<PAGE>

                                                                    Exhibit 10.1

                                  $167,100,000

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of March 27, 2003

                                      Among

                              CHIQUITA BRANDS, INC.

                             and ATCON FINANZ, INC.

                                  as Borrowers,

                               EACH OF THE LENDERS
                          INITIALLY A SIGNATORY HERETO,
                          TOGETHER WITH THOSE ASSIGNEES
                        PURSUANT TO SECTION 14.6 HEREOF,

                                   as Lenders,

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                     as Lead Arranger and Syndication Agent

                                       and

        WELLS FARGO FOOTHILL, INC. (F/K/A FOOTHILL CAPITAL CORPORATION),

                             as Administrative Agent


          CONFORMED TO INCORPORATE AMENDMENTS THROUGH AUGUST 28, 2003,
         PURSUANT TO FIRST AMENDMENT AND FIRST LIMITED WAIVER TO SECOND
      AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 22, 2003 AND
          SECOND AMENDMENT AND SECOND LIMITED WAIVER TO SECOND AMENDED
           AND RESTATED CREDIT AGREEMENT, DATED AS OF AUGUST 11, 2003

<PAGE>

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

          THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as
of March 27, 2003 among CHIQUITA BRANDS, INC., a Delaware corporation ("CBI"),
Atcon Finanz, Inc., a Delaware corporation ("Atcon") (each of CBI and Atcon
being a "Borrower" and collectively the "Borrowers"), each of the lenders
identified as Lenders on Schedule 1.1A hereto (together with each of their
successors and assigns, referred to individually as a "Lender" and,
collectively, as the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells
Fargo"), acting as lead arranger and syndication agent, and FOOTHILL CAPITAL
CORPORATION ("Foothill"), acting administrative agent in the manner and to the
extent described in Article XIII hereof (in such capacity, the "Agent").

                              W I T N E S S E T H:
                              --------------------

          WHEREAS, CBI, the Lender (as defined therein) and the Agent entered
into that certain Amended and Restated Credit Agreement dated as of March 6,
2002 (as amended or otherwise modified to date, the "Amended and Restated Credit
Agreement") which amended and restated that certain Credit Agreement dated as of
March 7, 2001 (the "Original Credit Agreement") pursuant to which (i) the
Lenders have made a term loan facility available to CBI having a current
aggregate principal outstanding amount of $50,100,000 maturing on June 7, 2004
and (ii) the Lenders have provided a revolving credit facility (including letter
of credit subfacility) to CBI in an aggregate principal amount, after giving
effect to reductions made through the date hereof, not to exceed $122,100,000 at
any time outstanding;

          WHEREAS, the Borrowers desire that the Lenders increase the principal
amount of credit available to the Borrowers to $187,100,000 by adding a new term
loan in the principal amount of $65,000,000 to be provided to Atcon to fund the
German Financing (as defined herein), and the Lenders are willing to provide the
Borrowers with Loans in such amounts upon the terms and conditions set forth
herein;

          WHEREAS, the Borrowers and each Secured Credit Party desire to secure
all of the obligations under the Credit Documents by providing a security
interest and lien on all of Atcon's personal property (to secure the obligations
of Atcon) and by continuing the prior grant of a security interest in and lien
upon all of CBI's and each Secured Credit Party's existing and after-acquired
personal property to the Agent, all for the benefit of the Agent and the
Lenders; and

          WHEREAS, the Borrowers, the Lenders and the Agent now desire to amend
and restate the Amended and Restated Credit Agreement to, among other things,
accomplish the matters set forth above on the terms and subject to the
conditions set forth herein.

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          NOW, THEREFORE, the Borrowers, the Lenders and the Agent hereby agree
as follows:

                                   ARTICLE I.

                                   DEFINITIONS

     1.1   General Definitions.
           -------------------

          As used herein, the following terms shall have the meanings herein
specified:

          "Ableco" shall mean Ableco Finance LLC.

          "Account Designation Letter" shall mean a letter in the form of
Exhibit I attached hereto.

          "Accounts" shall mean all of CBI's "accounts" (as defined in the
Code), whether now existing or existing in the future, including, without
limitation, all (i) accounts receivable (whether or not specifically listed on
schedules furnished to the Agent), including, without limitation, all accounts
created by or arising from all of CBI's sales of goods or rendition of services
made under any of CBI's trade names or styles, or through any of CBI's
divisions; (ii) unpaid seller's rights (including rescission, replevin,
reclamation and stopping in transit) relating to the foregoing or arising
therefrom, (iii) rights to any goods represented by any of the foregoing,
including returned or repossessed goods; (iv) reserves and credit balances held
by CBI with respect to any such accounts receivable or account debtors; (v)
supporting obligations (including guarantees or collateral) for any of the
foregoing; and (vi) insurance policies or rights relating to any of the
foregoing.

          "Acknowledgement Agreements" shall mean the Acknowledgment Agreements,
substantially in the form of Exhibit A hereto, between CBI's warehousemen,
fillers, packers and processors and the Agent, in each case acknowledging and
agreeing, among other things, (A) that such warehousemen, fillers, packers and
processors do not have any Liens on any of the property of CBI or any Subsidiary
and (B) to the collateral assignment by CBI to the Agent of its interest in the
contracts with each of such warehousemen, fillers, packers and processors.

          "Acquired Company" shall mean the Person (or the assets or business
thereof) which is acquired pursuant to an Acquisition.

          "Acquisition" shall mean (i) the purchase of more than 20% of the
Capital Stock of a Person or the purchase of warrants and/or options (other than
rights of first refusal, warrants and options received for nominal consideration
and warrants and options of CBI or any of its Affiliates) to purchase Capital
Stock of a Person which, if exercised, would amount to more than 20% of the
Capital Stock of such Person, (ii) the purchase of Capital Stock of a Person if
the consideration paid for such Capital Stock exceeds $1,000,000, (iii) the
purchase of all or a substantial portion of the assets or business of any Person
if the consideration paid for such assets or business exceeds $1,000,000 or (iv)
the merger or consolidation with a Person in which CBI or a Subsidiary shall be
the surviving or resulting corporation.

<PAGE>

          "Acquisition Documents" shall mean any agreement pursuant to which an
Acquisition is made in accordance with the terms hereof, including the exhibits
and schedules thereto, and all agreements, documents and instruments executed
and delivered pursuant thereto or in connection therewith.

          "Affiliate" shall mean any entity which directly or indirectly
controls, is controlled by, or is under common control with, CBI or any
Subsidiary of CBI. For purposes of this definition, "control" shall mean the
possession, directly or indirectly, of the power to (i) vote ten percent (10%)
or more of the securities having ordinary voting power for the election of
directors of such Person, or (ii) direct or cause the direction of management
and policies of a business, whether through the ownership of voting securities,
by contract or otherwise and either alone or in conjunction with others or any
group.

          "Agent" shall mean Foothill as Agent under the Amended and Restated
Credit Agreement and as provided in the preamble to this Credit Agreement or any
successor to Foothill.

          "Agent Bank Account" shall have the meaning given to such term in
Section 7.18(a).

          "Agent's Fees" shall mean the fees payable by CBI and Atcon to the
Agent as described in the Fee Letter.

          "Aggregate Required Lenders" shall mean, at any time, (a) if the
Existing Commitments have not been terminated, Lenders holding at least
sixty-six and two-thirds percent (66 2/3%) of the sum of the Existing
Commitments and the outstanding Term B Loans or (b) if the Existing Commitments
have been terminated, Lenders holding at least sixty-six and two-thirds percent
(66 2/3%) of the sum of the outstanding Loans and the outstanding Letter of
Credit Obligations and participation interests (including the participation
interests of the Issuing Bank in any Letters of Credit); provided, however, that
such Lenders must be in compliance with their obligations hereunder (as
determined by the Agent).

          "Aggregation Date" shall have the meaning given to such term in
Section 9.3.

          "Allocated CBII Overhead" shall mean the following overhead and
disbursements of CBII, but only to the extent that they are allocated to CBI or
any of its consolidated Subsidiaries: salaries, pension and benefit expenses,
taxes (other than taxes on income or revenue), insurance costs, legal expenses,
communication and maintenance fees, travel expenses, outside accounting fees,
headquarter office expenses, deferred compensation and non-contractual severance
expenses and principal, interest and other fees related to any Indebtedness.

          "Amended and Restated Credit Agreement" shall have the meaning given
to such term in the recitals to this Credit Agreement.

          "Applicable Prepayment Premium" means, as of any date of
determination, an amount equal to one-tenth of one percent (0.1%) of the Maximum
Credit Line as of the Closing Date for each full or partial month remaining from
the date of payment until the Maturity Date. In the event of an early
termination of this Credit Agreement and a prepayment in full of all of

<PAGE>

the Obligations from a Qualified Refinancing, the amount of the Applicable
Prepayment Premium determined hereunder shall be reduced by a percentage equal
to the amount of the sum of the Existing Commitments and the outstanding Term B
Loans which are held by those Lenders that participate in the Qualified
Refinancing divided by the sum of all Existing Commitments and all outstanding
Term B Loans, and the amount of such Applicable Prepayment Premium (as so
reduced) shall be allocated to the Lenders not participating in such replacement
credit facility.

          "Appraisal" shall mean (i) that certain Trademarks and Tradenames
Valuation dated March 27, 2002 performed by Daley-Hodkin Appraisal Corporation
relating to Chiquita Brands International, Inc. or (ii) after the receipt by the
Lenders of a new or updated valuation appraisal, such new or updated appraisal.

          "Asset Disposition" shall mean the disposition (other than (i) a
disposition described in clauses (a), (b), (c), (g), (j) or (k) of Section 9.3,
(ii) a disposition described in clause (d) of Section 9.3 to the extent that Net
Cash Proceeds are reinvested or used as set forth therein, (iii) Specified Asset
Dispositions, (iv) a disposition described in clauses (h) or (i) of Section 9.3
to the extent that Net Cash Proceeds are reinvested or used as set forth
therein, and (v) any disposition of intellectual property rights pursuant to the
Trademark License Agreement) of any or all of the assets (including, without
limitation, the Capital Stock of CBI or its Subsidiaries) of CBI or its
Subsidiaries, whether by sale, lease, transfer or otherwise, in a single
transaction, or in a series of related transactions in any consecutive twelve
(12) month period beginning on or after the Original Closing Date (a) that have
a fair market value in the aggregate in excess of $1,000,000 or (b) for Net Cash
Proceeds in the aggregate in excess of $1,000,000.

          "Asset Loss" shall have the meaning given to such term in Section
7.10.

          "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by an assigning Lender and an assignee Lender, accepted by the
Agent, in accordance with Section 14.6(g), in the form attached hereto as
Exhibit B.

          "Atcon" shall have the meaning given to such term in the preamble of
this Credit Agreement.

          "Atlanta" shall mean ATLANTA Aktiengesellschaft.

          "Availability" shall mean an amount equal to the difference of (i) the
Revolving Credit Borrowing Base minus (ii) the sum of (a) the outstanding amount
of Revolving Loans and Letter of Credit Obligations plus (b) the aggregate
amount, if any, of all trade payables of CBI and the other Credit Parties (other
than members of the Chiquita Fresh German Group) aged in excess of historical
levels with respect thereto and all book overdrafts in excess of historical
practices with respect thereto, in each case as determined in good faith by the
Agent.

          "Back-to-Back Loan" shall mean a loan made to a Subsidiary by a
financial institution in which CBI or another Subsidiary (other than an Excluded
Entity) owns a one hundred percent (100%) participation interest.

<PAGE>

          "Base LIBOR Rate" means the rate per annum, determined by the Agent in
accordance with its customary procedures, and utilizing such electronic or other
quotation sources as it considers appropriate (rounded upwards, if necessary, to
the next 1/16%), based on the rates at which Dollar deposits are offered to
major banks in the London interbank market on or about 11:00 a.m. (California
time) two (2) Business Days prior to the commencement of the applicable Interest
Period, for a term and in amounts comparable to the Interest Period and amount
of the LIBOR Rate Loan requested by CBI in accordance with this Credit
Agreement, which determination shall be conclusive in the absence of manifest
error.

          "Benefit Plan" shall mean a defined benefit plan as defined in Section
3(35) of ERISA (other than a Multiemployer Plan) in respect of which CBI, any
Subsidiary of CBI or any ERISA Affiliate is, or within the immediately preceding
six (6) years was, an "employer" as defined in Section 3(5) of ERISA.

          "Bond Repurchase Fee" has the meaning set forth in Section 4.3.

          "Borrower" and "Borrowers" shall have the meaning given to such terms
in the preamble of this Credit Agreement.

          "Borrower Entities" shall mean each Borrower, each Guarantor and each
Subsidiary which is party to one or more Credit Documents.

          "Borrower Register" shall have the meaning given to such term in
Section 14.6(k).

          "Bring Down Date" shall have the meaning given to such term in the
introductory paragraph to Article VI.

          "Business Day" shall mean any day other than a Saturday, a Sunday, a
legal holiday or a day on which national banks are authorized or required by law
or other governmental action to close, except that, if a determination of a
Business Day shall relate to a LIBOR Rate Loan, the term "Business Day" also
shall exclude any day on which banks are closed for dealings in Dollar deposits
in the London interbank market.

          "Capital Expenditures" shall mean expenditures for the acquisition
(including the acquisition by capitalized lease) or improvement of capital
assets, as determined in accordance with GAAP.

          "Capital Lease" shall mean, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
accordance with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.

          "Capital Stock" shall mean (i) in the case of a corporation, capital
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other equity interest or participation
that confers on a Person

<PAGE>

the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

          "Cash Equivalents" shall mean, as to any Person, (i) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
one (1) year from the date of acquisition, (ii) time deposits or certificates of
deposit of any commercial bank incorporated under the laws of the United States
or any state thereof, of recognized standing having capital and unimpaired
surplus in excess of $1,000,000,000 and whose short-term commercial paper rating
at the time of acquisition is at least A-1 or the equivalent thereof by Standard
& Poor's Corporation or at least P-1 or the equivalent thereof by Moody's
Investors Services, Inc. (any such bank, an "Approved Bank"), with such deposits
or certificates having maturities of not more than one (1) year from the date of
acquisition, (iii) repurchase obligations with a term of not more than seven (7)
days for underlying securities of the types described in clauses (i) and (ii)
above entered into with any Approved Bank, (iv) commercial paper or finance
company paper issued by any Person incorporated under the laws of the United
States or any state thereof and rated at least A-1 or the equivalent thereof by
Standard & Poor's Corporation or at least P-1 or the equivalent thereof by
Moody's Investors Service, Inc., and in each case maturing not more than one
year after the date of acquisition, and (v) investments in money market funds
that are registered under the Investment Company Act of 1940, as amended, which
have net assets of at least $1,000,000,000 and at least eighty-five percent
(85%) of whose assets consist of securities and other obligations of the type
described in clauses (i) through (iv) above. All such Cash Equivalents must be
denominated solely for payment in Dollars.

          "CBCNA" shall mean Chiquita Brands Company, North America, a Delaware
corporation.

          "CBI" shall have the meaning given to such term in the preamble of
this Credit Agreement.

          "CBI Guarantee" shall mean that certain Guarantee dated as of the
Closing Date made by CBI in favor of the Agent.

          "CBI Maximum Credit Line" shall mean $112,100,000, as such amount may
be reduced from time to time (A) pursuant to and in accordance with Section 2.3
and Section 13.12, (B) in connection with each Second Amendment Sale, as the Net
Cash Proceeds of each Second Amendment Sale are used to prepay the Original Term
Loans until an aggregate amount equal to $31,500,000 has been prepaid, by the
amount so applied to such prepayment, (C) in connection with the CPF Sale, as
CPF Sale Proceeds are used to make additional prepayments of the Original Term
Loans (in excess of the $10,000,000 prepayment which was made on or about the
CPF Closing Date), by the amount so applied to such prepayment, and (D) in
connection with the Second Amendment Sales, as the Net Cash Proceeds of the
Second Amendment Sales are used to make additional prepayments of the Original
Term Loans (in excess of the $31,500,000 prepayments to be made on the Original
Term Loans pursuant to clause (B) above), by the amount so applied to such
prepayments.

<PAGE>

          "CBII" shall mean Chiquita Brands International, Inc., a New Jersey
corporation.

          "CBII Bonds" shall mean the CBII 10.56% Senior Notes due 2009 issued
pursuant to the Indenture dated as of March 15, 2002, with Wells Fargo Bank
Minnesota, National Association, as Trustee, and the Certificate of Actions
dated March 18, 2002, approving the terms of such Senior Notes.

          "Change of Control" shall mean the occurrence of any of the following:
(i) any Person or group of Persons acting collectively, owns more than thirty
percent (30%) of the equity shares of CBII entitled to vote for the election of
the Board of Directors of CBII (the "Voting Shares"), (ii) at any time a
majority of CBII's directors then in office consists of individuals who meet
none of the following criteria: (A) such individuals are members of CBII's board
of directors as of the date of this Credit Agreement; (B) such individuals were
members of CBII's board of directors as of the date twelve months earlier than
the date of determination; (C) such individuals are CBII directors appointed to
replace any CBII directors who died, became disabled, or voluntarily resigned;
(D) such individuals are CBII directors who were approved by a vote of a
majority of CBII directors who meet any of the criteria in (A), (B), (C), or (E)
or who were previously appointed or elected in accordance with (D) or (E); or
(E) such individuals are CBII directors whose nomination for election by CBII
shareholders was approved by a vote of a majority of CBII directors who meet any
of the criteria in (A), (B), (C), or (D) or who were previously appointed or
elected in accordance with (D) or (E), (iii) CBII ceases to own, directly or
indirectly, one hundred percent (100%) of the issued and outstanding Capital
Stock of CBI, or (iv) CBI ceases to own directly or indirectly one hundred
percent (100%) of the issued and outstanding Capital Stock of Atcon, Euro Sub,
Atlanta, Hameico GmbH or any Secured Credit Party (other than CBI) or Chiquita
Banana Company B.V., a Netherlands company.

          "Chiquita Fresh European Group" shall mean the following Persons and
their Subsidiaries (other than members of the Chiquita Fresh German Group):

          -    Banafruta-Comercio de Bananas, LDA
          -    Chiquita Banana Company, B.V.
          -    Chiquita Ceroz, s.r.o.
          -    Chiquita Compagnie des Bananes
          -    Chiquita CR, S.r.o.
          -    Chiquita Far East Holdings B.V.
          -    Chiquita Finland Oy
          -    Chiquita Fresh B.V.B.A.
          -    Chiquita Frupac B.V.
          -    Chiquita International Services Group N.V.
          -    Chiquita Italia, S.p.A.
          -    Chiquita Tropical Fruit Company B.V.
          -    International Banana Ripening Company N.V.
          -    Meneu Distribucion S.A.
          -    Processed Fruit Ingredients B.V.
          -    Spiers N.V.

<PAGE>

          "Chiquita Fresh German Group" shall mean the following Persons and
their Subsidiaries:

          -    "Atlanta" Handelsgesellschaft Harder & Co. GmbH
          -    A. Lehmann Fruchtagentur GmbH
          -    A. Lehmann Italia S.R.L.
          -    Agenfruits S.A.
          -    Amhof Frucht-GmbH
          -    ATABEL
          -    ATACRET s.r.l.
          -    Atcon
          -    ATLANTA Aktiengesellschaft
          -    Atlanta Austria Fruchthandel AG
          -    Atlanta Brasil LTDA
          -    Atlanta Fruchtagentur GmbH
          -    Atlanta Fruit Trade GmbH
          -    Atlanta Fruit Trade Kft Hungary
          -    Atlanta Kalisza Sp.z.o.o.
          -    Atlanta Pannonia Produktions und Handelsges mbH
          -    Atlanta PL GmbH
          -    Atlanta Prag Immobilien, sr.o.
          -    Atlanta Praha, Spol. Sr.o.
          -    Atlanta Spol.sr.o.
          -    Atlanta World Trade GmbH
          -    Atlantis Transportversicherung AG
          -    August Lehmann GmbH & Co. KG
          -    Bieger Beteiligungs-GmbH
          -    Bratlanta B.V.
          -    BT Bau + Technik GmbH
          -    Direct Fruit Marketing DFM GmbH
          -    F. August Lehmann Beteiligungs GmbH
          -    Fruchthandel Gesellschaft Scipio & Fischer mbH
          -    Fruchtunion Bieger GmbH & Co. KG
          -    Fruchtunion Duisburg GmbH
          -    FRUCHTUNION Grosshandel mit Nahrungs- und Genussmittel Ges.mbh
          -    Fruchtunion Hamburg GmbH
          -    Fruit2Trade AG
          -    FRUTERA Fruchthandel Cottbus GmbH
          -    Fruttexport S.r.l.
          -    "Gemos" Assekuranz Kontor GmbH & Co. KG
          -    Habeco Bananenvertrieb GmbH
          -    Habeco-Fruchthandel GmbH
          -    Hameico Bananenvertrieb Stuttgart GmbH
          -    Hameico Berlin GmbH
          -    Hameico Bremen GmbH
          -    Hameico Dortmund GmbH
          -    Hameico Frankfurt GmbH

<PAGE>

          -    Hameico Fruchthandel GmbH
          -    Hameico Fruchthandelsgesellschaft mbH
          -    "Hameico" Fruit Trade GmbH
          -    Hameico Hannover GmbH
          -    Hameico Koeln GmbH
          -    Hameico Neunkirchen GmbH
          -    Hameico Nuernberg GmbH
          -    Harwes GmbH
          -    Italimex S.r.l.
          -    Jos. Ahorner Ges.m.b.H.
          -    Lehmann Immobilien GmbH
          -    Leipzig-Bremer Frucht-GmbH
          -    Meneu Export S.A.
          -    Olfko Fruchthandel GmbH
          -    Olko Fruchthandelsgesellschaft Westerland mbH
          -    Profil Werbe- und Verlagsgesellschaft mbH
          -    S.A. Ets. Yves LE ROUX
          -    S.I.E.F.a.r.l.
          -    Scipio GmbH & Co.
          -    Scipio Immobilien GmbH & Co. KG
          -    Scipio Nederland B.V.
          -    Zentralreiferei Bremerhaven GmbH

          "Chiquita Fresh Latin American Group" shall mean the following Persons
and their Subsidiaries:

          -    Antioquia Establishment/Bijzondere Benedenwindse Beleggingen
               Establishment/Uraba Establishment/Tairona Establishment/Quindio
               Establishment and their Subsidiaries
          -    Banacorp, S.A./Compania Bananera Guatemalteca Independiente, S.A.
               and their Subsidiaries
          -    Baninc Establishment
          -    Blue Fish Holdings Establishment/CILPAC Establishment and their
               Subsidiaries (excluding Heaton Holdings, Ltd. and its
               Subsidiaries)
          -    Catellia Ltd./Tropical Traders Ltd. and their Subsidiaries
          -    Chiquita International Services Group N.V./Banexpro
               Ltd./Brundicorpi S.A. and their Subsidiaries
          -    Compania Agricola San Nicolas, S.A. and its Subsidiaries
          -    Compania La Cruz, S.A.
          -    Compania Mundimar, S.A.
          -    Conexpro Inc. Establishment and its Subsidiaries
          -    Financiera Agricola Limited
          -    Financiera Agro-Exportaciones Limitada
          -    Financiera Bananera Limitada
          -    Financiera Estrella Limited
          -    Valk Deelnemingen Establishment, Zwaan Deelnemingen
               Establishment, Buizerd Deelnemingen Establishment, Mus
               Deelnemingen Establishment,

<PAGE>

               Kaketoe Deelnemingen Establishment, Struisvogel Deelnemingen
               Establishment, SZS Sargasso Zeeblelangen B.V. Establishment,
               Occidentalis Atlantis Establishment, Zonnekoning Overzee B.V.
               Establishment and their Subsidiaries
          -    Western Commercial International Ltd.

          "CIL" shall mean Chiquita International Limited, a Bermuda company.

          "Closing" shall mean the date on which the conditions set forth in
Section 5.2 of this Credit Agreement have been satisfied or waived.

          "Closing Date" shall mean the time at which the Closing occurs, which
time shall occur not later than March 31, 2003.

          "Code" shall have the meaning set forth in Section 1.3.

          "Collateral" shall mean any and all assets and rights and interests in
or to property pledged from time to time as security for any or all of the
Obligations, or any portion thereof, pursuant to the Security Documents whether
now owned or hereafter acquired, including, without limitation, all of the
Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Fixtures,
General Intangibles (including all intellectual property), Inventory,
Instruments, Investment Property and Proceeds (each as defined in the Security
Agreements).

          "Consolidated" or "consolidated" with reference to any term defined
herein, shall mean that term as applied to the accounts of CBI and all of its
consolidated Subsidiaries, consolidated in accordance with GAAP.

          "Consolidated Capital Expenditures" shall mean, for any applicable
period of computation, an amount equal to the consolidated aggregate
expenditures of CBI and its consolidated Subsidiaries (other than CPF and its
Subsidiaries) during such fiscal period for the acquisition (including the
acquisition by capitalized lease) or improvement of capital assets, as
determined in accordance with GAAP.

          "Consolidated Cash Taxes" shall mean, for any applicable period of
computation, the aggregate of all taxes of CBI and its consolidated Subsidiaries
(other than CPF and its Subsidiaries) on a consolidated basis determined in
accordance with applicable law and GAAP applied on a consistent basis, to the
extent the same are paid in cash during such period and the aggregate amount of
all tax distributions made in cash as described in Schedule 9.6 during such
period.

          "Consolidated EBITDA" shall mean, for any applicable period of
computation, the sum of (i) Consolidated Net Income for such period, but
excluding therefrom all extraordinary items of income and all extraordinary
non-cash items of loss, plus (ii) the aggregate amount of depreciation and
amortization charges made in calculating Consolidated Net Income for such
period, plus (iii) aggregate Consolidated Interest Expense for such period, plus
(iv) the aggregate amount of all income taxes reflected on the consolidated
statements of income of CBI and its Subsidiaries (other than CPF and its
Subsidiaries) for such period plus (v)

<PAGE>
the amount of all non-cash adjustments resulting from fresh start accounting to
the extent such amounts were deducted in determining Consolidated Net Income.

          "Consolidated Fixed Charges" shall mean, for any applicable period of
computation, without duplication, the sum of (i) all Consolidated Interest
Expense for the applicable period, plus (ii) Consolidated Scheduled Funded Debt
Payments due during the applicable period, plus (iii) Consolidated Cash Taxes
for the applicable period, plus (iv) Unallocated CBII Overhead for the
applicable period, plus (iv) amounts advanced or distributed by CBI or any
Subsidiary to CBII to enable it to pay interest on CBII's Indebtedness.

          "Consolidated Funded Debt" shall mean, as of the date of
determination, all Funded Indebtedness of CBI and its consolidated Subsidiaries
(other than CPF and its Subsidiaries), determined on a consolidated basis in
accordance with GAAP.

          "Consolidated Interest Expense" shall mean, for any applicable period
of computation, interest expense, net of interest income, of CBI and its
consolidated Subsidiaries (other than CPF and its Subsidiaries) for such period,
as determined in accordance with GAAP.

          "Consolidated Net Income" shall mean, for any applicable period of
computation, the consolidated net income (or net deficit) of CBI and its
consolidated Subsidiaries (other than CPF and its Subsidiaries) for such period,
after deduction of all expenses, taxes and other proper charges, all as
determined in accordance with GAAP.

          "Consolidated Scheduled Funded Debt Payments" shall mean, for any
applicable period of computation, the sum of all scheduled payments of principal
on Consolidated Funded Debt for such period (including the principal component
of payments due on Capital Leases or under any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product (but excluding true leases) during the applicable period ending on such
date); it being understood that Consolidated Scheduled Funded Debt Payments
shall not include (i) voluntary prepayments or the mandatory prepayments
required pursuant to Section 2.3 or (ii) principal payments with respect to
Indebtedness of Indian River so long as such Indebtedness is not GAAP
Indebtedness of CBI and its consolidated Subsidiaries.

          "Contractual Obligations" shall mean, with respect to any Person, any
term or provision of any securities issued by such Person, or any indenture,
mortgage, deed of trust, contract, undertaking, document, instrument or other
agreement to which such Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.

          "Controlled ERISA Affiliate" shall mean an ERISA Affiliate owned or
controlled by CBII.

          "Coosemupar" shall have the meaning given to such term in Section
9.3(j).

          "Covenant Compliance Agreement" means each agreement pursuant to which
one or more Subsidiaries has, among other things, agreed that it shall not take,
or omit to take any action which would cause either Borrower to be in violation
or breach of this Agreement.

<PAGE>

          "CPF" shall mean Chiquita Processed Foods, L.L.C., a Delaware limited
liability company.

          "CPF Closing" shall mean the "Closing" (as such term is defined in the
CPF Purchase Agreement).

          "CPF Closing Date" shall mean the "Closing Date" (as such term is
defined in the CPF Purchase Agreement).

          "CPF Purchase Agreement" shall have the meaning given to such term in
Section 9.3(j).

          "CPF Sale" shall mean the disposition of 100% of the limited liability
company interests in CPF to Seneca as described in more detail in Section
9.3(j).

          "CPF Sale Proceeds" shall mean the sum of (a) the aggregate cash
proceeds received by Friday Holdings from the CPF Sale, net of (i) direct costs
(including, without limitation, legal, accounting and investment banking fees,
and sales commissions) and (ii) taxes paid or payable as a result thereof plus,
without duplication, (b) the Seneca Share Proceeds.

          "Credit Agreement" shall mean this Second Amended and Restated Credit
Agreement, dated as of the date hereof, as the same may be modified, amended,
extended, restated or supplemented from time to time.

          "Credit Documents" shall mean, collectively, this Credit Agreement,
the Revolving Notes, the Term Loan Notes, the Letters of Credit, the Fee Letter,
the Security Documents, the Guarantees, the Post-Closing Agreement, the Covenant
Compliance Agreement, the German Financing Documents and all other documents,
agreements, instruments, opinions and certificates executed and delivered in
connection herewith or therewith, as the same may be modified, amended,
extended, restated or supplemented from time to time.

          "Credit Parties" shall mean the Borrowers and the Guarantors.

          "CTP" shall mean Chiquita Tropical Products Company, a Delaware
corporation.

          "Default" shall mean an event, condition or default which, with the
giving of notice, the passage of time or both would be an Event of Default.

          "Default Rate" shall have the meaning given to such term in Section
4.2.

          "Defaulting Lender" shall have the meaning given to such term in
Section 2.1(d)(iii).

          "Documents" shall have the meaning given to such term in Section
14.19.

          "DOL" shall mean the U.S. Department of Labor and any successor
department or agency.

<PAGE>

          "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

          "Eligible Accounts Receivable" shall mean the aggregate face amount of
CBI's Accounts that conform to the warranties contained herein, less the
aggregate amount of all customer deposits, returns, discounts, claims, credits,
charges (including warehousemen's charges) and allowances of any nature (whether
issued, owing, granted or outstanding), and less the aggregate amount of all
reserves for slow paying accounts, foreign sales, and bill and hold (or deferred
shipment) transactions. Unless otherwise approved in writing by the Agent, no
Account shall be deemed to be an Eligible Account Receivable if:

          (i)       it arises out of a sale made by CBI to an Affiliate; or

          (ii)      the Account (a) does not require full payment of the
amount thereof  within thirty (30) days of the applicable  sale or (b) is unpaid
more than ninety (90) days after the original due date; or

          (iii)     fifty percent (50%) or more, in face amount, of other
Accounts from such account debtor (or any affiliate thereof) are due or unpaid
more than ninety (90) days after the original due date; or

          (iv)      the amount of the Account, when aggregated with all other
Accounts of such account debtor, exceeds fifteen percent (15%) in face value of
all Accounts of CBI then outstanding, to the extent of such excess; or

          (v)       (A) the account debtor is also a creditor of CBI, to the
extent of the amount owed by CBI to the account debtor, (B) the account debtor
has disputed its liability on, or the account debtor has made any claim with
respect to, such Account or any other Account due from such account debtor to
CBI, which has not been resolved or (C) the Account otherwise is or may become
subject to any right of setoff by the account debtor, to the extent of the
amount of such setoff; or

          (vi)      the Account is owing by an account debtor that has commenced
a voluntary case under the federal bankruptcy laws, as now constituted or
hereafter amended, or made an assignment for the benefit of creditors, or if a
decree or order for relief has been entered by a court having jurisdiction in
the premises in respect to such account debtor in an involuntary case under the
federal bankruptcy laws, as now constituted or hereafter amended, or if any
other petition or other application for relief under the federal bankruptcy laws
has been filed by or against the account debtor, or if such account debtor has
failed, suspended business, ceased to be solvent, or consented to or suffered a
receiver, trustee, liquidator or custodian to be appointed for it or for all or
a significant portion of its assets or affairs; or

          (vii)     the sale is to an account debtor outside the continental
United States or Canada, unless the sale is (A) on letter of credit, guaranty or
acceptance terms, or subject to credit insurance, in each case acceptable to the
Agent in its sole discretion, or (B) otherwise approved by and acceptable to the
Agent in its sole discretion; or

<PAGE>

          (viii)    the sale to the account debtor is on a bill-and-hold,
guaranteed sale, sale-and-return, sale on approval or consignment basis or made
pursuant to any other written agreement providing for repurchase or return; or

          (ix)      the goods giving rise to such Account have not been shipped
and delivered to and accepted by the account debtor or its designee or the
services giving rise to such Account have not been performed by or on behalf of
CBI and accepted by the account debtor or its designee or the Account otherwise
does not represent a final sale; or

          (x)       the Accounts owing by a particular account debtor exceed a
credit limit as to that account debtor determined by the Agent, in its
reasonable discretion, to the extent such Accounts owing by the particular
account debtor exceed such limit; or

          (xi)      the Account is subject to a Lien which has priority over the
Lien of the Agent in such Account other than Liens arising from claims under
PACA; provided however, the Agent shall establish a reserve against Eligible
Accounts Receivable to the extent of such PACA claims;

          (xii)     the Account was acquired by CBI from CBII or any Affiliate
of CBI;

          (xiii)    the Account did not arise from the sale of bananas or
plantains for which Chiquita Brands Company, North America or Chiquita (Canada)
Inc. acted as CBI's sales agent pursuant to a contract approved by the Agent;

          (xiv)     the account debtor with respect to such Account is either
(i) the United States or any department, agency, or instrumentality of the
United States (exclusive, however, of Accounts with respect to which CBI has
complied, to the reasonable satisfaction of Agent, with the Assignment of Claims
Act, 31 USC Section 3727), or (ii) any state of the United States (exclusive,
however, of (y) Accounts owed by any state that does not have a statutory
counterpart to the Assignment of Claims Act, or (z) Accounts owed by any state
that does have a statutory counterpart to the Assignment of Claims Act as to
which CBI has complied to Agent's satisfaction); or

          (xv)      the account debtor with respect to such Account is a
trucking company.

          In addition to the foregoing, Eligible Accounts Receivable shall
include such Accounts as CBI shall request and that the Agent approves in
advance, in writing and in its reasonable judgment.

          "Equity Issuance" shall mean any issuance by CBI or any of its
Subsidiaries to any Person other than to CBI or any of its Subsidiaries or any
direct or indirect parent of CBI of (a) shares of its Capital Stock, (b) any
shares of its Capital Stock pursuant to the exercise of options or warrants or
(c) any shares of its Capital Stock pursuant to the conversion of any debt
securities to equity. The term "Equity Issuance" shall not include any Asset
Disposition.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute.

<PAGE>

          "ERISA Affiliate" shall mean any (i) corporation which is or was at
any time a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Internal Revenue Code) as CBI or any Subsidiary
of CBI; (ii) partnership or other trade or business (whether or not
incorporated) at any time under common control (within the meaning of Section
414(c) of the Internal Revenue Code) with CBI or any Subsidiary of CBI; and
(iii) member of the same affiliated service group (within the meaning of Section
414(m) of the Internal Revenue Code) as CBI or any Subsidiary of CBI, any
corporation described in clause (i) above, or any partnership or trade or
business described in clause (ii) above.

          ""Euro Sub" shall mean Atlanta Finanz Service GmbH & Co. KG (f/k/a
Scipio Immobilien GmbH & Co. KG).

          "Event of Default" shall have the meaning provided for in Article XI.

          "Excluded Chiquita Fresh German Group Entity" shall mean each of the
following Persons:

          -    Atlanta Bratislava
          -    Atlanta Budweis
          -    Atlanta Bulgaria GmbH
          -    BFG Bremische Finanz-beteiligungs-GmbH & Co. KG
          -    Port & Timme Fruchtbeteiligungs-GmbH, Hamburg
          -    T. Port (GmbH & Co.)

          "Excluded Entities" shall mean Frupac and its Subsidiaries and GWF and
its Subsidiaries.

          "Excluded Taxes" shall have the meaning given to such term in Section
2.7.

          "Exempt Assignment" shall have the meaning given to such term in
Section 14.6(c).

          "Existing Commitment" of any Lender means the amount set forth
opposite such Lender's name as its "Existing Commitment" on Schedule 1.1A
hereto, as such amounts may be modified as a result of an assignment hereunder,
or as a result of a reduction pursuant to Section 2.3.

          "Existing Lender" shall mean each of the Lenders with an Existing
Commitment of greater than zero and their respective successors and assigns.

          "Existing Letters of Credit" shall mean those letters of credit listed
on Schedule 1.1B hereto.

          "Existing Loans" shall mean the Revolving Loans and the Original Term
Loans.

          "Existing Required Lenders" shall mean, at any time, Lenders which are
then in compliance with their obligations hereunder (as determined by the Agent)
and holding in the aggregate at least sixty-six and two-thirds percent (66 2/3%)
of (i) the sum of all Existing

<PAGE>

Commitments or (ii) if all the Existing Commitments have been terminated, the
outstanding Original Term Loans, Revolving Loans and participation interests
(including the participation interests of the Issuing Bank in any Letters of
Credit).

          "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate per annum equal, for each day during such period, to the weighted
average of the rates on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average of the quotations for such day
on such transactions received by the Agent from three Federal Funds brokers of
recognized standing selected by it.

          "Fee Letter" shall mean the second amended and restated letter
agreement, dated as of the date hereof, among the Agent, Atcon and CBI regarding
the fees to be paid by CBI and Atcon to the Agent, as amended, restated,
supplemented or otherwise modified from time to time.

          "Fees" shall mean, collectively, the Agent's Fees, the Letter of
Credit Fee and the Issuing Bank Fees payable hereunder.

          "Financials" shall have the meaning given to such term in Section 6.6.

          "Fixed Charge Coverage Ratio" shall mean, for any period, the ratio of
(i) Consolidated EBITDA for such period to (ii) Consolidated Fixed Charges for
such period.

          "Food Security Act" shall mean the Food Security Act of 1985, as
amended, and any successor statute thereto, including all rules and regulations
thereunder, all as the same may be in effect from time to time.

          "Foothill" shall have the meaning given to such term in the preamble
of this Credit Agreement.

          "Foreign Currency Exchange Agreement" shall mean any foreign currency
exchange agreement, hedging agreement, cap, collar or similar agreement entered
into between one or more Credit Parties and any Lender or an affiliate of any
Lender.

          "Foreign Lender" shall have the meaning given to such term in Section
2.7(a).

          "Friday Holdings" shall have the meaning given to such term in Section
9.3(j).

          "Frupac" shall mean Chiquita Frupac, Inc., a Delaware corporation.

          "Funded Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all Indebtedness of such Person other than Indebtedness of the
types referred to in clause (e), (f), (g), (i), (k), (l) and (m) of the
definition of "Indebtedness" set forth in this Section 1.1, (b) all Indebtedness
of another Person of the type referred to in clause (a) above secured by (or for
which the holder of such Funded Indebtedness has an existing right,

<PAGE>

contingent or otherwise, to be secured by) any Lien on, or payable out of the
proceeds of production from, property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed, (c) all guaranties of
such Person with respect to Indebtedness of the type referred to in clause (a)
above of another Person and (d) Indebtedness of the type referred to in clause
(a) above of any partnership or unincorporated joint venture in which such
Person is legally obligated or has a reasonable expectation of being liable with
respect thereto.

          "Funding Bank" shall have the meaning given to such term in Section
4.7.

          "Funding Losses" shall have the meaning given to such term in Section
4.8(b)(ii).

          "GAAP" shall mean generally accepted accounting principles in the
United States of America, in effect from time to time.

          "GAAP Indebtedness" shall mean debt for borrowed money which is or is
required to be reflected as a liability on the balance sheet of the respective
obligor in accordance with GAAP.

          "German Acquisition" shall mean the transactions described on Schedule
1.1F.

          "German Collateral" shall mean any and all assets and rights and
interests in or to property pledged by one or more members of the Chiquita Fresh
German Group from time to time as security for any or all of the obligations
owing in respect of any or all of the German Financing.

          "German Financing" shall mean the Term B Loans and the loans evidenced
by the German Notes.

          "German Financing Documents" shall mean the German Notes, the German
Pledge Agreements, and each other pledge agreement, security agreement, mortgage
or other document, instrument or agreement pursuant to which one or more Persons
grant a lien on any or all of their assets to secure any or all of the German
Financing.

          "German Notes" shall mean (i) that certain promissory note dated the
Closing Date made by Euro Sub to Atcon in the original principal amount of
$65,000,000 and (ii) that certain promissory note dated the Closing Date made by
Atlanta to Euro Sub in the original principal amount of $65,000,000.

          "German Pledge Agreements" shall mean each pledge agreement or similar
agreement pursuant to which the equity, membership interests or partnership
interests, or the equivalent thereof, of any Person (other than Atcon) that is,
now or in the future, a member of the Chiquita Fresh German Group is pledged to
secure any or all of the German Financing.

          "Government Acts" shall have the meaning given to such term in Section
3.8(a).

          "Governmental Authority" shall mean any federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

<PAGE>

          "Guarantees" shall mean the CBI Guarantee, those certain Guarantees
dated as of the Original Closing Date made by certain of the Guarantors in favor
of the Agent (for itself and the Lenders) and each other agreement pursuant to
which any Person unconditionally guarantees the Obligations or any portion
thereof.

          "Guarantors" shall mean CBI in its capacity as a guarantor of Acton's
obligations, each of those Persons listed on Schedule 6.9 hereto as a Guarantor,
each of those Persons that executes a Joinder Agreement to a Guarantee after the
Closing Date and each other Person which unconditionally guarantees any or all
of the Obligations.

          "GWF" shall mean Great White Fleet Ltd., a Bermuda company.

          "Hameico" shall have the meaning given to such term in Section 6.6.

          "Hedging Agreements" shall mean any Interest Rate Protection
Agreement, foreign currency exchange agreement, commodity purchase or option
agreement or other interest or exchange rate or commodity price hedging
agreements.

          "Highest Lawful Rate" shall mean, at any given time during which any
Obligations shall be outstanding hereunder, the maximum nonusurious interest
rate, if any, that at any time or from time to time may be contracted for,
taken, reserved, charged or received on the indebtedness under this Credit
Agreement, under the laws of the State of New York (or the law of any other
jurisdiction whose laws may be mandatorily applicable notwithstanding other
provisions of this Credit Agreement and the other Credit Documents), or under
applicable federal laws which may presently or hereafter be in effect and which
allow a higher maximum nonusurious interest rate than under New York or such
other jurisdiction's law, in any case after taking into account, to the extent
permitted by applicable law, any and all relevant payments or charges under this
Credit Agreement and any other Credit Documents executed in connection herewith,
and any available exemptions, exceptions and exclusions.

          "Inactive Subsidiary" shall mean each Subsidiary (other than a
Guarantor, a Pledgor Entity or a Pledged Party) which (a) owns assets with a
book value of less than $1,000,000 as of the last day of the past fiscal year or
(b) had sales for the past fiscal year of less than $1,000,000 (as of the
Closing Date, the Inactive Subsidiaries are identified as such on Schedule 6.9
hereto as Inactive Subsidiaries).

          "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person issued
or assumed as the deferred purchase price of property or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
and either due within six months of the incurrence thereof or incurred on longer
payment terms for the purchase of cans and related packaging products) which
would appear as liabilities on a balance sheet of such Person, (e) all
obligations of such Person under take-or-pay

<PAGE>

or similar arrangements or under commodities agreements, (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out of
the proceeds of production from, property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed, (g) all
guaranties of such Person with respect to Indebtedness of the type referred to
in this definition of another Person, (h) the principal portion of all
obligations of such Person under Capital Leases, (i) all obligations of such
Person under Hedging Agreements (with the amount thereof, for the purposes of
this Credit Agreement, being the net amount thereof in accordance with GAAP),
(j) the maximum amount of all standby letters of credit issued or bankers'
acceptances facilities created for the account of such Person and, without
duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all
preferred Capital Stock issued by such Person and required by the terms thereof
to be redeemed, or for which mandatory sinking fund payments are due, by a fixed
date, (l) the principal portion of all obligations of such Person under
synthetic leases, tax retention operating leases and other similar off-balance
sheet financing arrangements (but excluding true leases) and (m) the
Indebtedness of any partnership or unincorporated joint venture in which such
Person is a general partner or a joint venturer and for which such Person is
legally obligated.

          "Independent Accountant" shall mean a firm of independent public
accountants of nationally recognized standing selected by CBI, which is
"independent" as that term is defined in Rule 2-01 of Regulation S-X promulgated
by the Securities and Exchange Commission.

          "Indian River" shall mean The Packers of Indian River, Ltd., a limited
partnership formed under the laws of the state of Florida.

          "Initial Lender" shall mean Foothill or Ableco.

          "Insurance Premium Block" shall mean a block on Availability pursuant
to Section 2.1 hereof that is instituted at any time when the sum of (i)
Availability plus (ii) CBI's and its Subsidiaries' (other than any Excluded
Entity's) unrestricted cash and Cash Equivalents, is less than $20,000,000. Such
Insurance Premium Block shall, as of any date of determination, be in an amount
equal to the lesser of (i) the Indebtedness then outstanding and permitted
pursuant to clause (d)(xiv) of the defined term "Permitted Indebtedness," or
(ii) the amount of the insurance premium that would be payable for 90 days of
the insurance policy for which the premium was financed as permitted pursuant to
clause (d)(xiv) of the defined term "Permitted Indebtedness."

          "Interest Period" means, with respect to each LIBOR Rate Loan, a
period commencing on the date of the making of such LIBOR Rate Loan and ending
1, 2, or 3 months thereafter; provided, however, that (a) if any Interest Period
would end on a day that is not a Business Day, such Interest Period shall be
extended (subject to clauses (c)-(e) below) to the next succeeding Business Day,
(b) interest shall accrue at the applicable rate based upon the LIBOR Rate from
and including the first day of each Interest Period to, but excluding, the day
on which any Interest Period expires, (c) any Interest Period that would end on
a day that is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, in which
case such Interest Period shall end on the next preceding Business Day, (d) with
respect to an Interest Period that begins on the last Business Day of a

<PAGE>

calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period), the Interest Period
shall end on the last Business Day of the calendar month that is 1, 2, or 3
months after the date on which the Interest Period began, as applicable, and (e)
CBI may not elect an Interest Period which will end after the Maturity Date.

          "Interest Rate" shall have the meaning given to such term in Section
4.1.

          "Interest Rate Protection Agreement" shall mean any interest rate
protection agreement, foreign currency exchange agreement, commodity purchase or
option agreement or other interest or exchange rate or commodity price hedging
agreements between CBI and any Lender or any affiliate of a Lender.

          "Internal Revenue Service" shall mean the Internal Revenue Service and
any successor agency.

          "Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time, and any successor statute thereto and all rules
and regulations promulgated thereunder.

          "Inventory" shall mean all of CBI's inventory, including without
limitation, (i) all raw materials, work in process, parts, components,
assemblies, supplies and materials used or consumed in CBI's business; (ii) all
goods, wares and merchandise, finished or unfinished, held for sale or lease or
leased or furnished or to be furnished under contracts of service; and (iii) all
goods returned to or repossessed by CBI.

          "Investment" in any Person shall mean (i) the acquisition (whether for
cash, property, services, assumption of Indebtedness, securities or otherwise,
but exclusive of the acquisition of inventory, supplies, equipment and other
property or assets used or consumed in the ordinary course of business of CBI or
its Subsidiaries and Consolidated Capital Expenditures not otherwise prohibited
hereunder) of assets, shares of Capital Stock, bonds, notes, debentures,
partnership, joint ventures or other ownership interests or other securities of
such Person, (ii) any deposit (other than deposits constituting a Permitted
Lien) with, or advance, loan or other extension of credit (other than sales of
inventory or services on credit in the ordinary course of business and payable
or dischargeable in accordance with customary trade terms and sales on credit of
the type described in clauses (c) or (d) of Section 9.3) to, such Person or
(iii) any other capital contribution to or investment in such Person, including,
without limitation, any obligation incurred for the benefit of such Person. In
determining the aggregate amount of Investments outstanding at any particular
time, (a) the amount of any Investment represented by a guaranty shall be taken
at not less than the maximum principal amount of the obligations guaranteed and
still outstanding; (b) there shall be deducted in respect of each such
Investment any amount received as a return of capital (but only by repurchase,
redemption, retirement, repayment, liquidating dividend or liquidating
distribution); (c) there shall not be deducted in respect of any Investment any
amounts received as earnings on such Investment, whether as dividends, interest
or otherwise; and (d) there shall not be deducted from the aggregate amount of
Investments any decrease in the market value thereof.

<PAGE>

          "Issuing Bank" shall mean Foothill or any Person that is acceptable to
the Agent which shall issue an L/C Undertaking for the account of CBI.

          "Issuing Bank Fees" shall have the meaning given to such term in
Section 4.5(b).

          "Joinder Agreement" shall mean an agreement in the form of Exhibit J
attached hereto.

          "L/C Undertaking" shall mean a participation in, or a reimbursement or
indemnification undertaking with respect to, a Letter of Credit.

          "Lender" shall have the meaning given to such term in the preamble of
this Credit Agreement.

          "Lending Party" shall have the meaning given to such term in Section
14.7.

          "Letter of Credit Committed Amount" shall have the meaning given to
such term in Section 3.1.

          "Letter of Credit Documents" shall mean, with respect to any Letter of
Credit, such Letter of Credit, any amendments thereto, any documents delivered
in connection therewith, any application therefor, and any agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for (i) the
rights and obligations of the parties concerned or at risk or (ii) any
collateral security for such obligations.

          "Letter of Credit Fee" shall have the meaning given to such term in
Section 4.5(a).

          "Letter of Credit Obligations" shall mean, at any time, the sum of (i)
the aggregate undrawn amount of all Letters of Credit outstanding at such time,
plus (ii) the aggregate amount of all drawings under Letters of Credit for which
the Issuing Bank has not at such time been reimbursed, paid or repaid, plus
(iii) without duplication, the aggregate amount of all payments made by each
Lender to the Issuing Bank with respect to such Lender's participation in L/C
Undertakings as provided in Section 3.3 for which CBI has not at such time
reimbursed the Lenders, whether by way of a Revolving Loan or otherwise.

          "Letters of Credit" shall mean the stand-by letters of credit issued
by an Underlying Issuer for the account of CBI for which an L/C Undertaking has
been provided or undertaken by the Issuing Lender, and all amendments, renewals,
extensions or replacements thereof.

          "Leverage Ratio" shall mean, for any date of determination, the ratio
of (i) GAAP Indebtedness of CBI and its Subsidiaries (other than CPF and its
Subsidiaries) on that date to (ii) Consolidated EBITDA for the four quarters
ending on such date.

          "Liabilities" shall have the meaning given to such term in Section
2.10.

<PAGE>

          "LIBOR Deadline" shall have the meaning given to such term in Section
4.8(b)(i).

          "LIBOR Notice" means a written notice in the form of Exhibit D-1.

          "LIBOR Option" shall have the meaning given to such term in Section
4.8(a).

          "LIBOR Rate" means, for each Interest Period for each LIBOR Rate Loan,
the rate per annum determined by the Agent (rounded upwards, if necessary, to
the next 1/16%) by dividing (a) the Base LIBOR Rate for such Interest Period, by
(b) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and
as of the effective day of any change in the Reserve Percentage.

          "LIBOR Rate Loan" means each portion of a Revolving Loan or an
Original Term Loan that bears interest at a rate determined by reference to the
LIBOR Rate.

          "Lien" shall mean any lien, license, claim, charge, pledge, security
interest, deed of trust, mortgage, or other encumbrance.

          "Loan" or "Loans" shall mean the Revolving Loans and/or the Term Loans
(or a portion of any Revolving Loan or Term Loan), individually or collectively,
as appropriate.

          "Loan Account" shall have the meaning given to such term in Section
2.5.

          "Material Adverse Change" shall mean (a) a change in the business,
operations, assets, liabilities or condition (financial or otherwise) of CBI and
its Subsidiaries, taken as a whole, or the Collateral, which in either case
would materially and adversely affect the ability of the Borrower Entities,
taken as a whole, to perform their obligations under the Credit Documents, or
(b) a material adverse change in the rights and remedies of the Agent or any
Lender thereunder.

          "Material Adverse Effect" shall mean (a) an effect on the business,
operations, assets, liabilities or condition (financial or otherwise) of CBI and
its Subsidiaries, taken as a whole, or the Collateral, which in either case
would materially and adversely affect the ability of the Borrower Entities,
taken as a whole, to perform their obligations under the Credit Documents, or
(b) a material adverse effect on the rights and remedies of the Agent or any
Lender thereunder.

          "Material Contract" shall mean any contract (other than any of the
Credit Documents), whether written or oral, to which CBI or any of its
Subsidiaries is a party as to which the breach, nonperformance, cancellation or
failure to renew by any party thereto could reasonably be expected to have a
Material Adverse Effect.

          "Maturity Date" shall mean June 7, 2004.

          "Maximum Credit Line" shall mean $167,100,000, as such amount may be
reduced from time to time (A) pursuant to and in accordance with Section 2.3 and
Section 13.12, (B) in connection with each Second Amendment Sale, as the Net
Cash Proceeds of each Second Amendment Sale are used to prepay the Original Term
Loans until an aggregate amount equal to

<PAGE>

$31,500,000 has been prepaid, by the amount so applied to such prepayment, (C)
in connection with the CPF Sale, as CPF Sale Proceeds are used to make
additional prepayments of the Original Term Loans or the Term B Loans (in excess
of the $20,000,000 prepayments which were made on or about the CPF Closing
Date), by the amount so applied to such prepayments, and (D) in connection with
the Second Amendment Sales, as the Net Cash Proceeds of the Second Amendment
Sales are used to make additional prepayments of the Term Loans (in excess of
the $31,500,000 prepayments to be made on the Original Term Loans pursuant to
clause (B) above), by the amount so applied to such prepayments.

          "Minimum Rate" shall have the meaning given to such term in Section
4.1.

          "Mortgages" shall mean each mortgage, security agreement and fixture
filing, deed of trust or other real estate security document executed in favor
of or for the benefit of the Agent and/or the Lenders to secure any or all of
the Obligations.

          "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA and (i) which is, or within the immediately
preceding six (6) years was, contributed to by CBI, any Subsidiary of CBI or any
ERISA Affiliate or (ii) with respect to which CBI or any Subsidiary of CBI may
incur any liability.

          "Net Cash Proceeds" shall mean the aggregate cash proceeds and Cash
Equivalents received by CBI or the applicable Subsidiary in respect of any Asset
Disposition, Specified Asset Disposition or Equity Issuance, net of (a) direct
costs (including, without limitation, legal, accounting and investment banking
fees, and sales commissions) and (b) taxes paid or payable as a result thereof;
it being understood that "Net Cash Proceeds" shall include, without limitation,
any cash received upon the sale or other disposition of any non-cash
consideration received by CBI or the applicable Subsidiary in any Asset
Disposition, Specified Asset Disposition or Equity Issuance.

          "Note" or "Notes" shall mean the Revolving Notes and/or the Term Loan
Notes, individually or collectively, as appropriate.

          "Notice of Borrowing" shall have the meaning given to such term in
Section 2.1(d)(i).

          "Obligations" shall mean the Loans, any other loans and advances or
extensions of credit made or to be made by any Lender to either of the
Borrowers, or to others for the account of either of the Borrowers, in each
case, pursuant to the terms and provisions of this Credit Agreement, together
with interest thereon (including interest which would be payable as
post-petition interest in connection with any bankruptcy or similar proceeding)
and, including, without limitation, any reimbursement obligation or indemnity of
CBI or its Subsidiaries on account of Letters of Credit and all other Letter of
Credit Obligations, and all indebtedness, fees, liabilities and obligations
which may at any time be owing to the Agent or any Lender pursuant to this
Credit Agreement or any other Credit Document, whether now in existence or
incurred from time to time hereafter, whether unsecured or secured by pledge,
Lien upon or security interest in any of CBI's assets or property or the assets
or property of any other Person, whether such indebtedness is absolute or
contingent, joint or several, matured or unmatured, direct or

<PAGE>

indirect and whether CBI or any Subsidiary is liable to the Agent or any Lender
for such indebtedness as principal, surety, endorser, guarantor or otherwise.
Obligations shall also include any other indebtedness owing to the Agent or any
Lender under this Credit Agreement and/or the other Credit Documents, the
liability of either Borrower to any Lender pursuant to this Credit Agreement as
maker or endorser of any promissory note or other instrument for the payment of
money, any liability to the Agent or any Lender pursuant to this Credit
Agreement or any other Credit Document under any instrument of guaranty or
indemnity (including CBI's and the other Guarantors' guaranty of the Term B
Loans), or arising under any guaranty, endorsement or undertaking which the
Agent or any Lender may make or issue to others for the account of either
Borrower pursuant to this Credit Agreement, including any accommodation extended
with respect to applications for Letters of Credit, all liabilities and
obligations owing from either Borrower to the Agent or any Lender, or any
affiliate of the Agent or a Lender, arising under Interest Rate Protection
Agreements entered into for the purpose of hedging interest rate risk under this
Credit Agreement, and all liabilities and obligations owing from either Borrower
arising under one or more Foreign Currency Exchange Agreements.

          "Operative Documents" shall mean the Credit Documents and the Security
Documents.

          "Orderly Liquidation Value" shall mean the value of the trademarks and
related rights owned by CBI, as set forth in the Appraisal.

          "Original Closing Date" shall mean March 7, 2001.

          "Original Credit Agreement" shall have the meaning given to
such term in the recitals to this Credit Agreement.

          "Original Credit Parties" shall mean the Persons which were "Credit
Parties" as defined in the Original Credit Agreement on the Original Closing
Date.

          "Original Obligations" shall mean "Obligations" as defined in the
Original Credit Agreement and as defined in the Amended and Restated Credit
Agreement.

          "Original Term Loan Notes" shall have the meaning given to such term
in Section 2.2(e).

          "Original Term Loans" shall mean "Term Loans" as defined in the
Original Credit Agreement.

          "Other Taxes" shall have the meaning given to such term in Section
2.7(c).

          "PACA" shall mean the Perishable Agricultural Commodities Act, 7
U.S.C. Section 499.

          "PAFCO" shall mean Puerto Armuelles Fruit Co., Ltd.

          "PAFCO Framework Agreement" shall have the meaning given to
such term in Section 9.3(j).

<PAGE>

          "PAFCO Investment" shall have the meaning given to such term in
Section 9.3(j).

          "PAFCO Loan" shall mean an extension of credit in the amount of Five
Million Dollars ($5,000,000) by CIL to Coosemupar, either directly or through a
participation in a loan to be granted by Banco Nacional de Panama or another
bank or financial institution to Coosemupar.

          "PAFCO Sale" shall mean the disposition of all or substantially all of
the banana plantation assets owned by PAFCO to Coosemupar as described in more
detail in Section 9.3(j).

          "Participant Register" shall have the meaning given to such term in
Section 14.6(l).

          "PBGC" shall mean the Pension Benefit Guaranty Corporation and any
Person succeeding to the functions thereof.

          "Permitted Acquisitions" shall mean the German Acquisition or an
Acquisition by any Borrower Entity of an Acquired Company which Acquisition
complies with the following requirements (in each case to the satisfaction of
the Agent): (i) the Acquired Company shall be an operating company that engages
in a line of business substantially similar to the business that one or more
Borrower Entities engaged in on the Original Closing Date (or if such
acquisition is consummated by one or more members of the Chiquita Fresh German
Group, the Acquired Company shall be an operating company that engages in a line
of business substantially similar to the business, and in substantially the same
geographic area, that one or more members of the Chiquita Fresh German Group
engaged in on the Closing Date), (ii) the Agent shall have received, if
available, a review of the financial condition of the Acquired Company conducted
by a firm of independent certified public accountants of nationally recognized
standing reasonably acceptable to the Agent and such other reports and analyses
in connection with the Acquisition as the Agent may reasonably request and an
internal summary of the results of the Borrower Entity's due diligence and/or
its economic justification for such Acquisition and the bases therefor
(excluding any information in any such report, analyses or summary to which the
attorney client privilege applies), (iii) the Agent shall have completed a field
examination relating to the applicable Acquired Company and the results thereof
are satisfactory to the Agent, (iv) the Agent shall have received all items
required by Sections 7.9, 7.10 and 7.16 in connection with the Acquired Company,
(v) in the case of an Acquisition of the Capital Stock of another Person, the
board of directors (or other comparable governing body) of such other Person
shall have duly approved such Acquisition, (vi) CBI shall have delivered to the
Agent a pro forma compliance certificate demonstrating that, upon giving effect
to such Acquisition on a pro forma basis, CBI and its Subsidiaries shall be in
compliance with all of the covenants set forth in Article VIII and no Default or
Event of Default shall exist immediately prior to or immediately after the
consummation of the Acquisition, and (viii) CBI shall have delivered to the
Agent all Acquisition Documents in connection with such Permitted Acquisition
which documents shall be reasonably satisfactory to the Agent.

          "Permitted Indebtedness" shall mean Indebtedness which meets all of
the following tests at the time it is incurred: (a) if such Indebtedness is
incurred after the Original Closing Date, CBI, on a pro forma basis and assuming
such Indebtedness is incurred, would be

<PAGE>

in compliance with the financial covenants set forth herein, (b) after giving
effect to the incurrence of such Indebtedness, the aggregate principal amount of
all GAAP Indebtedness of CBI and its Subsidiaries (including without
duplication, GAAP Indebtedness owing under the Credit Documents and GAAP
Indebtedness of Excluded Entities, but excluding Indebtedness owing by CBI to
CBII and evidenced by that certain Subordinated Promissory Note dated December
31, 2000 in an original principal amount equal to $40,000,000) at such time (i)
does not exceed $540,000,000 at any time on a consolidated basis, or (ii) does
not, when added, without duplication, to all Indebtedness of such Persons of the
types described in clauses (f), (g), (j), (l) or (m) of the definition of
Indebtedness (but, in the case of clause (m), excluding Indebtedness of CTP
arising solely by virtue of its role as general partner of Indian River), exceed
$565,000,000 at all times, (c) after giving effect to the incurrence of such
Indebtedness, the aggregate principal amount of all GAAP Indebtedness of CBI and
its Subsidiaries (including without duplication, GAAP Indebtedness owing under
the Credit Documents and GAAP Indebtedness of Excluded Entities (other than CPF
and its Subsidiaries) but excluding Indebtedness owing by CBI to CBII and
evidenced by that certain Subordinated Promissory Note dated December 31, 2000
in an original principal amount equal to $40,000,000) at such time (i) does not
exceed $360,000,000 at any time, on a consolidated basis, or (ii) does not, when
added, without duplication, to all Indebtedness of such Persons of the types
described in clauses (f), (g), (j), (l) or (m) of the definition of Indebtedness
(but, in the case of clause (m), excluding Indebtedness of CTP arising solely by
virtue of its role as general partner of Indian River), exceed $385,000,000 at
all times and (d) Indebtedness which consists of:

          (i)       Indebtedness owing to the Agent and the Lenders with respect
to the Revolving Loans, the Term Loans, the Letters of Credit or otherwise,
pursuant to the Credit Documents;

          (ii)      trade payables incurred in the ordinary course of the
business and other payment obligations under grower contracts entered into in
the ordinary course of business;

          (iii)     purchase money Indebtedness (including Capital Leases)
incurred after the Original Closing Date by CBI or any of its Subsidiaries not
otherwise constituting Permitted Indebtedness and incurred to finance the
purchase of fixed assets provided that (A) the total of all such Indebtedness
for all such Persons taken together shall not exceed an aggregate principal
amount of $10,000,000 at any one time outstanding (excluding any such
Indebtedness referred to in clause (v) immediately below); (B) such Indebtedness
when incurred shall not exceed the purchase price of the asset(s) financed; and
(C) no such Indebtedness shall be refinanced for a principal amount in excess of
the principal balance outstanding thereon at the time of such refinancing;

          (iv)      obligations of CBI or any of its Subsidiaries in respect of
Hedging Agreements entered into in order to manage existing or anticipated
interest rate or exchange rate risks or commodity price fluctuations and not for
speculative purposes;

          (v)       (a) Indebtedness described on Schedule 1.1D attached hereto
and any refinancings or replacements of such Indebtedness; provided that the
aggregate principal amount of such Indebtedness is not increased, the scheduled
maturity dates of such Indebtedness are not shortened and such refinancing is on
terms and conditions no more restrictive than the terms and

<PAGE>

conditions of the Indebtedness being refinanced and (b) Indebtedness consisting
of the German Financing;

          (vi)      unsecured Indebtedness owing to CBI or a Subsidiary by CBI
or a Subsidiary, as long as the related Investment is permitted hereunder;

          (vii)     Indebtedness of Persons who are members of the Chiquita
Fresh European Group as long as (i) such Indebtedness is non-recourse to CBI and
each of its Subsidiaries which is not a member of the Chiquita Fresh European
Group, and (ii) such Indebtedness, when added to the aggregate principal amount
of all other Indebtedness of the members of the Chiquita Fresh European Group
(other than Indebtedness described in clause (vi) above), is in an aggregate
outstanding principal amount not to exceed $30,000,000 at any time and is
otherwise not prohibited by any document or instrument to which one or more
members of the Chiquita Fresh European Group is a party;

          (viii)    Indebtedness of Persons who are members of the Chiquita
Fresh German Group as long as (i) such Indebtedness is non-recourse to CBI and
each of its Subsidiaries which is not a member of the Chiquita Fresh German
Group, and (ii) such Indebtedness, when added to the aggregate principal amount
of all other Indebtedness of the members of the Chiquita Fresh German Group
(other than Indebtedness incurred pursuant to the German Financing and
Indebtedness described in clause (vi) above or described on Schedule 1.1D), is
in an aggregate outstanding principal amount not to exceed $1,000,000 at any
time and is otherwise not prohibited by any document or instrument to which one
or more members of the Chiquita Fresh German Group is a party;

          (ix)      Indebtedness of Persons who are members of the Chiquita
Fresh Latin American Group as long as (i) such Indebtedness is non-recourse to
CBI and each of its Subsidiaries which is not a member of the Chiquita Fresh
Latin American Group and such Indebtedness is otherwise not prohibited by any
document or instrument to which one or more members of the Chiquita Fresh Latin
American Group is a party, and (ii) such Indebtedness, when added to the
aggregate principal amount of all other Indebtedness of the members of the
Chiquita Fresh Latin American Group (but excluding Back-to-Back Loans and other
Indebtedness described in clause (vi) above), is in an aggregate outstanding
principal amount not to exceed $35,000,000 at any time;

          (x)       Indebtedness of GWF and its Subsidiaries as long as (i) such
Indebtedness is non-recourse to CBI and each of its Subsidiaries (other than
GWF) which is not a Subsidiary of GWF and such Indebtedness is otherwise not
prohibited by any document or instrument to which GWF or one or more of its
Subsidiaries is a party and (ii) the aggregate outstanding principal amount of
all such Indebtedness of GWF and its Subsidiaries, when added to the aggregate
principal amount of all other Indebtedness of GWF and its Subsidiaries (other
than Indebtedness described in clause (vi) above), does not exceed $225,000,000
at any time;

          (xi)      Indebtedness of CPF and its Subsidiaries as long as (i) such
Indebtedness is non-recourse to CBI and each of its Subsidiaries (other than
CPF) which is not a Subsidiary of CPF and is otherwise not prohibited by any
document or instrument to which CPF or one or more of its Subsidiaries is a
party and (ii) the aggregate outstanding principal amount of all such

<PAGE>

Indebtedness of CPF and its Subsidiaries when added to the aggregate principal
amount of all other Indebtedness of CPF and its Subsidiaries (other than
Indebtedness described in clause (vi) above), does not exceed $200,000,000 at
any time;

          (xii)     Indebtedness of Frupac or its Subsidiaries as long as (i)
such Indebtedness is non-recourse to CBI or any of its Subsidiaries (other than
Frupac) which is not a Subsidiary of Frupac and is otherwise not prohibited by
any document or instrument to which Frupac or one or more of its Subsidiaries is
a party and (ii) the aggregate outstanding principal amount of all such
Indebtedness of Frupac and its Subsidiaries when added to the aggregate
principal amount of all other Indebtedness of Frupac and its Subsidiaries (other
than Indebtedness described in clause (vi) above), does not exceed $25,000,000
at any time;

          (xiii)    Indebtedness of CTP arising solely from its status as a
general partner of Indian River;

          (xiv)     Indebtedness in an amount not to exceed $15,000,000
outstanding at any time incurred by CBI to finance the payment of insurance
premiums;

          (xv)      such other Indebtedness as the Aggregate Required Lenders in
their sole and absolute discretion approve in writing; provided, however, if
such other Indebtedness involves solely the Chiquita Fresh German Group, then
such other Indebtedness shall not require the approval of the Aggregate Required
Lenders, but shall require the approval in writing, in their sole discretion, of
the Term B Required Lenders;

          (xvi)     Indebtedness of one or more Subsidiaries to the extent, and
solely to the extent, that the related Investment in such Subsidiary is
permitted pursuant to clause (xxx) of the definition of "Permitted Investments";
and

          (xvii)    Indebtedness of Atlanta or Eurosub owing to CBI to the
extent, and solely to the extent, that the related Investment by CBI in Atlanta
or Eurosub is permitted pursuant to clause (xxxi) of the definition of
"Permitted Investments".

          "Permitted Investments" shall mean:

          (i)       Cash Equivalents;

          (ii)      interest-bearing demand or time deposits (including
certificates of deposit) which are insured by the Federal Deposit Insurance
Corporation ("FDIC") or a similar federal insurance program; provided, however,
that CBI may, in the ordinary course of business, maintain in its operating
accounts from time to time amounts in excess of then applicable FDIC or other
program insurance limits;

          (iii)     Investments existing on the Original Closing Date and set
forth on Schedule 1.1E attached hereto (including capitalization of any
intercompany advances shown thereon);

          (iv)      advances to officers, directors and employees of CBII, CBI
or any of CBI's Subsidiaries for expenses incurred or anticipated to be incurred
in the ordinary course as

<PAGE>

long as (a) no advances to any one Person are in excess of $250,000 in the
aggregate at any time outstanding (except for a one-time $750,000 advance to one
employee) and (b) all such advances do not exceed $5,000,000 in the aggregate at
any time outstanding;

          (v)       Qualified Investments made in or to a Secured Credit Party;

          (vi)      Qualified Investments made by Persons other than members
of the Chiquita Fresh European Group in or to one or more Persons who are, as of
the Closing Date, members of the Chiquita Fresh Latin American Group (or Persons
which are Wholly-Owned Subsidiaries of such members of the Chiquita Fresh Latin
America Group) (it being agreed that a Back-to-Back Loan to any member of the
Chiquita Fresh Latin American Group shall, solely for the purposes of this
clause, constitute an Investment in or to such member of the Chiquita Fresh
Latin American Group and not an Investment in or to the applicable lender);

          (vii)     Qualified Investments made by Persons (other than members
of the Chiquita Fresh Latin American Group) in or to one or more Persons who
are, as of the Closing Date, members of the Chiquita Fresh European Group (or
Persons which are Wholly-Owned Subsidiaries of such members of the Chiquita
Fresh European Group), as long as the aggregate amount thereof made after the
Original Closing Date does not exceed $15,000,000 less any Qualified Investments
made by Persons pursuant to clause (viii) below;

          (viii)    Qualified Investments made by Persons (other than members of
the Chiquita Fresh Latin American Group) in or to one or more Persons who are,
as of the Closing Date, members of the Chiquita Fresh German Group (or Persons
which are Wholly-Owned Subsidiaries of such members of the Chiquita Fresh German
Group), as long as the aggregate outstanding amount thereof (A) does not exceed
(1) at all times prior to May 30, 2003, $15,000,000 or (2) at all times
thereafter, $10,000,000 and (B) when added to the aggregate outstanding amount
of Qualified Investments made by Persons pursuant to clause (vii) above, does
not exceed $15,000,000;

          (ix)      Qualified Investments made by Persons who are members of the
Chiquita Fresh European Group in or to one or more Persons who are, as of the
Closing Date, members of the Chiquita Fresh European Group (or Persons which are
Wholly-Owned Subsidiaries of such members of the Chiquita Fresh European Group);

          (x)       Qualified Investments made by Persons who are members of the
Chiquita Fresh German Group in or to one or more Persons who are, as of the
Closing Date, members of the Chiquita Fresh German Group (or Persons which are
Wholly-Owned Subsidiaries of such members of the Chiquita Fresh German Group);

          (xi)      Qualified Investments (other than those permitted pursuant
to clause (vi) above) made by Persons who are members of the Chiquita Fresh
Latin American Group as long as the aggregate outstanding amount thereof made
after the Original Closing Date does not exceed $15,000,000 at any one time;

          (xii)     Qualified Investments (other than those permitted pursuant
to clause (vii) or (ix) above) made by Persons who are members of the Chiquita
Fresh European Group as long

<PAGE>

as the aggregate outstanding amount thereof made after the Original Closing Date
does not exceed $10,000,000 at any one time;

          (xiii)    Qualified Investments (other than those permitted pursuant
to clause (viii) or (x) above) made by Persons who are members of the Chiquita
Fresh German Group as long as the aggregate outstanding amount thereof made
after the Closing Date does not exceed $1,000,000 at any one time;

          (xiv)     Qualified Investments made by the Secured Credit Parties
(other than Investments made in or to a member of the Chiquita Fresh Latin
American Group, members of the Chiquita Fresh European Group, an Excluded Entity
or an Inactive Subsidiary) as long as the aggregate outstanding amount thereof
made after the Original Closing Date does not exceed $15,000,000 at any time;

          (xv)      Investments made at a time when no Event of Default has
occurred and is continuing (A) (other than by Excluded Entities or one or more
members of the Chiquita Fresh German Group) in independent growers in the
ordinary course of business as long as the aggregate outstanding balance thereof
does not exceed $10,000,000 at any time or (B) by one or more members of the
Chiquita Fresh German Group in independent growers in the ordinary course of
business as long as the aggregate outstanding balance thereof does not exceed
$2,000,000 at any time;

          (xvi)     Investments made by one or more Excluded Entities;

          (xvii)    Loans made by CBI to Frupac which do not exceed $25,000,000
outstanding at any time during the months of September to June and which do not
exceed $10,000,000 outstanding at any time during the months of July and August;

          (xviii)   Loans made by Chiquita Banana Company B.V., a Netherlands
company, to CIL;

          (xix)     [intentionally omitted]

          (xx)      Investments consisting of securities or debt instruments
which are proceeds of Specified Asset Dispositions or Asset Dispositions (to the
extent permitted by Section 9.3);

          (xxi)     Investments described on Schedule 9.3A;

          (xxii)    A loan to CBII for Permitted Restructuring Expenses or any
transfer of funds as permitted by Section 9.6;

          (xxiii)   such other Investments as the Aggregate Required Lenders in
their sole discretion approve in writing; provided, however, if such other
Investments involve solely the Chiquita Fresh German Group, then such other
Investments shall not require the approval of the Aggregate Required Lenders,
but shall require the approval in writing, in their sole discretion, of the Term
B Required Lenders;

<PAGE>


          (xxiv)    advances to CTP solely to the extent necessary to permit
CTP to make capital expenditures;

          (xxv)     advances consisting of the payment of insurance premiums by
CBI on insurance policies that insure CBI and one or more Subsidiaries, Excluded
Entities or CBII, as long as each such advance is repaid to CBI by the
applicable Subsidiary (other than Secured Credit Parties), Excluded Entity or
CBII within 90 days after the date on which such advance was made;

          (xxvi)    advances consisting of payment of insurance claim
deductibles and self-insured retentions by CBI on liability insurance policies
that insure CBI and one or more Subsidiaries, Excluded Entities or CBII,
provided (a) each such advance is repaid to CBI by the applicable Subsidiary
(other than Secured Credit Parties), Excluded Entity or CBII within 90 days
after the date on which such advance was made; and (b) the aggregate amount of
such advances outstanding at any given time, excluding those made on behalf of
the Secured Credit Parties, does not exceed $1,000,000;

          (xxvii)   indemnity obligations incurred by CBI to secure the payment
of insurance claim deductibles and self-insured retentions and to support
operational bonding obligations of one or more Subsidiaries, Excluded Entities
or CBII, provided that (a) any payment made by CBI in compliance with such
indemnity obligation is repaid to CBI by the applicable Subsidiary (other than
Secured Credit Parties), Excluded Entity or CBII within 90 days after the date
on which such payment was made, (b) any letters of credit issued for the account
of CBI shall be Letters of Credit; and (c) the aggregate amount of the indemnity
obligation of CBI shall not exceed $3,000,000 for Subsidiaries (other than
Secured Credit Parties), Excluded Entities or CBII for any given annual policy
year;

          (xxviii)  Investments made in or to Excluded Entities or Exportadora
Chiquita-ENZA Chile Limitada (other than those made by an Excluded Entity) as
long as (a) all such Investments made after March 6, 2002, do not exceed
$3,000,000 in the aggregate at any time outstanding and (b) at the time of any
such Investment (i) no Event of Default shall have occurred and be continuing
and (ii) the sum of Availability plus CBI and its Subsidiaries' (other than any
Excluded Entity's) unrestricted cash and Cash Equivalents shall be equal to at
least $65,000,000;

          (xxix)    Investments made in or to any newly formed or newly acquired
Subsidiary or to an Inactive Subsidiary that is ceasing to be an Inactive
Subsidiary where such Subsidiary has not yet signed applicable Joinder
Agreements, Security Agreements, Guaranty Agreements or Pledge Agreements if
required by the terms of this Agreement, provided, however, that (i) notice was
provided to the Agent within sixty (60) Business Days after such Subsidiary was
formed or acquired or ceased to be an Inactive Subsidiary and (ii) all such
Investments shall not exceed $500,000 per Subsidiary and $1,000,000 in the
aggregate at any time outstanding;

          (xxx)     Investments made in one or more Subsidiaries (other than
Atlanta or Euro Sub) in an aggregate amount not to exceed at any time (A) the
aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF
Sale Proceeds minus (B) the aggregate

<PAGE>

amount paid to CBII pursuant to Section 9.6(e) minus (C) the aggregate amount
invested pursuant to clause (xxxi) of the definition of Permitted Investments
minus, without duplication, (D) the aggregate amount of the Net Cash Proceeds
from Second Amendment Sales and CPF Sale Proceeds applied directly or indirectly
to repay Loans, as long as (1) all amounts invested pursuant to this clause
(xxx) shall, promptly upon the applicable Subsidiary's receipt thereof, be used
to pay Indebtedness of such Subsidiary or of one or more Subsidiaries of such
Subsidiary, (2) no Default or Event of Default shall have occurred and be
continuing at the time of such Investments (or would result therefrom) and (3)
simultaneously with the making of such Investment, CBI notifies Agent of such
Investment; and

          (xxxi)Investments by CBI or its Subsidiaries in Atlanta or Euro
Sub in an aggregate amount not to exceed at any time (A) the aggregate amount of
the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds minus
(B) the aggregate amount paid to CBII pursuant to Section 9.6(e) minus (C) the
aggregate amount invested pursuant to clause (xxx) of the definition of
Permitted Investments minus, without duplication, (D) the aggregate amount of
the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied
directly or indirectly to repay Loans, as long as (1) to the extent such
Investments are made in Atlanta, Atlanta promptly and in any event within two
(2) Business Days, use the proceeds of such Investments for so long as the
German Note executed by Atlanta in favor of Euro Sub is in effect, to repay
obligations owing by Atlanta to Euro Sub evidenced by such German Note, and
thereafter, to make an Investment in all events permitted hereby in Euro Sub,
(2) Euro Sub promptly, and in any event within two Business Days, uses the
proceeds of such Investments (or, for so long as the German Note executed by
Atlanta in favor of Euro Sub is in effect, repayment in the case of an
Investment in Atlanta which Atlanta then uses to repay obligations owing by
Atlanta to Euro Sub evidenced by such German Note) to repay obligations owing by
Euro Sub to Atcon evidenced by a German Note and (3) Atcon is, as a result of
the limited waivers provided pursuant to the Second Amendment and Second Limited
Waiver, permitted to use, and Atcon immediately uses, the proceeds of such
repayment to make a repayment of Term B Loans;

          Notwithstanding the foregoing, Permitted Investments shall not include
(i) Investments made in or to an Inactive Subsidiary (other than Investments
permitted pursuant to clauses (iii), (xxv), (xxvi), (xxvii) or (xxviii) above);
(ii) Investments made in or to an Excluded Entity (other than Investments
permitted pursuant to clauses (iii), (xvii), (xix), (xxv), (xxvi), (xxvii),
(xxviii) or (xxx) above and Investments made by an Excluded Entity"); (iii)
Investments (other than as described in clause (xxii), (xxv), (xxvi) or (xxvii)
above) made in or to CBII or any Subsidiary of CBII which is not CBI or a
Subsidiary of CBI; and (iv) investments in or to CTP other than those permitted
pursuant to clause (xxiv) above.

          "Permitted Liens" shall mean

          (i)       Liens granted to the Agent or the Lenders or any affiliate
of a Lender pursuant to any Credit Document;

          (ii)      Liens listed on Schedule 1.1C attached hereto;

<PAGE>

          (iii)     Liens on fixed assets securing purchase money Indebtedness
(including Capital Leases) to the extent permitted under Section 9.2, provided
that (A) any such Lien attaches to such assets concurrently with or within
thirty (30) days after the acquisition thereof and only to the assets to be
acquired and (B) a description of the assets so acquired is furnished to the
Agent;

          (iv)      Liens of warehousemen, mechanics, materialmen, workers,
repairmen, fillers, packagers, processors, common carriers, landlords and other
similar Liens arising by operation of law or otherwise, not waived in connection
herewith, for amounts that are not yet due and payable or which are being
diligently contested in good faith by CBI by appropriate proceedings, provided
that in any such case an adequate reserve is being maintained by CBI for the
payment of same;

          (v)       attachment or judgment Liens individually or in the
aggregate not in excess of $250,000 (exclusive of (a) any amounts that are duly
bonded to the satisfaction of the Agent in its reasonable judgment or (b) any
amount adequately covered by insurance as to which the insurance company has
acknowledged in writing its obligations for coverage);

          (vi)      Liens for taxes, assessments or other governmental charges
not yet due and payable or which are being diligently contested in good faith by
CBI or the applicable Subsidiary charged with such Lien by appropriate
proceedings, provided that in any such case an adequate reserve is being
maintained by CBI for the payment of same in accordance with GAAP;

          (vii)     deposits or pledges to secure obligations under workmen's
compensation, social security or similar laws, or under unemployment insurance;

          (viii)    deposits or pledges to secure bids, tenders, contracts
(other than contracts for the payment of money), leases, regulatory or statutory
obligations, surety and appeal bonds and other obligations of like nature
arising in the ordinary course of business;

          (ix)      Liens arising from claims under PACA;

          (x)       Liens on assets of GWF, CPF or Frupac or their respective
Subsidiaries to secure Indebtedness of one or more of such Persons as long as
the owner of the assets which are the subject of such Liens is the primary
obligor on such Indebtedness (or is a Subsidiary or parent of such primary
obligor, provided that, in the case of a parent, such parent is an Excluded
Entity), and as long as the applicable Indebtedness is permitted pursuant to
clause (d)(x), (d)(xi), (d)(xii) or (d)(xiii) of the definition of Permitted
Indebtedness herein;

          (xi)      Liens on assets of a Person (other than on Collateral or
assets intended to constitute Collateral) to secure Indebtedness of such Person
permitted hereunder;

          (xii)     Liens on insurance proceeds and unearned insurance premiums
which secure the Permitted Indebtedness described in clause (d)(xiv) of the
definition of Permitted Indebtedness; and

          (xiii)    such other Liens as the Aggregate Required Lenders in their
sole and absolute discretion approve in writing; provided, however, if such
other Liens involve solely the

<PAGE>

Chiquita Fresh German Group, then such other Liens shall not require the
approval of the Aggregate Required Lenders, but shall require the approval in
writing, in their sole discretion, of the Term B Required Lenders.

          "Permitted Restructuring Expenses" shall mean payments made on or
before March 31, 2002 to or for the benefit of CBII for legal, investment
banking and other professional fees and related expenses (including court costs)
incurred in connection with the proposed restructuring of CBII's Indebtedness
and which are made at a time when all of the following conditions are satisfied:
(i) no Event of Default has occurred and is continuing (or would be caused
thereby); (ii) the average Availability plus CBI's and its Subsidiaries' (other
than any Excluded Entity's) unrestricted cash and Cash Equivalents for the
thirty (30) day period ending ten (10) days prior to the date of such payment
was at least $20,000,000; (iii) the amount of such payment, when added to all
other payments made during such fiscal quarter, other than any payment of the
"Restructuring Fee" to The Blackstone Group as contemplated by clause (iv) below
and other than any payment of the fee payable to Houlihan, Lokey, Howard & Zukin
as contemplated by clause (vi) below, does not exceed $3,000,000; provided that
if the total of all such payments made under this clause (iii) in any fiscal
quarter shall be less than $3,000,000, the unutilized portion of such $3,000,000
permitted payment may be carried forward into subsequent fiscal quarters so long
as aggregate payments, other than any payment of the "Restructuring Fee", of
more than $6,000,000 are not made in any fiscal quarter; (iv) if the payment is
to fund payment of the "Restructuring Fee" owing to The Blackstone Group
pursuant to that certain engagement letter between The Blackstone Group and CBII
dated November 6, 2000, the amount of such payment shall not exceed the lesser
of the maximum amount owing for that fee and $7,600,000; (v) if the payment is
made after the commencement of any bankruptcy, insolvency, arrangement,
reorganization, receivership or similar proceeding by or against CBII, the
payment shall be made by way of a loan from CBI to CBII which is protected by an
appropriate court order which is acceptable to the Agent and the Existing
Required Lenders and specifically assigned to the Agent as Collateral; and (vi)
if the payment is to CBII to permit CBII to pay the success fee of Houlihan
Lokey Howard & Zukin, such success fee shall not exceed $5,000,000.

          "Person" shall mean any individual, sole proprietorship, partnership,
joint venture, limited liability company, trust, unincorporated organization,
association, corporation, institution, entity, party or government (including
any division, agency or department thereof), and, as applicable, the successors,
heirs and assigns of each.

          "Pledge Agreements" shall mean (i) that certain Stock Pledge Agreement
dated as of the Original Closing Date between the pledgors named therein and the
Agent, (ii) that certain LLC Pledge Agreement dated as of the Original Closing
Date between the pledgors named therein and the Agent, (iii) the German Pledge
Agreements, and (iv) each other agreement (other than a Security Agreement)
pursuant to which the equity of any Person is pledged to the Agent to secure any
of the Obligations.

          "Pledged Party" shall mean each Person (other than a Credit Party)
whose equity, in whole or in part, is pledged to the Agent to secure any of the
Obligations.

<PAGE>

          "Pledgor Entity" means each Person which has pledged equity in a
Pledged Party to the Agent to secure the Obligations.

          "Portfolio Sale" shall have the meaning given to such term in Section
14.6(c).

          "Post-Closing Agreement" shall mean that certain Post-Closing
Agreement, dated as of the date hereof, among the Borrowers and the Agent.

          "Prime Rate" shall mean the rate which Wells Fargo announces from time
to time as its prime lending rate, as in effect from time to time. The Prime
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer. Wells Fargo (and its affiliates) may make
commercial loans or other loans at rates of interest at, above or below the
Prime Rate.

          "Prime Rate Loan" means each portion of a Loan that bears interest at
a rate determined by reference to the Prime Rate.

          "Pro Rata Share" of any (i) Existing Lender means a fraction, the
numerator of which is such Existing Lender's Existing Commitment and the
denominator of which is the sum of all Existing Lenders' Existing Commitments;
provided, however, in the event that all Existing Commitments have been
terminated or reduced to zero, Pro Rata Share shall be determined according to
the Existing Commitments in effect immediately prior to such termination and
(ii) Term B Lender means a fraction, the numerator of which is such Term B
Lender's Term B Loan Commitment and the denominator of which is the sum of all
Term B Lenders' Term B Loan Commitments; provided, however, that after each Term
B Lender has funded its portion of the Term B Loans, Pro Rata Share of any Term
B Lender shall mean a fraction, the numerator of which is such Term B Lender's
outstanding Term B Loans and the denominator of which is the sum of all
outstanding Term B Loans.

          "Process Agent" shall have the meaning given to such term in Section
14.3.

          "Proprietary Rights" shall have the meaning given to such term in
Section 6.18.

          "Qualified Investment" means an Investment which meets all of the
following tests: (i) it is made when no Default or Event of Default has occurred
and is continuing (or would be caused thereby), (ii) it is made to a Person
which is Solvent after giving effect to such Investment but ignoring
intercompany liabilities to CBI and its Subsidiaries (provided, however, that
Investments in an aggregate amount not to exceed $3,000,000 per fiscal year may
be made in Persons without regard to this clause (ii) as long as such
Investments otherwise are "Qualified Investments"); (iii) if it is a loan, it is
made to a Person which is not subject to any restriction, contractual or
otherwise, that would prohibit or restrain it from returning or repaying such
Investment, (iv) if it is an Investment described in clauses (xi), (xii), (xiii)
or (xiv) of the definition of Permitted Investments, it is made when CBI,
immediately after giving effect thereto, has Availability of at least
$10,000,000 and (v) if such Investment is an Acquisition, it constitutes a
Permitted Acquisition.

<PAGE>

          "Qualified Refinancing" shall mean a refinancing of this Credit
Agreement in which all of the Obligations are paid in full in cash and for which
Ableco or Foothill or an Affiliate thereof is agent.

          "Rating Agencies" shall have the meaning given to such term in Section
2.10.

          "Register" shall have the meaning given to such term in Section
14.6(f).

          "Registered Loan" shall have the meaning given to such term in Section
2.5(b).

          "Registered Note" shall have the meaning given to such term in Section
2.5(b).

          "Reportable Event" shall mean any of the events described in Section
4043 of ERISA and the regulations thereunder.

          "Reserve Percentage" means, on any day, for any Lender, the maximum
percentage prescribed by the Board of Governors of the Federal Reserve System
(or any successor Governmental Authority) for determining the reserve
requirements (including any basic, supplemental, marginal, or emergency
reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as "eurocurrency liabilities") of that Lender, but so
long as such Lender is not required or directed under applicable regulations to
maintain such reserves, the Reserve Percentage shall be zero.

          "Restricted Payment" shall mean (i) any cash dividend or other cash
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of CBI or any of its Subsidiaries, as the case may be, now or
hereafter outstanding, (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
shares of any class of Capital Stock of CBI or any of its Subsidiaries now or
hereafter outstanding by CBI or any of its Subsidiaries, as the case may be,
except for any redemption, retirement, sinking funds or similar payment payable
solely in such shares of that class of stock or in any class of stock junior to
that class, (iii) any cash payment made to redeem, purchase, repurchase or
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire any shares of any class of Capital Stock of CBI or any
of its Subsidiaries now or hereafter outstanding, or (iv) any payment to any
Affiliate of CBI except to the extent expressly permitted in this Credit
Agreement.

          "Retiree Health Plan" shall mean an "employee welfare benefit plan"
within the meaning of Section 3(1) of ERISA that provides benefits to persons
after termination of employment, other than as required by Section 601 of ERISA.

          "Revolving Credit Borrowing Base" shall have the meaning given to such
term in Section 2.1(b)(i).

          "Revolving Credit Borrowing Base Certificate" shall have the meaning
given to such term in Section 7.1(e)(i).

          "Revolving Credit Committed Amount" shall mean, at any time, the CBI
Maximum Credit Line less the principal balance of then outstanding Original Term
Loans.

<PAGE>

          "Revolving Loans" shall have the meaning given to such term in Section
2.1(b).

          "Revolving Notes" shall have the meaning given to such term in Section
2.1(c).

          "Sale Leaseback Transaction" shall have the meaning given to such term
in Section 9.13.

          "Second Amendment and Second Limited Waiver" shall mean the Second
Amendment and Second Limited Waiver to the Second Amended and Restated Credit
Agreement, dated as of August 11, 2003, among the Borrowers, Wells Fargo, the
Agent and the Lenders.

          "Second Amendment Sales" shall mean, collectively, all of the
transactions set forth on Schedule 1.1H, and "Second Amendment Sale" shall mean
any of such transactions.

          "Secondary Transactions" shall mean the transactions described on
Schedule 1.1G hereto, as long as at all times that such transactions are being
consummated, Availability is at least $65,000,000.

          "Secured Credit Parties" shall mean each Credit Party (other than any
member of the Chiquita Fresh German Group) which is also a party to a Security
Agreement.

          "Securitization" shall have the meaning given to such term in Section
2.10.

          "Securitization Party" shall have the meaning given to such term in
Section 2.10.

          "Security Agreements" shall mean (i) the Security Agreement dated as
of the Original Closing Date between the Agent, CBI and the obligors named
therein, (ii) the Security Agreement dated as of the Original Closing Date
between the Agent and Chiquita (Canada) Inc., (iii) composite Guarantee and
Charge dated as of the Closing Date, as amended, by and among the Agent and CIL,
Banexpro Ltd., Catellia Ltd., Tela Railroad Company Ltd., Financiera Agricola,
Ltd., Financiera Estrella Ltd., and M.M. Holding Ltd. and (iv) each other
agreement (other than a Pledge Agreement) pursuant to which one or more Persons
grant a lien on any or all of their assets to secure any or all of the
Obligations.

          "Security Documents" shall mean, collectively, the Security
Agreements, the Pledge Agreements, the Mortgages, any Acknowledgment Agreements
and any lockbox agreement or any other tri-party arrangement with respect to the
bank accounts of either of the Borrowers.

          "Seneca" shall have the meaning given to such term in Section 9.3(j).

          "Seneca Shares" shall have the meaning given to such term in Section
9.3(j).

          "Seneca Share Proceeds" shall mean the aggregate cash proceeds
received by CBI or any Subsidiary of CBI in respect of any disposition of Seneca
Shares, net of (a) direct costs (including, without limitation, legal,
accounting and investment banking fees, and sales commissions) and (b) taxes
paid or payable as a result thereof.

<PAGE>

          "Settlement Period" shall have the meaning given to such term in
Section 2.1(d)(ii).

          "Solvent" shall mean, with respect to any Person, that (i) the fair
saleable value of such Person's assets exceeds all of its probable liabilities,
(ii) such Person does not have unreasonably small capital in relation to the
business in which it is or proposes to be engaged and (iii) such Person has not
incurred, and does not believe that it will incur, debts beyond its ability to
pay such debts as they become due.

          "Specified Asset Disposition" means each disposition of one or more of
the assets described on Schedule 9.3.

          "Subsidiary" shall mean, as to any Person, (a) any corporation more
than fifty percent (50%) of whose Capital Stock of any class or classes having
by the terms thereof ordinary voting power to elect a majority of the directors
of such corporation (irrespective of whether or not at the time, any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person directly
or indirectly through Subsidiaries, (b) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries has more than a fifty percent (50%) interest in the total capital,
total income and/or total ownership interests of such entity at any time and (c)
any partnership in which such Person is a general partner (it being agreed that
unless otherwise designated, "Subsidiary" shall mean any direct or indirect
"Subsidiary" of CBI); provided however, that neither Indian River nor Heaton
Holdings Ltd., a Cayman Islands company, shall constitute a Subsidiary of CBI or
any of its Subsidiaries, unless such entity is consolidated with CBI or any of
its Subsidiaries in accordance with GAAP.

          "Taxes" shall mean any federal, state, local or foreign income, sales,
use, transfer, payroll, personal, property, occupancy, franchise or other tax,
levy, impost, fee, imposition, assessment or similar charge, together with any
interest or penalties thereon.

          "Term B Lender" shall mean each of the Lenders holding outstanding
Term B Loans or with a Term B Loan Commitment greater than zero and their
respective successors and assigns.

          "Term B Loans" shall have the meaning given to such term in Section
2.2(b).

          "Term B Loan Commitment" of any Lender means the amount set forth
opposite such Lender's name as its "Term B Loan Commitment" on Schedule 1.1A.

          "Term B Loan Notes" shall have the meaning given to such term in
Section 2.2(e).

          "Term B Required Lenders" shall mean, at any time, Term B Lenders
which are then in compliance with their obligations hereunder (as determined by
the Agent) and holding in the aggregate at least sixty-six and two-thirds
percent (66 2/3%) of the outstanding Term B Loans.

          "Term Loans" shall mean the Original Term Loans and/or the Term B
Loans.

<PAGE>

          "Term Loan Notes" shall mean the Original Term Loan Notes and the Term
B Loan Notes.

          "Termination Event" shall mean (i) a Reportable Event with respect to
any Benefit Plan or Multiemployer Plan; (ii) the withdrawal of CBI, any
Subsidiary of CBI or any ERISA Affiliate from a Benefit Plan during a plan year
in which such entity was a "substantial employer" as defined in Section
4001(a)(2) of ERISA; (iii) the providing of notice of intent to terminate a
Benefit Plan pursuant to Section 4041 of ERISA; (iv) the institution by the PBGC
of proceedings to terminate a Benefit Plan or Multiemployer Plan; (v) any event
or condition (a) which might constitute grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Benefit
Plan or Multiemployer Plan, or (b) that may result in termination of a
Multiemployer Plan pursuant to Section 4041A of ERISA; or (vi) the partial or
complete withdrawal, within the meaning of Sections 4203 and 4205 of ERISA, of
CBI, any Subsidiary of CBI or any ERISA Affiliate from a Multiemployer Plan.

          "Trademark License Agreement" shall mean that certain Trademark
License Agreement dated November 1, 2001, by and between CBI and CIL.

          "Trademark Note" shall mean that certain Promissory Note executed by
CIL in favor of CBI dated November 1, 2001.

          "Tropical Farms" means farms (and related assets, including farm land
held in reserve but not currently planted) located in Guatemala, Chile,
Colombia, Panama, Honduras, Costa Rica, Guadeloupe, Martinique or Ivory Coast on
which bananas, plantains and similar produce is grown, but excluding any assets
subject to the PAFCO Sale.

          "UCP" shall have the meaning given to such term in Section 3.7.

          "Unallocated CBII Overhead" shall mean the following overhead and
disbursements of CBII, but only to the extent that they are not otherwise
allocated to CBI and its consolidated Subsidiaries: consulting fees and
expenses, salaries, pension and benefit expenses, taxes (other than taxes on
income or revenue), insurance costs, legal expenses, communication and
maintenance fees, travel expenses, outside accounting fees, headquarter office
expenses, deferred compensation and non-contractual severance expenses, but
excluding Permitted Restructuring Expenses and principal, interest and other
fees related to any Indebtedness.

          "Underlying Issuer" means a third Person which is the beneficiary of
an L/C Undertaking and which has issued a Letter of Credit at the request of the
Issuing Bank for the benefit of CBI.

          "Voting Stock" shall mean, with respect to any Person, Capital Stock
issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

          "Wells Fargo" shall have the meaning given to such term in the
preamble of this Credit Agreement.

<PAGE>

          "Wholly-Owned Subsidiary" of a Person means each entity in which
(other than directors' qualifying shares or the equivalent thereof required by
law) one hundred percent (100%) of the outstanding equity interests are directly
owned, beneficially and of record, by such Person or by one or more of such
Person's Wholly-Owned Subsidiaries.

     1.2   Accounting Terms and Determinations
           -----------------------------------

           Unless otherwise defined or specified herein, all accounting terms
shall be construed herein and all accounting determinations for purposes of
determining compliance with Sections 8.1 through 8.5 hereof and otherwise to be
made under this Credit Agreement shall be made in accordance with GAAP applied
on a basis consistent in all material respects with the Financials. All
financial statements required to be delivered hereunder from and after the
Original Closing Date and all financial records shall be maintained in
accordance with GAAP as in effect as of the date of such financial statements.
If GAAP shall change from the basis used in preparing the consolidated financial
statements of CBI dated as of September 30, 2000, the certificates required to
be delivered pursuant to Section 7.1 demonstrating compliance with the covenants
contained herein shall include calculations setting forth the adjustments
necessary to demonstrate how CBI is in compliance with the financial covenants
based upon GAAP as in effect as of the date of the consolidated financial
statements of CBI dated as of September 30, 2000. If CBI shall change its method
of inventory accounting, all calculations necessary to determine compliance with
the covenants contained herein shall be made as if such method of inventory
accounting had not been so changed.

     1.3   Other Definitional Terms.
           ------------------------

           Terms not otherwise defined herein which are defined in the Uniform
Commercial Code as in effect in the State of New York from time to time (the
"Code") shall have the meanings given them in the Code. The words "hereof",
"herein" and "hereunder" and words of similar import when used in this Credit
Agreement shall refer to the Credit Agreement as a whole and not to any
particular provision of this Credit Agreement, unless otherwise specifically
provided. References in this Credit Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits
of or to this Credit Agreement unless otherwise specifically provided. Any of
the terms defined in Section 1.1 may, unless the context otherwise requires, be
used in the singular or plural depending on the reference. "Include", "includes"
and "including" shall be deemed to be followed by "without limitation" whether
or not they are in fact followed by such words or words of like import.
"Writing", "written" and comparable terms refer to printing, typing, computer
disk, e-mail and other means of reproducing words in a visible form. References
to any agreement or contract are to such agreement or contract as amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof. References to any Person include the successors and permitted
assigns of such Person. References "from" or "through" any date mean, unless
otherwise specified, "from and including" or "through and including",
respectively. References to any times herein shall refer to Eastern Standard
time or Eastern Daylight time, as then in effect.

<PAGE>

                                   ARTICLE II.

                                      LOANS

     2.1   Revolving Loans.
           ---------------

               (a)  Commitment. Subject to the terms and conditions hereof and
          in reliance upon the representations and warranties set forth herein,
          each of the Existing Lenders severally agrees to lend to CBI at any
          time or from time to time on or after the Closing Date and before the
          Maturity Date, such Existing Lender's Pro Rata Share of the Revolving
          Credit Committed Amount as may be requested or deemed requested by
          CBI.

               (b)  Determination of Revolving Credit Borrowing Base.

           (i)      Each of the Existing Lenders severally agrees, subject to
     the terms and conditions of this Credit Agreement, from time to time, to
     make loans and advances to CBI hereunder on a revolving basis. Such loans
     and advances to CBI (each, a "Revolving Loan"; and collectively, the
     "Revolving Loans") together with the Letter of Credit Obligations
     outstanding with respect to the Letters of Credit shall not in the
     aggregate exceed the least of ( the "Revolving Credit Borrowing Base"):

                    (A)  the Revolving Credit Committed Amount at such time
               minus the aggregate amount of the Insurance Premium Block then in
               place;

                    (B)  twenty-five percent (25%) of the Orderly Liquidation
               Value minus the aggregate amount of the Insurance Premium Block
               then in place;

                    (C)  the following amount:

                         (1)  an amount up to eighty-five percent (85%) of
                    Eligible Accounts Receivable; plus

                         (2)  twenty percent (20%) of the Orderly Liquidation
                    Value, minus

                         (3)  the aggregate amount of reserves established by
                    the Agent from time to time in its sole discretion,
                    exercised in a commercially reasonable manner and in good
                    faith, including, without limitation, reserves for claims
                    under PACA (including, without limitation, a reserve in an
                    amount equal to all amounts then owed to Persons other than
                    CIL for the purchase of bananas and plantains) and reserves
                    for accruals to be paid to customers, minus

<PAGE>

                         (4)  the aggregate amount of the Insurance Premium
                    Block then in place; or

                    (D)  the amount equal to Consolidated EBITDA of CBI and its
               Subsidiaries (other than CPF and its Subsidiaries) as of the most
               recently completed twelve month fiscal period for which
               information is available (exclusive of unusual items as
               determined in accordance with GAAP and non-cash items to the
               extent not already excluded in determining Consolidated EBITDA)
               minus the sum of (1) the outstanding principal balance of the
               Original Term Loans and (2) the aggregate amount of the Insurance
               Premium Block then in place.

Subject to the relevant terms and provisions set forth herein, the Agent at all
times shall have the right to reduce or increase the advance rates (but not in
excess of the advance rates set forth in the definition of Revolving Credit
Borrowing Base) and standards of eligibility under this Credit Agreement, in
each case in its sole discretion, exercised in a commercially reasonable manner
and in good faith, if the Agent shall determine in its reasonable credit
judgment that there is a risk that the Obligations may be undersecured as a
result of a change in the condition or valuation of the Collateral. Such
reduction or increase shall become effective after one (1) Business Day's prior
notice from the Agent to CBI and the Existing Lenders. Each Existing Lender
expressly authorizes the Agent to determine, subject to the terms of this Credit
Agreement, on behalf of such Existing Lender whether or not Accounts shall be
deemed to constitute Eligible Accounts Receivable.

           (ii)     No Existing Lender shall be obligated at any time to make
available to CBI its Pro Rata Share of any requested Revolving Loan if such
amount plus its Pro Rata Share of all Revolving Loans, Letter of Credit
Obligations and Original Term Loans then outstanding would exceed such Existing
Lender's Existing Commitment at such time. No Existing Lender shall be obligated
to make available, nor shall the Agent make available, any Revolving Loans to
CBI to the extent such Revolving Loan when added to the then outstanding
Revolving Loans and all Letter of Credit Obligations would cause the aggregate
outstanding Revolving Loans and all Letter of Credit Obligations to exceed the
Revolving Credit Borrowing Base. CBI shall promptly repay to the Agent for the
account of the Existing Lenders from time to time the full amount of the excess,
if any of (A) the amount of all Revolving Loans and Letter of Credit Obligations
outstanding over (B) the lesser of (1) the Revolving Credit Committed Amount at
such time and (2) the Revolving Credit Borrowing Base.

           (c) Revolving Notes. The obligations to repay the Revolving Loans and
     to pay interest thereon shall be evidenced by separate promissory notes of
     CBI to each Existing Lender in substantially the form of Exhibit C-1
     attached hereto (the "Revolving Notes"), with appropriate insertions, one
     Revolving Note being payable to the order of each Existing Lender in a
     principal amount equal to such Existing Lender's Pro Rata Share of the
     Revolving Credit Committed Amount and representing the obligations of CBI
     to pay such Existing Lender the amount of such Existing Lender's Pro Rata
     Share of the Revolving Credit

<PAGE>

          Committed Amount or, if less, the aggregate unpaid principal amount of
          all Revolving Loans made by such Existing Lender hereunder, plus
          interest accrued thereon, as set forth herein. CBI irrevocably
          authorizes each Existing Lender to make or cause to be made
          appropriate notations on its Revolving Note, or on a record pertaining
          thereto, reflecting Revolving Loans and repayments thereof. The
          outstanding amount of the Revolving Loans set forth on such Existing
          Lender's Revolving Note or record shall be prima facie evidence of the
          principal amount thereof owing and unpaid to such Existing Lender, but
          the failure to make such notation or record, or any error in such
          notation or record shall not limit or otherwise affect the obligations
          of CBI hereunder or under any Revolving Note to make payments of
          principal of or interest on any Revolving Note when due.

               (d)  Borrowings under Revolving Notes.


           (i)      Subject to Section 4.8(b)(i), each request for borrowings
hereunder shall be made by a notice in the form attached hereto as Exhibit D
from CBI to the Agent (a "Notice of Borrowing"), given not later than 11:00 a.m.
New York City time on the Business Day on which the proposed borrowing is
requested to be made for Revolving Loans. Each Notice of Borrowing shall be
given by either telephone or telecopy, and, if requested by the Agent, confirmed
in writing if by telephone, setting forth (1) the requested date of such
borrowing, (2) the aggregate amount of such requested borrowing, (3)
certification by CBI that it has complied in all respects with Article V, all of
which shall be specified in such manner as is necessary to comply with all
limitations on Revolving Loans outstanding hereunder (including, without
limitation, availability under the Revolving Credit Borrowing Base) and (4) the
account at which such requested funds should be made available. Each Notice of
Borrowing shall be irrevocable by and binding on CBI. CBI shall be entitled to
borrow Revolving Loans in a minimum principal amount of $1,000,000 and integral
multiples of $500,000 in excess thereof (or the remaining amount of the
Revolving Credit Committed Amount at such time, if less). Revolving Loans may be
repaid and reborrowed in accordance with the provisions hereof.

           (ii)     The Agent shall give to each Existing Lender prompt notice
(but in no event later than 2:00 p.m. New York City time on the date of the
Agent's receipt of notice from CBI) of each Notice of Borrowing by telecopy,
telex or cable (other than any Notice of Borrowing which will be funded by the
Agent in accordance with subsection (d)(iii) below). No later than 3:00 p.m. New
York City time on the date on which a borrowing is requested to be made pursuant
to the applicable Notice of Borrowing, each Existing Lender will make available
to the Agent at the address of the Agent set forth on the signature pages
hereto, in immediately available funds, its Pro Rata Share of such borrowing
requested to be made. Unless the Agent shall have been notified by any Existing
Lender prior to the date of borrowing that such Existing Lender does not intend
to make available to the Agent its portion of the borrowing to be made on such
date, the Agent may assume that such Existing Lender will make such amount
available to the Agent as required above and the Agent may, in reliance upon
such assumption, make available the amount of the borrowing to be provided by
such Existing Lender. Upon

<PAGE>

fulfillment of the conditions set forth in Article V for such borrowing, the
Agent will make such funds available to CBI at the account specified by CBI in
such Notice of Borrowing.

           (iii)    Because CBI anticipates requesting borrowings of Revolving
Loans on a daily basis and repaying Revolving Loans on a daily basis through the
collection of Accounts and the proceeds of other Collateral, resulting in the
amount of outstanding Revolving Loans fluctuating from day to day, in order to
administer the Revolving Loans in an efficient manner and to minimize the
transfer of funds between the Agent and the Existing Lenders, the Existing
Lenders hereby instruct the Agent, and the Agent may (but is not obligated to)
(A) make available, on behalf of the Existing Lenders, the full amount of all
Revolving Loans requested by CBI not to exceed $20,000,000 in the aggregate at
any one time outstanding without requiring that CBI give the Agent a Notice of
Borrowing with respect to such borrowing and without giving each Existing Lender
prior notice of the proposed borrowing, of such Existing Lender's Pro Rata Share
thereof and the other matters covered by the Notice of Borrowing and (B) if the
Agent has made any such amounts available as provided in clause (A), upon
repayment of Revolving Loans by CBI, apply such amounts repaid directly to the
amounts made available by the Agent in accordance with clause (A) and not yet
settled as described below; provided that the Agent shall not advance funds as
described in clause (A) above if the Agent has actually received prior to such
borrowing (1) an officer's certificate from CBI pursuant to and in accordance
with Section 7.1(j) that a Default or Event of Default is in existence or (2) a
Notice of Borrowing from CBI wherein the certification provided therein states
that the conditions to the making of the requested Revolving Loans have not been
satisfied or (3) a written notice from any Existing Lender that the conditions
to such borrowing have not been satisfied, which officer's certificate, Notice
of Borrowing or notice, in each case, shall not have been rescinded. If the
Agent advances Revolving Loans on behalf of the Existing Lenders, as provided in
the immediately preceding sentence, the amount of outstanding Revolving Loans
and each Existing Lender's Pro Rata Share thereof shall be computed weekly
rather than daily and shall be adjusted upward or downward on the basis of the
amount of outstanding Revolving Loans as of 5:00 p.m. New York City time on the
Business Day immediately preceding the date of each computation; provided,
however, that the Agent retains the absolute right at any time or from time to
time to make the aforedescribed adjustments at intervals more frequent than
weekly. The Agent shall deliver to each of the Existing Lenders after the end of
each week, or such lesser period or periods as the Agent shall determine, a
summary statement of the amount of outstanding Revolving Loans for such period
(such week or lesser period or periods being hereafter referred to as a
"Settlement Period"). If the summary statement is sent by the Agent and received
by the Existing Lenders prior to 12:00 Noon New York City time on any Business
Day each Existing Lender shall make the transfers described in the next
succeeding sentence no later than 3:00 p.m. New York City time on the day such
summary statement was sent; and if such summary statement is sent by the Agent
and received by the Existing Lenders after 12:00 Noon New York City time on any
Business Day, each Existing Lender shall make such transfers no later than 3:00
p.m. New York City time on the next succeeding Business Day. If in any
Settlement Period, the amount of an Existing Lender's Pro Rata Share of the
Revolving Loans is in excess of the amount of Revolving Loans actually funded by

<PAGE>

such Existing Lender, such Existing Lender shall forthwith (but in no event
later than the time set forth in the next preceding sentence) transfer to the
Agent by wire transfer in immediately available funds the amount of such excess;
and, on the other hand, if the amount of an Existing Lender's Pro Rata Share of
the Revolving Loans in any Settlement Period is less than the amount of
Revolving Loans actually funded by such Existing Lender, the Agent shall
forthwith transfer to such Existing Lender by wire transfer in immediately
available funds the amount of such difference. The obligation of each of the
Existing Lenders to transfer such funds shall be irrevocable and unconditional
and without recourse to or warranty by the Agent. Each of the Agent and the
Existing Lenders agree to mark their respective books and records at the end of
each Settlement Period to show at all times the dollar amount of their
respective Pro Rata Shares of the outstanding Revolving Loans. Because the Agent
on behalf of the Existing Lenders may be advancing and/or may be repaid
Revolving Loans prior to the time when the Existing Lenders will actually
advance and/or be repaid Revolving Loans, interest with respect to Revolving
Loans shall be allocated by the Agent to each Existing Lender (including the
Agent) in accordance with the amount of Revolving Loans actually advanced by and
repaid to each Existing Lender (including the Agent) during each Settlement
Period and shall accrue from and including the date such Revolving Loans are
advanced by the Agent to but excluding the date such Revolving Loans are repaid
by CBI in accordance with Section 2.4 or actually settled by the applicable
Existing Lender as described in this Section 2.1(d)(iii).

           (iv)     If the amounts described in subsection (d)(i), (d)(ii) or
(d)(iii) of this Section 2.1 are not in fact made available to the Agent by an
Existing Lender (such Existing Lender being hereinafter referred to as a
"Defaulting Lender") and the Agent has made such amount available to CBI, the
Agent shall be entitled to recover such corresponding amount on demand from such
Defaulting Lender. If such Defaulting Lender does not pay such corresponding
amount forthwith upon the Agent's demand therefor, the Agent shall promptly
notify CBI and CBI shall immediately (but in no event later than five (5)
Business Days after such demand) pay such corresponding amount to the Agent. The
Agent shall also be entitled to recover from such Defaulting Lender and CBI, (A)
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Agent to CBI to the date such
corresponding amount is recovered by the Agent, at a rate per annum equal to
either (1) if paid by such Defaulting Lender, the overnight Federal Funds Rate
or (2) if paid by CBI, the then applicable rate of interest, calculated in
accordance with Section 4.1, plus (B) in each case, an amount equal to any costs
(including legal expenses) and losses incurred as a result of the failure of
such Defaulting Lender to provide such amount as provided in this Credit
Agreement. Nothing herein shall be deemed to relieve any Existing Lender from
its obligation to fulfill its commitments hereunder or to prejudice any rights
which CBI may have against any Existing Lender as a result of any default by
such Existing Lender hereunder, including, without limitation, the right of CBI
to seek reimbursement from any Defaulting Lender for any amounts paid by CBI
under clause (B) above on account of such Defaulting Lender's default.

           (v)      The failure of any Existing Lender to make the Revolving
Loan to be made by it as part of any borrowing shall not relieve any other
Existing Lender of its

<PAGE>

obligation, if any, hereunder to make its Revolving Loan on the date of such
borrowing, but no Existing Lender shall be responsible for the failure of any
other Existing Lender to make the Revolving Loan to be made by such other
Existing Lender on the date of any borrowing.

           (vi)     Each Existing Lender shall be entitled to earn interest at
the then applicable rate of interest, calculated in accordance with Article IV,
on outstanding Revolving Loans which it has funded to the Agent from the date
such Existing Lender funded such Revolving Loan to, but excluding, the date on
which such Existing Lender is repaid with respect to such Revolving Loan.

           (vii)    Notwithstanding the obligation of CBI to send written
confirmation of a Notice of Borrowing made by telephone if and when requested by
the Agent, in the event that the Agent agrees to accept a Notice of Borrowing
made by telephone, such telephonic Notice of Borrowing shall be binding on CBI
whether or not written confirmation is sent by CBI or requested by the Agent.
The Agent may act prior to the receipt of any requested written confirmation,
without any liability whatsoever, based upon telephonic notice believed by the
Agent in good faith to be from CBI or its agents. The Agent's records of the
terms of any telephonic Notices of Borrowing shall be conclusive on CBI in the
absence of gross negligence or willful misconduct on the part of the Agent in
connection therewith.

     2.2   Term Loans.
           ----------

               (a)  Original Term Loan. As of the date hereof, the aggregate
          outstanding principal amount of the Original Term Loans is
          $50,100,000. Once Term Loans are paid or prepaid, they may not be
          reborrowed.

               (b)  Amount of Term B Loans. Subject to the terms and conditions
          hereof and in reliance upon the representations and warranties set
          forth herein, each Term B Lender severally agrees to make available to
          Atcon on the Closing Date term loans in Dollars (each a "Term B Loan"
          and collectively the "Term B Loans") equal to such Term B Lender's Pro
          Rata Share of $65,000,000 for the purposes hereinafter set forth. Once
          Term B Loans are paid or prepaid, they may not be reborrowed.

               (c)  Funding of Term B Loans. Not later than Noon New York City
          time on March 28, 2003, each Term B Lender will make available to the
          Agent for the account of Atcon, at the office of the Agent in funds
          immediately available to the Agent, the amount of such Term B Lender's
          Pro Rata Share of $65,000,000. Atcon hereby irrevocably authorizes the
          Agent to disburse the proceeds of the Term B Loans in immediately
          available funds by wire transfer as directed by Atcon in writing.

               (d)  Repayment of Original Term Loans and Term B Loans. The
          principal amount of the Original Term Loans shall be repaid in
          consecutive monthly payments on the first day of each calendar month;
          such payments

<PAGE>

          commenced with the first day of October, 2002 and shall continue until
          the Original Term Loans are repaid in full. The amount of each such
          payment on the Original Term Loans (other than the final payment)
          shall equal $1,250,000. In addition to the other payments of the
          principal amount of Term B Loans required hereunder, a portion of the
          principal amount of the Term B Loans shall be repaid in an amount
          equal to $3,000,000 not later than December 31, 2003; provided,
          however, that to the extent that the principal amount of the Term B
          Loans are prepaid in an aggregate amount equal to at least $10,000,000
          within four Business Days of the CPF Closing Date, the requirements of
          this sentence shall be deemed satisfied. If not sooner repaid, the
          principal amount of the Term Loans shall be repaid in full on the
          Maturity Date.

               (e)  Term Notes. The obligations to repay the Original Term Loans
          and to pay interest thereon shall be evidenced by separate promissory
          notes of CBI to each applicable Lender in substantially the form of
          Exhibit C-2 attached hereto (the "Original Term Loan Notes"), with
          appropriate insertions, one Original Term Loan Note being payable to
          the order of each Existing Lender in a principal amount equal to such
          Existing Lender's Pro Rata Share of the Original Term Loans and
          representing the obligations of CBI to pay such Existing Lender the
          amount of such Existing Lender's Pro Rata Share of the Original Term
          Loans or, if less, the aggregate unpaid principal amount of the
          Original Term Loans made by such Existing Lender hereunder, plus
          interest accrued thereon, as set forth herein. The obligations to
          repay the Term B Loans and to pay interest thereon shall be evidenced
          by separate promissory notes of Atcon to each Term B Lender in
          substantially the form of Exhibit C-3 attached hereto (the "Term B
          Loan Notes"), with appropriate insertions, one Term B Loan Note being
          payable to the order of each Term B Lender in a principal amount equal
          to such Term B Lender's Pro Rata Share of the Term B Loans and
          representing the obligations of Atcon to pay such Term B Lender the
          amount of such Term B Lender's Pro Rata Share of the Term B Loans or,
          if less, the aggregate unpaid principal amount of the Term B Loans
          made by such Lender hereunder, plus interest accrued thereon, as set
          forth herein. Each Borrower irrevocably authorizes each applicable
          Lender to make or cause to be made appropriate notations on its Term
          Loan Notes, or on a record pertaining thereon, reflecting Term Loans
          and repayments thereof. The outstanding amount of the Term Loans set
          forth on such Lender's Term Loan Notes or record shall be prima facie
          evidence of the principal amount thereof owing and unpaid to such
          Lender, but the failure to make such notation or record, or any error
          in such notation or record shall not limit or otherwise affect the
          obligations of the Borrowers hereunder or under any Term Loan Note to
          make payments of principal of or interest on any Term Loan Note when
          due.

     2.3   Optional and Mandatory Prepayments.
           ----------------------------------

               (a)  Voluntary Prepayments. Except as set forth below, the
          Borrowers shall have the right to prepay Loans in whole or in part
          from time to time, without premium or penalty; provided, however, that
          each such partial prepayment of Loans shall be in a minimum principal
          amount of $1,000,000 and

<PAGE>

          integral multiples of $500,000 in excess thereof. Amounts prepaid on
          Existing Loans under this Section 2.3(a) shall be applied first to
          Revolving Loans, then to the Original Term Loans, and then to the Term
          B Loans. Voluntary prepayments on the Original Term Loans shall not be
          permitted unless, immediately prior to such prepayment, the sum of the
          Existing Commitments are equal to the then outstanding principal
          amount of the Original Term Loans. All voluntary prepayments of the
          Original Term Loans shall be applied to the remaining principal
          installments thereof in the inverse order of maturity thereof. No
          voluntary prepayments of the Term B Loans shall be permitted unless
          all obligations under the Original Term Loans have been paid in full
          and no Revolving Loans are outstanding. The Borrowers have the option,
          at any time upon ninety (90) days prior written notice to Agent, to
          terminate this Credit Agreement by paying to Agent, in cash, the
          Obligations (including either (i) providing cash collateral to be held
          by Agent in an amount equal to one hundred five percent (105%) of the
          then extant Letter of Credit Obligations, or (ii) causing the original
          Letters of Credit to be returned to the Issuing Bank), in full,
          together with the Applicable Prepayment Premium (which may be
          allocated based upon letter agreements between Agent and individual
          Lenders). If the Borrowers have sent a notice of termination pursuant
          to the provisions of this section, then the Existing Commitments shall
          terminate and the Borrowers shall be obligated to repay the
          Obligations (including either (i) providing cash collateral to be held
          by the Agent in an amount equal to one hundred five percent (105%) of
          the then extant Letter of Credit Obligations, or (ii) causing the
          original Letters of Credit to be returned to the Issuing Bank (with an
          applicable authorization to cancel such Letters of Credit), in full,
          together with the Applicable Prepayment Premium, on the date set forth
          as the date of termination of this Credit Agreement in such notice. In
          the event of the termination of this Credit Agreement and repayment of
          the Obligations at any time prior to the Maturity Date, for any other
          reason, including (a) termination after the occurrence of an Event of
          Default, (b) foreclosure and sale of Collateral, (c) sale of the
          Collateral in any insolvency or bankruptcy related proceeding, or (iv)
          restructure, reorganization or compromise of any or all of the
          Obligations by the confirmation of a plan of reorganization or any
          other plan of compromise, restructuring, or arrangement in any
          insolvency or bankruptcy related proceeding, then, in view of the
          impracticability and extreme difficulty of ascertaining the actual
          amount of damages to the Agent and the Lenders or profits lost by the
          Agent and the Lenders as a result of such early termination, and by
          mutual agreement of the parties as to a reasonable estimation and
          calculation of the lost profits or damages of the Agent and the
          Lenders, the Borrowers, jointly and severally, shall pay the
          Applicable Prepayment Premium to the Agent (which may be allocated
          based upon letter agreements between Agent and individual Lenders).

               (b)  Mandatory Prepayments.

           (i)      Revolving Credit Committed Amount. If at any time, the sum
of the aggregate principal amount of outstanding Revolving Loans plus Letter of
Credit

<PAGE>

Obligations outstanding shall exceed the amount of the Revolving Credit
Borrowing Base, CBI immediately shall prepay, subject to Section 4.8(c), the
Revolving Loans, and (after all Revolving Loans have been repaid) cash
collateralize the Letter of Credit Obligations, in an amount sufficient to
eliminate such excess.

          (ii)      Asset Loss. To the extent of Net Cash Proceeds received in
connection with an Asset Loss, CBI or Atcon, as the case may be, shall prepay
the Loans (in the case of CBI) or the Term B Loans (in the case of Atcon) in an
amount equal to one hundred percent (100%) of such Net Cash Proceeds unless the
Agent shall have elected not to apply the proceeds realized from such Asset Loss
to the prepayment of the Loans (any such prepayment under this Section
2.3(b)(ii) to be applied, subject to Section 4.8(c), as set forth in clause (vi)
below).

          (iii)     Asset Transfers. Promptly, and in any event within one (1)
day following the occurrence of any Asset Disposition, CBI or Atcon, as the case
may be, shall prepay the Loans (in the case of CBI) or the Term B Loans (in the
case of Atcon) in an aggregate amount equal to one hundred percent (100%) of the
Net Cash Proceeds of such Asset Disposition (any such prepayment under this
Section 2.3(b)(iii) to be applied, subject to Section 4.8(c), as set forth in
clause (vi) below). Promptly, and in any event within one (1) day following the
occurrence of any Specified Asset Disposition, CBI or Atcon, as the case may be,
shall prepay the Loans (in the case of CBI) or the Term B Loans (in the case of
Atcon) in an aggregate amount equal to the greater of (a) seventy-five percent
(75%) of the Net Cash Proceeds of such Specified Asset Disposition or (b) the
amount set forth opposite the description of the applicable assets on Schedule
9.3 (any such prepayment under this Section 2.3(b)(iii) to be applied, subject
to Section 4.8(c), as set forth in clause (vi) below).

          (iv)      Issuances of Equity and Payments with respect to Trademarks.
Promptly, and in any event within five (5) days following the receipt by either
of the Borrowers of Net Cash Proceeds from any Equity Issuance occurring after
the Original Closing Date, CBI or Atcon, as the case may be, shall prepay the
Loans (in the case of CBI) or the Term B Loans (in the case of Atcon) in an
aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of
such Equity Issuance (any such prepayment under this Section 2.3(b)(iv) to be
applied, subject to Section 4.8(c), as set forth in clause (vi) below).
Promptly, and in any event within one (1) day following the receipt of any
payment under or pursuant to the Trademark License Agreement or Trademark Note,
CBI shall prepay the Loans in an aggregate amount equal to one hundred percent
(100%) of the Net Cash Proceeds received (any such payment under this Section
2.3(b)(iv) to be applied, subject to Section 4.8(c), as set forth in clause (vi)
below); provided however, if, at the time of such receipt no Default or Event of
Default has occurred and is continuing, no such prepayment shall be required
pursuant to this sentence.

          (v)       Intercompany Loan Payments. Promptly, and in any event
within one (1) Business Day following payment of principal on a German Note,
Atcon shall prepay the Term B Loans in an amount equal to the payment on such
German Note.

<PAGE>

          (vi)      Application of Mandatory Prepayments. All amounts required
to be paid pursuant to this Section 2.3(b) shall be applied, subject to Section
4.8(c), as follows:

               (A)  with respect to all amounts prepaid pursuant to Section
          2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been
          repaid) to a cash collateral account in respect of Letter of Credit
          Obligations;

               (B)  with respect to all amounts prepaid pursuant to Sections
          2.3(b)(ii)-(iii) in connection with an Asset Loss, Asset Disposition
          or Specified Asset Disposition, (other than an Asset Loss, Asset
          Disposition or Specified Asset Disposition by any member of the
          Chiquita Fresh German Group) (1) first to the Original Term Loans, to
          be applied to the remaining principal installments thereof in the
          inverse order of maturity, (2) second to the Revolving Loans and
          (after all Revolving Loans have been repaid) to a cash collateral
          account in respect of Letter of Credit Obligations and (3) third to
          the Term B Loans;

               (C)  with respect to all amounts prepaid pursuant to Sections
          2.3(b)(ii)-(iii) in connection with an Asset Loss, Asset Disposition
          or Specified Asset Disposition by any member of the Chiquita Fresh
          German Group, to the Term B Loans;

               (D)  with respect to all amounts prepaid pursuant to Section
          2.3(b)(iv) (other than an Equity Issuance by any member of the
          Chiquita Fresh German Group),/ /unless CBI shall otherwise elect a
          different application in its discretion (1) first to the Revolving
          Loans and (after all Revolving Loans have been repaid) to a cash
          collateral account in respect of Letter of Credit Obligations, (2)
          second to the Original Term Loans, to be applied pro rata to the
          remaining principal installments thereof in the inverse order of
          maturity and (3) third to the Term B Loans; and

               (E)  with respect to all amounts prepaid pursuant to Section
          2.3(b)(iv) in connection with an Equity Issuance by any member of the
          Chiquita Fresh German Group, to the Term B Loans.

     So long as no Event of Default shall have occurred and be continuing,
     amounts on deposit in any cash collateral account in respect of Letter of
     Credit Obligations shall be remitted promptly to CBI upon satisfaction of
     such Letter of Credit Obligations. Upon and during the continuance of an
     Event of Default, amounts on deposit in any cash collateral account in
     respect of Letter of Credit Obligations shall be applied in accordance with
     the Security Agreement. Upon each application of funds pursuant to this
     Section 2.3(b)(vi) (other than pursuant to Section 2.3(b)(vi)(A)) to the
     Term Loans, Revolving Loans or to a cash collateral

<PAGE>

          account in respect of Letter of Credit Obligations, (i) the Maximum
          Credit Line shall be reduced by the amount so applied and (ii) to the
          extent that the funds applied pursuant to this Section 2.3(b)(vi) were
          not applied to Term B Loans, each Existing Lender's Existing
          Commitment shall be reduced by its Pro Rata Share of the amount so
          applied and the CBI Maximum Credit Line shall be reduced by the amount
          so applied.

               (c)  Voluntary Reductions. The Borrowers may from time to time
          permanently reduce or terminate the Maximum Credit Line and/or the CBI
          Maximum Credit Line (and upon each reduction of the CBI Maximum Credit
          Line, the Maximum Credit Line shall also be reduced by the amount of
          such reduction in the CBI Maximum Credit Line) in whole or in part (in
          minimum aggregate amounts of $5,000,000 or in integral multiples of
          $5,000,000 in excess thereof (or, if less, the full remaining amount
          of the Existing Commitment) upon three (3) Business Days' prior
          written notice to the Agent; provided, however, that no such
          termination or reduction shall be made which would cause the aggregate
          principal amount of (i) Original Term Loans to exceed the CBI Maximum
          Credit Line, (ii) Term B Loans to exceed the difference of (A) the
          Maximum Credit Line and (B) the CBI Maximum Credit Line or (iii)
          Revolving Loans plus Letter of Credit Obligations outstanding to
          exceed the Revolving Credit Borrowing Base, unless, concurrently with
          such termination or reduction, Loans are repaid to the extent
          necessary to eliminate such excess. The Agent shall promptly notify
          each affected Lender of receipt by the Agent of any notice from the
          Borrowers pursuant to this Section 2.3(c). Upon each reduction in the
          CBI Maximum Credit Line, each Lender's Existing Commitment shall be
          reduced by its Pro Rata Share of the amount of such reduction.

               (d)  Maturity Date. The Existing Commitments of the Lenders and
          the Letter of Credit Commitment of the Issuing Bank shall
          automatically terminate on the Maturity Date.

     2.4   Payments and Computations.
           -------------------------

               (a)  The Borrowers shall make each payment hereunder and under
          the Notes not later than 2:00 p.m. New York City time on the day when
          due. Payments made by either Borrower shall be in Dollars to the Agent
          at its address referred to in Section 14.5 hereof in immediately
          available funds without deduction, withholding, setoff or
          counterclaim. As soon as practicable after the Agent receives payment
          from either Borrower, but in no event later than one (1) Business Day
          after such payment has been made, subject to Section 2.1(d)(iii), the
          Agent will cause to be distributed like funds relating to the payment
          of principal, interest, or Fees (other than amounts payable to the
          Agent to reimburse the Agent and the Issuing Bank for fees and
          expenses payable solely to them pursuant to Article IV hereof) or
          expenses payable to the Agent and the Lenders in accordance with
          Section 14.8 hereof ratably to the Lenders, and like funds relating to
          the payment of any other amounts payable to such Lender. The
          Borrowers' obligations to the Lenders with respect to such payments
          shall be

<PAGE>

          discharged by making such payments to the Agent pursuant to this
          Section 2.4(a) or if not timely paid or any Event of Default then
          exists, may be added to the principal amount of the Revolving Loans
          outstanding.

               (b)  Each Borrower hereby authorizes each Lender to charge from
          time to time against any or all of such Borrower's accounts with such
          Lender any of the Obligations which are then due and payable. Each
          Lender receiving any payment as a result of charging any such account
          shall promptly notify the Agent thereof and make such arrangements as
          the Agent shall request to share the benefit thereof in accordance
          with Section 2.8.

               (c)  Any payments falling due under this Credit Agreement on a
          day other than a Business Day shall be due and payable on the next
          succeeding Business Day and shall accrue interest at the applicable
          interest rate provided for in this Credit Agreement to but excluding
          such Business Day. Computation of interest and fees hereunder shall be
          made on the basis of actual number of days elapsed over a 360 day
          year.

     2.5   Maintenance of Account; Register.
           --------------------------------

               (a)  The Agent shall maintain an account (the "Loan Account") on
          its books in the name of each Borrower in which the respective
          Borrower will be charged with all loans and other extensions of credit
          made by Agent and the Lenders (including, without limitation, the
          Issuing Bank) to the respective Borrower or for the respective
          Borrower's account, including the Revolving Loans, the Term Loans, the
          Letter of Credit Obligations and any other Obligations, including any
          and all costs, expenses and attorney's fees which the Agent may incur,
          including, without limitation, in connection with the exercise by or
          for the Lenders of any of the rights or powers herein conferred upon
          the Agent (other than in connection with any assignments or
          participations by any Lender) or in the prosecution or defense of any
          action or proceeding by or against the respective Borrower or the
          Lenders concerning any matter arising out of, connected with, or
          relating to this Credit Agreement or the Accounts, or any Obligations
          owing to the Lenders by the Borrowers. In no event shall prior
          recourse to any Accounts or other Collateral be a prerequisite to the
          Agent's right to demand payment of any Obligation upon its maturity.
          Further, it is understood that the Agent shall have no obligation
          whatsoever to perform in any respect any of CBI's contracts or
          obligations relating to the Accounts.

               (b)  The Borrowers agree to record the amount of each Revolving
          Loan and each Term Loan on the Borrower Register referred to in
          Section 14.6(k). Each Revolving Loan and each Term Loan recorded on
          the Borrower Register (the "Registered Loan") may not be evidenced by
          promissory notes other than a Registered Note (as defined below). Upon
          the registration of any Revolving Loan or a Term Loan, any promissory
          note (other than a Registered Note) evidencing the same shall be null
          and void and shall be returned to the respective Borrower. The
          Borrowers agree, at the request of any Lender, to

<PAGE>

          execute and deliver to such Lender a promissory note in registered
          form to evidence such Registered Loan (i.e. containing registered note
          language) and registered as provided in Section 14.6 (a "Registered
          Note"), payable to the order of such Lender and otherwise duly
          completed. Once recorded on the Borrower Register, the Obligations
          evidenced by such Note may not be removed from the Borrower Register
          so long as it remains outstanding, and a Registered Note may not be
          exchanged for a promissory note that is not a Registered Note.

     2.6   Statement of Account
           --------------------

          After the end of each month the Agent shall send CBI, as
representative of both Borrowers, a statement showing the accounting for the
charges, loans, advances and other transactions occurring between the Lenders
and the Borrowers during that month. The monthly statements shall be deemed
correct and binding upon the Borrowers and shall constitute an account stated
between the Borrowers and the Lenders unless the Agent receives a written
statement of exceptions from the Borrowers within thirty (30) days after same is
mailed to CBI.

     2.7   Taxes.
           -----

               (a)  Any and all payments by the Borrowers hereunder or under the
          Notes to or for the benefit of any Lender shall be made, in accordance
          with Section 2.4, free and clear of and without deduction for any and
          all present or future Taxes, deductions, charges or withholdings and
          all liabilities with respect thereto, excluding, in the case of each
          such Lender and the Agent, Taxes imposed on or measured by the Agent's
          or any Lender's net income or receipts or franchise taxes or taxes
          measured by the Agent's or such Lender's, as applicable, net worth by
          the jurisdiction under the laws of which such Lender or the Agent, as
          applicable, is organized or maintains a lending office (any such
          excluded Taxes, collectively, "Excluded Taxes"). If either Borrower
          shall be required by law to deduct any Taxes (other than Excluded
          Taxes) from or in respect of any sum payable hereunder or under any
          Note to or for the benefit of any Lender or the Agent, (i) the sum
          payable shall be increased as may be necessary so that after making
          all required deductions of Taxes (including deductions of Taxes
          applicable to additional sums payable under this Section 2.7) such
          Lender or the Agent, as the case may be, receives an amount equal to
          the sum it would have received had no such deductions been made, (ii)
          such Borrower shall make such deductions and (iii) such Borrower shall
          pay the full amount so deducted to the relevant taxation authority or
          other authority in accordance with applicable law; provided, however,
          that the Borrowers shall be under no obligation to increase the sum
          payable to any Lender not organized under the laws of the United
          States or a state thereof (a "Foreign Lender") by an amount equal to
          the amount of the U.S. Tax required to be withheld under United States
          law from the sums paid to such Foreign Lender, if such withholding is
          caused by the failure of such Foreign Lender to be engaged in the
          active conduct of a trade or business in the United States or all
          amounts of interest and fees to be paid to such Foreign Lender
          hereunder are not effectively connected with

<PAGE>

          such trade or business within the meaning of U.S. Treasury Regulation
          1.1441-4(a).

               (b)  Each Foreign Lender agrees that it will deliver to CBI, as
          representative of both Borrowers, and the Agent (i) two duly completed
          copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
          or successor applicable form(s), as the case may be, and (ii) an
          Internal Revenue Service Form W-8 or W-9 or successor applicable form,
          together with any other certificate or statement of exemption required
          under the Internal Revenue Code or regulations issued thereunder. Each
          such Lender also agrees to deliver to CBI, as representative of both
          Borrowers, and the Agent two (2) further copies of the said Form
          W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable forms or
          other manner of certification, as the case may be, on or before the
          date that any such form expires or becomes obsolete or after the
          occurrence of any event requiring a change in the most recent form
          previously delivered by it to CBI, and such extensions or renewals
          thereof as may reasonably be requested by CBI or the Agent, unless in
          any such case an event (including, without limitation, any change in
          treaty, law or regulation) has occurred prior to the date on which any
          such delivery would otherwise be required which renders all such forms
          inapplicable or which would prevent such Lender from duly completing
          and delivering any such form with respect to it and such Lender so
          advises CBI and the Agent. Such Lender shall certify (A) in the case
          of a Form W-8BEN or W-8ECI, that it is entitled to receive payments
          under this Credit Agreement without deduction or withholding of any
          U.S. federal income taxes and (B) in the case of a Form W-8 or W-9,
          that it is entitled to an exemption from U.S. backup withholding tax.

               (c)  In addition, the Borrowers agree to pay any present or
          future stamp, documentary, privilege, intangible or similar Taxes or
          any other excise or property Taxes, charges or similar levies that
          arise at any time or from time to time (other than Excluded Taxes) (i)
          from any payment made under any and all Credit Documents, (ii) from
          the transfer of the rights of any Lender under any Credit Documents to
          any other Lender or Lenders or (iii) from the execution or delivery by
          the Borrowers of, or from the filing or recording or maintenance of,
          or otherwise with respect to, any and all Credit Documents
          (hereinafter referred to as "Other Taxes").

               (d)  The Borrowers will indemnify each Lender and the Agent for
          the full amount of Taxes (including, without limitation and without
          duplication, any Taxes imposed by any jurisdiction on amounts payable
          under this Section 2.7), subject to (i) the exclusion set out in the
          first sentence of Section 2.7(a), (ii) the provisions of Section
          2.7(b), and (iii) the provisions of the proviso set forth in Section
          2.7(a), and will indemnify each Lender and the Agent for the full
          amount of Other Taxes (including, without limitation and without
          duplication, any Taxes imposed by any jurisdiction on amounts payable
          under this Section 2.7) paid by such Lender or the Agent (on its own
          behalf or on behalf of any Lender), as the case may be, in respect of
          payments made or to be made hereunder, and any

<PAGE>

          liability (including penalties, interest and expenses) arising solely
          therefrom or with respect thereto, whether or not such Taxes or Other
          Taxes were correctly or legally asserted. Payment of this
          indemnification shall be made within thirty (30) days from the date
          such Lender or the Agent, as the case may be, makes written demand
          therefor.

               (e)  Within thirty (30) days after the date of any payment of
          Taxes or Other Taxes, the Borrowers shall furnish to the Agent, at its
          address referred to in Section 14.5, the original or certified copy of
          a receipt evidencing payment thereof.

               (f)  Without prejudice to the survival of any other agreement of
          the Borrowers hereunder, the agreements and obligations of the
          Borrowers contained in this Section 2.7 shall survive the payment in
          full of all Obligations hereunder and under the Revolving Notes or the
          Term Notes.

     2.8   Sharing of Payments.
           -------------------

          If any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of setoff or otherwise) on
account of the Loans made by it or its participation in Letters of Credit in
excess of its Pro Rata Share of a payment that is to be applied to Existing
Loans or its Pro Rata Share of a payment that is to be applied to Term B Loans
as provided for in this Credit Agreement, such Lender shall forthwith purchase
from the other applicable Lenders such participations in the Loans made by them
or in their participation in Letters of Credit as shall be necessary to cause
such purchasing Lender to share the excess payment accruing to all applicable
Lenders in accordance with their respective ratable shares as provided for in
this Credit Agreement; provided, however, that if all or any portion of such
excess is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and each such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) or any interest or other amount paid or
payable by the purchasing Lender in respect to the total amount so recovered.
The Borrowers agree that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.8 may, to the fullest extent permitted by law,
exercise all of its rights of payment (including the right of setoff) with
respect to such participation as fully as if such Lender were the direct
creditor of the respective Borrower in the amount of such participation.

     2.9   Pro Rata Treatment.
           ------------------

          Each Loan, each payment or prepayment of principal of any Loan or
reimbursement obligations arising from drawings under Letters of Credit, each
payment of interest on the Loans, each payment of the Letter of Credit Fee, each
reduction of the Existing Commitments and each conversion or extension of any
Loan, shall be allocated pro rata among the Lenders in accordance with the
respective principal amounts of their outstanding Loans and their participation
interests in the Letters of Credit; provided, however, that the foregoing fees

<PAGE>

payable hereunder to the Lenders shall be allocated to each Lender based on such
Lender's Pro Rata Share of the Existing Commitments or the outstanding Term B
Loans, as applicable.

     2.10  Securitization.
           --------------

          The Borrowers hereby acknowledge that the Lenders and any of their
affiliates may sell or securitize the Obligations (a "Securitization") through
the pledge of the Obligations as collateral security for loans to such Lenders
or their affiliates or through the sale of the Obligations or the issuance of
direct or indirect interests in the Obligations, which loans to such Lenders or
their affiliates or direct or indirect interests will be rated by Moody's,
Standard & Poor's or one or more other rating agencies (the "Rating Agencies").
The Borrowers shall cooperate reasonably with such Lenders and their affiliates
to effect any such Securitization including, without limitation, by (a) amending
this Agreement and the other Loan Documents, and executing such additional
documents, as reasonably requested by such Lenders, in connection with the
Securitization, provided that (i) any such amendment or additional documentation
does not impose material additional costs on the Borrowers, (ii) any such
amendment or additional documentation does not materially adversely affect the
rights, or materially increase the obligations (including administrative duties
or reporting obligations), of the Borrowers under the Credit Documents or change
or affect in a manner adverse to the Borrowers the financial terms of the
Obligations, and (b) providing such information as may be reasonably requested
by such Lenders, in connection with the rating of the Obligations or the
Securitization, (c) providing in connection with any rating of the Obligations,
a certificate (i) agreeing to indemnify such Lenders and any of their
affiliates, any of the Rating Agencies, or any party providing credit support or
otherwise participating in the Securitization (collectively, the "Securitization
Parties") for any losses, claims, damages or liabilities (the "Liabilities") to
which such Lenders, their affiliates or such Securitization Parties may become
subject insofar as the Liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
Credit Document or in any writing delivered by or on behalf of the Borrowers and
their respective affiliates to the Agent or one or more Lenders in connection
with any Credit Document or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading and such indemnity
shall survive any transfer by such Lenders or their successors or assigns of the
Obligations, and (ii) agreeing to reimburse such Lenders and any of their
affiliates and other Securitization Parties for any legal or other expenses
reasonably incurred by such Persons in connection with defending the
Liabilities; and (d) providing such information regarding the Borrowers, the
Guarantors, the Collateral and other property, assets and business of the
Borrowers and the Guarantors (including appraisals and valuations) as may be
reasonably requested by such Lenders or their successors or assignees.

<PAGE>

                                  ARTICLE III.

                                LETTERS OF CREDIT

     3.1   Issuance.
           --------

          Subject to the terms and conditions hereof and of the Letter of Credit
Documents, if any, and any other terms and conditions which the Issuing Bank may
reasonably require, the Existing Lenders will participate in the issuance by the
Issuing Bank to the Underlying Issuer from time to time of one or more L/C
Undertakings with respect to Letters of Credit issued from time to time by the
Underlying Issuer in Dollars from the Original Closing Date until the Maturity
Date as CBI may request, in each case in a form acceptable to the Issuing Bank;
provided, however, that (a) the Letter of Credit Obligations outstanding shall
not at any time exceed thirty million Dollars ($30,000,000) (the "Letter of
Credit Committed Amount") and (b) the sum of the aggregate principal amount of
outstanding Revolving Loans plus Letter of Credit Obligations outstanding shall
not at any time exceed the Revolving Credit Borrowing Base. No Letter of Credit
shall (x) have an original expiry date more than one year from the date of
issuance or (y) as originally issued or as extended, have an expiry date
extending beyond the Maturity Date. Each Letter of Credit shall comply with the
related Letter of Credit Documents. The issuance and expiry date of each Letter
of Credit shall comply with the related Letter of Credit Documents. The issuance
and expiry date of each Letter of Credit shall be a Business Day.
Notwithstanding anything to the contrary herein or otherwise, no Letter of
Credit shall be issued to or for the benefit of CBII (or any Person in its
capacity as a creditor of CBII) or to support, replace or supplement any
obligation of CBII, except for those Letters of Credit set forth in Schedule 3.1
hereto.

     3.2   Notice and Reports.
           ------------------

          The request for the issuance of a Letter of Credit shall be submitted
by CBI to the Issuing Bank at least three (3) Business Days prior to the
requested date of issuance. The Issuing Bank will, upon request, disseminate to
each of the Existing Lenders a detailed report specifying the Letters of Credit
which are then issued and outstanding and any activity with respect thereto
which may have occurred since the date of the prior report, and including
therein, among other things, the beneficiary, the face amount and the expiry
date as well as any payment or expirations which may have occurred.

     3.3   Participation.
           -------------

          Each Existing Lender, shall be deemed, upon issuance of a Letter of
Credit, to have purchased without recourse a risk participation from the Issuing
Bank in the applicable L/C Undertaking and the Issuing Bank's rights with
respect to such Letter of Credit and the obligations arising thereunder, in each
case in an amount equal to its Pro Rata Share of such Letter of Credit, and
shall absolutely, unconditionally and irrevocably assume, as primary obligor and
not as surety, and be obligated to pay to the Issuing Bank therefor and
discharge when due, its Pro Rata Share of the obligations arising under such L/C
Undertaking. Without limiting the scope and nature of each such Existing
Lender's participation in any L/C Undertaking, to the extent that the Issuing
Bank has not been reimbursed as required hereunder,

<PAGE>

each such Existing Lender shall pay to the Issuing Bank its Pro Rata Share of
such unreimbursed drawing pursuant to the provisions of Section 3.4. The
obligation of each such Existing Lender to so reimburse the Issuing Bank shall
be absolute and unconditional and shall not be affected by the occurrence of a
Default, an Event of Default or any other occurrence or event. Any such
reimbursement shall not relieve or otherwise impair the obligation of CBI to
make a payment to the Issuing Bank as a result of drawings under any Letter of
Credit, together with interest as hereinafter provided.

     3.4   Payment.
           -------

          In the event of any drawing under any Letter of Credit, the Issuing
Bank will, promptly upon receiving actual knowledge thereof, notify CBI. Unless
CBI shall immediately notify the Issuing Bank that CBI intends to otherwise make
a payment to the Issuing Bank in the amount of such drawing as a result of such
drawing, CBI shall be deemed to have requested that the Existing Lenders make a
Revolving Loan in the amount of the drawing as provided in Section 3.5 on the
related Letter of Credit, the proceeds of which will be used to satisfy the
related obligations to the Issuing Bank. CBI promises to make a payment to the
Issuing Bank in an amount equal to the amount of each drawing on a Letter of
Credit on the day of drawing under any Letter of Credit (either with the
proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds.
If CBI shall fail to pay the Issuing Bank as provided hereinabove, the amount of
such payment which has not been made to the Issuing Bank shall bear interest at
a per annum rate equal to the interest rate applicable to Revolving Loans that
are Prime Rate Loans. CBI's payment obligations hereunder shall be absolute and
unconditional under all circumstances irrespective of any rights of setoff,
counterclaim or defense to payment CBI may claim or have against the Underlying
Issuer, the Issuing Bank, the Agent, the Existing Lenders, the beneficiary of
the Letter of Credit drawn upon or any other Person, including without
limitation any defense based on any failure of CBI to receive consideration or
the legality, validity, regularity or unenforceability of the Letter of Credit.
The Issuing Bank will promptly notify the other Existing Lenders of the amount
of any payment owing to the Issuing Bank as a result of a draw on a Letter of
Credit that has not been paid by CBI as provided above, and each such Existing
Lender shall promptly pay to the Agent for the account of the Issuing Bank in
Dollars and in immediately available funds, the amount of such Existing Lender's
Pro Rata Share of such amount. Such payment shall be made on the Business Day
such notice is received by such Existing Lender from the Issuing Bank if such
notice is received at or before 2:00 p.m. New York City time otherwise such
payment shall be made at or before 12:00 Noon New York City time on the Business
Day next succeeding the day such notice is received. If such Existing Lender
does not pay such amount to the Issuing Bank in full upon such request, such
Existing Lender shall, on demand, pay to the Agent for the account of the
Issuing Bank interest on the unpaid amount during the period from the date of
such drawing until such Existing Lender pays such amount to the Issuing Bank in
full at a rate per annum equal to, if paid within two (2) Business Days of the
date that such Existing Lender is required to make payments of such amount
pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a
rate equal to the Prime Rate. Each Existing Lender's obligation to make such
payment to the Issuing Bank, and the right of the Issuing Bank to receive the
same, shall be absolute and unconditional, shall not be affected by any
circumstance whatsoever and without regard to the termination of this Credit
Agreement or the Existing Commitments hereunder, the existence of a Default or
Event of Default or the acceleration of the obligations of CBI hereunder and
shall be made without any

<PAGE>

offset, abatement, withholding or reduction
whatsoever. Simultaneously with the making of each such payment by an Existing
Lender to the Issuing Bank, such Existing Lender shall, automatically and
without any further action on the part of the Issuing Bank or such Existing
Lender, acquire a participation in an amount equal to such payment (excluding
the portion of such payment constituting interest owing to the Issuing Bank) in
the related unreimbursed drawing portion of the Letter of Credit Obligation and
in the interest thereon and in the related Letter of Credit Documents, and shall
have a claim against CBI with respect thereto.

     3.5   Repayment with Revolving Loans.
           ------------------------------

          On any day on which CBI shall have requested, or been deemed to have
requested, a Revolving Loan advance to make a payment as a result of a drawing
under a Letter of Credit, the Agent shall give notice to the Existing Lenders
that a Revolving Loan has been requested or deemed requested by CBI to be made
in connection with a drawing under a Letter of Credit, in which case a Revolving
Loan advance shall be immediately made to CBI by all such Existing Lenders
(notwithstanding any termination of the Existing Commitments pursuant to Section
11.2) pro rata based on the respective Pro Rata Shares of such Existing Lenders
(determined before giving effect to any termination of the Existing Commitments
pursuant to Section 11.2) and the proceeds thereof shall be paid directly by the
Agent to the Issuing Bank for application to the respective Letter of Credit
Obligations. Each such Existing Lender hereby irrevocably agrees to make its Pro
Rata Share of each such Revolving Loan immediately upon any such request or
deemed request in the amount, in the manner and on the date specified in the
preceding sentence notwithstanding (i) the amount of such borrowing may not
comply with the minimum amount for advances of Revolving Loans otherwise
required hereunder, (ii) whether any conditions specified in Article V are then
satisfied, (iii) whether a Default or an Event of Default then exists, (iv)
failure for any such request or deemed request for Revolving Loan to be made by
the time otherwise required hereunder, (v) whether the date of such borrowing is
a date on which Revolving Loans are otherwise permitted to be made hereunder or
(vi) any termination of the Existing Commitments relating thereto immediately
prior to or contemporaneously with such borrowing. In the event that any
Revolving Loan cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a
bankruptcy or insolvency proceeding with respect to CBI), then each such
Existing Lender hereby agrees that it shall forthwith purchase (as of the date
such borrowing would otherwise have occurred, but adjusted for any payments
received from CBI on or after such date and prior to such purchase) from the
Issuing Bank such participation in the outstanding Letter of Credit Obligations
as shall be necessary to cause each such Existing Lender to share in such Letter
of Credit Obligations ratably (based upon the respective Pro Rata Shares of the
Existing Lenders (determined before giving effect to any termination of the
Existing Commitments pursuant to Section 11.2)), provided that at the time any
purchase of participation pursuant to this sentence is actually made, the
purchasing Existing Lender shall be required to pay to the Issuing Bank, to the
extent not paid to the Issuing Bank by CBI in accordance with the terms of
Section 3.4, interest on the principal amount of participation purchased for
each day from and including the day upon which such borrowing would otherwise
have occurred to but excluding the date of payment for such participation, at
the rate equal to, if paid within two (2) Business Days of the date of the
Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal
to the Prime Rate.

<PAGE>

     3.6   Renewal, Extension.
           ------------------

          The renewal or extension of any Letter of Credit shall, for purposes
hereof, be treated in all respects the same as the issuance of a new Letter of
Credit hereunder.

     3.7   Uniform Customs and Practices.
           -----------------------------

          The Issuing Bank or the Underlying Issuer may provide that the Letters
of Credit shall be subject to The Uniform Customs and Practice for Documentary
Credits, as published as of the date of issue by the International Chamber of
Commerce (the "UCP"), in which case the UCP may be incorporated by reference
therein and deemed in all respects to be a part thereof.

     3.8   Indemnification; Nature of Issuing Bank's Duties.
           ------------------------------------------------

               (a)  In addition to their other obligations under this Article
          III, CBI agrees to protect, indemnify, pay and save the Issuing Bank
          harmless from and against any and all claims, demands, liabilities,
          damages, losses, costs, charges and expenses (including reasonable
          attorneys' fees) that the Issuing Bank may incur or be subject to as a
          consequence, direct or indirect, of (A) the issuance of any Letter of
          Credit or any L/C Undertaking or (B) the failure of the Underlying
          Issuer or the Issuing Bank to honor a drawing under a Letter of Credit
          as a result of any act or omission, whether rightful or wrongful, of
          any present or future de jure or de facto government or Governmental
          Authority (all such acts or omissions, herein called "Government
          Acts").

               (b)  As between CBI and the Issuing Bank, CBI shall assume all
          risks of the acts, omissions or misuse of any Letter of Credit or any
          L/C Undertaking by the beneficiary thereof. The Issuing Bank shall not
          be responsible: (i) for the form, validity, sufficiency, accuracy,
          genuineness or legal effect of any document submitted by any party in
          connection with the application for and issuance of any Letter of
          Credit, even if it should in fact prove to be in any or all respects
          invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the
          validity or sufficiency of any instrument transferring or assigning or
          purporting to transfer or assign any Letter of Credit or the rights or
          benefits thereunder or proceeds thereof, in whole or in part, that may
          prove to be invalid or ineffective for any reason; (iii) for errors,
          omissions, interruptions or delays in transmission or delivery of any
          messages, by mail, cable, telegraph, telex or otherwise, whether or
          not they be in cipher; (iv) for any loss or delay in the transmission
          or otherwise of any document required in order to make a drawing under
          a Letter of Credit or of the proceeds thereof; and (v) for any
          consequences arising from causes beyond the control of the Issuing
          Bank, including, without limitation, any Government Acts. None of the
          above shall affect, impair, or prevent the vesting of the Issuing
          Bank's rights or powers hereunder.

               (c)  In furtherance and extension and not in limitation of the
          specific provisions hereinabove set forth, any action taken or omitted
          by the Issuing Bank, under or in connection with any Letter of Credit
          or the related certificates,

<PAGE>

          if taken or omitted in good faith, shall not put such Issuing Bank
          under any resulting liability to CBI. It is the intention of the
          parties that this Credit Agreement shall be construed and applied to
          protect and indemnify the Issuing Bank against any and all risks
          involved in the issuance of the Letters of Credit, all of which risks
          are hereby assumed by CBI, including, without limitation, any and all
          Government Acts. The Issuing Bank shall not, in any way, be liable for
          any failure by the Issuing Bank or anyone else to pay any drawing
          under any Letter of Credit as a result of any Government Acts or any
          other cause beyond the control of the Issuing Bank.

               (d)  Nothing in this Section 3.8 is intended to limit the
          reimbursement obligations of CBI contained in Section 3.4 above. The
          obligations of CBI under this Section 3.8 shall survive the
          termination of this Credit Agreement. No act or omission of any
          current or prior beneficiary of a Letter of Credit shall in any way
          affect or impair the rights of the Issuing Bank to enforce any right,
          power or benefit under this Credit Agreement.

               (e)  Notwithstanding anything to the contrary contained in this
          Section 3.8, CBI shall have no obligation to indemnify the Issuing
          Bank in respect of any liability incurred by the Issuing Bank arising
          solely out of the gross negligence or willful misconduct of the
          Issuing Bank, as determined by a court of competent jurisdiction.

     3.9   Responsibility of Issuing Bank.
           ------------------------------

          It is expressly understood and agreed that the obligations of the
Issuing Bank hereunder to the Existing Lenders are only those expressly set
forth in this Credit Agreement and that the Issuing Bank shall be entitled to
assume that the conditions precedent set forth in Article III or V have been
satisfied unless it shall have acquired actual knowledge that any such condition
precedent has not been satisfied; provided, however, that nothing set forth in
this Article III shall be deemed to prejudice the right of any Existing Lender
to recover from the Issuing Bank any amounts made available by such Existing
Lender to the Issuing Bank pursuant to this Article III in the event that it is
determined by a court of competent jurisdiction that the payment with respect to
a Letter of Credit constituted gross negligence or willful misconduct on the
part of the Issuing Bank.

     3.10  Conflict with Letter of Credit Documents.
           ----------------------------------------

          In the event of any conflict between this Credit Agreement and any
Letter of Credit Document (including any letter of credit application), this
Credit Agreement shall control.

<PAGE>

                                   ARTICLE IV.

                                INTEREST AND FEES

     4.1   Interest on Loans.
           -----------------

          Subject to Section 4.8(a), interest on the Loans and other amounts
charged to the Loan Account shall accrue each day on the balance thereof, and
shall be payable monthly in arrears on the first day of each calendar month (for
the preceding month). Subject to the provisions of Section 4.2, the interest
rate (the "Interest Rate") with respect to (a) all Obligations (other than those
owing to the Term B Lenders) and relating to (i) a LIBOR Rate Loan shall be
equal to the LIBOR Rate plus three and three-quarters percent (3.75%) and (ii) a
Prime Rate Loan shall be equal to a per annum rate equal to the Prime Rate plus
one percent (1%) and (b) the Term B Loans shall be equal to a per annum rate
equal to the Prime Rate plus three and one-quarter percent (3.25%). The interest
rates hereunder shall be calculated based on a 360 day year for the actual
number of days elapsed.

          The foregoing notwithstanding, at no time shall any portion of the
Obligations bear interest on any day on the daily balance thereof at a per annum
rate (i) with respect to Obligations owing to the Agent or the Existing Lenders
less than six percent (6.00%) or (ii) with respect to Obligations owing to the
Term B Lenders, less than seven and one-half percent (7.50%) (collectively, the
"Minimum Rate"). To the extent that interest accrued hereunder at the rate
otherwise set forth herein would be less than the foregoing minimum daily rate,
the interest rate chargeable hereunder for such day shall automatically be
deemed increased to the Minimum Rate.

     4.2   Interest After Event of Default.
           -------------------------------

          Interest on the Loans and other amounts charged to the Loan Account,
as of the date an Event of Default occurs, and at all times thereafter until the
earlier of the date upon which (a) all Obligations have been paid and satisfied
in full in cash or (b) such Event of Default shall have been cured or waived,
shall be payable on demand at a rate equal to the greater of (a) the Interest
Rate, or (b) the Minimum Rate, in each case, plus two percent (2%) per annum
(the "Default Rate"). Interest shall be payable on any other amount due
hereunder and shall accrue at the Default Rate from the date due and payable
until paid in full. The rates hereunder shall be calculated based on a 360-day
year for the actual number of days elapsed.

     4.3   Bond Repurchase Fee.
           -------------------

          Simultaneous with the making of payments pursuant to Section 9.6(e),
CBI shall pay to the Agent a fee (the "Bond Repurchase Fee") equal to four
tenths of one percent (.40%) multiplied by the amount of such payment; provided,
however, that such fee shall not be applicable to the first Fifty Million
Dollars ($50,000,000) of such payments.

     4.4   Agent's Fees.
           ------------

          CBI and Atcon shall pay all fees required to be paid to the Agent
under the Fee Letter at the times and in the amounts set forth therein.

<PAGE>

     4.5   Letter of Credit Fees.
           ---------------------

               (a)  Letter of Credit Fee. In consideration of the issuance of
          Letters of Credit hereunder, CBI promises to pay to the Agent for the
          account of each Existing Lender a fee (the "Letter of Credit Fee") on
          such Existing Lender's Pro Rata Share of the average daily maximum
          amount available to be drawn under each such Letter of Credit computed
          at a per annum rate for each day from the date of issuance to the date
          of expiration equal to three percent (3%) per annum. The Letter of
          Credit Fee will be payable in arrears on a monthly basis.

               (b)  Issuing Bank Fees. In addition to the Letter of Credit Fee
          payable pursuant to clause (a) above, CBI promises to pay to the
          Issuing Bank for its own account without sharing by the other Existing
          Lenders the letter of credit fronting and negotiation fees agreed to
          by CBI and the Issuing Bank from time to time and the customary
          charges from time to time of the Issuing Bank with respect to the
          issuance, amendment, transfer, administration, cancellation and
          conversion of, and drawings under, such Letters of Credit
          (collectively, the "Issuing Bank Fees") and all fees or other amounts
          charged to the Issuing Bank by the Underlying Issuer.

     4.6   Authorization to Charge Loan Account.
           ------------------------------------

          Each Borrower hereby authorizes the Agent to charge its Loan Account
with the amount of all payments, fees and other amounts due hereunder or under
the Fee Letter to the Lenders, the Agent and the Issuing Bank as and when such
payments become due. Each Borrower confirms that any charges which the Agent may
so make to such Borrower's accounts as herein provided will be made as an
accommodation to such Borrower and solely at the Agent's discretion.

     4.7   Indemnification in Certain Events.
           ---------------------------------

          If after the Original Closing Date, either (a) any change in or in the
interpretation of any law or regulation is introduced, including, without
limitation, with respect to reserve requirements, applicable to Foothill or any
other banking or financial institution from whom any of the Lenders borrow funds
or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank
or any of the Lenders complies with any future guideline or request from any
central bank or other Governmental Authority or (c) a Funding Bank or any of the
Lenders determines that the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof has or would have the effect described below, or a Funding Bank or any
of the Lenders complies with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, and in the case of any event set forth in this clause (c),
such adoption, change or compliance has or would have the direct or indirect
effect of reducing the rate of return on any of the Lenders' capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such adoption, change or compliance (taking into
consideration the Funding

<PAGE>

Bank's or Lenders' policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, and the result of any of the foregoing
events described in clauses (a), (b) or (c) is or results in an increase in the
cost to any of the Lenders of funding or maintaining any Existing Commitment,
the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers
shall from time to time upon demand by the Agent, pay to the Agent additional
amounts sufficient to indemnify the Lenders against such increased cost. A
certificate as to the amount of such increased cost shall be submitted to the
Borrowers by the Agent and shall be conclusive and binding absent manifest
error.

     4.8   LIBOR Option.
           ------------

               (a)  Interest and Interest Payment Dates. In lieu of having
          interest charged at the rate based upon the Prime Rate, CBI shall have
          the option (the "LIBOR Option") to have interest on all or a portion
          of the Revolving Loans or the Original Term Loans be charged at a rate
          of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans
          shall be payable on the earliest of (i) the last day of the Interest
          Period applicable thereto, (ii) the occurrence of an Event of Default
          in consequence of which the Aggregate Required Lenders or Agent on
          behalf thereof elect to accelerate the maturity of all or any portion
          of the Obligations, or (iii) termination of this Agreement pursuant to
          the terms hereof. On the last day of each applicable Interest Period,
          unless CBI properly has exercised the LIBOR Option with respect
          thereto, the interest rate applicable to such LIBOR Rate Loan
          automatically shall convert to the rate of interest then applicable to
          Prime Rate Loans of the same type hereunder. At any time that an Event
          of Default has occurred and is continuing, CBI no longer shall have
          the option to request that Revolving Loans or Original Term Loans bear
          interest at the LIBOR Rate and Agent shall have the right to convert
          the interest rate on all outstanding LIBOR Rate Loans to the rate then
          applicable to Prime Rate Loans hereunder.

               (b)  LIBOR Election.

               (i)    CBI may, at any time and from time to time, so long as no
     Event of Default has occurred and is continuing, elect to exercise the
     LIBOR Option by notifying Agent prior to 11:00 a.m. (California time) at
     least three (3) Business Days prior to the commencement of the proposed
     Interest Period (the "LIBOR Deadline"). Notice of CBI's election of the
     LIBOR Option for a permitted portion of the Revolving Loans or Original
     Term Loans and an Interest Period pursuant to this Section shall be made by
     delivery to the Agent of a LIBOR Notice received by Agent before the LIBOR
     Deadline, or by telephonic notice received by the Agent before the LIBOR
     Deadline (to be confirmed by delivery to the Agent of a LIBOR Notice
     received by Agent prior to 5:00 p.m. New York City time (California time)
     on the same day. Promptly upon its receipt of each such LIBOR Notice, the
     Agent shall provide a copy thereof to each of the Existing Lenders.

               (ii)   Each LIBOR Notice shall be irrevocable and binding on CBI.
     In connection with each LIBOR Rate Loan, CBI shall indemnify, defend, and
     hold the

<PAGE>

     Agent and the Existing Lenders harmless against any loss, cost, or expense
     incurred by the Agent or any Existing Lender as a result of (a) the payment
     of any principal of any LIBOR Rate Loan other than on the last day of an
     Interest Period applicable thereto (including as a result of an Event of
     Default), (b) the conversion of any LIBOR Rate Loan other than on the last
     day of the Interest Period applicable thereto, or (c) the failure to
     borrow, convert, continue or prepay any LIBOR Rate Loan on the date
     specified in any LIBOR Notice delivered pursuant hereto (such losses,
     costs, and expenses, collectively, "Funding Losses"). Funding Losses shall,
     with respect to the Agent or any Existing Lender, be deemed to equal the
     amount determined by the Agent or such Existing Lender to be the excess, if
     any, of (i) the amount of interest that would have accrued on the principal
     amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR
     Rate that would have been applicable thereto, for the period from the date
     of such event to the last day of the then current Interest Period therefor
     (or, in the case of a failure to borrow, convert, or continue, for the
     period that would have been the Interest Period therefor), minus (ii) the
     amount of interest that would accrue on such principal amount for such
     period at the interest rate which the Agent or such Existing Lender would
     be offered were it to be offered, at the commencement of such period, for
     Dollar deposits of a comparable amount and period in the London interbank
     market. A certificate of the Agent or an Existing Lender delivered to CBI
     setting forth any amount or amounts that the Agent or such Existing Lender
     is entitled to receive pursuant to this Section shall be conclusive absent
     manifest error.

               (iii)  CBI shall have not more than five (5) LIBOR Rate Loans in
the aggregate in effect at any given time. CBI may only exercise the LIBOR
Option for LIBOR Rate Loans of at least $1,000,000 and integral multiples of
$500,000 in excess thereof.

<PAGE>

               (c)  Prepayments. CBI may prepay LIBOR Rate Loans at any time;
          provided, however, that in the event that LIBOR Rate Loans are prepaid
          on any date that is not the last day of the Interest Period applicable
          thereto, including as a result of any mandatory prepayment in
          accordance with Section 2.3(b) or for any other reason, including
          early termination of the term of this Credit Agreement or acceleration
          of all or any portion of the Obligations pursuant to the terms hereof,
          CBI shall indemnify, defend, and hold Agent and the Existing Lenders
          and their Participants harmless against any and all Funding Losses in
          accordance with clause (b)(ii) above; provided, however that if any
          prepayment would prepay a LIBOR Rate Loan, CBI may elect to either
          prepay such Loan at such time or have the Agent hold any such
          prepayment amount as cash collateral until the end of the Interest
          Period applicable to such LIBOR Rate Loan. All amounts held by the
          Agent as cash collateral pursuant to this Section 4.8(c) and not yet
          applied to prepay Loans shall bear interest for the account of CBI at
          a rate equal to the Federal Funds Rate. All such interest shall be
          treated as a portion of the original amount held as cash collateral by
          the Agent and shall be applied to prepay LIBOR Rate Loans, if
          applicable, in accordance with this Section 4.8(c).

               (d)  Special Provisions Applicable to LIBOR Rate.

               (i)    The LIBOR Rate may be adjusted by the Agent with respect
     to any Existing Lender on a prospective basis to take into account any
     additional or increased costs to such Existing Lender of maintaining or
     obtaining any eurodollar deposits or increased costs due to changes in
     applicable law occurring subsequent to the commencement of the then
     applicable Interest Period, including changes in tax laws (except changes
     of general applicability in corporate income tax laws) and changes in the
     reserve requirements imposed by the Board of Governors of the Federal
     Reserve System (or any successor), excluding the Reserve Percentage, which
     additional or increased costs would increase the cost of funding loans
     bearing interest at the LIBOR Rate. In any such event, the affected
     Existing Lender shall give CBI and the Agent notice of such a determination
     and adjustment and the Agent promptly shall transmit the notice to each
     other Existing Lender and, upon its receipt of the notice from the affected
     Existing Lender, CBI may, by notice to such affected Existing Lender (y)
     require such Existing Lender to furnish to CBI a statement setting forth
     the basis for adjusting such LIBOR Rate and the method for determining the
     amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect
     to which such adjustment is made (together with any amounts due under
     clause (b)(ii) above).

               (ii)   In the event that any change in market conditions or any
     law, regulation, treaty, or directive, or any change therein or in the
     interpretation or application thereof, shall at any time after the date
     hereof, in the reasonable opinion of any Existing Lender, make it unlawful
     or impractical for such Existing Lender to fund or maintain LIBOR Rate
     Loans or to continue such funding or maintaining, or to determine or charge
     interest rates at the LIBOR Rate, such Existing Lender shall give notice of
     such changed circumstances to the Agent and CBI and the Agent promptly
     shall transmit the notice to each other Existing Lender and (y) in the case
     of any LIBOR Rate Loans of such Existing Lender that are outstanding, the
     date specified in such Existing Lender's

<PAGE>

     notice shall be deemed to be the last day of the Interest Period of such
     LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Existing
     Lender thereafter shall accrue interest at the rate then applicable to
     Prime Rate Loans, and (z) CBI shall not be entitled to elect the LIBOR
     Option until such Existing Lender determines that it would no longer be
     unlawful or impractical to do so.

               (e)  No Requirement of Matched Funding. Anything to the contrary
          contained herein notwithstanding, neither Agent, nor any Existing
          Lender, nor any of their participants, is required actually to acquire
          eurodollar deposits to fund or otherwise match fund any Obligation as
          to which interest accrues at the LIBOR Rate. The provisions of this
          Section shall apply as if each Existing Lender or its participants had
          match funded any Obligation as to which interest is accruing at the
          LIBOR Rate by acquiring eurodollar deposits for each Interest Period
          in the amount of the LIBOR Rate Loans.

                                   ARTICLE V.

                              CONDITIONS PRECEDENT

          The obligation of the Lenders to make the Term Loans or any Revolving
Loan or of the Issuing Bank to issue any Letter of Credit hereunder is subject
to the satisfaction of, or waiver of, immediately prior to or concurrently with
the making of such Term Loans or any Revolving Loan or issuance of such Letter
of Credit the following conditions precedent:

     5.1   Original Closing Date Conditions.
           --------------------------------

          The obligation of each Lender to make Loans and/or of the Issuing Bank
to issue Letters of Credit under the Original Credit Agreement was subject to
the satisfaction, on or prior to the Original Closing Date, of the following
conditions precedent (all of which were either satisfied or waived):

               (a)  Executed Credit Documents. Receipt by the Agent of duly
          executed copies of: the Original Credit Agreement; the Notes issued
          pursuant to the Original Credit Agreement; the Security Documents and
          the Guarantees; and all other Credit Documents, and each other
          agreement, document, certificate or instrument described on the
          Closing Checklist attached to the Original Credit Agreement as Exhibit
          K, each in form and substance acceptable to the Agent and the Lenders
          in their sole discretion.

               (b)  Corporate Documents. Receipt by the Agent of the following:

               (i)    Charter Documents. Copies of the articles or certificates
     of incorporation or formation or other charter documents of each Original
     Credit Party certified, to the extent available, to be true and complete as
     of a recent date by the appropriate Governmental Authority of the state or
     other jurisdiction of its incorporation or formation and certified by a
     secretary or assistant secretary of such Original Credit Party to be true
     and correct as of the Original Closing Date.

<PAGE>

               (ii)   Bylaws. A copy of the bylaws or limited liability company
     agreement or similar agreement of each Original Credit Party certified by a
     secretary or assistant secretary of such Original Credit Party to be true
     and correct as of the Original Closing Date.

               (iii)  Resolutions. Copies of resolutions of the Board of
     Directors or similar managing body of each Original Credit Party approving
     and adopting the Credit Documents to which it is a party, the transactions
     contemplated therein and authorizing execution and delivery thereof,
     certified by a secretary or assistant secretary of such Original Credit
     Party to be true and correct and in force and effect as of the Original
     Closing Date.

               (iv)   Good Standing. Copies of (i) certificates of good
     standing, existence or its equivalent with respect to each Original Credit
     Party certified as of a recent date by the appropriate Governmental
     Authorities of the state or other jurisdiction of incorporation and each
     other jurisdiction in which the failure to so qualify and be in good
     standing could reasonably be expected to have a Material Adverse Effect and
     (ii) to the extent available, a certificate indicating payment of all
     corporate franchise taxes certified as of a recent date by the appropriate
     taxing Governmental Authorities.

               (v)    Incumbency. An incumbency certificate of each Original
     Credit Party certified by a secretary or assistant secretary to be true and
     correct as of the Original Closing Date.

               (c)  Financial Statements. Receipt by the Agent and the Lenders
          of the unaudited balance sheet of CBI as of, and a statement of income
          for the period ending, September 30, 2000 prepared by the chief
          accounting officer of CBI and such other information relating to the
          Borrower Entities (determined at the Original Closing Date) as the
          Agent may reasonably require in connection with the structuring and
          syndication of credit facilities of the type described herein.

               (d)  Opinions of Counsel. Receipt by the Agent of an opinion,
     or opinions (which covered, among other things, authority, legality,
     validity, binding effect, enforceability and attachment and perfection of
     liens) satisfactory to the Agent, addressed to the Agent and the Lenders
     and dated the Original Closing Date, from legal counsel to CBI and the
     relevant Subsidiaries.

               (e)  Collateral. Receipt by the Agent of:

               (i)    searches of Uniform Commercial Code, PPSA or other similar
     filings in the jurisdiction of the chief executive office of each Secured
     Credit Party (as defined in the Original Credit Agreement) as of the
     Original Closing Date and each jurisdiction where any Collateral is located
     or where a filing would need to be made in order to perfect the Agent's
     security interest in the Collateral, copies of the financing statements on
     file in such jurisdictions and evidence that no Liens exist other than
     Permitted Liens;

<PAGE>

               (ii)   duly executed UCC, PPSA or other similar financing
     statements for each appropriate jurisdiction as is necessary, in the
     Agent's sole discretion, to perfect the Agent's security interest in the
     Collateral;

               (iii)  searches of ownership of intellectual property in the
     appropriate governmental offices and such patent/trademark/copyright
     filings as requested by the Agent in order to perfect the Agent's security
     interest in the Collateral;

               (iv)   all instruments and chattel paper in the possession of
     CBI, together with allonges or assignments as may be necessary or
     appropriate to perfect the Agent's security interest in the Collateral to
     the extent required under the Security Agreement;

               (v)    duly executed consents as are necessary, in the Agent's
     sole discretion, to perfect the Agent's security interest in the
     Collateral, including, without limitation, such Acknowledgment Agreements
     as the Agent may require;

               (vi)   duly executed tri-party agreements in form and substance
     acceptable to the Agent with respect to each bank account of CBI (other
     than payroll and petty cash bank accounts maintained as zero balance
     accounts and other similar bank accounts having limited or no activity and
     balances of not more than $10,000 and disbursement accounts and investment
     accounts acceptable to the Agent); and

               (vii)  duly executed mortgages on the real property which is
     owned by CBCNA.

               (f)  Prioriity of Liens. Receipt by the Agent of satisfactory
          evidence that the Agent, on behalf of the Lenders, holds a perfected,
          first priority Lien on all Collateral (subject only to Permitted
          Liens).

               (g)  Opening Revolving Credit Borrowing Base Certificate.
          Agreement between the Agent and CBI upon the Revolving Credit
          Borrowing Base calculation and reporting procedures and receipt by the
          Agent of a Revolving Credit Borrowing Base Certificate as of March 7,
          2001, substantially in the form of Exhibit G and certified by the
          chief accounting officer or treasurer of CBI on the Original Closing
          Date to be true and correct as of February 24, 2001.

               (h)  [intentionally deleted]

               (i)  [intentionally deleted]

               (j)  Evidence of Insurance. Receipt by the Agent of copies of
          insurance policies or certificates of insurance of CBI and it
          Subsidiaries evidencing liability and casualty insurance meeting the
          requirements set forth in the Credit Documents, including, without
          limitation, naming the Agent as loss payee on behalf of the Lenders
          and as additional insured to the extent required by Section 7.10.

<PAGE>

               (k)  Corporate Structure. The corporate capital and ownership
          structure of CBI and its Subsidiaries shall be as described in
          Schedule 6.9.

               (l)  Consents. Receipt by the Agent of evidence that all
          governmental, shareholder and third party consents and approvals
          required in connection with the transactions and the related
          financings contemplated hereby and expiration of all applicable
          waiting periods without any action being taken by any authority that
          could restrain, prevent or impose any material adverse conditions on
          such transactions or that could seek or threaten any of the foregoing,
          and no law or regulation shall be applicable which in the judgment of
          the Agent could have such effect.

               (m)  Litigation. There shall not exist any pending or threatened
          action, suit, investigation or proceeding against CBI or any of its
          Subsidiaries or its assets that could reasonably be expected to have a
          Material Adverse Effect.

               (n)  Other Indebtedness. Receipt by the Agent of evidence that,
          after giving effect to the making of the Loans made on the Original
          Closing Date, CBI and its Subsidiaries shall have no Funded
          Indebtedness other than the Indebtedness under the Credit Documents
          and as disclosed on Schedule 1.1D.

               (o)  Solvency Certificate. Receipt by the Agent of an officer's
          certificate for CBI prepared by its chief accounting officer or
          treasurer as to the financial condition, solvency and related matters
          of CBI, in each case after giving effect to the initial borrowings
          under the Credit Documents, in substantially the form of Exhibit H
          hereto.

               (p)  Officer's Certificates. Receipt by the Agent of a
          certificate or certificates executed by the president or chief
          accounting officer or treasurer of CBI as of the Original Closing Date
          stating that (i) after giving effect to the making of the Loans and
          application of the proceeds thereof, CBI is in compliance with all
          existing financial obligations, (ii) all governmental, shareholder and
          third party consents and approvals, if any, with respect to the Credit
          Documents and the transactions contemplated thereby have been
          obtained, (iii) no action, suit, investigation or proceeding is
          pending or threatened in any court or before any arbitrator or
          governmental instrumentality that purports to affect CBI or any
          transaction contemplated by the Credit Documents, if such action,
          suit, investigation or proceeding could reasonably be expected to have
          a Material Adverse Effect and (iv) immediately after giving effect to
          this Credit Agreement, the other Credit Documents and all the
          transactions contemplated therein to occur on such date, (A) CBI is
          Solvent, (B) no Default or Event of Default exists, (C) all
          representations and warranties contained herein and in the other
          Credit Documents are true and correct in all material respects, and
          (D) CBI is in compliance with each of the financial covenants set
          forth in Article VIII.

<PAGE>

               (q)  Fees and Expenses. Payment by CBI of all fees and expenses
          owed by it to the Lenders and the Agent, including, without
          limitation, payment to the Agent of the fees set forth in the Fee
          Letter.

               (r)  Sources and Uses; Payment Instructions. Receipt by the
          Agent of (a) a statement of sources and uses of funds covering all
          payments reasonably expected to be made by CBI in connection with the
          transactions contemplated by the Credit Documents to be consummated on
          the Original Closing Date, including an itemized estimate of all fees,
          expenses and other closing costs and (b) payment instructions with
          respect to each wire transfer to be made by the Agent on behalf of the
          Lenders or CBI on the Original Closing Date setting forth the amount
          of such transfer, the purpose of such transfer, the name and number of
          the account to which such transfer is to be made, the name and ABA
          number of the bank or other financial institution where such account
          is located and the name and telephone number of an individual that can
          be contacted to confirm receipt of such transfer.

               (s)  Account Designation Letter. Receipt by the Agent of an
          Account Designation Letter substantially in the form of Exhibit I
          hereto.

               (t)  Material Adverse Change. (i) No material adverse change in
          the business, operations, profits or prospects of CBI and its
          Subsidiaries, taken as a whole, shall have occurred since September
          30, 2000 and (ii) on or prior to the Original Closing Date, there
          shall not have occurred a substantial impairment of the financial
          markets generally which, in the opinion of the Lenders, has materially
          and adversely affected the transactions contemplated hereby.

               (u)  Availability. The Lenders shall be satisfied that, after
          reserving for amounts to bring the current liabilities of CBI within
          their terms (and after giving effect to payments made to comply with
          item (r) above), the sum of (a) Availability plus (ii) the
          unrestricted cash and Cash Equivalents then held or owned directly by
          CBI, shall be equal to at least $40,000,000.

               (v)  PACA. Receipt by the Agent of evidence satisfactory to the
          Agent that all contracts between CBI and any of its Subsidiaries that
          are subject to the benefits of PACA have payment terms of at least
          thirty-one (31) days and include language necessary to exclude the
          underlying sales transactions from the benefits of PACA.

               (w)  Subordination. Receipt by the Agent of evidence
          satisfactory to the Agent that (i) either (A) all obligations (other
          than obligations in an aggregate principal amount not to exceed
          $40,000,000, which are evidenced by a note in form and substance
          acceptable to the Agent, and other than amounts accruing after January
          1, 2001 relating to amounts owing with respect to overhead or tax
          sharing agreements) of CBI or any of its Subsidiaries owing to CBII
          have been converted into equity or (B) all claims of and amounts, now
          or in the future, owing by CBI or any of its Subsidiaries to CBI or
          any of its

<PAGE>

          Subsidiaries are subordinated to the Obligations, and (ii) all claims
          of, and amounts now or in the future owing by CBI or any of its
          Subsidiaries to CBII are subordinated to the Obligations.

               (x)  Sales Agent. Receipt by the Agent of evidence satisfactory
          to the Agent that (i) CBCNA is the agent of CBI for the sale of
          bananas, plantains and other items in the United States and that all
          money received by CBCNA in connection with such sales is received for
          the benefit of, and is the property of, CBI, (ii) CBCNA is no longer
          the agent of, and no longer collects any funds for or on behalf of,
          CBII, (iii) Chiquita (Canada) Inc. is the agent of CBI for the sale of
          bananas, plantains and other items in Canada and that all money
          received by Chiquita (Canada) Inc. in connection with such sales is
          received for the benefit of, and is the property of, CBI and (iv)
          Chiquita (Canada) Inc. is no longer the agent of, and no longer
          collects any funds for or on behalf of, CBII.

               (y)  Other. Receipt by the Lenders of such other documents,
          instruments, agreements or information as reasonably requested by any
          Lender, including, without limitation, information regarding
          litigation, tax, accounting, labor, insurance, pension liabilities
          (actual or contingent), real estate leases, material contracts, debt
          agreements, property ownership and contingent liabilities of CBI.

               (z)  Receipt by the Agent of copies, certified by an officer of
          CBI as being true, correct, complete and in full force and effect and
          not modified, of each of the following documents:

               (i)    that certain License Agreement dated as of December 31,
     2000 by and between CBI and CBII;

               (ii)   that certain Banana Supply Agreement made effective as of
     December 31, 2000 by and between CIL and CBI;

               (iii)  that certain Business Assignment Agreement made effective
     as of December 31, 2000 by and between CBII and CBI;

               (iv)   that certain U.S. Sale of Fruit Commission Sales Agreement
     dated effective as of December 31, 2000 by and between CBI and CBCNA;

               (v)    that certain Canadian Sale of Fruit Commission Sales
     Agreement dated effective as of December 31, 2000 by and between CBI and
     Chiquita (Canada) Inc.;

              (vi)    that certain Waiver dated as of December 31, 2000 by and
     between CIL and CBI; and

               (vii)  that certain Subordinated Promissory Note dated December
     31, 2000 made by CBI in favor of CBII in an original principal amount equal
     to $40,000,000.

<PAGE>

     5.2  Closing Conditions.
          ------------------

          The obligation of each Lender to make Loans and/or of the Issuing
Bank to issue Letters of Credit under this Credit Agreement is subject to the
satisfaction, on or prior to the Closing Date, of the following conditions
precedent:

               (a)  Executed Credit Documents. Receipt by the Agent of duly
          executed copies of this Credit Agreement, the Notes, all other Credit
          Documents amended or otherwise modified or executed in connection with
          the transactions contemplated by this Credit Agreement, and each other
          agreement, document, certificate or instrument described on the
          Closing Checklist attached hereto as Exhibit K, each in form and
          substance acceptable to the Agent and the Lenders in their reasonable
          judgment.

               (b)  Corporate Documents. Receipt by the Agent of a certificate
          of a secretary or assistant secretary of each Secured Credit Party
          certifying that as of the Closing Date the following statements are
          true and correct or attaching the following, as applicable.

               (i)    Charter Documents. The articles or certificates of
     incorporation or formation or other charter documents of each Secured
     Credit Party have not been amended after the Original Closing Date or, in
     the case of Secured Credit Parties that became such after the Original
     Closing Date, the date such information was supplied to the Agent.

               (ii)   Bylaws. The bylaws or limited liability company agreement
     or similar agreement of each Secured Credit Party has not been amended
     after the Original Closing Date or, in the case of Secured Credit Parties
     that became such after the Original Closing Date, the date such information
     was supplied to the Agent.

               (iii)  Resolutions. Copies of resolutions of the Board of
     Directors or similar managing body of each Credit Party approving, in the
     case of the Borrowers, the Credit Agreement and, in the case of the other
     Credit Parties, the transactions contemplated by the Credit Agreement and,
     in the case of the Borrowers, authorizing execution and delivery thereof,
     and in the case of the other Credit Parties, acknowledging and reaffirming
     the Credit Documents to which such other Credit Party is a party.

               (c)  Opinions of Counsel. Receipt by the Agent of an opinion, or
          opinions (which shall cover, among other things, authority, legality,
          validity, binding effect, enforceability) satisfactory to the Agent,
          addressed to the Agent and the Lenders and dated the Closing Date,
          from legal counsel to the Borrowers.

               (d)  Officer's Certificates. The Agent shall have received a
          certificate or certificates executed by the president or chief
          accounting officer or treasurer of CBI as of the Closing Date stating
          that (i) after giving effect to the making of the Loans and
          application of the proceeds thereof, the Borrowers are in compliance
          with all existing financial obligations, (ii) all governmental,

<PAGE>

          shareholder and third party consents and approvals, if any, with
          respect to the Credit Documents and the transactions contemplated
          thereby have been obtained, (iii) except as disclosed to the Agent in
          writing by the Borrowers, no action, suit, investigation or proceeding
          is pending or threatened in any court or before any arbitrator or
          governmental instrumentality that purports to affect the Borrowers or
          any transaction contemplated by the Credit Documents, if such action,
          suit, investigation or proceeding could reasonably be expected to have
          a Material Adverse Effect and (iv) immediately after giving effect to
          this Credit Agreement, the other Credit Documents and all the
          transactions contemplated herein or therein to occur on such date, (A)
          each of the Borrowers is Solvent, (B) no Default or Event of Default
          exists, (C) all representations and warranties contained herein and in
          the other Credit Documents are true and correct in all material
          respects, and (D) the Borrowers are in compliance with each of the
          financial covenants set forth in Article VIII.

               (e)  Fees and Expenses. Payment by the Borrowers of all fees and
          expenses owed by the Borrowers to the Lenders and the Agent,
          including, without limitation, payment to the Agent of the fees set
          forth in the Fee Letter.

               (f)  Material Adverse Change. (i) No material adverse change in
          the business, operations, profits or prospects of CBI and its
          Subsidiaries, taken as a whole, shall have occurred since September
          30, 2002 and (ii) on or prior to the Closing Date, there shall not
          have occurred a substantial impairment of the financial markets
          generally which, in the opinion of the Lenders, has materially and
          adversely affected the transactions contemplated hereby.

               (g)  Availability. The Lenders shall be satisfied that on the
          Closing Date (for the purposes of the making of the Term B Loans and
          the other Loans to be made on the Closing Date), after reserving for
          amounts to bring the current liabilities of CBI and its Subsidiaries
          (other than the Excluded Entities) within their terms, the sum of (i)
          Availability, plus (ii) CBI's and its Subsidiaries' (other than any
          Excluded Entity's) unrestricted cash and Cash Equivalents shall be
          equal to at least $25,000,000.

               (h)  Review of Books and Records. Satisfactory review by the
          Lenders of the Borrowers' books and records and the operating
          projections for CBI and its Subsidiaries performed by a third party.

               (i)  Review of German Acquisition and German Financing Documents.
          Satisfactory review by the Lenders of the German Acquisition and
          German Financing Documents.

               (j)  Completion of German Acquisition. Evidence of completion of
          the German Acquisition and the simultaneous funding of the German
          Financing with the proceeds of the Term B Loans.

<PAGE>

               (k)  Post-Closing Agreement. Receipt by the agent of a
          Post-Closing Agreement, in form and substance satisfactory to the
          Agent, duly executed by each of the Borrowers.

               (l)  Other. Receipt by the Lenders of such other documents,
          instruments, agreements or information as reasonably requested by any
          Lender, including, without limitation, information regarding
          litigation, tax, accounting, labor, insurance, pension liabilities
          (actual or contingent), real estate leases, material contracts, debt
          agreements, property ownership and contingent liabilities of the
          Borrowers.

     5.3  Conditions to all Loans and Letters of Credit.
          ---------------------------------------------

               (a)  On the date of the making of any Term Loan, Revolving Loan
          or the issuance of any Letter of Credit, both before and after giving
          effect thereto and to the application of the proceeds therefrom, the
          following statements shall be true in the reasonable judgment of the
          Agent (and each request for a Term Loan, a Revolving Loan and request
          for a Letter of Credit, and the acceptance by the respective Borrower
          of the proceeds of such Term Loan, Revolving Loan or issuance of such
          Letter of Credit, shall constitute a representation and warranty by
          such Borrower that on the date of such Term Loan, Revolving Loan or
          issuance of such Letter of Credit before and after giving effect
          thereto and to the application of the proceeds therefrom, such
          statements are true):

               (i)    the representations and warranties contained in the Credit
     Documents are true and correct in all material respects on and as of the
     date of such Term Loan, Revolving Loan or issuance of such Letter of Credit
     as though made on and as of such date, except to the extent that such
     representations and warranties expressly relate solely to an earlier date
     (in which case such representations and warranties shall have been true and
     complete on and as of such earlier date);

               (ii)   no event has occurred and is continuing, or would result
     from such Term Loan, Revolving Loan or issuance of such Letter of Credit or
     the application of the proceeds thereof, which would constitute a Default
     or an Event of Default under this Credit Agreement; and

               (iii)  No material adverse change in the business, operations,
     profits or prospects of CBI and its Subsidiaries, taken as a whole, shall
     have occurred since September 30, 2002.

               (b)    In connection with the making of any Revolving Loan or
          Term Loan, the Agent shall have received a Notice of Borrowing to the
          extent such Notice of Borrowing is required to be given with respect
          to the making of such Revolving Loan or Term Loan.

<PAGE>

                                   ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

          Notwithstanding anything to the contrary in this Credit Agreement or
any of the other Credit Documents, to the extent that any of the representations
and warranties in this Article VI relate to any of the members of the Chiquita
Fresh German Group other than Atcon or any of their activities, operations,
liabilities, or properties, such representations and warranties shall be limited
in each such instance until June 30, 2003 (the "Bring Down Date") to the
knowledge (after due inquiry) as of the Closing Date of CBI and its Subsidiaries
(other than members of the Chiquita Fresh German Group). The Borrowers covenant
and agree to prepare and to deliver to each Term B Lender by the Bring Down Date
written supplements to all schedules to this Credit Agreement so that the
representations and warranties in this Article VI are true and correct as of the
Bring Down Date as if such supplements were part of the applicable schedules
and, to the extent that each Term B Lender notifies the Agent in writing that
such supplements are acceptable, such supplements shall constitute part of the
applicable Schedule.

          In order to induce the Lenders to enter into this Credit Agreement and
the Issuing Bank to issue the Letters of Credit, and to make available the
credit facilities contemplated hereby, each Borrower hereby represents and
warrants to the Lenders and the Issuing Bank as of the Closing Date, on the date
of each extension of credit hereunder and on the Bring Down Date, as follows:

     6.1   Organization and Qualification.
           ------------------------------

          CBI and each of its Subsidiaries (i) is a limited liability company,
corporation or entity duly organized, validly existing and in good standing
under the laws of the state of its jurisdiction or organization, (ii) has the
power and authority to own its properties and assets and to transact the
businesses in which it is presently, or proposes to be, engaged, and (iii) is
duly qualified and is authorized to do business and is in good standing in every
jurisdiction in which the failure to be so qualified could reasonably be
expected to have a Material Adverse Effect. Schedule 6.1 contains a true,
correct and complete list of all jurisdictions in which each Secured Credit
Party is qualified to do business as a foreign corporation or foreign limited
liability company as of the Closing Date.

     6.2   Solvency.
           --------

          Each Borrower is Solvent.

     6.3   Liens; Inventory.
           ----------------

          There are no Liens in favor of third parties with respect to any of
the Collateral, other than Permitted Liens. Upon the proper filing of financing
statements and the proper recordation of other applicable documents with the
appropriate filing or recordation offices in each of the necessary
jurisdictions, the security interests granted pursuant to the Credit Documents
constitute and shall at all times constitute valid and enforceable and, with
respect to assets in which a security interest can be perfected by filing,
first, prior and perfected Liens on

<PAGE>

the Collateral (other than Permitted Liens). Each Borrower or the relevant
Subsidiary, as applicable, is or will be at the time additional Collateral is
acquired by it, the absolute owner of the Collateral with full right to pledge,
sell, consign, transfer and create a Lien therein, free and clear of any and all
Liens in favor of third parties, except Permitted Liens. CBI and each of its
Subsidiaries which is a party to a Security Document will at its expense
warrant, until payment in full of the Obligations and termination of the
Existing Commitments, and, at the Agent's request, defend the Collateral from
any and all Liens (other than Permitted Liens) of any third party.

     6.4   No Conflict.
           -----------

          The execution and delivery by each of the Borrower Entities of this
Credit Agreement and each of the other Credit Documents executed and delivered
in connection herewith by one or more of the Borrower Entities and the
performance of the obligations of such Borrower Entities hereunder and
thereunder and the consummation by such Borrower Entities of the transactions,
including without limitation the German Acquisition and the German Financing,
contemplated hereby and thereby: (i) are within the corporate or limited
liability company powers of such Borrower Entity; (ii) are duly authorized by
the Board of Directors or similar managing body of such Borrower Entity; (iii)
are not in contravention of the terms of the organizational documents of such
Borrower Entity or of any indenture, contract, lease, agreement, instrument or
other commitment to which such Borrower Entity is a party or by which such
Borrower Entity or any of its properties are bound; (iv) do not require the
consent, registration or approval of any Governmental Authority or any other
Person (except such as have been duly obtained, made or given, and are in full
force and effect); (v) do not contravene any statute, law, ordinance,
regulation, rule, order or other governmental restriction applicable to or
binding upon such Borrower Entity; and (vi) will not, except as contemplated
herein for the benefit of the Agent on behalf of the Lenders, result in the
imposition of any Liens upon any property of such Borrower Entity under any
existing indenture, mortgage, deed of trust, loan or credit agreement or other
material agreement or instrument to which such Borrower Entity is a party or by
which it or any of its property may be bound or affected.

     6.5   Enforceability.
           --------------

          The Credit Agreement and all of the other Credit Documents executed
and delivered by each Borrower are the legal, valid and binding obligations of
such Borrower, and with respect to those Credit Documents executed and delivered
by any of CBI's Subsidiaries, of each such Subsidiary, and are enforceable
against each Borrower and such Subsidiaries, as the case may be, in accordance
with their terms except as such enforceability may be limited by (i) the effect
of any applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally, (ii) general principles of equity
and (iii) the effect of foreign laws which may limit the enforcement of certain
provisions of a Credit Document executed by a non-United States entity provided
that the effect thereof does not materially impair the rights and remedies of
the Agent and the Lenders under such Credit Document.

<PAGE>

     6.6   Financial Data.
           --------------

          CBI has furnished to the Lenders the following financial statements
(the "Financials"): (i) the unaudited consolidated balance sheet of CBI as of,
and consolidated statements of income for the fiscal year ended, December 31,
2001; (ii) the unaudited consolidated balance sheet of CBI as of, and
consolidated statement of income for the nine (9) months ended, September 30,
2002 prepared by the chief accounting officer of CBI and (iii) the unaudited
consolidated balance sheet of "Hameico" Fruit Trade GmbH ("Hameico"), as of, and
consolidated statement of income for the years ended, September 30, 2002 and
2001, prepared by the chief accounting officer of Atlanta. The Financials are
and the historical financial statements to be furnished to the Lenders in
accordance with Section 7.1 below will be in accordance with the books and
records of CBI, except as provided in Section 7.1, and fairly present the
financial condition of CBI at the dates thereof and the results of operations
for the periods indicated (subject, to normal year-end and audit adjustments and
the absence of statements of cash flows, shareholder's equity and footnotes).
Such financial statements have been and will be prepared in conformity with GAAP
(other than the financial statements of Hameico previously provided to the
Lenders which shall have been prepared in accordance with German generally
accepted accounting principles) consistently applied throughout the periods
involved, except as provided in Section 7.1 or as otherwise disclosed in such
financial statements. Since September 30, 2002, there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.

     6.7   Locations of Offices, Records and Inventory.
           -------------------------------------------

          The Secured Credit Parties' principal places of business and chief
executive offices are set forth in Schedule 6.7 hereto, and the books and
records of the Secured Credit Parties and all chattel paper and all records of
accounts are located at the principal places of business and chief executive
offices of such Secured Credit Party. There is no jurisdiction in the United
States in which any Secured Credit Party or any of its Subsidiaries has any
Collateral (except for vehicles, intermodal equipment consisting of containers,
mobile refrigeration units and mobile generator sets, Inventory held for
shipment by third Persons, Inventory in transit, Inventory held for processing
by third Persons, or immaterial quantities of assets, equipment or Inventory)
other than those jurisdictions listed on Schedule 6.7. Schedule 6.7 is a true,
correct and complete list of (i) the legal names and addresses of each
warehouseman, filler, processor and packer at which Inventory is stored, (ii)
the address of the chief executive offices of the Secured Credit Parties and
(iii) the address of all offices where records and books of account of the
Secured Credit Parties are kept. None of the receipts received by any of the
Secured Credit Parties from any warehouseman, filler, processor or packer states
that the goods covered thereby are to be delivered to bearer or to the order of
a named person or to a named person and such named person's assigns.

     6.8   Fictitious Business Names.
           -------------------------

          No Secured Credit Party has used any corporate or fictitious name
during the five (5) years preceding the date hereof, other than the name shown
on its or such Subsidiary's articles or certificate of incorporation or
certification of formation and as set forth on Schedule 6.8.

<PAGE>

     6.9   Subsidiaries.
           ------------

          The only Subsidiaries of CBI are those listed on Schedule 6.9 attached
hereto. The record and beneficial owner of all of the shares of Capital Stock of
each of the Subsidiaries listed on Schedule 6.9 is as set forth on Schedule 6.9,
there are no proxies, irrevocable or otherwise, with respect to such shares, and
no equity securities of any of the Subsidiaries are or may become required to be
issued by reason of any options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, shares of any Capital Stock of any
Subsidiary, and there are no contracts, commitments, understandings or
arrangements by which any Subsidiary is or may become bound to issue additional
shares of its Capital Stock or securities convertible into or exchangeable for
such shares. All of such shares so owned by CBI are owned by it free and clear
of any Liens other than Permitted Liens. Each of the Persons identified on
Schedule 6.9 as an Inactive Subsidiary is an Inactive Subsidiary.

     6.10  No Judgments or Litigation.
           --------------------------

          Except as set forth on Schedule 6.10, no judgments, orders, writs or
decrees are outstanding against CBI or any of its Subsidiaries nor is there now
pending or, to the best of each Borrower's knowledge after diligent inquiry,
threatened any litigation, contested claim, investigation, arbitration, or
governmental proceeding by or against CBI or any of its Subsidiaries except
judgments and pending or threatened litigation, contested claims,
investigations, arbitrations and governmental proceedings which could not
reasonably be expected to have a Material Adverse Effect.

     6.11  No Defaults.
           -----------

          Neither CBI nor any of its Subsidiaries is in default under any term
of any indenture, contract, lease, agreement, instrument or other commitment to
which any of them is a party or by which any of them is bound which default has
had or could be reasonably expected to have a Material Adverse Effect.

     6.12  No Employee Disputes.
           --------------------

          There are no controversies pending or, to the best of each Borrower's
knowledge after diligent inquiry, threatened between CBI or any of its
Subsidiaries and any of their respective employees, other than those arising in
the ordinary course of business which could not, in the aggregate, have a
Material Adverse Effect.

     6.13  Compliance with Law.
           -------------------

          Neither CBI nor any of its Subsidiaries has violated or failed to
comply with any statute, law, ordinance, regulation, rule or order of any
foreign, federal, state or local government, or any other Governmental Authority
or any self regulatory organization, or any judgment, decree or order of any
court, applicable to its business or operations except where the aggregate of
all such violations or failures to comply would not have a Material Adverse
Effect. The conduct of the business of CBI and each of its Subsidiaries is in
conformity with all securities, commodities, energy, public utility, zoning,
building code, health, OSHA and

<PAGE>

environmental requirements and all other foreign, federal, state and local
governmental and regulatory requirements and requirements of any self regulatory
organizations, except where such non-conformities could not reasonably be
expected to have a Material Adverse Effect. Neither CBI nor any of its
Subsidiaries has received any notice to the effect that, or otherwise been
advised that, it is not in compliance with, and neither CBI nor any of its
Subsidiaries has any reason to anticipate that any currently existing
circumstances are likely to result in the violation of any such statute, law,
ordinance, regulation, rule, judgment, decree or order which failure or
violation could reasonably be expected to have a Material Adverse Effect.

     6.14  PACA.
           ----

          Neither CBI nor any of its Subsidiaries has violated or failed to
comply with PACA, except for any violation or failure which could not reasonably
be expected to have a Material Adverse Effect. Neither the purchases by CIL of
bananas nor the purchases by CIL of plantains give rise to the formation of a
trust under PACA. Neither the purchases by CBI of bananas from CIL nor the
purchases from CIL of plantains give rise to the formation of a trust under
PACA. Neither the bananas nor the plantains, the sales of which in each case
give rise to Accounts, nor the Accounts, are subject to a trust under PACA.

     6.15  ERISA.
           -----

          Neither CBI, any of its Subsidiaries nor any Controlled ERISA
Affiliate maintains or contributes to any Benefit Plan or Retiree Health Plan
other than those listed on Schedule 6.15. Each such Benefit Plan has been and is
being maintained and funded in accordance with its terms and in compliance in
all material respects with all provisions of ERISA and the Internal Revenue Code
applicable thereto. CBI, each of its Subsidiaries and each Controlled ERISA
Affiliate has fulfilled all obligations related to the minimum funding standards
of ERISA and the Internal Revenue Code for each Benefit Plan, is in compliance
in all material respects with the currently applicable provisions of ERISA and
of the Internal Revenue Code and has not incurred any liability (other than
routine liability for premiums) under Title IV of ERISA. Except as previously
reported to the Agent, no Termination Event has occurred nor has any other event
occurred that may result in such a Termination Event which could reasonably be
expected to have a Material Adverse Effect. No event or events have occurred in
connection with which CBI, any of its Subsidiaries, any Controlled ERISA
Affiliate, any fiduciary of a Benefit Plan or any Benefit Plan, directly or
indirectly, would be subject to any liability, individually or in the aggregate,
under ERISA, the Internal Revenue Code or any other law, regulation or
governmental order or under any agreement, instrument, statute, rule of law or
regulation pursuant to or under which any such entity has agreed to indemnify or
is required to indemnify any person against liability incurred under, or for a
violation or failure to satisfy the requirements of, any such statute,
regulation or order which could reasonably be expected to have a Material
Adverse Effect. No ERISA Affiliate (excluding for purposes hereof any ERISA
Affiliate which is a Controlled ERISA Affiliate) has incurred or to the best
knowledge of CBI and its Subsidiaries, could reasonably be expected to incur,
any liability under ERISA, the Internal Revenue Code, or any other applicable
law that has had or could reasonably be expected to have a Material Adverse
Effect.

<PAGE>

     6.16  Compliance with Environmental Laws.
           ----------------------------------

          Except as disclosed on Schedule 6.16 attached hereto, (a) the
operations of CBI and each of its Subsidiaries comply with all applicable
federal, state or local environmental, health and safety statutes, regulations,
directions, ordinances, criteria or guidelines except where such failure to
comply could not reasonably be expected to have a Material Adverse Effect and
(b) to each Borrower's knowledge, none of the operations of CBI or any of its
Subsidiaries is the subject of any judicial or administrative proceeding
alleging the violation of any federal, state or local environmental, health or
safety statute, regulation, direction, ordinance, criteria or guidelines except
where such proceeding could not reasonably be expected to have a Material
Adverse Effect. Except as disclosed on Schedule 6.16, to each Borrower's
knowledge, none of the operations of CBI or any of its Subsidiaries is the
subject of any federal or state investigation evaluating whether CBI or any of
its Subsidiaries disposed any hazardous or toxic waste, substance or constituent
or other substance at any site that may require remedial action, or any federal
or state investigation evaluating whether any remedial action is needed to
respond to a release of any hazardous or toxic waste, substance or constituent,
or other substance into the environment where it is reasonably likely that any
Borrower's share of the cost of remediation or clean-up would exceed $250,000.
Except as disclosed on Schedule 6.16, neither CBI nor any of its Subsidiaries
has filed any notice under CERCLA Section 103(c), 42 U.S.C. Section 9603(c) or
its equivalent order, or any other federal or state law indicating past or
present treatment, storage or disposal of a hazardous waste or reporting an
unpermitted spill or release of a hazardous or toxic waste, substance or
constituent that remains uncorrected where it is reasonably likely that CBI's
share of the cost of remediation or clean-up would exceed $250,000. Except as
disclosed on Schedule 6.16, neither any Borrower nor any of its Subsidiaries has
any contingent liability of which any Borrower has knowledge or reasonably
should have knowledge in connection with any release of any hazardous or toxic
waste, substance or constituent, nor has any Borrower or any of its Subsidiaries
received any notice, letter or other indication of potential liability arising
from the disposal of any hazardous or toxic waste, substance or constituent,
except where such potential liability could not reasonably be expected to have a
Material Adverse Effect.

     6.17  Use of Proceeds.
           ---------------

          All proceeds of the Loans will be used only in accordance with Section
7.13.

     6.18  Intellectual Property.
           ---------------------

          CBI and each of its Subsidiaries possess adequate assets, licenses,
patents, patent applications, copyrights, service marks, trademarks and trade
names to continue to conduct its business as heretofore conducted by it.
Schedule 6.18 attached hereto sets forth (a) all of the federal, state and
foreign registrations of trademarks, service marks and trade names of CBI and
its Subsidiaries, and all pending applications for any such registrations, (b)
all of the patents and registered copyrights of CBI and its Subsidiaries and all
pending applications therefor and (c) all other trademarks, service marks and
trade names owned by or licensed to and used by CBI or any of its Subsidiaries
in connection with their businesses and the loss of which would have a Material
Adverse Effect (collectively, clauses (a), (b) and (c), the "Proprietary
Rights"). CBI or one of its Subsidiaries is the owner of each of the trademarks
listed on Schedule 6.18 as indicated on such schedule, and except as set forth
on Schedule 6.18, no other Person has the right to use

<PAGE>

any of such marks in commerce either in the identical form or, to the knowledge
of CBI and its Subsidiaries, in such near resemblance thereto as may be likely
to cause confusion or to cause mistake or to deceive. Each of the trademarks
listed on Schedule 6.18 and identified as a "U.S." registered trademark is a
federally registered trademark of CBI or one of its Subsidiaries having the
registration number and issue date set forth on Schedule 6.18. The Proprietary
Rights listed on Schedule 6.18 are all those used in the businesses of CBI and
its Subsidiaries, the loss of which would have a Material Adverse Effect. Except
as disclosed on Schedule 6.18, no person has a right to receive any royalty or
similar payment in respect of any Proprietary Rights pursuant to any contractual
arrangements entered into by CBI, or any of its Subsidiaries, and, to the
knowledge of CBI and its Subsidiaries, no person otherwise has a right to
receive any royalty or similar payment in respect of any such Proprietary Rights
except as disclosed on Schedule 6.18. Except as disclosed on Schedule 6.18 or as
permitted by Section 9.14, neither CBI nor any of its Subsidiaries has granted
any license or sold or otherwise transferred any interest in any of the
Proprietary Rights to any other person. To the knowledge of CBI and its
Subsidiaries, the use of each of the Proprietary Rights by CBI and its
Subsidiaries is not infringing upon or otherwise violating the rights of any
third party in or to such Proprietary Rights, and no proceeding has been
instituted against or written notice received by CBI or any of its Subsidiaries
that are presently outstanding alleging that the use of any of the Proprietary
Rights infringes upon or otherwise violates the rights of any third party in or
to any of the Proprietary Rights, except such alleged infringement that is not
reasonably likely to have a Material Adverse Effect. Neither CBI nor any of its
Subsidiaries has given notice to any Person that it is infringing on any of the
Proprietary Rights and to the best of each Borrower's knowledge, no Person is
infringing on any of the Proprietary Rights, unless such alleged infringement
could not reasonably be expected to have a Material Adverse Effect. All of the
Proprietary Rights of CBI and its Subsidiaries are valid and enforceable rights
of CBI and its Subsidiaries and will not cease to be valid and in full force and
effect by reason of the execution and delivery of this Credit Agreement or the
Credit Documents or the consummation of the transactions contemplated hereby or
thereby. CBI is the owner of the Proprietary Rights which are the subject of the
Appraisal and CBII does not own any of such Proprietary Rights.

     6.19  Licenses and Permits.
           --------------------

          CBI and each of its Subsidiaries has obtained and holds in full force
and effect, all material franchises, licenses, leases, permits, certificates,
authorizations, qualifications, easements, rights of way and other rights and
approvals which are necessary to the operation of its business as presently
conducted. Neither CBI nor any of its Subsidiaries is in violation of the terms
of any such franchise, license, lease, permit, certificate, authorization,
qualification, easement, right of way, right or approval in any such case which
could not reasonably be expected to have a Material Adverse Effect.

     6.20  Title to Property.
           -----------------

          Other than as set forth in Schedule 6.20, each Borrower Entity has
good and marketable title to all of its owned property (including without
limitation, all real and other property in each case as reflected in the
Financial Statements delivered to the Agent hereunder), other than properties
disposed of in the ordinary course of business or in any manner otherwise

<PAGE>

permitted under this Credit Agreement since the date of the most recent audited
consolidated balance sheet of CBI, and in each case subject to no Liens other
than Permitted Liens.

     6.21  Labor Matters.
           -------------

          Other than as set forth in Schedule 6.21, there is (a) no material
unfair labor practice complaint pending against CBI or any of its Subsidiaries
or, to the best knowledge of CBI, threatened against any of them, before the
National Labor Relations Board, and no grievance or arbitration proceeding
arising out of or under collective bargaining agreements that has or could
reasonably be expected to have a Material Adverse Effect is so pending against
CBI or any of its Subsidiaries or, to the best knowledge of each Borrower,
threatened against any of them, (b) no strike, labor dispute, slowdown or
stoppage pending against CBI or any of its Subsidiaries or, to the best
knowledge of each Borrower, threatened against any of them that has or could
reasonably be expected to have a Material Adverse Effect, and (c) no union
representation question with respect to the employees of CBI or any Subsidiaries
and no union organizing activity that has or could reasonably be expected to
have a Material Adverse Effect.

     6.22  Investment Company.
           ------------------

          Neither CBI nor any of its Subsidiaries is (a) an "investment company"
or a company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, (b) a "holding company" or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," within the meaning
of the Public Utility Holding Company Act of 1935, as amended, or (c) subject to
any other law which purports to regulate or restrict its ability to borrow money
or to consummate the transactions contemplated by this Credit Agreement or the
other Credit Documents or to perform its obligations hereunder or thereunder.

     6.23  Margin Security.
           ---------------

          Neither CBI nor any of its Subsidiaries owns any margin stock (other
than margin stock of CBII owned as of the Closing Date with a fair market value
of less than $50,000) and no portion of the proceeds of any Loans or Letters of
Credit shall be used by any Borrower for the purpose of purchasing or carrying
any "margin stock" (as defined in Regulation U of the Board of Governors of the
Federal Reserve System) or for any other purpose, in either case, which violates
the provisions or Regulation T, U or X of said Board of Governors or for any
other purpose in violation of any applicable statute or regulation, or of the
terms and conditions of this Credit Agreement.

     6.24  No Event of Default.
           -------------------

          No Default or Event of Default has occurred and is continuing.

     6.25  Taxes and Tax Returns.
           ---------------------

          Each Borrower Entity has filed, or caused to be filed, all material
tax returns (federal, state, local and foreign) required to be filed and paid
all amounts of taxes shown thereon to be due (including interest and penalties)
and has paid all other material taxes, fees,

<PAGE>

assessments and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangibles taxes) owing by it, except for such
taxes (a) that are not yet delinquent or (b) that are being contested in good
faith and by proper proceedings, and against which adequate reserves are being
maintained in accordance with GAAP. Except as covered by (a) and (b) of the
immediately preceding sentence, with respect to those arising after the date
hereof, no Borrower is aware of any proposed material tax assessments against it
or any other Borrower Entity.

     6.26  Indebtedness; CBII Obligations.
           ------------------------------

          Neither CBI nor any of its Subsidiaries has Indebtedness that is
senior, pari passu or subordinated in right of payment to their Indebtedness to
the Lenders hereunder, except for Permitted Indebtedness. Except as set forth on
Schedule 6.26, neither CBI nor any of its Subsidiaries has guaranteed (in whole
or in part) or is otherwise directly or indirectly responsible or liable for any
or all of the obligations of CBII.

     6.27  Status of Accounts.
           ------------------

          Each Account is based on an actual and bona fide sale and delivery of
goods or rendition of services to customers, made by CBI in the ordinary course
of its business; the goods and inventory being sold and the Accounts created are
its exclusive property and are not and shall not be subject to any Lien,
consignment arrangement, encumbrance, security interest or financing statement
whatsoever, other than the Permitted Liens; and CBI's customers have accepted
the goods or services, owe and are obligated to pay the full amounts stated in
the invoices according to their terms, without any dispute, offset, defense,
counterclaim or contra (including, but not limited to, claims arising under
PACA) that could reasonably be expected to have, when aggregated with any such
other disputes, offsets, defenses, counterclaims or contras, a Material Adverse
Effect. CBI confirms to the Lenders that any and all taxes or fees relating to
its business, its sales, the Accounts or the goods relating thereto, are its
sole responsibility and that same will be paid by CBI when due (unless duly
contested and adequately reserved for) and that none of said taxes or fees is or
will become a lien on or claim against the Accounts.

     6.28  Representations and Warranties.
           ------------------------------

          Each of the representations and warranties made in the Operative
Documents by CBI and its Subsidiaries and, to the knowledge of each Borrower and
its Subsidiaries, the other parties thereto, was or will be true and correct in
all material respects as of when made.

     6.29  Material Contracts.
           ------------------

          Schedule 6.29 sets forth a true, correct and complete list of all the
Material Contracts currently in effect. None of the Material Contracts contains
provisions the performance or nonperformance of which have or could reasonably
be expected to have a Material Adverse Effect. All of the Material Contracts are
in full force and effect, and no material defaults currently exist thereunder.

<PAGE>

     6.30  Survival of Representations.
           ---------------------------

          All representations made by one or more Borrower Entities in this
Credit Agreement and in any other Credit Document shall survive the execution
and delivery hereof and thereof.

     6.31  Affiliate Transactions.
           ----------------------

          Except as set forth on Schedule 6.31 (and transactions permitted by
Section 9.2, Section 9.7 or Section 9.8), neither CBI nor any of its
Subsidiaries is a party to or bound by any agreement or arrangement (whether
oral or written) to which any Affiliate of CBI or any of CBI's Subsidiaries is a
party except (a) in the ordinary course of and pursuant to the reasonable
requirements of CBI's or such Subsidiary's business and (b) upon fair and
reasonable terms no less favorable to CBI or such Subsidiary than it could
obtain in a comparable arm's-length transaction with an unaffiliated Person.

     6.32  Insurance.
           ---------

          As of the Closing Date, Schedule 6.32 accurately describes the
insurance coverage maintained by CBI and its Subsidiaries.

     6.33  Accuracy and Completeness of Information.
           ----------------------------------------

          Except for projections, all factual information heretofore,
contemporaneously or hereafter furnished by or on behalf of CBI or any of its
Subsidiaries in writing to the Agent, any Lender, or the Independent Accountant
for purposes of or in connection with this Credit Agreement or any Credit
Documents, or any transaction contemplated hereby or thereby is or will be true
and accurate in all material respects on the date as of which such information
is dated or certified and not incomplete by omitting to state any material fact
necessary to make such information not misleading at such time. All projections
from time to time delivered to the Agent or one or more Lenders have been
prepared based upon assumptions which each Borrower believes in good faith are
reasonable at the time such projections are delivered to the Agent or such
Lenders.

     6.34  Atcon.
           -----

          Atcon has no assets or operations other than its loan (and security
rights related thereto) to Euro Sub as a part of the German Financing.

                                  ARTICLE VII.

                              AFFIRMATIVE COVENANTS

          Until termination of this Credit Agreement and the Existing
Commitments hereunder and payment and satisfaction of all Obligations due or to
become due hereunder, each Borrower agrees that it shall, and, with respect to
covenants which apply to its Subsidiaries or to Credit Parties, it shall cause
its Subsidiaries or the Credit Parties, as applicable, to, unless the Aggregate
Required Lenders (or, if the provisions of this Article VII explicitly state
otherwise,

<PAGE>

the Existing Required Lenders or the Term B Required Lenders, as applicable)
shall have otherwise consented in writing:

     7.1   Information.
           -----------

          Each Borrower will furnish to the Lenders the following information
within the following time periods:

               (a)  within one hundred twenty (120) days after the close of
          each fiscal year of CBI, the audited consolidated balance sheet,
          consolidated statements of income, shareholders' equity and cash flow
          of CBI and its consolidated Subsidiaries for such year setting forth
          in comparative form the corresponding figures for the preceding year,
          prepared in accordance with GAAP, and accompanied by a report and
          unqualified opinion (such report and opinion not to include any going
          concern qualification) of Ernst & Young LLP or other Independent
          Accountant selected by CBI and approved by the Aggregate Required
          Lenders;

               (b)  within sixty (60) days after the end of each of the first
          three (3) fiscal quarters of CBI, the unaudited consolidated balance
          sheet, consolidated statement of income and consolidated statement of
          cash flow, of CBI and its consolidated Subsidiaries in the form
          regularly prepared by CBI and consistent with the Financials, together
          with a certificate of the chief accounting officer or treasurer of CBI
          stating that such financial statements fairly present the financial
          condition of CBI and its consolidated Subsidiaries at the dates
          thereof and the results of their operations for the periods indicated
          (subject to normal year-end and audit adjustments and the absence of
          statements of shareholders' equity and footnotes) and that such
          financial statements have been prepared in conformity with GAAP
          consistently applied throughout the periods involved except as
          otherwise disclosed in such financial statements;

               (c)  within sixty (60) days after the end of each fiscal
          December and within thirty (30) days after the end of each other
          fiscal month of CBI (other than January, March, June and September), a
          copy of the internal operating income analysis for such month and for
          the period from the beginning of the current fiscal year to the end of
          such month, in reasonable detail setting forth in comparative form the
          corresponding analysis for the same month and same year-to-date period
          in the preceding fiscal year, in the form regularly prepared by CBI,
          certified by the chief accounting officer or treasurer of CBI as being
          a true and correct copy;

               (d)  at the time of delivery of the quarterly financial
          statements of CBI pursuant to paragraph (b) above and the annual
          financial statements pursuant to paragraph (a) above, a compliance
          certificate, executed by the chief accounting officer or treasurer of
          CBI, in substantially the form of Exhibit F attached hereto, and
          stating that such officer has caused this Credit Agreement to be
          reviewed and has no knowledge of any default by any Borrower in the
          performance or

<PAGE>

          observance of any of the provisions of this Credit Agreement, during
          such quarter or at the end of such year, or, if such officer has such
          knowledge, specifying each default and the nature thereof, and
          compliance by CBI as of the date of such statement with the financial
          covenants set forth in Article VIII hereof and the other applicable
          covenants set forth in Exhibit F;

               (e)  within thirty (30) days after the end of each fiscal month
          of CBI (provided, that if Availability, plus the amount of CBI's and
          its Subsidiaries' (other than any Excluded Entity's) unrestricted cash
          and Cash Equivalents is less than $20,000,000, such reporting shall be
          done weekly), a Revolving Credit Borrowing Base Certificate (the
          "Revolving Credit Borrowing Base Certificate") in substantially the
          form of Exhibit G hereto, duly completed and certified by CBI's chief
          accounting officer or treasurer, detailing, among other things, CBI's
          Eligible Accounts Receivable as of the end of the immediately
          preceding month end and the then outstanding amount of all amounts
          owing by CBI to Persons (other than CIL) for the purchase of bananas
          and plantains. In addition, within thirty (30) days after the end of
          each fiscal month of CBI (or if such day is not a Business Day, then
          on the next succeeding Business Day), CBI shall furnish a written
          report to the Lenders setting forth (i) the accounts receivable aged
          trial balance at the immediately preceding month end (along with a
          report reconciling accounts receivable to the prior month's
          receivables aging) for each account debtor, aged by due date; such
          aging reports shall indicate which Accounts are current, up to thirty
          (30), thirty (30) to sixty (60), and over sixty (60) days past due and
          shall list the names of all applicable account debtors and (ii) a
          monthly accounts payable listing or open item listing including a
          report as to all claims (which have given rise or could give rise to a
          trust under PACA) arising under PACA owing by CBI or its Subsidiaries
          and a report as to all banana and plantain supplier accruals owing by
          CBI (which report shall include a schedule of amounts owing to CIL by
          CBI and a schedule of amounts owed by CIL to its banana and plantain
          suppliers), with such listings and reports to be in form satisfactory
          to the Agent. The Agent may, but shall not be required to, rely on
          each Revolving Credit Borrowing Base Certificate delivered hereunder
          as accurately setting forth the available Revolving Credit Borrowing
          Base for all purposes of this Credit Agreement until such time as a
          new Revolving Credit Borrowing Base Certificate is delivered to the
          Agent in accordance herewith; Revolving Credit Borrowing Base
          Certificates may be prepared and submitted to the Lenders on a more
          frequent basis, provided that such certificate complies with the
          requirements set forth elsewhere herein;

               (f)  within thirty (30) days after the end of each fiscal month
          of CBI (it being agreed that no report shall be required for each
          fiscal January and the applicable report for each fiscal February
          shall include year-to-date information), a monthly compliance
          certificate executed by the person preparing such report, in
          substantially the form of Exhibit F-1 attached hereto including a
          report setting forth (i) the aggregate amounts paid to CBII during
          such month by CBI and its Subsidiaries (and the reasons therefor,
          including detailed information regarding payments during such month
          and for the year to date) of (A) Allocated CBII

<PAGE>

          Overhead, (B) Unallocated CBII Overhead and (C) Permitted
          Restructuring Expenses; (ii) the aggregate amount owing to CBII by CBI
          and its Subsidiaries as of the last day of such month (and the reasons
          therefor); (iii) a detailed list of the amounts, as of the last day of
          such month, of the Permitted Investments permitted pursuant to each of
          clauses (iv), (vii), (viii), (xi), (xii), (xiii), (xiv), (xv), (xvii),
          (xix), (xxvi), (xxvii), (xxviii), (xxix), (xxx) and (xxxi) of the
          definition of Permitted Investments; (iv) a detailed list of the
          amounts, as of the last day of such month, of the Permitted
          Indebtedness permitted pursuant to each of clauses (b), (c), (d)(iii),
          (d)(vii), (d)(viii), (d)(ix), (d)(x), (d)(xi) and (d)(xii) of the
          definition of Permitted Indebtedness; (v) a list of all sales of
          Tropical Farms or Asset Dispositions consummated during such month
          (which list shall include the names of the applicable Subsidiaries and
          the purchase price received in connection therewith) and the amount,
          as of the last day of such month, of all proceeds of sales of Tropical
          Farms after the Original Closing Date that have been used to make
          Capital Expenditures; (vi) a report detailing all Assets Dispositions
          with a value not exceeding $1,000,000, which have occurred during the
          prior fiscal month; (vii) a report detailing cash receipts and related
          transfers through the tri-party accounts; (viii) a list of any
          sale-leaseback transactions which were completed in such month and
          (ix)(A) all amounts paid to CBII as permitted by Section 9.6(e), (B)
          all amounts paid by CBII for the purchase, redemption, retirement or
          defeasance of CBII Bonds (including the related expenses) and (C) all
          Bond Repurchase Fees paid to the Agent (in addition, CBI shall certify
          that at the time of each payment to CBII permitted by Section 9.6(e),
          no Default or Event of Default had occurred and was continuing or
          would or did result therefrom);

               (g)  promptly upon receipt thereof, copies of the portions
          relevant to CBI of all management letters and other material reports
          which are prepared by its Independent Accountants in connection with
          any audit of CBI's financial statements by such Accountants;

               (h)  (A) within one hundred and twenty (120) days after the
          close of each fiscal year of CBI, the unaudited consolidated balance
          sheet and consolidated statement of income of Hameico on the same
          basis as, and in a form similar to, that presented in CBII's annual
          report on Form 10-K; and

                    (B) within sixty (60) days after the end of the first three
     (3) fiscal quarters of CBI, the unaudited consolidated balance sheet and
     consolidated statement of income of Hameico on the same basis as and in a
     form similar to that presented in CBII's quarterly reports on Form 10-Q;

               (i)    no later than thirty (30) days after the end of CBI's
          fiscal year during each year when this Credit Agreement is in effect,
          a forecast for the current fiscal year of (i) CBI and its Subsidiaries
          which includes projected consolidated statement of income for such
          fiscal year and a projected consolidated statement of cash
          flows for such fiscal year and projected consolidated balance sheets,
          statements of income and statements of cash flows

<PAGE>

          on a quarterly basis for such fiscal year and (ii) Availability under
          the Revolving Credit Borrowing Base for such fiscal year; provided,
          that the parties acknowledge that the information in such forecasts is
          not compiled or presented in accordance with GAAP and may not
          necessarily be presented on a basis consistent with CBI's financial
          statements to be delivered pursuant to paragraphs (a) and (b) above;

               (j)    promptly and in any event within three (3) Business Days
          after becoming aware of the occurrence of a Default or Event of
          Default, a certificate of the chief executive officer, chief
          accounting officer or treasurer of CBI specifying the nature thereof
          and CBI's proposed response thereto, each in reasonable detail;

               (k)    promptly upon a responsible officer of any Borrower
          obtaining knowledge thereof, copies of all claims (which have given
          rise or could give rise to a trust under PACA) filed with respect to
          any Credit Party under or pursuant to PACA (or any similar statute,
          law, rule or regulation); and

               (l)    with reasonable promptness, such other data, reports or
          information as the Agent or any of the Lenders may reasonably request.

     7.2   [Intentionally Deleted]

     7.3   Corporate Existence.
           -------------------

          Each Borrower and each of its Subsidiaries (other than Inactive
Subsidiaries) (a) subject to Section 9.4 hereof, will maintain their corporate
or limited liability company existence, will maintain in full force and effect
all material licenses, bonds, franchise, leases, trademarks and qualifications
to do business (provided, that an entity may cease to maintain its franchises
and qualifications to do business if it ceases to exist as a result of a
transaction permitted by Section 9.4 hereof), (b) will obtain or maintain
patents, contracts and other rights necessary to the profitable conduct of their
businesses, (c) will continue in, and limit their operations to, the same
general lines of business as that presently conducted by them and (d) will
comply with all applicable laws and regulations of any federal, state or local
Governmental Authority, except where noncompliance could not reasonably be
expected to have a Material Adverse Effect.

     7.4   ERISA.
           -----

          CBI will deliver to the Agent, at the Borrowers' expense, the
following information at the times specified below:

               (a)  within ten (10) Business Days after CBI, any of its
          Subsidiaries or any Controlled ERISA Affiliate knows or has reason to
          know that a material Termination Event has occurred, a written
          statement of the chief accounting officer of CBI describing such
          Termination Event and the action, if any, which CBI or other such
          entities have taken, are taking or propose to take with respect
          thereto, and when known, any action taken or threatened by the
          Internal Revenue Service, DOL or PBGC with respect thereto;

<PAGE>

               (b)  within ten (10) Business Days after CBI, any of its
          Subsidiaries or any Controlled ERISA Affiliate knows or has reason to
          know that a prohibited transaction (as defined in Section 406 of ERISA
          and Section 4975 of the Internal Revenue Code) has occurred, a
          statement of the chief accounting officer of CBI describing such
          transaction and the action which CBI or other such entities have
          taken, are taking or propose to take with respect thereto;

               (c)  within thirty (30) Business Days after the filing thereof
          with the DOL, Internal Revenue Service or PBGC, copies of each annual
          report (form 5500 series), including all schedules and attachments
          thereto, filed with respect to each Benefit Plan of CBI, its
          Subsidiaries or any Controlled ERISA Affiliate;

               (d)  within thirty (30) Business Days after receipt by CBI, any
          of its Subsidiaries or any Controlled ERISA Affiliate of each
          actuarial report for any Benefit Plan or Multiemployer Plan of CBI,
          any of its Subsidiaries or any Controlled ERISA Affiliate and each
          annual report for any such Multiemployer Plan, copies of each such
          report;

               (e)  within ten (10) Business Days prior to the filing thereof
          with the Internal Revenue Service, a copy of any funding waiver
          request with respect to any Benefit Plan of CBI, its Subsidiaries or
          any Controlled ERISA Affiliate and within three (3) Business Days
          after receipt of any communications received by CBI, any of its
          Subsidiaries or any Controlled ERISA Affiliate with respect to such
          request;

               (f)  within sixty (60) Business Days upon the occurrence thereof,
          notification of any increase in the benefits of any existing Benefit
          Plan of CBI, any of its Subsidiaries or any Controlled ERISA Affiliate
          or the establishment of any new Benefit Plan of CBI, any of its
          Subsidiaries or any Controlled ERISA Affiliate or the commencement of
          contributions to any Benefit Plan to which CBI, any of its
          Subsidiaries or any Controlled ERISA Affiliate was not previously
          contributing;

               (g)  within ten (10) Business Days after receipt by CBI, any of
          its Subsidiaries or any Controlled ERISA Affiliate of the PBGC's
          intention to terminate a Benefit Plan or to have a trustee appointed
          to administer a Benefit Plan, copies of each such notice;

               (h)  within ten (10) Business Days after receipt by CBI, any of
          its Subsidiaries or any Controlled ERISA Affiliate of any favorable or
          unfavorable determination letter from the Internal Revenue Service
          regarding the qualification of a Benefit Plan or other employee
          pension benefit plan intending to qualify under section 401(a) of the
          Internal Revenue Code of CBI, any of its Subsidiaries or any
          Controlled ERISA Affiliate under Section 401(a) of the Internal
          Revenue Code, copies of each such letter;

<PAGE>

               (i)  within ten (10) Business Days after receipt by CBI, any of
          its Subsidiaries or any Controlled ERISA Affiliate of a notice
          regarding the imposition of withdrawal liability under any
          Multiemployer Plan, copies of each such notice;

               (j)  within ten (10) Business Days prior to the date CBI, any of
          its Subsidiaries or any Controlled ERISA Affiliate intends to fail to
          make a required installment or any other required payment under
          Section 412 of the Internal Revenue Code on or before the due date for
          such installment or payment, a notification of such failure;

               (k)  within ten (10) Business Days after CBI, any of its
          Subsidiaries or any Controlled ERISA Affiliate knows (a) a
          Multiemployer Plan of CBI, any of its Subsidiaries or any Controlled
          ERISA Affiliate has been terminated, (b) the administrator or plan
          sponsor of a Multiemployer Plan of CBI, its Subsidiaries or any
          Controlled ERISA Affiliate intends to terminate any such Multiemployer
          Plan, or (c) the PBGC has instituted or will institute proceedings
          under Section 4042 of ERISA to terminate a Multiemployer Plan of CBI,
          its Subsidiaries or any Controlled ERISA Affiliate, a written
          statement setting forth any such event or information;

               (l)  within ten (10) Business Days after CBI, any of its
          Subsidiaries or any Controlled ERISA Affiliate knows that an ERISA
          Affiliate (excluding for purposes hereof any ERISA Affiliate which is
          a Controlled ERISA Affiliate) has incurred or to the best knowledge of
          CBI or any of its Subsidiaries, could reasonably be expected to incur,
          any liability under ERISA, the Internal Revenue Code, or any other law
          applicable to Benefit Plans that has had or could reasonably be
          expected to have a Material Adverse Effect, a statement of the chief
          accounting officer of CBI describing such transaction and the action
          which CBI or other such entities have taken, are taking or propose to
          take with respect thereto; and

               (m)  within thirty (30) days after receipt by CBI or any of its
          Subsidiaries of each actuarial report for any Retiree Health Plan of
          CBI or any of its Subsidiaries, copies of each such report.

          For purposes of this Section 7.4, CBI, any of its Subsidiaries and any
Controlled ERISA Affiliate shall be deemed to know all facts known by the
administrator of any Benefit Plan of which such entity is then the plan sponsor.

          CBI will establish, maintain and operate all Benefit Plans of CBI, any
of its Subsidiaries or any Controlled ERISA Affiliate to comply in all material
respects with the provisions of ERISA, the Internal Revenue Code, and all other
applicable laws, and the regulations and interpretations thereunder other than
to the extent that CBI is in good faith contesting by appropriate proceedings
the validity or implication of any such provision, law, rule, regulation or
interpretation.

<PAGE>

     7.5   Proceedings or Adverse Changes.
           ------------------------------

          Each Borrower will as soon as practicable, and in any event within
thirty (30) Business Days after any Borrower learns of the following, give
written notice to the Agent of any proceeding(s) being instituted or threatened
in writing to be instituted by or against CBI or any of its Subsidiaries in any
federal, state, local or foreign court or before any commission or other
regulatory body (federal, state, local or foreign) that is reasonably likely to
expose CBI or any of its Subsidiaries to liability in excess of $2,500,000
(without regard to whether any or all of such amount is covered by insurance).
Each Borrower will as soon as possible, and in any event within five (5)
Business Days after any Borrower learns of the following, give written notice to
the Agent of any Material Adverse Change. Provision of any such notice by any
Borrower will not constitute a waiver or excuse of any Default or Event of
Default occurring as a result of such changes or events.

     7.6   Environmental Matters.
           ---------------------

          Each Borrower will conduct its business and the businesses of each of
its Subsidiaries so as to comply in all material respects with all environmental
laws, regulations, directions and ordinances in all applicable jurisdictions
including, without limitation, environmental land use, occupational safety or
health laws, regulations, directions, ordinances, requirements or permits in all
applicable jurisdictions, except to the extent that such Borrower or any of its
Subsidiaries is contesting, in good faith by appropriate legal proceedings, any
such law, regulation, direction, ordinance or interpretation thereof or
application thereof; provided, further, that each Borrower and each of its
Subsidiaries will comply with the order of any court or other governmental body
of the applicable jurisdiction relating to such laws unless such Borrower or its
Subsidiaries shall currently be prosecuting an appeal or proceedings for review
and shall have secured a stay of enforcement or execution or other arrangement
postponing enforcement or execution pending such appeal or proceedings for
review. If any Borrower or any of its Subsidiaries shall (a) receive notice that
any violation of any federal, state or local environmental law, regulation,
direction or ordinance may have been committed or is about to be committed by
CBI or any of its Subsidiaries except where such violation could not reasonably
be expected to have a Material Adverse Effect, (b) receive notice that any
administrative or judicial complaint or order has been filed or is about to be
filed against CBI or any of its Subsidiaries alleging violations of any federal,
state or local environmental law, regulation, direction or ordinance requiring
CBI or any of its Subsidiaries to take any action in connection with the release
of toxic or hazardous substances into the environment where the cost of taking
any such action is reasonably likely to exceed $500,000 or (c) receive any
notice from a federal, state, or local governmental agency or private party
alleging that CBI or any of its Subsidiaries may be liable or responsible for
costs associated with a response to or cleanup of a release of a toxic or
hazardous substance into the environment or any damages caused thereby except
where such liability could not reasonably be expected to have a Material Adverse
Effect, CBI will provide the Agent with a copy of such notice within forty-five
(45) days after the receipt thereof by CBI or any of its Subsidiaries. Within
forty-five (45) days after any Borrower learns of the enactment or promulgation
of any federal, state or local environmental law, regulation, direction,
ordinance, criteria or guideline which could reasonably have a Material Adverse
Effect, such Borrower will provide the Agent with notice thereof. Each Borrower
will promptly take all actions necessary to prevent the imposition of any Liens
on any of its properties arising out of or related to any

<PAGE>

environmental matters. At the time that the Agent learns of any environmental
condition or occurrence at any property of any Borrower, which environmental
condition or occurrence has or could reasonably be expected to have a Material
Adverse Effect, the Agent may request, and at the sole cost and expense of such
Borrower, such Borrower will retain, an environmental consulting firm,
satisfactory to the Agent in its commercially reasonable judgment, to conduct an
environmental review and audit of such affected property and promptly provide to
the Agent and each Lender a copy of any reports delivered in connection
therewith.

     7.7   Books and Records; Inspection.
           -----------------------------

           (a)  Each Borrower will, and will cause each of its Subsidiaries to,
maintain books and records pertaining to their property and assets in such
detail, form and scope as is consistent with good business practice.

           (b)  Each Borrower agrees that the Agent or its agents may enter upon
the premises of such Borrower or any of its Subsidiaries at any time and from
time to time, during normal business hours, and at any time at all on and after
the occurrence of an Event of Default which continues beyond the expiration of
any grace or cure period applicable thereto, and which has not otherwise been
waived by the Agent, for the purpose of (a) enabling the Agent's internal
auditors to conduct quarterly field examinations at CBI's expense (such expense
to include amounts specified in Section 14.8), (b) inspecting the Collateral,
(c) inspecting and/or copying (at CBI's expense) any and all records pertaining
thereto, (d) discussing the affairs, finances and business of any Borrower with
any officers and employees of any Borrower, (e) discussing the affairs, finances
and business of any Borrower with the Independent Accountant, but only so long
as the Agent has provided prior notice to such Borrower and the discussions with
the Independent Accountant are reasonable in scope and frequency and (f)
verifying Eligible Accounts Receivable. The Lenders, in the reasonable
discretion of the Agent, may accompany the Agent at their sole expense in
connection with the foregoing inspections. Each Borrower agrees to afford the
Agent thirty (30) days prior written notice of any change in the location of any
Collateral (other than Inventory held for shipment by third Persons, Inventory
and equipment in transit, Inventory held for processing by third Persons or
immaterial quantities of assets, equipment or Inventory) or in the location of
its chief executive office or place of business from the locations specified in
Schedule 6.7, and to execute in advance of such change, cause to be filed and/or
delivered to the Agent any financing statements or other documents required by
the Agent, all in form and substance satisfactory to the Agent. Each Borrower
agrees to furnish any Lender with such other information regarding its business
affairs and financial condition as such Lender may reasonably request from time
to time.

     7.8   Collateral Records.
           ------------------

          Each Borrower will, and will cause each Borrower Entity to, execute
and deliver to the Agent, from time to time, solely for the Agent's convenience
in maintaining a record of the Collateral, such written statements and schedules
as the Agent may reasonably require, including without limitation those
described in Section 7.1 of this Credit Agreement, designating, identifying or
describing the Collateral. Any Borrower's or any Borrower Entity's failure,
however, to promptly give the Agent such statements or schedules shall not
affect, diminish, modify or otherwise limit the Lenders' security interests in
the Collateral. Each

<PAGE>

Borrower agrees to maintain such books and records regarding Accounts and the
other Collateral as the Agent may reasonably require, and agrees that such books
and records will reflect the Lenders' interest in the Accounts and such other
Collateral.

     7.9   Security Interests.
           ------------------

          Each Borrower will, and will cause each Borrower Entity to, defend the
Collateral against all claims and demands of all Persons at any time claiming
the same or any interest therein. Each Borrower agrees to, and will cause each
Borrower Entity to, comply with the requirements of all state and federal laws
in order to grant to the Lenders valid and perfected first security interest in
the Collateral subject only to Permitted Liens. The Agent is hereby authorized
by each Borrower Entity to file any financing statements covering the Collateral
whether or not any Borrower Entity's signature appears thereon. Each Borrower
agrees to, and will cause each Borrower Entity to, do whatever the Agent may
reasonably request, from time to time, by way of: filing notices of liens,
financing statements, fixture filings and amendments, renewals and continuations
thereof; cooperating with the Agent's custodians; keeping stock records;
obtaining waivers from landlords and mortgagees and from warehousemen, fillers,
processors and packers and their respective landlords and mortgagees; paying
claims, which might if unpaid, become a Lien (other than a Permitted Lien) on
the Collateral; assigning its rights to the payment of Accounts pursuant to the
Assignment of Claims Act of 1940, as amended (31 U.S.C. Section 3727 et. seq.)
(the failure of which to so assign will permit the Agent to exclude such
accounts from the Revolving Credit Borrowing Base); and performing such further
acts as the Agent may reasonably require in order to effect the purposes of this
Credit Agreement and the other Credit Documents. Any and all fees, costs and
expenses of whatever kind and nature (including any Taxes, reasonable attorneys'
fees or costs for insurance of any kind), which the Agent may incur with respect
to the Collateral or the Obligations; in filing public notices; in preparing or
filing documents; making title examinations or rendering opinions; in
protecting, maintaining, or preserving the Collateral or its interest therein;
in enforcing or foreclosing the Liens hereunder, whether through judicial
procedures or otherwise; or in defending or prosecuting any actions or
proceedings arising out of or relating to its transactions with any Borrower
Entity under this Credit Agreement or any other Credit Document, will be borne
and paid by the Borrowers. If the same are not promptly paid by the Borrowers,
the Agent may pay the same on the Borrowers' behalf, and the amount thereof
shall be an Obligation secured hereby and due to the Agent on demand.

     7.10  Insurance; Asset Loss.
           ---------------------

          Each Borrower will, and will cause each of its Subsidiaries to,
maintain third party liability insurance and replacement value property
insurance on their assets under such policies of insurance, with such insurance
companies, in such amounts and covering such risks as are consistent with
industry practices and consistent with the insurance described on Schedule 6.32.
All such policies (other than to the extent they relate solely to one or more
Excluded Entities) are to name the Agent and the Lenders as additional insureds
on liability policies and the Agent and CBI as loss payees in case of property
loss, as its interests may appear, and are to contain such other provisions as
the Agent may reasonably require to fully protect the Agent's interest in the
assets of CBI and its Subsidiaries and to any payments to be made under such
policies. True copies of all original insurance policies or certificates of
insurance evidencing

<PAGE>

such insurance covering the assets of CBI and its Subsidiaries are to be
delivered to the Agent, to the extent such policies or certificates have not
been previously delivered to the Agent, on or prior to the Closing Date, premium
prepaid, with (other than to the extent they relate solely to one or more
Excluded Entities) the loss payable endorsement in the Agent's favor, and shall
provide for not less than ten (10) days prior written notice to the Agent, of
the exercise of any right of cancellation. In the event CBI or any of its
Subsidiaries fails to respond in a timely and appropriate manner with respect to
collecting under any insurance policies required to be maintained under this
Section 7.10, the Agent shall have the right, in the name of the Agent, CBI or
any of its Subsidiaries, to file claims under such insurance policies, to
receive and give acquittance for any payments that may be payable thereunder,
and to execute any and all endorsements, receipts, releases, assignments,
reassignments or other documents that may be necessary to effect the collection,
compromise or settlement of any claims under any such insurance policies. Each
Borrower will, and will cause each of its Subsidiaries to, provide written
notice to the Lenders of the occurrence of any of the following events within
fifteen (15) Business Days after the end of any quarter in which the CBI's risk
management department learns (or should reasonably have learned) of the
occurrence of such event: any asset or property owned or used by CBI or any of
its Subsidiaries that has an estimated replacement value equal to or greater
than $500,000 is (i) materially damaged or destroyed, or suffers any other loss
or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or
the use thereof is otherwise diminished so as to render impracticable or
unreasonable the use of such asset or property for the purpose to which such
asset or property were used immediately prior to such condemnation, confiscation
or taking, by exercise of the powers of condemnation or eminent domain or
otherwise, and in either case amount of the damage, destruction, loss or
diminution in value of the assets of CBI and its Subsidiaries is in excess of,
in the aggregate for CBI and all of its Subsidiaries, $2,000,000 in any fiscal
year of CBI (any such damage, destruction, loss or diminution in value of the
Collateral is referred to herein as an "Asset Loss"). Each Borrower will, and
will cause each of its Subsidiaries to, diligently file and prosecute its claim
or claims for any award or payment in connection with an Asset Loss. In the
event of an Asset Loss, each Borrower will, and will cause each Subsidiary
(other than an Excluded Entity) to, pay to the Agent, promptly upon receipt
thereof, any and all insurance proceeds and payments received by any such
Subsidiary on account of damage, destruction or loss of all or any portion of
the assets of CBI or its Subsidiaries (other than an Excluded Entity) to which
the Agent is entitled. The Agent's right to retain such insurance proceeds is
subject to (i) the limitations set forth in the definition of Asset Loss, and
until there is an Asset Loss and unless an Event of Default shall have occurred
and be continuing, the Agent shall pay to the applicable Borrower (or as
directed by the applicable Borrower) any such insurance proceeds to which the
applicable Borrower is entitled, (ii) the rights of any lessor or secured
creditor senior to Agent, if the underlying obligation is permitted by this
Credit Agreement and (iii) the application of Net Cash Proceeds from Asset
Losses pursuant to Section 2.3(b)(vi)(C). The Agent may, with the consent of the
Existing Required Lenders or Term B Required Lenders, as applicable, either (a)
apply the proceeds realized from Asset Losses, as set forth in Section
2.3(b)(vi) or (b) pay such proceeds to the applicable Borrower or the applicable
Subsidiary to be used to repair, replace or rebuild the asset or property or
portion thereof that was the subject of the Asset Loss. After the occurrence and
during the continuance of an Event of Default, (i) no settlement on account of
any such Asset Loss (other than those of an Excluded Entity) shall be made
without the consent of the Aggregate Required Lenders and (ii) the Agent may
participate in any such proceedings and each

<PAGE>

Borrower will, and will cause each applicable Subsidiary to, deliver to the
Agent such documents as may be requested by the Agent to permit such
participation and will consult with the Agent, its attorneys and agents in the
making and prosecution of such claim or claims. Each Borrower and each
Subsidiary (other than an Excluded Entity) hereby irrevocably authorizes and
appoints the Agent its attorney-in-fact, after the occurrence and continuance of
an Event of Default, to collect and receive for any such award or payment and to
file and prosecute such claim or claims, which power of attorney shall be
irrevocable and shall be deemed to be coupled with an interest, and the each
Borrower shall, and will cause each such Subsidiary to, upon demand of the
Agent, make, execute and deliver any and all assignments and other instruments
sufficient for the purpose of assigning any such award or payment to the Agent
for the benefit of the Lenders, free and clear of any encumbrances of any kind
or nature whatsoever.

     7.11  Taxes.
           -----

          Each Borrower will, and will cause each of its Subsidiaries to, pay,
when due and in any event prior to delinquency, all Taxes lawfully levied or
assessed against such Borrower, any of its Subsidiaries or any of the
Collateral; provided, however, that unless such Taxes have become a federal tax
Lien or ERISA Lien on any of the assets of a Borrower or any Subsidiary, no such
Tax need be paid if the same is being contested in good faith, by appropriate
proceedings promptly instituted and diligently conducted and if an adequate
reserve or other appropriate provision shall have been made therefor as required
in order to be in conformity with GAAP.

     7.12  Compliance With Laws.
           --------------------

          Each Borrower will, and will cause each of its Subsidiaries to, comply
with all acts, rules, regulations, orders, and ordinances of any legislative,
administrative or judicial body or official applicable to the Collateral or any
part thereof, or to the operation of its business, except where the failure to
so comply could not reasonably be expected to have a Material Adverse Effect.

     7.13  Use of Proceeds.
           ---------------

          Subject to the terms and conditions hereof, the proceeds of any Loans
made hereunder to (i) CBI shall be used by CBI solely for the financing of
working capital and the financing of capital expenditures for food-related
businesses (other than the fresh or processed meat business) and (ii) Atcon
shall be used solely to fund the German Financing; provided, however, that in
any event, no portion of the proceeds of any such advances shall be used by CBI
or Atcon for the purpose of purchasing or carrying any "margin stock" (as
defined in Regulation U of the Board of Governors of the Federal Reserve System)
or for any other purpose which violates the provisions or Regulation T, U or X
of said Board of Governors or for any other purpose in violation of any
applicable statute or regulation, or of the terms and conditions of this Credit
Agreement.

     7.14  Fiscal Year.
           -----------

          Each Borrower agrees that it will give the Agent at least forty-five
(45) days' prior written notice of any change in its fiscal year from a year
ending December 31.

<PAGE>

     7.15  Notification of Certain Events.
           ------------------------------

          Each Borrower agrees that it will promptly notify the Agent of the
occurrence of any of the following events:

               (a)  any Material Contract of CBI or any of its Subsidiaries is
          terminated or amended in any material adverse respect or any new
          Material Contract is entered into (in which event CBI shall provide
          the Agent with a copy of such Material Contract); or

               (b)  any of the terms upon which suppliers to CBI or any of its
          Subsidiaries do business with CBI or any of its Subsidiaries are
          changed or amended in any respect which has or could reasonably be
          expected to have a Material Adverse Effect; or

               (c)  any order, judgment or decree in excess of $2,500,000 shall
          have been entered against CBI or any of its Subsidiaries or any of
          their respective properties or assets, or

               (d)  any written notification of violation of any law or
          regulation or any inquiry with respect thereto shall have been
          received by CBI or any of its Subsidiaries from any local, state,
          federal or foreign Governmental Authority or agency which violation
          could reasonably be expected to have a Material Adverse Effect.

     7.16  Additional Subsidiaries; Inactive Subsidiaries.
           ----------------------------------------------

          Promptly, and in any event within sixty (60) Business Days, upon any
Person becoming a direct or indirect Subsidiary of CBI or upon any Subsidiary
which was an Inactive Subsidiary ceasing to be an Inactive Subsidiary, CBI will
provide the Agent with written notice thereof setting forth information in
reasonable detail describing all of the assets of such Person and shall, to the
extent consistent with the documentation requested or required prior to such
time, (a) cause such Person to execute a Joinder Agreement in substantially the
same form as Exhibit J hereto, (b) cause such Person to pledge all of its assets
of the type included in the Collateral to the Agent pursuant to a security
agreement in substantially the form of the Security Agreement and otherwise in a
form acceptable to the Agent, (c) cause such Person to execute and deliver such
other documents as the Agent reasonably requests and (d) execute and deliver
such other documentation as the Agent may reasonably request in connection with
the foregoing, including, without limitation, appropriate UCC-1 financing
statements, Acknowledgment Agreements, certified resolutions and other
organizational and authorizing documents of such Person and favorable opinions
of counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to
above), all in form, content and scope reasonably satisfactory to the Agent,
provided, however, that until (i) CBI has provided the Agent written notice of
the formation of any new Subsidiary or that a formerly Inactive Subsidiary is
ceasing to be an Inactive Subsidiary and (ii) such Subsidiary or Subsidiaries
have signed any necessary Joinder Agreements, Security Agreements, Pledge
Agreements or Guaranty Agreements required by the terms of this Agreement,
neither CBI nor

<PAGE>

any of its  Subsidiaries  shall  invest  more  than
$500,000 in each such  Subsidiary  or  $1,000,000  in the  aggregate at any time
outstanding in all such Subsidiaries.

     7.17  Schedules of Accounts and Purchase Orders.
           -----------------------------------------

          In furtherance of the continuing assignment and security interest in
the Accounts of CBI granted pursuant to the Security Agreement, upon the
creation of Accounts, CBI will execute and deliver to the Agent in such form and
manner as the Agent may require, solely for its convenience in maintaining
records of collateral, such confirmatory schedules of Accounts, and other
appropriate reports designating, identifying and describing the Accounts as the
Agent may require. In addition, upon the Agent's reasonable request, CBI will
provide the Agent with copies of agreements with, or purchase orders from, the
customers of CBI and CBCNA and copies of invoices to customers, proof of
shipment or delivery and such other documentation and information relating to
said Accounts and other collateral as the Agent may require. Failure to provide
the Agent with any of the foregoing shall in no way affect, diminish, modify or
otherwise limit the security interests granted herein. CBI hereby authorizes the
Agent to regard CBI's or any of its Subsidiaries' printed name or rubber stamp
signature on assignment schedules or invoices as the equivalent of a manual
signature by CBI's or such Subsidiaries' authorized officers or agents.

     7.18  Collection of Accounts.
           ----------------------

               (a)  Other than amounts received from the sale of promotional
          items to employees at CBI's corporate headquarters and other similar
          de minimus amounts which are deposited in an account at US Bank, N.A.
          in Cincinnati, Ohio, all proceeds of Collateral in the United States
          and Canada and all proceeds of Accounts shall be directed to one or
          more lockboxes which are subject to tri-party agreements between the
          Agent, the applicable Credit Party and the applicable bank or to an
          Agent Bank Account. All amounts received in such lockboxes shall be
          deposited into a bank account in the Agent's name (or with respect to
          accounts at Bank of America, N.A., in CBI's name for the benefit of
          the Agent) (each an "Agent Bank Account") and each Borrower shall, and
          shall cause each of its domestic Subsidiaries to, cause all amounts
          that it receives from any source to be deposited into an Agent Bank
          Account. The Agent agrees that, unless Availability (plus the amount
          of unrestricted cash and Cash Equivalents of CBI and its Subsidiaries'
          (other than any Excluded Entity) shall fall below $20,000,000 or a
          Default or an Event of Default has occurred, the Agent shall not
          deliver a notice to cause funds in any of the applicable accounts to
          be sent to any account of the Agent or any of its affiliates.

               (b)  Any checks, cash, notes or other instruments or property
          received by any Borrower or any of its Subsidiaries with respect to
          any Accounts shall be held by such Borrower or any of its Subsidiaries
          in trust for the benefit of the Lenders, separate from such Borrower's
          or Subsidiary's own property and funds, and immediately turned over to
          the Agent or deposited in lockbox accounts under the dominion and
          control of the Agent, with proper assignments or endorsements. No
          checks, drafts or other instruments received by the Agent

<PAGE>

          shall constitute final payment unless and until such instruments have
          actually been collected. The Agent on behalf of the Lenders shall have
          sole dominion and control over the domestic bank accounts of the
          Credit Parties subject to the limited rights of deposit and withdrawal
          granted to the Credit Parties pursuant to the lockbox letters
          delivered to the lockbox banks.

     7.19  Notice; Credit Memoranda; and Returned Goods.
           --------------------------------------------

          In addition to the reports required pursuant to Section 7.1, CBI will
notify the Agent promptly of any matters materially affecting the value,
enforceability or collectability of any Account, and of all material customer
disputes, offsets, defenses, counterclaims, returns and rejections, and all
reclaimed or repossessed merchandise or goods, provided, however, that such
notice shall only be required as to any such matter that affects Accounts
outstanding at any one time from any account debtor, which affected Accounts
have a value greater than $500,000. CBI will issue credit memoranda promptly
(with duplicates to the Agent upon its request for same) upon accepting returns
or granting allowances, and may continue to do so until the occurrence of an
Event of Default which continues beyond the expiration of the applicable grace
or cure period, or which has not otherwise been waived by the Aggregate Required
Lenders. After the occurrence and during the continuance of an Event of Default,
CBI agrees that all returned, reclaimed or repossessed merchandise or goods
shall be set aside by CBI, marked with the Lenders' name and held by CBI for the
Lenders' account as owner and assignee.

     7.20  Acknowledgment Agreements.
           -------------------------

          CBI will assist the Agent in obtaining executed Acknowledgment
Agreements from each of the warehousemen, processors, packers, fillers,
landlords and mortgagees with whom CBI conducts business from time to time.

     7.21  Trademarks etc.
           --------------

          Each Borrower will do and cause to be done all things necessary to
preserve and keep in full force and effect all registrations of trademarks,
service marks and other marks, trade names or other trade rights which
registrations are of value to such Borrower or any of its Subsidiaries (other
than those which are, individually and in the aggregate, of de minimus value).

     7.22  Maintenance of Property.
           -----------------------

          Each Borrower will, and will cause each of its Subsidiaries to, keep
all property necessary to its respective business in good working order and
condition (ordinary wear and tear excepted) in accordance with their past
operating practices and not to commit or suffer any waste with respect to any of
its properties, except for properties which either individually or in the
aggregate are not material.

<PAGE>

     7.23  [Intentionally Deleted]

     7.24  Revisions or Updates to Schedules.
           ---------------------------------

          If any of the information or disclosures provided on any of Schedules
6.7, 6.8, 6.9, 6.15, 6.18 or 6.29, originally attached hereto become outdated or
incorrect in any material respect, CBI shall deliver to the Agent and the
Lenders as part of the compliance certificate required pursuant to Section
7.1(d) (or earlier if CBI so elects) such revision or updates to such
Schedule(s) as may be necessary or appropriate to update or correct such
Schedule(s) which revisions shall be effective from the date accepted in writing
by the Agent and the Aggregate Required Lenders, such acceptance not to be
unreasonably withheld or delayed; provided, that no such revisions or updates to
any such Schedule(s) shall be deemed to have cured any breach of warranty or
misrepresentation occurring prior to the delivery of such revision or update by
reason of the inaccuracy or incompleteness of any such Schedule(s) at the time
such warranty or representation previously was made or deemed to be made.

     7.25  [Intentionally Deleted]

     7.26  Compliance with PACA.
           --------------------

          Each Borrower shall, and shall cause each Borrower Entity to:

               (a)  Comply with all applicable provisions of PACA, including,
          without limitation, those governing trust formation and prompt
          repayment.

               (b) Maintain written records pertaining to perishable
          agricultural commodities and by-products in its possession to which a
          constructive trust under PACA is applicable.

All terms used in this Section 7.26 and defined in PACA shall have the meanings
ascribed to such terms therein.

     7.27  Covenants Relating to Food Security Act.
           ---------------------------------------

          Each Borrower shall, and shall cause each Borrower Entity to:

               (a)  Promptly provide the Agent with a copy of any notice
          received by any Borrower  Entity with  respect to a security  interest
          created by a seller of farm products.

               (b)  With respect to any farm products produced in a state with a
          central filing system, register with the secretary of state of such
          state prior to the purchase of such farm products.

All terms used in this Section 7.27 and defined in the Food Security Act shall
have the meanings ascribed to such terms therein.

<PAGE>

     7.28  Payment for Perishable Goods.
           ----------------------------

               (a)  CBI shall pay, not later than one (1) Business Day prior to
          the date required for payment therein, any outstanding invoices for
          perishable agricultural commodities purchased from any vendor other
          than an Affiliate; provided, however, that in the event that any such
          invoice requires payment upon delivery, payment shall be made on such
          date of delivery; provided, further, however, that any such invoices
          which require payment upon delivery may be paid at a later date up to
          thirty (30) days after delivery of such commodities so long as CBI has
          provided evidence satisfactory to the Agent of prior course of dealing
          with any existing or current vendor and for all vendors carried out in
          accordance with standard industry practices or CBI has obtained a
          waiver of the vendors' rights under PACA. Notwithstanding anything to
          the contrary contained in this Section 7.28(a), neither CBI nor any
          Subsidiary shall be obligated to pay amounts on any invoice with
          respect to which CBI or such Subsidiary has a bona fide dispute
          concerning payment for any reason, including, without limitation,
          quality of the perishable commodities received, quantity of the
          perishable commodities received, or compliance of the perishable
          commodities received with applicable rules and regulations.

               (b)  CBI shall pay, in the event that written notification other
          than on an invoice is received from any vendor of perishable
          agricultural commodities of its intent to enforce its rights under
          Section 5 of PACA, or to establish a federal statutory lien or trust
          under the Food Security Act, the related invoice within one (1)
          Business Day of receipt and promptly notify the Agent of such receipt;
          provided, however, that such invoice may remain unpaid if, and only so
          long as, (i) appropriate legal or administrative action has been
          commenced and is being diligently pursued or defended by CBI, (ii) the
          ability of the vendor to pursue any rights or enforce any liens or
          trusts provided under PACA has been stayed or is otherwise legally
          prohibited during the pendency of such action or the benefits of
          Section 5 of PACA are not available to such vendor and (iii) the Agent
          shall have established a reserve against the Revolving Credit
          Borrowing Base in an amount at least equal to the amount claimed to be
          due by such vendor under the relevant invoice. Notwithstanding
          anything to the contrary contained in this Section 7.28(b), neither
          CBI nor any Subsidiary shall be obligated to pay the full amount of
          any invoice which is subject to offset by CBI or such Subsidiary
          pursuant to Section 46.46(e)(4) of the regulations promulgated under
          PACA. This Section 7.28 should not be construed to impose a
          responsibility on CBI or any of its Subsidiaries to pay to the vendor
          or report to the Agent any informal or formal complaints received by
          CBI or any such Subsidiary under PACA; instead, this Section 7.28
          should be construed to impose such responsibilities only in the event
          a formal claim under a statutory trust under Section 5 of PACA is made
          by a vendor.

<PAGE>

     7.29  Excluded Chiquita Fresh German Group Entities.
           ---------------------------------------------

          Within sixty (60) days after the Closing Date, each Borrower will, and
will cause its Subsidiaries (other than any Excluded Entity) to, repay in full
any Qualified Investments in any Excluded Chiquita Fresh German Group Entity
made by such Borrower or such Subsidiary since the Closing Date.

                                  ARTICLE VIII.

                               FINANCIAL COVENANTS

          Until termination of this Credit Agreement and the Existing
Commitments hereunder and payment and satisfaction of all Obligations due or to
become due hereunder, each Borrower agrees that, unless the Aggregate Required
Lenders shall have otherwise consented in writing:

     8.1   Leverage Ratio.
           --------------

          CBI and its consolidated Subsidiaries (other than CPF and its
Subsidiaries) shall have a Leverage Ratio, as of the end of each fiscal quarter
of CBI of no greater than 2.65:1.00.

     8.2   Fixed Charge Coverage Ratio.
           ---------------------------

          CBI and its consolidated Subsidiaries (other than CPF and its
Subsidiaries) shall have a Fixed Charge Coverage Ratio (tested quarterly), of at
least 1.00:1.00 for the four (4) fiscal quarter period then ended.

     8.3   Capital Expenditures.
           --------------------

          CBI shall not, and shall not permit its Subsidiaries (other than CPF
and its Subsidiaries and the Chiquita Fresh German Group) to, make or commit to
make Consolidated Capital Expenditures in an aggregate amount in excess of the
amounts set forth below, for the following fiscal years:


Fiscal Year                    Capital Expenditures Limit
----------------------         --------------------------

2002                                  $50,000,000
2003 - and each fiscal                $70,000,000
       year thereafter


provided, however, that (a) the amount expended in any fiscal year for any
Permitted Acquisition shall not reduce the Capital Expenditure limit for such
fiscal year and (b) the proceeds of any property loss under any insurance policy
applied to replace or rebuild any such affected property

<PAGE>

shall not be included in the calculation of Consolidated Capital Expenditures
for the purpose of determining compliance with this Section 8.3.

     8.4   EBITDA.
           ------

          CBI and its consolidated Subsidiaries (other than CPF and its
Subsidiaries) shall have Consolidated EBITDA of at least (i) $140,000,000 for
the four (4) fiscal quarter period ending December 31, 2002 and (ii)
$150,000,000 for the four (4) fiscal quarter period ending on March 31, 2003 and
each fiscal quarter thereafter.

     8.5   Chiquita Fresh Latin American Group.
           -----------------------------------

               (a)  CBI shall not permit the aggregate amount of cash and Cash
          Equivalents owned or maintained by Persons which are members of the
          Chiquita Fresh Latin American Group to exceed $10,000,000 at any time,
          provided that such members may own or maintain up to $20,000,000 of
          cash and Cash Equivalents from time to time for a period not to exceed
          two (2) Business Days.

               (b)  CBI shall not permit Persons which are members of the
          Chiquita Fresh Latin American Group to make or commit to make Capital
          Expenditures in an aggregate amount for all of the Persons which are
          members of the Chiquita Fresh Latin American Group in excess of (i)
          $25,000,000 during fiscal year 2002; (ii) $30,000,000 during fiscal
          year 2003; and (iii) $30,000,000 during fiscal year 2004; provided,
          however, that the proceeds of any property loss under any insurance
          policy applied to replace or rebuild any such affected property shall
          not be included in the calculation of Capital Expenditures for the
          purpose of determining compliance with this Section 8.5.

     8.6   Chiquita Fresh German Group.
           ---------------------------

               (a) CBI shall not permit the aggregate amount of cash and Cash
          Equivalents owned or maintained by Persons which are members of the
          Chiquita Fresh German Group to exceed $15,000,000 at any time.

               (b) CBI shall not permit Persons which are members of the
          Chiquita Fresh German Group to make or commit to make Capital
          Expenditures in an aggregate amount for all of the Persons which are
          members of the Chiquita Fresh German Group in excess of $15,000,000
          during either fiscal year 2003 or fiscal year 2004; provided, however,
          that the proceeds of any property loss under any insurance policy
          applied to replace or rebuild any such affected property shall not be
          included in the calculation of Capital Expenditures for the purpose of
          determining compliance with this Section 8.6.

<PAGE>

                                   ARTICLE IX.

                               NEGATIVE COVENANTS

          Until termination of the Credit Agreement and the Existing Commitments
hereunder and payment and satisfaction of all Obligations due or to become due
hereunder, each Borrower agrees that, unless the Aggregate Required Lenders
(and, with respect to any decision or action that directly or indirectly impacts
the Chiquita Fresh German Group, the Term B Required Lenders) shall have
otherwise consented in writing, it will not, and will not permit any of its
Subsidiaries to (provided, however, that nothing contained herein shall prohibit
the Secondary Transactions):

     9.1   Restrictions on Liens.
           ---------------------

          Mortgage, assign, pledge or otherwise permit any Lien (whether as a
result of a purchase money or title retention transaction, or other security
interest, or otherwise) to exist on any of its assets or properties, whether
real, personal or mixed, whether now owned or hereafter acquired, except for
Permitted Liens; provided, that this covenant shall not apply to an Excluded
Entity to the extent complying with this covenant would cause a breach or
default of any agreement relating to borrowed money to which such Excluded
Entity is a party.

     9.2   Restrictions on Indebtedness.
           ----------------------------

          Incur, create or suffer to exist any Indebtedness other than Permitted
Indebtedness.

     9.3   Restrictions on Transfer of Assets.
           ----------------------------------

          Sell, lease, assign, transfer or otherwise dispose of any assets
(including Intellectual Property and the Capital Stock of any Subsidiary of CBI)
other than:

               (a)  sales of Inventory in the ordinary course of business,

               (b)  sale-leaseback transactions (involving assets other than
          Proprietary Rights), when the applicable selling entity receives fair
          market value for the sale and which are permitted by Section 9.13,

               (c)  transfers (other than of Proprietary Rights) to a Secured
          Credit Party,

               (d)  sales in the ordinary course of business, when the
          applicable selling entity receives fair market value for the sale of
          (i) assets or properties (other than Inventory, Proprietary Rights or
          Capital Stock of any Subsidiary of CBI) used in a Borrower's or a
          Subsidiary's business that are worn out or (ii) the Capital Stock of a
          Subsidiary, if such Subsidiary owns only assets which are worn out (it
          being agreed that the Net Cash Proceeds of each such sale of worn out
          assets or Capital Stock shall be reinvested by the applicable selling
          entity in the ordinary course of business to replace such worn out
          assets or properties

<PAGE>

          within 120 days of receipt of such Net Cash Proceeds, and to the
          extent such Net Cash Proceeds have not been reinvested within such 120
          days, such Net Cash Proceeds shall, on the 121/st/ day following
          receipt thereof, be paid to the Agent and applied to repay outstanding
          Loans pursuant to Sections 2.3(b)(iii) and (vi)),

               (e)  sales, made while no Default or Event of Default has
          occurred and is continuing and as long as no Default or Event of
          Default would result therefrom, of (i) assets (other than Accounts,
          Proprietary Rights, general intangibles or Tropical Farms (or equity
          interests in Persons which own only Tropical Farms)) that are no
          longer needed or useful in such Person's operations or (ii) the
          Capital Stock of a Subsidiary, if such Subsidiary is, or owns only
          assets which are, no longer needed or useful in such Person's
          operations; provided, that in any instance where the aggregate
          consideration received by CBI and its Subsidiaries exceeds $500,000,
          (A) at least seventy-five percent (75%) of the consideration received
          by CBI and its Subsidiaries is in the form of cash and Cash
          Equivalents, (B) the aggregate consideration (including assumed debt)
          for all such sales (other than Second Amendment Sales) after the
          Original Closing Date does not exceed $20,000,000, (C) the assets or
          Subsidiary so sold after the Original Closing Date will not have
          contributed Consolidated EBITDA, over the four fiscal quarter period
          ending prior to the date of such sale, exceeding five percent (5%) of
          the Consolidated EBITDA as of December 31, 2000, (D) CBI can
          demonstrate that had such sale occurred immediately prior to the then
          most recently completed four fiscal quarter period, the Borrowers
          would have been in compliance with the financial covenants set forth
          herein and (E) CBI delivers promptly (but in any event no later than
          the later to occur of (x) the delivery of the monthly compliance
          certificate for the fiscal month in which the sale occurred and (y)
          the thirtieth (30/th/) day after the consummation of such sale)
          written notice (which notice may be delivered via email or through the
          monthly compliance certificate) to the Agent and the Lenders that the
          conditions set forth in clauses (A) through (D) of this paragraph (e)
          have been satisfied or complied with and that the applicable
          transferring entity received fair market value for the applicable
          assets,

               (f)  sales, made while no Default or Event of Default has
          occurred and is continuing and as long as no Default or Event of
          Default would result therefrom, of the assets set forth on Schedule
          9.3 (which schedule shall also indicate the minimum amount of the
          Loans that shall be repaid upon the sale of such assets) and which are
          made on a basis where the selling entity receives fair market value
          for the sale,

               (g)  dispositions by Excluded Entities,

               (h)  sales, made while no Default or Event of Default has
          occurred and is continuing and as long as no Default or Event of
          Default would result therefrom, of Tropical Farms (and equity
          interests in Persons which own only Tropical Farms) in the ordinary
          course of business as long as (i) no single sale (or series of related
          sales) is of property with a fair market value of greater than

<PAGE>

          $5,000,000, (ii) all of such sales made after the Original Closing
          Date do not involve sales of property which produced bananas and
          plantains in an amount in excess of ten percent (10%) of the bananas
          and plantains sold by CBI and its Subsidiaries (to Persons other than
          CBI or its Subsidiaries) during the then most recently completed
          fiscal year of CBI (it being agreed that if a particular sale is
          permitted at the time it was made, it shall be permitted at all times
          thereafter) and (iii) CBI delivers a certificate executed by an
          authorized officer of CBI representing and warranting to the Agent and
          the Lenders that the conditions set forth in clauses (i) and (ii) of
          this clause (h) have been satisfied or complied with and that the
          applicable selling entity received fair market value for the
          applicable Tropical Farm (it being agreed that the Net Cash Proceeds
          of each such sale of a Tropical Farm or equity interests shall be
          reinvested by the applicable selling entity in the ordinary course of
          business within 120 days of receipt of such Net Cash Proceeds to (1)
          acquire one or more Tropical Farms (or all of the equity in one or
          more entities that own only Tropical Farms), or (2) make a Capital
          Expenditure in an existing Tropical Farm owned by a Subsidiary in an
          amount (when added to the amount of all proceeds of the sales of
          Tropical Farms used to make Capital Expenditures after the Original
          Closing Date) not to exceed $2,500,000, and to the extent such Net
          Cash Proceeds have not been reinvested within such 120 days, such Net
          Cash Proceeds shall, on the 121/st/ day after receipt thereof, be paid
          to the Agent and applied to repay outstanding Loans pursuant to
          Sections 2.3(b)(iii) and (vi));

               (i)  sales, made while no Default or Event of Default has
          occurred and is continuing and as long as no Default or Event of
          Default would result therefrom, by any member of the Chiquita Fresh
          German Group of its assets (and equity interests in Persons which own
          only Chiquita Fresh German Group members) as long as: (i) if, and to
          the extent that, the aggregate Net Cash Proceeds of all such sales
          occurring after the Closing Date (A) are less than $2,000,000, such
          Net Cash Proceeds shall be used as the applicable Chiquita Fresh
          German Group member deems appropriate (and as otherwise permitted
          hereunder), (B) are greater than or equal to $2,000,000 but less than
          or equal to $5,000,000, such Net Cash Proceeds are used as follows:
          (1) 50% of such Net Cash Proceeds shall be used as the applicable
          Chiquita Fresh German Group member deems appropriate (and as otherwise
          permitted hereunder) and (2) 50% of such Net Cash Proceeds shall be
          used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi)
          and (C) are greater than $5,000,000, such Net Cash Proceeds shall be
          used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi);
          and (ii) Atcon delivers a certificate executed by an authorized
          officer of Atcon representing and warranting to the Agent and the
          Lenders that the conditions set forth in clause (i) of this Section
          9.3(i) have been satisfied or complied with and that the applicable
          selling entity received fair market value for the applicable Chiquita
          Fresh German Group asset or equity interests;

               (j)  (i) the transactions set forth in Schedule 9.3A hereto, (ii)
          the disposition on or before July 31, 2003, of 100% of the limited
          liability company interests in CPF, pursuant to and in accordance with
          the terms set forth in that

<PAGE>

          certain Purchase Agreement by and among Seneca Foods Corporation
          ("Seneca"), CBII and Friday Holdings, L.L.C. ("Friday Holdings"),
          dated as of March 6, 2003, as amended by that certain Amendment No. 1
          to Purchase Agreement, dated as of March ___ , 2003, but without
          giving effect to any other modifications, amendments or restatements
          thereto except for those (x) which are not materially adverse to CBI,
          any Subsidiary, any Lender or the Agent or (y) consented to in writing
          by the Agent and the Aggregate Required Lenders (the "CPF Purchase
          Agreement"), for a purchase price equal to One Hundred Ten Million
          Dollars ($110,000,000) in cash (subject to adjustment as provided in
          the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand
          Seven Hundred Forty Two (967,742) shares of Convertible Preferred
          Stock Series 2003 of Seneca (such shares received in connection with
          the CPF Sale, the "Seneca Shares"), (iii) the disposition of any or
          all of the Seneca Shares by Friday Holdings or CBI which is
          consummated while no Default or Event of Default has occurred and is
          continuing and as long as no Default or Event of Default would result
          therefrom, and (iv) the disposition on or before July 31, 2003, of all
          or substantially all of the banana plantation assets of PAFCO, in a
          transaction that is substantially consistent with the terms set forth
          in that certain Framework Agreement by and among Sindicato Industrial
          de Chiriqui Land Company Y Empresas Afines, Cooperativa de Servicios
          Multiples de Puerto Armuelles, R.L. ("Coosemupar") and PAFCO, dated as
          of April 25, 2003, but without giving effect to any modifications,
          amendments or restatements thereto except for those (x) which are not
          materially adverse to CBI, any Subsidiary, any Lender or the Agent or
          (y) consented to in writing by the Agent and the Aggregate Required
          Lenders (the "PAFCO Framework Agreement"), for a purchase price equal
          to approximately Nineteen Million Eight Hundred Thousand Dollars
          ($19,800,000), subject to adjustment as contemplated by the PAFCO
          Framework Agreement which is, together with the PAFCO Loan and an
          additional indirect investment in PAFCO to be made by CBI or one of
          its Subsidiaries of up to Two Million Five Hundred Twenty Five
          Thousand Dollars ($2,525,000) (the "PAFCO Investment"), used to
          satisfy in full any and all severance, bonus and similar obligations
          of CBI and its Subsidiaries with respect to the operations of PAFCO
          and used to satisfy in full, other than with respect to PAFCO, other
          direct or indirect, contingent or liquidated liabilities of CBI and
          its Subsidiaries with respect to the operations of PAFCO (except for
          future obligations to purchase fruit or to provide agricultural
          service support on an arms-length basis); and

               (k)  sales by a Subsidiary, made while no Default or Event of
          Default has occurred and is continuing and as long as no Default or
          Event of Default would result therefrom, of its assets or the equity
          interests or assets of any of its Subsidiaries to another Subsidiary,
          as long as: (1) if the selling Subsidiary is a Secured Credit Party,
          the buying Subsidiary shall be CBI or a Secured Credit Party, (2) if
          the selling Subsidiary is a Guarantor, the buying Subsidiary shall be
          CBI, a Secured Credit Party or a Guarantor, (3) if the selling
          Subsidiary is a signatory to the Covenant Compliance Agreement, the
          buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or
          a Subsidiary that is also a party to the Covenant Compliance
          Agreement, and (4) if the selling Subsidiary is an

<PAGE>

          Excluded Entity, the buying Subsidiary shall be CBI, a Secured Credit
          Party, a Guarantor, a Subsidiary party to the Covenant Compliance
          Agreement or an Excluded Entity, (5) notice of any such sale is given
          to the Agent in writing within ten (10) Business Days prior to
          consummation of the sale and (6) such sale does not materially impair
          the Collateral taken as a whole or the value thereof to the Lenders.

          Notwithstanding the foregoing, the Borrowers shall not be required to
pay to the Agent any asset proceeds obtained from a sale or disposition made
pursuant to the terms of clause (d) or (h) above if the sum of (i) the aggregate
amount of such proceeds plus (ii) the aggregate amount of all proceeds
previously received as consideration for a sale or disposition permitted
pursuant to clause (d) or (h) above that have not already been paid to the Agent
is less than $1,000,000; provided however, that once the sum of all proceeds
received pursuant to sales permitted pursuant to clause (d) or (h) above which
have not been paid to the Agent (and, but for this paragraph, would be required
to be paid to the Agent) equals or exceeds $1,000,000 (the "Aggregation Date"),
all such proceeds which have not been paid to the Agent and which were received
and not reinvested more than 120 days prior to the Aggregation Date must be paid
to Agent within thirty (30) days after the end of the fiscal month in which the
amount of unpaid proceeds received pursuant to sales or dispositions permitted
pursuant to (d) or (h) above reaches $1,000,000.

          Notwithstanding anything to the contrary in this Section 9.3, each
Borrower agrees that, unless the Term B Required Lenders shall have otherwise
consented in writing, it will not, and will not permit any of its Subsidiaries
to sell, pledge or assign (other than pursuant to the Credit Documents): (a)
stock of Atcon, (b) stock of Euro Sub, (c) stock of Atlanta, (d) intercompany
claims owing to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub
from Atlanta and its Subsidiaries and (f) intercompany claims owing to Atlanta
from its Subsidiaries.

     9.4   No Corporate Changes.
           --------------------

          (i)Merge or consolidate with any Person unless such merger or
consolidation does not materially impair the Collateral taken as a whole or the
value thereof to the Lenders; provided, however, that (a) the Credit Parties may
merge or consolidate with and into each other (as long as) if such merger or
consolidation involves (x) a Borrower, such Borrower is the surviving entity,
(y) a Secured Credit Party (but not a Borrower), a Secured Credit Party is the
surviving entity or (z) a Guarantor but not a Secured Credit Party, such
Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge or
consolidate with and into a Credit Party (as long as (x) if either of such
Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of
such Persons is a Borrower, but one of such Persons is a Secured Credit Party,
the surviving entity is a Secured Credit Party), or (z) if neither of such
Persons is a Secured Credit Party, the surviving entity is a Guarantor, (c) any
Subsidiary of CBI which is not a Credit Party may merge or consolidate with any
Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person
is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if
either of such Subsidiaries is a Pledged Entity, the surviving entity is a
Pledged Entity) and (d) one or more members of the Chiquita Fresh German Group
may engage in the transactions described on Schedule 9.4 or (ii) alter or modify
any Borrower's or any of its

<PAGE>

Subsidiaries' Articles or Certificate of Incorporation or other equivalent
organizational document or form of organization (other than in connection with
an Equity Issuance permitted hereunder) or (iii) alter or modify any legal
names, mailing addresses, principal places of business, structure, status or
existence of any Credit Party unless the same shall have been notified to the
Agent in writing at least ten (10) Business Days prior to such alteration or
modification or enter into or engage in any business, operation or activity
materially different from that presently being conducted by CBI; provided,
however, that upon ten (10) days' notice to the Agent (and subject to the prior
perfection of the Agent in the resulting limited liability company interest),
any corporation may be converted to a limited liability company. Notwithstanding
anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this
Section 9.4 shall not apply to CIL.

     9.5   No Guarantees.
           -------------

          Assume, guarantee, endorse, or otherwise become liable upon the
obligations of any other Person, including, without limitation, any Subsidiary
or Affiliate of CBI, except (a) by the endorsement of negotiable instruments in
the ordinary course of business, (b) by the giving of indemnities in connection
with the sale of Inventory or other asset dispositions permitted hereunder, (c)
a guaranty of Indebtedness if the Indebtedness so guaranteed would itself
constitute Permitted Indebtedness of the incurring guarantor, (d) a guaranty of
a real property lease by CBI or one of its Subsidiaries for real property leases
entered into by (i) CBI or (ii) one of CBI's Subsidiaries that is not an
Excluded Entity or Inactive Subsidiary and (e) guarantees by members of the
Chiquita Fresh German Group and listed on Schedule 9.5; provided, that (i) any
Subsidiary of any Person may guarantee the direct obligations of such Person as
long as such direct obligations are otherwise permitted hereby (provided,
however, that the foregoing shall not permit the guarantee of any obligation of
CBII by CBI or any Subsidiary of CBI), (ii) GWF may guarantee the obligations of
its Subsidiaries or Subsidiaries of CBI, (iii) any Secured Credit Party may
guarantee the obligations (other than Indebtedness) of any other Secured Credit
Party, (iv) any member of the Chiquita Fresh Latin American Group may guarantee
the obligations (other than Indebtedness) of any other member of the Chiquita
Fresh Latin American Group, (v) any member of the Chiquita Fresh European Group
may guarantee the obligations (other than Indebtedness) of any other member of
the Chiquita Fresh European Group, (vi) any member of the Chiquita Fresh German
Group may guarantee the obligations (other than Indebtedness) of any other
member of the Chiquita Fresh German Group and (vii) any Excluded Entity may
guarantee the obligations of its Subsidiaries.

     9.6   No Restricted Payments.
           ----------------------

          Make any payment to or for the benefit of CBII (including, without
limitation, a payment to CBII to permit CBII to pay its obligations, a payment
to any holders of obligations of CBII or to any trustee or agent for holders of
obligations of CBII or a payment on or with respect to any obligation which is
subordinated to any or all of the Obligations) or any Restricted Payment, other
than (a) a payment to CBI or any Subsidiary of CBI, provided, however, that any
Subsidiary may make cash dividends with respect to its common equity to entities
that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all
Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend
is simultaneously paid, on a pro rata basis (based upon each Person's equity
ownership in such Subsidiary) to all holders of such Subsidiary's equity, (b)
cash dividends, distributions or payments to make tax sharing payments

<PAGE>

in accordance with the CBII tax sharing arrangements as described in Schedule
9.6 hereto in an amount which is not in excess of the amount which the Person
making such payment would have been liable to pay the applicable taxing
authorities had it not been filing a consolidated tax return with CBII or a
party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead
in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated
CBII Overhead in any fiscal year in a maximum amount of the difference of (i)
$46,000,000 less (ii) the payments made by CBI in respect of certain contractual
obligations to vendors and service providers relating to normal operations that
CBI has assumed from CBII with the consent of the Existing Required Lenders, (e)
payments to CBII of amounts up to an amount equal to the aggregate amount of the
Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the
aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition
of "Permitted Investments" minus, without duplication, the aggregate amount of
the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied,
directly or indirectly, to repay Loans; provided, that promptly upon CBII's
receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale
Proceeds, CBII uses the full amount it receives thereof to purchase, redeem,
retire or defease CBII Bonds (including the payment of any applicable fees or
commissions), as long as (i) at the time of such payments and immediately
thereafter, no Default or Event of Default has occurred and is continuing and no
Default or Event of Default would result therefrom; and (ii) simultaneously with
any payment made pursuant to this subsection, CBI notifies Agent of such payment
and CBI makes all payments of any Bond Repurchase Fees required to be made with
respect thereto, if any, and (f) payments to CBII which CBII, promptly upon
receipt thereof, uses to pay interest on Indebtedness of CBII which existed as
of March 19, 2002 or to pay interest on other Indebtedness of CBII, so long as
(i) at the time of such payment and immediately after giving effect to such
payment no Event of Default shall have occurred and be continuing and the sum of
Availability plus CBI's and its Subsidiaries' (other than any Excluded Entity's)
unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000,
(ii) the aggregate amount of interest payments made in any calendar year under
this clause (f) on Indebtedness of CBII does not exceed the aggregate amount of
interest payments during such calendar year that could have been made on the
Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not
been refinanced, and (iii) immediately prior to each such payment to CBII, a
duly authorized officer of CBI executes and delivers an officer's certificate to
the Agent certifying that the conditions set forth in subclauses (i) and (ii) of
this clause (f) have been satisfied with respect to such payment.

     9.7   No Investments.
           --------------

           Make any Investment other than Permitted Investments.

     9.8   No Affiliate Transactions.
           -------------------------

          Enter into any transaction with, including, without limitation, the
purchase, sale or exchange of property or the rendering of any service to any
Subsidiary or Affiliate of CBI except (a) in the ordinary course of and pursuant
to the reasonable requirements of CBI's business and upon fair and reasonable
terms no less favorable to CBI than could be obtained in a comparable
arm's-length transaction with an unaffiliated Person, (b) as permitted under
Section 9.6 or as

<PAGE>

described on Schedule 6.31 and (c) transactions (other than transfers of
Accounts, Proprietary Rights and general intangibles) among and between Secured
Credit Parties.

     9.9   No Prohibited Transactions Under ERISA.
           --------------------------------------

               (a)  Except as set forth on Schedule 9.9, engage, or permit any
          Controlled ERISA Affiliate to engage, in any prohibited transaction
          which could result in a civil penalty or excise tax described in
          Section 406 of ERISA or Section 4975 of the Internal Revenue Code for
          which a statutory or class exemption is not available or a private
          exemption has not been previously obtained from the DOL;

               (b)  permit to exist with respect to any Benefit Plan of CBI or
          its Subsidiaries or any Controlled ERISA Affiliate any accumulated
          funding deficiency (as defined in Sections 302 of ERISA and 412 of the
          Internal Revenue Code), whether or not waived;

               (c)  fail, or permit any Controlled ERISA Affiliate to fail, to
          pay timely required contributions or annual installments due with
          respect to any waived funding deficiency to any Benefit Plan;

               (d)  terminate, or permit any Controlled ERISA Affiliate to
          terminate, any Benefit Plan where such event would result in any
          material liability of CBI, any Subsidiary of CBI or any Controlled
          ERISA Affiliate under Title IV of ERISA;

               (e)  fail, or permit any Controlled ERISA Affiliate to fail to
          make any required contribution or payment to any Multiemployer Plan;

               (f)  fail, or permit any Controlled ERISA Affiliate to
          fail, to pay any required installment or any other payment required
          under Section 412 of the Internal Revenue Code on or before the due
          date for such installment or other payment;

               (g)  amend, or permit any Controlled ERISA Affiliate to
          amend, a Benefit Plan resulting in an increase in current liability
          for the plan year such that either of CBI, any Subsidiary of CBI or
          any Controlled ERISA Affiliate is required to provide security to such
          Benefit Plan under Section 401(a)(29) of the Internal Revenue Code;

               (h)  withdraw, or permit any Controlled ERISA Affiliate to
          withdraw, from any Multiemployer Plan where such withdrawal may result
          in any material liability of any such entity under Title IV of ERISA;

               (i)  allow any representation made in Section 6.15 to be untrue
          at any time during the term of this Credit Agreement; or

<PAGE>

               (j)  amend, or adopt any new Retiree Health Plan which would
          result in any material increase in liability to CBI or any of its
          Subsidiaries.

     9.10  No Additional Bank Accounts.
           ---------------------------

          Permit (i) any Secured Credit Party (other than CIL) to open, maintain
or otherwise have any checking, savings or other accounts at any bank or other
financial institution, or any other account where money is or may be deposited
or maintained with any Person, other than the accounts set forth on Schedule
9.10 hereto and, after the Closing Date, such other accounts so long as each
such account (other than payroll and petty cash accounts maintained as zero
balance accounts and other similar bank accounts with limited or no activity and
balances not exceeding $10,000) is subject to a tri-party lockbox or other
blocked account agreement satisfactory to the Agent nor (ii) CIL to keep any
account as its primary account or as a "concentration" account other than those
currently maintained at Bank of America, N.A. in London. All such checking,
savings or other accounts of CBI shall, subject to the terms hereof, be under
the sole dominion and control of the Agent in accordance with the Security
Agreement. All payroll and petty cash accounts shall be maintained as zero
balance accounts.

     9.11  Amendments of Material Contracts.
           --------------------------------

          Without the prior written consent of the Agent, amend, modify, cancel
or terminate or permit the amendment, modification, cancellation or termination
of any of the Material Contracts if such amendment, modification, cancellation
or termination has or could reasonably be expected to have a Material Adverse
Effect.

     9.12  Additional Negative Pledges.
           ---------------------------

               (a)  Create or otherwise cause to exist or become effective, or
          permit any of the Subsidiaries to create or otherwise cause to exist
          or become effective, directly or indirectly, (i) other than (x)
          restrictions set forth in agreements relating to debt for borrowed
          money of an Excluded Entity, as long as such restrictions are binding
          only on the applicable Excluded Entity and its Subsidiaries, (y)
          restrictions set forth in documents relating to Permitted
          Indebtedness, as long as such restrictions are binding only on the
          primary obligor on such Indebtedness (and its Subsidiaries) or (z) as
          described on Schedule 9.12, any prohibition or restriction (including
          any agreement to provide equal and ratable security to any other
          Person in the event a Lien is granted to or for the benefit of the
          Agent and the Lenders) on the creation or existence of any Lien upon
          the assets of CBI or any of its Subsidiaries, other than Permitted
          Liens or (ii) any Contractual Obligation, except as described on
          Schedule 9.12, which may restrict or inhibit the Agent's rights or
          ability to sell or otherwise dispose of the Collateral or any part
          thereof after the occurrence of an Event of Default, or

               (b)  Suffer to exist or permit any of its Subsidiaries to suffer
          to exist, directly or indirectly, (i) other than (x) restrictions set
          forth in agreements relating to debt for borrowed money of an Excluded
          Entity, as long as such restrictions are binding only on the
          applicable Excluded Entity, (y) restrictions

<PAGE>

          set forth in documents relating to Permitted Indebtedness, as long as
          such restrictions are binding only on the primary obligor on such
          Indebtedness (and its Subsidiaries) and (z) as described on Schedule
          9.12, any prohibition or restriction (including any agreement to
          provide equal and ratable security to any other Person in the event a
          Lien is granted to or for the benefit of the Agent and the Lenders) on
          the creation or existence of any Lien upon the assets of CBI or any of
          its Subsidiaries, other than Permitted Liens or (ii) any Contractual
          Obligation which may restrict or inhibit the Agent's rights or ability
          to sell or otherwise dispose of the Collateral or any part thereof
          after the occurrence of an Event of Default, which prohibition,
          restriction or Contractual Obligation is more restrictive than those
          in effect on the Original Closing Date.

     9.13  Sale and Leaseback.
           ------------------

          Except as set forth on Schedule 9.13, enter into any arrangement,
directly or indirectly, whereby CBI or any of its Subsidiaries shall sell or
transfer any property owned by it to a Person (other than CBI or any of its
Subsidiaries) in order then or thereafter to lease such property or lease other
property which CBI or any of its Subsidiaries intends to use for substantially
the same purpose as the property being sold or transferred (collectively, a
"Sale Leaseback Transaction"); provided, however, CBI and its Subsidiaries may
enter into Sale Leaseback Transactions involving assets other than Accounts,
general intangibles and Proprietary Rights as long as (i) the current market
value of all assets subject to such transactions after the Original Closing Date
(determined at the time of the applicable transfer) does not exceed $25,000,000,
(ii) the applicable assets are containers and similar equipment and assets
initially acquired by CBI or one of its Subsidiaries (from a Person other than
CBI or one of its Subsidiaries) after the Original Closing Date and (iii) such
Sale Leaseback Transactions are consummated within one hundred twenty (120) days
of the initial acquisition of such assets by CBI or one of its Subsidiaries from
a Person other than CBI or one of its Subsidiaries; provided, further, this
Section 9.13 shall not apply to Excluded Entities.

     9.14  Licenses, Etc.
           -------------

          Other than in the ordinary course of business and on terms and
conditions consistent with CBI's historical practices as of the Original Closing
Date, enter into licenses of, or otherwise restrict the use of, any patents,
trademarks or copyrights or other Proprietary Rights. Additionally, neither CBI
nor CIL will allow any party other than the Agent or the Lenders to obtain an
interest, including without limitation, any lien, security interest or charge,
in the trademark or license rights granted under the Trademark License
Agreement; provided, however, that this limitation does not prohibit any
sublicensing of these trademark or license rights as contemplated by the
Trademark License Agreement.

     9.15  Limitations.
           -----------

          Create, nor will it permit any of its Subsidiaries (other than an
Excluded Subsidiary) to, directly or indirectly, create or otherwise cause,
incur, assume, suffer or permit to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any such Person to (a)
pay dividends or make any other distribution on any of such Person's

<PAGE>

Capital Stock, (b) pay any Indebtedness owed to any Borrower, (c) make loans or
advances to any Borrower or (d) transfer any of its property to any Borrower,
except for encumbrances or restrictions existing under or by reason of (i)
customary non-assignment provisions in any lease governing a leasehold interest,
(ii) any agreement or other instrument of a Person existing at the time it
becomes a Subsidiary of CBI; provided that such encumbrance or restriction is
not applicable to any other Person, or any property of any other Person, other
than such Person becoming a Subsidiary of CBI and was not entered into in
contemplation of such Person becoming a Subsidiary of CBI and (iii) this Credit
Agreement and the other Credit Documents.

     9.16  Transfer Pricing.
           ----------------

          (i) Other than as required by applicable law, modify, or permit any
Subsidiary to modify, its transfer pricing policies in a manner that has, or is
reasonably likely to have, a material adverse effect on any Borrower or any
Guarantor or (ii) make any material modification to the fees or other amounts
paid to GWF or any of its Subsidiaries for the transportation of products and
related services, excluding adjustments reflecting changes in GWF cost
structure.

     9.17  Sales.
           -----

          Permit or cause (i) CBI to purchase or otherwise acquire bananas or
plantains from any Person other than CIL (provided, however, that in any
consecutive twelve month period CBI may purchase or acquire five percent (5%) of
the aggregate amount of the bananas and plantains which it purchases and
acquires during such period from Persons other than CIL), (ii) CIL to sell
bananas or plantains to any Person (other than CBI) for sales or consumption in
North America or (iii) bananas or plantains to be sold in North America or
Europe by any Subsidiary of CBI if such bananas or plantains were not sold by
CIL directly or through CBCBV to such Subsidiary of CBI (provided, however, that
(a) up to five percent (5%) of the bananas and plantains sold in North America
by CBI during any consecutive twelve-month period may be purchased from Persons
other than CIL and (b) the bananas and plantains sold in Europe by members of
the Chiquita Fresh European Group and the Chiquita Fresh German Group may be
purchased from a Person other than CIL.

     9.18  Excluded Entities.
           -----------------

          Knowingly take or omit to take any action if the effect of such action
or omission could reasonably be expected to materially decrease the value of the
equity interests in one or more Excluded Entities.

     9.19  Hedging and Interest Rate Protection.
           ------------------------------------

          Enter into any Hedging Agreements other than Hedging Agreements which
constitute Permitted Indebtedness and which are agreements that constitute
hedging and which are not speculative in nature.

     9.20  Payments on Certain Intercompany Obligations.
           --------------------------------------------

          Make any payment on or distribution with respect to any of the
intercompany receivables identified on Exhibit 1.1E(3)(B) to Schedule 1.1E
hereto, whether directly or

<PAGE>

indirectly (and regardless of whether such payment or distribution might
otherwise be permitted under other provisions of this Agreement), except for (a)
capitalization of intercompany advances that is permitted under the definition
of Permitted Investments, (b) payments or distributions (i) among or to Secured
Credit Parties, (ii) by members of the Chiquita Fresh European Group to any
Person other than an Excluded Entity, or (iii) by members of the Chiquita Fresh
Latin American Group to other members of that Group or to Secured Credit
Parties, (c) payments with respect to current obligations for goods or services
in accordance with ordinary practice, and (d) any other payments or distribution
to the extent that within five (5) Business Days thereafter there is at least an
equivalent payment to one or more Secured Credit Parties.

     9.21  Atcon.
           -----

          Notwithstanding anything to the contrary contained herein or
otherwise, Atcon shall not (i) have any operations or assets other than the
loans made with the proceeds of the Term B Loans to Euro Sub and the proceeds
thereof and security therefor, (ii) sell, transfer, assign or otherwise convey
any or all of its assets or equity interests other than to the Agent, (iii) use
the proceeds of a payment on a German Note for any purpose other than to make a
payment of principal or interest on Term B Loans or (iv) incur any Indebtedness
(other than the Term B Loans), sell any equity or accept any capital
contribution. In addition, notwithstanding anything to the contrary contained
herein or otherwise, (i) no Person (other than the Term B Lenders) shall make
any loan, advance or capital contribution to (or purchase of equity from) Atcon
and (ii) CBI shall not sell, transfer, assign or otherwise convey any or all of
its equity interest in Atcon (other than to the Agent).

     9.22  Excluded Chiquita Fresh German Group Entities.
           ---------------------------------------------

          Notwithstanding anything to the contrary stated herein, make any
Qualified Investments (other than by Excluded Entities or other Excluded
Chiquita Fresh German Group Entities) in any Excluded Chiquita Fresh German
Group Entity after the date that is sixty (60) days after the Closing Date.

     9.23  CPF Sale Proceeds.
           -----------------

          Use or permit any amounts invested as permitted pursuant to clause
(xxx) of the definition of "Permitted Investments" to be used, directly or
indirectly, to purchase, redeem, retire or defease any or all of the CBII Bonds.

                                   ARTICLE X.

                                     POWERS

     10.1  Appointment as Attorney-in-Fact.
           -------------------------------

          Each Borrower hereby irrevocably authorizes and appoints the Agent, or
any Person or agent the Agent may designate, as such Borrower's
attorney-in-fact, at the Borrowers' cost and expense, to exercise, subject to
the limitations set forth in Section 10.2, all of the following powers, which
being coupled with an interest, shall be irrevocable until all of the

<PAGE>

Obligations to the Lenders have been paid and satisfied in full and the Existing
Commitments have been terminated:

               (a)  To receive, take, endorse, sign, assign and deliver, all in
          the name of the Agent, the Lenders or any Borrower, as the case may
          be, any and all checks, notes, drafts, and other documents or
          instruments relating to the Collateral;

               (b)  To receive, open and dispose of all mail addressed to any
          Borrower and to notify postal authorities to change the address for
          delivery thereof to such address as the Agent may designate;

               (c)  To request at any time from customers indebted on Accounts,
          in the name of any Borrower or a third party designee of the Agent,
          information concerning the Accounts and the amounts owing thereon;

               (d)  To give customers indebted on Accounts notice of the

          Lenders' interest therein, and/or to instruct such customers to make
          payment directly to the Agent for any Borrower's account;

               (e)  To take or bring, in the name of the Agent, the Lenders or
          any Borrower, all steps, actions, suits or proceedings deemed by the
          Agent necessary or desirable to enforce or effect collection of the
          Accounts; and

               (f)  To file, record and register any or all of the Lenders'
          security interest in intellectual property of CBI with the United
          States Patent and Trademark Office.

     10.2  Limitation on Exercise of Power.
           -------------------------------

          Notwithstanding anything hereinabove to the contrary, the powers set
forth in subparagraphs (b), (d) and (e) above may only be exercised by the Agent
on and after the occurrence of an Event of Default which has not otherwise been
waived by the Agent. The powers set forth in subparagraphs (a), (c) and (f)
above may be exercised by the Agent at any time.

                                   ARTICLE XI.

                         EVENTS OF DEFAULT AND REMEDIES

     11.1  Events of Default.
           -----------------

          The occurrence of any of the following events shall constitute an
"Event of Default" hereunder:

               (a)  failure of any Borrower to pay (i) any interest or Fees or
          other amounts hereunder within one (1) Business Day of when due
          hereunder, in each case whether at stated maturity, by acceleration,
          or otherwise, or (ii) any

<PAGE>

          principal of the Loans or the Letter of Credit Obligations hereunder
          within one (1) Business Day of when due hereunder, whether at stated
          maturity, by acceleration or otherwise;

               (b)  any representation or warranty of a Borrower Entity,
          contained in this Credit Agreement, the other Credit Documents or any
          other agreement, document, instrument or certificate among one or more
          Borrower Entities, the Agent and the Lenders or executed by one or
          more Borrower Entities in favor of the Agent or the Lenders shall
          prove untrue in any material respect on or as of the date it was made
          or was deemed to have been made;

               (c)  failure of any Borrower to perform, comply with or observe
          any term, covenant or agreement applicable to it contained in Section
          7.1, Section 7.5, Section 7.7(b), Section 7.10, Section 7.18, Article
          VIII or Article IX;

               (d)  failure of any Borrower to perform, comply with or observe
          any term, covenant or agreement applicable to it contained in Section
          7.7(a) and such failure is not cured within two (2) Business Days
          after any Borrower shall have received notice thereof from the Agent
          or any Lender;

               (e)   failure to comply with any other covenant contained in this
          Credit Agreement, the other Credit Documents or any other agreement,
          document, instrument or certificate among one or more Borrower
          Entities, the Agent and the Lenders or executed by one or more
          Borrower Entities in favor of the Agent or the Lenders and, in the
          event such breach or failure to comply is capable of cure, such breach
          or failure to comply is not cured within thirty (30) days after any
          Borrower becomes aware of its occurrence;

               (f)  except as permitted in Section 9.4, dissolution,
          liquidation, winding up or cessation of the business of any Borrower
          or any Subsidiary (other than an Inactive Subsidiary) or the failure
          of any Borrower or any Subsidiary to meet its debts generally as they
          mature, or the calling of a meeting by any Borrower of any Borrower's
          or any of its Subsidiaries' creditors for purposes of compromising any
          Borrower's or any of its Subsidiaries' debts, or the admission by any
          Borrower of its inability to pay its debts as they become due;

               (g)  the commencement by or against any Borrower or any of its
          Subsidiaries of any bankruptcy, insolvency, arrangement,
          reorganization, receivership or similar proceedings with respect to it
          under any federal or state law and, in the event any such proceeding
          is commenced against any Borrower or any Subsidiary, such proceeding
          is not dismissed within sixty (60) days;

               (h)  the occurrence of a Change in Control;

               (i)  the occurrence of a default or event of default (in each
          case which shall continue beyond the expiration of any applicable
          grace periods) under, or the occurrence of any event that results in
          or would permit the acceleration of the maturity of any note,
          agreement or instrument evidencing any other Indebtedness

<PAGE>

          of any Borrower or any of its Subsidiaries and the aggregate principal
          amount of all such other Indebtedness with respect to which a default
          or an event of default has occurred, or the maturity of which is
          accelerated or permitted to be accelerated, exceeds $2,500,000;

               (j)  any covenant, agreement or obligation of any Borrower
          contained in or evidenced by any of the Credit Documents shall cease
          to be enforceable in accordance with its terms, or any party (other
          than the Agent or the Lenders) to any Credit Document shall deny or
          disaffirm its obligations under any of the Credit Documents, or any
          Credit Document shall be canceled, terminated, revoked or rescinded
          without the express prior written consent of the Agent, or any action
          or proceeding shall have been commenced by any Person (other than the
          Agent or any Lender) seeking to cancel, revoke, rescind or disaffirm
          the obligations of any Borrower under any Credit Document, or any
          court or other Governmental Authority shall issue a judgment, order,
          decree or ruling to the effect that any of the obligations of any
          Borrower to any Credit Document are illegal, invalid or unenforceable;

               (k)  the occurrence of a default or event of default (in each
          case which shall continue beyond the expiration of any applicable
          grace periods) under the German Financing Documents or the failure of
          Atlanta or Eurosub to pay any amounts when due under the German
          Financing Documents;

               (l)  one or more judgments or decrees shall be entered against
          any Borrower or any of its Subsidiaries in the amount of $2,500,000 or
          more in the aggregate (to the extent not paid or covered by insurance
          (i) provided by a carrier who has acknowledged coverage and has the
          ability to perform or (ii) as determined by the Agent in its
          reasonable discretion) and any such judgments or decrees shall not
          have been vacated, discharged or stayed or bonded pending appeal
          within thirty (30) days from the entry thereof;

               (m)  any Termination Event with respect to a Benefit Plan shall
          have occurred and be continuing thirty (30) days after notice thereof
          shall have been given to any Borrower by the Agent or any Lender, and
          the current value of such Benefit Plan's benefits guaranteed under
          Title IV of ERISA as of the end of that thirty (30) day period exceeds
          the then current value of such Benefit Plan's assets allocable to such
          benefits by more than $2,500,000 (or in the case of a Termination
          Event involving the withdrawal of a substantial employer, the
          withdrawing employer's proportionate share of such excess exceeds such
          amount); or

               (n)  (i) CIL merges or consolidates with any Person unless such
          merger or consolidation does not materially impair the Collateral
          taken as a whole or the value thereof to the Lenders; provided,
          however, that CIL may merge or consolidate with and into any Credit
          Party (as long as) if such merger or consolidation involves (x) a
          Borrower, such Borrower is the surviving entity or (y) a Secured
          Credit Party (but not a Borrower), a Secured Credit Party is the

<PAGE>

          surviving entity) or (ii) CIL alters or modifies CIL's organizational
          documents or form of organization (other than in connection with an
          Equity Issuance permitted hereunder).

     11.2  Acceleration.
           ------------

          After the occurrence and during the continuance of an Event of
Default, and at any time thereafter, at the direction of the Aggregate Required
Lenders, the Agent shall, upon the written or telecopied request of the
Aggregate Required Lenders, and by delivery of written notice to any Borrower
from the Agent, take any or all of the following actions, without prejudice to
the rights of the Agent, any Lender or the holder of any Note to enforce its
claims against one or more of the Borrowers: (a) declare all Obligations to be
immediately due and payable (except with respect to any Event of Default set
forth in Section 11.1(g) in which case the Existing Commitments shall terminate
and all Obligations shall automatically become immediately due and payable
without the necessity of any notice or other demand) without presentment,
demand, protest or any other action or obligation of the Agent or any Lender,
(b) immediately terminate this Credit Agreement and the Existing Commitments
hereunder; and (c) enforce any and all rights and interests created and existing
under the Credit Documents or arising under applicable law, including, without
limitation, all rights and remedies existing under the Security Documents and
all rights of setoff. The enumeration of the foregoing rights is not intended to
be exhaustive and the exercise of any right shall not preclude the exercise of
any other rights, all of which shall be cumulative.

          In addition, upon demand by the Agent or the Aggregate Required
Lenders upon the occurrence of any Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the requisite Lenders
(in accordance with the voting requirements of Section 14.10), CBI shall deposit
with the Agent for the benefit of the Lenders with respect to each Letter of
Credit then outstanding, promptly upon such demand, cash or Cash Equivalents in
an amount equal to one hundred five percent (105%) of the greatest amount for
which such Letter of Credit may be drawn. Such deposit shall be held by the
Agent for the benefit of the Issuing Bank and the other Lenders as security for,
and to provide for the payment of, outstanding Letters of Credit.

                                  ARTICLE XII.

                                   TERMINATION

          Except as otherwise provided in Article XI of this Credit Agreement,
the Existing Commitments made hereunder shall terminate on the Maturity Date and
all then outstanding Loans shall be immediately due and payable in full and all
outstanding Letters of Credit shall immediately terminate. Unless sooner
demanded, all Obligations shall become due and payable as of any termination
hereunder or under Article XI and, pending a final accounting, the Agent may
withhold any amounts it then holds, in an amount sufficient, in the Agent's sole
discretion, to cover all of the Obligations, whether absolute or contingent,
unless supplied with a satisfactory indemnity to cover all of such Obligations.
All of the Agent's and the Lenders' rights, liens and security interests shall
continue after any termination until all Obligations have been paid and
satisfied in full.

<PAGE>

s                                  ARTICLE XIII.

                                    THE AGENT

     13.1  Appointment of Agent.
           --------------------

               (a)  Each Lender hereby designates Foothill as Agent to act as
           herein specified. Each Lender hereby irrevocably authorizes, and each
           holder of any Note or participation in any Letter of Credit by the
           acceptance of a Note or participation shall be deemed irrevocably to
           authorize, the Agent to take such action on its behalf under the
           provisions of this Credit Agreement and the Notes and any other
           instruments and agreements referred to herein and to exercise such
           powers and to perform such duties hereunder and thereunder as are
           specifically delegated to or required of the Agent by the terms
           hereof and thereof and such other powers as are reasonably incidental
           thereto. The Agent shall hold all Collateral and all payments of
           principal, interest, Fees, charges and expenses received pursuant to
           this Credit Agreement or any other Credit Document for the ratable
           benefit of the Lenders. The Agent may perform any of its duties
           hereunder by or through its agents or employees.

               (b)  The provisions of this Article XIII are solely for the
           benefit of the Agent and the Lenders, and no Borrower shall have any
           rights as a third party beneficiary of any of the provisions hereof
           (other than Section 13.9). In performing its functions and duties
           under this Credit Agreement, the Agent shall act solely as agent of
           the Lenders and does not assume and shall not be deemed to have
           assumed any obligation toward or relationship of agency or trust with
           or for any Borrower.

     13.2  Nature of Duties of Agent.
           -------------------------

           The Agent shall have no duties or responsibilities except those
expressly set forth in this Credit Agreement. Neither the Agent nor any of its
officers, directors, employees or agents shall be liable for any action taken or
omitted by it as such hereunder or in connection herewith, unless caused by its
or their gross negligence or willful misconduct. The duties of the Agent shall
be mechanical and administrative in nature; the Agent shall not have by reason
of this Credit Agreement a fiduciary relationship in respect of any Lender; and
nothing in this Credit Agreement, expressed or implied, is intended to or shall
be so construed as to impose upon the Agent any obligations in respect of this
Credit Agreement except as expressly set forth herein.

     13.3  Lack of Reliance on Agent.
           -------------------------

               (a)  Independently and without reliance upon the Agent, each
           Lender, to the extent it deems appropriate, has made and shall
           continue to make (i) its own independent investigation of the
           financial or other condition and affairs of each Borrower in
           connection with the taking or not taking of any action in connection
           herewith and (ii) its own appraisal of the creditworthiness of each

<PAGE>

           Borrower, and, except as expressly provided in this Credit Agreement,
           the Agent shall have no duty or responsibility, either initially or
           on a continuing basis, to provide any Lender with any credit or other
           information with respect thereto, whether coming into its possession
           before the making of any Loans or at any time or times thereafter.

               (b)  The Agent shall not be responsible to any Lender for any
           recitals, statements, information, representations or warranties
           herein or in any document, certificate or other writing delivered in
           connection herewith or for the execution, effectiveness, genuineness,
           validity, enforceability, collectability, priority or sufficiency of
           this Credit Agreement or the Notes or the financial or other
           condition of any Borrower. The Agent shall not be required to make
           any inquiry concerning either the performance or observance of any of
           the terms, provisions or conditions of this Credit Agreement or the
           Notes, or the financial condition of any Borrower, or the existence
           or possible existence of any Default or Event of Default, unless
           specifically requested to do so in writing by any Lender.

     13.4  Certain Rights of the Agent.
           ---------------------------

           The Agent shall have the right to request instructions from the
Aggregate Required Lenders, the Existing Required Lenders or the Term B Required
Lenders, as applicable, or, as required, each of the Lenders. If the Agent shall
request instructions from the Aggregate Required Lenders, the Existing Required
Lenders or the Term B Required Lenders, as applicable, or each of the Lenders,
as the case may be, with respect to any act or action (including the failure to
act) in connection with this Credit Agreement, the Agent shall be entitled to
refrain from such act or taking such action unless and until the Agent shall
have received instructions from the Aggregate Required Lenders, the Existing
Required Lenders or the Term B Required Lenders, as applicable, or each of the
Lenders, as the case may be, and the Agent shall not incur liability to any
Person by reason of so refraining. Without limiting the foregoing, no Lender
shall have any right of action whatsoever against the Agent as a result of the
Agent acting or refraining from acting hereunder in accordance with the
instructions of the Aggregate Required Lenders, the Existing Required Lenders or
the Term B Required Lenders, as applicable, or each of the Lenders, as the case
may be.

     13.5  Reliance by Agent.
           -----------------

           The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, statement, certificate,
telex teletype or telecopier message, cablegram, radiogram, order or other
documentary, teletransmission or telephone message believed by it to be genuine
and correct and to have been signed, sent or made by the proper person. The
Agent may consult with legal counsel (including counsel for one or more of the
Borrowers with respect to matters concerning one or more of the Borrowers),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

<PAGE>

     13.6  Indemnification of Agent.
           ------------------------

           To the extent the Agent is not reimbursed and indemnified by one or
more of the Borrowers, each Lender will reimburse and indemnify the Agent in
proportion to its respective Existing Commitment and/or outstanding Term B Loans
for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees
and disbursements) or disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against the Agent in performing its
duties hereunder, in any way relating to or arising out of this Credit
Agreement; provided however, that only the Term B Lenders shall be required to
reimburse the Agent (in proportion to their respective outstanding Term B Loans)
for and against any of the liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements incurred by or asserted against the Agent
relating solely to the German Collateral or the German Financing; and provided
further, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or willful
misconduct.

     13.7  The Agent in its Individual Capacity.
           ------------------------------------

           With respect to its obligation to lend under this Credit Agreement,
the Loans made by it and the Notes issued to it, its participation in Letters of
Credit issued hereunder, and all of its rights and obligations as a Lender
hereunder and under the other Credit Documents, the Agent shall have the same
rights and powers hereunder as any other Lender or holder of a Note or
participation interests and may exercise the same as though it was not
performing the duties specified herein; and the terms "Lenders," "Aggregate
Required Lenders," "Existing Required Lenders," "Term B Required Lenders,"
"holders of Notes," or any similar terms shall, unless the context clearly
otherwise indicates, include the Agent in its individual capacity. The Agent may
accept deposits from, lend money to, acquire equity interests in, and generally
engage in any kind of banking, trust, financial advisory or other business with
one or more of the Borrowers or any affiliate of one or more of the Borrowers as
if it were not performing the duties specified herein, and may accept fees and
other consideration from the Borrowers for services in connection with this
Credit Agreement and otherwise without having to account for the same with the
Lenders.

     13.8  Holders of Notes.
           ----------------

           The Agent may deem and treat the payee of any Note as the owner
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with the Agent. Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Note, shall be
conclusive and binding on any subsequent holder, transferee or assignee of such
Note or of any Note or Notes issued in exchange therefor.

     13.9  Successor Agent.
           ---------------

               (a)  The Agent may, upon five (5) Business Days' notice to the
           Lenders and CBI, resign at any time (effective upon the appointment
           of a

<PAGE>

           successor Agent pursuant to the provisions of this Section
           13.9(a)) by giving written notice thereof to the Lenders and CBI.
           Upon any such resignation, the Aggregate Required Lenders shall have
           the right, upon five (5) days' notice, to appoint a successor Agent.
           If no successor Agent shall have been so appointed by the Aggregate
           Required Lenders, and shall have accepted such appointment, within
           thirty (30) days after the retiring Agent's giving of notice of
           resignation, then, upon five (5) days' notice, the retiring Agent
           may, on behalf of the Lenders, appoint a successor Agent, which shall
           be a bank or a trust company or other financial institution which
           maintains an office in the United States, or a commercial bank
           organized under the laws of the United States of America or of any
           State thereof, or any affiliate of such bank or trust company or
           other financial institution which is engaged in the banking business,
           having a combined capital and surplus of at least $500,000,000.
           Notwithstanding anything herein to the contrary, so long as no Event
           of Default shall have occurred and be continuing, any successor Agent
           (whether appointed by the Aggregate Required Lenders or the Agent)
           shall have been approved in writing by CBI (such approval not to be
           unreasonably withheld).

               (b)  Upon the acceptance of any appointment as Agent hereunder
           by a successor Agent, such successor Agent shall thereupon succeed to
           and become vested with all the rights, powers, privileges and duties
           of the retiring Agent, and the retiring Agent shall be discharged
           from its duties and obligations under this Credit Agreement. After
           any retiring Agent's resignation hereunder as Agent, the provisions
           of this Article XIII shall inure to its benefit as to any actions
           taken or omitted to be taken by it while it was Agent under this
           Credit Agreement.

     13.10 Collateral Matters.
           ------------------

               (a)  Each Lender authorizes and directs the Agent to enter into
           the Security Documents for the benefit of the Lenders. Each Lender
           authorizes and directs the Agent to make such changes to the form
           Acknowledgment Agreement attached hereto as Exhibit A as the Agent
           deems necessary in order to obtain any Acknowledgment Agreement from
           any landlord, warehouseman, filler, packer or processor of CBI. Each
           Lender also authorizes and directs the Agent to review and approve
           all agreements regarding lockboxes and lockbox accounts and blocked
           accounts (including the related lockbox or blocked account
           agreements) on such terms as the Agent deems necessary. Each Lender
           hereby agrees, and each holder of any Note by the acceptance thereof
           will be deemed to agree, that, except as otherwise set forth herein,
           any action taken by the Aggregate Required Lenders or each of the
           Lenders, as applicable, in accordance with the provisions of this
           Credit Agreement or the Security Documents, and the exercise by the
           Aggregate Required Lenders or each of the Lenders, as applicable, of
           the powers set forth herein or therein, together with such other
           powers as are reasonably incidental thereto, shall be authorized and
           binding upon all of the Lenders. The Agent is hereby authorized on
           behalf of all of the Lenders, without the necessity of any notice to
           or further consent from any Lender, from time to time prior to an
           Event of Default, to take any action with respect to any Collateral
           or Security

<PAGE>

           Document which may be necessary or appropriate to perfect and
           maintain perfected the security interest in and liens upon the
           Collateral granted pursuant to the Security Documents.

               (b)  The Lenders hereby authorize the Agent, at its option and
           in its discretion, to release any Lien granted to or held by the
           Agent upon any Collateral (i) upon termination of the Existing
           Commitments and payment in cash and satisfaction of all of the
           Obligations (including the Letter of Credit Obligations) at any time
           arising under or in respect of this Credit Agreement or the Credit
           Documents or the transactions contemplated hereby or thereby, (ii)
           constituting property being sold or disposed of upon receipt of the
           proceeds of such sale by the Agent if CBI certifies to the Agent that
           the sale or disposition is made in compliance with Section 9.3 (and
           the Agent may rely conclusively on any such certificate, without
           further inquiry) or (iii) if approved, authorized or ratified in
           writing by the Aggregate Required Lenders, unless such release is
           required to be approved by all of the Lenders hereunder. Upon request
           by the Agent at any time, the Lenders will confirm in writing the
           Agent's authority to release particular types or items of Collateral
           pursuant to this Section 13.10(b).

               (c)  Upon any sale and transfer of Collateral which is expressly
           permitted pursuant to the terms of this Credit Agreement, or
           consented to in writing by the Aggregate Required Lenders or all of
           the Lenders, as applicable, and upon at least five (5) Business Days'
           prior written request by any Borrower, the Agent shall (and is hereby
           irrevocably authorized by the Lenders to) execute such documents as
           may be necessary to evidence the release of the Liens granted to the
           Agent for the benefit of the Lenders herein or pursuant hereto upon
           the Collateral that was sold or transferred; provided, that (i) the
           Agent shall not be required to execute any such document on terms
           which, in the Agent's opinion, would expose the Agent to liability or
           create any obligation or entail any consequence other than the
           release of such Liens without recourse or warranty and (ii) such
           release shall not in any manner discharge, affect or impair the
           Obligations or any Liens upon (or obligations of CBI or any of its
           Subsidiaries in respect of) all interests retained by CBI or any of
           its Subsidiaries, including (without limitation) the proceeds of the
           sale, all of which shall continue to constitute part of the
           Collateral. In the event of any sale or transfer of Collateral, or
           any foreclosure with respect to any of the Collateral, the Agent
           shall be authorized to deduct all of the expenses reasonably incurred
           by the Agent from the proceeds of any such sale, transfer or
           foreclosure.

               (d)  The Agent shall have no obligation whatsoever to the
           Lenders or to any other Person to assure that the Collateral exists
           or is owned by CBI or any of its Subsidiaries or is cared for,
           protected or insured or that the liens granted to the Agent herein or
           pursuant hereto have been properly or sufficiently or lawfully
           created, perfected, protected or enforced or are entitled to any
           particular priority, or to exercise or to continue exercising at all
           or in any manner or under any duty of care, disclosure or fidelity
           any of the rights, authorities and powers granted or available to the
           Agent in this Section 13.10 or in any of the Security

<PAGE>

           Documents, it being understood and agreed that in respect of the
           Collateral, or any act, omission or event related thereto, the Agent
           may act in any manner it may deem appropriate, in its sole
           discretion, given the Agent's own interest in the Collateral as one
           of the Lenders and that the Agent shall have no duty or liability
           whatsoever to the Lenders, except for its gross negligence or willful
           misconduct.

               (e)  The Lenders acknowledge that Foothill has entered into the
           Pledge Agreements governed by the law of the Netherlands and Belgium
           in its individual capacity. The Lenders agree that if any amounts are
           received by Foothill pursuant to such Pledge Agreements, the total
           amount of the Obligations then owing shall be decreased by such
           amounts as if such amounts were received by the Agent. Foothill
           agrees that Foothill shall transfer any such amounts to the Agent. To
           the extent that it is required to accomplish the allocation of
           payment intended hereby, each Lender shall purchase and Foothill
           shall sell, without representation or warranty of any kind,
           participations in the rights under such Pledge Agreements.

     13.11 Actions with Respect to Defaults.
           --------------------------------

           In addition to the Agent's right to take actions on its own accord as
permitted under this Credit Agreement, the Agent shall take such action with
respect to a Default or Event of Default as shall be directed by the Aggregate
Required Lenders or all of the Lenders, as the case may be; provided that, until
the Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable and in the best
interests of the Lenders.

     13.12 Application of Proceeds upon an Event of Default.
           ------------------------------------------------

               (a)  All proceeds of Collateral (other than proceeds of German
           Collateral) received by the Agent pursuant to the exercise of
           remedies under the Credit Documents or otherwise realized upon the
           occurrence and during the continuation of an Event of Default shall,
           when received by the Agent in cash or its equivalent, be applied as
           follows: first, to all reasonable costs and expenses of the Agent
           (including, without limitation, reasonable attorneys' fees and
           expenses) incurred in connection with the implementation and/or
           enforcement of the Security Documents and other Credit Documents;
           second, to all costs and expenses of the Existing Lenders of Original
           Term Loans and Revolving Loans (including, without limitation,
           reasonable attorneys' fees and expenses) incurred in connection with
           the implementation and/or enforcement of the Security Documents and
           other Credit Documents; third, to the Original Term Loans, to be
           applied to the remaining principal installments thereof in inverse
           order of maturity; fourth, to the Revolving Loans (and after all
           Revolving Loans have been repaid) to a cash collateral account in an
           amount equal to existing Letter of Credit Obligations; fifth, to all
           costs and expenses of the Term B Lenders (including, without
           limitation, reasonable attorneys' fees and expenses) incurred

<PAGE>

           in connection with the implementation and/or enforcement of the
           Security Documents and other Credit Documents; sixth, to the Term B
           Loans; seventh, to the payment of any other Obligations (other than
           Obligations incurred pursuant to Foreign Currency Exchange
           Agreements) secured by such Collateral; eighth, to the payment of any
           Obligations incurred pursuant to Foreign Currency Exchange Agreements
           secured by such Collateral; and ninth, to the payment of the surplus,
           if any, to whomever may be lawfully entitled to receive such surplus.
           CBI and the Guarantors shall remain liable to the Agent and the
           Lenders for any deficiency. Any and all amounts applied pursuant to
           the third and fourth clauses of this Section 13.12(a) shall result in
           a reduction of both the CBI Maximum Credit Line and the Maximum
           Credit Line by such amount.

               (b)  All proceeds of German Collateral received by the Agent
           pursuant to the exercise of remedies under the Credit Documents or
           otherwise realized upon the occurrence and during the continuation of
           an Event of Default shall, when received by the Agent in cash or its
           equivalent, be applied as follows: first, to all reasonable costs and
           expenses of the Agent (including, without limitation, reasonable
           attorneys' fees and expenses) incurred in connection with the
           implementation and/or enforcement of the Security Documents and other
           Credit Documents; second, to all costs and expenses of the Term B
           Lenders (including, without limitation, reasonable attorneys' fees
           and expenses) incurred in connection with the implementation and/or
           enforcement of the Security Documents and other Credit Documents;
           third, to the Term B Loans; fourth, to the payment of any other
           Obligations of Atcon; fifth, to the payment of the surplus, if any,
           to whomever may be lawfully entitled to receive such surplus. Atcon
           and the Guarantors shall remain liable to the Agent and the Lenders
           for any deficiency.

           Notwithstanding anything to the contrary in this Credit Agreement or
any other Credit Document, all proceeds of Collateral received by the Agent
pursuant to the exercise of remedies under the Credit Documents shall be applied
in accordance with this Section 13.12.

     13.13 Delivery of Information.
           -----------------------

           The Agent shall not be required to deliver to any Lender originals or
copies of any documents, instruments, notices, communications or other
information received by the Agent from any Borrower, any Subsidiary, the
Aggregate Required Lenders, the Existing Required Lenders, the Term B Required
Lenders, any Lender or any other Person under or in connection with this Credit
Agreement or any other Credit Document except (a) as specifically provided in
this Credit Agreement or any other Credit Document and (b) as specifically
requested from time to time in writing by any Lender with respect to a specific
document, instrument, notice or other written communication received by and in
the possession of the Agent at the time of receipt of such request and then only
in accordance with such specific request.

<PAGE>

     13.14 Wells Fargo as Lead Arranger and Syndication Agent.
           --------------------------------------------------

           Wells Fargo shall not have any rights, powers, duties or
responsibilities hereunder or any other Credit Document in its capacity as Lead
Arranger and Syndication Agent and no implied rights, powers, duties or
responsibilities shall be read into this Credit Agreement or any other Credit
Document or otherwise exist on behalf of or against Wells Fargo in its capacity
as Lead Arranger and Syndication Agent.

                                  ARTICLE XIV.

                                  MISCELLANEOUS

     14.1  Waivers.
           -------

           Each Borrower hereby waives due diligence, demand, presentment and
protest and any notices thereof as well as notice of nonpayment. No delay or
omission of the Agent or the Lenders to exercise any right or remedy hereunder,
whether before or after the happening of any Event of Default, shall impair any
such right or shall operate as a waiver thereof or as a waiver of any such Event
of Default. No single or partial exercise by the Agent or the Lenders of any
right or remedy shall preclude any other or further exercise thereof, or
preclude any other right or remedy.

     14.2  JURY TRIAL.
           ----------

           TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER, THE AGENT
AND THE LENDERS EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF THIS CREDIT AGREEMENT, THE CREDIT DOCUMENTS OR ANY
OTHER AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO.

     14.3  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.
           ------------------------------------------------

               (a)  THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND
           THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
           SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
           THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding
           with respect to this Credit Agreement or any other Credit Document
           shall be brought in the courts of the State of New York in New York
           County or of the United States for the Southern District of New York,
           and, by execution and delivery of this Credit Agreement, each
           Borrower hereby irrevocably accepts for itself and in respect of its
           property, generally and unconditionally, the nonexclusive
           jurisdiction of such courts. Each Borrower hereby agrees that service
           of all writs, process and summonses in any suit, action or proceeding
           brought in the State of New York may be made upon CT Corporation,
           presently located at 111 Eighth Avenue, New York, New York 10011,
           U.S.A. (the "Process Agent"), and each Borrower hereby confirms and
           agrees that the Process Agent has been duly and irrevocably

<PAGE>

           appointed as its agent and true and lawful attorney-in-fact in its
           name, place and stead to accept such service of any and all such
           writs, process and summonses, and agrees that the failure of the
           Process Agent to give any notice of any such service of process to
           such Obligor shall not impair or affect the validity of such service
           or of any judgment based thereon. Each Borrower further irrevocably
           consents to the service of process out of any of the aforementioned
           courts in any such action or proceeding by the mailing of copies
           thereof by registered or certified mail, postage prepaid, to it at
           the address set out for notices pursuant to Section 14.5, such
           service to become effective three (3) days after such mailing.
           Nothing herein shall affect the right of the Agent or any Lender to
           serve process in any other manner permitted by law or to commence
           legal proceedings or to otherwise proceed against any Borrower in any
           other jurisdiction.

               (b)  Each Borrower hereby irrevocably waives any objection which
           it may now or hereafter have to the laying of venue of any of the
           aforesaid actions or proceedings arising out of or in connection with
           this Credit Agreement or any other Credit Document brought in the
           courts referred to in subsection (a) above and hereby further
           irrevocably waives and agrees not to plead or claim in any such court
           that any such action or proceeding brought in any such court has been
           brought in an inconvenient forum.

     14.4  [Intentionally Deleted].
           -----------------------

     14.5  Notices.
           -------

           Except as otherwise provided herein, all notices and correspondences
hereunder shall be in writing and sent by certified or registered mail return
receipt requested, or by overnight delivery service, with all charges prepaid,
if to the Agent, then to Foothill Capital Corporation, 2450 Colorado Avenue,
Suite 3000 West, Santa Monica, California 90404, Attention: Loan Portfolio
Manager, with a copy to Latham & Watkins, 233 S. Wacker Drive, Chicago, Illinois
60606, Attention: Donald Schwartz, Esq., if to any Borrower, then to such
Borrower c/o Chiquita Brands, Inc., 250 East Fifth Street, Cincinnati, Ohio
45202, Attention to each of: Chief Financial Officer and General Counsel, if to
a Lender at the address set forth on Schedule 1.1A hereto, or by facsimile
transmission, promptly confirmed in writing sent by first class mail, if to the
Agent, at (310) 453-7413, with a copy to Latham & Watkins at (312) 993-9767 and
if to any Borrower at (513) 784-6690 and (513) 784-6691 and if to any Lender at
the facsimile number set forth on Schedule 1.1A hereto. All such notices and
correspondence shall be deemed given (i) if sent by certified or registered
mail, three (3) Business Days after being postmarked, (ii) if sent by overnight
delivery service, when received at the above stated addresses or when delivery
is refused and (iii) if sent by facsimile transmission, when receipt of such
transmission is acknowledged; provided that notices to the Agent shall not be
effective until received.

     14.6  Assignability.
           -------------

               (a)  No Borrower shall have the right to assign this Credit
           Agreement or any interest therein except with the prior written
           consent of the Lenders.

<PAGE>

               (b)  Notwithstanding subsection (c) of this Section 14.6,
           nothing herein shall restrict, prevent or prohibit any Lender from
           (i) pledging its Loans hereunder to a Federal Reserve Bank in support
           of borrowings made by such Lender from such Federal Reserve Bank or
           (ii) granting assignments or participations in such Lender's Loans
           and Existing Commitments hereunder to its parent company and/or to
           any affiliate of such Lender or to any existing Lender or affiliate
           thereof. Any Lender may make, carry or transfer Loans at, to or for
           the account of, any of its branch offices or the office of an
           affiliate of such Lender except to the extent such transfer would
           result in increased costs to any Borrower.

               (c)  Each Lender may, with the consent of the Agent (such
           consent not to be unreasonably withheld, conditioned or delayed and
           such consent shall not be required in connection with any assignment
           by a Lender to its affiliates or managed funds or managed accounts
           (an "Exempt Assignment") or in connection with a sale of all or a
           material portion of the loan portfolio of such Lender (a "Portfolio
           Sale")), but without the consent of any other Lender or other Person,
           assign to one or more Persons all or a portion of its rights and
           obligations under this Credit Agreement and the Notes; provided that
           (i) for each such assignment, the parties thereto shall execute and
           deliver to the Agent, for its acceptance and recording in the
           Register (as defined below), an Assignment and Acceptance, together
           with any Note or Notes subject to such assignment and a processing
           and recordation fee of $3,500 to be paid by the assignee (such fee
           being waived in the case of an Exempt Assignment), (ii) no such
           assignment shall be for less than $5,000,000 or, if less, the entire
           remaining Existing Commitment or outstanding Term B Loans, as
           applicable, of such Lender, (iii) if such assignee is a Foreign
           Lender, all of the requirements of Section 2.7(b) shall have been
           satisfied as a condition to such assignment and (iv) other than in
           connection with an Exempt Assignment, each assignment of Existing
           Commitments or Existing Loans shall be of a uniform, and not a
           varying, percentage of all rights and obligations under and in
           respect of the Existing Commitments and the Existing Loans; provided,
           additionally, that, as long as no Default or Event of Default has
           occurred and is continuing, and other than to an affiliate of such
           Lender (or a fund or account managed by such Lender or one or more of
           its affiliates), no Lender shall have the right to make any such
           assignment and delegation to any entity which is not a financial
           institution or other entity which is not generally engaged in the
           business of buying, selling or funding transactions of the type
           contemplated hereby. Upon such execution and delivery of the
           Assignment and Acceptance to the Agent, from and after the date
           specified as the effective date in the Assignment and Acceptance, (x)
           the assignee thereunder shall be a party hereto, and, to the extent
           that rights and obligations hereunder have been assigned to it
           pursuant to such Assignment and Acceptance, such assignee shall have
           the rights and obligations of a Lender hereunder and (y) the assignor
           thereunder shall, to the extent that rights and obligations hereunder
           have been assigned by it pursuant to such Assignment and Acceptance,
           relinquish its rights (other than any rights it may have pursuant to
           Section 14.8 which will survive) and be released from its obligations
           under this

<PAGE>

           Credit Agreement (and, in the case of an Assignment and Acceptance
           covering all or the remaining portion of an assigning Lender's rights
           and obligations under this Credit Agreement, such Lender shall cease
           to be a party hereto).

               (d)  Upon the occurrence and during the continuation of any
           Event of Default, the Term B Lenders shall have the option to require
           any Lender that is not participating in the Term B Loans to assign,
           at par plus all accrued interest and fees, all of such Lender's
           rights and obligations under the Credit Agreement to the Term B
           Lenders so long as the parties provide for the termination of the
           Existing Commitment of each of the assigning Lenders and an increase
           in the Existing Commitments of one or more of the Term B Lenders
           accepting such assignment, so that the Existing Commitments, after
           giving effect to such assignment, shall be in the same aggregate
           amount as the Existing Commitments immediately before giving effect
           to such assignment. The foregoing right may be exercised by one or
           more of the Term B Lenders at any time upon notice to the Agent and
           the other Lenders, provided that the Agent shall thereupon notify the
           other Term B Lenders of the exercise of such option and each of the
           other Term B Lenders shall have five (5) Business Days to notify the
           Agent of such other Term B Lender's intention to participate in such
           purchase on a pro rata basis with those other Term B Lenders which
           have elected to participate in the purchase. The Agent shall
           thereupon take all actions needed to complete the assignment in
           accordance with the same procedures used under subparagraph (c) above
           within five (5) additional Business Days and each of the Term B
           Lenders shall remit to the Agent for payment to the selling Lender
           the full amount of its purchase price. The Term B Lenders purchasing
           hereunder shall pay the assignment fee to the Agent as contemplated
           by Section 14.6(c) above.

               (e)  By executing and delivering an Assignment and Acceptance,
           the assignee thereunder confirms and agrees as follows: (i) other
           than as provided in such Assignment and Acceptance, the assigning
           Lender makes no representation or warranty and assumes no
           responsibility with respect to any statements, warranties or
           representations made in or in connection with this Credit Agreement
           or the execution, legality, validity, enforceability, genuineness,
           sufficiency or value of this Credit Agreement, the Notes or any other
           instrument or document furnished pursuant hereto, (ii) such assigning
           Lender makes no representation or warranty and assumes no
           responsibility with respect to the financial condition of any
           Borrower or the performance or observance by any Borrower of any of
           its obligations under this Credit Agreement or any other instrument
           or document furnished pursuant hereto, (iii) such assignee confirms
           that it has received a copy of this Credit Agreement, together with
           copies of the financial statements referred to in Section 7.1 and
           such other documents and information as it has deemed appropriate to
           make its own credit analysis and decision to enter into such
           Assignment and Acceptance, (iv) such assignee will, independently and
           without reliance upon the Agent, such assigning Lender or any other
           Lender and based on such documents and information as it shall deem
           appropriate at the time, continue to make its own credit decisions in
           taking or not taking action under this Credit Agreement, (v) such
           assignee appoints and

<PAGE>

           authorizes the Agent to take such action as agent on its behalf and
           to exercise such powers under this Credit Agreement as are delegated
           to the Agent by the terms hereof, together with such powers as are
           reasonably incidental thereto and (vi) such assignee agrees that it
           will perform in accordance with their terms all of the obligations
           which by the terms of this Credit Agreement are required to be
           performed by it as a Lender.

               (f)  The Agent shall maintain at its address referred to in
           Section 14.5 a copy of each Assignment and Acceptance delivered to
           and accepted by it and a register for the recordation of the names
           and addresses of the Lenders and the aggregate commitments of, and
           principal amount of the Loans owing to, each Lender from time to time
           (the "Register"). The entries in the Register shall be conclusive and
           binding for all purposes, absent manifest error, and each Borrower,
           the Agent and the Lenders may treat each Person whose name is
           recorded in the Register as a Lender hereunder for all purposes of
           this Credit Agreement. The Register and copies of each Assignment and
           Acceptance shall be available for inspection by each Borrower or any
           Lender at any reasonable time and from time to time upon reasonable
           prior notice.

               (g)  Upon its receipt of an Assignment and Acceptance executed
           by an assigning Lender, together with the Note or Notes subject to
           such assignment, the Agent shall, if such Assignment and Acceptance
           has been completed and is in substantially the form of Exhibit B
           hereto, (i) accept such Assignment and Acceptance, (ii) record the
           information contained therein in the Register and (iii) give prompt
           notice thereof to each Borrower. Within five (5) Business Days after
           its receipt of such notice, each applicable Borrower shall execute
           and deliver to the Agent in exchange for the surrendered Note or
           Notes (which the assigning Lender agrees to promptly deliver to the
           applicable Borrower) a new Note or Notes to the order of the assignee
           in an amount equal to the Existing Commitment and/or outstanding Term
           B Loans assumed by it pursuant to such Assignment and Acceptance and,
           if the assigning Lender has retained an Existing Commitment and/or
           outstanding Term B Loans, a new Note or Notes to the order of the
           assigning Lender in an amount equal to the Existing Commitment and/or
           outstanding Term B Loans retained by it hereunder. Such new Note or
           Notes shall re-evidence the indebtedness outstanding under the old
           Notes or Notes and shall be in an aggregate principal amount equal to
           the aggregate principal amount of such surrendered Note or Notes,
           shall be dated the Closing Date and shall otherwise be in
           substantially the form of the Note or Notes subject to such
           assignments.

               (h)  Each Lender may sell participations (without the consent of
           the Agent, any Borrower or any other Lender) to one or more parties
           in or to any portion of its rights and obligations under this Credit
           Agreement (including, without limitation, any portion of its Existing
           Commitment, the Loans owing to it and the Note or Notes held by it);
           provided that (i) such Lender's obligations under this Credit
           Agreement (including, without limitation, its Existing Commitment to
           any Borrower hereunder) shall remain unchanged, (ii) such

<PAGE>

           Lender shall remain solely responsible to the other parties hereto
           for the performance of such obligations, (iii) such Lender shall
           remain the holder of any such Note for all purposes of this Credit
           Agreement, (iv) each Borrower, the Agent, and the other Lenders shall
           continue to deal solely and directly with such Lender in connection
           with such Lender's rights and obligations under this Credit Agreement
           and (v) such Lender shall not transfer, grant, assign or sell any
           participation under which the participant shall have rights to
           approve any amendment or waiver of this Credit Agreement except to
           the extent such amendment or waiver would (A) extend the final
           maturity date or the date for the payments of any installment of fees
           or principal or interest of any Loans or Letter of Credit
           reimbursement obligations in which such participant is participating,
           (B) reduce the amount of any installment of principal of the Loans or
           Letter of Credit reimbursement obligations in which such participant
           is participating, (C) except as otherwise expressly provided in this
           Credit Agreement, reduce the interest rate applicable to the Loans or
           Letter of Credit reimbursement obligations in which such participant
           is participating, or (D) except as otherwise expressly provided in
           this Credit Agreement, reduce any Fees payable hereunder.

               (i)  Each Lender agrees that, without the prior written consent
           of each Borrower and the Agent, it will not make any assignment or
           sell a participation hereunder in any manner or under any
           circumstances that would require registration or qualification of, or
           filings in respect of, any Loan, Note or other Obligation under the
           securities laws of the United States of America or of any
           jurisdiction.

               (j)  In connection with the efforts of any Lender to assign its
           rights or obligations or to participate interests, such Lender may
           disclose any information in its possession regarding any Borrower.

               (k)  Each Borrower shall maintain, or cause to be maintained, a
           register (the "Borrower Register") on which it enters the name of
           each Lender as the registered owner of the Loans held by such Lender.
           A Registered Loan (and the Registered Note, if any, evidencing the
           same) may be assigned or sold in whole or in part only by
           registration of such assignment or sale on the Register (and each
           Registered Note shall expressly so provide). Any assignment or sale
           of all or part of such Registered Loan (and the Registered Note, if
           any, evidencing the same) may be effected only by registration of
           such assignment or sale on the Borrower Register, together with the
           surrender of the Registered Note, if any, evidencing the same duly
           endorsed by (or accompanied by a written instrument of assignment or
           sale duly executed by) the holder of such Registered Note, whereupon,
           at the request of the designated assignee(s) or transferee(s), one or
           more new Registered Notes in the same aggregate principal amount
           shall be issued to the designated assignee(s) or transferee(s). Prior
           to the registration of assignment or sale of any Registered Loan (and
           the Registered Note, if any evidencing the same), each Borrower shall
           treat the Person in whose name such Loan (and the Registered Note, if
           any, evidencing the same) is registered as the

<PAGE>

           owner thereof for the purpose of receiving all payments thereon and
           for all other purposes, notwithstanding notice to the contrary.

               (l)  In the event that any Lender sells participations in the
           Registered Loan, such Lender shall maintain a register on which it
           enters the name of all participants in the Registered Loans held by
           it (the "Participant Register"). A Registered Loan (and the
           Registered Note, if any, evidencing the same) may be participated in
           whole or in part only by registration of such participation on the
           Participant Register (and each Registered Note shall expressly so
           provide). Any participation of such Registered Loan (and the
           Registered Note, if any, evidencing the same) may be effected only by
           the registration of such participation on the Participant Register.

     14.7  Information.
           -----------

           The Agent and each Lender (each, a "Lending Party") agrees to keep
confidential any information furnished or made available to it by any Borrower
pursuant to this Credit Agreement that is marked confidential; provided that
nothing herein shall prevent any Lending Party from disclosing such information
(a) to any other Lending Party or any affiliate of any Lending Party, or any
officer, director, employee, agent, or advisor of any Lending Party or affiliate
of any Lending Party, (b) to any other Person if reasonably incidental to the
administration of the credit facility provided herein, (c) as required by any
law, rule, or regulation, (d) upon the order of any court or administrative
agency, (e) upon the request or demand of any regulatory agency or authority;
provided, however, that, to the extent permitted by law, the affected Lending
Party shall provide prior written notice to the Borrowers of any such request or
demand, (f) that is or becomes available to the public or that is or becomes
available to any Lending Party other than as a result of a disclosure by any
Lending Party prohibited by this Credit Agreement, (g) in connection with any
litigation to which such Lending Party or any of its affiliates may be a party,
(h) to the extent necessary in connection with the exercise of any remedy under
this Credit Agreement or any other Credit Document, (i) subject to provisions
substantially similar to those contained in this Section 14.7, to any actual or
proposed participant or assignee and (j) to Gold Sheets and other similar bank
trade publications; such information to consist of deal terms and other
information approved by CBI and customarily found in such publications.

     14.8  Payment of Expenses; Indemnification.
           ------------------------------------

           The Borrowers, jointly and severally, agree to pay, upon demand, all
reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender in
connection with (i) the negotiation, preparation, execution and delivery of this
Credit Agreement and the other Credit Documents and the documents and
instruments referred to therein (including, without limitation, the reasonable
fees and expenses of special external counsel to the Agent and special external
counsel to the Lenders and the fees and expenses of special external counsel for
the Agent in connection with collateral issues but excluding any amounts for
services rendered by internal counsel) and (ii) any amendment, waiver or consent
relating hereto and thereto including, without limitation, any such amendments,
waivers or consents resulting from or related to any work-out, re-negotiation or
restructure relating to the performance by either Borrower under this

<PAGE>

Credit Agreement and (b) the Agent and each Lender in connection with
enforcement of the Credit Documents and the documents and instruments referred
to therein, including but not limited to, any work-out, re-negotiation or
restructure relating to the performance by either Borrower under this Credit
Agreement, including, without limitation, in connection with any such
enforcement, the reasonable fees and disbursements of counsel for the Agent and
each of the Lenders (including the allocated costs of internal counsel). In
addition, the Borrowers, jointly and severally, agree to pay, upon demand, for
the separate account of the Agent, audit, appraisal, and valuation fees and
charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket
expenses for each financial audit performed by personnel employed by the Agent,
(ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for
expenses for the establishment of electronic collateral reporting systems, (iii)
a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each
appraisal of the Collateral performed by personnel employed by Agent, and (iv)
the actual charges paid or incurred by the Agent if it elects to employ the
services of one or more third Persons to perform financial audits, to appraise
the Collateral, or any portion thereof, or to assess the Borrowers' (or any of
their Subsidiaries') business valuation. The Borrowers, jointly and severally,
shall indemnify, defend and hold harmless the Agent, the Issuing Bank and each
of the Lenders and their respective directors, officers, agents, employees and
counsel from and against (x) any and all losses, claims, damages, liabilities,
deficiencies, judgments or expenses incurred by any of them (except to the
extent that it is finally judicially determined to have resulted from their own
gross negligence or willful misconduct) arising out of or by reason of any
litigation, investigation, claim or proceeding which arises out of or is in any
way related to (i) this Credit Agreement, any Letter of Credit or the
transactions contemplated thereby, (ii) any actual or proposed use by one or
more of the Borrowers of the proceeds of the Loans or (iii) the Agent's, the
Issuing Bank's or the Lenders' entering into this Credit Agreement, the other
Credit Documents or any other agreements and documents relating hereto,
including, without limitation, amounts paid in settlement, court costs and the
fees and disbursements of counsel incurred in connection with any such
litigation, investigation, claim or proceeding or any advice rendered in
connection with any of the foregoing and (y) any such losses, claims, damages,
liabilities, deficiencies, judgments or expenses incurred in connection with any
remedial or other action taken by one or more of the Borrowers or any of the
Lenders in connection with compliance by CBI or any of its Subsidiaries, or any
of their respective properties, with any federal, state or local environmental
laws, acts, rules, regulations, orders, directions, ordinances, criteria or
guidelines. If and to the extent that the obligations of any Borrower hereunder
are unenforceable for any reason, such Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law. The Borrowers' obligations under this
Section 14.8 shall survive any termination of this Credit Agreement and the
other Credit Documents and the payment in full of the Obligations, and are in
addition to, and not in substitution of, any other of their Obligations set
forth in this Credit Agreement. In addition, the Borrowers, jointly and
severally, shall, upon demand, pay to the Agent and any Lender all costs and
expenses (including the reasonable fees and disbursements of counsel and other
professionals) paid or incurred by the Agent, the Issuing Bank or such Lender in
(A) enforcing or defending its rights under or in respect of this Credit
Agreement, the other Credit Documents or any other document or instrument now or
hereafter executed and delivered in connection herewith against one or more
Borrowers (or, in the case of the Agent, against any Lender, except to the
extent that the claim or liability giving rise to such enforcement or defense is
finally

<PAGE>

judicially determined to have resulted from the Agent's own gross negligence or
willful misconduct), (B) in collecting the Loans, (C) in foreclosing or
otherwise collecting upon the Collateral or any part thereof and (D) obtaining
any legal, accounting or other advice in connection with any of the foregoing.

     14.9  Entire Agreement, Successors and Assigns.
           ----------------------------------------

           This Credit Agreement along with the other Credit Documents and the
Fee Letter constitutes the entire agreement among the Borrowers, the Agent and
the Lenders, supersedes any prior agreements among them, and shall bind and
benefit each Borrower and the Lenders and their respective successors and
permitted assigns, provided, however, that the foregoing shall not affect the
continuing effectiveness of any waiver of any provision of the Original Credit
Agreement heretofore granted to CBI.

     14.10 Amendments, Etc.
           ---------------

           Neither the amendment or waiver of any provision of this Credit
Agreement or any other Credit Document, nor the consent to any departure by one
or more Borrowers therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Aggregate Required Lenders, or if the
Lenders shall not be parties thereto, by the parties thereto and consented to by
the Aggregate Required Lenders, and each such amendment, waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that amendments, consents or waivers of any
provisions of Sections 2.2(d) and 2.3(a)-(b) (to the extent and solely to the
extent that such provisions relate to Atcon's obligations to repay the Term B
Loans), Section 4.1 (to the extent such provisions relate to the Interest Rate
or Minimum Rate applicable to Obligations owing solely to the Term B Lenders)
and Section 9.3(i) shall be effective if the same shall be in writing and signed
by the Term B Required Lenders; provided further, that no amendment, waiver or
consent shall, unless in writing and signed by all the Lenders, do any of the
following: (a) increase the Existing Commitment of the Lenders or subject the
Lenders to any additional obligations, (b) except as otherwise expressly
provided in this Credit Agreement, reduce the principal of, or interest on, any
Note or any Letter of Credit reimbursement obligations or any fees hereunder,
(c) postpone any date fixed for any payment or mandatory prepayment in respect
of principal of, or interest on, any Note or any Letter of Credit reimbursement
obligations or any fees hereunder, (d) change the percentage of the Existing
Commitments or Term B Loan Commitments, or any minimum requirement necessary for
the Lenders or the Aggregate Required Lenders, Existing Required Lenders or Term
B Required Lenders to take any action hereunder, (e) amend or waive Section 2.3,
Section 2.8, Section 2.9, Section 13.6, Section 13.12, Section 14.6 or this
Section 14.10, or change the definitions of Aggregate Required Lenders, Existing
Required Lenders or Term B Required Lenders, (f) except as otherwise expressly
provided in this Credit Agreement, and other than in connection with the
financing, refinancing, sale or other disposition of any asset permitted under
this Credit Agreement, release any Liens in favor of the Lenders on any material
portion of the Collateral, (g) except as expressly permitted hereunder, increase
the advance rates used to calculate the Revolving Credit Borrowing Base or the
terms used in the calculation thereof, or (h) terminate, waive or modify any
indemnification obligations of the Borrowers under the Credit Agreement or any
other Credit Document and, provided, further, that no amendment, waiver or
consent affecting the rights or duties of the Agent or the Issuing Bank

<PAGE>

under any Credit Document shall in any event be effective, unless in writing and
signed by the Agent and/or the Issuing Bank, as applicable, in addition to the
Lenders required hereinabove to take such action. Notwithstanding any of the
foregoing to the contrary, no consent of any Borrower shall be required for any
amendment, modification or waiver of the provisions of Article XIII (other than
the provisions of Section 13.9). In addition, the Borrowers and the Lenders
hereby authorize the Agent to modify this Credit Agreement by unilaterally
amending or supplementing Schedule 1.1A from time to time in the manner
requested by any Borrower, the Agent or any Lender in order to reflect any
assignments or transfers of the Loans as provided for hereunder; provided,
however, that the Agent shall promptly deliver a copy of any such modification
to each Borrower and each Lender.

     14.11 Nonliability of Agent and Lenders.
           ---------------------------------

           The relationship between the Borrowers on the one hand and the
Lenders and the Agent on the other hand shall be solely that of borrowers and
lenders. Neither the Agent nor any Lender shall have any fiduciary
responsibilities to any Borrower. Neither the Agent nor any Lender undertakes
any responsibility to any Borrower to review or inform any Borrower of any
matter in connection with any phase of any Borrower's business or operations.

     14.12 Independent Nature of Lenders' Rights.
           -------------------------------------

           The amounts payable at any time hereunder to each Lender under such
Lender's Note or Notes shall be a separate and independent debt.

     14.13 Counterparts.
           ------------

           This Credit Agreement may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.

     14.14 Effectiveness.
           -------------

           This Credit Agreement shall become effective on the date on which all
of the parties have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Agent pursuant to Section 14.5 or, in
the case of the Lenders, shall have given to the Agent written, telecopied or
telex notice (actually received) at such office that the same has been signed
and mailed to it.

     14.15 Severability.
           ------------

           In case any provision in or obligation under this Credit Agreement or
the Notes or the other Credit Documents shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.

<PAGE>

     14.16 Headings Descriptive.
           --------------------

           The headings of the several sections and subsections of this Credit
Agreement, and the Table of Contents, are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Credit Agreement.

     14.17 Maximum Rate.
           ------------

           Notwithstanding anything to the contrary contained elsewhere in this
Credit Agreement or in any other Credit Document, the Borrowers, the Agent and
the Lenders hereby agree that all agreements among them under this Credit
Agreement and the other Credit Documents, whether now existing or hereafter
arising and whether written or oral, are expressly limited so that in no
contingency or event whatsoever shall the amount paid, or agreed to be paid, to
the Agent or any Lender for the use, forbearance, or detention of the money
loaned to the Borrowers and evidenced hereby or thereby or for the performance
or payment of any covenant or obligation contained herein or therein, exceed the
Highest Lawful Rate. If due to any circumstance whatsoever, fulfillment of any
provisions of this Credit Agreement or any of the other Credit Documents at the
time performance of such provision shall be due shall exceed the Highest Lawful
Rate, then, automatically, the obligation to be fulfilled shall be modified or
reduced to the extent necessary to limit such interest to the Highest Lawful
Rate, and if from any such circumstance any Lender should ever receive anything
of value deemed interest by applicable law which would exceed the Highest Lawful
Rate, such excessive interest shall be applied to the reduction of the principal
amount then outstanding hereunder or on account of any other then outstanding
Obligations and not to the payment of interest, or if such excessive interest
exceeds the principal unpaid balance then outstanding hereunder and such other
then outstanding Obligations, such excess shall be refunded to the applicable
Borrower. All sums paid or agreed to be paid to the Agent or any Lender for the
use, forbearance, or detention of the Obligations and other indebtedness of the
Borrowers to the Agent or any Lender shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of such indebtedness until payment in full so that the actual rate of
interest on account of all such indebtedness does not exceed the Highest Lawful
Rate throughout the entire term of such indebtedness. The terms and provisions
of this Section shall control every other provision of this Credit Agreement and
all agreements among the Borrowers, the Agent and the Lenders.

     14.18 Right of Setoff.
           ---------------

           In addition to and not in limitation of all rights of offset that any
Lender or other holder of a Note may have under applicable law, each Lender or
other holder of a Note shall, if any Event of Default has occurred and is
continuing and whether or not such Lender or such holder has made any demand or
the Obligations of any Borrower have matured, have the right to appropriate and
apply to the payment of the Obligations of any Borrower all deposits (general or
special, time or demand, provisional or final) then or thereafter held by and
other indebtedness or property then or thereafter owing by such Lender or other
holder. Any amount received as a result of the exercise of such rights shall be
reallocated among the Lenders as set forth in Section 3.8.

<PAGE>

     14.19 Power of Attorney.
           -----------------

           Each Subsidiary of CBI hereby appoints the chief accounting officer
and any vice president of CBI (each of whom is a senior officer of CBI) to be
its attorneys ("its Attorneys") and in its name and on its behalf and as its act
and deed or otherwise to sign all documents and carry out all such acts as are
necessary or appropriate in connection with executing any Notice of Borrowing,
any Revolving Credit Borrowing Base Certificate or any security documents (the
"Documents") in connection with this Credit Agreement; provided that such
Documents are in substantially the form provided therefor in the applicable
exhibits thereto. This Power of Attorney shall be valid for the duration of the
term of this Credit Agreement. Each Subsidiary of CBI hereby undertakes to
ratify everything which either of its Attorneys shall do in order to execute the
Documents mentioned herein.

     14.20 Restatement of Amended and Restated Credit Agreement.
           ----------------------------------------------------

           The parties hereto agree that, on the Closing Date, the following
transactions shall be deemed to occur automatically, without further action by
any party hereto:

               (a)  the Amended and Restated Credit Agreement shall be deemed
           to be amended and restated in its entirety in the form of this
           Agreement (provided that the foregoing shall not be deemed or
           otherwise construed to constitute a waiver of any Default or Event of
           Default under this Credit Agreement or the Amended and Restated
           Credit Agreement to the extent not previously waived);

               (b)  all Original Obligations outstanding on the Closing Date
           (including without limitation all accrued and unpaid principal,
           interest and fees) shall, to the extent not paid on the Closing Date,
           be deemed to be Obligations outstanding hereunder;

               (c)  the Guaranties and Security Documents, including the Liens
           created thereunder, and securing payment of the Original Obligations,
           shall remain in full force and effect with respect to the Obligations
           and are hereby reaffirmed; and

               (d)  all references in the other Credit Documents to the
           Original Credit Agreement shall be deemed for all time periods after
           the date hereof to refer without further amendment to this Credit
           Agreement as the same may be amended, restated, supplemented, renewed
           or otherwise modified from time to time.

The parties acknowledge and agree that this Credit Agreement and the other
Credit Documents do not constitute a novation, payment and reborrowing or
termination of the Original Obligations and that all such Original Obligations
are in all respects continued and outstanding as Obligations under this Credit
Agreement and the Notes with only the terms being modified from and after the
effective date of this Agreement as provided in this Agreement, the Notes and
the other Credit Documents.

<PAGE>

     14.21 Produce Ventures.
           ----------------

           The parties hereto agree to the provisions set forth in Schedule
14.21.

     14.22 CBI Acknowledgement.
           -------------------

           CBI acknowledges and agrees that (i) any and all liens, security
interests and encumbrances granted by CBI pursuant to one or more Credit
Documents secure the payment and performance of CBI's obligations in its
capacity as a Borrower and also in its capacity as a guarantor of Atcon's
obligations and (ii) the license of certain assets, rights and interests to CIL
pursuant to the Trademark License Agreement is expressly subject to the prior
liens and rights of the Agent under the Credit Documents in such assets, rights
and interests.


<PAGE>

           IN WITNESS WHEREOF the parties hereto have caused this Credit
Agreement to be executed and delivered by their proper and duly authorized
officers as of the date set forth above.

BORROWERS:                              CHIQUITA BRANDS, INC.
---------


                                        By:
                                            ------------------------------------
                                        Name:  Carla A. Byron
                                        Title: Vice President and Treasurer


                                        ATCON FINANZ, INC.


                                        By:
                                            ------------------------------------
                                        Name:  Carla A. Byron
                                        Title: Vice President and Treasurer


AGENTS AND LENDERS:                     FOOTHILL CAPITAL CORPORATION,
------------------                      as Agent and as a Lender


                                        By:
                                            ------------------------------------
                                        Name:  Stephen Schwartz
                                        Title: Senior Vice President


                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                        as Lead Arranger, Syndication Agent
                                        and as a Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title: Vice President


LENDERS:                                ABLECO FINANCE LLC, for itself and its
-------                                 affiliated assignees, as an
                                        Existing Lender


                                        By:
                                            ------------------------------------
                                        Name:  Kevin Genda
                                        Title: Chief Credit Officer


<PAGE>


                                        ABLECO FINANCE LLC, for itself and its
                                        affiliated assignees, as a Term B Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        PNC BANK, National Association,
                                        as a Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        Oak Hill Securities Fund, L.P.,
                                        as a Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        Oak Hill Securities Fund II, L.P.,
                                        as a Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        LaSalle Bank National Association,
                                        as a Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------