Acceptance of Appointment as Successor Warrant Agent by Wachovia Bank



 Exhibit 4.1 
  

ACCEPTANCE OF APPOINTMENT 
 AS
SUCCESSOR WARRANT AGENT 
  
 THIS ACCEPTANCE OF APPOINTMENT AS
SUCCESSOR WARRANT AGENT (this “Acceptance of Appointment”), is made as of June 24, 2005 by and between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), Wachovia Bank, N.A., a national
banking association (“Wachovia”). 
  
 WHEREAS,
the Company is party to that certain 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 (“American Security”); 
  
 WHEREAS,
American Security has notified the Company of its intention to resign as Warrant Agent (as such term is defined therein) under the Agreement; and 
  
 WHEREAS, the Company desires Wachovia to become vested with all the authority, rights, powers, duties and obligations of the Warrant Agent, and Wachovia
is willing to accept such appointment. 
  
 NOW THEREFORE, in
consideration of the premises and of the mutual agreement herein contained, the parties agree as follows: 
  
 1. Acceptance of Appointment. Pursuant to Section 6.3 of the Agreement, the Company hereby appoints Wachovia as Warrant Agent and Wachovia agrees
to accept the appointment as Warrant Agent and to become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of Warrant Agent with like effect as if originally named Warrant Agent under the Agreement. Wachovia
acknowledges receipt of a copy of the Agreement. 
  
 2.
Transition and Timing. The Company agrees to deliver this Acceptance of Appointment to American Security and to take all reasonable actions to enable the transfer of all documentation from American Security to Wachovia to the extent necessary
for Wachovia’s performance as Warrant Agent. The parties expect that Wachovia will replace American Security as Warrant Agent in all respects as of June 24, 2005. 
  
 3. Further Assurances. The Company and Wachovia agree to cooperate reasonably with each other and with their
respective representatives in connection with any steps required to be taken as part of their respective obligations under this Acceptance of Appointment and the Agreement, and agree to (a) furnish upon request to each other such further
information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the duties and obligations under the Agreement. 

 
 4. Addresses. The notice address for Wachovia under Section 8.4 of
the Agreement is Wachovia Bank, N.A., 1525 W. WT Harris Blvd.; 3C3, Charlotte, North Carolina 28262. 
  
 5. Counterparts. This Acceptance of Appointment may be executed in any number of counterparts, each of which as so executed shall be deemed to be
an original, but such counterparts shall together constitute one and the same instrument. 







 IN WITNESS WHEREOF, the Company and Wachovia have caused this Acceptance of Appointment to be 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/ Robert W. Olson


	Name:	 	Robert W. Olson
	Title:	 	 Senior Vice President, General Counsel and Secretary



  

	
	Attest:
	
	 /s/ Barbara M. Howland


	Barbara M. Howland
	Title: Assistant Secretary

  

			
	WACHOVIA BANK, N.A.
		
	By:	 	 /s/ Joan K. Kaprinski


	Name:	 	Joan K. Kaprinski
	Title:	 	Vice President


  

	
	Attest:
	
	 /s/ Harry Drummond


	Title: AVP








 Amendment to Chiquita Brands International, Inc. 
 Common Stock Warrant Agreement 
  
 This Amendment to the Chiquita Brands International, Inc. Common Stock Warrant Agreement (“Amendment”) is made as of June 24, 2005 by and
between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), Wachovia Bank, N.A., a national banking association (“Wachovia”). 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.

  
 WHEREAS, contemporaneously with the execution of this
Amendment, Wachovia is executing the Acceptance of Appointment as Successor Warrant Agent under the Agreement; and 
  
 WHEREAS, the Company and Wachovia desire to amend the Agreement to change the process for payment of the Warrant Price to the Company. 
  
 NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in this Amendment, the parties hereby agree as follows: 
  
 1. Section 2.3(a) of the Agreement shall be amended in its entirety to state the following: 
  
 (a) During the period specified in Section 2.2, any whole number of Warrants may be exercised by delivering to the Warrant Agent the Warrant Certificate
with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate properly completed and duly executed and by either (i) paying in full, by certified check or by bank wire transfer, in each case in
immediately available funds, the Warrant Price for each Warrant exercised (the “Aggregate Warrant Price”), to the Warrant Agent at its corporate office or (ii) delivering written notice to the Warrant Agent that the holder of the
Warrant is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of Warrant Shares issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Stock is
equal to the Aggregate Warrant Price (and such withheld shares shall no longer be issuable under the Warrant (a “Cashless Exercise”). The formula for determining the number of Warrant Shares to be issued in a Cashless Exercise is
set forth on Exhibit B attached hereto. The date on which the Warrant Certificate and payment in full of the Warrant Price or the notice described in clause (ii) above is received by the Warrant Agent shall be deemed to be the date on which
the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price into an Evergreen Institutional Treasury Money Market Fund account for the benefit of the Company (or such other no-fee interest
bearing account agreed to by the Company and the Warrant Agent) and on a weekly basis, the Warrant Agent shall wire such funds to the Company using the following wire instructions (or subsequent instructions provided in writing by the Company to the
Warrant Agent): 
  
 Bank Name: [intentionally deleted] 
 Account Name: [intentionally deleted] 







 On a weekly basis, the Warrant Agent shall deliver reports to the Company at its address pursuant to Section 8.4,
providing the Warrant exercise transaction detail for the prior week’s and the year-to-date activity. 
  
 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the Company and Wachovia have caused this Amendment to be 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/ Robert W. Olson


	Name:	 	Robert W. Olson
	Title:	 	 Senior Vice President, General Counsel and Secretary



  

	
	Attest:
	
	 /s/ Barbara M. Howland


	Barbara M. Howland
	Title: Assistant Secretary

  

			
	WACHOVIA BANK, N.A.
		
	By:	 	 /s/ Joan K. Kaprinski


	Name:	 	Joan K. Kaprinski
	Title:	 	Vice President


  

	
	Attest:
	
	 /s/ Harry Drummond


	Title: AVP