Instrument of Resignation, Appointment and Acceptance--4.25% Conv. Senior Notes



 EXHIBIT 4.11 
 INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 20, 2009 (this
“Instrument”), by and among CHIQUITA BRANDS INTERNATIONAL, INC., a corporation duly organized and existing under the laws of the state of New Jersey, having its principal office at 250 East Fifth Street, Cincinnati, Ohio
45202 (the “Company”), BANK OF AMERICA N.A., as successor by merger to LASALLE BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having its
corporate trust office at 135 South LaSalle, Chicago, Illinois 60603, as resigning Trustee (the “Resigning Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing
under the laws of the United States of America, having a corporate trust office at 45 Broadway, 14th floor, New York, New York 10006, as successor
Trustee (the “Successor Trustee”). 
 RECITALS 
 WHEREAS, there are presently outstanding under a Senior Indenture, dated as of February 1, 2008, between the Company and the Resigning Trustee, as
supplemented by Supplemental Indenture No. 1 dated as of February 12, 2008 (the “Indenture”): 
 (i)
$200,000,000 in aggregate principal amount of the Company’s 4.25% Convertible Senior Notes due 2016 (the “Convertible Senior Notes”); and 
 WHEREAS, the Resigning Trustee wishes to resign as Trustee, the office or agency where the Securities may be presented for registration of transfer or exchange (the “Registrar”), the office or
agency where notices and demands to or upon the Company in respect of the Securities or the Indenture may be served (the “Agent”) and the office or agency where the Securities may be presented for payment (the
“Paying Agent”) under the Indenture; the Company wishes to appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture; and the Successor Trustee wishes to
accept appointment as Trustee, Registrar, Agent and Paying Agent under the Indenture. 
 NOW, THEREFORE, in consideration of the mutual
covenants and promises herein, the receipt and sufficiency of which are hereby acknowledged, the Company, the Resigning Trustee and the Successor Trustee agree as follows: 
 ARTICLE ONE 
 THE RESIGNING TRUSTEE 
 Section 101. Pursuant to Section 610 of the Indenture, the Resigning Trustee hereby notifies the Company that the Resigning Trustee is
hereby resigning as Trustee under the Indenture. 
 Section 102. The Resigning Trustee hereby represents and warrants to the
Successor Trustee and to the Company that: 
 (a) No covenant or condition contained in the Indenture has been waived by the
Resigning Trustee or, to the best of the knowledge of the Resigning 








 
Trustee, by the owners of the percentage in aggregate principal amount of the Convertible Senior Notes required by the Indenture to effect any such waiver.

 (b) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers of the
Resigning Trustee assigned to its corporate trust department, threatened against the Resigning Trustee before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture.

 (c) To the best of the Resigning Trustee’s knowledge, the Company is not in default under the Indenture and no event
has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture. 
 (d) This Instrument has been duly authorized, executed and delivered on behalf of the Resigning Trustee. 
 (e)
$200,000,000 in aggregate principal amount of the Convertible Senior Notes are outstanding. 
 (f) Interest on the Convertible
Senior Notes has been paid to August 15, 2008. 
 (g) The Resigning Trustee has made, or promptly will make, available to
the Successor Trustee originals, if available, or copies in its possession or control, of all documents relating to the trust created by the Indenture (the “Trust”) and all information in the possession or control of its
corporate trust department relating to the administration and status of the Trust. 
 Section 103. The Resigning Trustee hereby
assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the Trust, all the rights, powers, duties and obligations of the Resigning Trustee under the Indenture and all
property and money held by such Resigning Trustee under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Resigning Trustee shall execute and deliver such further instruments and
shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and
confirmed to the Successor Trustee. 
 Section 104. The Resigning Trustee hereby resigns as Registrar, Agent and Paying Agent
under the Indenture. The Resigning Trustee, as Registrar, Agent, and Paying Agent, hereby assigns, transfers, delivers and confirms to the Successor Trustee all the rights, powers, duties and obligations of the Resigning Trustee, as Registrar,
Agent, and Paying Agent, under the Indenture and any and all property and money held by such Resigning Trustee, as Registrar, Agent, and Paying Agent, under the Indenture, with like effect as if the Successor Trustee was originally named as
Registrar, Agent, and Paying Agent under the Indenture. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest
and 

  

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confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor
Trustee. Notwithstanding the foregoing, the Resigning Trustee acknowledges and agrees that it assumes responsibility, but only to the extent required under the terms of the Indenture, for its actions and omissions during its term as Trustee.

 ARTICLE TWO 
 THE COMPANY

 Section 201. The Company hereby certifies that the Company is, and the officer of the Company who has executed this Instrument
is, duly authorized to: (a) accept the Resigning Trustee’s resignation as Trustee, Registrar, Agent and Paying Agent under the Indenture; (b) appoint the Successor Trustee as Trustee, Registrar, Agent and Paying Agent under the
Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture. 

Section 202. The Company hereby accepts the resignation of the Resigning Trustee as Trustee, Registrar, Agent and Paying Agent under the
Indenture. Pursuant to Section 610 of the Indenture, the Company hereby appoints the Successor Trustee as Trustee under the Indenture and confirms to the Successor Trustee all the rights, powers, duties and obligations of the Trustee under the
Indenture and with respect to all property and money held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Company shall execute and deliver such further
instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred,
delivered and confirmed to the Successor Trustee. 
 Section 203. The Company hereby represents and warrants to the Successor
Trustee and the Resigning Trustee that: 
 (a) It is a corporation duly and validly organized and existing pursuant to the
laws of New Jersey. 
 (b) The Indenture was validly and lawfully executed and delivered by the Company, has not been amended
or modified except as set forth herein, and is in full force and effect. 
 (c) The Securities are validly issued securities
of the Company. 
 (d) No event has occurred and is continuing which is, or after notice or lapse of time would become, an
Event of Default under the Indenture. 
 (e) No covenant or condition contained in the Indenture has been waived by the
Company or by the Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver. 
 (f) There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company before any court or any 

  

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governmental authority arising out of any action or omission by the Company under the Indenture. 
 (g) This Instrument has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding
obligation. 
 (h) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under
the Indenture have been complied with by the Company. 
 Section 204. The Company also hereby appoints the Successor Trustee as
Registrar, Agent and Paying Agent under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm
in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Registrar, Agent, and Paying Agent. 
 ARTICLE THREE 
 THE SUCCESSOR TRUSTEE 
 Section 301. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Company that: 
 (a) This Instrument has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid, binding and
enforceable obligation. 
 (b) The Successor Trustee is qualified and eligible under Section 609 of the Indenture to act as Trustee
under the Indenture. 
 Section 302. Pursuant to Section 611 of the Indenture, the Successor Trustee hereby accepts its
appointment as Trustee under the Indenture and hereby assumes all the rights, powers, duties and obligations of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture, with like effect as if
the Successor Trustee was originally named as Trustee under the Indenture. 
 Section 303. Promptly after the execution and
delivery of this Instrument, the Successor Trustee, on behalf of the Company, shall cause a notice, in substantially the form annexed hereto marked Exhibit A, to be sent to each Holder of the Securities in accordance with Section 610 of
the Indenture. 
 Section 304. The Successor Trustee hereby accepts its appointment as Registrar, Agent and Paying Agent under
the Indenture. 
 ARTICLE FOUR 
 MISCELLANEOUS 
 Section 401. Except as otherwise expressly provided or unless the context otherwise requires, all
capitalized terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. All references in the Indenture and related 

  

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documents to “corporate trust office” or other similar references to the corporate trust office of the trustee shall be deemed to refer to the
corporate trust office of the Successor Trustee described in Section 406 of this Instrument. 
 Section 402. This Instrument
and the resignation, appointment and acceptance effected hereby shall be effective as of the close of business on the date first above written, upon the execution and delivery hereof by each of the parties hereto; provided, that the
resignation of the Resigning Trustee as Registrar, Agent and Paying Agent under the Indenture, and the appointment of the Successor Trustee in such capacities, shall be effective 10 business days after the date first above written. 
 Section 403. Notwithstanding the resignation of the Resigning Trustee effected hereby, the Company shall remain obligated under
Section 607 of the Indenture to compensate, reimburse and indemnify the Resigning Trustee in connection with its prior trusteeship under the Indenture. The Company also acknowledges and reaffirms its obligations to the Successor Trustee as set
forth in Section 401 of the Indenture, which obligations shall survive the execution hereof. The Company and the Resigning Trustee acknowledge and agree that nothing contained herein or otherwise shall constitute an assumption by the Successor
Trustee of any liability of the Resigning Trustee arising out of any action or inaction by the Resigning Trustee as Trustee, Registrar, Agent, and/or Paying Agent under the Indenture. 
 Section 404. This Instrument shall be governed by and construed in accordance with the laws of the jurisdiction which govern the Indenture
and its construction. 
 Section 405. This Instrument may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument. 
 Section 406. All notices, whether
faxed or mailed, will be deemed received when sent pursuant to the following instructions: 
 TO THE RESIGNING TRUSTEE: 
 BANK OF AMERICA N.A. as successor by merger to 
 LaSalle Bank, National Association 
 135 South LaSalle 
 Mailcode IL4-135-18-25 
 Chicago, Illinois

 Fax: 312-904-4018 
 Tel:
312-904-2226 
 TO THE SUCCESSOR TRUSTEE: 
 Wells Fargo Bank, National Association 
 45 Broadway 
 14th floor 
 New York, New York 10006 
 Fax: 212-515-1589 
  

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 Tel: 212-515-5244 
 TO THE COMPANY: 
 Chiquita Brands International, Inc. 
 250 East Fifth Street 
 Cincinnati, OH 45202

 Att: General Counsel 
 Fax

 Tel.: 513-784-8000 
 [REMAINDER OF PAGE INTENTIONALLY BLANK] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and
Acceptance to be duly executed as of the day and year first above written. 
  

			
	CHIQUITA BRANDS INTERNATIONAL, INC.
		
	By	 	 /s/ Michael B. Sims

	Name:	 	Michael B. Sims
	Title:	 	Vice President and Treasurer
	
	BANK OF AMERICA N.A, as successor by merger to LASALLE BANK, NATIONAL ASSOCIATION, as Resigning Trustee
		
	By	 	 /s/ Margaret M. Muir

	Name:	 	Margaret M. Muir
	Title:	 	Vice President
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Successor Trustee
		
	By	 	 /s/ Martin Reed

	Name:	 	Martin Reed
	Title:	 	Vice President









 EXHIBIT A 
 Notice to Holders of Chiquita Brands International, Inc. (the “Company”) 4.25 % Convertible Senior Notes due 2016 (the “Securities”): 
 We hereby notify you of the resignation of LaSalle Bank, National Association as Trustee under the Indenture, dated as of February 1, 2008 (as
supplemented, the “Indenture”), pursuant to which your Securities were issued and are outstanding. 
 The Company has appointed Wells Fargo Bank, National Association, whose corporate trust office is
located at 45 Broadway, 14th floor, New York, New York 10006, as successor Trustee under the Indenture, which appointment has been accepted and has
become effective. 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor Trustee
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Date: January     , 2008