COMPOSITE COPY CURRENT TO MARCH 1, 2002 CREDIT AGREEMENT Dated as of September 22, 1999Credit Agreement • March 20th, 2002 • Chiquita Brands International Inc • Agricultural production-crops • North Carolina
Contract Type FiledMarch 20th, 2002 Company Industry Jurisdiction
andIndenture • June 23rd, 1999 • Chiquita Brands International Inc • Agricultural production-crops • New York
Contract Type FiledJune 23rd, 1999 Company Industry Jurisdiction
RECITALSPledge Agreement • February 8th, 2000 • Chiquita Brands International Inc • Agricultural production-crops • New York
Contract Type FiledFebruary 8th, 2000 Company Industry Jurisdiction
CHIQUITA BRANDS INTERNATIONAL, INC. ("COMPANY") $200,000,000 10% Senior Notes due 2009Terms Agreement • June 16th, 1999 • Chiquita Brands International Inc • Agricultural production-crops • New York
Contract Type FiledJune 16th, 1999 Company Industry Jurisdiction
ARTICLE I ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATESWarrant Agreement • March 19th, 2002 • Chiquita Brands International Inc • Agricultural production-crops • New Jersey
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RECITALS --------Credit Agreement • February 8th, 2000 • Chiquita Brands International Inc • Agricultural production-crops
Contract Type FiledFebruary 8th, 2000 Company Industry
BY AND BETWEENStock Purchase Agreement • February 23rd, 2005 • Chiquita Brands International Inc • Agricultural production-crops • Tennessee
Contract Type FiledFebruary 23rd, 2005 Company Industry Jurisdiction
ARTICLE I ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATESWarrant Agreement • March 31st, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New Jersey
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Exhibit 10-b SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 27, 2003Credit Agreement • March 31st, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New York
Contract Type FiledMarch 31st, 2003 Company Industry Jurisdiction
COMPOSITE COPY CURRENT TO MARCH 27, 2003 CREDIT AGREEMENT Dated as of September 22, 1999Credit Agreement • May 15th, 2003 • Chiquita Brands International Inc • Agricultural production-crops • North Carolina
Contract Type FiledMay 15th, 2003 Company Industry Jurisdiction
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New York
Contract Type FiledMarch 7th, 2003 Company Industry Jurisdiction
CHIQUITA BRANDS INTERNATIONAL, INC. and THE FIFTH THIRD BANK, as Trustee -------------------------------------------- FIRST SUPPLEMENTAL INDENTURE Dated as of June 26, 1998 To INDENTURE Dated as of November 30, 1991...Chiquita Brands International Inc • August 13th, 1998 • Agricultural production-crops
Company FiledAugust 13th, 1998 Industry
EXHIBIT 10.1 PURCHASE AGREEMENTPurchase Agreement • March 7th, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New York
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Exhibit 10-I GUARANTY THIS GUARANTY (this "GUARANTY") is made as of March 12, 2001, by Chiquita Brands, Inc., a Delaware corporation ("GUARANTOR"). RECITALS WHEREAS, Guarantor is a wholly-owned subsidiary of Chiquita Brands International, Inc., a New...Chiquita Brands International Inc • April 2nd, 2001 • Agricultural production-crops • Ohio
Company FiledApril 2nd, 2001 Industry Jurisdiction
RECITALSSecurity Agreement • February 8th, 2000 • Chiquita Brands International Inc • Agricultural production-crops
Contract Type FiledFebruary 8th, 2000 Company Industry
Chiquita Brands International, Inc. Underwriting AgreementUnderwriting Agreement • February 8th, 2008 • Chiquita Brands International Inc • Agricultural production-crops • New York
Contract Type FiledFebruary 8th, 2008 Company Industry JurisdictionChiquita 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
Contract Type FiledFebruary 8th, 2013 Company Industry JurisdictionTHIS 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, 2003Credit Agreement • November 13th, 2003 • Chiquita Brands International Inc • Agricultural production-crops • New York
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and Trustee INDENTUREChiquita Brands International Inc • January 25th, 2002 • Agricultural production-crops • New York
Company FiledJanuary 25th, 2002 Industry Jurisdiction
Exhibit 10.1 TERMINATION AND RELEASE AGREEMENT --------------------------------- AGREEMENT (this "Agreement"), dated as of March 25, 2002, by and between CHIQUITA BRANDS INTERNATIONAL, INC. (the "Company"), and STEVEN G. WARSHAW (the "Executive")....Termination and Release Agreement • May 15th, 2002 • Chiquita Brands International Inc • Agricultural production-crops • Ohio
Contract Type FiledMay 15th, 2002 Company Industry Jurisdiction
RECITALSCredit Agreement • August 9th, 1999 • Chiquita Brands International Inc • Agricultural production-crops
Contract Type FiledAugust 9th, 1999 Company Industry
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement 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
Contract Type FiledJuly 1st, 2005 Company Industry JurisdictionTHIS 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”).
Exhibit 10-q GUARANTY THIS GUARANTY (this "Guaranty") is made as of March 12, 2001, by Chiquita Brands, Inc., a Delaware corporation ("Guarantor"). RECITALS WHEREAS, Guarantor is a wholly-owned subsidiary of Chiquita Brands International, Inc., a New...Guaranty • April 2nd, 2001 • Chiquita Brands International Inc • Agricultural production-crops • Ohio
Contract Type FiledApril 2nd, 2001 Company Industry Jurisdiction
EXHIBIT 10.1 FRAMEWORK AGREEMENT The undersigned, His Excellency, Joaquin Jacome Diez, Minister of Commerce and Industry of Panama, Jose Morris Quintero, acting as Secretary General of SINDICATO INDUSTRIAL DE CHIRIQUI LAND COMPANY Y EMPRESAS AFINES...Framework Agreement • May 15th, 2003 • Chiquita Brands International Inc • Agricultural production-crops
Contract Type FiledMay 15th, 2003 Company Industry
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, 2014Agreement and Plan of Merger • October 27th, 2014 • Chiquita Brands International Inc • Agricultural production-crops • New York
Contract Type FiledOctober 27th, 2014 Company Industry JurisdictionThis 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-j SEVERANCE AGREEMENT CONFORMED TO INCLUDE AMENDMENTS MADE BY AMENDMENT TO SEVERANCE AGREEMENT DATED FEBRUARY 14, 2001 THIS AGREEMENT, dated January 16, 2001, is made by and between Chiquita Brands International, Inc., a New Jersey...Severance Agreement • August 14th, 2002 • Chiquita Brands International Inc • Agricultural production-crops • Ohio
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
Exhibit 10-n AWARD SHARE AGREEMENT THIS AGREEMENT, entered into as of February 21, 2002 (the "Agreement Date"), by and between David J. Ockleshaw (the "Participant") and Chiquita Brands International, Inc. (the "Company"); WITNESSETH THAT: WHEREAS,...Award Share Agreement • August 14th, 2002 • Chiquita Brands International Inc • Agricultural production-crops
Contract Type FiledAugust 14th, 2002 Company Industry
EXHIBIT 10-CCredit Agreement • March 31st, 1998 • Chiquita Brands International Inc • Agricultural production-crops
Contract Type FiledMarch 31st, 1998 Company Industry
SEVERANCE AGREEMENTSeverance Agreement • November 4th, 2014 • Chiquita Brands International Inc • Agricultural production-crops • North Carolina
Contract Type FiledNovember 4th, 2014 Company Industry JurisdictionTHIS 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”).
andChiquita Brands International Inc • March 12th, 2002 • Agricultural production-crops • New York
Company FiledMarch 12th, 2002 Industry Jurisdiction
Exhibit 10.1 CREDIT AGREEMENT Dated as of March 7, 2001Credit Agreement • March 14th, 2001 • Chiquita Brands International Inc • Agricultural production-crops • New York
Contract Type FiledMarch 14th, 2001 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2013 • Chiquita Brands International Inc • Agricultural production-crops • New York
Contract Type FiledFebruary 8th, 2013 Company Industry JurisdictionThis 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.”
Page ---- ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . . 1 SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Act . . . . . . ....Chiquita Brands International Inc • February 7th, 1996 • Meat packing plants • New York
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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
Contract Type FiledNovember 7th, 2011 Company Industry JurisdictionTHIS 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).