LIMITED LIABILITY COMPANY AGREEMENT OF CHIQUITA FRESH NORTH AMERICA L.L.C.Limited Liability Company Agreement • December 23rd, 2013 • Fresh International Corp • Agricultural production-crops • Delaware
THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of (i) effectuating the conversion of Chiquita Brands Company, North America, a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18‑101 et seq. (the “Delaware Act”).
ContractIntercreditor Agreement • December 23rd, 2013 • Fresh International Corp • Agricultural production-crops • New York
This INTERCREDITOR AGREEMENT dated as of February 5, 2013, among CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (the "Company"), the subsidiaries of the Company listed on the signature pages hereof (the Company, the subsidiaries so listed and the Additional Grantors described herein, collectively, the "Grantors"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB"), as the ABL Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Noteholder Collateral Agent (in such capacity, and together with its successors in such capacity, the "Original Noteholder Collateral Agent").
LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • December 23rd, 2013 • Fresh International Corp • Agricultural production-crops
The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them.
SECURITY AGREEMENTSecurity Agreement • December 23rd, 2013 • Fresh International Corp • Agricultural production-crops • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 5, 2013, is made by and among (i) CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (“CBII”), (ii) CHIQUITA BRANDS L.L.C., a Delaware limited liability company (“CBLLC”, and together with CBII, the “Issuers”), (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”, and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1, such entities, the “Additional Guarantors”, and together with the Original Guarantors, the “Guarantors”, and together with the Issuers, the “Grantors” and each, a “Grantor”), and (iv) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Noteholders (as defined below) and for the other Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
