrictions set forth above, including, without limitation, the duration and the business scope of such restrictions, are reasonable and necessary to protect the legal interests of the Company. You further agree that the Company will be entitled to seek injunctive relief in the event of any actual or threatened breach of such restrictions, 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. 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 and performed therein. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted only to the extent necessary to make the remaining provisions of this Agreement enforceable. TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award and the issuance of the Shares upon any vesting of this award. The Company has the right to withhold all applicable taxes due upon the vesting of this award (by payroll deduction or otherwise) from the proceeds of this award or from future earnings (including salary, bonus or any other payments.) In advance of [the][each] Vesting Date you may elect to pay the withholding amounts due by surrendering to the Company a number of the Shares otherwise deliverable on that Vesting Date that have a fair market value on that Vesting Date equal to the amount of the payroll withholding taxes due. CONDITIONS: This award is governed by and subject to the terms and conditions of the Plan [and the LTIP], which contains important provisions of this award and forms a part of this Agreement. [A copy][Copies] of the Plan [and the LTIP] [is] [are] being provided to you, along with a summary of the Plan. If there is any conflict between any provision of this Agreement and the Plan, this Agreement will control, unless the provision is not permitted by the Plan, in which case the provision of the Plan will apply. Your rights and obligations under this Agreement are also governed by and are subject to applicable U.S. laws and foreign laws.
AGREEMENT: To acknowledge your agreement to the terms and conditions of this award, please sign and return one copy of this Agreement to the Corporate Secretary’s Office, Attention: Barbara Howland.


CHIQUITA BRANDS INTERNATIONAL, INC.		Complete Grantee Information below:


Kevin Holland, Senior Vice President, Human Resources By:		Home Address (including country)

^**The terms in brackets that are followed by two asterisks apply only to Grantees residing in states other than California, Colorado and Texas.


New Jersey	1-1550	04-1923360
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

250 East Fifth Street, Cincinnati, Ohio		45202
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Chiquita Brands International, Inc.

November 23, 2005	By:	/s/Robert W. Olson

		Name: Robert W. Olson
		Title: Senior Vice President, General Counsel and Secretary


Exhibit No.		Description

10.1		Credit Agmt. - Amend. No. 1
10.2		DDCP
10.3		Form of Restricted Share Agmt.


Date of Report (Date of Earliest Event Reported):		November 17, 2005


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