Exhibit 4.1

Amendment #3 to Chiquita Brands International, Inc.

Common Stock Warrant Agreement

This Amendment #3 to the Chiquita Brands International, Inc. Common Stock Warrant Agreement (the Amendment) is made as of
September 21, 2007 by and between Chiquita Brands International, Inc., a New Jersey corporation (the Company), and Wells Fargo Bank, National Association, a national banking association (Wells Fargo). Any
capitalized terms not defined herein shall have the meaning set forth in the Chiquita Brands International, Inc. Common Stock Warrant Agreement (the Agreement) dated as of March 19, 2002 by and between the Company and
American Security Transfer Company Limited Partnership, as amended June 24, 2005, and as further amended March 27, 2006.

WHEREAS, the Company and Wells Fargo desire to amend the Agreement to provide that the warrants may be held in un-certificated book-entry form on the books of the transfer agent (the Transfer Agent) for the Companys
outstanding securities.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Amendment, the parties
hereby agree as follows:

1. A new Section 1.6 is hereby added to the Agreement, which section shall state the following:

Section 1.6 Book-Entry Warrants. Any Warrant Certificate issued pursuant to this Agreement may be issued through the Direct Registration System as a
book-entry on the Companys records, as maintained by the Transfer Agent. Any such Warrant Certificate issued through the Direct Registration System shall be subject to the same terms and conditions of this Agreement as a Warrant Certificate
registered in any other manner.

2. The definition Warrant Certificates appearing in Article VII of the Agreement shall be amended in its
entirety to state the following:

Warrant Certificates shall have the meaning provided in the preamble, and may be evidenced by
book-entry statements, transaction advices or any other evidence of issuance and registration through the Direct Registration System on the Companys records as maintained by the Transfer Agent.

[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF, the Company and Wells Fargo have caused this Amendment to he signed by their
respective duly authorized officers, and the same to be attested by their respective Secretaries or one of their respective Assistant Secretaries, all as of the day and year first written above.



CHIQUITA BRANDS INTERNATIONAL, INC.By:

/s/ James E. ThompsonName:

James E. ThompsonTitle:

Senior Vice President, General Counsel and Secretary




|                       |  |                    
|---------------------- |  | -------------------
|Attest:               
|                      
|/s/ Barbara M. Howland
|Name:                  |  | Barbara M. Howland 
|Title:                 |  | Assistant Secretary



WELLS FARGO BANK, NATIONAL ASSOCIATIONBy:

/s/ Peggy SimeName:

Peggy SimeTitle:

Assistant Vice President




|                |  |                         
|--------------- |  | ------------------------
|Attest:        
|               
|/s/ Cindy Gesme
|Name:           |  | Cindy Gesme             
|Title:          |  | Assistant Vice President