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                                                                    EXHIBIT 10.9


                      FOURTH AMENDMENT TO CREDIT AGREEMENT


                  FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of February 27, 2004, among DHM HOLDING COMPANY, INC., a Delaware corporation
("Holdings"), DOLE FOOD COMPANY, INC., a Delaware corporation (the "U.S.
Borrower"), SOLVEST LTD., a corporation organized under the laws of Bermuda (the
"Bermuda Borrower" and, together with the U.S. Borrower, the "Borrowers"), the
Lenders from time to time party to the Credit Agreement, DEUTSCHE BANK AG NEW
YORK BRANCH, as Administrative Agent (in such capacity, the "Administrative
Agent"), BANC OF AMERICA SECURITIES LLC and THE BANK OF NOVA SCOTIA, as
Co-Syndication Agents (in such capacity, each, a "Co-Syndication Agent" and,
collectively, the "Co-Syndication Agents"), FLEET NATIONAL BANK and SOCIETE
GENERALE, as Co-Documentation Agents (in such capacity, each, a
"Co-Documentation Agent" and, collectively, the "Co-Documentation Agents") and
DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC and THE BANK OF
NOVA SCOTIA, as Joint Lead Arrangers and Joint Book Running Managers (in such
capacity, each, a "Joint Lead Arranger" and, collectively, the "Joint Lead
Arrangers"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings provided such terms in the Credit Agreement.


                              W I T N E S S E T H:

                  WHEREAS, Holdings, the Borrowers, the Lenders, the Agents and
the Joint Lead Arrangers are parties to a Credit Agreement, dated as of March
28, 2003 (as amended, modified and/or supplemented from time to time to, but not
including, the date hereof, the "Credit Agreement"); and

                  WHEREAS, subject to the terms and conditions of this
Amendment, the parties hereto wish to amend the Credit Agreement as herein
provided;

                  NOW, THEREFORE, it is agreed:


I.   Amendments to Credit Agreement.

     1. Notwithstanding anything to the contrary contained in the Credit
Agreement (including Sections 9.02, 9.05 and 9.17 thereof), Holdings may (x)
form Intermediate Holdco (which shall be (and at all times remain) a
Wholly-Owned Subsidiary of Holdings), (y) form Corporate Holdco (which shall be
(and at all times remain) a Wholly-Owned Subsidiary of Intermediate Holdco) and
(z) contribute all of the capital stock of the U.S. Borrower and Corporate
Holdco to Intermediate Holdco as a common equity contribution, so long as
substantially concurrently with such formation and contribution, (i)
Intermediate Holdco shall have become a party to the Credit Agreement, the U.S.
Security Agreement, the U.S. Pledge Agreement and the Intercompany Subordination
Agreement pursuant to documentation in form

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and substance satisfactory to the Administrative Agent, (ii) Corporate Holdco
shall have become a party to the U.S. Subsidiaries Guaranty, the U.S. Security
Agreement, the U.S. Pledge Agreement and the Intercompany Subordination
Agreement pursuant to documentation in form and substance satisfactory to the
Administrative Agent, (iii) all of the Equity Interests of Intermediate Holdco
shall have been pledged by Holdings in favor of the Collateral Agent pursuant to
the U.S. Pledge Agreement, (iv) all of the capital stock of the U.S. Borrower
and Corporate Holdco shall have been pledged by Intermediate Holdco in favor of
the Collateral Agent pursuant to the U.S. Pledge Agreement, (v) the
Administrative Agent shall have received from Paul, Hastings, Janofsky & Walker
LLP, special counsel to the Credit Parties, an opinion addressed to each Agent,
the Collateral Agent and each of the Lenders and dated the Fourth Amendment
Effective Date, covering such matters relating to this Amendment and the
transactions contemplated thereby as may be reasonably requested by the
Administrative Agent and otherwise in form and substance satisfactory to the
Administrative Agent and (vi) each of Intermediate Holdco and Corporate Holdco
shall have taken all other actions as would otherwise have been required to be
taken by it pursuant to Section 5 of the Credit Agreement if Intermediate Holdco
or Corporate Holdco, as the case may be, had been a U.S. Credit Party on the
Initial Borrowing Date (the conditions described in preceding clauses (i)
through (vi), collectively, the "Holdco Contribution Requirements").

     2. The first paragraph of the Credit Agreement is hereby amended by
inserting the text "DOLE HOLDING COMPANY, LLC, a Delaware limited liability
company ("Intermediate Holdco")," immediately prior to the text "DOLE FOOD
COMPANY, INC." appearing in said paragraph.

     3. Section 4.02(c) of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 4.02(c) in
lieu thereof:

          "(c) In addition to any other mandatory repayments or commitment
     reductions pursuant to this Section 4.02, on each date on or after the
     Effective Date upon which Holdings or any of the its Subsidiaries receives
     Net Sale Proceeds from any Asset Sale, an amount equal to 100% of the Net
     Sale Proceeds from such Asset Sale shall be applied as a mandatory
     repayment and/or commitment reduction in accordance with the requirements
     of Sections 4.02(h) and (i); provided that (i) with respect to Net Sale
     Proceeds (other than (x) Net Sale Proceeds from any Contemplated Asset Sale
     consummated in accordance with the requirements of Section 9.02(xviii) and
     (y) any Net Sale Proceeds from the sale of any Principal Property pursuant
     to Section 9.02(xix)) received by Holdings or any of its Subsidiaries in
     any Fiscal Year of Holdings not to exceed (in the aggregate) $25,000,000,
     such Net Sale Proceeds shall not give rise to a mandatory repayment and/or
     commitment reduction on such date as otherwise required above, so long as
     no Specified Default and no Event of Default exists at the time such Net
     Sale Proceeds are received and an Authorized Officer of Holdings or the
     U.S. Borrower has delivered a certificate to the Administrative Agent on or
     prior to such date stating that such Net Sale Proceeds shall be used (or
     contractually committed to be used) to purchase capital assets used or to
     be used in a Permitted Business within 360 days following the date of
     receipt of such Net Sale Proceeds from such Asset Sale (which certificate
     shall set forth the estimates of the proceeds to be so expended); provided,
     however, that (I) if all or any portion of such Net Sale Proceeds are not
     so used within such 360-day period (or contractually committed within such
     period to be used), such remaining portion shall be applied on the last day
     of such period as a mandatory repayment as provided above (without giving
     effect to the immediately preceding


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     proviso) and (II) if all or any portion of such Net Sale Proceeds are not
     required to be applied on the last day of such 360-day period referred to
     in clause (I) of this proviso because such amount is contractually
     committed within such period to be used and then either (A) subsequent to
     such date such contract is terminated or expires without such portion being
     so used or (B) such contractually committed portion is not so used within
     six months after the last day of such 360-day period referred to in clause
     (I) of this proviso, such remaining portion, in the case of either of the
     preceding clauses (A) or (B), shall be applied as a mandatory repayment as
     provided above (without giving effect to the immediately preceding proviso)
     and (ii) with respect to Net Sale Proceeds received by Holdings or any of
     its Subsidiaries from an individual Asset Sale not to exceed $10,000,000,
     such Net Sale Proceeds in an aggregate amount (for all such individual
     Asset Sales) in any Fiscal Year of Holdings not to exceed $25,000,000,
     shall not give rise to a mandatory repayment and/or commitment reduction on
     such date as otherwise required above, so long as no Specified Default and
     no Event of Default exists at the time such Net Sale Proceeds are received
     (it being understood that, in connection with the receipt of eligible Net
     Sale Proceeds from a given Asset Sale, the U.S. Borrower may elect to
     utilize the reinvestment exemption set forth in clause (i) above or the
     non-reinvestment exemption set forth in clause (ii) above). Notwithstanding
     anything to the contrary contained in this Section 4.02(c), (x) if the
     Holdings Senior Notes Documents (after the execution and delivery thereof),
     the Intermediate Holdco Senior Notes Documents (after the execution and
     delivery thereof), the New Senior Notes Documents, the New 2010 Senior
     Notes Documents or the Existing Senior Notes Documents permit a lesser
     amount to be retained or reinvested, or have a shorter reinvestment period,
     than is provided above with respect to any Asset Sales, then such lesser
     permitted retained or reinvestment amount, and/or shorter reinvestment
     period, as the case may be, shall be applicable for purposes of this
     Section 4.02(c) so long as the Holdings Senior Notes, Intermediate Holdco
     Senior Notes, New Senior Notes, New 2010 Senior Notes or such Existing
     Senior Notes, as the case may be, remain outstanding, and (y) in no event
     shall Holdings or any of its Subsidiaries use any proceeds from any Asset
     Sale to make any voluntary or mandatory repayment or prepayment of Holdings
     Senior Notes, Intermediate Holdco Senior Notes, New Senior Notes, New 2010
     Senior Notes or Existing Senior Notes and, before any such obligation to
     use such proceeds to make such repayment shall arise, Holdings or the
     respective Subsidiary shall reinvest the respective amounts as permitted
     above in this Section 4.02(c) or apply such proceeds as a mandatory
     prepayment in accordance with requirements of Sections 4.02(h) and (i).".

     4. Section 4.02(d) of the Credit Agreement is hereby amended by deleting
the text "on the Effective Date" appearing in clause (i) of said Section and
inserting the text "on the Fourth Amendment Effective Date (except for the
Indebtedness described in Section 9.04(xvi)(V))" in lieu thereof.

     5. Section 4.02(e) of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing prior to the text "(ii) the sale" and
inserting a comma in lieu thereof and (ii) inserting the text "and (iii) an
Excluded Equity Event" immediately after the text "$2,000,000 in any Fiscal Year
of Holdings" appearing in said Section.


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     6. Section 7.03 of the Credit Agreement is hereby amended by deleting the
text "and the other Existing Indebtedness Agreements" appearing in clause (ii)
of said Section and inserting the text ", the other Existing Indebtedness
Agreements and, on and after the execution and delivery thereof, the Holdings
Senior Notes Indenture and the Intermediate Holdco Senior Notes Indenture" in
lieu thereof.

     7. Section 7.25(b) of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 7.25(b) in
lieu thereof:

          "(b) Holdings has no significant assets (other than (w) the Equity
     Interests of Intermediate Holdco, (x) after the issuance thereof, the
     Equity Interests of each of the Unrestricted Wellbeing Joint Ventures, (y)
     Intercompany Notes evidencing intercompany loans permitted to be made by
     Holdings pursuant to Section 9.05, and (z) immaterial assets used for the
     performance of those activities permitted to be performed by Holdings
     pursuant to Section 9.01(b)) or liabilities (other than under this
     Agreement and the other Documents to which it is a party (including, on and
     after the execution and delivery thereof, the Holdings Senior Notes
     Documents), those liabilities permitted to be incurred by Holdings pursuant
     to Section 9.01(b) and, as and when issued from time to time in accordance
     with the terms of this Agreement, under Shareholder Subordinated Notes).".

     8. Section 7.25 of the Credit Agreement is hereby further amended by
inserting the following new clauses (d) and (e) at the end of said Section:

          "(d) Intermediate Holdco has no significant assets (other than the
     capital stock of the U.S. Borrower and Corporate Holdco, Intercompany Notes
     evidencing intercompany loans permitted to be made by Intermediate Holdco
     pursuant to Section 9.05 and immaterial assets used for the performance of
     those activities permitted to be performed by Intermediate Holdco pursuant
     to Section 9.01(j)) or liabilities (other than under this Agreement and the
     other Documents to which it is a party (including, on and after the
     execution and delivery thereof, the Intermediate Holdco Senior Notes
     Documents) and those liabilities permitted to be incurred by Intermediate
     Holdco pursuant to Section 9.01(j)).

          (e) Corporate Holdco has no significant assets (other than immaterial
     assets used for the performance of those activities permitted to be
     performed by Corporate Holdco pursuant to Section 9.01(k)) or liabilities
     (other than under this Agreement and the other Documents to which it is a
     party (including, on and after the execution and delivery thereof, the
     Intermediate Holdco Senior Notes Documents) and those liabilities permitted
     to be incurred by Corporate Holdco pursuant to Section 9.01(k)).".

     9. Section 8.01(b) of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 8.01(b) in
lieu thereof:

          "(b) Quarterly Financial Statements. Within 45 days after the close of
     the first three quarterly accounting periods in each Fiscal Year of the
     U.S. Borrower, (i) (x) the consolidated balance sheet of Holdings (or,
     after the Fourth Amendment Effective Date, the U.S. Borrower) and its
     Consolidated Subsidiaries


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     as at the end of such quarterly accounting period and the related
     consolidated statements of income and of cash flows for such quarterly
     accounting period and for the elapsed portion of the Fiscal Year ended with
     the last day of such quarterly accounting period, in each case (commencing
     with the financial statements to be delivered in respect of the 1st Fiscal
     Quarter of Fiscal Year 2004) setting forth comparative figures for the
     corresponding quarterly accounting period in the prior Fiscal Year and the
     budgeted figures for such quarterly period as set forth in the respective
     financial projections theretofore delivered pursuant to Section 8.01(d)
     (unless such quarterly period occurs prior to the delivery (or required
     delivery) of the first financial projections pursuant to Section 8.01(d)
     which include such quarterly accounting period), (y) the consolidated
     balance sheet of each Business Segment as at the end of such quarterly
     accounting period and the related consolidated statement of income of such
     Business Segment for such quarterly accounting period and for the elapsed
     portion of the Fiscal Year ended with the last day of such quarterly
     accounting period, in each case (commencing with the financial statements
     to be delivered in respect of the 1st Fiscal Quarter of Fiscal Year 2004)
     setting forth comparative figures for the corresponding quarterly
     accounting period in the prior Fiscal Year, and (z) commencing with the 3rd
     Fiscal Quarter of Fiscal Year 2003, the consolidated balance sheets of the
     U.S. Dole Group and the Non-U.S. Dole Group as at the end of such quarterly
     accounting period and the related consolidated statements of income of each
     such group for such quarterly accounting period and for the elapsed portion
     of the Fiscal Year ended with the last day of such quarterly accounting
     period, all of the foregoing of which shall be in reasonable detail and, in
     the case of the financial statements described in subclause (x) above, be
     certified by the senior financial officer or other Authorized Officer of
     Holdings or the U.S. Borrower that they fairly present in all material
     respects in accordance with U.S. GAAP the financial condition of Holdings
     (or, after the Fourth Amendment Effective Date, the U.S. Borrower) and its
     Consolidated Subsidiaries as of the dates indicated and the results of
     their operations and/or changes in their cash flows for the periods
     indicated, subject to normal year-end audit adjustments and the absence of
     footnotes and (ii) management's discussion and analysis of the important
     operational and financial developments during such quarterly accounting
     period; provided, however, that for any quarterly accounting period for
     which the U.S. Borrower has filed a Form 10-Q Report with the SEC and the
     Chief Financial Officer or other Authorized Officer of Holdings has
     delivered to the Administrative Agent a certificate certifying that the
     Parent Business Condition has been satisfied for such quarterly accounting
     period, the furnishing of (I) the U.S. Borrower's Form 10-Q Report filed
     with the SEC for such quarterly accounting period and (II) the consolidated
     balance sheet of each Business Segment as at the end of such quarterly
     accounting period and the related consolidated statement of income of such
     Business Segment for such quarterly accounting period, shall satisfy the
     requirements of subclause (i) and (ii) of this Section 8.01(b).".


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     10. Section 8.01(c) of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 8.01(c) in
lieu thereof:

          "(c) Annual Financial Statements. Within 90 days after the close of
     each Fiscal Year of the U.S. Borrower, (i) (x) the consolidated balance
     sheet of Holdings (or, after the Fourth Amendment Effective Date, the U.S.
     Borrower) and its Consolidated Subsidiaries as at the end of such Fiscal
     Year and the related consolidated statements of income and stockholders'
     equity and of cash flows for such Fiscal Year and (and commencing with the
     financial statements to be delivered in respect of Fiscal Year 2004)
     setting forth comparative consolidated figures for the preceding Fiscal
     Year and comparable budgeted figures for such Fiscal Year as set forth in
     the respective financial projections delivered pursuant to Section 8.01(d),
     (y) the consolidated balance sheet of each Business Segment as at the end
     of such Fiscal Year and the related consolidated statements of income of
     each Business Segment for such Fiscal Year and (commencing with the
     financial statements to be delivered in respect of Fiscal Year 2004)
     setting forth comparative consolidated figures for the preceding Fiscal
     Year and (z) the consolidated balance sheet of each of the U.S. Dole Group
     and the Non-U.S. Dole Group as at the end of such Fiscal Year and the
     related consolidated statements of income of each such group for such
     Fiscal Year and (commencing with the financial statements to be delivered
     in respect of Fiscal Year 2004) setting forth comparative consolidated
     figures for the preceding Fiscal Year, (ii) in the case of the financial
     statements referred to in subclause (i)(x) above (except for such
     comparable budgeted figures), together with a certification by Deloitte &
     Touche LLP or such other independent certified public accountants of
     recognized national standing as shall be acceptable to the Administrative
     Agent, in each case to the effect that (I) such statements fairly present
     in all material respects the financial condition of Holdings (or, after the
     Fourth Amendment Effective Date, the U.S. Borrower) and its Consolidated
     Subsidiaries as of the dates indicated and the results of their operations
     and changes in financial position for the periods indicated in conformity
     with U.S. GAAP applied on a basis consistent with prior years and (II) in
     the course of its regular audit of the business of Holdings (or, after the
     Fourth Amendment Effective Date, the U.S. Borrower) and its Consolidated
     Subsidiaries, which audit was conducted in accordance with U.S. GAAP (and
     made without qualification or expression of uncertainty, in each case as to
     going concern), no Default or Event of Default which has occurred and is
     continuing has come to their attention or, if such a Default or an Event of
     Default has come to their attention, a statement as to the nature thereof,
     and (iii) management's discussion and analysis of the important operational
     and financial developments during such Fiscal Year; provided, however, that
     for any Fiscal Year for which the U.S. Borrower has filed a Form 10-K
     Report with the SEC and the Chief Financial Officer or other Authorized
     Officer of Holdings has delivered to the Administrative Agent a certificate
     (x) certifying that the Parent Business Condition has been satisfied during
     such Fiscal Year and (y) setting forth the aggregate amount of Dividends
     paid to Holdings by the U.S. Borrower during such Fiscal Year pursuant to
     Sections 9.06(iii), (iv) and (v), the furnishing of (I) the U.S. Borrower's
     Form 10-K Report filed with the SEC for such Fiscal Year and (II) the
     consolidated balance sheet of each Business Segment as at the end of such
     Fiscal Year and the related consolidated statement of income of such
     Business Segment for such Fiscal Year, shall satisfy the requirements of
     subclause (i) and (iii) of this Section 8.01(c).".


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     11. Section 8.01(d) of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 8.01(d) in
lieu thereof:

          "(d) Financial Projections, etc. Not more than 45 days after the
     commencement of each Fiscal Year of the U.S. Borrower (beginning with
     Fiscal Year 2004), financial projections in form reasonably satisfactory to
     the Administrative Agent (including projected statements of income, sources
     and uses of cash and balance sheets, taking into account any Significant
     Asset Sales intended to be consummated during such Fiscal Year) prepared by
     Holdings (or, after the Fourth Amendment Effective Date, the U.S. Borrower)
     (i) for each of the four Fiscal Quarters of such Fiscal Year prepared in
     detail and (ii) for each of the immediately succeeding three Fiscal Years
     prepared in summary form, in each case, on a consolidated basis, for
     Holdings (or, after the Fourth Amendment Effective Date, the U.S. Borrower)
     and its Consolidated Subsidiaries and setting forth, with appropriate
     discussion, the principal assumptions upon which such financial projections
     are based.".

     12. Section 8.01(e) of the Credit Agreement is hereby amended by deleting
the text "Fiscal Year of Holdings" appearing in clause (y) of said Section and
inserting the text "Fiscal Year of the U.S. Borrower" in lieu thereof.

     13. Section 8.01(f) of the Credit Agreement is hereby amended by deleting
the text "or Existing Senior Notes Document" appearing in clause (y) of said
Section and inserting the text ", Existing Senior Notes Document or, on and
after the execution and delivery thereof, any Holdings Senior Notes Document or
any Intermediate Holdco Senior Notes Document" in lieu thereof.

     14. Section 8.01(k) of the Credit Agreement is hereby amended by deleting
the text "Fiscal Year of Holdings" appearing in said Section and inserting the
text "Fiscal Year of the U.S. Borrower" in lieu thereof.

     15. Section 8.14(a) of the Credit Agreement is hereby amended by (i)
deleting the text "(x) Holdings" appearing in said Section and inserting the
text "(w) Holdings shall at all times own directly 100% of the Equity Interests
of Intermediate Holdco, (x) Intermediate Holdco" in lieu thereof and (ii)
inserting the text "Corporate Holdco and" immediately prior to the text "the
U.S. Borrower (other than Qualified" appearing in said Section.

     16. Section 8.15(a) of the Credit Agreement is hereby amended by inserting
the text "; provided however that so long as the Maximum Permitted Consideration
payable in connection with the proposed Permitted Acquisition, when combined
with the Maximum Permitted Consideration paid in connection with all other
Permitted Acquisitions consummated in the same Fiscal Quarter as such proposed
Permitted Acquisition, does not exceed $25,000,000, the officer's certificate
required to be delivered pursuant to clause (xii) above shall not be required to
include the calculations required by clauses (iii) and (iv) above" immediately
preceding the period at the end of said Section.

     17. Section 8.20 of the Credit Agreement is hereby amended by (i) deleting
the text "U.S. Borrower" appearing in clause (a) of said Section and inserting
the text


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"Intermediate Holdco" in lieu thereof, (ii) inserting the text ", in each case
except to the extent received in connection with an Excluded Equity Event"
immediately prior to the period at the end of clause (a) of said Section and
(iii) inserting the following new clause (d) at the end of said Section:

          "(d) Intermediate Holdco will contribute as an equity contribution to
     the capital of the U.S. Borrower upon its receipt thereof, any cash
     proceeds (net of reasonable costs associated with such sale or issuance)
     received by Intermediate Holdco from any sale or issuance of its Equity
     Interests or any cash capital contributions received by Intermediate
     Holdco, in each case except to the extent received in connection with an
     Excluded Equity Event.".

     18. Section 9.01(b) of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 9.01(b) in
lieu thereof:

          "(b) Notwithstanding the foregoing, Holdings will not engage in any
     business and will not own any significant assets (other than its ownership
     of (x) the Equity Interests of Intermediate Holdco, (y) Intercompany Notes
     evidencing intercompany loans permitted to be made by it pursuant to
     Section 9.05 and (z) after the issuance thereof, the Equity Interests of
     each of the Unrestricted Wellbeing Joint Ventures) or have any liabilities
     (other than those liabilities for which it is responsible under this
     Agreement, the Documents to which it is a party, any Shareholder
     Subordinated Note and any Intercompany Note evidencing an intercompany loan
     permitted to be incurred by Holdings pursuant to Section 9.05); provided
     that Holdings may (i) issue Shareholder Subordinated Notes, shares of
     Holdings Common Stock and options and warrants to purchase Holdings Common
     Stock, (ii) engage in those activities associated with expenses indirectly
     paid with Dividends made to it by Intermediate Holdco pursuant to Section
     9.06(iv), (iii) engage in those activities associated with the purchase and
     ownership of the Equity Interests of the Unrestricted Wellbeing Joint
     Ventures permitted pursuant to Section 9.05(xxiv) and (iv) engage in those
     activities that are incidental to (x) the maintenance of its corporate
     existence in compliance with applicable law, (y) legal, tax and accounting
     matters in connection with any of the foregoing activities and (z) the
     entering into, and performing its obligations under, this Agreement and the
     other Documents to which it is a party.".

     19. Section 9.01 of the Credit Agreement is hereby further amended by
inserting the following new clauses (i), (j) and (k) immediately following
clause (h) of said Section:

          "(i) Holdings shall not permit any Unrestricted Wellbeing Joint
     Venture to engage in any business other than the development, construction
     and operation of a well being center/hotel/spa/conference center/studio and
     reasonably related extensions thereof (including the promotion of
     nutritional education, production and distribution of nutrition- or
     health-oriented programming on cable television and the sale of educational
     videos).


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          (j) Notwithstanding the foregoing, Intermediate Holdco will not engage
     in any business and will not own any significant assets (other than its
     ownership of the capital stock of the U.S. Borrower and Corporate Holdco
     and Intercompany Notes evidencing intercompany loans permitted to be made
     by it pursuant to Section 9.05) or have any liabilities (other than those
     liabilities for which it is responsible under this Agreement, the Documents
     to which it is a party and any Intercompany Note evidencing an intercompany
     loan permitted to be incurred by it pursuant to Section 9.05); provided
     that Intermediate Holdco may (i) engage in those activities associated with
     expenses paid with Dividends made by the U.S. Borrower pursuant to Section
     9.06(iv) and (ii) engage in those activities that are incidental to (x) the
     maintenance of its corporate existence in compliance with applicable law,
     (y) legal, tax and accounting matters in connection with any of the
     foregoing activities and (z) the entering into, and performing its
     obligations under, this Agreement and the other Documents to which it is a
     party.

          (k) Notwithstanding the foregoing, Corporate Holdco will not engage in
     any business and will not own any significant assets or have any
     liabilities (other than those liabilities for which it is responsible under
     this Agreement and the Documents to which it is a party); provided that
     Corporate Holdco may (i) engage in those activities associated with
     expenses indirectly paid with Dividends made by the U.S. Borrower pursuant
     to Section 9.06(iv) and (ii) engage in those activities that are incidental
     to (x) the maintenance of its corporate existence in compliance with
     applicable law, (y) legal, tax and accounting matters in connection with
     any of the foregoing activities and (z) the entering into, and performing
     its obligations under, this Agreement and the other Documents to which it
     is a party.".

     20. Section 9.02(viii) of the Credit Agreement is hereby amended by
deleting the text "(other than Holdings)" appearing in said Section and
inserting the text "(other than Holdings, Intermediate Holdco and Corporate
Holdco)" in lieu thereof.

     21. Section 9.02(xviii) of the Credit Agreement is hereby amended by
deleting the text "as required by Section 4.02(c); and" appearing in said
Section and inserting the text "as, and to the extent, required by Section
4.02(c);" in lieu thereof.

     22. Section 9.02(xix) of the Credit Agreement is hereby amended by deleting
the text "in accordance with the requirements of Section 4.02(c) (without giving
effect to any reinvestment rights contained therein)." appearing in said Section
and inserting the text "as, and to the extent, required by Section 4.02(c) (but
without giving effect to any reinvestment rights contained therein); and" in
lieu thereof.

     23. Section 9.02 of the Credit Agreement is hereby further amended by
inserting the following new clause (xx) immediately following clause (xix) of
said Section:

          "(xx) any U.S. Credit Party (other than Holdings, Intermediate Holdco
     and Corporate Holdco) and any Castle & Cooke Affiliate may effectuate a
     "like-kind-exchange of assets" (as such term is defined in the Code)
     pursuant to which (x) such Castle & Cooke Affiliate shall transfer to such
     U.S. Credit Party title to the Westlake Village Property and (y) such U.S.
     Credit Party shall transfer to such Castle & Cooke


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     Affiliate title to Real Property owned by such U.S. Credit Party (the
     "Westlake Transfer Property") with a Fair Market Value equal to the Fair
     Market Value of the Westlake Village Property, in each case as determined
     in good faith by the U.S. Borrower; provided that (A) no consideration
     (other than the Westlake Transfer Property) shall be payable by any U.S.
     Credit Party to any Castle & Cooke Affiliate in connection with such
     transaction and (B) within 30 days of such "like-kind-exchange" (or such
     later date agreed to by the Collateral Agent in its sole discretion) (1)
     the relevant U.S. Credit Party shall grant to the Collateral Agent a
     mortgage in the Westlake Village Property pursuant to documentation
     substantially in the form of a relevant existing Mortgage (or in such other
     form as is reasonably satisfactory to the Administrative Agent) which shall
     constitute a valid and enforceable first priority perfected Lien, superior
     to and prior to the rights of all third Persons and subject to no other
     Liens (except as permitted by Section 9.03) in favor of the Collateral
     Agent (or such other trustee or sub-agent as may be required or desired
     under local law), (2) such documentation shall be duly recorded or filed in
     such manner and in such places as are required by law to create, maintain,
     effect, preserve, maintain and protect the Lien in favor of the Collateral
     Agent required to be granted pursuant to such documentation and (3) all
     taxes, fees and other charges payable in connection therewith shall be paid
     in full (it being understood and agreed that failure to comply with
     preceding subclause (B) within the time frame required thereby shall, after
     30 days written notice from the Collateral Agent and failure to cure,
     constitute an Event of Default for all purposes of the Credit Documents).".

     24. Section 9.04(v) of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 9.04(v) in
lieu thereof:

          "(v) intercompany Indebtedness of (w) the U.S. Borrower and its
     Subsidiaries to the extent permitted by Sections 9.05(vi) and (xvii), (x)
     the U.S. Borrower owed to Intermediate Holdco to the extent permitted by
     Section 9.05(xxvi), (y) Intermediate Holdco owed to the U.S. Borrower or
     Holdings to the extent permitted by Section 9.05(xxv) or (xxvi), as the
     case may be, and (z) Holdings owed to Intermediate Holdco to the extent
     permitted by Section 9.05(xxv);".

     25. Section 9.04(xvi) of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (IV) of said Section and
inserting a comma in lieu thereof and (ii) inserting the following text
immediately preceding the semi-colon at the end of said Section:

     ", (VI) unsecured Indebtedness of Holdings under the Holdings Senior Notes
     and the other Holdings Senior Notes Documents in an aggregate principal
     amount at any time outstanding not to exceed, when added to the aggregate
     outstanding principal amount of the Indebtedness of Intermediate Holdco
     under the Intermediate Holdco Senior Notes Documents at such time,
     $250,000,000 (as such amount may be reduced by any repayments of principal
     of the Holdings Senior Notes and/or the Intermediate Holdco Senior Notes),
     so long as (A) such Indebtedness is incurred in accordance with the
     requirements of the definition of "Holdings Senior Notes" and (B) promptly
     (and, in any event, within 30 days) following the incurrence thereof, the
     Net Cash Proceeds of such Indebtedness shall have been (I) loaned and/or
     contributed to Intermediate Holdco, and in


                                      -10-
<PAGE>

     turn loaned and/or contributed by Intermediate Holdco to the U.S. Borrower,
     for application to the repayment of Revolving Loans or for other working
     capital or general corporate purposes and/or (II) Invested in one or more
     of the Unrestricted Wellbeing Joint Ventures in accordance with the
     requirements of Section 9.05(xxiv) and (VII) unsecured Indebtedness of
     Intermediate Holdco and Corporate Holdco (as co-issuers) under the
     Intermediate Holdco Senior Notes and the other Intermediate Holdco Senior
     Notes Documents in an aggregate principal amount at any time outstanding
     not to exceed, when added to the aggregate outstanding principal amount of
     the Indebtedness of Holdings under the Holdings Senior Notes Documents at
     such time, $250,000,000 (as such amount may be reduced by any repayments of
     principal of the Intermediate Holdco Senior Notes and/or the Holdings
     Senior Notes), so long as (A) such Indebtedness is incurred in accordance
     with the requirements of the definition of "Intermediate Holdco Senior
     Notes" and (B) promptly (and, in any event, within 30 days) following the
     incurrence thereof, the Net Cash Proceeds of such Indebtedness shall have
     been (I) loaned and/or contributed by Intermediate Holdco to the U.S.
     Borrower for application to the repayment of Revolving Loans or for other
     working capital or general corporate purposes and/or (II) loaned and/or
     Dividended by Intermediate Holdco to Holdings, which in turn shall have
     Invested the proceeds of such loan or Dividend in one or more of the
     Unrestricted Wellbeing Joint Ventures in accordance with the requirements
     of Section 9.05(xxiv)".

     26. Section 9.04 of the Credit Agreement is hereby further amended by
inserting the following new paragraph at the end of said Section:

     "In addition, notwithstanding anything to the contrary contained above, (x)
     in no event shall any Subsidiary of Holdings or any Unrestricted Wellbeing
     Joint Venture guarantee any Indebtedness of Holdings under any Holdings
     Senior Notes Document, (y) in no event shall Holdings, any Subsidiary of
     Intermediate Holdco (other than Corporate Holdco) or any Unrestricted
     Wellbeing Joint Venture guarantee any Indebtedness of Intermediate Holdco
     or Corporate Holdco under any Intermediate Holdco Senior Notes Document and
     (z) Holdings shall not permit any Unrestricted Wellbeing Joint Venture to
     incur any Indebtedness or any other obligation having any element of
     recourse to Holdings or any of its Subsidiaries or to any of its or its
     Subsidiaries' assets or properties.".

     27. Section 9.05(i) of the Credit Agreement is hereby amended by (i)
inserting the text "(w)" immediately preceding the first instance of the text
"the U.S. Borrower" appearing in said Section and (ii) inserting the following
text immediately preceding the semi-colon at the end of said Section:

     ", (x) Intermediate Holdco may hold cash and Cash Equivalents (I) in a de
     minimis amount representing proceeds from the initial capital contribution
     made in connection with its formation and (II) representing the proceeds of
     any Indebtedness permitted to be incurred, or Dividends permitted to be
     received, by it pursuant to the terms of this Agreement, so long as (in the
     case of preceding subclause (II)) Intermediate Holdco utilizes such cash
     and/or Cash Equivalents within the time periods required, and for the
     purposes permitted, by this Agreement, (y) Corporate Holdco may hold cash
     and Cash Equivalents in a de minimis amount representing proceeds from the
     initial capital contribution made in connection with its formation and (z)
     Holdings may hold cash and Cash


                                      -11-
<PAGE>

     Equivalents (I) in a de minimis amount representing proceeds from the
     initial capital contribution made in connection with its formation and (II)
     representing the proceeds of any Indebtedness permitted to be incurred, or
     Dividends permitted to be received, by it pursuant to the terms of this
     Agreement, so long as (in the case of preceding subclause (II)) Holdings
     utilizes such cash or Cash Equivalents within the time periods required,
     and for the purposes permitted, by this Agreement".

     28. Section 9.05 of the Credit Agreement is further hereby amended by (i)
deleting the text "(other than Holdings)" in each place such text appears in
clause (vi) of said Section and inserting the text "(other than Holdings,
Intermediate Holdco and Corporate Holdco)" in lieu thereof, (ii) deleting the
word "and" appearing at the end of clause (xxii) of said Section, (iii) deleting
the period appearing at the end of clause (xxiii) of said Section and inserting
a semi-colon in lieu thereof and (iv) inserting the following new clauses
(xxiv), (xxv) and (xxvi) immediately following clause (xxiii) of said Section:

          "(xxiv) so long as no Default or Event of Default then exists or would
     result therefrom, Holdings may from time to time (I) make cash common
     equity contributions, and/or intercompany loans to, Westlake Wellbeing
     Company, (II) contribute the Westlake Village Property as a common equity
     contribution to Westlake Wellbeing Company, and (III) make cash common
     equity contributions, and/or intercompany loans, to Wellbeing IP Holdco
     and/or Wellbeing Edco; provided that (x) Holdings shall at all times own or
     hold at least 85% of the Equity Interests of Westlake Wellbeing Company (on
     a fully diluted basis) and at least 50% of the Equity Interests of each of
     Wellbeing IP Holdco and Wellbeing Edco (on a fully diluted basis), (y) all
     of the Equity Interests of each of the Unrestricted Wellbeing Joint
     Ventures held by Holdings shall have been delivered and pledged by Holdings
     to the Collateral Agent pursuant to the U.S. Pledge Agreement, and (z) each
     Investment made by Holdings pursuant to this clause (xxiv) in the form of
     an intercompany loan shall be evidenced by an Intercompany Note pledged to
     the Collateral Agent pursuant to the U.S. Pledge Agreement;

          (xxv) the U.S. Borrower may make intercompany loans to Intermediate
     Holdco, and Intermediate Holdco may make intercompany loans to Holdings, at
     the times and for the purposes described below, so long as (i) no Default
     or Event of Default then exists or would result therefrom, (ii) the Total
     Unutilized Revolving Loan Commitment shall equal or exceed $35,000,000
     immediately after giving effect to each such intercompany loan (and any
     related Dividend made pursuant to Section 9.06(x)), (iii) each such
     intercompany loan is permitted pursuant to the terms of the Existing Senior
     Notes Documents, the New Senior Notes Documents, the New 2010 Senior Notes
     Documents and, on and after the execution and delivery thereof, the
     Holdings Senior Notes Documents and the Intermediate Holdco Senior Notes
     Documents, (iv) no such intercompany loan by the U.S. Borrower to
     Intermediate Holdco shall be made, unless the proceeds thereof are promptly
     (and in any event within 5 Business Days of the making of such intercompany
     loan) (A) on-loaned by Intermediate Holdco to Holdings for use within the
     time periods required by, and for the purposes described in, immediately
     succeeding clause (v), (B) Dividended by Intermediate Holdco to Holdings


                                      -12-
<PAGE>

     for use within the time periods required by, and for the purposes described
     in, Section 9.06(x)(v) or (C) utilized by Intermediate Holdco to pay
     regularly scheduled interest on the Intermediate Holdco Senior Notes when
     and as due in accordance with the requirements of the Intermediate Holdco
     Senior Notes Documents, (v) the proceeds of each such intercompany loan
     received by Holdings shall be utilized by Holdings promptly (and, in any
     event, within 30 days of the receipt of such proceeds) to make an
     Investment in one or more Unrestricted Wellbeing Joint Ventures pursuant to
     Section 9.05(xxiv) for the purposes of financing the construction and
     start-up of the Wellbeing Project and/or the operations of the Unrestricted
     Wellbeing Joint Ventures, and (vi) each such intercompany loan shall be
     evidenced by an Intercompany Note pledged by the U.S. Borrower or
     Intermediate Holdco, as the case may be, to the Collateral Agent pursuant
     to the U.S. Pledge Agreement; and

          (xxvi) (x) Intermediate Holdco may make intercompany loans to the U.S.
     Borrower with the proceeds from (I) the incurrence of the Intermediate
     Holdco Senior Notes or (II) any Investment made in it by Holdings with the
     proceeds of Holdings Senior Notes or an Excluded Equity Event, so long as
     each such intercompany loan shall be evidenced by an Intercompany Note
     pledged by Intermediate Holdco to the Collateral Agent pursuant to the U.S.
     Pledge Agreement and (y) Holdings may make intercompany loans to
     Intermediate Holdco with the proceeds from (I) the incurrence of the
     Holdings Senior Notes or (II) any Excluded Equity Event, so long as each
     such intercompany loan shall be evidenced by an Intercompany Note pledged
     by Intermediate Holdco to the Collateral Agent pursuant to the U.S. Pledge
     Agreement.".

     29. Section 9.06 of the Credit Agreement is hereby amended by deleting
clauses (iii), (iv) and (v) of said Section in their entirety and inserting the
following new clauses (iii), (iv) and (v) in lieu thereof:

          "(iii) (A) the U.S. Borrower may pay cash Dividends to Intermediate
     Holdco, so long as (x) no Specified Default or Event of Default then exists
     or would result therefrom and (y) the cash proceeds thereof are promptly
     used by Intermediate Holdco to pay the cash Dividend described in
     succeeding clause (B) and (B) Intermediate Holdco may pay cash Dividends to
     Holdings, so long as (x) no Specified Default or Event of Default then
     exists or would result therefrom and (y) the cash proceeds thereof are
     promptly used by Holdings for the purposes described in Section 9.06(ii);

          (iv) (A) the U.S. Borrower may pay cash Dividends to Intermediate
     Holdco, so long as the proceeds thereof are promptly used by Intermediate
     Holdco to pay its operating expenses in the ordinary course of business
     (including, without limitation, professional fees and expenses) and other
     similar corporate overhead costs and expenses, (B) the U.S. Borrower may
     pay cash Dividends to Intermediate Holdco, so long as Intermediate Holdco
     promptly contributes such proceeds to Corporate Holdco and the proceeds of
     such contribution are promptly used by Corporate Holdco to pay its
     operating expenses in the ordinary course of business (including, without
     limitation, professional fees and expenses) and other similar corporate
     overhead costs and expenses, and (C) the U.S. Borrower may pay cash
     Dividends to Intermediate Holdco, which, in turn, may pay cash Dividends to
     Holdings, so long as the proceeds thereof are promptly used by


                                      -13-
<PAGE>

     Holdings to pay operating expenses in the ordinary course of its business
     (including, without limitation, professional fees and expenses) and other
     similar corporate overhead costs and expenses;

          (v) the U.S. Borrower may pay cash Dividends to Intermediate Holdco,
     and Intermediate Holdco may in turn pay cash Dividends to Holdings, in the
     amounts and at the times of any payment by Holdings in respect of its taxes
     (or taxes of its consolidated group), provided that (x) the amount of cash
     Dividends paid pursuant to this clause (v) to enable Holdings to pay taxes
     at any time shall not exceed the amount of such taxes owing by Holdings at
     such time and (y) any refunds received by Holdings attributable to the U.S.
     Borrower or any of its Subsidiaries shall be promptly returned by Holdings
     to Intermediate Holdco, and, in turn, by Intermediate Holdco to the U.S.
     Borrower, provided further that (A) in no event shall the amount of
     Dividends paid by the U.S. Borrower and its Subsidiaries pursuant to this
     clause (v) in respect of any taxable year for which the U.S. Borrower and
     any of its Subsidiaries are included in a consolidated federal income tax
     return, or a consolidated, combined or unitary state or local tax return
     with any Person other than the U.S. Borrower and its Subsidiaries (such
     other Person or Persons included in such returns, together with the U.S.
     Borrower and its Subsidiaries, the "Affiliated Group") exceed, in the
     aggregate, the lesser of (I) the amount of such federal income tax or state
     or local tax, as the case may be (the "Relevant Separate Tax Liability"),
     that the U.S. Borrower and its Subsidiaries would have been obligated to
     pay if the U.S. Borrower and its Subsidiaries had filed a separate
     consolidated federal income tax return or a separate consolidated, combined
     or unitary state or local tax return, as the case may be, for such year and
     all prior taxable years (with the U.S. Borrower as the common parent of
     such affiliated group) and (II) the product of (a) the federal income or
     state or local tax liability, as the case may be, of the Affiliated Group
     for such year and (b) a fraction, (x) the numerator of which is an amount
     equal to the Relevant Separate Tax Liability of the U.S. Borrower and its
     Subsidiaries for such year and (y) the denominator of which is the
     aggregate of the total separate federal income, state or local tax
     liability, as the case may be, that each member of the Affiliated Group
     (treating the U.S. Borrower and its Subsidiaries as a single member and all
     other members of the Affiliated Group as one separate member) would have
     incurred for such year if such members had filed separate federal income
     tax returns or separate consolidated, combined or unitary state or local
     tax returns, as the case may be, for such year and all prior taxable years
     and (B) each Unrestricted Wellbeing Joint Venture shall be required to
     distribute to Holdings (and shall concurrently or prior to any payment of
     any Dividend by the U.S. Borrower pursuant to this Section 9.06(v) have
     distributed to Holdings) its allocable share (as reasonably determined by
     Holdings in good faith) of all tax liabilities of Holdings and its
     consolidated Subsidiaries;".

     30. Section 9.06(vii) of the Credit Agreement is hereby amended by (i)
deleting the text "the U.S. Borrower" appearing in said Section and inserting
the text "Holdings" in lieu thereof and (ii) inserting the following proviso
prior to the semi-colon at the end of said Section:


     " provided that, in no event shall the U.S. Borrower be permitted to repay
     any Intercompany Debt incurred by it from Intermediate Holdco pursuant to
     Section


                                      -14-
<PAGE>

     9.05(xxvi), unless the conditions set forth in subclauses (i), (ii), (iii)
     and (iv) of Section 9.06(x) shall have been satisfied at such time (for
     such purposes, treating each reference to the making of a Dividend in said
     subclauses as if it were a reference to the repayment of such Intercompany
     Debt)".

     31. Section 9.06 of the Credit Agreement is hereby further amended by (i)
deleting the word "and" appearing at the end of clause (viii) of said Section,
(ii) deleting the period appearing at the end of clause (ix) of said Section and
inserting a semi-colon in lieu thereof and (iii) inserting the following new
clauses (x) and (xi) immediately following clause (ix) of said Section:

          "(x) the U.S. Borrower may pay cash Dividends to Intermediate Holdco,
     and Intermediate Holdco may pay cash Dividends to Holdings, at the times
     and for the purposes described below, so long as (i) no Default or Event of
     Default then exists or would result therefrom, (ii) the Total Unutilized
     Revolving Loan Commitment shall equal or exceed $35,000,000 immediately
     after giving effect to each such Dividend (and any related intercompany
     loan made pursuant to Section 9.05(xxv)), (iii) each such Dividend is
     permitted pursuant to the terms of the Existing Senior Notes Documents, the
     New Senior Notes Documents and the New 2010 Senior Notes Documents, (iv) no
     such Dividend by the U.S. Borrower to Intermediate Holdco shall be paid,
     unless the proceeds thereof are promptly (and in any event within 5
     Business Days of the payment of such Dividend) (A) Dividended by
     Intermediate Holdco to Holdings for use within the time periods required
     by, and for the purposes described in, immediately succeeding clause (v),
     (B) on-loaned by Intermediate Holdco to Holdings for use within the time
     periods required by, and for the purposes described in, Section
     9.05(xxv)(v) or (C) utilized by Intermediate Holdco to pay regularly
     scheduled interest on the Intermediate Holdco Senior Notes when and as due
     in accordance with the requirements of the Intermediate Holdco Senior Notes
     Documents and (v) the proceeds of each such Dividend received by Holdings
     shall be utilized by Holdings promptly (and, in any event, within 30 days
     of the payment of such Dividend) to make an Investment in one or more
     Unrestricted Wellbeing Joint Ventures pursuant to Section 9.05(xxiv) for
     the purposes of financing the construction and start-up of the Wellbeing
     Project and/or the operations of the Unrestricted Wellbeing Joint Ventures;
     and

          (xi) the U.S. Borrower may Dividend the Westlake Village Property (and
     title thereto) to Intermediate Holdco, and Intermediate Holdco may in turn
     Dividend the Westlake Village Property (and title thereto) to Holdings, so
     long as (i) no Default or Event of Default then exists or would result
     therefrom, (ii) such transfer is permitted pursuant to the terms of the
     Existing Senior Notes Documents, the New Senior Notes Documents, the New
     2010 Senior Notes Documents and, on and after the execution and delivery
     thereof, the Holdings Senior Notes Documents and the Intermediate Holdco
     Senior Notes Documents (including, without limitation, each of the
     restricted payments limitations contained therein); and (iii) immediately
     following such Dividends, the Westlake Village Property is contributed by
     Holdings as a common equity contribution to Westlake Wellbeing Company
     pursuant to Section 9.05(xxiv).".


                                      -15-
<PAGE>

     32. Section 9.07 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of clause (vii) of the first sentence of
said Section and (ii) inserting the following text immediately prior to the
period at the end of the first sentence appearing in said Section:

     "; and (ix) the U.S. Borrower or any of its Subsidiaries may lease (as
     lessor) the Westlake Village Property to Westlake Wellbeing Company, on any
     terms agreed to by such parties".

     33. Sections 9.08, 9.09, 9.10, 9.11 and 9.13 of the Credit Agreement are
hereby amended by inserting the text "and the U.S. Borrower" immediately
following the first instance of the text "Holdings" appearing in said Sections.

     34. Section 9.12 of the Credit Agreement is hereby amended by inserting the
text "(or, after the Fourth Amendment Effective Date, the U.S. Borrower instead
of Holdings)" immediately following the first instance of the text "Holdings"
appearing in said Section.

     35. Section 9.14(a)(i) of the Credit Agreement is hereby amended by
deleting the text "or Permitted Acquired Debt; provided that" appearing in said
Section and inserting the text ", Permitted Acquired Debt, Holdings Senior Notes
or Intermediate Holdco Senior Notes; provided that (t) the Holdings Senior Notes
may be exchanged for Holdings Exchange Senior Notes in accordance with the
requirements of the respective definitions thereof and the relevant provisions
of this Agreement, (u) the Intermediate Holdco Senior Notes may be exchanged for
Intermediate Holdco Exchange Senior Notes in accordance with the requirements of
the respective definitions thereof and the relevant provisions of this
Agreement," in lieu thereof.

     36. Section 9.14(a)(ii) of the Credit Agreement is hereby amended by
deleting the text "or any Existing Senior Notes Document," appearing in said
Section and inserting the text ", any Existing Senior Notes Document or, on and
after the execution and delivery thereof, any Holdings Senior Notes Document or
any Intermediate Holdco Senior Notes Document, in any such case" in lieu
thereof.

     37. Section 9.15(b) of the Credit Agreement is hereby amended by deleting
the text "No Borrower" appearing in the first sentence of said Section and
inserting the text "Neither Intermediate Holdco nor any Borrower" in lieu
thereof.

     38. Section 9.16 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of clause (x) of said Section and (ii)
inserting the text "; (xii) on and after the execution and delivery thereof, the
Holdings Senior Notes Documents; and (xiii) on and after the execution and
delivery thereof, the Intermediate Holdco Senior Notes Documents" immediately
preceding the period at the end of said Section.

     39. The definition of "Change of Control" appearing in Section 11 of the
Credit Agreement is hereby amended by (i) deleting the word "or" in the second
place such word appears in clause (v) of said definition and inserting a comma
in lieu thereof and (ii) inserting the text "or, on and after the execution and
delivery thereof, any Holdings Senior Notes Documents or any Intermediate Holdco
Senior Notes Documents" immediately preceding the period at the end of said
definition.


                                      -16-
<PAGE>

     40. The definitions of "Consolidated Current Assets", "Consolidated Current
Liabilities", "Consolidated EBIT", "Consolidated Interest Expense",
"Consolidated Net Income", "Excess Cash Flow" and "Non-U.S. Dole Group"
appearing in Section 11 of the Credit Agreement are hereby amended by inserting
the text "(or, after the Fourth Amendment Effective Date, the U.S. Borrower)"
immediately following each instance of the text "of Holdings" appearing in said
definitions.

     41. The definition of "Consolidated Debt" appearing in Section 11 of the
Credit Agreement is hereby amended by deleting said definition in its entirety
and inserting the following new definition in lieu thereof:

          "Consolidated Debt" shall mean, at any time, the sum of (without
     duplication) (i) all Indebtedness of Holdings (or, after the Fourth
     Amendment Effective Date, the U.S. Borrower) and its Consolidated
     Subsidiaries (on a consolidated basis) as would be required to be reflected
     as debt or Capital Leases on the liability side of a consolidated balance
     sheet of Holdings (or, after the Fourth Amendment Effective Date, the U.S.
     Borrower) and its Consolidated Subsidiaries in accordance with U.S. GAAP,
     (ii) all Indebtedness of Holdings (or, after the Fourth Amendment Effective
     Date, the U.S. Borrower) and its Consolidated Subsidiaries of the type
     described in clauses (ii) and (vii) of the definition of Indebtedness and
     (iii) all Contingent Obligations of Holdings (or, after the Fourth
     Amendment Effective Date, the U.S. Borrower) and its Consolidated
     Subsidiaries in respect of Indebtedness of any third Person of the type
     referred to in preceding clauses (i) and (ii); provided that (w) the amount
     available to be drawn under all letters of credit, bankers' acceptances,
     bank guaranties and similar obligations issued for the account of Holdings
     (or, after the Fourth Amendment Effective Date, the U.S. Borrower) or any
     of its Consolidated Subsidiaries (but excluding, for avoidance of doubt,
     all unpaid drawings or other monetary obligations owing in respect of such
     letters of credit, bankers' acceptances, bank guaranties and similar
     obligations) shall not be included in any determination of "Consolidated
     Debt", (x) for purposes of this definition, the amount of Indebtedness in
     respect of the Interest Rate Protection Agreements, Other Hedging
     Agreements and Commodities Agreements shall be at any time the unrealized
     net loss position, if any, of Holdings (or, after the Fourth Amendment
     Effective Date, the U.S. Borrower) and/or its Consolidated Subsidiaries
     thereunder on a marked-to-market basis determined no more than one month
     prior to such time, (y) obligations arising under Synthetic Leases shall be
     included in determining Consolidated Debt (other than (I) obligations under
     the HQ Lease Agreements, to the extent such obligations are outstanding
     under Section 9.04(xxii) and (II) successive refinancings of the
     obligations described in preceding clause (I), to the extent such
     obligations are outstanding under Section 9.04(vii)) and (z) any Preferred
     Equity of Holdings (or, after the Fourth Amendment Effective Date, the U.S.
     Borrower) or any of its Consolidated Subsidiaries (but excluding any
     Qualified Preferred Stock) shall be treated as Indebtedness, with an amount
     equal to the greater of the liquidation preference or the maximum fixed
     repurchase price of any such outstanding Preferred Equity deemed to be a
     component of Consolidated Debt.


                                      -17-
<PAGE>

     42. The definition of "Consolidated Fixed Charges" appearing in Section 11
of the Credit Agreement is hereby amended by deleting said definition in its
entirety and inserting the following new definition in lieu thereof:

          "Consolidated Fixed Charges" shall mean, for any period, the sum of
     (i) Consolidated Interest Expense for such period, (ii) the scheduled
     principal amount of all amortization payments on all Indebtedness
     (including the principal component of all Capitalized Lease Obligations but
     excluding payments pursuant to the Refinancing) of Holdings (or, after the
     Fourth Amendment Effective Date, the U.S. Borrower) and its Consolidated
     Subsidiaries for such period (as determined on the first day of the
     respective period), (iii) the amount of all Capital Expenditures made by
     Holdings (or, after the Fourth Amendment Effective Date, the U.S. Borrower)
     and its Consolidated Subsidiaries during such period (other than Capital
     Expenditures made pursuant to Section 9.12(c), (d) or (e)), (iv) all
     Dividends (excluding dividends paid in kind through the issuance of
     additional shares of capital stock of Holdings (or, after the Fourth
     Amendment Effective Date, the U.S. Borrower)) actually paid by Holdings
     (or, after the Fourth Amendment Effective Date, the U.S. Borrower on or
     with respect to Preferred Equity) during such period and (v) the amount of
     all cash payments made by Holdings (or, after the Fourth Amendment
     Effective Date, the U.S. Borrower) and its Consolidated Subsidiaries during
     such period in respect of income taxes or income tax liabilities, net of
     any refunds received during such period.

     43. The definition of "Credit Agreement Party" appearing in Section 11 of
the Credit Agreement is hereby amended by inserting the text ", Intermediate
Holdco" immediately after the text "Holdings" appearing in said definition.

     44. The definition of "Documents" appearing in Section 11 of the Credit
Agreement is hereby amended by (i) deleting the word "and" appearing at the end
of clause (ix) of said definition and (ii) inserting the text ", (xi) on and
after the execution and delivery thereof, the Holdings Senior Notes Documents
and (xii) on and after the execution and delivery thereof, the Intermediate
Holdco Senior Notes Documents" immediately preceding the period at the end of
said definition.

     45. The definition of "Excess Cash Flow" appearing in Section 11 of the
Credit Agreement is hereby further amended by inserting the text "(or, after the
Fourth Amendment Effective Date, the U.S. Borrower)" immediately following the
text "by Holdings" appearing in said definition.

     46. The definition of "Incremental Loan Commitment Request Requirement"
appearing in Section 11 of the Credit Agreement is hereby amended by inserting
the text "(and, after the Fourth Amendment Effective Date, the U.S. Borrower
instead of Holdings)" immediately following the word "Holdings" appearing in
clause (y) of said definition.

     47. The definition of "Incremental Loan Commitment Requirements" appearing
in Section 11 of the Credit Agreement is hereby amended by (i) inserting the
text "or the U.S. Borrower" immediately following the text "calculations are
made by Holdings" appearing in clause (s) of said definition and (ii) deleting
each instance of the text "and the New


                                      -18-
<PAGE>

Senior Notes Indenture" appearing in clause (u) of said definition and inserting
the text ", the New Senior Notes Indenture and (after the execution and delivery
thereof) the Holdings Senior Notes Indenture and the Intermediate Holdco Senior
Notes Indenture" in lieu thereof.

     48. The definition of "Intercompany Note" appearing in Section 11 of the
Credit Agreement is hereby amended by deleting the text "Section 9.05(vi)"
appearing in said definition and inserting the text "Sections 9.05(vi), (xxv)
and (xxvi)" in lieu thereof.

     49. The definition of "Subsidiary" appearing in Section 11 of the Credit
Agreement is hereby amended by inserting the following new sentence at the end
of said definition:

     "Notwithstanding the foregoing (and except for purposes of Sections 7.01,
     7.03, 7.04, 7.12, 7.16, 7.17, 7.20, 8.01(f), 8.01(h), 8.04, 8.05, 8.06,
     8.07, 8.08, 8.16, 10.03(b), 10.04, 10.05, 10.06, 10.09 and 13.01), an
     Unrestricted Wellbeing Joint Venture shall be deemed not to be a Subsidiary
     of Holdings or any of its other Subsidiaries for purposes of this
     Agreement.".

     50. The definition of "Subsidiary Guarantor" appearing in Section 11 of the
Credit Agreement is hereby amended by deleting the text "the U.S. Borrower"
appearing in said definition and inserting the text "Intermediate Holdco" in
lieu thereof.

     51. The definition of "U.S. Credit Party" appearing in Section 11 of the
Credit Agreement is hereby amended by inserting the text ", Intermediate Holdco"
immediately after the text "Holdings" appearing in said Section.

     52. The definition of "U.S. Dole Group" appearing in Section 11 of the
Credit Agreement is hereby amended by inserting the text "(prior to the Fourth
Amendment Effective Date)" immediately following the word "Holdings" appearing
in said definition.

     53. The definition of "U.S. Subsidiary Guaranty" appearing in Section 11 of
the Credit Agreement is hereby amended by inserting the text "or Corporate
Holdco pursuant to Section 1 of the Fourth Amendment" immediately prior to the
period appearing at the end of said definition.

     54. The definition of "U.S. Subsidiary Guarantor" appearing in Section 11
of the Credit Agreement is hereby amended by (i) deleting the second reference
to "the U.S. Borrower" appearing in said definition and inserting the text
"Intermediate Holdco" in lieu thereof and (ii) inserting the following proviso
immediately prior to the period at the end of said definition:

     "provided, that for purposes of Sections 9.02(ix), 9.02(xiii), 9.04(xvi),
     9.05(ix) and 9.12(e) and the definition of "U.S. Dole Group", the term
     "U.S. Subsidiary Guarantor" (and any term incorporating such term by
     reference) shall not include Corporate Holdco".


                                      -19-
<PAGE>

     55. Section 11 of the Credit Agreement is hereby further amended by (i)
deleting the definitions "Guarantors", "Guaranty" and "Holdings Business
Condition" appearing in said Section and (ii) inserting the following new
definitions in appropriate alphabetical order:

          "Castle & Cooke Affiliate" shall mean Castle & Cooke Inc. or any of
     its Affiliates.

          "Corporate Holdco" shall mean Dole Holding Company, Inc., a Delaware
     corporation and a Wholly-Owned Subsidiary of Intermediate Holdco.

          "Excluded Equity Event" shall mean (i) in the case of Holdings, the
     sale or issuance of Equity Interests of Holdings to, or a capital
     contribution to Holdings by, David H. Murdock or any of his affiliates and
     (ii) in the case of Intermediate Holdco, the sale or issuance of Equity
     Interests of Intermediate Holdco to, or a capital contribution to
     Intermediate Holdco by, Holdings which is financed by Holdings solely with
     the proceeds of the sale or issuance of Equity Interests and/or capital
     contributions described in preceding clause (i), in any such case to the
     extent (and only to the extent) the net cash proceeds from such sale,
     issuance or contribution are promptly used (x) in the case of Holdings, to
     pay regularly scheduled interest on Holdings Senior Notes when and as due
     or to make a purchase or contribution to Intermediate Holdco as described
     in clause (ii) above or (y) in the case of Intermediate Holdco, to pay
     regularly scheduled interest on Intermediate Holdco Senior Notes when and
     as due.

          "Fourth Amendment" shall mean the Fourth Amendment to this Agreement,
     dated as of February [_], 2004.

          "Fourth Amendment Effective Date" shall have the meaning provided in
     the Fourth Amendment.

          "Guarantors" shall mean and include Holdings, Intermediate Holdco, the
     U.S. Borrower and each Subsidiary Guarantor.

          "Guaranty" shall mean and include the Holdings Guaranty, the
     Intermediate Holdco Guaranty, the U.S. Borrower's Guaranty and each
     Subsidiaries Guaranty.


          "Holdings Exchange Senior Notes" shall mean senior notes issued by
     Holdings pursuant to a registered exchange offer or private exchange offer
     for the Holdings Senior Notes and pursuant to the Holdings Senior Notes
     Indenture, which senior notes are substantially identical securities to the
     Holdings Senior Notes. In no event will the issuance of any Holdings
     Exchange Senior Notes increase the aggregate principal amount of the
     Holdings Senior Notes then outstanding or otherwise result in an increase
     in the interest rate applicable to the Holdings Senior Notes.

          "Holdings Senior Notes" shall mean any Indebtedness of Holdings
     evidenced by senior notes so long as (a) such Indebtedness has a final
     maturity no earlier than the date occurring 12 months after the Tranche C
     Term Loan Maturity Date, (b) such Indebtedness does not provide for
     guaranties or security, and (c) all other terms of such Indebtedness
     (including, without limitation, with respect to amortization, redemption
     provisions, maturities, covenants, and defaults), are not, taken as a
     whole, less favorable in any material respect to Holdings and its
     Subsidiaries than those applicable to the U.S. Borrower and its
     Subsidiaries and contained in the New Senior Notes Documents, as such
     Indebtedness may be amended, modified or supplemented from time to time in


                                      -20-
<PAGE>

     accordance with the terms hereof and thereof. The issuance of Holdings
     Senior Notes shall be deemed to be a representation and warranty by
     Holdings that all conditions thereto have been satisfied in all material
     respects and that same is permitted in accordance with the terms of this
     Agreement, which representation and warranty shall be deemed to be a
     representation and warranty for all purposes hereunder, including, without
     limitation, Sections 6B.01 and 10. As used herein, the term "Holdings
     Senior Notes" shall include any Holdings Exchange Senior Notes issued
     pursuant to the Holdings Senior Notes Indenture in exchange for theretofore
     outstanding Holdings Senior Notes, as contemplated by the definition of
     Holdings Exchange Senior Notes.

          "Holdings Senior Notes Documents" shall mean the Holdings Senior Notes
     Indenture, the Holdings Senior Notes and each other agreement, document or
     instrument relating to the issuance of the Holdings Senior Notes, as the
     same may be amended, modified or supplemented from time to time in
     accordance with the terms hereof and thereof.

          "Holdings Senior Notes Indenture" shall mean any indenture or similar
     agreement entered into in connection with the issuance of Holdings Senior
     Notes, as the same may be amended, modified or supplemented from time to
     time in accordance with the terms hereof and thereof.

          "Intermediate Holdco" shall have the meaning provided in the first
     paragraph of this Agreement.

          "Intermediate Holdco Exchange Senior Notes" shall mean senior notes
     issued by Intermediate Holdco and Corporate Holdco (as co-issuers) pursuant
     to a registered exchange offer or private exchange offer for the
     Intermediate Holdco Senior Notes and pursuant to the Intermediate Holdco
     Senior Notes Indenture, which senior notes are substantially identical
     securities to the Intermediate Holdco Senior Notes. In no event will the
     issuance of any Intermediate Holdco Exchange Senior Notes increase the
     aggregate principal amount of the Intermediate Holdco Senior Notes then
     outstanding or otherwise result in an increase in the interest rate
     applicable to the Intermediate Holdco Senior Notes.

          "Intermediate Holdco Guaranteed Obligations" shall mean (i) the
     principal and interest on each Note issued to each Lender, and all Loans
     made, under this Agreement, all reimbursement obligations and Unpaid
     Drawings with respect to Letters of Credit and all reimbursement
     obligations and Unreimbursed Payments with respect to Bank Guaranties,
     together with all the other obligations (including obligations which, but
     for the automatic stay


                                      -21-
<PAGE>

     under Section 362(a) of the Bankruptcy Code, would become due) and
     liabilities (including, without limitation, indemnities, fees and interest
     thereon) of the Borrowers (or either of them) to each Lender, each Agent,
     each Issuing Lender, each Bank Guaranty Issuer and the Collateral Agent now
     existing or hereafter incurred under, arising out of or in connection with
     this Agreement and each other Credit Document and the due performance and
     compliance by each Borrower with all the terms, conditions and agreements
     contained in this Agreement and each other Credit Document to which it is a
     party and (ii) all obligations (including obligations which, but for the
     automatic stay under Section 362(a) of the Bankruptcy Code, would become
     due) and liabilities of the U.S. Borrower or any of its Subsidiaries owing
     under any Interest Rate Protection Agreement or Other Hedging Agreement
     entered into by the U.S. Borrower or any of its Subsidiaries with any
     Lender or any affiliate thereof (even if such Lender subsequently ceases to
     be a Lender under this Agreement for any reason) so long as such Lender or
     affiliate participates in such Interest Rate Protection Agreement or Other
     Hedging Agreement, and their subsequent assigns, if any, whether now in
     existence or hereafter arising, and the due performance and compliance with
     all terms, conditions and agreements contained therein.

          "Intermediate Holdco Guaranteed Party" shall mean each Borrower and
     each Subsidiary of Intermediate Holdco party to any Interest Rate
     Protection Agreement or Other Hedging Agreement with any Secured Creditor.

          "Intermediate Holdco Guaranty" shall mean the guaranty of Intermediate
     Holdco pursuant to Section 16.

          "Intermediate Holdco Senior Notes" shall mean any Indebtedness of
     Intermediate Holdco and Corporate Holdco (as co-issuers) evidenced by
     senior notes so long as (a) such Indebtedness has a final maturity no
     earlier than the date occurring 12 months after the Tranche C Term Loan
     Maturity Date, (b) such Indebtedness does not provide for guaranties or
     security, and (c) all other terms of such Indebtedness (including, without
     limitation, with respect to amortization, redemption provisions,
     maturities, covenants, and defaults), are not, taken as a whole, less
     favorable in any material respect to Intermediate Holdco and its
     Subsidiaries than those applicable to the U.S. Borrower and its
     Subsidiaries and contained in the New Senior Notes Documents, as such
     Indebtedness may be amended, modified or supplemented from time to time in
     accordance with the terms hereof and thereof. The issuance of Intermediate
     Holdco Senior Notes shall be deemed to be a representation and warranty by
     Intermediate Holdco that all conditions thereto have been satisfied in all
     material respects and that same is permitted in accordance with the terms
     of this Agreement, which representation and warranty shall be deemed to be
     a representation and warranty for all purposes hereunder, including,
     without limitation, Sections 6B.01 and 10. As used herein, the term
     "Intermediate Holdco Senior Notes" shall include any Intermediate Holdco
     Exchange Senior Notes issued pursuant to the Intermediate Holdco Senior
     Notes Indenture in exchange for theretofore outstanding Intermediate Holdco
     Senior Notes, as contemplated by the definition of Intermediate Holdco
     Exchange Senior Notes.

          "Intermediate Holdco Senior Notes Documents" shall mean the
     Intermediate Holdco Senior Notes Indenture, the Intermediate Holdco Senior
     Notes and each other agreement, document or instrument relating to the
     issuance of the Intermediate Holdco Senior Notes, as the same may be
     amended, modified or supplemented from time to time in accordance with the
     terms hereof and thereof.

          "Intermediate Holdco Senior Notes Indenture" shall mean any indenture
     or similar agreement entered into in connection with the issuance of
     Intermediate Holdco


                                      -22-
<PAGE>

     Senior Notes, as the same may be amended, modified or supplemented from
     time to time in accordance with the terms hereof and thereof.

          "Parent Business Condition" shall mean, for any quarterly accounting
     period or Fiscal Year, (A) Holdings having at all times during such period
     (i) owned no significant assets (other than (x) the Equity Interests of
     Intermediate Holdco, (y) Intercompany Notes evidencing intercompany loans
     permitted to be made by it pursuant to Section 9.05 and (z) the Equity
     Interests of the Unrestricted Wellbeing Joint Ventures) and had no
     liabilities or Indebtedness (other than those liabilities and Indebtedness
     permitted by Section 9.01(b)) and (ii) otherwise complied with the
     requirements of Section 9.01(b), (B) Intermediate Holdco having at all
     times during such period (i) owned no significant assets (other than the
     capital stock of the U.S. Borrower and Corporate Holdco and Intercompany
     Notes evidencing intercompany loans permitted to be made by it pursuant to
     Section 9.05) and had no liabilities or Indebtedness (other than those
     liabilities and Indebtedness permitted by Section 9.01(j)) and (ii)
     otherwise complied with the requirements of Section 9.01(j) and (C)
     Corporate Holdco having at all times during such period (i) owned no
     significant assets and had no liabilities or Indebtedness (other than those
     liabilities and Indebtedness permitted by Section 9.01(k)) and (ii)
     otherwise complied with the requirements of Section 9.01(k).

          "Unrestricted Wellbeing Joint Venture" shall mean Westlake Wellbeing
     Company, Wellbeing IP Holdco and Wellbeing Edco.

          "Wellbeing Edco" shall mean a Delaware corporation or limited
     liability company formed (or to be formed) by Holdings to promote
     nutritional and wellbeing education.

          "Wellbeing IP Holdco" shall mean a Delaware corporation or limited
     liability company formed (or to be formed) by Holdings to hold the
     intellectual property rights related to the Wellbeing Project.

          "Wellbeing Project" shall mean the start-up, construction and
     operation by Westlake Wellbeing Company of a well-being
     center/hotel/spa/conference center/studio on the Westlake Village Property.

          "Westlake Village Property" shall mean that certain property
     identified to the Administrative Agent of twenty (20) acres (more or less)
     that is adjacent to the parcel on which the U.S. Borrower's Corporate
     Headquarters is located in the City of Westlake Village, Ventura County,
     California.

          "Westlake Wellbeing Company" shall mean a Delaware limited liability
     company formed (or to be formed) by Holdings to construct and operate the
     Wellbeing Project and/or promote nutritional and wellbeing education.

     56. The Credit Agreement is hereby further amended by inserting the
following new Section 16 immediately after Section 15 thereof:

          "SECTION 16. Intermediate Holdco Guaranty.


                                      -23-
<PAGE>

               16.01 The Guaranty. In order to induce the Lenders to enter into
          this Agreement and to extend credit hereunder and to induce the
          Lenders or any of their respective Affiliates to enter into Interest
          Rate Protection Agreements or Other Hedging Agreements, and in
          recognition of the direct benefits to be received by Intermediate
          Holdco from the proceeds of the Loans, the issuance of the Letters of
          Credit and Bank Guaranties and the entering into of Interest Rate
          Protection Agreements or Other Hedging Agreements, Intermediate Holdco
          hereby agrees with the Lenders as follows: Intermediate Holdco hereby
          unconditionally and irrevocably guarantees, as primary obligor and not
          merely as surety the full and prompt payment when due, whether upon
          maturity, acceleration or otherwise, of any and all of the
          Intermediate Holdco Guaranteed Obligations to the Guaranteed
          Creditors. If any or all of the Intermediate Holdco Guaranteed
          Obligations to the Guaranteed Creditors becomes due and payable
          hereunder, Intermediate Holdco unconditionally promises to pay such
          indebtedness to the Guaranteed Creditors, or order, on demand,
          together with any and all expenses which may be incurred by the
          Guaranteed Creditors in collecting any of the Intermediate Holdco
          Guaranteed Obligations. This Intermediate Holdco Guaranty is a
          guaranty of payment and not of collection. This Intermediate Holdco
          Guaranty is a continuing one and all liabilities to which it applies
          or may apply under the terms hereof shall be conclusively presumed to
          have been created in reliance hereon. If claim is ever made upon any
          Guaranteed Creditor for repayment or recovery of any amount or amounts
          received in payment or on account of any of the Intermediate Holdco
          Guaranteed Obligations and any of the aforesaid payees repays all or
          part of said amount by reason of (i) any judgment, decree or order of
          any court or administrative body having jurisdiction over such payee
          or any of its property or (ii) any settlement or compromise of any
          such claim effected by such payee with any such claimant (including
          the Borrowers and any other Intermediate Holdco Guaranteed Party),
          then and in such event Intermediate Holdco agrees that any such
          judgment, decree, order, settlement or compromise shall be binding
          upon Intermediate Holdco, notwithstanding any revocation of this
          Intermediate Holdco Guaranty or any other instrument evidencing any
          liability of either Borrower or any other Intermediate Holdco
          Guaranteed Party, and Intermediate Holdco shall be and remain liable
          to the aforesaid payees hereunder for the amount so repaid or
          recovered to the same extent as if such amount had never originally
          been received by any such payee.

               16.02 Bankruptcy. Additionally, Intermediate Holdco
          unconditionally and irrevocably guarantees the payment of any and all
          of the Intermediate Holdco Guaranteed Obligations to the Guaranteed
          Creditors whether or not due or payable by either Borrower or any
          other Intermediate Holdco Guaranteed Party upon the occurrence of any
          of the events specified in Section 10.05, and unconditionally promises
          to pay such indebtedness to the Guaranteed Creditors, or order, on
          demand.

               16.03 Nature of Liability. The liability of Intermediate Holdco
          hereunder is exclusive and independent of any security for or other
          guaranty of the Intermediate Holdco Guaranteed Obligations whether
          executed by Intermediate Holdco, any other guarantor or by any other
          party, and the liability of Intermediate Holdco hereunder is not
          affected or impaired by (a) any direction as to application of payment
          by either Borrower, any other Intermediate Holdco Guaranteed Party or
          any other party, or (b) any other continuing or other guaranty,
          undertaking or maximum liability of a guarantor or of any


                                      -24-
<PAGE>

          other party as to the Intermediate Holdco Guaranteed Obligations, or
          (c) any payment on or in reduction of any such other guaranty or
          undertaking, or (d) any dissolution, termination or increase, decrease
          or change in personnel by either Borrower or any other Intermediate
          Holdco Guaranteed Party, or (e) any payment made to the Guaranteed
          Creditors on the Intermediate Holdco Guaranteed Obligations which any
          such Guaranteed Creditor repays to either Borrower or any other
          Intermediate Holdco Guaranteed Party pursuant to court order in any
          bankruptcy, reorganization, arrangement, moratorium or other debtor
          relief proceeding, and Intermediate Holdco waives any right to the
          deferral or modification of its obligations hereunder by reason of any
          such proceeding, or (f) any action or inaction of the type described
          in Section 16.05, or (g) the lack of validity or enforceability of any
          Credit Document or any other instrument relating thereto.

               16.04 Independent Obligation. No invalidity, irregularity or
          unenforceability of all or any part of the Intermediate Holdco
          Guaranteed Obligations or of any security therefor shall affect,
          impair or be a defense to this Intermediate Holdco Guaranty, and this
          Intermediate Holdco Guaranty shall be primary, absolute and
          unconditional notwithstanding the occurrence of any event or the
          existence of any other circumstances which might constitute a legal or
          equitable discharge of a surety or guarantor except payment in full in
          cash of the Intermediate Holdco Guaranteed Obligations. The
          obligations of Intermediate Holdco hereunder are independent of the
          obligations of either Borrower, any other Intermediate Holdco
          Guaranteed Party, any other guarantor or any other party and a
          separate action or actions may be brought and prosecuted against
          Intermediate Holdco whether or not action is brought against either
          Borrower, any other Intermediate Holdco Guaranteed Party, any other
          guarantor or any other party and whether or not either Borrower, any
          other Intermediate Holdco Guaranteed Party, any other guarantor or any
          other party be joined in any such action or actions. Intermediate
          Holdco waives, to the full extent permitted by law, the benefit of any
          statute of limitations affecting its liability hereunder or the
          enforcement thereof. Any payment by a Borrower or any other
          Intermediate Holdco Guaranteed Party or other circumstance that
          operates to toll any statute of limitations as to such Borrower or
          such other Intermediate Holdco Guaranteed Party shall operate to toll
          the statute of limitations as to Intermediate Holdco.

               16.05 Authorization. Intermediate Holdco authorizes the
          Guaranteed Creditors without notice or demand (except as shall be
          required by applicable statute and cannot be waived), and without
          affecting or impairing its liability hereunder, from time to time to:

               (a) change the manner, place or terms of payment of, and/or
          change or extend the time of payment of, renew, increase, accelerate
          or alter, any of the Intermediate Holdco Guaranteed Obligations
          (including any increase or decrease in the rate of interest thereon),
          any security therefor, or any liability incurred directly or
          indirectly in respect thereof, and this Intermediate Holdco Guaranty
          made shall apply to the Intermediate Holdco Guaranteed Obligations as
          so changed, extended, renewed, increased or altered;

               (b) take and hold security for the payment of the Intermediate
          Holdco Guaranteed Obligations and sell, exchange, release, impair,
          surrender, realize upon or


                                      -25-
<PAGE>

          otherwise deal with in any manner and in any order any property by
          whomsoever at any time pledged or mortgaged to secure, or howsoever
          securing, the Intermediate Holdco Guaranteed Obligations or any
          liabilities (including any of those hereunder) incurred directly or
          indirectly in respect thereof or hereof, and/or any offset
          thereagainst;

               (c) exercise or refrain from exercising any rights against either
          Borrower, any other Intermediate Holdco Guaranteed Party or others or
          otherwise act or refrain from acting;

               (d) release or substitute any one or more endorsers, guarantors,
          either Borrower, any other Intermediate Holdco Guaranteed Party or
          other obligors;

               (e) settle or compromise any of the Intermediate Holdco
          Guaranteed Obligations, any security therefor or any liability
          (including any of those hereunder) incurred directly or indirectly in
          respect thereof or hereof, and may subordinate the payment of all or
          any part thereof to the payment of any liability (whether due or not)
          of either Borrower or any other Intermediate Holdco Guaranteed Party
          to their respective creditors other than the Guaranteed Creditors;

               (f) apply any sums by whomsoever paid or howsoever realized to
          any liability or liabilities of either Borrower or any other
          Intermediate Holdco Guaranteed Party to the Guaranteed Creditors
          regardless of what liability or liabilities of such Borrower or such
          other Intermediate Holdco Guaranteed Party remain unpaid;

               (g) consent to or waive any breach of, or any act, omission or
          default under, this Agreement, any other Credit Document, any Interest
          Rate Protection Agreement or Other Hedging Agreement or any of the
          instruments or agreements referred to herein or therein, or otherwise
          amend, modify or supplement this Agreement, any other Credit Document,
          any Interest Rate Protection Agreement or Other Hedging Agreement or
          any of such other instruments or agreements; and/or

               (h) take any other action that would, under otherwise applicable
          principles of common law, give rise to a legal or equitable discharge
          of Intermediate Holdco from its liabilities under this Intermediate
          Holdco Guaranty.

               16.06 Reliance. It is not necessary for the Guaranteed Creditors
          to inquire into the capacity or powers of either Borrower or any other
          Intermediate Holdco Guaranteed Party or the officers, directors,
          partners or agents acting or purporting to act on their behalf, and
          any Intermediate Holdco Guaranteed Obligations made or created in
          reliance upon the professed exercise of such powers shall be
          guaranteed hereunder.

               16.07 Subordination. Any of the indebtedness of either Borrower
          or any other Intermediate Holdco Guaranteed Party now or hereafter
          owing to Intermediate Holdco is hereby subordinated to the
          Intermediate Holdco Guaranteed Obligations of such Borrower or such
          other Intermediate Holdco Guaranteed Party owing to the Guaranteed
          Creditors; and if the Administrative Agent so requests at a time when
          an Event of Default exists, all such indebtedness of such Borrower or
          such other Intermediate Holdco Guaranteed Party to Intermediate Holdco
          shall be collected, enforced and received by


                                      -26-
<PAGE>

          Intermediate Holdco for the benefit of the Guaranteed Creditors and be
          paid over to the Administrative Agent on behalf of the Guaranteed
          Creditors on account of the Intermediate Holdco Guaranteed Obligations
          of such Borrower or such Intermediate Holdco Guaranteed Party to the
          Guaranteed Creditors, but without affecting or impairing in any manner
          the liability of Intermediate Holdco under the other provisions of
          this Intermediate Holdco Guaranty. Prior to the transfer by
          Intermediate Holdco of any note or negotiable instrument evidencing
          any of the indebtedness of either Borrower or any other Intermediate
          Holdco Guaranteed Party to Intermediate Holdco, Intermediate Holdco
          shall mark such note or negotiable instrument with a legend that the
          same is subject to this subordination. Without limiting the generality
          of the foregoing, Intermediate Holdco hereby agrees with the
          Guaranteed Creditors that it will not exercise any right of
          subrogation which it may at any time otherwise have as a result of
          this Intermediate Holdco Guaranty (whether contractual, under Section
          509 of the Bankruptcy Code or otherwise) until all Intermediate Holdco
          Guaranteed Obligations have been irrevocably paid in full in cash.

               16.08 Waiver. (a) Intermediate Holdco waives any right (except as
          shall be required by applicable statute and cannot be waived) to
          require any Guaranteed Creditor to (i) proceed against either
          Borrower, any other Intermediate Holdco Guaranteed Party, any other
          guarantor or any other party, (ii) proceed against or exhaust any
          security held from either Borrower, any other Intermediate Holdco
          Guaranteed Party, any other guarantor or any other party or (iii)
          pursue any other remedy in any Guaranteed Creditor's power whatsoever.
          Intermediate Holdco waives any defense based on or arising out of any
          defense of either Borrower, any other Intermediate Holdco Guaranteed
          Party, any other guarantor or any other party, other than payment in
          full in cash of the Intermediate Holdco Guaranteed Obligations, based
          on or arising out of the disability of either Borrower, any other
          Intermediate Holdco Guaranteed Party, any other guarantor or any other
          party, or the unenforceability of the Intermediate Holdco Guaranteed
          Obligations or any part thereof from any cause, or the cessation from
          any cause of the liability of either Borrower or any other
          Intermediate Holdco Guaranteed Party other than payment in full in
          cash of the Intermediate Holdco Guaranteed Obligations. The Guaranteed
          Creditors may, at their election, foreclose on any security held by
          the Administrative Agent, the Collateral Agent or any other Guaranteed
          Creditor by one or more judicial or nonjudicial sales, whether or not
          every aspect of any such sale is commercially reasonable (to the
          extent such sale is permitted by applicable law), or exercise any
          other right or remedy the Guaranteed Creditors may have against either
          Borrower, any other Intermediate Holdco Guaranteed Party or any other
          party, or any security, without affecting or impairing in any way the
          liability of Intermediate Holdco hereunder except to the extent the
          Intermediate Holdco Guaranteed Obligations have been paid in full in
          cash. Intermediate Holdco waives any defense arising out of any such
          election by the Guaranteed Creditors, even though such election
          operates to impair or extinguish any right of reimbursement or
          subrogation or other right or remedy of Intermediate Holdco against
          either Borrower, any other Intermediate Holdco Guaranteed Party or any
          other party or any security.

                    (b) Intermediate Holdco waives all presentments, demands for
               performance, protests and notices, including, without limitation,
               notices of


                                      -27-
<PAGE>

               nonperformance, notices of protest, notices of dishonor, notices
               of acceptance of this Intermediate Holdco Guaranty, and notices
               of the existence, creation or incurring of new or additional
               Intermediate Holdco Guaranteed Obligations. Intermediate Holdco
               assumes all responsibility for being and keeping itself informed
               of each Borrower's and each other Intermediate Holdco Guaranteed
               Party's financial condition and assets, and of all other
               circumstances bearing upon the risk of nonpayment of the
               Intermediate Holdco Guaranteed Obligations and the nature, scope
               and extent of the risks which Intermediate Holdco assumes and
               incurs hereunder, and agrees that the Guaranteed Creditors shall
               have no duty to advise Intermediate Holdco of information known
               to them regarding such circumstances or risks.

                    (c) Until such time as the Intermediate Holdco Guaranteed
               Obligations have been paid in full in cash, Intermediate Holdco
               hereby waives all rights of subrogation which it may at any time
               otherwise have as a result of this Intermediate Holdco Guaranty
               (whether contractual, under Section 509 of the Bankruptcy Code,
               or otherwise) to the claims of the Guaranteed Creditors against
               either Borrower, any other Intermediate Holdco Guaranteed Party
               or any other guarantor of the Intermediate Holdco Guaranteed
               Obligations and all contractual, statutory or common law rights
               of reimbursement, contribution or indemnity from either Borrower,
               any other Intermediate Holdco Guaranteed Party or any other
               guarantor which it may at any time otherwise have as a result of
               this Intermediate Holdco Guaranty.

                    (d) Intermediate Holdco hereby acknowledges and affirms that
               it understands that to the extent the Intermediate Holdco
               Guaranteed Obligations are secured by Real Property located in
               California, Intermediate Holdco shall be liable for the full
               amount of the liability hereunder notwithstanding the foreclosure
               on such Real Property by trustee sale or any other reason
               impairing Intermediate Holdco' or any Guaranteed Creditor's right
               to proceed against either Borrower, any other Intermediate Holdco
               Guaranteed Party or any other guarantor of the Intermediate
               Holdco Guaranteed Obligations. In accordance with Section 2856 of
               the California Code of Civil Procedure, Intermediate Holdco
               hereby waives:

               (i) all rights of subrogation, reimbursement, indemnification,
          and contribution and any other rights and defenses that are or may
          become available to Intermediate Holdco by reason of Sections 2787 to
          2855, inclusive, 2899 and 3433 of the California Code of Civil
          Procedure;

               (ii) all rights and defenses that Intermediate Holdco may have
          because the Intermediate Holdco Guaranteed Obligations are secured by
          Real Property located in California, meaning, among other things,
          that: (A) the Guaranteed Creditors may collect from Intermediate
          Holdco without first foreclosing on any real or personal property
          collateral pledged by either Borrower or any other Credit Party, and
          (B) if the Guaranteed Creditors foreclose on any Real Property
          collateral pledged by either Borrower or any other Credit Party, (1)
          the amount of the Intermediate Holdco Guaranteed Obligations may be
          reduced only by the price for which that collateral is sold at the
          foreclosure sale, even if the collateral is worth more than the sale
          price, and (2) the Guaranteed Creditors may collect from Intermediate
          Holdco even if the Guaranteed Creditors, by foreclosing


                                      -28-
<PAGE>

          on the Real Property collateral, have destroyed any right Intermediate
          Holdco may have to collect from either Borrower or any other
          Intermediate Holdco Guaranteed Party, it being understood that this is
          an unconditional and irrevocable waiver of any rights and defenses
          Intermediate Holdco may have because the Intermediate Holdco
          Guaranteed Obligations are secured by Real Property (including,
          without limitation, any rights or defenses based upon Section 580a,
          580d or 726 of the California Code of Civil Procedure); and

               (iii) all rights and defenses arising out of an election of
          remedies by the Guaranteed Creditors, even though that election of
          remedies, such as a nonjudicial foreclosure with respect to security
          for the Intermediate Holdco Guaranteed Obligations, has destroyed
          Intermediate Holdco' rights of subrogation and reimbursement against
          either Borrower or any other Intermediate Holdco Guaranteed Party by
          the operation of Section 580d of the California Code of Civil
          Procedure or otherwise.

                    (e) Intermediate Holdco warrants and agrees that each of the
               waivers set forth above is made with full knowledge of its
               significance and consequences and that if any of such waivers are
               determined to be contrary to any applicable law of public policy,
               such waivers shall be effective only to the maximum extent
               permitted by law.

               16.09 Payments. All payments made by Intermediate Holdco pursuant
          to this Section 16 shall be made in the respective Applicable Currency
          in which the Intermediate Holdco Guaranteed Obligations are then due
          and payable (giving effect, in the circumstances contemplated by
          Section 1.14, to any conversion occurring pursuant thereto). All
          payments made by Intermediate Holdco pursuant to this Section 16 will
          be made without setoff, counterclaim or other defense, and shall be
          subject to the provisions of Sections 4.03, 4.04 and 13.23.".

     57. By its execution and delivery of this Amendment, Intermediate Holdco
(i) agrees to be become a party to the Credit Agreement as a "Guarantor",
"Credit Agreement Party" and "U.S. Credit Party" and to be bound by the terms
thereof and (ii) makes each of the representations and warranties contained in
Section 7 of the Credit Agreement as of the date hereof, after giving effect to
this Amendment.

     58. Notwithstanding anything to the contrary contained in the Third
Amendment or in any other Credit Document, the Lenders hereby agree that the
Foreign Subsidiary Guarantors shall not be required to deliver to the
Administrative Agent copies of the resolutions described in clause (iii) of Part
5 of Section III of the Third Amendment; it being understood and agreed that (i)
the agreement contained in this Part 58 of Section I of this Amendment is
provided for the administrative convenience of the Foreign Subsidiary Guarantors
and shall not be (and shall not be construed to be) a waiver of any condition,
representation or other provision of the Third Amendment or any other Credit
Document requiring the due authorization of the Third Amendment and the related
transactions contemplated thereby by the Foreign Subsidiary Guarantors and (ii)
the Third Amendment is deemed to be a Credit Document for all purposes of the
Credit Agreement and the other Credit Documents.


                                      -29-
<PAGE>

II.  Miscellaneous Provisions.

     1. In order to induce the Lenders to enter into this Amendment, each Credit
Agreement Party hereby represents and warrants that:

          (a) no Default or Event of Default exists as of the Fourth Amendment
     Effective Date, both immediately before and immediately after giving effect
     thereto; and

          (b) all of the representations and warranties contained in the Credit
     Agreement and the other Credit Documents are true and correct in all
     material respects on the Fourth Amendment Effective Date both immediately
     before and immediately after giving effect thereto, with the same effect as
     though such representations and warranties had been made on and as of the
     Fourth Amendment Effective Date (it being understood that any
     representation or warranty made as of a specific date shall be true and
     correct in all material respects as of such specific date).

     2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

     3. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with Holdings and the Administrative Agent.

     4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     5. This Amendment shall become effective on the date (the "Fourth Amendment
Effective Date") when each of the following conditions shall have been
satisfied:

          (i) each Credit Agreement Party and Lenders constituting the Required
     Lenders shall have signed a counterpart hereof (whether the same or
     different counterparts) and shall have delivered (including by way of
     facsimile transmission) the same to White & Case LLP, 1155 Avenue of the
     Americas, New York, NY 10036, Attention: May Yip (facsimile number
     212-354-8113);

          (ii) there shall have been delivered to the Administrative Agent
     copies of resolutions of the Board of Directors of each Credit Agreement
     Party approving and authorizing the execution, delivery and performance of
     this Amendment and the Credit Documents as amended by this Amendment,
     certified by the corporate secretary or an assistant secretary of such
     Credit Agreement Party as being in full force and effect without
     modification or amendment; and

          (iii) the Holdco Contribution Requirements (as defined in Section 1 of
     this Amendment) shall have been satisfied.


                                      -30-
<PAGE>

     6. From and after the Fourth Amendment Effective Date all references in the
Credit Agreement and each of the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as modified hereby on
the Fourth Amendment Effective Date.

                                      * * *


                                      -31-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.




                                            DHM HOLDING COMPANY, INC.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            DOLE HOLDING COMPANY, LLC.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            DOLE FOOD COMPANY, INC.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            SOLVEST, LTD.



                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

<PAGE>

                                            DEUTSCHE BANK AG NEW YORK BRANCH,
                                               Individually, and as
                                                Administrative Agent



                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            BANC OF AMERICA SECURITIES LLC,
                                               Individually, as Co-Syndication
                                                Agent and as Joint Lead Arranger


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            THE BANK OF NOVA SCOTIA,
                                               Individually, as Co-Syndication
                                                Agent and as Joint Lead Arranger


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

<PAGE>

                                            FLEET NATIONAL BANK,
                                               Individually, and as
                                                Co-Documentation Agent


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            SOCIETE GENERALE,
                                               Individually, and as
                                                Co-Documentation Agent


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            DEUTSCHE BANK SECURITIES INC.,
                                               as Joint Lead Arranger


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

<PAGE>

                                        SIGNATURE PAGE TO THE FOURTH AMENDMENT
                                        TO CREDIT AGREEMENT, DATED AS OF
                                        FEBRUARY 27, 2004, AMONG DHM HOLDING
                                        COMPANY, INC., DOLE FOOD COMPANY, INC.,
                                        SOLVEST LTD., THE LENDERS FROM TIME TO
                                        TIME PARTY TO THE CREDIT AGREEMENT,
                                        DEUTSCHE BANK AG NEW YORK BRANCH, AS
                                        ADMINISTRATIVE AGENT, BANC OF AMERICA
                                        SECURITIES LLC AND THE BANK OF NOVA
                                        SCOTIA, AS CO-SYNDICATION AGENTS, FLEET
                                        NATIONAL BANK AND SOCIETE GENERALE, AS
                                        CO-DOCUMENTATION AGENTS AND DEUTSCHE
                                        BANK SECURITIES INC. AND BANC OF AMERICA
                                        SECURITIES LLC AS CO-LEAD ARRANGERS AND
                                        JOINT BOOK RUNNING MANAGERS

                                        NAME OF INSTITUTION:




                                        By:
                                            ------------------------------------
                                            Name:
                                            Title: