will ~md d [ti d vessel bunkering d vessel oily...

Exhibit 5

An application will not be deemed completed and proc<'ssed until all requh·ed dor.umcnts ~md fees arc received. A separate application must be filed for each type of franchise Applicant wishes to apply for.

CHECK ONE D STEAMSIIJP AGENT D STEVEDORE

[TI CARGO HANDLER D TUGBOAT & TOWING

D VESSEL BUNKERING D VESSEL OILY WASTE REMOVAL

D VESSEL SANITARY WASTE WATER REMOVAL

Note: Applicant is defined as the le.gal <'.ntity applying for the ft·anehise. All information contained in this application shall apr>ly only to the. Applicant, not to any parent, affiliate, or subsidiary entities.

Applicant's Name Chiquita Fresh North America L.L.C.

~~~~----~~~~--~-(Name as it appears on the certificate ofincorporation, charter, by-laws, or other official document)

Applicant's Business Addrcss~.:O. Box 22817, Fort Lauderdale, Florida 33335 Number I Street City/State/Zip

Phone# (228 ) 867-1252 ___ E-mail address tcaranna @ chiguita.com

Fax#: (513 )_~4-2~61

Name of the person authorized to bind the Applicant (This person's signature must appear on 0.)

Name ___ Joseph B. Johnson

Title ~ice President, COntroller and Treasurer

Business Address 550 South Caldwell Street, Charlotte, North Carolina 28202 Number I Street City/Statc!Zip

Phone # ( 980) 636-5044 -------- E-mail address bnewton @ chiq~ita.com

Fax II: ( 980) __ .=.63=6,_-5=6=0=0 ___ _

Provide the Name and Contact lnfotmation of Applicant's Representative to whom questions about this application are to be directed: (if different from the person authorized to bind the Applicant)

Representative's Name_T_o_n_:y:._C_a_ra_n_n_a _____________________ _

Representative's Title __ tv1_a_11ag~~~-Gulf Operatio:..:.nc..:s ______________ _

Representative's Business Address 30th Ave & Highway 90, Gulfport, MS 39501 Number I Street City/State/Zip

Representative's Phone# (228 ) ___ 8_6_7_-_1_25_2 ______ __

Representative's E-mail address tc.c.a..cra:.cn..:.n..:.a_. _____ @~jguita.com

Representative's Fax II: ( 513 ) ____ 5_6_4_-2_5_6_1 ______ _

1

PLEASE COMPLETE THIS APPLICATION AND LABEL ALL REQUIRED BACKUP DOCUMENTATION

TO CLEARLY IDENTIFY THE SECTION OF THE APPLICATION TO WHICH THE DOCUMENTATION

APPLIES (I.E .. , SECTION A, B, C, etc.).

Section A I. List the name(s) of Applicant's officers including CEO, COO, CFO, director(s), member(s),

partner(s), shareholder(s), principal(s), employee(s), agents, and local representative(s) active in the management of the Applicant.

Officers: Title See Attachment A-1 First Name _____________ Middle Name __________ _ Last Name

--~~-----------------

Business Street Address _______________________ _ City, State, Zip Code _______________________ _ Phone Number L__)__________ Fax Number L__) ______ _ Email Address ___________ @, __________ .

Title-:-:---------------------------:-:-:--:-::----:-:---------First Name _____________ Middle Name __________ _

LastName_~~~---------Business Street Address _______________________ _ City, State, Zip Code _______________________ _ Phone Number L__) Fax Number L__) ______ _ Email Address ------------::@==----------

Title _______________ --,-______ __ First Name _____________ Middle Name __________ __

Last Name -------:----:-c,----------------Business Street Address _______________________ _

City, State, Zip Code-----------=-------=--=----,-----------Phone Number L__) _________ --=-- Fax Number L__) _______ _ Email Address ___________ ,@ _________ _

Title.-:-:------------------::~~--::-c------First Name _____________ Middle Name __________ __ Last Name __ --,-_________ _ Business Street Address _______________________ _

City, State, Zip Code-----------=------=--=----:---:----:--------Phone Number L__) ________ -------==-- Fax Number L__) ____________ _ Email Address ___________ @ __________ .

Attach additional sheets if necessary.

2. RESUMES: Provide a resume for each officer, director, member, partner, shareholder, principal, employee, agent, and local representative(s) active in the management of the Applicant, as listed above. See Attachment A-2

2

Section B 1. Place checkmark to describe the Applicant:

( ) Sole Proprietorship ( ) Corporation ( ) Partnership ( ) Joint Venture (X) Limited Liability Company

2. Provide copies of the documents filed at the time the Applicant was formed including Articles of Incorporation (if a corporation); Articles of Organization (if an LLC); or Certificate of Limited Partnership or Limited Liability Limited Partnership (if a partnership). If the Applicant was not formed in the State of Florida, provide a copy of the documents demonstrating that the Applicant is authorized to conduct business in the State of Florida. See Attachment B-1

Section C l. Has there been any change in the ownership of the Applicant within the last five (5) years? (e.g.,

any transfer of interest to another party) Yes_ No X If "Yes," please provide details in the space provided. Attach additional sheets if necessary.

2. Has there been any name change of the Applicant or has the Applicant operated under a different name within the last five (5) years? Yes_ Nol5.._ If "Yes," please provide details in the space provided, including: Prior name(s) and Date of name change(s) filed with the State of Florida's Division of Corporations or other applicable state agency. Attach additional sheets if necessary.

3. Has there been any change in the officers, directors, executives, partners, shareholders, or members of the Applicant within the past five (5) years? Yes_L No_ If"Yes," please provide details in the space provided, including: Prior officers, directors, executives, partners, shareholders, members Name(s) See Attachment C-1 New officers, directors, executives, partners, shareholders, members Name(s) See Attachment C-2 Also supply documentation evidencing the changes including resolution or minutes appointing new officers, list of new principals with titles and contact information, and effective date of changes. Attach additional sheets if necessary. See Attachment C-3

Section D Provide copies of all fictitious name registrations filed by the Applicant with the State of Florida's Division of Corporations or other State agencies. If none, indicate "None" None .

3

Section E I. Has the Applicant acquired another business entity within the last five (5) years?

Yes_ No_)(_ If "Yes," please provide the full legal name of any business entity which the Applicant acquired during the last five (5) years which engaged in a similar business activity as the business activity which is the subject of this Port Everglades Franchise Application. If none, indicate "None" None .

2. Indicate in the space provided the date of the acquisition and whether the acquisition was by a stock purchase or asset purchase and whether the Applicant herein is relying on the background and history of the acquired firm's officers, managers, employees and/or the acquired firm's business reputation in the industry to describe the Applicant's experience or previous business history. Attach additional sheets if necessary.

3. Has the Applicant been acquired by another business entity within the last five (5) years? Yes_ No~ If "Yes," provide the full legal name of any business entity which acquired the Applicant during the last five (5) years which engaged in a similar business activity as the business activity which is the subject of this Port Everglades Franchise Application. If none, indicate "None" None

4. Indicate in the space provided the date of the acquisition and whether the acquisition was by a stock purchase or asset purchase and whether the Applicant herein is relying on the background and history of the parent firm's officers, managers, employees and/or the parent firm's business reputation in the industry to describe the Applicant's experience or previous business history. Attach additional sheets if necessary.

Section F Provide the Applicant's previous business history, including length of time in the same or similar business activities as planned at Port Everglades. Chiquita has performed cargo handling services for its import of fresh fruit and vegetables since formation of the company, which is excess of 100 years.

(Also see attached Section F) Section G I. Provide a list of the Applicant's

superintendents, and forepersons. current managerial employees, including supervisors,

2. List the previous work history/experience of the Applicant's current managerial employees, including their active involvement in seaports and length oftime in the same or similar business activities as planned at Port Everglades.

4

Section H List all seaports, including Port Everglades (if application is for renewal), where the Applicant is currently performing the services/operation which is the subject of this Franchise application. Use this form for each seaport listed. Photocopy additional pages as needed (one page for each seaport listed).

If none, state "None" _______ _

Seaport Port Everglades Number of Years Operating at this Seaport __:9 __

List below all of the Applicant's Clients for which it provides services at the seaport listed above.

Number of Years Applicant has Provided cr 1entName (C ) ompanyJ erv1ces tot IS 1ent s · h. cr

Chiquita Brands International, Inc. and its subsidiaries and affiliates 9

5



Seaport Port Hueneme California Number of Years Operating at this Seaport --=:9 __


Number of Years Applicant has Provided cr N 1ent arne (C ) ompany, erv1ces to t 1s 1ent s h. cr

Chiquita Brands International. Inc. and its subsidiaries and affiliates 9

5


If none, state "None" ------

Seaport Port of Gulfport Number of Years Operating at this Seaport _4_0 __


Number of Years Applicant has Provided cr N 1ent arne (C ) ompanyJ erv1ces to t IS 1ent s · h. cr

Chiquita Brands International. Inc. and its 40 subsidiaries and affiliates

5



Seaport Port of Freeport Number of Years Operating at this Seaport ..:.15.:....__


Number of Years Applicant has Provided cr N 1ent arne (C ) ompanyJ erv1ces to t IS Ient s h' cr

Chiquita Brands International, Inc. and its subsidiaries and affiliates 15

5



Seaport Port of Wilmington Number of Years Operating at this Seaport _2_4 __


Number of Years Applicant has Provided cr N Ient a me (C ) ompany, erv1ces o IS Ient s · t th. cr

Chiquita Brands International. Inc. and its subsidiaries and affiliates 24

5

Section I I. Provide a description of all past (within the last five (5) years) and pending litigation and legal

claims where the Applicant is a named party, whether in the State of Florida or in another jurisdiction, involving allegations that Applicant has violated or otherwise failed to comply with environmental laws, rules, or regulations or committed a public entity crime as defined by Chapter 287, Florida Statutes, or theft-related crime such as fraud, bribery, smuggling, embezzlement or misappropriation of funds or acts of moral turpitude, meaning conduct or acts that tend to degrade persons in society or ridicule public morals.

The description must include all of the following: a) The case title and docket number b) The name and location of the court before which it is pending or was heard c) The identification of all parties to the litigation d) General nature of all claims being made If none, indicate "None" None

~-=-'-"------

2. Indicate whether in the last five (5) years the Applicant or an officer, director, executive, partner, or a shareholder, employee or agent who is or was (during the time period in which the illegal conduct or activity took place) active in the management of the Applicant was charged, indicted, found guilty or convicted of illegal conduct or activity (with or without an adjudication of guilt) as a result of a jury verdict, non jury trial, entry of a plea of guilty or nolo contendere where the illegal conduct or activity (I) is considered to be a public entity crime as defined by Chapter 287, Florida Statutes, as amended from time to time, or (2) is customarily considered to be a white-collar crime or theft-related crime such as fraud, smuggling, bribery, embezzlement, or misappropriation of funds, etc. or (3) results in a felony conviction where the crime is directly related to the business activities for which the franchise is sought.

Yes No X

If you responded "Yes," please provide all of the following information for each indictment, charge, or conviction: a) A description of the case style and docket number b) The nature of the charge or indictment c) Date of the charge or indictment d) Location of the court before which the proceeding is pending or was heard e) The disposition (e.g., convicted, acquitted, dismissed, etc.) f) Any sentence imposed g) Any evidence which the County (in its discretion) may determine that the Applicant and/or

person found guilty or convicted of illegal conduct or activity has conducted itself, himself or herself in a manner as to warrant the granting or renewal of the franchise.

Section J The Applicant must provide a current certificate(s) of insurance. Franchise insurance requirements are determined by Broward County's Risk Management Division and are contained in the Port Everglades Tariff No. 12 as amended, revised or reissued from time to time. The Port Everglades Tariff is contained in the Broward County Administrative Code, Chapter 42, and is available for inspection on line at: http//:www:broward.org/port/tariff. See Attachment J-1

6

''Applicant's financial statements are consolidated with its parent company, Chiquita Brands Section K International, Inc. I. The Applicant must provtae 1ts most recent audited or reviewed financial statements prepared in

accordance with generally accepted accounting principles, or other documents and information which demonstrate the Applicant's creditworthiness, financial responsibility, and resources, which the Port will consider in evaluating the Applicant's financial responsibility.

2. Has the Applicant or entity acquired by Applicant (discussed in Section E herein) sought relief under any provision of the Federal Bankruptcy Code or under any state insolvency law filed by or against it within the last five (5) year period? Yes No X

If "Yes," please provide the following information for each bankruptcy or insolvency proceeding: a) Date petition was filed or relief sought b) Title of case and docket number c) Name and address of court or agency d) Nature of judgment or relief e) Date entered

3. Has any receiver, fiscal agent, trustee, reorganization trustee, or similar officer been appointed in the last five (5) year period by a court for the business or property of the Applicant? Yes No X If "Yes," please provide the following information for each appointment: a) Name of person appointed b) Date appointed c) Name and address of court d) Reason for appointment

4. Has any receiver, fiscal agent, trustee, reorganization trustee, or similar officer been appointed in the last five (5) year period by a court for any entity, business, or property acquired by the Applicant? Yes NoX ~ ~

If "Yes," please provide the following information for each appointment: a) Name of person appointed b) Date appointed c) Name and address of court d) Reason for appointment

Section L List four (4) credit references for the Applicant, one of which must be a bank. Use this format: Name of Reference Nature of Business _______ _ Contact Name Title ________ _ Legal Business Street Address ______________________ _

City, State, Zip Code------------------------PhoneNumberl_j _______ _ (Provide on a separate sheet.)

See Attachment L-1

7

Section M I. Security: Pursuant to Port Everglades Tariff 12, Item 960, all Franchisees are required to furnish

an Indemnity and Payment Bond or Irrevocable Letter of Credit drawn on a U.S. bank in a format and an amount not less than $20,000 as required by Broward County Port Everglades Department.

2. Has the Applicant been denied a bond or letter of credit within the past five (5) years? Yes No X If "Yes," please provide a summary explanation in the space provided of why the Applicant was denied. Use additional sheets if necessary.

Section N I. Provide a list and description of all equipment currently owned and/or leased by the Applicant

and intended to be used by the Applicant for the type of service(s) intended to be performed at Port Everglades including the age, type of equipment and model number. Chassis and generator sets to move the containers of product to our customers

2. Identify the type of fuel used for each piece of equipment. Diesel fuel

3. Indicate which equipment, if any, is to be domiciled at Port Everglades. All equipment will be domiciled at Port Everglades

4. Will all equipment operators be employees of the Applicant, on the payroll of the Applicant, with wages, taxes, benefits, and insurance paid by the Applicant?

Yes X No

If "No," please explain in the space provided who will operate the equipment and pay wages, taxes, benefits, and insurance, if the franchise is granted. Use additional sheets if necessary.

Section 0 Provide a copy of the Occupational License).

Applicant's current Broward County Business Tax Receipt (formerly

See Attachment 0-1

Section P I. Provide a copy of Applicant's safety program. 2. Provide a copy of Applicant's substance abuse policy. 3. Provide a copy of Applicant's employee job training program/policy. 4. Provide information regarding frequency of training. 5. Include equipment operator certificates, if any.

See Attachment P-1

8

Section Q

I. Has the Applicant received within the past five (5) years or does the Applicant have pending any citations, notices of violations, warning notices, or fines from any federal, state, or local environmental regulatory agencies? Yes No X

2. Has the Applicant received within the past five (5) years or does the Applicant have pending any citations, notices of violations, warning notices, or civil penalties from the U.S. Coast Guard? Yes No X

3. Has the Applicant received within the past five (5) years or does the Applicant have pending any citations, notices of violations, warning notices, or fines from the Occupational Safety and Health Administration? Yes No X

If you responded "Yes" to any ofthis section's questions I, 2, or 3 above, please provide a detailed summary for each question containing the following information: a) Name and address of the agency issuing the citation or notice b) Date of the notice c) Nature of the violation d) Copies of the infraction notice(s) from the agency e) Disposition of case f) Amount of fines, if any g) Corrective action taken Attach copies of all citations, notices of violations, warning notices, civil penalties and fines issued by local, state, and federal regulatory agencies, all related correspondence, and proof of payment of fines.

4. Provide a statement (and/or documentation) which describes the Applicant's commitment to environmental protection, environmental maintenance, and environmental enhancement in the Port. See Attachment Q-4

Section R Provide written evidence of Applicant's ability to promote and develop growth in the business activities, projects or facilities of Port Everglades through its provision of the services (i.e., stevedore, cargo handler or steamship agent) it seeks to perform at Port Everglades. For first-time applicants (stevedore, cargo handler and steamship agent), the written evidence must demonstrate Applicant's ability to attract and retain new business such that, Broward County may determine in its discretion that the franchise is in the best interests of the operation and promotion of the port and harbor facilities. The term "new business" is defined in Chapter 32, Part II of the Broward County Administrative Code as may be amended from time to time.

Applicant is promoting its backhaul cargo business with its south bound containers leaving Port Everglades. Backhaul business has increased approximately 25% over the past 5 years. These activities have required and will continue to require additional staffing and activity at the Port. Additionally, Applicant participates in charitable and educational opportunities and promotion of Chiquita "Live Chiquita" initiative for healthy snacking within the community.

9

By signing and submitting this application, Applicant certifies that it has read and understands the governing rules and regulations for a franchise as provided in Chapter 32, Part II, of the Broward County Administrative Code as amended. For additional infonnation, vis it: http://www.municode.com/resources/gateway.asp?pid= 13528&sid=9.

By signing and submitting this application, Applicant certifies that all information provided in this application is true and correct and further, understands that providing false or misleadmg information on this application may result in the franchise application being denied, or in instances of renewal, a franchise revoked. Applicant hereby waives any and all claims for any damages resulting to the Applicant from any disclosure or publication in any manner of any material or information acquired by Broward County during the franchise application process or during any inquiries, investigations, or public hearings.

The individual executing this application personally warrants that s/he has the full binding authority to execute this application on behalf of the Applicant. Applicant further understands that if there are any changes to the information provided herein (subsequent to this application submission) and/or to its officers, directors, senior management personnel and/or in its business operation as stated in this application, Applicant agrees to provide such updated information to the Port Everglades Department of Broward County including the furnishing of the names, addresses (and other information as required above) with respect to persons becoming associated with Applicant after its franchise application is submitted and any other required documentation requested by Port Everglades Department staff as relating to the changes in the bus mess operation. This information must be submitted within ten ( l 0) calendar days from the date of any change made by the Applicant.

Applicant certifies that all workers performing functions for Applicant who are su~ject to the Longshore and Harbor Workers' Act are covered by Longshore and Harbor Workers' Act, Jones Act Insurance, as required by federal law.

By signing and submitting this application, Applicant authorizes the Port Everglades Department of Broward County to make any inquiry or investigation it deems appropriate to verify or augment the information contained in this application, and authorizes others to release to the Port Everglades Department of Broward County any and all information sought in such inquiry. Applicant further understands that under the Jaws of the State of Florida, this application is subject to the Florida Public Records Act (Chapter 119, Florida Statutes as may be amended.

·~~~~::;z:::=-+~~=--====---- Date Signed ::S 41 <( 1 2- 015 printed Joseph B. Johnson, Vice President, Controller a nd

,~::~asyre~ ' Witness Signature (*Required*) __ £;..,~~~~-=->o""-""'L-I.--6'A--'-'I:-~.c.L ..... f<-=~=::=:..:"""'"".c..A"'"---4G~ ... ~~o,..----

Witness name-typed or printed ~j e ~ L I ~re ' '...s

Witness Signature (*Required*) 7£(~.-~~,:-· 1~~4-"'-''16~-li---------Witness name-typed or printed k(;.(i(,\ 1"" ~ - tiAvt-rr-~ If a franchise is granted, all official notices/correspondence should be sf nt to:

Name Brian Newton Title Director , Corporate Service s -----------------

Address 550 South Ca ldwell Street , CharlotpwdneN~202 ( (980) 636-5044

10

If you have checked an Applicant box for VESSEL BUNKERING, OR VESSEL OILY WASTE REMOVAL, OR VESSEL SANITARY WASTE WATER REMOVAL, then the following additional information is required:

D VESSEL BUNKERING

Section T- A Letter of Adequacy from the U.S. Coast Guard and a copy of the applicant's operations manual approved by the U.S. Coast Guard. Section V- A copy of the applicant's Oil Spill Contingency Plan for Marine Transportation Related Facilities approved by the U.S. Coast Guard. Section W- A Terminal Facility Discharge Prevention and Response Certificate with a copy of an approved Oil Spill Contingency Plan from the Florida Dept. of Environmental Protection. Section Z- An approved Discharge Cleanup Organization Certificate from the Florida Dept. of Environmental Protection which has been issued to the applicant or to its cleanup contractor with a copy of the cleanup contract showing the expiration date.

D VESSEL OILY WASTE REMOVAL

Section S- Certificate of Adequacy in compliance with the Directives ofMARPOL 73/75 and 33 CFR 158, if applicable. Section T- A Letter of Adequacy from the U.S. Coast Guard and a copy of the Applicant's operations manual approved by the U.S. Coast Guard. Section U- A Waste Transporter License from the Broward County Environmental Protection Department identifYing the nature of the discarded hazardous (or non-hazardous) material to be transported. Section V- A copy of the Applicant's Oil Spill Contingency Plan for Marine Transportation Related Facilities approved by the U.S. Coast Guard. Section W- A Terminal Facility Discharge Prevention and Response Certificate with a copy of an approved Oil Spill Contingency Plan from the Florida Dept. of Environmental Protection. Section X- A Used Oil Collector, Transporter, and Recycler Certificate from the Florida Dept. of Environmental Protection. Section Y- An Identification Certificate from the U.S. Environmental Protection Agency. Section Z- An approved Discharge Cleanup Organization Certificate from the Florida Dept. of Environmental Protection which has been issued to the Applicant or to its cleanup contractor with a copy of the cleanup contract showing the expiration date.

D VESSELSANITARYWASTEWATERREMOVAL

Section U- A Waste Transporter License from the Broward County Environmental Protection Department identifying the nature of the discarded hazardous (or non-hazardous) material to be transported. Section Zl- A copy of the Applicant's operations manual. Section Z2- A Septage Receiving Facility Waste Hauler Discharge Permit from the Broward County Water and Wastewater Services Operations Division.

11

Title: First Name: Middle Name: Last Name: Business Street Address: City, State, Zip Code: Phone Number: Fax Number: Email Address:




Attachment A-1

President R. Christopher Dugan 550 South Caldwell Street Charlotte, North Carolina 28282 (980) 636-5472 (980) 636-5600 [email protected]

Vice President Kevin R. Holland 550 South Caldwell Street Charlotte, North Carolina 28282 (980) 636-5579 (980) 636-5600 [email protected]

Vice President Robert M. Stallman 550 South Caldwell Street Charlotte, North Carolina 28282 (980) 636-5155 (980) 636-5600 [email protected]

Vice President, Controller and Treasurer Joseph B. Johnson 550 South Caldwell Street Charlotte, North Carolina 28282 (980) 636-5194 (980) 636-5600 [email protected]

Section A.1





Vice President Juan Alberto Rivera 550 South Caldwell Street Charlotte, North Carolina 28282 (980) 636-5359 (980) 636-5600 [email protected]

Vice President Brian w. Kocher 550 South Caldwell Street Charlotte, North Carolina 28282 (980) 636-5573 (980) 636-5600 [email protected]

Vice President D. Dever! Maserang II 550 South Caldwell Street Charlotte, North Carolina 28282 (980) 636-5572 (513) 564-2546 [email protected]

Vice President, General Counsel and Secretary James E. Thompson 550 South Caldwell Street Charlotte, North Carolina 28282 (980) 636-5571 (980) 636-5600 [email protected]



Senior Director, Agricultural Operations Loren

Hughes 550 South Caldwell Street (not sure) Charlotte, North Carolina 28282

(980) 636-5600 [email protected]

Assistant Secretary Barbara M. Howland 550 South Caldwell Street Charlotte, North Carolina 28282 (980) 636-5167 (980) 636-5600 [email protected]

Attachment A-2

Christopher Dugan Vice President, Sales

Section A.2

Joined Chiquita on August 19, 1996. Assumed current in July 2012. Reports to Ed Lonergan.

Chiquita Experience Director National, Accounts, 2003 - 2006 Regional Sales Manager, 2002 - 2003 Business Development Manager, Team Leader NE, 2000- 2002 Business Development Manager, 2000

Previous Experience • Nabisco

Manager Customer Sales- National Drug Accounts, 1996 - 2000 Key Account Manager, 1 994 - 1 996

Retail Sales Supervisor, 1 993 - 1 994 Sales Representative, 1 991 - 1 993

Education Bachelor of Science, Finance Providence College

Master in Business Administration Clark University

Kevin Holland Senior Vice President & Chief People Officer

Joined Chiquita on October 10, 2005. Reports to Ed Lonergan

Chiquita Experience Senior Vice President & Chief People Officer

Previous Experience • Coors Brewing Company, Golden, Colorado, 2003- 2005

Chief People Officer

• Fed Ex Kinko's Office & Print Center Vice President of Human Resources, Dallas, Texas, 1999- 2003 Director of Human Resources, Denver, Colorado, 1999

• Gateway, Inc., North Sioux City, South Dakota Director of Human Resources, Consumer Division, 1997 - 1999 Manager of Human Resources, 1997

• Abbott Laboratories, Inc., Abbot Park, Illinois Human Resources Manager, 1996 - 1997 Human Resources Specialist, 1993 - 1996 Manufacturing Production SupeNisor, Rocky Mount, NC, 1991 -1993

• Frito-Lay Company, Frankfort, Indiana, 1989- 1991 Production and Maintenance Supervisor

Education Bachelors of Science, Economics University of Rhode Island

Bob Stallman Director, GM Salads

Joined Chiquita on January 22, 2010. Reports to Ed Lonegran.

Chiquita Experience Director of Marketing

Previous Experience • P&G, 1999-2010

Bounce Brand Manager, 2005-2010 Marketing Manager, Wai-Mart, 2003 - 2005 Assistant Brand Manager, 0/ay, 1999- 2002

Education Bachelor of Science, Chemical Engineering University of Notre Dame

MBA University of Notre Dame

Joe Johnson Vice President, Controller and Chief Accounting Officer

Joined Chiquita on May 14, 2012. Reports to Brian Kocher.

Chiquita Experience Vice President, Controller and Chief Accounting Officer

Previous Experience • Resolute Forest Products, 2001-2011

Senior Vice President, Finance and Chief Accounting Officer

• Ernst & Young LLP, 1987-2001 Audit and Advisory Senior Manager

Education Bachelor of Business Administration- Accounting University of North Florida

Certified Public Accountant, Chartered Global Management Accountant

Juan Rivera Vice President, Audit

Joined Chiquita on June 4, 1989. Assumed current position on November 23, 2009. Reports to Brian Kocher.

Chiquita Experience Controller

Previous Experience • Zacks Investment Research, 1988-1989

Research Associate • Center for Management, 1988 - 1999

Program Coordinator Assistant • KPMG-PEAT Marwick Main & Co, 1988

Auditing Assistant Intern • Coca-Cola Bottling Corp, 1988

Seasonal Accounting Intern • Walker Research, Inc., 1987

Bilingual Investigator Specialist

Education Bachelor of Science, Business Administration, Finance & Accounting Xavier University

Brian Kocher, CPA coo

Joined Chiquita on March 1, 2005. Assumed current position in November 2012. Reports to Ed Lonergan.

Chiquita Experience Vice President & Controller, 2005 Vice President, Finance, 2005 President, North America, 2007 President, EME, 2011 CFO, 2012

Previous Experience • Hill-Rom, INC., 2002-2005

Integration Leader Vice President National Accounts Executive Director of Commercial Finance

• GE Capital, 1999-2002 Global Controller, Global Consumer Finance Global Controller, Information Technology Solutions

• Conxus Communications, 1995- 1999 Vice President of Finance and Administration

• USA Mobile Communications, Inc. II., 1993-1995 Controller

• Price Waterhouse, LLP, 1991- 1993 Senior Auditor

Education Bachelor of Science, Business Administration (Accounting) Ohio University

Deverl Maserang Senior Vice President, Global Product Supply

Joined Chiquita on August 19, 2003. Reports to Ed Lonergan.

Chiquita Experience Vice President Supply Chain, North America Senior Vice President, Product Supply

Professional Experience • Independent Consultant

Managing Partner, focus in supply chain management - 2003

• Advo Care, 2003 Interim COO

• Peak Management Group, 2002 - 2003 Managing Partner, Executive consulting with focus in supply chain management

• Freedom Pay, 2001 -2002 VP of Logistics & Operations

• Installation Included, 2000-2001 SVP of Logistics & Operations

• Pepsi Bottling Group, 1997-2000 Director, Routing & Logistics

• UPS, 1987-1997 Southwest Regional/Group Manager

Education Bachelor of Science, IE Texas Tech

James Thompson SVP, General Counsel & Secretary

Joined Chiquita on April 10, 2006. Assumed current position on July 1, 2006. Reports to Ed Lonergan.

Chiquita Experience Senior Vice President Chief Compliance Officer

Previous Experience • McLeod USA Incorporated, Cedar Rapids, Iowa, 2002-2006

Group Vice President, General Counsel & Secretary

• Alticor Inc. (formerly Amway Corporation), Grand Rapids, Michigan, 1995-2002

Director, Associate General Counsel, International Legal Chief Legal Officer, Innovations Business Unit

• Jones, Day, Reavis & Pogue Brussels, Belgium Office, 1990- 1995 Washington, DC Office, 1987- 1990

Education Bachelors of Art, History University of Michigan

Juris Doctor University of Michigan

Bar Admissions State of Illinois District of Columbia

Loren Hughes Senior Director, Ag Operations

Joined Chiquita on August 13, 2001. Reports to Deverl Maserang.

Chiquita Experience Senior Director, Ag Operations Director, Procurement Manager, Sourcing

Previous Experience • ilogistix, 1996-2001

Director of Supply Base Management

• Monterey Pasta Company, 1995-1996 Materials Manager

• Constellation Brands, 1976-1995 Materials Manager

Education Prescott College, Liberal Arts UC Berkeley Extension, Management Training American Production and Inventory Control Society, Certified CPIM

Barbara Howland Assistant Secretary

Joined Chiquita on November 20, 1988. Assumed current role in 1998. Reports to James Thompson, Senior Vice President, General Counsel and Secretary

Chiguita Experience Assistant Secretary 1998 -Present Administrator, Corporate Secretary's Office 1991-1998 Paralegall988- 1991

Previous Experience Taft Stettinius & Hollister, Cincinnati, Ohio 1986-1989 Senior Corporate Paralegal

Brickler & Eckler, Colombus Ohio 1981-1986 Corporate Paralegal

Education Bachelor of Arts Concordia College, St. Paul, MN

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Foreian Limited Liability Company

CHIQUITA FRESH NORTH AMERICA L.L.C.

Filina Information

Document Number FEI/EIN Number Date Filed

State or Country

Status

Last Event Event Date Filed Event Effective Date

Principal Address

550 S. CALDWELL STREET CHARLOTTE, NC 28202

Changed: 04/29/2013

Mailina Address

~50 S. CALDWELL STREET CHARLOTTE, NC 28202

Changed: 04/29/2013

M04000000132

041348580 01/12/2004

DE

ACTIVE

CORPORATE MERGER 12/12/2006 NONE

Reaistered Aaent Name & Address

C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324

Manaaer/Member Detail

Name & Address

Title Secretary

THOMPSON, JAMES 550 S. CALDWELL STREET CHARLOTTE, NC 28202

Title Manager

KOCHER, BRIAN 550 S. CALDWELL STREET CHARLOTTE, NC 28202

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Detail by Entity Name Page 2 of2

!Title Treasurer

~OHNSON, JOSEPH 8 550 S. CALDWELL STREET CHARLOTTE, NC 28202

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!Title President

DUGAN, R. C 550 S. CALDWELL STREET CHARLOTTE, NC 28202

Annual Reoorts

Report Year Filed Date

2011 02/09/2011

2012 02/06/2012

2013 04/29/2013

Document lmaaes

04/29/2013 -- ANNUAL REPORT View image in PDF format

02/06/2012 --ANNUAL REPORT View image in PDF format






12/12/2006 -- Merger View image in PDF format



01 /12/2004-- Foreign Limited View image in PDF format

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State of Florida, Department of State

http :I /search. sunbiz.org/Inquity /Corpora tionSearch/SearchResultDetail/Enti ty N ame/forl-m 0... 511/20 13

2013 FOREIGN LIMITED LIABILITY COMPANY ANNUAL REPORT

DOCUMENT# M04000000132

Entity Name: CHIQUITA FRESH NORTH AMERICA L.L.C.

Current Principal Place of Business:

550 S. CALDWELL STREET CHARLOTTE, NC 28202

Current Mailing Address:

550 S. CALDWELL STREET CHARLOTIE, NC 28202 US

FEI Number: 04-1 348580

Name and Address of Current Reg istered Agent:

C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 US

FILED Apr 29,2013

Secretary of State

Certificate of Status Desired: No

7ils- above named entity svblm~s this st.ltem>..nt for ths- pvrpose of chenging its registered office or registered agenl, or both, in the Sl ate of Florida.

SIGNATURE:

Electronic Signature of Registered Agent

Manager/Member Detai l Detail :

Title SECRETARY

Name

A ddress

THOMPSON, JAMES

550 S. CALDWELL STREET

C1ty-State-Zip: CHARLOTTE NC 28202

Title

Name

Address

TREASURER

JOHNSON, JOSEPH 8

550 S. CALD'/1/ELL STREET

City-State-Zip: CHARLOTTE NC 28202

bate

Title MANAGER

Name KOCHER, BRIAN

Address 550 S. CALD1NELL STREET


Title PRESIDENT

Name DUGAN. R. C

Address 550 S. CALDWELL STREET


I II'Je!ly~ l'!il tr.e l~r.:-4!10~ l'\Q~ile-1o.~ l'll3 re,oottor~L;p,oi<,11E.'I.'OlrE,OO!IlS tro: aM Y..QJta!! a~!I'L'Iil r.:yef;G!rOJIJc ~~~s.~lfe~illlli l-e Ill! Si l'li! ~~c.~ i S lfr~ u'I$4JOJJI\. L'lilfa~a r•~~~l~ !f1<NJ>ef or t'Al'\f~f 01111e no:-..,.., lliOill!yC<IN~~yor Die 1~11-eror lrliS!<oe f.f{IIJI'~Je-, JO e>ecv~ Mtstepotl asrcqw e,; Qy CJu,oJ:r 0~5 F~m S!s.•A<s a'll vw t:y llill'le iJl~MH!IOI<e or

SIGNATURE: JOSEPH B. JOHNSON TREASURER 04/29/2013

Electronic Signature of Signing Manager/Member Detail Date

'lJe[aware Section 8.2

PAGE 1

IJfie :First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY "CHIQUITA FRESH NORTH AMERICA

L. L. C. " IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE

AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE

RECORDS OF THIS OFFICE SHOW, AS OF THE FIFTH DAY OF DECEMBER,

A.D. 2012.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE

BEEN PAID TO DATE.

0371615 8300

121300413 You may verify this certificate online at corp.delaware.gov/authver.shtrnl

Jeffrey W. Bullock, Secretary of State

AUTHEN C TION: 0039632

DATE: 12-06-12

tJJe[aware PAGE 1

'11ie :First State


DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND

CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE

CORPORATION UNDER THE NAME OF "CHIQUITA BRANDS COMPANY, NORTH

AMERICA" TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS

NAME FROM "CHIQUITA BRANDS COMPANY, NORTH AMERICA" TO "CHIQUITA

FRESH NORTH AMERICA L.L.C.", FILED IN THIS OFFICE ON THE

SEVENTEENTH DAY OF DECEMBER, A.D. 2003, AT 12:54 O'CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

THE AFORESAID CERTIFICATE OF CONVERSION IS THE SECOND DAY OF

JANUARY, A.D. 2004, AT 12:01 O'CLOCK A.M.

0371615 8100V

121302087 You may verify this certificate online at corp.delaware.gov/authver.shtml

AUT HEN

DATE: 12-06-12

DEC-17-2003 12'51 CT CORP.

CER11FICATE OF.CONVERSiON

CONVERTING

State of Delaware S.tkUA. !¥:kit" stfl.&? /09

Division of Corporations Delivered 01:53 PM 12/17/2003

FILED 12:54 PM 12/17/2003 SRV 030813683 - 0371615 FILE

CIDQUITA BRANDS COMPANY, NORTH AMERICA · (A Delaware Corpmtion)

TO

CJDQUITA FRESH NORTH AMERICA L.L.C. (A Delaware Limited Liability Company)

The undersigned hereby certify that:

1.. Nsme of Convgtins Corporation. The name of the corporation that i6 converting ·to a Delaware limited liability company (the "Converting Co111oration'') immediately prior to the filing of this Certificate of Conversion was "Chiquita Braiuls Company, North America," and the name of the Converting Corporation under which it was originally incorporated was ''Chiquita Brands, Inc." ·

2. Date and Jurisdiction of Orgepiytion of Convertjpg Comorati.on. The date on which. and the jurisdiction wh~, the Converting CorpOration was organized are as follows:

pate JurisdiCtion .

August 30, 1939 Delaware

3. . Natll!! of Conycrted Limited liability Comnany. The n~~~ne of the Delaware limited liability company to which the Converting Corporation has been converted (the "Company') and the name set forth in the Certificate of Formation of the Company tiled in accordance with Section 1S-214(b) of the Delaware Limited Liability Company Act is "Chiquita Fresh North America L.L.C."

4. Approval of Conversion. The !)OnVersion of the Converting Corporation to the Company bas been apptoved in aCcordanCe with the provisions of Section 266 of the General Corporation Law of~ State of Delaware and Section 18-214 of tbe Delaware Limited Liability Company Act.

s. Effective Time. This Certifieate she.ll be effective at 12:01 a.m. on January 2. 2004.

CT CORP. 513 621 0116 P.08/09

IN WITNESS WHEREOF, the undersig,ned have duly executed this Certificate of Conversion effective as of January 2, 2004.

Dated: December 9, 2003

Dated: December~; 2003

CHIQUITA BRANDS COMPANY, NORTH AMERICA

B. Riley · e President and Chief Financial Officer

CHIQUITA FRES:ii NORTH AMERICA LL.C.

tJJe[aware PAGE 2

tifie :first State


DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND

CORRECT COPY OF CERTIFICATE OF FORMATION OF "CHIQUITA FRESH

NORTH AMERICA L.L.C." FILED IN THIS OFFICE ON THE SEVENTEENTH

DAY OF DECEMBER, A.D. 2003, AT 12:54 O'CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

THE AFORESAID CERTIFICATE OF FORMATION IS THE SECOND DAY OF

JANUARY, A.D. 2004, AT 12:01 O'CLOCK A.M.

Jeffrey W. Bullock, Secretary of State

0371615 8100V

121302087

AUTHEN C TION: 0039613

You may verify this certificate online at corp.delaware.gov/authver.shtml

DATE: 12-06-12

DEC-17-2003 12'51 CT CORP.

CERTIFICATE OF FORMATION . OF .

State of Delaware 5Si!c61ita8jl; lli£ sl:a00/09

Division of Corporations Delivered 01:53PM 12/17/2003

FILED 12:54 PM 12/17/2003 SRV 030813683 - 0371615 FILE

CHIQuiTA FRESH NORTH AMERICA L.L.C.

This Certificate of Fonnation is being executed as of Deceinher 9, 2003 for the pwpose of forming a limited liabilitY. company p\m;IW!t tO the Delaware Limited Liability Company Act, 6 DeL C .. §§ 18-101 ·~~(the "De~wareLLC Act''). .

The undersigned, being duly authorized to execute and file this Certificate of Fonnation, does hereby cerjify as follows: ·

1. Name. The name of the limited liability company is Chiquita Fresh North America L.L.C. (the "Olmpany'').

2. Registered, Offi2e and Registered A!!AAt. The COmpany's registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

3. Conversion. The Company has been converted to a Delaware limited liability company pursuant to Section 18-214 of the Delaware lLC Aet. The Company constitutes a continuation of the existence ofthe converted other entity in the fonn of a Delaware limited liability company.

4. Effeeti\re Time. This Certificate· shall be effeotive at 12;01 ·a.m. on January 2, 2004.

1N WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

An Ailtborized Person 1)pe or Print Name: Joseph W. Bl'adley

TOTAL P.09

Florida Department of State Division of Corporations

Public; Access System

Electronic Filing Cover Sheet ••==·~ , .. a~=-...... a au ;, ::, t:ax ............ :=-.;=.;u.mni ; 4 Ai;u ...... .. 2 ............

Note: Please print tbU page and use Jt aa a cover sheet. Type 1M fax audit number (NlO'IIIll below) on the top and bottom of all pages of the document.

(((H04000006944 3)))

Note: DO NOT hit the REFRESH!RBLOAD button on your browser from this pa,ge. Doing so will geneme anothe.: QO"V« sheet.

To: Oiviaion of cc~o~ation8 F"" Nuni>el: : (850) 20.5-03S3

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Account Name : C T CORi'ORATION SYS'l'EM Acco~t ~er • FCAOo0000023 ~hone : (850)222·10,2 Fax NUmbe~ • (850)222-9~28

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Chiq_uita Fresh North America L.L.C.

Certificate of Status 0

Certified Copy 0

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APPLICATION BY FOREXGN LIMITED LIABXUTY COMPANY JORA11THORIZATION TO TRANSAC! BUSINESS lN FLO:a:tn.A

IN CCJMPIJANCE WliH SECJ10N @503. J"1,DBBD,t SJ1I.'IUI1!S, THE FOf.J.JJWING 13 srJIIMIITED lO RE'.G1SlFR A. FORliJGN lJM!1EI.)lJABiiiiYr::rNPANr1.011W84.CI'!JUS'JNBSS IN11JE SIA1BOFPWJ1IDA:

1 CIUqnl!:ll'r<lb NoRh America L.L.C. ·- (Nome offOrci!lllllillliOd Uobiiily GCJIIPOI'Yl

2, Ol>lawozo 3. OH348S80 (l'unidlc~on llllder ilii law Ol'WIJ.Ch_l6re<ea tun~a hill.!11:y .;:;;.==:.:...,("'fu;;;;-::liilliikr==, if!T:ap:::p:l1i.u=sr.ter) ----

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4. 08/3(\1!939 (b&tc afOreiOililii'lon)

6. OLIO'Ul004

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(Sttoor addteti o!priMipd oi!Icc) ..... 0 ):>(,/) r-f"1 ...-,.,.., L-

8. lflimited liability eompmy is a manager-managed Q()~any, c~;l<hcro (!]

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9. The nAme :and u~al business ~~nes of tb.e m;nasmg mem~rs or m.anasen are a1 !ollowc:

SEE ATTACHMENT

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10. ~~~aigir.al®fimlaof~m~ihm!X!~old,duly~~afliclal.lmiogall!OOyof=rdsfu ftt;Jimsdidimuo&:rtbolawofv.ili::h.b:!s~ (A~islrla~ Jflbe~isiuailmgnlanmmiJ\q t•a• tslarlro oftheOI:Itificalew!a:OIIIb. ~tr.msla!Irnml:eail:tllilW.) •

11. Natw:c ofbusilless or purposes to be conclw;ted or p:omoted in F!Grida: ---------

So< Al'la<hmcnt

Signature; ohm . oun authorized opres tative ofe. memht::r. (!n •• ccma.... ..;tlo -~ $03..W8(J), F.S, tile . .. - OOll.lriNIIt 011 ~ lllodu 11>< J>Cll"l1i., ofl><'i\liY !bill the facl1 w.le<lll=in,..... ml~)

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Chiquit~ F~eeh »oreh America L.L.C.

Lis~ing of Managers

Same ad4res~ for ~ll• 2!~ ~ast l!'ifth Seree~ cinoittnati; OM iS2D2

ll,ob..rt Trl. OlliOil Robart !!'. llistinger William A. ~sacaliu Jc~eph ~- ~radley

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0

CERTIFICATE OF DESIGNA.TION OF REGISTERED AGENT/REGISTERED OFFIC:E

PURSUANT TO THE PROVISIONS OF SECTION 608AlS or 608.507, FLORIDA STATUTES, TH:c UNDERSIGNED LlMlTEP LIABILITY COMPANY SUBMITS THE FOLLOWING STA'IEMENT '1;0 DESIGNATE A REGlSTEP.BD OF:P!CE AND REGISTERED AGENT IN iHE SIATE OF FLORIDA.

l. Th~ IW!Ie of the Lirnite!l Liability Company Is:

2. The name and !he Florida street address of the tegiste:ed agent and office arc:

(Nzme) ..., ~"' _, -r.

t:/o C T CotporauOII Syall!m, 1200 SoWh Pine !sland Road

Ho.v~ he«n no.l>fed as regi.rteed a~ent and to tJCcept sav1i:e o[proaujo~ rlu! ab<>ve RUtted limit«d liability CCfTI.J'W1Y at rbe place designated ill thil ce.r11jica1e, I here})y accept the I1JilXIil11ment as registved agent and agree to act iJI this capa~ily. I jiJJ1}ItJr aqu tD comply with the pro\lisiDTl$ of all 4/a/uti!J 1'4/ating to the proper and eomplete' peifornr.anc~ of my d~ttles, rmd 1 am familiar with (11fd acoepr 1M obligations of my po~i~fll' as reginend agent IU provided for in "Cnpptel' 608, F.S. C T Co.po]&<ion System

l3r. ~~~~· ==J~~~' (S~ ........,._7

""S lOO.OO s 2.5.00 s 30.00 5 . 5.00

..,.k· FiliDg Fee for Application Dwgurr.tiCIII. of~ered Agent Qrlified Copy (optional) Certificate of Status (optional)

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. . . . ·'Defaware PAGi: :1.

1'n~ :first State

I, BAlUliH S!IIIT.l! WINDSOR, SECB!l'UY OF S1'AT.E OF !IE! S:t'UE OF

l:1m.A'IQD, DO l!ZUB:r CXllli'J:J'Y "l:alQUl~A :r.fWS!I N~it »mRica.

l'.o.I..C. • IS 1)1'.1LY rom,mo 'ON!)U. !rU U>I'S CJF TD SD~ OF DBLA'Rlllm

AND IS IN GOO:D ST.WDlNG ~ lillS A LEGAL XX:IS!rENC! SO FAR liS Tmt

:R:Bcows or !rllrs: or:u~ ssow, As o'i ~o ll:i:CONn !lAY or ~,

li..D. 2004 •

.lUm I DO Bl:X!B'I" li'i1lU'Jl!.ll. C!:RXIl'Y 1'lDCL' !I!Bl: ANNUAL RE:PORXS RAVE

BEEN :&'!LED :t'O l:lli:U.

A'NlJ I 00 fJUEBY li'!Jl\!rliER CE&rltY :rBA'r :rm: ANNUAL TAXES !!AVE

l!.EEN PAID :ro D!.ll:E.

0371615 8300

0400013a9

..1/cz..,..,. : t: .J_,, _: t t..4f.z.: . ... ~ Hattie< S.,;tl! Wind•cr. S..:rc~A~Y of Sum

AUTSEN:riCATION: 2&4~6Sa

In~: 01-02-04

State of Florida Department of State

I certify from the records of this office that CHIQUITA FRESH NORTH AMERICA L.L.C. is a limited liability company organized under the laws of Delaware, authorized to transact business in the State of Florida, qualified on January 12, 2004.

The document number of this limited liability company 1s M04000000 132.

I further certify that said limited liability company has paid all fees due this office through December 31, 2012, that its most recent annual report was filed on February 6, 2012, and its status is active.

I further certify that said limited liability company has not filed a Certificate of Withdrawal.

Given under my hand and the Great Seal of Florida, at Tallahassee, the Capital, this the Fifth day of December, 2012

~()~ Secretary of State

Authentication ID: 000242475790-120512-M04000000132 To authenticate this certificate, visit the following site, enter this ID, and then follow the instructions displayed. https://efile.sunbiz.org/certauthver.html

Phillip R. Bradway James Lane Craig A. Stephen Joseph W. Bradley Michael B. Sims Barbara Wagner W abeed Zaman Lori Ritchey

Attachment C-1

Section C.3 Change in Officers

R. Christopher Dugan Kevin R. Holland Robert M. Stallman Joseph B. Johnson Juan Alberto Rivera Brian W. Kocher D. Dever! Maserang II James E. Thompson Loren Hughes Barbara M. Howland

Attachment C-2

Section C.3 Change in Officers (Cont.)

Section C.3 Change in Officers (Cont.)

CHIQUITA FRESH NORTH AMERICA L.L.C.

l!nanimous Written Consent

of the

Managers

The undersigned. being all the managers of Chiquita Fresh North America L.L.C.. a Delaware

limited liability company (the "Company"), adopt the following resolutions by written consent without a

meeting:

WHEREAS, the following officers are removed from the office(s) set forth opposite each person's name as of the dates set forth below:

Name Phillip R. Bradway James Lane Craig A. Stephen

Title Effective Date Director. Agricultural Operations January 16. 2012 Vice President, Finance, North America May 15, 2012 Vice President, Finance. Distribution February I, 2012

& Operations

WHEREAS. the resignations of the officers for the positions set forth opposite each person's name as of the dates set forth below are hereby accepted:

l'JEJl1~ Joseph W. Bradley Michael 13. Sims Barbara Wagner Wahecd Zaman

Title Vice President and Treasurer Vice President Vice President and Assistant Secretary Vice President

Effective Date August 31,2012 February 27. 2012 July 2, 2012 February 18, 20 12

RESOLVED. that, effective upon the filing with the SEC of the quarterly report on Form I 0-Q for the qua11er ending June 30. 2012 by Chiquita Brands International. Inc .. Joseph B. Johnson is elected Vice President and Controller, succeeding Ms. Ritchey who will resign from the positions of Vice President ami Controller on that date.

RESOLVED, that the following persons be and hereby are elected to the otlices set fm1h opposite his name below. to hold such offices until the election and qualification of his successor or until his earlier resignation or removal:

Name R. Christopher Dugan Kevin R. Holland Robert M. Stallman Joseph B. Johnson Juan Rivera Brian W. Kocher D. Dever! Maserang 11

Qflices President Vice President Vice President Vice President: Controller and Treasurer Vice President Vice President Vice President

James E. Thompson Loren Hughes Barbara Howland

Dated: ~· -·--' 2012

Dated:~-· 2012

Dated: {;clJ-~ '1, 2012

Vice President, General Counsel and Secretary Senior Director, Agricultural Operations Assistant Secretary

~:/ ---·- ':>

R. Christopher Dugan

Y._3.,.,....~)h/~;:~c. Brian W. Ko her /

Section C.3

Attachment C-3 Change in Officers (Cont.)

CHI QUIT A FRESH NORTH AM ERICA L.L.C.

Unanimous Written Consent

of the

Sole Member

The undersigned, being the sole member of Chiquita Fresh North America L.L.C., a

Delaware limited liability company (the "Company"), adopts the following resolutions by written

consent without a meeting:

RESOLVED. that the resignation of Lori A. Ritchey as Director of the Company is hereby accepted as of August 9, 2012.

RESOLVED, that the number of managers is hereby set at three (3) and the following persons are elected as managers of the Company:

R. Christopher Dugan Joseph B. Johnson Brian W. Kocher

CHIQUI"f A BRANDS L.L.C.

_·_-.._ --\:1_ /1- lj_ '---!.: "C _j! I \ . -~/-/?--: l__~~h'"~Barbara M. Howland, Assistant Secretary

Section F

Section F. Business History

Chiquita Fresh North America L.L.C. is a Delaware limited liability company. One hundred percent of the membership interests of the company are owned by Chiquita Brands L.L.C. ("CBLLC"), a Delaware limited liability company. CBLLC is a wholly owned subsidiary of Chiquita Brands International, Inc., a New Jersey corporation which is traded on the NYSE.

The company was established August 30, 1939 as Fruit Dispatch Company. The company changed its name to United Fruit Sales Corp on August 8, 1962. On April! 0, 1970 the company again changed its name to Chiquita Brands, Inc. On December 19, 1986 the company changed its name to Chiquita Brands Company, North America. On January 2, 2004, the company converted from a corporation to a limited liability company and changed its name to Chiquita Fresh North America L.L.C.

Attachment G-1

1. Tony Caranna, Manager Christina Vuotto, Terminal Superintendent Roberto Gluck, Supervisor Distribution

Section G

2. Tony Caranna has been employed with Applicant for 23 years. He has held a number of managerial jobs throughout several departments within the company.

Christina Vuotto has been employed with the Applicant for 11 years. She began her career with Applicant as a customer service representative and developed into her current role.

Roberto Gluck has been with the Applicant for 23 years. He began with the company as a route salesman and has developed into the Distribution Center Supervisor overseeing the inventory and sales of Applicant's products.

Section J ~

I OATE(MMIOOIYYYY) A C ORD* CERTIFICATE OF LIABILITY INSURANCE "----'" 0810512013

THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, A ND THE CERTIFICATE HOLDER.

IMPORTANT: If t he c:ertiflcate holder is an ADDITIONAL INSURED, the pollc:y(les) must be endorsed. If SUBROGATION IS WAIVED, subject t o the terms and conditions of t he pollc:y, certain policies may require an endorsement. A statement on this c:ertlficate does not c:onfer rights to the cert ificate holder in lieu of such endorsement(s).

PROOUCfR CONTACT Aon Risk servi ces south, Inc.

NAME:

Charlotte NC Office ~g_"tfo. ~>1): (866) 283-7122 I rffc. No.): (800) l 6l-010S 1111 Metropolitan Avenue, suite 400 E-MAIL Charlotte NC 28204 USA ADDRESS:

INSURER(S) AFFORDING COVERAGE NAICII

INSURED INSURER k Travelers Indemnity co Of Ct 25682 Chiquita Fr esh Nor th America L . L .C. INSURER B: Tr avel ers Property cas co of America 25674 SSO south Cal dwell Street charl otte NC 28202 USA INSURER C: westchester Fire Insurance Company 10030

INSURER D:

INSURER E:

INSURERF:

COVERAGES CERTIFICATE NUMBER· 570050930635 REVISION NU MBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS. Limits shown aro as requested

~ ~~: TYPE Of INSURANCE ~ ~~ ~ii:o POUCY NUMBER ,,~~~ : ~~~ LIMITS A GEh'ERALLIABILITY HClEGLSA4/lM~HbU IUI/H/lUU Ul/ H /lUl 4 EACH OCCURRENCE $2,000,000

1- SIR applies per policy ter s & condi ions I ~~~~i~~E~~:'eocel n,ooo,ooo X COMMERCI.'.l GENERAL LIABILITY

I-CI.AIMS-W.Oe 0occuR liED EXP (Any one person) S2S ,OOO - PERSONAL & ADV INJURY S2,000 ,000

;-- GENERAL AGGREGATE ss ,000, 000 I- PRODUCTS· COMP/OP AGG S2,000 ,000 ~N\. AGG~EGATE LIMIT APn PER:

POl. ICY n ~:g; LOC A AUTOMOBilE LIABILITY HCl ECAP- 4 7lM~J J4 - 1$ Ul/ ;Slf lUU IU 7/ ;SlflUl4 COMBINED SINGLE LIMIT

I lEa.,,,., , $2,000,000

~ AI-NAUTO BODILY INJURY (Per porson) r-- ALL OWNED ,-- SCHEDULED 800/l Y INJURY (Per ocCident)

~ AUTOS r-- AUTOS PROPERTY OAIMGE HIRED AUTOS NON-OWNED LtPer a<.ddooll - r-- AUTOS

c X UMBRELLA LIAB H OCCUR G241S1797004 07/31/2013 07/31/2014 EACH OCCURRENCE ss ,000,000

1- SIR applies per po1icy ter s & condi ions AGGREGATE $5 ,000,000 EXCESS LIAB CLA~I.IS-MA.OE

OED I X I RETENTION uo' 000 B WORKERS COMPENSATION AND HC2 JU847 2M~00813 1 o7t3lt201 IUI/31/2014 X I f<fRY LV. .. ~lsu. l l~k11' EMPLOYERS' LIABIUTY YI N

AHt PROPRIETOR I PARTNER I EXECUTIVE ~

E.L. EACH ACCIDENT Sl,OOO,OOO OfFICER/IotEMBER EXCLUDED? NIA (r.<andolory In NH) E.L. DISEASE·EA Et.f>LOYEE Sl ,OOO ,000

~~m:l::ff~ ~F~PERATIONS below E.L. OISEASE·POLICY Ll'-liT Sl,OOO,OOO

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AIIoch ACORD 101, Additional Remorka Schodulo, II mon opocelo required I Broward county is included as Additional I nsured as required by written contract, but limited t o the operati ons of the Insured under said contract, per the applicable endorsement with respect to the General Liabi lity policy .

CERTIFICATE HOLDER CANCELLATION

[lap FRANCISCO SHOULO ANY OF T~E ABOVE DESCRIBED POLICIES DE CANCELLED BEFORE THE VASQUEZ EXPIRATION DATE T~EREOF, NOTICE 1'/\LL BE DELIVERED IN ACCORDANCE WITH THE 2013.08.19 POUCY PROVISIONS.

Broward county 09:52:07 ·04'00' AIJTHORIZED REPRESENTATIVE 1850 Eller Dr ive Ft. Lauderdale FL 33316-4201 USA

~~g~g~~

@1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (20 10/05) The ACORD name and logo are registered marks of ACORD

-

.

0 z ~ u t;:

'f Ql (J

~ •.II'-::........

~ ....... L-.·

~

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Section K

APPLICANT'S FINANCIAL DOCUMENTS HAVE BEEN REVIEWED

BY PORT EVERGLADES FINANCE DIVISION

Attachment L-1

CREDIT APPLICATION FORM

BUSINESS NAME: Chiquita Brands, L.L.C. IIUSINESS ADDESS: 550 S Caldwell Street Suite# 1616 Charlotte NC 28202 I'IIONE: (980) -636-5000.

FULL NAME OF OFFICER:

Edward F Lonergan Title: President and Chief Executive Officer

Nature of Business: Food Wholesaler Year business Established: 1986 Federal Tax ID.# 31-1192704 Duns# 194822193

Section L

REFERENCES: CONTACT: William N. Forsstrom BANK: PNC BANK ACCOUNT NAME: Chiquita Brands LLC

Credit Investigation Department Phone: 215-749-6199 or 6183 Fax: 215-749-6191

Name: Dell Marketing L.P. c/o Dell USA L.P. P.O. Box 643561 Pittsburgh, PA 15264-3561

Phone: 512-724-7241 Fax: 512-283-0286 Email Brian [email protected] Contact: Brian Hodges

Name: UPS Attn: Pam Volland 500 Gest Street

Cincinnati OH 45203 Phone: 877-240-7587 x5361 Fax:

FAX: 513-651-7548

Name: OfficeMax Attn: Joseoh Fieweger District Sales Manager .. Cincinnati OfflceMax Enterprise Solutions

Phone: 859-372-7500 flax: 859-372-7510

Name: T.J. Williams 7925 New Haven Rd. Cincinnati OH 45041

Phone: 513-738-5366 Fax: 513-738-5375

I certify that all statements in this application are true and complete and made for the purpose of obtaining credit from. I authorize same to investigate the references herein listed.

----~ -?' __________ '

c~~~~~-r:::~---------/··/ Signature

Nameffitle: Chris Larsen Controller , North America Date: October 16,2012

Section M

•

BENEFICIARY

Amendment To Irrevocable Standby Letter Of Credit

Number: IS0036725U Amendment Number : 001

AmendDate : June27,2013

APPLICANT

Wells Forgo Bank, N.A. U. S. Trade Services Stand by Letters of Credit MAC AOI95·212 One Front Street, 21s t Floor Sa n Francisco, California 911111 Phone: 1(8oo) 798·2815 Option 1

E-Mail: sftradc@wcllsf"rgo.com

~ c:::J -C-t..)

§a N co -o :X

ca N CX)

BROWARD COUNTY CHIEF EXECUTIVE AND PORT DIRECTOR BROWARD COUNTY PORT EVERGLADES DEPARTMENT

CHIQUITA FRESH NORTH AMERICA, LLC 550 SOUTH CALDWELL STREET CHARLOTTE, NORTH CAROLINA 28202

C/0 DIRECTOR OF BUSINESS ADMINISTRACTION

1850 ELLER DRIVE

FT. LAUDERDALE, FLORIDA 333 16

LADIES AND GENTLEMEN:

AT THE REQUEST AND FOR THE ACCOUNT OF THE ABOVE REFERENCED APPLICANT, WE HEREBY AMEND OUR IRREVOCABLE STANDBY LETTER OF CREDIT (THE "WELLS CREDIT") IN YOUR FAVOR AS FOLLOWS:

PARAGRAPH READING AS FOLLOWS:

ANY DRAFT DRAWN UNDER THIS LETTER OF CREDIT SHALL BEAR THE CLAUSE: "DRAWN UNDER WELLS FARGO BANK, N.A, IRREVOCABLE STANDBY LETTER OF CREDIT NO.IS003672SU DATED MAY 24, 2013." THE ORIGINAL LETTER OF CREDIT MUST ACCOMPANY THE DRAWING, AND THE DATE AND AMOUNT OF THE DRAWING MUST BE ENDORSED ON THE REVERSE SIDE OF THIS LETTER OF CREDIT.

IS AMENDED TO NOW READ:

ANY DRAFT DRAWN UNDER THIS LETTER OF CREDIT SHALL BEAR THE CLAUSE: "DRAWN UNDER WELLS FARGO BANK, N.A, IRREVOCABLE STANDBY LETTER OF CREDIT NO. IS003672SU DATED MAY 24, 2013." THE ORIGINAL LETTER OF CREDIT MUST ACCOMPANY THE DRAWING, AND THE DATE AND AMOUNT OF THE DRAWING MUST BE ENDORSED ON THE REVERSE SIDE OF THIS LETTER OF CREDIT BY THE NEGOTIATING BANK, IF ANY.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

THIS AMENDMENT IS TO BE ATTACHED TO THE ORIGINAL WELLS CREDIT AND IS AN INTEGRAL PART THEREOF.

:· . .. ,,

m-e Vio ·- :::0 :Z: -i ,.,,:::0 (/)<, (/),(") ):. ... :::01""1 \.)C) -~.-~< · ·- )>1"11 ~oc (/)f"I1C0 -1 (1)-( ;:oo ~rn - '"0 ~:-I

; .. : .. . . . ~. Together we'll go far

Page 1 of2 Each page of this document is an integral part of this Irrevocable Standby Letter of Credit Number IS0036725U, Amendment Number 001

• Very Truly Yours,

WELLS FARGO BANK, N.A.

The original of the Letter of Cred t contains an embossed seal over the Authorized Signature.

Please direct any written correspondence or inquiries regarding this Letter of Credit, always quoting our reference number, to Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services

at either One Front Street

MAC A0195-212, San Francisco, CA 94111

or 401 Linden Street MAC 04004·017, Winston-Salem, NC 27101

Phone inquiries regarding th is credit should be d irected to our Standby Customer Connection Professionals

1-800-798·2815 Option 1 1·800·776-3862 Option 2 (Hours of Operation: 8:00a.m. PT to 5:00p.m. PT) (Hours of Operation: 8:00a.m. EST to 5:30 p.m. EST)

Consent to Amendment 001 on Standby Letter of Credit No. IS0036725U is required to become effective. Please date and sign below and return an originally signed copy to us at our office located:

at either One Front Street MAC A0195-212, San Francisco, California 941 11 or Fax to 415-296-8905.

I Amendment accepted in it s entirety

/ / Date

( )

Telephone Number

1510

Each page of this multipage document is an integral part

or 401 Linden Street MAC 04004-017, Winston-Salem, NC. 27101 or Fax to 336-735-0950.

I Amendment rejected in its entirety

Authorized Signature · BROWARD COUNTY

Printed Name of Authorized Signer

Page 2 of 2

of this Irrevocable Standby Letter of Credit Number IS003672SU , Amendment Number 001

Together we'll go far

•

BENEFICIARY BROWARD COUNTY

RECEIVE!) MAY ?. f) ' ·- ·--, • 0 L.Vt\.1

Pott Oh·cctor's Office

Irrevocable Standby Letter Of Credit

Number : IS003672SU Issue Date: MAY 24, 2013

Expiry Date: MAY 24, 2014

CHIEF EXECUTIVE AND PORT DIRECTOR, BROWARD COUNTY PORT EVERGLADES DEPARTMENT C/0 DIRECTOR OF BUSINESS ADMINISTRATION 1850 ELLER DRIVE FT. LAUDERDALE, FLORIDA 33316

APPLICANT CHIQUITA FRESH NORTH AMERICA, LLC 550 SOUTH CALDWELL STREET CHARLOTIE, NORTH CAROLINA 28202

Wells Fnrgo Bank, N.A. U. S. Trade Services Standby Letters of Credit MAC Dt,OOt, -012 401 Linden Street, 1st Floor Winston-Salem, NC 27101 Phone: 1(800) 776-3862 Option 2 E·Mnil: sblc·ncw(iVwcllsfnrgo.com

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LEITER OF CREDIT NO. IS0036725U IN FAVOR OF BROWARD COUNTY AND FOR ACCOUNT OF CHIQUITA FRESH NORTH AMERICA, LLC AVAILABLE BY BROWARD COUNTY'S DRAFTS DRAWN ON US PAYABLE AT SIGHT UP TO AN AGGREGATE AMOUNT OF U.S. TWENTY THOUSAND AND 00/1 OO'S ($20,000.00) WHEN ACCOMPANIED BY THIS LEITER OF CREDIT AND THE FOLLOWING DOCUMENTS:

1. DRAFT DRAWN ON US AT SIGHT.

2. A SIGNED STATEMENT FROM THE CHIEF EXECUTIVE & POnT DIRECTOR OF BROWARD COUNTY, THAT THE AMOUNT OF THE DRAWING REPRESENTS AMOUNTS DUE AND UNPAID TO BROWARD COUNTY ARISING FROM:

(A) FAILURE OF APPLICANT TO PAY TO BROWARD COUNTY, WHEN DUE, ANY AND ALL TARIFF OR OTHER CHARGES THAT HAVE ACCRUED AT PORT EVERGLADES (WHETHER RELATING TO THE FURNISHING OF SERVICES OR MATERIALS TO APPLICANT, ITS PRINCIPALS, AGENTS, SERVANTS OR EMPLOYEES AT PORT EVERGLADES; OR, DUE TO INJURY TO PROPERTY OF PORT EVERGLADES; OR, STEMMING FROM THE USE OF PORT EVERGLADES FACILITIES BY APPLICANT, ITS PRINCIPALS, AGENTS, SERVANTS OR


Page 1 of 3

·*-~ Each page of this document is an integral part of t his Irrevocable Standby Letter o f Cred it Number IS003672SU

111~----------------------EMPLOYEES; OR, OTHERWISE}; OR

(B) COSTS, EXPENSES, LOSSES, DAMAGES OR INJURY SUSTAINED BY BROWARD COUNTY FROM NON-COMPLIANCE BY APPLICANT, ITS PRINCIPALS, AGENTS, SERVANTS OR EMPLOYEES WITH APPLICABLE LAWS, ORDINANCES, RULES AND REGULATIONS OF THE FEDERAL, STATE AND LOCAL GOVERNMENTAL UNITS OR AGENCIES (INCLUDING BUT NOT LIMITED TO THE TERMS AND PROVISIONS OF THE BROWARD COUNTY CODE OF ORDINANCES, ADMINISTRATIVE CODE, AND ALL PROCEDURES AND POLICIES OF THE PORT EVERGLADES DEPARTMENT), AS AMENDED FROM TIME TO TIME; OR

(C) COSTS, EXPENSES, LOSSES, DAMAGES OR INJURY SUSTAINED BY BROWARD COUNTY FROM ANY ACT, OMISSION, NEGLIGENCE OR MISCONDUCT OF APPLICANT, ITS PRINCIPALS, AGENTS, SERVANTS OR EMPLOYEES IN PORT EVERGLADES (WHETHER CAUSING INJURY TO PERSONS OR OTHERWISE}.

THIS LEDER OF CREDIT SHALL BE EXTENDED FOR SUCCESSIVE PERIODS OF ONE (1) YEAR EACH UNLESS WE PROVIDE BROWARD COUNTY, THROUGH THE CHIEF EXECUTIVE & PORT DIRECTOR OF BROWARD COUNTY'S PORT EVERGLADES DEPARTMENT AT THE ABOVE STATED ADDRESS, WITH WRIDEN NOTICE OF OUR INTENT TO TERMINATE THE CREDIT HEREIN EXTENDED, WHICH NOTICE MUST BE PROVIDED AT LEAST NINETY (90) CALENDAR DAYS PRIOR TO THE EXPIRATION DATE OF THE ORIGINAL TERM HEREOF OR ANY EXTENDED ONE (1) YEAR TERM.

ANY DRAFT DRAWN UNDER THIS LEDER OF CREDIT SHALL BEAR THE CLAUSE: "DRAWN UNDER WELLS FARGO BANK, N.A, IRREVOCABLE STANDBY LEDER OF CREDIT NO. IS0036725U DATED MAY 24, 2013." THE ORIGINAL LEDER OF CREDIT MUST ACCOMPANY THE DRAWING, AND THE DATE AND AMOUNT OF THE DRAWING MUST BE ENDORSED ON THE REVERSE SIDE OF THIS LEDER OF CREDIT.

THIS CREDIT IS SUBJECT TO THE "UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS," INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 600, 2007 REVISION, AND TO THE PROVISIONS OF FLORIDA LAW. IF A CONFLICT BETWEEN THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS AND FLORIDA LAW SHOULD ARISE, FLORIDA LAW SHALL PREVAIL. IF A CONFLICT BETWEEN THE LAW OF ANOTHER STATE OR COUNTRY AND FLORIDA LAW SHOULD ARISE, FLORIDA LAW SHALL PREVAIL.

Very Truly Yours, WELLS FARGO BANK, N.A.

6~\Ml~ , tness "

Page 2 of 3

Each page of this multi page document is an integ ral part of this Irrevocable Standby Leller of Credit Number IS0036725U

w

TITLE &dayof~2o_l2_

The original of the Letter of Credit contains an embossed seal over the Authorized Signature.

Please direct any written correspondence or inquiries regarding this Letter of Credit, always quoting our reference number, to Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services

at either One Front Street

MAC 110195-212, San Francisco, CA 94111

or 401 Linden Street MAC 04004-017, Winston-Salem, NC 27101

Phone inquiries regarding this credit should be directed to our Standby Customer Connection Professionals

1-800-798-2815 Option 1 1-800-776-3862 Option 2 (Hours of Operation: 8:00a.m. PT to 5:00p.m. PT) (Hours of Operation: 8:00a.m. EST to 5:30p.m. EST)


Page 3 of 3

Each page of this mullipage document is an integral part of this Irrevocable Standby Letter of Credit Number IS0036725U

Your search on 4/10/2013 at 9:53:06 AM found 18 records Updated 07/25/13 -

2013 PEV- Yard Equipment Acquired

YARD EQUIP# Serial# FLEET Type Make Date Fam

1 4545 312955 6420 Yard Hustler OTT 2002 HUST

.2 5602 1 FTFW1 CF8CFB62507 6426 Trucks, Vans & Cars 2012 YRD

3 CBTP2012 99 6362 Power Packs TAY 1999 YRD

4 GC016 1329064 2423 GOLF- Golf Yard EZ 1990 YRD








12 GC031 PQ0728-777581 6423 GOLF- Golf Yard EZ 2005 YRD

13 MIA098 AT13F70355 6427 Forklift TOY 2000 YRD

14 MIA103 1 FDNF20L91 EB22088 6426 Trucks, Vans & Cars FOR 2001 YRD

15 MIA104 1 FDN F205X6EB51 088 6426 Trucks, Vans & Cars FOR 2006 HUST

16 MIA109 32921 6425 Toploader TAY 2006 YRD

17 PPPU500103 Unknown 6362 Cl.- POWER PACK TAY 2011 YRD

18 UBCU3424554 DCG90212915 6010 Office & Storage Cont Carrier 1993 YRD 19 CHRY4561 3C8FY4BB81T304561 6426- T UK- UNKNOWN Chevr 5/2/2013 YRD

Domicile Model

PEV F-250

PEV F-150

PEV COMMANDO 50

PEV L-300

PEV H-100

PEV E-203

PEV E-200

PEV H-100

PEV H-100

PEV H-100

PEV H-100

PEV TXTPDS

PEV C350DSPS

PEV FGCU25

PEV F-250

PEV THDC955

PEV C450/40

PEV 69NT40-454 PEV PICKUP

LOCATION as at July 2013

Yard Mule

Shop PU

South Yard

Mario

Abel

Gregorio

Alex

Christy

Shop

Maynor

Cooper

60001b

Freddy PU

Shop PU

Toploader

Chiquita car

C/) (1) 0 -5' ::I

z

I

Attachment 0-1 Section 0

BROWARD COUNTY LOCAL BUSINESS TAX RECEIPT 115 S /\ndrews /we .. Rm. A-1 00. Ft. Lauderdale. FL 33301-1895 - 954-831-4000

VALID OCTOBER 1, 2012 THROUGH SEPTEMBER 30, 2013

DBA: Business Name: <H ro:JI'i1\ !·'ii.ESH NORTH !\:>1EH1Ci\

Owner Name: ,JC'.SE ,-.., <::· .. J·Wf'.

Business Location: :~0~1! :3r· ·F ST !·T Lt\ULi~H.iJl1LE

Business Phone: b :: ·i .... 1 >: 1 u i 'l

Rooms Seats Employoos

Business Opened:(lr~ /7:4/ :~ (; L C1

State/County /Cert/Reg: Exemption Code:

Machines Professionals

Vonding Typo:

~r1or Ye~-~s ___ ----p~ull·;~;~-~~-~-~;~-~:--1 J . () (J ' J (1, ~

- ----- --- - ---- ---- -

THIS RECEIPT MUST BE POSTED CONSPICUOUSLY IN YOUR PLACE OF BUSINESS

THIS BECOMES A TAX RECEIPT

WHEN VALIDATED

Mailing Address:

Th1s tax rs 1ev1ed for the pnvilege of dorng bus1ness w1th1r1 Broward County and rs non-regulatory rn nature You must meet all County cmd1or Municrpalrty plarming and zonrng requrrernents Thrs Busrness Tax Recerpt must be transferred when the busrness rs sold, busrness narnt~ tws ctlCHlged or you trave moved the busrness locatron Tllrs recetpt does not rnd1cate tt1at the busmess rs legal or that 1t IS 111 cornp!rance wrth State or local laws and rcgu!atrons

CH l (,.,liJ i Tl\ l·'i~:~SH N01~T!! 11~11~1-: l r:f\. p ~-l ~(:X ::.-:R\"7

Receipt Ul3B-11-00008845 Paid OB/16/;W12 15.00

FT l .. '\.Ulll·>:Dt\J,i·:, FL

2012 - 2013

---····-- --····-~' -........ -.............................. ,, -----·- .....

Section P I.

2.

3.

Section P

Attachment P-1

Copy of safety program

Copy of substance abuse policy

Copy of employee job training program/policy

Applicant conducts monthly safety meeting with the staff. Internal staff cross training is conducted to develop all employees. Maintenance and repair staff receive training from various suppliers regarding their specific equipment, materials and methods.

4. Information on frequency of training

4688373.1

Ongoing on regular basis at monthly meetings

5. Copies of operator certificates, if any

None required other than commercial driver's license for those operating trucks and trailers

Section P.1

Rev 3/02; 2/06; 2/28/08; 9/25/08; 3/27 /09; 10/ 13/1 0; 2/15/11

lf TABLE OF CONTENTS Chiquit~

Safety Policy Statement & Safety Program Overview 1

Safety Program Responsibilities 2

Personal Safety Rules 3

Safety & Health Training 4

Safety & Health Committee 5

Safety Audit/Inspection Policy 6

S~tyCoofurm~e 7

Accident Investigations & Reports 8

Incentive Programs 9

Safety Program Functional Responsibilities 10

Exposure Control Plan Bloodborne Pathogens 11

Hazard Communication Program 12

Lockout/Tagout 13

Hearing Conservation Policy & Program 14

Respiratory Protection Program 15

Emergency Response & Evacuation Plan 16

Permit Required Confined Space Entry Program 17

Forklift Policy 18

Contractor Safety Guidelines 19

Welding & Cutting Procedures 20

Electrical Safety 21

Tailgate Samples 22

Battery Changing/Charging 23

Compressed Gas 24

Rev 3/02; 2/06; 2/28/08; 9/25/08; 3/27/09; 10/13110; 2115/11

Personal Protective Equipment

Fire Prevention

First Aid Program

25

26

27

Rev 3/02; 2/06; 2/28/08; 9/25/08; 3/27/09; 1011 3/10; 2/15/1 1

11 Chiquit~

SAFETY POLICY STATEMENT

Safety is a major concern of Chiquita Brands and all affi liated subsidiaries. Our company policy is to

provide a clean, safe and healthful work environment for all employees. Every reasonable precaution

has been taken to provide you with a safe place to work. Injury prevention, however, is largely an

individual responsibility and all employees are expected to do their part to work safely.

We pride ourselves in safety. Through the efforts of our employees and supervisors, we have

achieved a safety record which is better than most of our competitors. Our Corporate goal is to

eliminate work related injuries and rank as the safest company within the food manufacturing

industry. We will require your constant help to obtain this ambitious goal.

In the pages that follow, we have outlined some of the obvious policies, rules and procedures that

will contribute to your safety and that of your co-workers. As with any list, it may not contain every

rule for safe conduct. However, if you fo llow these rules and apply common sense, you will be

contributing to the high safety standards that are part of our company phi losophy.

All we ask is that you do your best to work safely by using the equipment provided to you, following

our safety ru les and correcting or reporting unsafe conditions. We will do our best to provide you

with the tools, training and materials to carry out your job in the safest manner.

If you have suggestions that wi ll contribute to your safety, please tell us and we will incorporate

them into our Corporate Safety Program.

Remember, our Safety Program is only as good as you make it. Think, act and work safely - for

yourself, your family and your co-workers.

Rev 3/02; 2/06; 2/28/08; 9/25/08; 3/27/09; 10/13/10; 2/15/11

SAFETY PROGRAM OVERVIEW

SAFETY MANAGEMENT RESPONSIBILITY

Chiquita Brands Corporation is committed to maintaining an effective Injury and Illness Prevention Safety Program.

In an effort to improve our company operations, we have developed this formal safety program. All major elements of our Injury and Illness Prevention Safety Program are documented to ensure maintenance of an effective program. It will be updated as needed for refinements and improvement. At a minimum, the Safety Program will be reviewed annually.

Primary responsibility for implementation, management and administration of the Safety Program is vested with Jaime Britt, our National Safety Director.

Policy administration and technical oversight is delegated to each facility's Safety Manager/representative. Program implementation is accomplished with the support of all management and supervisory personnel. The key positions charged with safety management are the General Managers, Plant Managers, Human Resources Managers, and Safety Mangers at each plant.

HAZARD IDENTIFICATION PROCESS

Facility and process reviews are excellent management tools for keeping informed on overall work conditions. Includes methods and/or procedures for correcting unsafe or unhealthy conditions, work practices and work procedures in a timely manner based on the severity of the hazard:

• When observed or discovered; and, • When an imminent hazard exists which cannot be immediately abated without endangering

employee(s) and/or property, remove all exposed personnel from the area except those necessary to correct the existing condition. Employees necessary to correct the hazardous condition shall be provided the necessary safeguards.

Our system for identifying and evaluating workplace hazards include:

Safety Audits conducted quarterly by corporate safety, insurance carrier/administrator, personnel and consultants to ensure consistent and effective program maintenance meeting regulatory requirements. Self-Inspections of facilities and equipment conducted weekly by Plant Managers and/or Supervisors. Standard checklists are used to facilitate these inspections. Employee Reports of hazards, which are responded to immediately for serious conditions; or addressed through our standard facility maintenance process for minor conditions. Supervisor Accident Reports which isolate accident caused factors and corrective activities related to system improvements, hazard identification and remedial training. Accident Review Committees, which evaluate human factors retraining requirements. These are conducted for each accident occurrence, and reviewed monthly by management.

Rev 3/02; 2/06; 2/28/08; 9/25/08; 3/27/09; 10/ 13/1 0; 2/15/11

lf Hazard Identification Process Continued ... 000 000

Chiquit~

Suggestion Boxes which are used by Employees to bring hazardous conditions to the attention of management. These suggestions are reviewed and responded to by our Safety Committees on a monthly basis.

Safety and Health Committee Inspections, which are conducted as a fo llow up to facility self inspections. These are used to evaluate and address major or unresolved safety problems, and to provide second level safety program audits.

Safety Incentives which provide individual, team, department and/or location recognition In addition, encourage the reporting of unsafe actions and conditions.

EMPLOYEE SAFETY TRAINING

It is our corporate policy to make every reasonable effort to keep our personnel trained and informed in safe

work practices. Safety training is provided as part of the employees' Initial orientation and subsequently by

the employee's supervisor and other Chiquita Brands representatives.

Key elements of our company's safety training program include:

New Employee Orientation to introduce our corporate safety policies, reporting procedures and

programs.

Contractor Orientation to introduce contractors to our corporate safety policies, reporting

procedures and programs.

Safety Rules and Safe Work Practices, which are reviewed with the employees by their

supervisors before the commencement of work.

Supervisory and Management Training provided by members of our Safety and Health

Committees outside vendors and/or Corporate Safety Staff.

Safety Education and Training documented as pa11 of our Corporate Employee Training Program

or by formal institutions, certification agencies, public and private training resources, and/or

regulatory agencies.

Disciplinary Procedures, which document coaching, counseling and retraining efforts, aimed at

ensuring employee conformance to safety rules and regulations.

Rev 3/02; 2/06; 2/28/08; 03/27/09; I 0/1311 0; 2115/11

lf Chiquit~

Safety Meetings and Shop Talks, which are documented by supervisors to introduce new safety

practices or to reinforce existing safety requirements.

Remedial Training related to post accident reviews conducted by Accident Review Committees or

Supervisors.

SAFETY COMMUNICATIONS

Safety communications provide employees with critical instructional updates about our corporate safety program. They also establish an avenue by which employees can provide feedback and input useful in the development of new safety programs.

Our system for communicating with employees on Occupational Health and Safety matters includes:

Periodic Correspondence to employees from the Corporate President or Executives, VicePresidents, General Managers, Department heads, Corporate Safety Managers or Supervisors.

Safety Suggestion Boxes which allow employees to offer anonymous comments and suggestions

related to health or safety matters without the fear of reprisals.

Injury Free Work Day announcements in production areas acknowledging the safety performance of the general employee population at each location/or department.

Safety Posters and similar materials placed on bulletin boards and/or in employee lunchrooms.

Safety Shop Talks conducted by supervisors to provide employee opportunities for discussing

safety issues and offering suggestions.

Safety and Health Committee Meetings to review safety program activities on a monthly basis.

Monthly Safety Reports that summarize safety activities, loss experience and safety action plans

for each facility/plant.

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SAFETY PROGRAM CONFORMANCE

Proactive management requires supervisory leadership and control to change unproductive or unsafe

activities. Conformance with safety policies, rules and regulations is a necessary component of our Safety

Program. All levels of Supervisors carry out this activity.

Our system for ensuring that all employees comply with safe and healthful work practices includes the

following activities:

Documentation of Safety Rules as patt of the initial orientation or retraining process.

Safety Work Practices, which are reviewed with employees by Supervisors before the initiation of

new work assignments.

Disciplinary Procedures, which are explained to employees as part of the new employee orientation

process.

Enforcement of Safety Rules by Supervisors involving coaching, counseling, and issuing verbal or

written reprimands and formal discipline resulting in suspensions and/or terminations.

Safety and Health Committee Reviews to elevate significant safety matters to higher management

levels for resolution.

Corporate Safety Audits of facilities, equipment, programs, policies and procedures to verify

effective implementation of safety program elements.

Contractor Conformance Audits for contractors hired to perform work within the facility to verify

effective implementation of safety program elements and conformance with Chiquita Brands site

specific requirements and/or practices.

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SAFETY AND HEALTH COMMITTEE

Safety Committees are the core of most effective and viable Safety Programs. These are crucial to prov ide

policy oversight, assess program effectiveness and initiate program improvements. Safety and Health

Committees also serve as the leadership group for evaluating and addressing unresolved safety and health

matters.

The Safety and Health Committee carries out various safety management duties, including, but not li mited

to:

Safety and Health Inspections of facilities equipment or work practices. These are conducted to

provide second level assessments of our safety program. The Chairperson brings results of such

reviews to the Safety Committee members for discussion and resolution. Unresolved issues are

forwarded to Corporate Safety or Executive Management for assistance and resolution.

Accident Reviews to identify causes of incidents resulting in injury, illness, loss production or

adverse exposure to hazards.

Hazard Assessments to evaluate conditions brought to the attention of any safety committee

member by Supervisors or employees.

Suggestion Box Evaluations to follow up on employee suggestions for achieving improvements in

safety or health matters.

Safety Campaign Development to assist in implementing or sponsoring special safety campaigns

and other informational safety program activities that promote safety.

The above activities are undertaken by all Chiquita Brands companies to ensure that a safe and healthful

working environment is provided for employees. The safety and health of our employees continues to be the

primary consideration in the operation of our business.

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1f Chiquit~

SAFETY PROGRAM RESPONSIBILITIES

DELEGATION OF AUTHORITY

It is the policy of Chiquita Brands Corporation to provide a Safety and Health Program that reduces Injuries

and Illness to an absolute minimum. Our goal is to strive for safety excellence by eliminating work related

accidents. Establishing Supervisory and Management responsibilities that provide full authority to initiate

management activities related to Safety and Health helps in attaining this goal.

SUPERVISORY LEADERSHIP

Chiquita Brands Corporation is committed to maintaining a safe and healthful work environment. This can only be accomplished when each supervisor fully understands:

Supervisor Roles and Responsibilities related to the ongoing development, implementation and maintenance of our Safety and Health program.

The Hazard Control Process: identifying hazards; assessing the affects on employees; initiating processes for controlling exposures and establishing methods for evaluating the effectiveness of hazard control measures.

Investigative techniques for reviewing work related injuries and illness to identify unsafe conditions/actions and initiate corrective actions for avoiding similar recurrences.

Leadership management, which focuses on setting good examples and providing instructions to ensure that employees understand and follow safe practices and procedures.

Progressive use of safety discipline to correct unsafe acts which are observed in the work place, for the benefit and protection of all employees.

SUPERVISORY RESPONSIBILITIES

The following are minimum safety responsibilities for all management and supervi sing personnel. Each

executive staff member, department head, manager, supervisor and work group leader will be expected to:

1. Demonstrate their commitment to safety by personal example and performance of duties in the safest way.

2. Enforce Safety Regulations, Rules and Standards applicable to the workplace.

3. Follow Company policy in consistently disciplining those who break safety rules, treating violators with fairness, yet firmness.

4. Commend employees who are safety conscious. Provide employee recognition for positive contributions - let them know the company appreciates their active pa1ticipation.

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lf Chiquif(l

5. Schedule and conduct safety briefings or meetings with employees on a bi-monthly basis.

6. Conduct scheduled and unscheduled inspections of department/work areas/or equipment.

7. Correct or initiate corrective actions for any unsafe conditions in a timely manner.

8. Solicit employee suggestions for improving workplace safety.

9. Provide positive and productive suggestions and feedback to the Safety and Health Committee.

10. Participate in Safety and Health Committee meetings, Accident Reviews, Safety Training sessions, or special safety assignments when invited to do so.

Additional functional safety program responsibilities for supervisory positions are detailed in Appendix 1.

EMPLOYEE SAFETY RESPONSIBILITIES

Although the law places primary responsibility for health and safety on the employer, employee responsibilities are also necessary to ensure safety. Each employee will be responsible for the following minimum activities:

1. Obeying all safety and health standards, rules and regulations and safe work practices.

2. Not removing, displacing, damaging, destroying, tampering or disengaging any safety devices,

safeguards, notices or warnings.

3. Not interfering with the use of any safety equipment or safeguard by others.

4. Using safety equipment or safety devices provided for their protection.

5. Practicing good housekeeping by keeping workplaces clean and orderly.

6. Reporting any unsafe condition to supervisors, which cannot immediately be corrected by the employee?

7. Repmting all accidents promptly to supervisor, regardless of the extent of injury or damage.

8. Taking patt in safety activities, including inspections, training sessions, accident investigations or other related actions as appropriate.

Supervisors may address additional functional safety responsibilities by position at the time of orientation.

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lf Chiquif~

PERSONAL SAFETY RULES

I . Each employee is expected to be responsible for his/her own safety and at the same time to exercise

care to avoid injury to his fellow workers and others.

2. Be prepared to perform your job. Do not come to work fatigued or hung over.

3 . Drug testing is required following work related accidents. Drug testing may be required for any employee when job performance is impaired or when employee appears to be under the influence of drugs or alcohol.

4. Do not speed while driving on company propetty. Always walk, and never run in production areas.

5. Horseplay, practical jokes or sports activities are forbidden anytime at work.

6. Lift correctly and safely, with your legs, not your back. Ask for help whenever in doubt, or use carts,

hand trucks, dollies or pallet jacks.

7. Observe all Warning, Caution, and Danger signs as well as safety and health notices.

8. No loose clothing or dangling jewelry i.e., earrings, chains, necklaces, bracelets, etc. can be worn while working in production areas.

9. Smoking is restricted to designated areas on ly.

10. Learn the location of first aid kits and fire suppression equipment and emergency exits in your work area.

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GENERAL SAFETY RULES

It is the duty of each worker to obey all Company Safety Rules and to use all required safety equipment. Listed below are the minimum safety rules for employees.

1. Learn the hazards and safety precautions of your job by discussing them in detail with your

supervisor before you start a new work assignment.

2. Develop a daily routine of checking your general job area for any potential hazards or unsafe conditions.

3. Check equipment before use and report all defective tools and equipment, machinery and/or

dangerous work conditions to supervisors.

4. Never use equipment and/or machinery that are defective.

5. Become familiar with the performance limitations of your tools and/or machines. Use tools only for intended purposes and applications.

6. Wear all personal protective and sanitation devices, i.e., glasses, belts, hairnets, and proper clothing

as required by your position or the job task.

7. Keep all emergency equipment such as fire extinguishers and exit doors free from obstruction. Report violations immediately to your supervisor.

8. Know the location of the emergency exits for your area. Be aware that these may change due to changes in production lines or equipment.

9. Provide suggestions concerning safety to your Supervisor/Manager.

I 0. Report all accidents to management immediately, no matter how minor, even if there are no injuries or equipment/product damage.

11. Do not attempt any job, which you are physically unable to perform or any joy you have not received adequate instruction to perform safely. See your supervisor for assistance.

12. Use extreme caution on slippery floors. Running is not allowed in Chiquita Brands faci lities.

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EQUIPMENT AND MACHINERY SAFETY

I. Do not attempt to clear jams while machines are in operation. Call your supervisor!

MACHINES MUST BE TURNED OFF!

2. Guards must be in place on every machine while in operation. No safety devices may be bypassed or disengaged.

3. Use " lock-out" devices on all equipment that is under repair, sanitation or undergoing maintenance.

4. Do not put your hands or any part of your body into moving equipment at any time.

5. Any equipment that appears to have been damaged or defective should not be used until a mechanic or supervisor has had an opportunity to examine it. Immediately report defects to your supervisor.

6. Unauthorized use of equipment is prohibited - use equipment only for its specific purpose, after you have received training.

7. Do not handle or tamper with any equipment or machinery that is not within the scope of your duties or job. If in doubt, ask.

8. Never operate, repair or adjust equipment until you have been trained on the safe operating or maintenance procedures. Ask for help from your supervisor.

9. No one other than the driver is allowed to ride on a forklift. This means no passengers!

I 0. Do not stand on, duck under or jump over machinery or conveyor belts.

II. Nothing is to be placed within 3 feet of the electrical panels and transformers. These are regulated "Keep Clear" areas.

12. Use a ladder when required. Do not climb on machinery.

13. Electrical power extension cords must be grounded and in good condition.

14. Keep grinding wheel tool rests adjusted to within 118 inch of the wheel. Never use the side of the wheel to grind - it could explode!

15. Inspect hand tools and portable equipment for frayed cords or other defects before use. Repmt defective equipment to your superv isor.

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lf Chiquit~

HEALTH AND SANITATION

I . All production employees must have their hair firmly secured, by use of a hair net or cap. There will be no loose hair in the production area. There will be no exceptions.

2. Production floor employees must wear appropriate work shoes. If customers or non-production

employees enter production area, they must stay away from production lines.

3. Smoking is allowed in designated areas only.

4. Hands must be thoroughly washed upon leaving the restroom, after meal breaks and after touching

the nose or mouth.

5. The consumption of food or drink is not allowed on the production floor or in the warehouse. It is allowed in lunchrooms, break areas and outside the building in designated areas.

6. Practice good housekeeping by making sure workstations are neat and orderly. Deposit refuses in proper containers. Clean up spills as soon as possible.

7. All workers should familiarize themse lves with the location of first a id kits. See your supervisor for help.

8. Wear hearing protectors in all areas where earplugs or earmuffs are required or designated by signs.

9. Wear respirators in areas designated for their use, or during high dust clean-up operations.

10. Wash off any oi ls, solvents, cleaning flu ids or corrosive materials as soon as possible to avoid skin irritations.

11 . Read labels and instructions before using any chemical substances. If you are not sure how a product or chemical is to be used- Don ' use it. Ask your supervisor for help.

12. Any employee who has or may have had an infection/communicable disease (diphtheria, typhoid, scarlet fever, hepatitis, etc.) must obtain a medical release before returning to work. Report to the Human Resources office before coming to work.

SAFETY AND HEALTH TRAINING

SAFETY TRAINING POLICY

It is the policy of Chiquita Brands Corporation to ensure that adequate employee training is provided to

enhance employee safety and meet regulatory training requirements.

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1f Chiquit~

TRAINING PROGRAM REQUIREMENTS

Good business practice and safety requirements dictate that our Company has a Safety Training Program.

Employee safety training is required at the initial orientation; when employees receive a change in job task

requiring new orientation; when employees are exposed to new substances, processes, procedures or

equipment and whenever our Company receives notification of a previously unrecognized hazard.

Safety training benefits our Company because it brings new ideas into the workplace or re-establishes

desired methods for achieving safer production. It also allows supervisors to review the other elements of

our safety program with employees and ensure that they are put into action on a daily basis.

SUPERVISORS' RESPONSIBILITY FOR TRAINING EMPLOYEES

Each supervisor is expected to train employees under their direction in the proper and safe way to perform

their jobs. From time to time supervisors will receive supervisory training sponsored by our company or

other qualified sources. General safety orientation will be provided as part of the initial orientation process.

Each supervisor will ensure that every employee has received instruction on the portions of the Company

Safety Program that applies to his/her job and agrees in writing to abide by all ru les. Supervisors are to take

time to review the written safety rules with every new employee. Standard checklists are prov ided to

facilitate documentation oftraining, as referenced in the following sections.

GENERAL SAFETY ORIENTATION

The success of a well-developed Safety Program depends upon the effectiveness of the training effort. Basic

safety orientation allows us to communicate the attitude of management, the general and specific safety

rules and regulations and the ways and means of developing good, productive and safe work habits. Basic

employee orientation should commence on the employee's first day of work and continue through the entire

period of employment.

It shall be the responsibility of the Safety/H.R. Manager, to provide the new employee safety orientation.

Such training must include:

I. Orientation and issuance ofthe Company Safety Policy and Employee Safety Responsibilities.

2. Introduction of the employee to his/her work supervisor.

3. Discussion about the Company's Safety Policies and Program as these relate to the employee' s work setting in general.

IIPP revised March 2002; February 2006; Page 16

Rev 3/02; 2106; 2/28/08; 03/27/09

4. Maintenance of central files for all training documentation.

5. Explanation and issuance of materials related to Worker's Compensation Benefits.

6. Reporting procedure for work injuries and accidents.

6. Review of emergency procedures for reporting accidents, gaining medical treatment and evacuating

premises.

8. Documentation of training by use of Form "First Day Training".

SPECIFIC SAFETY TRAINING FOR EACH EMPLOYEE

It shall be the responsibility of each Manager, Department Head, Supervisor or work leader to ensure every employee who is reporting to them understands the following:

Employees wi ll not undertake a job unti l he/she has received instructions on how to do it properly and has been authorized to perform the j ob. If the employee has any doubt, he/she shall immediate ly contact the supervisor.

• Safety rules are a condition of employment and must be adhered to by each employee. Rule infractions w ill result in discipline.

• Employees are never to undertake a job that appears to be unsafe. If there is any doubt or question, they must immediately rep01t to the supervisor.

• Mechanical safeguards provided must be kept in place at a ll times. Only authorized personnel are to remove guards for maintenance and repairs.

All accidents, including those without injuries or damage must be reported to supervisors. The supervisor will then conduct a Supervisor's Accident Report to identify appropriate corrective actions.

Inj uries or illness suffered by an employee, even a slight one, must be reported to his or her supervisor at once. All accidents will be reviewed with the employee before the Accident Rev iew Committee determines if the accident was preventable from the employee's standpoint and recommend remedial actions.

• All employees are subject to drug testing fo llowing their involvement in any accident. Refusal will be grounds to terminate.

Unsafe conditions encountered during work must be reported by employee to their supervisor. If unresolved, these should then be reported to any member of the Safety Committee.

• Safety training will be provided to employees as part of their work activities and documented by use of Form "Safety Tailgate/Meeting Record".

Rev 3/02; 2/06; 2/28/08; 03/27/09

SPECIFIC SAFETY TRAINING FOR EACH EMPLOYEE Continued ........ .

Special Program Training

In addition to the general and on-go ing safety training described above, specific

training programs have been developed and implemented to cover the following

areas:

- Hearing Conservation - First Aid/CPR

- Hazardous Communication (M.S.D.S.) - Respiratory Protection

- Forklift Certification - Blood borne Pathogens

- Confined Space Entry - Energy Controi/LOTO

- Ergonomics - Personal Protective Equipment

-Process Safety Management (PSM) -Risk Management Plan (RMP)

These are added to or referenced in the Safety Program Appendices.

Annual Training Criteria

In order to ensure all employees are adequately trained the following Corporate Safety

Training Criteria has been established and must be documented for each employee.

I. A ll employees are to receive ' new employee orientation' to provide an update on new

Safety Program Criteria for training, rule conformance, discipline, equipment use, accident

reviews and incentive programs. Form "First Day Training" shall be used to document this

training.

2. All employees will receive a minimum of 6 hours of safety related training annually.

Safety activities include, but are not limited to the fo llowing:

- New Employee Orientation - On-the-Job Equipment Training

- Safety talks/meetings - Certification Courses

- Seminars/Conferences - Special Program Training

Form "Safety Tailgate/Meeting Record" shall be used to document all safety training, except

new employee orientation.

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ff Chiquit~


ORGANIZATION

The Safety and Health Committee shall be a viable functioning group that includes the participation of key

executive, supervisory and staff members. Members of the Committee may include the following:

Permanent Members:

Advisor - V.P.O./General Manager

Chairperson - General/Plant Manager

Vice Chairperson - Safety/ H.R. Manager

Secretary - Admin. Representative

Elected/ Appointed Representatives:

- Production - Shipping

- Office - Sales

- Maintenance - Receiving

- Sanitation - Quality Control

- Members At Large

Elected/ Appointed Members should serve a minimum of six months but no more than 2 years. Committee membership may be enlarged to include up to 2 additional members at large, selected by the committee.

SAFETY COMMITTEE GOALS AND OBJECTIVES

The Safety and Health Committee shall be the key organizational group, wh ich addresses administrative and management matters related to employee health and safety. The goal of the Committee is to implement an effective Safety Program that eliminates accidents. Functional objectives of the Safety and Health Committee are to:

I. Identify and eliminate physical hazards.

2. Reduce unsafe conditions or behavior through safety training and awareness.

3. Investigate and study accidents, near misses and injuries with emphasis on preventing recurrence.

4. Assist in developing programs for gaining voluntary employee compliance with safety regulations,

rules, policies and procedures.

5. Audit on-site conformance with Safety Program Requirements.

6. Assist in the handling of OSHA or other outside agency inspections.

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11 Chiquit~

SCHEDULE OF MEETINGS

The Safety and Health Committee shall meet monthly or more frequently at the call of the Chairperson. Additional meetings may be scheduled by any of the members, should such be deemed necessary to address imminent danger issues, special accident investigations, regulatory matters or other business requiring prompt attention by management.

AGENDA/MINUTES

Safety Committee meetings shall be documented by the Secretary. A set agenda format shall be used to assist in the documentation process. Form "Safety and Health Committee- Meeting Agenda" may be used for this purpose. Minutes or notes shall also be kept using this same form.

SAFETY COMMITTEE ACTION PLANS

Follow-up Actions shall be recorded, using the Form "Safety Committee Action Plan" or equivalent. These documents shall be maintained on file at the administrative offices and be available at all times to any of the council members and/or employees.

SAFETY COMMITTEE TRAINING

Training activities undertaken as part of Safety Committee meeting will be documented, using "Safety Tailgate/Meeting Record" Form.

SAFETY AUDIT/INSPECTION POLICY

It is the policy of Chiquita Brands Corporation to conduct self-audits and Inspections to identify and correct

unsafe conditions or practices, which may result in injuries or property loss.

SELF-INSPECTION PROCESS

Surveys are utilized as a means of identifying potentially unsafe conditions, facilities, operations and actions. Proper use of this management tool keeps management informed on overall conditions. The survey not only reveals what is wrong but also more importantly suggests corrective actions to be taken to bring conditions up to the desired standard of safety. The results of surveys or the reporting of unsafe conditions and unsafe acts on the part of an employee are a valuable assistance if:

- Management is receptive and appreciative. - Suggestions are thoroughly investigated and reviewed. - Employees are commended for their efforts. - Positive corrective actions are taken to eliminate unsafe conditions.

CORRECTIONS OR RECOMMENDATIONS

I. All unsafe conditions and unsafe acts should be listed clearly and concisely using a standard work

order form.

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lf Chiquit"

2. Recommendations should be developed to correct adverse conditions or acts on a timely basis.

3. Positive steps must be taken by supervisors to correct the substandard conditions or act as

supervisors and/or employees identify these.

4. Recommendations that cannot be addressed by supervisors must be reviewed by management and

forwarded to the Safety and Health Committee for resolution.

5. Major defects that cannot be corrected by the Safety and Health Committee shall be directed to the

V .P .0., the Chief Operating Officer, or Corporate Safety/Risk Manager for assistance and resolution.

TYPES AND FREQUENCY OF SURVEYS

I. Safety Program Audits - This is an annual formal review which may include facility surveys and

management interviews. It is performed each year by our corporate staff, insurance

carriers/administrators, and/or consultants.

2. Safety Committee Audits- These are to be conducted monthly by Department Heads or (Designees)

and other Safety Committee members. Best results are obtained by conducting these surveys a day or

two before the formal Safety Committee Meeting.

3. Special Safety Surveys- These types of surveys are used when there is a change in operations,

equipment and work sites. Examples of activities requiring special safety surveys include:

Installation of special or test equipment. New operations or work procedures. Changes in work processes or the relocation of equipment. New construction or remodeling of facilities or equipment. Any special or unusual problem, which may arise through other inspections. Evaluations of ergonomic or industrial hygiene problems related to adverse exposures e.g., noise, dust, vapors, fumes, gases, heat/cold, radiation, ventilation or illumination.

4. Weekly Inspections- These inspections are to be conducted by Supervisors/Department Heads for

all facilities and equipment. Standard checklists should be used for facility inspections. Equipment

inspections checklists should be developed by each facility.

5. Continuous Vigilance- This type of survey is conducted by all employees at any time to report

unsafe conditions and acts. "Employee Safety Suggestion" may be used for rep01ting conditions or

suggestions.

Rev 3/02; 2/06; 2/28/08; 03/27/09; I 0/ 13/ 1 0; 211511 I

1f SAFETY CONFORMANCE Chiquit~

It is the policy of Chiquita Brands to ensure conformance with safety requirements through a progressive employee discipline program. The program pertains to those employees who may engage in an unsafe act, including both the employee and the management representative who may have knowledge of or be responsible for such actions. The program encourages positive counseling, coaching and training for nonserious incidents.

For Non-Serious incidents in which a company employee is involved will typically include the following corrective steps:

I. First Occurrence: Oral or written reprimand

2. Second Occurrence: Written reprimand with retraining. Time off without pay may be assessed, if appropriate.

3. Third Occurrence: Formal disciplining action in the form of suspension and possible termination of employment. The length of time will depend upon the severity of the situation and the nature of severity of the previous reprimands.

The safety conformance program also requires formal disciplinary action for serious incidents. Serious incidents in which an employee is involved will include the following corrective steps:

I. First Occurrence: Written reprimand, with time off without pay, the length of time depending on the severity of the situation. Termination may be initiated. As appropriate for incidents which jeopardize the health or safety of employees

2. Second Occurrence: Termination of employment. Suspension in lieu of termination may be recommended only with the concurrence of the General Manager or Department head. These incidents should be coordinated with the Human Resources Department.

DEFINITIONS

The difference between Non-Serious and Serious incidents depends upon the possible consequences that could take place if the incident were to occur. If the consequences of the incident could result in a serious injury or death (to either the employee or coworkers) or is a flagrant violation of a health or safety code or regulation, the incident would be characterized as "Serious" in nature.

If more than one employee is involved in an unsafe act, each employee is subject to discipline, the degree of which depends upon the circumstances.

Supervisors who fai l to initiate discipline upon subordinates are also subject to disciplinary actions under this policy.

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1f Chiquit~

INCIDENT INVESTIGATIONS AND REPORTS

It is the policy of Chiquita Brands Corporation to carry out a thorough program of accident investigation. Supervisory personnel will be primarily responsible for making an investigation of all accidents in their areas of responsibility.

The Supervisor, the Plant Manager, and the Safety/H.R. Manager will investigate death, accidents involving fire , serious injury, hazardous substances such as ammonia, or extensive property damage.

The primary goal of the accident investigation program is the prevention of future similar accidents using knowledge derived from the investigations. Additionally, the investigation will be used to prepare reports required by Federal and State law as well as the Worker's Compensation Insurance Carrier. These reports are critical in establishing the company and supervisor's liability under the law.

When an employee is injured at work, the supervi sor will be responsible for taking emergency action to have first aid administered, to obtain professional medical attention as soon as possible and to protect other employees and equipment. The supervisor must then begin to investigate the circumstances of the accident. The fo llowing procedures have been found to be effective when investigating accidents:

• A. GO to the scene of the accident at once.

• B. TALK with the injured person, if possible. Talk to witnesses. Emphasize getting the facts, not placing blame or responsibility. Ask open-ended questions.

• C. LISTEN for clues in conversation pertaining to the incident. Unsolicited comments often have merit.

• D. ENCOURAGE people to give their ideas for preventing a similar accident.

• E. STUDY possible causes- unsafe condition, unsafe practices.

• F. CONFER with interested persons about possible solutions.

• G. COMPLETE the Supervisor's Rep01t g iving a complete, accurate account of accident, and corrective actions taken to avoid similar re-occurrences. For incidents related to hazardous substances such as Ammonia individual responsible must also complete EPA required forms (Refer to PSMIRMP for more information).

In order for the Supervisor's Report to be effective, it must contain (as a minimum) a detailed answer to the following questions:

l. What Was the Employee Doing?- Explain in detail the activity of the employee at the time ofthe accident.

Rev 3/02; 2/06; 2/28/08; 9/25/08; 03/27/09; I 0/ 13/ 1 0; 211511 1

ACCIDENT INVESTIGATIONS AND REPORTS Continued ... ..... .

2. What Happened? - Indicate in detail what took place; describe the accident, the type of injury, the parts or part of the body affected, and whether the employee was wearing appropriate safety equipment.

3. What Caused the Accident? - Explain in detail the condition, act, malfunction, etc., that caused the accident. Remember that it is possible to have more than one reason or cause for an accident.

4. What Can Be Done to Prevent a Similar Accident? - Indicate corrective action to

prevent recurrence.

• H. Call Corporate Safety and rep01t all serious injuries which:

1. Result in death or bodily dismemberment.

2. Involves an explosion or fire.

3. Results in injury to three or more individuals.

4. Requires Hospitalization.

5. Involves exposure to a carcinogen.

6. Involves exposure to a hazardous substance (Ammonia)

Reporting Work-Connected Fatalities and Serious Injuries.

(a) The Global (EHS) Manager shall report immediately by telephone the nearest District Office of the Division of Occupational Safety and Health any serious injury or illness, or death, of an employee occurring in a place of employment or in connection with any employment.

Immediately means as soon as practically possible but not longer than 8 hours after the employer knows or with diligent inquiry would have known of the death or serious injury or illness. If the employer can demonstrate that exigent circumstances exist, the time frame for the rep01t may be made no longer than 24 hours after the incident.

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(b) Serious injury or illness" means any injury or illness occurring in a place of employment or in connection with any employment which requires inpatient hospitalization for a period in excess of 24 hours for other than medical observation or in which an employee suffers a loss of any member of the body or suffers any serious degree of permanent disfigurement, but does not include any inj ury or illness or death caused by the commission of a Penal Code violation, except the violation of Section 385 of the Penal Code, or an accident on a public street or highway.

(c) When making such repmt, the reporting party shall include the following information, if available:

( 1) Time and date of accident.

(2) Employer's name, address and telephone number.

(3) Name and job title, or badge number of person reporting the accident.

( 4) Address of site of accident or event.

( 5) N arne of person to contact at site of accident.

(6) Name and address of injured employee(s).

(7) Nature of injury.

(8) Location where injured employee(s) was (were) moved to.

(9) List and identity of other law enforcement agencies present at the site of accident.

(l 0) Description of accident and whether the accident scene or instrumentality has been altered.

(d) The reporting in (a) and (b) above, is in addition to any other reports required by law and may be made by any person authorized by the employers, state, county, or local agencies to make such reports.

• I. FOLLOW UP to confirm that conditions are being corrected. If these cannot be corrected immediately, that fact must be reported to your Supervisor.

• J. PUBLICIZE corrective action taken so that all may benefit from the experience.

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MEETING AGENDA

I. CALL TO ORDER/SIGN IN

II. OLD BUSINESS

A Minutes of previous meeting

B. Corrections and additions

C. Committee reports (if any)

III. REPORT OF SAFETY ACTIVITIES

A Review of scheduled/unscheduled inspections

B. Summary of Supervisor Safety talks w ith employees

C. Summary of new employee orientated/trained

D. Reviews of accidents occurring during the month

E. Review of employee safety suggestions

F. Review of fleet/vehicle accidents

IV. NEW BUSINESS

Supervisor/Employee suggestions

B. Safety training presentation/materials/discussion/video

C. Guest speakers from outside agencies, insurance companies, etc.

D. Other business

V. ADJOURNMENT

A Review of safety committee action plans

B. Schedule of next meeting

Page 25

Rev 3/02; 2/06; 2/28/08; 9/25/08; 03/27/09; 10/13/ 10; 2/ 1511 1

SAFETY COMMITTEE NOTES/MINUTES

Date: ------------------- Recorded by: ________________ __

Attendees:

REPORT OF SAFETY ACTIVITIES

A. Inspections/corrective actions:

B. Safety talks/meetings conducted:

C. Safety training/retraining

D. Accidents since last meeting:

E. Accident reviews conducted:

Notes:

Page 25

Chiquita Brands International

ALCOHOL AND DRUGS

Section P.2 Substance Abuse Policy

CHIQUITA BRANDS INTERNATIONAL POLICY

REVISED DATE: December 2009

ISSUER: Chief People Officer & Sr. Vice President APPROVED: Kevin Holland

Objective .................................................................................................................................................................... 1 Background ................................................................................................................................................................ 1 Scope ......................................................................................................................................................................... 2 Policy .......................................................................................................................................................................... 2

A. Legally obtained drugs .................................................................................................................................. 2 B. Illegal drugs ................................................................................................................................................... 2 C. Alcohol ........................................................................................................................................................... 3 D. Testing ........................................................................................................................................................... 3 E. Disciplinary action .......................................................................................................................................... 3

Drug Testing ............................................................................................................................................................... 3 A. Pre-Employment Drug Testing ...................................................................................................................... 3 B. Post-Hire Drug Testing .................................................................................................................................. 6

1. DOT-regulated Drivers .............................................................................................................................. 6 2. All Employees ........................................................................................................................................... 6 3. Reasonable Suspicion Testing .................................................................................................................. 7 4. Procedure for Post-Employment Drug Testing .......................................................................................... 8 5. Post-Testing Procedure ............................................................................................................................ 9

AvAILABLE TREATMENT ............................................................................................................................................... 10 ARREST AND CONVICTION ............................................................................................................................................ 10 OBJECTIVE

Alcohol and illegal drug use can create very serious health and safety risks for all employees and can affect our productivity and work quality. It is the intent of this policy to communicate the Company's zero tolerance for alcohol and illegal drug use and/or impairment by alcohol and illegal drug use in the workplace and to establish procedures for pre-employment and post-hire drug testing.

As stated in this policy, Chiquita may refuse to employ an individual who tests positive for illegal drugs prior to hire. Chiquita also prohibits employees from using or being impaired by or under the influence of drugs or alcohol while performing work for Chiquita.

BACKGROUND Chiquita is primarily concerned with those situations where the use of alcohol and drugs interferes with an employee's safety or job performance; adversely affects the health or safety of the employee or of other employees; interferes with another's employee's job performance; or potentially threatens the integrity of its products.

SCOPE

This policy applies to all employees of Chiquita Brands International, Inc. and its worldwide subsidiaries.

ALCOHOL AND DRUGS PAGE:

ISSUE DATE:

2 of 13 December 1989 December 2009 REVISED DATE:

POLICY

A. Legally obtained drugs.

1. An employee on Company premises, engaged in Company business, operating Company equipment, under the Company's authority or in transit on Company business may not use or be under the influence of any legally obtained drug if use of such drug impairs the employee's job performance, interferes with another employee's job performance, threatens the employee's or the safety of others, threatens the integrity of the Company's products, or otherwise interferes with the safe and efficient operation of the Company's business.

2. An employee who has been prescribed or who is using a legally obtained drug that may impair the employee's job performance, interfere with another employee's job performance, threaten the employee's or the safety of others, threaten the integrity of the Company's products, or otherwise interfere with the safe and efficient operation of the Company's business must inform his or her supervisor of the usage. If the employee cannot safely perform the employee's position, he or she may apply for available leave during the period of use.

3. Drivers may not use any drug except when administered to the driver by, or under the instructions of, a licensed medical practitioner, who has advised the driver that the substance will not affect the driver's ability to safety operate a motor vehicle. A driver must immediately inform his or her supervisor of any therapeutic drug use involving a controlled substance prior to driving or performing a safety-sensitive function. He or she may be required to present written evidence from a health care professional that describes any effects such medications may have on the driver's ability to perform his or her tasks.

B. Illegal drugs.

1. For the purposes of this policy, an illegal drug is (a) a drug that is not legally obtainable or (b) a drug that is legally obtainable but has been obtained illegally.

2. The sale, purchase, transfer, use, possession or consumption of an illegal drug by an employee while on Company premises, engaged in Company business, operating Company equipment, under the Company's authority or while in transit on Company business is prohibited. An employee on Company premises, engaged in Company business, operating Company equipment, under the Company's authority or in transit on Company business may not be impaired by or under the influence of any illegal drug. This prohibition applies to, among other drugs, any and all forms of controlled substances such as narcotics, depressants, stimulants or hallucinogens.

C. Alcohol.

1. The sale, purchase, transfer, use, possession, or consumption of alcohol by an employee

PAGE: ALCOHOL AND DRUGS

ISSUE DATE:

3 of 13 December 1989 December 2009 REVISED DATE:

while on Company premises, engaged in Company business, operating Company equipment, under the Company's authority or in transit on Company business is prohibited. An employee on Company premises, engaged in Company business, operating Company equipment, under the Company's authority or in transit on Company business may not be impaired by or under the infiuence of alcohol.

2. A driver will not use alcohol within eight (8) hours of performing a "safety-sensitive" function, while performing a "safety-sensitive" function, or immediately after performing a "safety sensitive" function.

D. Testing. Employees are required to undergo drug testing as stated in this policy. The Company also requires all candidates seeking employment as a driver of a commercial motor vehicle to undergo drug testing in compliance with local law, and will receive direct communication as such from the Company.

E. Disciplinary action. An employee who tests positive for alcohol or illegal drug use or who admits to such use while on Company premises, engaged in Company business, operating Company equipment, under the Company's authority or while in transit on Company business or who refuses to undergo testing when instructed will be terminated. An employee who violates any other provision of this policy is subject to disciplinary action, up to and including termination.

SEARCHES

In order to ensure a safe and healthy work environment, substances that violate this policy, as well as items such as flasks and drug paraphernalia, are prohibited on Company property or in Company vehicles.

The Company reserves the right, to the extent allowed by local law, to search all areas and storage facilities located on Company premises, including but not limited to personal lockers, purses, lunch boxes, personal clothing, common storage areas, and private vehicles on Company premises.

Items found to be in violation of this policy may be confiscated or removed from Company property.

Disciplinary actions resulting from searches, up to and including termination, will be decided on the basis of the severity of the violation.

DRUG TESTING

A. Pre-Employment Drug Testing

A person who has been received a written offer of employment with the Company (a "candidate") is required to submit to a Urine Drug Screen. The results of the drug screen are used in the selection process as stated in this policy.

1. Substances Covered By Drug/Alcohol Testing

PAGE: ALCOHOL AND DRUGS ISSUE DATE: REVISED DATE:

4 of 13 December 1989 December 2009

a. Candidates will be tested for controlled substances, including, but not limited to amphetamines, opiates, cannabinoids, cocaine, phencyclidine (PCP), and chemical derivatives of these substances.

b. Testing laboratories may conduct testing only for substances included on the disclosure list provided to the individual, and may not conduct general testing related to the medical conditions of the individual which are unrelated to drug usage.

2. Testing Methods and Procedure

All testing will be conducted by a licensed independent medical laboratory, which will follow established testing standards and applicable local law. Testing will be conducted on a urine sample provided by the candidate to the testing laboratory under procedures established by the laboratory to insure privacy of the employee while protecting against tampering with or alteration of the specimen or test results.

The Company will pay for the cost of the testing, including the confirmation of any positive test result by gas chromatography. The testing lab will retain samples in accordance with local law, so that a candidate may request a retest of the sample at his/her own expense if he or she disagrees with the test result.

3. Refusal to Undergo Testing

A candidate who refuses to submit to a drug test or who fails to appear for a drug test within 48 hours of the Company's request will no longer be considered for employment. Under certain circumstances, facilities may elect more immediate screening requirements.

4. Positive Test

a. If a candidate tests positive on an initial screening test, the test will be confirmed using gas chromatography.

b. If the second test confirms the positive result, the candidate is required to advise the Medical Review Officer of all prescription and over-the-counter drugs taken in the month before the test and to show proof of any prescription. If the candidate proves to the Company's satisfaction that the positive drug test was the result of a legally obtained drug, the candidate will be classified as "meets criteria."

c. If the candidate cannot demonstrate to the Company's satisfaction that the positive drug test was the result of a legally obtained drug, the candidate will be classified as "does not meet criteria." The Company will be notified of the positive test result and will provide the candidate with a copy of the result. The Company will formally withdraw the offer of



employment and inform the candidate that he or she is no longer being considered for employment. The Company will provide any additional written notification required by local law.

d. The Company will provide a copy of test results only to candidates who test positive or as required by local law.

e. A candidate has the right to meet with the Medical Review Officer and with the Company to explain the test results. There is no guarantee that the candidate's offer of employment will be reinstated.

f. Candidates may request a retest of their positive initial sample within five (5) working days after notification by the Company of a positive test result. This retest of the initial sample at an accredited laboratory of the candidate's choosing is at the expense of the candidate, unless the original test result is called into question by the retest. The Company reserves the right to control and inspect the specimen's continuing chain of custody. If the second test is negative, the candidate will be classified as "meets criteria."

5. "Does Not Meet Criteria"

A candidate will be classified as "does not meet criteria" and will have his/her job offer withdrawn under the following circumstances:

• A positive test result (including re-tests), if the candidate cannot prove that the positive result was caused by a legally obtained drug

• Submitting or attempting to submit an adulterated or substituted specimen • Failure to submit a specimen within 48 hours of the request (or shorter established time

period) • Failure to report for testing

Specimens rated "negative dilute" or "cancelled" will be reviewed on case-by-case basis.

6. Confidentiality Requirements

a. All records concerning test results will be kept confidential with information released only in accordance with local law.

b. Discussions with candidates about the results of their tests shall be considered confidential except that information disclosed in such tests will be communicated to personnel within the Company or within the Lab who need to know such information in order to make decisions regarding the test results or regarding the employment of the individual.

7. Re-Application and Rehire



a. The Company recognizes that an individual who is a rehabilitated drug user or engaged in a supervised drug rehabilitation program and no longer using drugs may be protected under the Americans with Disabilities Act in the U.S. or by local law. Therefore, the Company will consider the applications of candidates who formerly tested positive for drugs if candidates can show evidence of subsequent rehabilitation.

b. Any employee who leaves the Company and who is subsequently rehired within a 30-day period will not require a new drug test. Employees rehired beyond the 30-day will be treated as new hires for the purposes of drug testing.

B. Post-Hire Drug Testing

I. DOT-Regulated Drivers. All Company employees who are subject to the U.S. Department of Transportation (DOT) regulations will be required to submit to random urine drug screenings in accordance with those regulations. Testing may also be required to comply with laws of other countries or to comply with contractual agreements. In accordance with DOT requirements, the Company's third party provider shall completely separate DOT testing from non-DOT tests (e.g. not use a specimen for a DOT test to conduct other types of testing). Drivers subject to DOT regulations remain subject to the testing provisions of this policy. See the Company's Motor Vehicle Safety Policies and Procedures for DOT Compliance for specific testing processes and requirements for commercial drivers.

2. All Employees.

a. An employee may be required to submit to a Urine Drug/Alcohol Screen and/or a Blood Drug/Alcohol Screen for any of the following reasons:

• The employee is involved in a "preventable accident" resulting in injury to any person or major damage. See Preventable Accident Policy for definitions.

• The employee is involved in an accident or incident while operating a powered industrial truck.

• The employee causes or is involved in an accident that causes an injury requiring medical treatment.

• The employee is involved in an accident that results in serious damage to equipment or materials.

• The employee is involved in an accident resulting from failure to use proper safety equipment or procedures.

• The employee engages in threatening or dangerous behavior.

• A supervisor has a reasonable suspicion as defined in this policy that an employee is impaired by or under the infiuence of alcohol or drugs.



b. Any employee who refuses or fails to provide the required blood or urine specimen will be terminated.

c. An employee who tests positive for illegal drugs or alcohol after being required to undergo testing for any of the reasons in subsection a. will be terminated.

d. An employee who tests positive for illegal drugs or alcohol may have the original specimen retested by an accredited laboratory facility of the employee's choice and at the employee's expense. The Company reserves the right to control and inspect the continuing specimen chain of custody. If the second test is negative, the employee is treated as having a negative test result.

3. Reasonable Suspicion Testing

The Company reserves the right to send an employee for drug testing when reasonable suspicion exists that the employee is impaired by or under the infiuence of drugs or alcohol at work.

a. Signs of Impairment/Influence. Behaviors or signs that may be indications that an employee is impaired by or under the infiuence of drugs and/or alcohol include, but are not limited to:

• Odor of alcohol or drugs • Slowed reaction time • Slowed or slurred speech • Impaired coordination, staggering, swaying • Excessive irritability/belligerence • Excessive or rapid talking • Inappropriate, excessive, or uncontrolled laughter or giggling • Inability to sit still/"jittery" • Limited attention span/excessive carelessness • Poor motivation or lack of energy, lethargy; unusual and marked withdrawal from others • Unusually aggressive or manic behavior • Inappropriate or incoherent responses to questions and interactions • Red or red-rimmed or watery eyes, trouble focusing • Presence or possession of drugs, drug paraphernalia, alcohol, or alcohol-related items

such as flasks

b. Determination of Reasonable Suspicion. One sign alone is generally not adequate to determine reasonable suspicion. In most cases, the presence of two or three signs will be present.

4. Procedure for Post-Hire Drug Testing.

a. Notifying HR. If a supervisor believes that an employee is impaired by or under the



influence of alcohol or drugs or if the employee is involved in any of the accidents or incidents listed in 1.a., the supervisor will notify HR. HR will document the reasons for the suspicion or the accident or incident in which the employee was involved. If HR determines that reasonable suspicion exists, or if the employee was involved in any of the accidents or incidents listed in 1.a., HR will follow the procedures below. If the behavior, accident or incident occurs after normal business hours or on a weekend and no one from HR is available either in person or by phone, the supervisor will document the reasons for his/her suspicion or the accident or incident and follow the procedures below.

b. Informing the employee that he or she is going to be tested. HR, or the supervisor if HR is not available, will inform the employee either that the employee is suspected of being under the influence of drugs or alcohol or that the employee was involved in an accident or incident requiring drug testing. HR, or the supervisor if HR is not available, will explain that, according to this policy, the employee is going to be sent for immediate testing. HR or the supervisor will inform the employee of the consequences of a positive test result and will inform the employee that refusing to take the test will result in termination.

i. Admission of illegal drug use or alcohol use. If an employee to be sent for testing admits to the HR Representative or the supervisor that he or she has taken or used an illegal drug, has been drinking alcohol, or will test positive for an illegal drug or alcohol, the HR Representative or supervisor must (a) inform the employee that such an admission will result in the employee's immediate termination and (b) have the employee sign a statement of admission. Upon signing the admission, the employee will be treated as having violated the policy and be subject to termination.

ii. Admission of legal drug use. If an employee to be sent for drug testing admits to the HR Representative or the supervisor that he or she has taken or used a medication or drug for which he or she claims to have a prescription or for which no prescription is required, the employee will still be sent for drug testing.

c. Sending the employee for testing. HR or the supervisor will call the third party provider and send the employee to a network testing site immediately. The Company will pay for a cab to take the employee to the testing place if the testing place is off-site and not within walking distance and to bring the employee back to the work site. The employee is not allowed to drive himself or herself or arrange for other transportation.

i. The employee will be placed on disciplinary suspension from the time he or she is sent for testing until the Company is notified of the results of the test and is not permitted to perform any work. If the test results show that the employee violated this policy, the employee will not be paid for the time on suspension. If the test results show that the employee did not violate this policy, the employee will be paid for the time on suspension.

ii. If the employee refuses to be transported to or from testing, the employee will be terminated immediately.



iii. If the employee refuses to be tested, the employee will be terminated immediately.

d. Documenting the Process.

i. The employee must sign a consent/refusal to consent to testing form and a consent/refusal to consent to transportation form.

ii. HR or the supervisor will complete a "Reasonable Suspicion Drug Testing Report" within 24 hours of sending the employee for testing.

5. Post-Testing Procedure

a. If an employee tests positive for illegal drugs or alcohol, the employee will be terminated immediately.

b. If test results show that an employee has tested positive for a legally obtained drug, the employee will receive a written warning that he or she is not permitted to work while impaired by the legally obtained drug. The employee will be informed that he or she may apply for any applicable leave while the employee is taking the legally obtained drug.

c. An employee who has been warned that he or she may not work while impaired by a legally obtained drug and who is sent a second time lor reasonable-suspicion drug testing will be terminated if the second drug test is positive for the legally obtained drug.

d. Transportation

i. If an employee tests positive for a drug or alcohol, the Company will pay for a cab to take a terminated employee to his or her home.

ii. HR or the supervisor may use judgment to allow a terminated employee to make other arrangements for a ride home if the transportation is immediate and verifiable. Security will escort the employee to the other vehicle. HR or the Supervisor will document the incident on a "Reasonable Suspicion Drug Testing Report" (sample attached).

iii. If the employee refuses the ride home and gets into his or her own car, HR or the supervisor should call security immediately. Security is to guard other employees' safety in the event the employee drives away; security is not to attempt to restrain or prevent the employee from getting in his/her car. HR or the supervisor should warn the employee that the Company will have to call the police if he/she tries to drive. If the employee drives away, HR or the supervisor will call the police and let them know that a driver suspected of being under the infiuence of drugs or alcohol has left the Company's premises. HR or the supervisor will document the incident on the "Reasonable Suspicion Drug Testing Report."


AVAILABLE TREATMENT


The decision to seek diagnosis and accept treatment for any illness is the responsibility of the individual. The Company supports sound treatment efforts, and when appropriate, may implement disciplinary measures to provide motivation to change inappropriate behavior. An employee will not be disciplined or terminated solely because he or she is seeking or has sought treatment for drug or alcohol addiction.

Normal company benefits, such as group medical plans and leave, may be available to assist in the rehabilitation process. The benefits available to employees may vary from facility to facility. Employees should consult with their facility's management concerning available benefits. Additionally, employees addicted to drugs or alcohol may be disabled within the meaning of the Americans with Disabilities Act and may be entitled to reasonable accommodation. See Return to Work and Accommodation Policy for details on requesting an accommodation of an ADA disability. The Company will not permit employees to use treatment and/or rehabilitation efforts to forestall discipline that would otherwise be used due to violations of this policy.

ARREST AND CONVICTION

Any employee convicted under a felony criminal drug statute must notify his supervisor no later than five days after conviction. A driver subject to DOT regulations who is arrested for or charged with driving under the influence of drugs or alcohol or driving while intoxicated must inform his supervisor of the arrest or charge within 24 hours.

CONTACT INFORMATION

Contact your Human Resources Business Partner.


ISSUE DATE: REVISED DATE:


CONSENT TO SUBMIT TO DRUG AND/OR ALCOHOL TESTING

I acknowledge that I have been requested to submit to a Urine Drug/Alcohol Screen and/or a Blood Drug/Alcohol Screen for a reason listed under Chiquita's Drug and Alcohol policy.

Please initial your selection:

__ I consent to submit to drug and/or alcohol testing • I understand that I am under disciplinary suspension while waiting for test results. • I further understand the test results may be released to Chiquita, and the results may be

used as grounds for termination of my employment. • With full knowledge of the foregoing I hereby agree to submit to drug and/or alcohol

testing at Chiquita selected medical clinic(s) and/ or laboratories

__ I refuse to submit to drug and/or alcohol testing • I understand that if I refuse to submit to a drug and/or alcohol test, I will be terminated. • With full knowledge of the foregoing, I refuse to submit to drug and/ or alcohol testing.

Employee Signature Print Date

Supervisor/ Mgr Signature Print Date

HR Signature Print Date

Witness-Signature Witness Name-Please Print Date


ISSUE DATE: REVISED DATE:


CONSENT TO TRANSPORTATION TO DRUG AND/OR ALCOHOL TESTING

I acknowledge that I have been requested to submit to a Urine Drug/Alcohol Screen and/or a Blood Drug/ Alcohol Screen. I acknowledge that I have been informed that I will be transported to a drug and alcohol testing facility by cab or other Company-provided transportation.

Please initial your selection:

__ I consent to transportation to a drug and alcohol testing facility.

__ I refuse to be transported to a drug and alcohol testing facility. I understand that refusal to be transported will result in the termination of my employment.

Employee Signature Print Date

Supervisor/ Mgr Signature Print Date

HR Signature Print Date

Witness-Signature Witness Name-Please Print Date

ALCOHOL AND DRUGS PAGE: 13 of 13 ISSUE DATE: December 1989 REVISED DATE: December 2009

REASONABLE SUSPICION ALCOHOL/DRUG TESTING REPORT

DATE:

Employee:

Person completing report:

BASIS OF REASONABLE SUSPICION: List factors that support reasonable suspicion that employee is under the influence of or impaired by alcohol or drugs:

Observed by: (signature of witness(es))

Note for U.S. drivers: If the employee is a driver whose employment is regulated by the Department of Transportation, the observations must be made by a supervisor or company official specifically trained pursuant to 49 CFR §382. 603.

TESTING FACILITY:

Consent to testing (attach)

Attachment Q-4

We will protect natural ecosystems, including water, soil and air, by implementing sound and safe operating practices.

Section Q.4

Chiquita Is strongly committed to

corporate responsibility and supporting

the communities In places that we do

business. We strongly believe In fairly

balancing the needs and concerns

CODE OF CONDUCT CHIQUITA BRANDS INTERNATIONAL, INC.

of our various stakeholders-all

those who Impact, are Impacted by,

or have a legitimate Interest In our

company's actions and performance.

Integrity and Responsibility for Our Communities

THE LAW

As a global business leader, we need to operate

as a responsible corporate c itizen, complying

with the different laws applicable in the

jurisdictions where we work and live. We cannot

tolerate any illegal activity, from our employees,

suppliers or vendors, for any reason.

COMMITMENT TO OUR COMMUNITIES

We are proud of our long-standing

commitment to improve the quality of life in

the communities in which we live and work,

through our participation in community

projects and philanthropic programs.

We will respect cultural differences and

be responsible corporate citizens of the

communities in which we operate.

Chiquita encourages employees to

become actively involved in community,

volunteer and charitable activities,

especially those that further our employees'

professional growth and development.

committed

commu111ities

PROTECTING THE ENVIRONMENT

We are committed to

protecting natural

ecosystems, including

water, soil and air, by

implementing sound

and safe operating

practices. We will comply

with all relevant environmental laws, rules

and regulations in every jurisdiction, in

which we operate, and we will strive to

exceed these by following internationally

accepted standards where they exist.

Specifically, we continuously seek to:

•

•

•

bala nce operating and

e nvironmental protection goals;

e nsure our employees are

trained w ell and work safely;

Maximize effic ient use of

natura l resources;

• M on itor a nd reduce the environm ental

impact of our act ivities;

•

• • •

Contribute to the protect ion

of biodivers it y ;

Reduce, reuse a nd recyc le;

Support e nvironmental ed ucatio n; and

Improve enviro nmental m anagem ent.

We are working w ith each business unit and

its direct suppliers to have an environmental

management system in p lace to properly

identify and manage environmental priorities

22 CODE OF CONDUCT CHIQUITA BRANDS INTERNATIONAL, INC.

INTEGRITY AND RESPECT FOR OUR COMMUNITIES

and health and safety issues. Whenever

appropriate, we wil l apply the sustainable

agriculture standards developed by the

Rainforest Alliance. We will also work with

suppliers to ensure they adopt sound

environmental practices when providing goods

or services, and will incorporate environmental

considerations into our purchase decisions.

what if ... ?

POLITICAL ACTIVITIES

Chiquita is actively involved in community

and charitable activities. While the laws and

regulations governing political activities by

corporations can be complex, it 's important

to remember that we may not do anything

that would make it appear that Chiquita is

SCENARIO: Sylvia, a Chiquita accountant, reads a news article c laiming that one

of Chiquita's suppliers is violating environmental protection laws. Sylvia knows we

are committed to protecting the environment, but her job responsibilities don 't deal

directly w ith our environmental programs. She figures someone who does deal w ith

this issue directly must have read the article as well so she puts the article aside

and goes about her normal routine. Should Sylvia have done anything differently?

RESOLUTION: Sylvia is not violating any policy or law by not contacting anyone

about the article. However, each of us has a responsib ility to uphold our company's

values and commitments. Instead of ignoring it, Sylvia should share the article

with her supervisor or with the appropriate department so that the matter can be

investigated and, if appropriate, action can

be taken to protect Chiquita and our

commitment to the environment.

23 CODE OF CONDUCT CHIQUITA BRANDS INTERNATIONAL, INC.

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