Chiquita Brands International Inc Sample Contracts

COMPOSITE COPY CURRENT TO MARCH 1, 2002 CREDIT AGREEMENT Dated as of September 22, 1999
Credit Agreement • March 20th, 2002 • Chiquita Brands International Inc • Agricultural production-crops • North Carolina
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and
Indenture • June 23rd, 1999 • Chiquita Brands International Inc • Agricultural production-crops • New York
RECITALS
Pledge Agreement • February 8th, 2000 • Chiquita Brands International Inc • Agricultural production-crops • New York
CHIQUITA BRANDS INTERNATIONAL, INC. ("COMPANY") $200,000,000 10% Senior Notes due 2009
Terms Agreement • June 16th, 1999 • Chiquita Brands International Inc • Agricultural production-crops • New York
ARTICLE I ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES
Warrant Agreement • March 19th, 2002 • Chiquita Brands International Inc • Agricultural production-crops • New Jersey
RECITALS --------
Credit Agreement • February 8th, 2000 • Chiquita Brands International Inc • Agricultural production-crops
BY AND BETWEEN
Stock Purchase Agreement • February 23rd, 2005 • Chiquita Brands International Inc • Agricultural production-crops • Tennessee
ARTICLE I ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES
Warrant Agreement • March 31st, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New Jersey
Exhibit 10-b SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 27, 2003
Credit Agreement • March 31st, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New York
COMPOSITE COPY CURRENT TO MARCH 27, 2003 CREDIT AGREEMENT Dated as of September 22, 1999
Credit Agreement • May 15th, 2003 • Chiquita Brands International Inc • Agricultural production-crops • North Carolina
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 7th, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New York
EXHIBIT 10.1 PURCHASE AGREEMENT
Purchase Agreement • March 7th, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New York
RECITALS
Security Agreement • February 8th, 2000 • Chiquita Brands International Inc • Agricultural production-crops
Chiquita Brands International, Inc. Underwriting Agreement
Underwriting Agreement • February 8th, 2008 • Chiquita Brands International Inc • Agricultural production-crops • New York

Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are acting as representatives (the “Representatives”), an aggregate of $175,000,000 principal amount of its 4.25% Convertible Senior Notes due 2016 (the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters not more than an additional $25,000,000 principal amount of its 4.25% Convertible Senior Notes due 2016 (the “Optional Securities”) if and to the extent that the Underwriters shall have determined to exercise the right to purchase such 4.25% Convertible Senior Notes due 2016 granted to the Underwriters in Section 2 hereof for the sole purpose of covering overallotments. The Firm Securities and the Optional Securities are hereinafter collectively referred to as the

CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED, COÖPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A.,...
Credit Agreement • February 8th, 2013 • Chiquita Brands International Inc • Agricultural production-crops • Illinois

THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of February 5, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as a lead arranger,MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED,as a lead arranger, COÖPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,as a lead arranger and GOLDMAN SACHS BANK USA, as a lead arranger(in such capacity, together with their successors and assigns in such capacity, collectively the "Joint Lead Arrange

Exhibit 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 27, 2003
Credit Agreement • November 13th, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New York
and Trustee INDENTURE
Chiquita Brands International Inc • January 25th, 2002 • Agricultural production-crops • New York
RECITALS
Credit Agreement • August 9th, 1999 • Chiquita Brands International Inc • Agricultural production-crops
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 3rd, 1997 • Chiquita Brands International Inc • Agricultural production-crops • Ohio
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REGISTRATION RIGHTS AGREEMENT Dated June 28, 2005 between CHIQUITA BRANDS INTERNATIONAL, INC. and MORGAN STANLEY & CO. INCORPORATED WACHOVIA CAPITAL MARKETS, LLC GOLDMAN, SACHS & CO. BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC. ABN...
Registration Rights Agreement • July 1st, 2005 • Chiquita Brands International Inc • Agricultural production-crops • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into June 28, 2005, between CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (the “Company”), and MORGAN STANLEY & CO. INCORPORATED, WACHOVIA CAPITAL MARKETS, LLC, GOLDMAN, SACHS & CO., BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC, ABN AMRO INCORPORATED and RABO SECURITIES USA, INC. (the “Placement Agents”).

AGREEMENT AND PLAN OF MERGER among CAVENDISH GLOBAL LIMITED, CAVENDISH ACQUISITION CORPORATION, CHIQUITA BRANDS INTERNATIONAL, INC. and, solely for purposes for ARTICLE IX, BURLINGTOWN UK LTD and ERICHTON INVESTMENTS LTD. Dated as of October 26, 2014
Agreement and Plan of Merger • October 27th, 2014 • Chiquita Brands International Inc • Agricultural production-crops • New York

This AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2014 (this “Agreement”), is made and entered into by and among CAVENDISH GLOBAL LIMITED, an England and Wales company (“Parent”), CAVENDISH ACQUISITION CORPORATION, a New Jersey corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (the “Company”), and, solely for purposes of Article IX, BURLINGTOWN UK LTD and ERICHTON INVESTMENTS LTD. (each, a “Guarantor” and collectively, the “Guarantors”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”

EXHIBIT 10-C
Credit Agreement • March 31st, 1998 • Chiquita Brands International Inc • Agricultural production-crops
SEVERANCE AGREEMENT
Severance Agreement • November 4th, 2014 • Chiquita Brands International Inc • Agricultural production-crops • North Carolina

THIS AGREEMENT, dated as of August 22, 2014 is made by and between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and ______________ (the “Executive”).

and
Chiquita Brands International Inc • March 12th, 2002 • Agricultural production-crops • New York
Exhibit 10.1 CREDIT AGREEMENT Dated as of March 7, 2001
Credit Agreement • March 14th, 2001 • Chiquita Brands International Inc • Agricultural production-crops • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 8th, 2013 • Chiquita Brands International Inc • Agricultural production-crops • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 5, 2013, by and among Chiquita Brands International, Inc., a New Jersey corporation (the “Company”) Chiquita Brands, L.L.C., a Delaware limited liability company (“CBLLC” and, together with the Company, the “Issuers”), the Guarantors party hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) as the representative of the several initial purchasers (the “Initial Purchasers”) listed on Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Issuers’ 7.875% Senior Secured Notes due 2021 (the “Notes”) which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Notes and the Guarantees are collectively referred to herein as the “Securities.”

AMENDED AND RESTATED 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...
Security Agreement • November 7th, 2011 • Chiquita Brands International Inc • Agricultural production-crops • New York

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).

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