RECORDATION.
Each Grantor authorizes and requests that the Commissioner for Trademarks and
any other applicable government officer, worldwide, record this Trademark
Security Agreement.
ARTICLE VII. GOVERNING LAW; WAIVER OF JURY TRIAL; SUBMISSION TO JURISDICTION;
VENUE.
UNLESS OTHERWISE PROVIDED IN ANY CREDIT DOCUMENT, THIS TRADEMARK 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 Trademark
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:
FRESH EXPRESS INCORPORATED, as a Grantor By:
Name:
Its:
FRESH INTERNATIONAL CORP., as a Grantor By:
Name:
Its:
GREAT WHITE FLEET LTD., as a Grantor By:
Name:
Its:
TRANSFRESH CORPORATION, as a Grantor By:
Name:
Its:
VERDELLI FARMS, INC., 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
TRADEMARK SECURITY AGREEMENT
Chiquita Brands L.L.C.
Fresh Express Incorporated
Fresh International Corp.
Great White Fleet Ltd.
TransFRESH Corporation
Verdelli Farms, Inc.
EXHIBIT P
[FORM OF] JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this "Joinder Agreement"), dated as of
, 20
, is by and between
, a
(the
"Applicant"), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH ("Rabobank"), in its capacity as
administrative agent (the "Administrative Agent") under that certain Credit
Agreement (as the same may be amended and modified, the "Credit Agreement")
dated as of March 31, 2008 by and among Chiquita Brands L.L.C., a Delaware
limited liability company ("Chiquita"), Chiquita Brands International, Inc., a
New Jersey corporation ("CBII"), the Lenders party thereto, and the other Person
party thereto. Any capitalized terms used herein but not defined herein shall
have the meanings ascribed to such terms in the Credit Agreement or the
applicable Security Documents.
The Applicant has indicated its desire to become a party to that certain
[Reference appropriate Security Documents and/or Guarantee Agreements].
Accordingly the Applicant hereby agrees as follows with the Administrative
Agent, for the benefit of itself and the other Secured Parties:
1. The Applicant hereby acknowledges, agrees and confirms that, by its execution
of this Joinder Agreement, the Applicant will be deemed to be a party to the
[Reference appropriate Security Documents and/or Guarantee Agreements] and a
[Guarantor] [Obligor] [Grantor] [or] [Pledgor] for all purposes of the
[Reference appropriate Security Documents and/or Guarantee Agreements], and
shall have all of the obligations of a [Guarantor] [Obligor] [Grantor] [or]
[Pledgor] thereunder as if it had executed the [Reference appropriate Security
Documents and/or Guarantee Agreements]. The Applicant hereby ratifies, as of the