interests granted pursuant to this Copyright
Security Agreement are granted in conjunction with the Liens and security
interests granted to the Collateral Agent, on behalf of itself and the Secured
Parties, pursuant to the Security Agreement. The Grantors hereby acknowledge and
affirm that the rights and remedies of the Collateral Agent with respect to the
security interest and Lien in the Copyright Collateral made and granted hereby
are more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein. In the
event of a conflict, the Security Agreement shall control.
3
ARTICLE VI. RECORDATION.
Each Grantor authorizes and requests that the Register of Copyrights and any
other applicable government officer record this Copyright Security Agreement.
ARTICLE VII. GOVERNING LAW; WAIVER OF JURY TRIAL; SUBMISSION TO JURISDICTION;
VENUE.
UNLESS OTHERWISE PROVIDED IN ANY CREDIT DOCUMENT, THIS COPYRIGHT SECURITY
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAW RULES (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE
PROVISIONS OF THE SECURITY AGREEMENT RELATING TO WAIVER OF JURY TRIAL, CONSENT
TO JURISDICTION, VENUE AND ARBITRATION ARE HEREBY INCORPORATED BY REFERENCE
HEREIN, MUTATIS MUTANDIS.
[signature page follows]
4
IN WITNESS WHEREOF, the Grantors have caused a counterpart of this Copyright
Security Agreement to be duly executed and delivered as of the date first above
written.
GRANTORS:
CHIQUITA BRANDS L.L.C., as a Grantor
By:
Name:
Its:
CHIQUITA BRANDS INTERNATIONAL, INC.,
as a Grantor
By:
Name:
Its:
TRANSFRESH CORPORATION, as a Grantor By:
Name:
Its:
ACCEPTED AND ACKNOWLEDGED BY:
COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH, as Collateral Agent
By:
Name:
Title:
By:
Name:
Title:
SCHEDULE I
TO
COPYRIGHT SECURITY AGREEMENT
Chiquita Brands International, Inc.
Chiquita Brands L.L.C.
TransFRESH Corporation
EXHIBIT N
[FORM OF] PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT (this "Patent Security Agreement") is entered
into as of March 31, 2008 among CHIQUITA BRANDS L.L.C., a Delaware limited
liability company (the "Company"), each other Person (as defined in the Security
Agreement as defined below) which is listed on Schedule I as a grantor
(hereinafter the Company and such other Persons are collectively referred to as
the "Grantors" or individually referred to as a "Grantor") and COÖPERATIEVE
CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
("Rabobank"), in its capacity as collateral agent (in such capacity, the
"Collateral Agent") for itself and the other Secured Parties (as defined in the
Credit Agreement as defined below).
RECITALS
A. Pursuant to that certain Credit Agreement dated as of even date herewith (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement") among the Company, Chiquita Brands International, Inc., a
New Jersey corporation ("CBII"), each of the Lenders party thereto from time to
time, Rabobank, as Administrative Agent (in such capacity, the "Administrative
Agent"), as Swing Line Lender, and as