Sample Business Contracts

Framework Agreement - Sindicato Industrial de Chiriqui Land Company y Empresas Afines, Cooperativa de Servicios Multiples de Puerto Armuelles RL and Puerto Armuelles Fruit Co. Ltd.

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                               FRAMEWORK AGREEMENT

The undersigned, His Excellency, Joaquin Jacome Diez, Minister of Commerce and
Industry of Panama, Jose Morris Quintero, acting as Secretary General of
ARMUELLES, R.L. (Hereinafter "COOSEMUPAR"), George Cameron Forsyth, acting as
General Manager of PUERTO ARMUELLES FRUIT CO., Ltd., Panama branch (Hereinafter
"PAFCO"), before witnesses whose names appear at the bottom of this document;
agree to the following:

PAFCO has communicated to the Republic of Panama, through the Minister of
Commerce, its decision to cease its banana operations in the country. By virtue
of the Operations Contract Number 135, and Lease Contract Number 133 in the
corresponding lease relation between the State and PAFCO, the company has
arranged the transfer of its assets to a new operator.

COOSEMUPAR states that, with the purpose of becoming a new banana operator, it
is interested in acquiring the assets comprised by the banana plantations that
belong to PAFCO, located in the district of Baru, Province of Chiriqui, Republic
of Panama, to continue dedicating those assets to producing and selling bananas
for exportation.

SITRACHILCO states that considering the interest of all the workers it
represents and with the purpose of preserving the source of jobs and
contributing to making all its affiliates associates of COOSEMUPAR, it commits
to facilitate this negotiation in all manners possible.

NOW THEREFORE, the parties agree to the following:

1.      PURCHASE OF ASSETS. COOSEMUPAR agrees to buy and PAFCO agrees to sell
        the banana assets that comprise the plantations belonging to PAFCO in
        the district of Baru, Province of Chiriqui, Republic of Panama, to
        continue dedicating those assets to producing and selling bananas for
        export. In general these assets are banana plants with their pending
        fruit as to the day of transfer, the drainage systems, the irrigation
        systems, the irrigation plants, the fuel storage tanks in Puerto
        Armuelles and the farms, wheeled equipment and field work automobiles,
        access roads to the plantations including bridges, the cable systems,
        the packing stations with all their equipment and their fruit yards, the
        housing or camps that belong to PAFCO, the warehouses and other related
        buildings, the offices, with their equipment and furniture, the
        conference room with all its furniture, the electric grid, the
        facilities and buildings of the old box factory and the workshops
        located on the banana farms including the shops located in Puerto
        Armuelles with their wheeled equipment and in general, any other asset
        that belongs to PAFCO and is not included in point 1.1 of excluded
        assets, therefore, this list is only for illustrative purposes.


        1.1.    EXCLUDED ASSETS. Not withstanding the above and without
                affecting the sale price, the parties agree to exclude the
                following items from the sale: the working capital, bank
                accounts and all inventories of materials and other supplies
                except equipment parts. Also excluded are financial files and
                other legal documents, mail, computer software and other
                intangibles such as software and hardware licenses, intellectual
                property and the assets needed by the fruit buying entities, the
                technical representative and the providers of technical services
                described in point 6 to perform their functions, automobiles and
                motorcycles of the departments of Management, systems [IT] ,
                operation analysis, as well as the office equipment and
                furniture of the departments of management, accounting, systems
                [IT] and operational analysis and legal department, the office
                equipment, furniture and items of the Blair House and the three
                houses of Barrio Las Palmas that are property of PAFCO described
                in Point 1.1 . PAFCO will submit to COOSEMUPAR a definitive list
                of such assets sometime next week. The school and the Las Palmas
                club are also excluded. They will be donated to the board of
                trustees of their current users.

        1.1.1.  USE OF CERTAIN BUILDINGS. While the financing, technical
        services or international banana purchase contracts are in force,
        COOSEMUPAR agrees to give the entities providing technical services and
        the Technical Representative free and pacific use of the following
        buildings: the manager's office, accounting office, legal department,
        information technology, the Blair House, and the three houses located in
        barrio Las Palmas, i.e. the general manager's house, the old Habeche
        house, and the old Dr. Carbono house. COOSEMUPAR will not be responsible
        for the maintenance of these facilities which will be done by the

        1.2.    PRICE AND FORM OF PAYMENT. The total sale price is the sum of
                States of America currency (US$19,800,000.00). The final
                determination of this price will depend on the calculation of
                the severance payments and the transaction of other labor
                contingencies contemplated in point 3 of this agreement, in a
                way that the sale price must always be enough to cover the
                totality of said labor liabilities. The price will be paid at
                the moment of signing the transfer document through a banking
                transfer of immediately available funds to the account in a bank
                in Panama specified by PAFCO.

        1.3.    TERMS OF SALE. The goods included in the sales contract will be
                sold at a fixed price regardless of their amount, location, and
                condition in which they are. For this reason PAFCO will not give
                guarantees of dispossession or latent defect, nor will it be
                obligated to indemnification for said assets.


        1.4.    CIVIL AND COMMERCIAL OBLIGATIONS. COOSEMUPAR will not assume any
                civil or commercial liability originated before the transfer.
                PAFCO will be the only responsible party for paying any civil or
                mercantile debts existing at the time of transfer.

        1.5.    INVENTORIES. PAFCO will sell to COOSEMUPAR, and COOSEMUPAR will
                buy the existing materials and supplies in the warehouses at the
                time of transfer. The price of said materials and supplies will
                be the cost reflected on PAFCO's books. Payment will be made
                over a period of one hundred and twenty days starting the day of
                transfer and will be made through deductions per box based on a
                mutual estimation from boxes that COOSEMUPAR will export during
                those one hundred and twenty days.

        acquire the status of banana operator according to the contracts which
        currently exist between PAFCO and the Republic of Panama; the parties
        agree to proceed to assign Operation Contract No. 135 and the lease
        relation contained in Lease Contract No. 133. This lease relation
        includes the totality of the land currently planted with banana plants,
        as well as the vacant that has no been previously released in favor of
        the State. COOSEMUPAR will assume PAFCO's position in such contracts
        with the same inherent benefits, rights and obligations. The State will
        agree to the assignment and will grant the corresponding releases to


        end all labor contracts in force by legal procedure and agree to
        facilitate all proceedings and necessary actions to transfer operations
        by COOSEMUPAR.

                parties consider that one of the formulas to facilitate the
                termination of the labor contracts is to request authorization
                from the Ministry of Labor to terminate all employees for
                economic reasons. Concurrently or independently, labor
                termination agreements by reciprocal consent and with no
                responsibility by the parties, could be signed.

                3.1.2.  100% OF SEVERANCE PAYMENT. The indemnification to be
                paid due to the termination of the labor contract will be as
                indicated in Article 225 of the Labor Code, without causing
                surcharges, interests or any other surcharge and without
                exceeding 100%. The seniority bonus will also be paid as
                established in Article 224 of the Labor Code.

                3.1.3.  UNION PRIVILEGE. Personnel that enjoy union privilege
                will be paid-off as if it had worked up to January 31, 2005 for
                those who are currently working


                at their positions. Those who stopped working before the signing
                of this agreement will be paid as if they had worked up to
                January 31, 2004. SITRACHILCO will provide PAFCO with the list
                of employees who enjoy union privilege. The costs resulting from
                such payments will be added to the sales price of the assets
                sold according to point 1 above.

                3.1.4   MATERNITY PRIVILEGE. The parties agree that for all the
                ladies that had informed PAFCO about their pregnancy, and
                therefore, are protected by maternity privilege will be rehired
                by COOSEMUPAR without interruption of their rights and
                respecting their maternity benefit.

                3.1.5.  INJURED. Benefits for injured people will be deposited
                at the Ministry of Labor so they can collect their money once
                their situation is defined or when, by mutual agreement, their
                labor relation is concluded.

                3.1.6.  Any amount paid as a consequence of section 3 that
                results in excess of nineteen million eight hundred thousand
                dollars will be for account and cost of COOSEMUPAR, which will
                return the amount paid in excess no later than seven days after
                closing. The parties will agree on the terms of such retention
                and payment. In case PAFCO has to pay less that nine million
                eight hundred thousand dollars for the totality of the sums
                agreed to in section 3, it will return the balance to COOSEMUPAR
                within a period of seven days after closing.

        RELEASES. The parties agree to definitively settle and end as soon as
        possible all the labor processes listed in Attachment A that are pending
        at the time COOSEMUPAR's assumption as new operator takes effect,
        according to the Operation and Lease Contracts.

        PAFCO and SITRACHILCO agree that the totality of the pending case has a
        value equivalent to B/.5,500,000.00. The parties agree to settle for 65%
        of this amount, this is to say the single amount of B/.3,575,000.00,
        including court costs.

        3.3.    RELEASES. SITRACHILCO and COOSEMUPAR will release PAFCO for all
        liabilities contained in Point 3.


                4.1.    LOANS. In order to finance the payment of the sales
                        price for the assets, COOSEMUPAR will obtain two loans
                        as follows:

                4.1.1.  PAFCO will cause an affiliated company to lend
                        COOSEMUPAR up to FIVE MILLION DOLLARS in currency of the
                        United States of America (US$5,000,000.00). Disbursement
                        of this loan will be conditioned to disbursement of
                        funds by the Banco Nacional de Panama according to the
                        loan contract indicated in next paragraph.


                4.1.2.  COOSEMUPAR will negotiate a loan with the Banco Nacional
                        de Panama for the difference between five million
                        dollars and the sales price that finally results.

                4.2.    TERMS AND REPAYMENT. The loans will be for a term of ten
                        years and will earn an interest equivalent to LIBOR plus
                        3% to 4% that will be agreed by the lenders. Both loans
                        will be paid simultaneously by means of the retention of
                        US$0.40 per box of fruit exported under the Fruit
                        Purchase Contract described in next paragraph. This
                        retention will be shared equally by both creditors,
                        US$0.20 per box to each. The loans will allow the
                        accelerated payment of the capital without premiums or
                        penalties. Any acceleration will be shared in equal
                        parts by both creditors. In case the sales price is
                        lower as referenced in point 3.1.6, COOSEMUPAR will give
                        this amount only to the Banco Nacional de Panama as a
                        prepayment for the credit it will negotiate with this
                        bank. Both loan contracts will contain the usual
                        stipulations, guarantees and conditions for this type of
                        financing and will be established by mutual consent of
                        the creditors.

5.      FRUIT PURCHASE CONTRACT. COOSEMUPAR and a purchasing entity affiliated
        to PAFCO will sign an International Banana Purchase Contract according
        to what has been discussed.

6.      AGREEMENT OVER TECHNICAL SERVICES. The parties agree that PAFCO will
        cause one or several of its affiliated entities to provide COOSEMUPAR
        with technical services in the following areas: Financial Services and
        Management Reporting, Logistic Services and Technical Agricultural

                        COOSEMUPAR will have the option of receiving for a
                        period of up to twenty four months, if it were to
                        require it, services in the areas of accounting,
                        information technology and operational analysis. These
                        services could be ended by giving one month notice.
                        COOSEMUPAR agrees to allow the use, free of charge, of
                        the office of operational analysis located in Corredor
                        during the time these services are being provided.

                6.2.    LOGISTIC SERVICES.

                6.2.1.  TRANSPORTATION. COOSEMUPAR will have the option, if it
                        requires it, to contract the transport of the bananas to
                        be exported under the international fruit purchase
                        contract, through an entity affiliated to PAFCO that
                        offers logistic services in Panama. If COOSEMUPAR
                        decides to contract the transport on their own, the
                        transportation company must fulfill all requirements
                        established by the fruit buyer with respect to quality
                        and safety in transportation in order to protect the
                        fruit, the chassis and the containers. COOSEMUPAR agrees
                        to honor PAFCO's current transport contracts which will
                        expire at the end of November, 2003.


                6.2.2.  YARD AND STOWING. COOSEMUPAR and the entity affiliated
                        to PAFCO that offers logistic services in Panama will
                        agree on a contract so the later provides fruit yard and
                        stowing services. The contract for the yard and stowing
                        services will be in force for the same period of time as
                        the international fruit purchase contract described in
                        point 5 above.

                6.3.    AGRICULTURAL SUPPORT SERVICE. As a requisite for
                        financing, COOSEMUPAR and an entity affiliated to PAFCO
                        will enter into a contract for agricultural support in
                        the areas of diseases and pests, nutrition, irrigation
                        and drainage, and pre and post harvest agricultural
                        practices, and it will be in force while the debt
                        between COOSEMUPAR and the creditor entity, subsidiary
                        of Chiquita Brands International has payments pending.
                        The entity providing these services will present to
                        COOSEMUPAR a profile of the technicians to use and the
                        estimate of the cost of their services, taking into
                        account the economic capacity of COOSEMUPAR's. In case
                        there are objective reasons to object to the services of
                        one of the technicians providing services to COOSEMUPAR,
                        it will notify the service entity so it can take the
                        appropriate measures.


                6.4.1.  All financial and agricultural services to be provided
                        according to the contracts mentioned in point 6 will be
                        provided at cost.

                6.4.2.  Yard and stowing services will be charged at cost. The
                        logistic transportation service will be offered at
                        competitive prices.

                6.4.3.  In no case could it be interpreted that providing
                        agricultural support services implies an assumption of
                        responsibility by the entities providing the technical
                        service. On the contrary, the parties recognize that
                        COOSEMUPAR, as the proprietor, will be the sole
                        administrator of its operations with full authority and
                        full responsibility in making decisions related to the
                        management of their banana for export producing
                        operations and its other activities.

                6.4.4.  Any technical service contract can be extended upon
                        expiration by mutual agreement of the parties.


                        declares that all PAFCO workers have the right to become
                        members of the coop once they have fulfilled the
                        requirements of the law and articles of association of
                        the coop.



                        AND RELEASE. The Ministry of Commerce and Industry will
                        recommend the Council of the Cabinet to proceed to
                        formally recognize COOSEMUPAR as a competent banana
                        operator. Such recognition is a prerequisite to
                        acquiring the assets described in point 1 above. This
                        recognition will be made in order for COOSEMUPAR to take
                        advantage, as assignee of the Operations Contract number
                        135, of the concessions and benefits inherent to such

                        previous step to the definitive cease of operations and
                        sale of its assets, PAFCO will request formal
                        authorization from the competent authorities of the
                        Republic of Panama to end the totality of the labor
                        contracts in all its operations in the country for
                        economic causes. SITRACHILCO agrees to facilitate and
                        accelerate this legal process, easing PAFCO's
                        pretensions and procuring acceptance of the terminations
                        by its members. The authorization to terminate must be
                        issued by the labor authorities and executed by the
                        company before PAFCO and COOSEMUPAR can proceed to the
                        sale of the assets referred to in point 1 and before
                        COOSEMUPAR can sign the international banana purchase
                        contract to which point 5 refers.

                7.4.    PLEDGE OF BANK FINANCING. As a condition prior to the
                        conclusion of the purchase of the assets to which point
                        1 makes reference and the duration of the international
                        banana purchase contract to which point 5 refers,
                        COOSEMUPAR must be sure it has the necessary financing
                        commitment by the Banco Nacional de Panama to finance
                        the purchase of the assets and for the necessary working
                        capital to operate COOSEMUPAR's banana business. PAFCO
                        guarantees that its affiliate in charge of lending the
                        five million dollars to finance part of the sale price
                        of the assets, will sign the respective loan contract
                        jointly with the signing of the loans granted by the
                        Banco Nacional de Panama.


                7.5.1.  CERTAIN RELEASES. Before signing the sale of the assets,
                        at the latest, PAFCO will give COOSEMUPAR the documents
                        proving PAFCO is up to date in its obligations relative
                        to its contracts with the IDAAN for water supply and its
                        electrical supply contract with the corresponding
                        company. COOSEMUPAR and PAFCO will agree to
                        simultaneously and respectively exchange connection and
                        disconnection letters with the purpose of assuring
                        uninterrupted services.

                7.5.2.  BLUEPRINTS AND DOCUMENTS. PAFCO will hand over at the
                        latest on the day of the signing of the asset sales
                        contract, the blueprints to the farms, all engineering
                        files, and other documents which are useful for


                7.5.3.  VISITS AND INSPECTIONS. With the goal of facilitating a
                        greater familiarization with the assets to be acquired,
                        PAFCO will coordinate a previous inspection of the
                        assets with COOSEMUPAR's representatives, if it is
                        requested. Both parties are aware of the fact that this
                        is a working operation, such inspections must be
                        performed in a way that they cause the least disruption
                        to the operation of the parts as possible.

                7.6.    ELIMINATION OF THE LIST OF COMPLAINTS. With the signing
                of this agreement, SITRACHILCO agrees to remove the list of
                complaints currently being processed at the Direccion Regional
                de Trabajo de Chiriqui. To this effect it will perform all
                necessary actions as soon as possible.

Signed at the Ministry of Commerce and Industry on April 25, 2003