EX-10.1






AMENDMENT NO. 5 TO THE CREDIT AGREEMENT




Dated as of March 7, 2007




AMENDMENT NO. 5 TO THE CREDIT AGREEMENT (this “Amendment”) among CHIQUITA BRANDS
L.L.C., a Delaware limited liability company (the “Borrower”), CHIQUITA BRANDS
INTERNATIONAL, INC., a New Jersey corporation (“Holdings”), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement referred to below
(collectively, the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative
Agent (in such capacity, the “Administrative Agent”).



PRELIMINARY STATEMENTS:




(1) WHEREAS, the Borrower, Holdings, the Lenders and the Administrative Agent have entered
into a Credit Agreement dated as of June 28, 2005, as amended by Amendment No. 1 dated as of
November 18, 2005, Amendment No. 2 dated as of February 9, 2006, Amendment No. 3 dated as of June
6, 2006 and Amendment No. 4 dated as of November 8, 2006 (such Credit Agreement, as so amended, the
“Credit Agreement”; capitalized terms not otherwise defined in this Amendment being used
with the same meanings as specified in the Credit Agreement);



(2) WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as
described below;



(3) WHEREAS, the Lenders have agreed, subject to the terms and conditions hereinafter set
forth, to amend the Credit Agreement as set forth below.



NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto
hereby agree as follows:



SECTION 1. Amendments to the Credit Agreement. The Credit Agreement is, subject to
the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as
follows:




(a) The definition of “Applicable Margin” in Section 1.01 of the Credit
Agreement is hereby amended by inserting the following sentence at the end of such
definition:




“Anything contained herein to the contrary notwithstanding, in the event that
any Financial Statement or Compliance Certificate delivered pursuant to Section
5.01(a) is shown to be inaccurate (regardless of whether this Agreement or the
Commitments are in effect when such inaccuracy is discovered), and such inaccuracy,
if corrected, would have led to the application of a higher Applicable Margin with
respect to any Loans for any period (an “Applicable Period”) than the Applicable
Margin applied for such Applicable Period, then (i) the Borrower shall immediately
deliver to the Administrative Agent a corrected Compliance Certificate for such
Applicable Period, (ii) determine the Applicable Margin with respect to such Loans
for such Applicable Period based upon the corrected Compliance Certificate, and
(iii) immediately pay to the Administrative Agent the accrued additional interest
owing as a result of such increased Applicable Margin for such Applicable Period,
which payment shall be promptly distributed to the Appropriate Lenders. This
provision shall not limit the rights of the Administrative Agent and the Lenders
with respect to Section 2.07(c) and Article VI.”




(b) Section 1.01 of the Credit Agreement is hereby amended by adding the following
definitions in correct alphabetical order:




“DOJ Investigation” shall mean the investigation by the U.S. Department
of Justice into certain payments made by a former Colombian subsidiary of Holdings
and related matters.




“DOJ Liability” shall mean any potential plea, settlement or other
agreement by Holdings with the U.S. Department of Justice or any other potential
liability of Holdings resulting from the DOJ Investigation.




(c) The definition of “EBITDA” in Section 1.01 of the Credit Agreement is hereby
amended by:




(i) revising the first parenthetical phrase thereof to read as follows: “(in
the case of clauses (a) through (g), (i) and (j) only)”;




(ii) deleting “and” before “(h)”; and




(iii) inserting after clause (h) thereof the following: “, (i) charges or
amounts payable in respect of any DOJ Liability in an aggregate amount not to
exceed $25,000,000, and (j) legal fees and expenses relating to the DOJ
Investigation and any DOJ Liability in an aggregate amount not to exceed
$5,000,000.”




(d) The definition of “Fixed Charges” in Section 1.01 of the Credit Agreement is
hereby amended by inserting at the end of clause (d) thereof the following: “and any such
payments made to Holdings for the purpose of discharging any obligations in respect of any
DOJ Liability in an aggregate amount not to exceed $25,000,000.”




(e) Section 5.02(f)(ii) is hereby amended in its entirety to read as follows:




“(ii) the Borrower may make Distributions to CBII (A) in any event for the cash
costs in respect of CBII Overhead Expenses (including for Distributions not matching
up to expenses, such as for deferred compensation plans) in amounts not exceeding
such cash costs, (B) to fund liabilities of CBII disclosed on Schedule
5.02(f)(ii) existing as of the Effective Date, (C) in respect of any DOJ
Liability, to pay charges and other amounts in an aggregate amount not to exceed
$25,000,000 and (D) provided that (i) no Event of Default has occurred and
is then continuing, or would result from such Distribution and (ii) Borrower and
CBII are in Pro Forma Compliance with all Financial Covenants and a Covenant
Election has been made, for any other purpose (including dividends, interest
payments, and Stock and Warrant Repurchases); and”



SECTION 2. Conditions of Effectiveness. (a) Section 1 of this Amendment shall become
effective when, and only when, each of the following conditions set forth in this Section 2 shall
have been satisfied: (i) the Administrative Agent shall have received (A) counterparts of this
Amendment executed by the Borrower and the Required Lenders or, as to any of such Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this Amendment, (B)
counterparts of the Consent attached hereto executed by each of the Loan Parties (other than the
Borrower), and (C) evidence of corporate authorization for each Loan Party satisfactory to the
Administrative Agent; (ii) the Borrower shall have paid to the Administrative Agent, for the
benefit of the Administrative Agent and its affiliates, all fees then payable and all reasonable
out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of
counsel to the Administrative Agent) of the Administrative Agent and its affiliates incurred in
connection, and in accordance, with the Credit Documents (including this Amendment) to the extent
invoiced; and (iii) no Default shall have occurred and be continuing, or would occur as a result of
the transactions contemplated by this Amendment (hereinafter, the “Fifth Amendment Effective
Date”).



SECTION 3. Representations and Warranties of the Borrower. Each of Holdings and the
Borrower represents and warrants as follows:




(a) The execution, delivery and performance by it of this Amendment, the execution,
delivery and performance of the Consent by the Loan Parties signatory thereto and the
performance by each Loan Party of each Credit Document (as amended by this Amendment) to
which such Person is a party, are within such Loan Party’s corporate or other powers, have
been duly authorized by all necessary actions on the part of such Loan Party, and do not and
will not (i) violate any Requirement of Law applicable to such Loan Party, (ii) violate any
provision of, or result in the breach or the acceleration of, or entitle any other Person to
accelerate (whether after the giving of notice or lapse of time or both), any Contractual
Obligation of such Loan Party, (iii) result in the creation or imposition of any Lien (or the
obligation to create or impose any Lien) upon any property, asset or revenue of such Loan
Party (except such Liens as may be created in favor of the Administrative Agent for the
benefit of itself and the Lenders pursuant to this Agreement or the other Credit Documents)
or (iv) violate any provision of any existing law, rule, regulation, order, writ, injunction
or decree of any court or Governmental Authority to which it is subject, except in each case
in each of clauses (i), (ii), (iii) and (iv) where such breach or violation could not
reasonably be expected to have a Material Adverse Effect.




(b) This Amendment and the Consent attached hereto, when delivered hereunder, will have
been duly executed and delivered by each Loan Party that is party thereto. This Amendment
and the Consent attached hereto, when so delivered, will constitute a legal, valid and
binding obligation of each such Loan Party, enforceable against such Loan Party in accordance
with its terms, except as limited by Debtor Relief Laws relating to or affecting the
enforcement of creditors’ rights generally and general principles of equity.



SECTION 4. Reference to and Effect on the Credit Agreement, the Notes and the Credit
Documents. (a) On and after the Fifth Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Credit Documents to “the
Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.



(b) The Credit Agreement, the Notes and each of the other Credit Documents, in each case as
specifically amended by this Amendment, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Each of Holdings and the Borrower hereby (i)
confirms and agrees that the pledge and security interest in the Collateral granted by it pursuant
to the Security Documents to which it is a party shall continue in full force and effect, and (ii)
acknowledges and agrees that such pledge and security interest in the Collateral granted by it
pursuant to such Security Documents shall continue to secure the Obligations purported to be
secured thereby, as amended or otherwise affected hereby.



(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of
any of the Credit Documents.



SECTION 5. Costs, Expenses. The Borrower agrees to pay all reasonable out-of-pocket
costs and expenses of the Administrative Agent incurred in connection with the preparation,
execution, delivery and any modification of this Amendment and the other instruments and documents
to be delivered by any Loan Party hereunder (including, without limitation, the reasonable fees and
expenses of external counsel for the Administrative Agent) in accordance with the terms of
Section 8.02 of the Credit Agreement.



SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.



SECTION 7. Governing Law; Submission to Jurisdiction. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of New York. Each of the
Borrower and Holdings hereby irrevocably submits to the non-exclusive jurisdiction of the courts of
the State of New York, New York county and the courts of the United States of America located in
the Southern District of New York and hereby agrees that any legal action, suit or proceeding
arising out of or relating to this Amendment may be brought against them in any such courts.



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above written.




BORROWER:




CHIQUITA BRANDS L.L.C.,


a Delaware limited liability company




By: /s/ Jeffrey M. Zalla

Name: Jeffrey M. Zalla

Title: Senior Vice President and Chief Financial

Officer





HOLDINGS:




CHIQUITA BRANDS INTERNATIONAL, INC.,




a New Jersey corporation




By: /s/ Jeffrey M. Zalla

Name: Jeffrey M. Zalla

Title: Senior Vice President and Chief Financial

Officer





ADMINISTRATIVE AGENT:




Wachovia Bank, N.A.




As Administrative Agent




By: /s/ Mark S. Supple

Name: Mark S. Supple

Title: Vice President





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