Exhibit 10.3


 


DEED OF IRREVOCABLE UNDERTAKING


 


	To:	Chiquita Brands International, Inc.
	 	550 South Caldwell Street
	 	Charlotte, North Carolina 28202
	 	U.S.A.
	 	("Chiquita")
	 	 
	 	ChiquitaFyffes limited
	 	Riverside One
	 	Sir John Rogerson's Quay
	 	Dublin 2
	 	Ireland
	 	("ChiquitaFyffes")


 


25 September 2014


 


Dear Sirs


 


COMBINATION OF CHIQUITA BRANDS INTERNATIONAL INC. AND FYFFES
PLC


 


We refer to the irrevocable undertaking
dated 9 March 2014 given by us to Chiquita and ChiquitaFyffes in connection with the proposed combination of Chiquita and Fyffes
plc ("Fyffes") (the "Original Deed of Irrevocable Undertaking"). We refer also to the press
announcement which, we understand, Chiquita and Fyffes propose to issue on or before 26 September 2014 announcing revised terms
of the Scheme and 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 Fyffes Board that Fyffes Shareholders vote in favour of the Scheme as so revised (the "Revised
Transaction Announcement").


 


We each hereby severally confirm and repeat
(subject to paragraphs 1.1(a) to 1.1(d) below) to Chiquita and ChiquitaFyffes the representations, warranties, undertakings and
acknowledgements given by us in the Original Deed of Irrevocable Undertaking as of the date of this undertaking but so that:


 


		(a)	the expressions "Scheme"
                                         and "Transaction" as used in the Original Deed of Irrevocable Undertaking
                                         and in this undertaking shall be taken to refer to the Scheme or (as the case may be)
                                         the Transaction as shall be varied in accordance with the revised terms and conditions
                                         specified in the Revised Transaction Announcement;



 


		(b)	the expression "Announcement"
                                         as used in the Original Deed of Irrevocable Undertaking shall be taken to refer to
                                         the Announcement as revised by the Revised Transaction Announcement;



 


		(c)	the phrase "and against any resolution or proposal to adjourn the Court Meeting or the
EGM (unless otherwise directed by Chiquita" in Clause 1(c)(i) of the Original Deed of Irrevocable Undertaking shall not
be confirmed or repeated; and



 


		(d)	the phrase "and in any event no later than 10 days before the date of the Court Meeting
and the EGM" Clause 1(c)(ii) shall be deemed to be amended to read "and in any event no later than 5 days before
the date of the Court Meeting and the EGM".



 




    	 



    	 



    

  


We irrevocably consent to the issue of
the Revised Transaction Announcement and any revised Scheme Document, and any further shareholder circular issued by Chiquita,
ChiquitaFyffes and/or Fyffes in connection with the Transaction, incorporating references to the provisions of this undertaking.
We understand that this undertaking will be made available for inspection (as required by the Takeover Rules) and that particulars
of it will be contained in the Revised Transaction Announcement and any revised Scheme Document. We shall promptly give you all
information and any assistance as you may reasonably require for the preparation of any revised Scheme Document and any other announcement
to be made, or document to be issued, by or on behalf of Chiquita, ChiquitaFyffes or Fyffes in connection with the Transaction
in order to comply with the requirements of the Takeover Rules, the Panel, the High Court or any other legal or regulatory requirement
or body.


 


The obligations under this undertaking
will lapse in any of circumstances specified in clause 3(b)(ii) to (iv) inclusive of the Original Deed of Irrevocable Undertaking
or if the Revised Transaction Announcement is not made on or before 26 September 2014 .


 


We agree that damages would or may not
be an adequate remedy for breach of this undertaking and that Chiquita and/or ChiquitaFyffes shall have the right to remedies of
injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by us.


 


This undertaking and all non-contractual
matters arising out of or in connection with it shall be governed by Irish law and we submit to the jurisdiction of the Irish courts
for all purposes in relation to this undertaking.


 


Except where the context requires otherwise,
the definitions used in this undertaking shall have the meanings given to them in the transaction agreement dated 10 March 2014
entered into between Fyffes, Chiquita, ChiquitaFyffes, CBII Holding Corporation and Chicago Merger Sub, Inc. as amended from time
to time.


 


IN WITNESS whereof this Deed has
been duly executed and delivered as a deed poll on the date shown at the beginning of this document.


 




    	 



    	 



    







 


	PRESENT when the Common Seal of	 	 
	ARMATEUR LIMITED	 	 
	was affixed hereto	 	 
	and this DEED has been DELIVERED:	 	 
	 	 	/s/ Catherine Ghose
	 	 	Director
	 	 	 
	 	/s/ Maura Brennan
	 	Secretary
	 	 
	 	Authorised Signatory
	 	 	on behalf of Arevalo Limited
	 	 	 
	PRESENT when the Common Seal of	 	 
	CHEKGATE LIMITED 	 	 
	was affixed hereto	 	 
	and this DEED has been DELIVERED:	 	 
	 	 	/s/ Catherine Ghose
	 	 	Director
	 	 	 
	 	/s/ Maura Brennan
	 	Secretary
	 	 
	 	Authorised Signatory
	 	 	on behalf of Arevalo Limited
	 	 	 
	PRESENT when the Common Seal of 	 	 
	FIRSTMORE LIMITED	 	 
	was affixed hereto	 	 
	and this DEED has been DELIVERED:	 	 
	 	 	/s/ Catherine Ghose
	 	 	Director
	 	 	 
	 	/s/ Maura Brennan
	 	Secretary
	 	 
	 	Authorised Signatory
	 	 	on behalf of Arevalo Limited


 




    	 



    	 



    

  


	PRESENT when the Common Seal of	 	 
	JAWLEY LIMITED	 	 
	was affixed hereto	 	 
	and this DEED has been DELIVERED:	 	 
	 	 	/s/ Catherine Ghose
	 	 	Director
	 	 	 
	 	/s/ Maura Brennan
	 	Secretary
	 	 
	 	Authorised Signatory
	 	on behalf of Arevalo Limited
	 	 	 
	 	 	 
	PRESENT when the Common Seal of	 	 
	STAINCROSS LIMITED	 	 
	was affixed hereto	 	 
	and this DEED has been DELIVERED:	 	 
	 	 	/s/ Catherine Ghose
	 	 	Director
	 	 	 
	 	/s/ Maura Brennan
	 	Secretary
	 	 
	 	Authorised Signatory
	 	on behalf of Arevalo Limited
	 	 	 
	 	 	 
	PRESENT when the Common Seal of	 	 
	ARNSBERG INVESTMENT COMPANY	 	 
	was affixed hereto	 	 
	and this DEED has been DELIVERED:	 	 
	 	 	/s/ Catherine Ghose
	 	 	Director
	 	 	 
	 	/s/ Maura Brennan
	 	Secretary
	 	 
	 	Authorised Signatory
	 	on behalf of Arevalo Limited


 




    	 



    	 



    

  


	PRESENT when the Common Seal of 	 	 
	BALKAN INVESTMENT COMPANY	 	 
	was affixed hereto	 	 
	and this DEED has been DELIVERED:	 	 
	 	 	/s/ Catherine Ghose
	 	 	Director
	 	 	 
	 	 	/s/ Maura Brennan
	 	Secretary
	 	 
	 	Authorised Signatory 
	 	on behalf of Arevalo Limited