On June 26, 2012, Chiquita Brands International, Inc. (the "Company") and Chiquita Brands L.L.C. ("CBL"), its main operating subsidiary, entered into a Second Amendment to the Amended and Restated Credit Agreement dated as of July 26, 2011 (as amended, the Credit Facility") with a syndicate of bank lenders, led by Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A., "Rabobank Nederland," New York Branch ("Rabobank") acting as administrative agent. As previously announced, the Company sought this amendment to provide the appropriate level of flexibility to execute the Company's strategy and absorb the current volatility inherent in its business.

The amended Credit Facility maintains the $330 million senior secured term loan ("Term Loan") and a $150 million senior secured revolving facility ("Revolver"), both maturing on July 26, 2016 (May 1, 2014, if the Company does not repay, refinance or otherwise extend the maturity of its 7½% Senior Notes due 2014 by such date).

For the period during which the CBL leverage ratio is greater than 3.50 to 1.0 or the fixed charge coverage ratio (as such ratios are defined in the Credit Facility) is less than 1.15 to 1.0 (the "Covenant Amendment Period"): (a) the Term Loan and Revolver bear interest, at CBL's election, at a rate of LIBOR plus 4.75% or the Base Rate plus 3.75%; (b) the letter of credit fee is 4.75%; and
(c) the commitment fee on the daily unused portions of the Revolver is 0.75%.

During the Covenant Amendment Period, the two financial maintenance covenants are as follows:

              Period(s) Ending                CBL Leverage Ratio no higher than:
Fiscal quarters ending on or about                       6.50 to 1.0
6/30/2012 - 12/31/2012
Fiscal quarter ending on or about 3/31/2013              5.75 to 1.0
Fiscal quarter ending on or about 6/30/2013              4.50 to 1.0
Fiscal quarter ending on or about 9/30/2013              4.00 to 1.0
Fiscal quarter ending on or about                        3.50 to 1.0
12/31/2013 and the end of any fiscal quarter
ended thereafter



              Period(s) Ending               Fixed Charge Coverage Ratio at least:
Fiscal quarters ending on or about                        1.00 to 1.0
6/30/2012 - 6/30/2013
Fiscal quarter ending on or about                         1.15 to 1.0
9/30/2013 and the end of any fiscal quarter
ended thereafter

When the Covenant Amendment Period ends after the quarter ending September 30, 2013, unless elected earlier by CBL, the covenants revert to the prior leverage ratio that is no higher than 3.50 to 1.0 and a fixed charge coverage ratio that is least 1.15 to 1.0. CBL may elect to terminate the Covenant Amendment Period at any time after demonstrating its ability to be in compliance with the financial covenants prior to the amendment.
During the Covenant Amendment Period, the limits on capital expenditures are $125 million for fiscal year 2012, $85 million for fiscal year 2013, returning to $150 million per year thereafter, plus carryovers from the prior year. In addition, during the Covenant Amendment Period, CBL must have available liquidity (as defined in the amendment) of $50 million and is subject to further limits on prepaying other debt, making acquisitions, investments, and distributions.
From time to time, some of the lenders and their affiliates have provided, and may in the future provide, investment banking and commercial banking services and general financing and other services to the Company for which they have in the past received, and may in the future receive, customary fees. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

10.1   Second Amendment to Amended and Restated Credit Agreement and Consent
       dated as of June 26, 2012 among Chiquita Brands International, Inc.,
       Chiquita Brands L.L.C., certain financial institutions as lenders, and
       Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
       Nederland," New York Branch, as administrative agent.