Exhibit
10.4


 


Michael Bender


4838 Jenkins
Avenue


North Charleston,
SC 29405


Tel: (843)
744-5174


Email: benderm@intertechsc.com


 


September
23, 2014


 


Mr.
David McCann


Chairman


Fyffes
plc


29
North Anne Street


Dublin
7, Ireland


 


Re:
Proposed Transaction as Amended


 


Dear
Mr. McCann:


 


I
write on behalf of The Article 6 Marital Trust under The First Amended and Restated Jerry Zucker Revocable Trust dated April 2,
2007 (the “Trust”), one of the largest shareholders of Fyffes plc (the “Company”) and refer to the support
letter dated March 7, 2014 (the “Original Support Letter”) given by the Trust to the Company in connection with the
proposed combination transaction with Chiquita Brands International, Inc. (“Chiquita”), pursuant to which ChiquitaFyffes
Limited would acquire the entire issued and to be issued share capital of the Company (the “Transaction”). The Trust
is presently the beneficial owner of 39,034,612 ordinary shares of the Company (together with any additional shares of the Company
that the Trust may acquire after the date hereof, and less any shares of the Company that the Trust may sell or otherwise transfer
from the date hereof, the “Shares”).


 


We
understand that the Company’s board of directors (the “Board”) is in the process of authorizing the Company to
enter into an amendment to the Transaction. We understand that Chiquita and Fyffes propose to issue a press release on or before
September 26, 2014 announcing the revised terms of the Transaction, on the terms and subject to the conditions to be set out in
that announcement, and which will include a recommendation of the Board that the Company’s shareholders vote in favor of
the Transaction as so revised (the “Revised Transaction Announcement”).


 


This
letter is to confirm and repeat the Trust’s support of the Transaction given by us in the Original Support Letter, and to
confirm that, so long as the Board is supportive of the Transaction with the revised terms and conditions specified in the Revised
Transaction Announcement or the transaction agreement, as amended, is not otherwise terminated or further materially modified as
determined by the Trust in the Trust’s sole and absolute discretion, the Trust will (x) vote all of its Shares in favor of
any proposal submitted to the Company’s shareholders to approve the Transaction with the revised terms and conditions specified
in the Revised Transaction Announcement and (y) not engage in discussions, or otherwise solicit third party interest, regarding
an alternative acquisition proposal for the Company. Notwithstanding anything contained herein, the Trust expressly reserves the
right to sell or otherwise transfer any or all of its Shares to any third party upon any such terms and conditions as the Trust
may accept, in the Trust’s sole and absolute discretion. Further, the Trust expressly reserves the right to purchase or otherwise
acquire any additional shares of the Company from any third party upon any such terms and conditions as the Trust may accept, in
the Trust’s sole and absolute discretion.


 


We
also confirm that the Trust has no objection to any public disclosure by the Company or Chiquita of the support referred to in
this letter and that the Company may provide a copy of this letter to Chiquita.


  


	Yours very truly,
	 
	/s/ Michael Bender
	
	Michael Bender, Esquire
	 
	cc:     Robert Johnston