Exhibit 4.9

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 24, 2001 is among Dole Food Company, Inc., Dole Fresh Fruit International, Limited
and Solvest, Ltd. (collectively, the "Borrowers"), the undersigned lenders (together with their respective successors and assigns, the
"Lenders"), Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), Commerzbank AG, as syndication agent for the Lenders (in such capacity, the "Syndication Agent"), and The Bank of Nova
Scotia and CoBank ACB, as documentation agents for the Lenders (in such capacity, the "Documentation Agents").

WHEREAS,
the Borrowers, various lenders, the Administrative Agent and various other agents entered into a Credit Agreement dated as of July 11, 2000 (as amended, the
"Credit Agreement"; terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined
therein); and

WHEREAS,
the parties hereto desire to amend the Credit Agreement as set forth herein and to restate the Credit Agreement in its entirety to read as set forth in the Credit Agreement
with the amendments specified below;

NOW,
THEREFORE, the parties hereto agree as follows:

SECTION
1.Amendments.Effective as of the date hereof and subject to the occurrence of the Restatement
Effective Date (as defined below), the Credit Agreement shall be amended as set forth below:

(a) The
definition of Applicable Facility Fee Percentage in Section 1.1 is amended by (i) deleting the table therein and substituting the following
therefor:

Senior Unsecured Debt
Rating Category

Applicable Facility
Fee PercentageCategory 1
  BBB+ or higher by S & P or
  Baa1 or higher by Moody's

0.100
%Category 2
  BBB by S&P or
  Baa2 by Moody's

0.150
%Category 3
  BBB- by S&P and
  Baa3 by Moody's

0.200
%Category 4
  BBB- by S&P and
  Lower than Baa3 by Moody's
         or
  Lower than BBB- by S&P and
  Baa3 by Moody's

0.225
%Category 5
  BB+ by S&P or
  Ba1 by Moody's

0.250
%Category 6
  Lower than BB+ by S&P and
  Lower than Ba1 by Moody's

0.300
%


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;
and (ii) amending the first sentence after such table by (A) adding the words "unless Category 4 applies" before the comma at the end of clause (i) thereof and
(B) deleting the reference to "Category 4" at the end of clause (iii) thereof and substituting "Category 6" therefor.

(b) The
definition of Applicable Offshore Rate Margin in Section 1.1 is amended by (i) deleting the table therein and substituting the following therefor:

|Senior Unsecured Debt
Rating Category                                                                                |  | Applicable Offshore
Rate Margin |  
|-------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | -
|Category 1
  BBB+ or higher by S&P or
  Baa1 or higher by Moody's                                                    |  | 0.400                           | %
|Category 2
  BBB by S&P or
  Baa2 by Moody's                                                                         |  | 0.600                           | %
|Category 3
  BBB- by S&P and
  Baa3 by Moody's                                                                       |  | 0.800                           | %
|Category 4
  BBB- by S&P and
  Lower than Baa3 by Moody's
         or
  Lower than BBB- by S&P and
  Baa3 by Moody's |  | 0.900                           | %
|Category 5
  BB+ by S&P or
  Ba1 by Moody's                                                                          |  | 1.000                           | %
|Category 6
  Lower than BB+ by S&P and
  Lower than Ba1 by Moody's                                                   |  | 1.450                           | %

;
and (ii) amending the first sentence after such table by (A) adding the words "unless Category 4 applies" before the comma at the end of clause (i) thereof and
(B) deleting the reference to "Category 4" at the end of clause (iii) thereof and substituting "Category 6" therefor.

(c) Section 2.1
is amended by deleting the first sentence in clause (E) and substituting the following therefor:"Current
Commitment Termination Date"shall initially mean August 23, 2002.

(d) Each
of Section 4.4 and 5.2 is amended by deleting the date "January 1, 2000" and substituting the date "December 30, 2000" therefor.

(e) All
references in the Credit Agreement to the Company being a "Hawaii" corporation are deemed amended to state that the Company is a "Delaware" corporation.

(f)  Clause (A)
of Section 2.12 is amended by (i) deleting the first sentence therein and substituting the following therefor:



2

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;
and (ii) adding the following sentence at the end thereof:



(g) Clause (B)
of Section 2.12 is amended by deleting the language "as of the Initial Interest Period Termination Date or such Proposed Extension
Effective Date, as the case may be" therein and substituting the words "as of the effective date of such increase" therefor.

(h) Section 9.6
is amended by deleting the amount "$350,000,000" therein and substituting $275,000,000 therefor.

(i)  Clause (D)
of Section 9.2 is amended by deleting the last sentence therein and substituting the following therefor:



(j)  Schedule 2.1
is amended in its entirety by substitutingSchedule 2.1hereto therefor.

(k) Schedule 9.7
is amended in its entirety by substitutingSchedule 9.7hereto therefor.

SECTION
2.Representations and Warranties.To induce the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agents to enter into this agreement, the Borrowers represent and warrant that:

(a) The
representations and warranties set forth in Section 4 of the Credit Agreement, as amended and restated hereby (as so amended and restated, the
"Restated Credit Agreement") are true, correct and complete in all material respects on the date hereof as if made on and as of the date hereof, except
to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material
respects on and as of such earlier date.

(b) No
Event of Default, Cross Default or Potential Event of Default exists on the date hereof.

(c) The
execution and delivery hereof by the Borrowers and the performance by the Borrowers of their respective obligations under the Restated Credit Agreement
(i) are within the powers of each Borrower, (ii) have been duly authorized by all necessary action on the part of each Borrower, (iii) have, assuming the Lenders' actions are
consistent with Section 9.1 of the Restated Credit Agreement, received all necessary governmental approval and (iv) do not and will not (A) violate the Certificate of
Incorporation or Bylaws of the Company or the Memorandum of Association or Articles of Incorporation of DFFI or Solvest, (B) violate any order, judgment or decree of any court or other agency
of government binding on any Borrower, (C) assuming the Lenders' actions are consistent with the representation made in subsection 9.1 of the Restated Credit Agreement, violate any provision of
law applicable to any Borrower, (D) conflict with, result in a breach of or constitute (with due notice or

3

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lapse of time or both) a default under any Contractual Obligation of any Borrower, (E) result in or require the creation or imposition of any Lien upon any material properties or assets of any
Borrower or (F) require any approval or consent of stockholders, or require any approval or consent of any Person under any Contractual Obligation, of any Borrower, except with respect to this clause (F)for such approvals or consents as have been obtained and are in full force and effect.

(d) The
Restated Credit Agreement is the legally valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. The
Company Guaranty (i) continues in full force and effect after giving effect to the amendment and restatement of the Credit Agreement pursuant hereto and (ii) is the legally valid and
binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or limiting creditors' rights generally or by equitable principles relating to enforceability.

SECTION
3.Effectiveness.The Restated Credit Agreement shall become effective on the date (the
"Restatement Effective Date") when the Administrative Agent shall have received:

(a)Restated Credit Agreement.Signature pages hereto signed by the Borrowers, the Syndication Agent,
the Documentation Agents, the Administrative Agent and each of the Lenders (it being understood that the Administrative Agent may rely on a facsimile of any signature page as if it were an original).

(b)Resolutions; Incumbency.



(c)Legal Opinions.The opinion of O'Melveny & Myers LLP, substantially in the form of
Attachment 1.

(d)Confirmation.A Confirmation, substantially in the form ofAttachment
2,signed on behalf of the Company.

(e)Other Documents.Such other documents as the Administrative Agent or any Lender may reasonably
request.

(f)Payment of Obligations.Evidence of payment by the Borrowers of all amounts payable under the
Credit Agreement (other than contingent indemnification obligations) and all accrued and unpaid fees, costs and expenses payable hereunder to the extent then due.

SECTION
4.Miscellaneous.

4.1Amendment and Restatement.Upon the effectiveness hereof, the Credit Agreement shall be restated in
its entirety to read as set forth in the Credit Agreement as amended hereby and all rights and obligations of the parties shall be as set forth in the Restated Credit Agreement (except that any
provision of the Credit Agreement which by its terms survives termination thereof shall remain in full force and effect).

4

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4.2Counterparts.This agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

4.3GOVERNING LAW.THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE
LAW OF CONFLICTS) OF THE STATE OF CALIFORNIA.

4.4Successors and Assigns.This agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties hereto and the respective successors and assigns of the Lenders and the Administrative Agent.

4.5
(a)Tax Forms.Each Lender which was not a party to the Credit Agreement prior to the amendment and
restatement thereof pursuant hereto shall deliver to the Borrowers any forms required by the first
sentence of each of subsection 2.11B or 2.11C promptly (and in any event within 15 days) after the effectiveness hereof.

(b)Evidence of Exemption from U.S. Withholding Tax.The provisions of this subsection 4.5(b) shall
apply notwithstanding anything to the contrary in Section 2.11 of the Credit Agreement.



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[Remainder
of page intentionally left blank]

6

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IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above
written.

| |  | DOLE FOOD COMPANY, INC.,a Delaware corporation               
| |  | -------------------------------------------------------------
| |  | By:                                                          
| |  | Name:                                                        
| |  | Title:                                                       
| |  | DOLE FRESH FRUIT INTERNATIONAL LIMITED,a Liberian corporation
| |  | By:                                                          
| |  | Name:                                                        
| |  | Title:                                                       
| |  | SOLVEST, LTD.,
a Bermuda corporation                         
| |  | By:                                                          
| |  | Name:                                                        
| |  | Title:                                                       
| |  | BANK OF AMERICA, N.A.,as Administrative Agent and as Lender  
| |  | By:                                                          
| |  | Name:                                                        
| |  | Title:                                                       

S1

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| |  | COMMERZBANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES,as Syndication Agent and as Lender
| |  | -------------------------------------------------------------------------------------
| |  | By:                                                                                  
| |  | Name:                                                                                
| |  | Title:                                                                               

S2

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| |  | THE BANK OF NOVA SCOTIA,as Documentation Agent and as Lender
| |  | ------------------------------------------------------------
| |  | By:                                                         
| |  | Name:                                                       
| |  | Title:                                                      

S3

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| |  | COBANK, ACB,as Documentation Agent and as Lender
| |  | ------------------------------------------------
| |  | By:                                             
| |  | Name:                                           
| |  | Title:                                          

S4

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| |  | COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK BA., "RABOBANK NEDERLAND", NEW YORK BRANCH,as Lender
| |  | ----------------------------------------------------------------------------------------------------
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              

S5

---

| |  | SUNTRUST BANK,as Lender
| |  | -----------------------
| |  | By:                    
| |  | Name:                  
| |  | Title:                 

S6

---

| |  | THE FUJI BANK, LIMITED,as Lender
| |  | --------------------------------
| |  | By:                             
| |  | Name:                           
| |  | Title:                          

S7

---

| |  | STANDARD CHARTERED BANK,as Lender
| |  | ---------------------------------
| |  | By:                              
| |  | Name:                            
| |  | Title:                           

S8

---

| |  | WELLS FARGO BANK, N.A.,as Lender
| |  | --------------------------------
| |  | By:                             
| |  | Name:                           
| |  | Title:                          

S9

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| |  | MELLON BANK, N.A.,as Lender
| |  | ---------------------------
| |  | By:                        
| |  | Name:                      
| |  | Title:                     

S10

---

| |  | DEUTSCHE BANK AG NEW YORK BRANCH,as a Lender
| |  | --------------------------------------------
| |  | By:                                         
| |  | Name:                                       
| |  | Title:                                      
| |  | By:                                         
| |  | Name:                                       
| |  | Title:                                      

S11

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SCHEDULE 2.1  PRO RATA COMMITMENTS  AND PRO RATA SHARES

|Lender                                                                                    |  | Pro Rata Commitment |             | Pro Rata Share |         
|----------------------------------------------------------------------------------------- |  | ------------------- | ----------- | -------------- | --------
|Bank of America, N.A.                                                                     |  | $                   | 23,000,000  |                | 11.50000
|CommerzBank AG,
New York and Grand
Cayman Branches                                        |  |                     | 21,000,000  |                | 10.50000
|The Bank of Nova Scotia                                                                   |  |                     | 21,000,000  |                | 10.50000
|CoBank, ACB                                                                               |  |                     | 21,000,000  |                | 10.50000
|Cooperative Centrale Raiffeisen
Boergenleebank BA., "Rabobank
Nederland", New York Branch |  |                     | 19,500,000  |                | 9.75000 
|Suntrust Bank                                                                             |  |                     | 19,500,000  |                | 9.75000 
|Deutsche Bank AG
New York Branch                                                          |  |                     | 15,000,000  |                | 7.50000 
|The Fuji Bank, Limited                                                                    |  |                     | 15,000,000  |                | 7.50000 
|Standard Chartered Bank                                                                   |  |                     | 15,000,000  |                | 7.50000 
|Wells Fargo Bank, N.A.                                                                    |  |                     | 15,000,000  |                | 7.50000 
|Mellon Bank, N.A.                                                                         |  |                     | 15,000,000  |                | 7.50000 
|Total                                                                                     |  | $                   | 200,000,000 |                | 100     

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SCHEDULE 9.7  OFFSHORE AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES

COMPANY:

DOLE FOOD COMPANY, INC.

|One Dole Drive                    
|----------------------------------
|Westlake Village, California 91362
|Attention:                        
|Telephone:                        
|Facsimile:                        

DFFI:

DOLE FRESH FRUIT INTERNATIONAL, LIMITED

|100 M. Norte Supermercado, Yaohan
|---------------------------------
|San Jose, Costa Rica             
|Attention:                       
|Telephone:                       
|Facsimile:                       

SOLVEST, LTD.:

SOLVEST, LTD.

|One Dole Drive                    
|----------------------------------
|Westlake Village, California 91362
|Attention:                        
|Telephone:                        
|Facsimile:                        

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BANK OF AMERICA, N.A.

Administrative Agent's Office and Bank of America's Lending Office
(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|Bank of America, N.A.
1850 Gateway Boulevard, 5th Floor
Mail Code: CA4-706-05-09
Concord, California 94520
|----------------------------------------------------------------------------------------------------------
|Attention:                                                                                                
|Telephone:                                                                                                
|Facsimile:                                                                                                
|Electronic Mail:                                                                                          
|                                                                                                          

Other Notices as Administrative Agent:

|Bank of America, N.A.
Agency Management-LA
555 South Flower Street, 11th Floor
Mail Code: CA9-706-11-03
Los Angeles, California 90071
|-------------------------------------------------------------------------------------------------------------------------------------
|Attention:                                                                                                                           
|Telephone:                                                                                                                           
|Facsimile:                                                                                                                           
|Electronic Mail:                                                                                                                     

Other Notices:

|Bank of America, N.A.
231 South LaSalle Street
Chicago, Illinois 60697
|----------------------------------------------------------------------
|Attention:                                                            
|Telephone:                                                            
|Facsimile:                                                            
|Electronic Mail:                                                      

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COMMERZBANK AG

(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|Commerzbank AG, New York Branch
2 World Financial Center
New York, New York 10281-1050
Attention: Christine Hunermund
|---------------------------------------------------------------------------------------------------------------------
|Telephone:                                                                                                           
|Facsimile:                                                                                                           
|                                                                                                                     

Other Notices:

|Commerzbank AG, Los Angeles Branch
633 West Fifth Street, Suite 6600
Los Angeles, California 90071
|--------------------------------------------------------------------------------------------------
|Attention:                                                                                        
|Telephone:                                                                                        
|Facsimile:                                                                                        
|Commerzbank AG, Los Angeles Branch
633 West Fifth Street, Suite 6600
Los Angeles, California 90071
|Attention:                                                                                        
|Telephone:                                                                                        
|Facsimile:                                                                                        

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THE BANK OF NOVA SCOTIA

(for payments and Notice of BorrowingNotice of Conversion/Continuation:

|The Bank of Nova Scotia
580 California Street, Suite 2100
San Francisco, California 94104
|-----------------------------------------------------------------------------------------
|Attention:                                                                               
|Telephone:                                                                               
|Facsimile:                                                                               
|Electronic Mail:                                                                         
|Bank Name:                                                                               
|ABA No.:                                                                                 
|Account:                                                                                 
|Account No.:                                                                             
|Reference:                                                                               

Other Notices:

|The Bank of Nova Scotia
600 Peachtree Street N.E., #2700
Atlanta, Georgia 30308
|-------------------------------------------------------------------------------
|Attention:                                                                     
|Telephone:                                                                     
|Facsimile:                                                                     
|Electronic Mail:                                                               

COBANK, ACB

(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|CoBANK, ACB
Dept. 167
5500 S. Quebec Street
Englewood, Colorado 80291-0167
|--------------------------------------------------------------------------
|Attention:                                                                
|Telephone:                                                                
|Facsimile:                                                                
|Bank Name:                                                                
|ABA No.:                                                                  
|Account:                                                                  
|Reference:                                                                

---

Other Notices:

|CoBANK, ACB
5500 South Quebec Street
Englewood, Colorado 80111
|--------------------------------------------------------------
|Attention:                                                    
|Telephone:                                                    
|Facsimile:                                                    

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW YORK BRANCH

(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland"
10 Exchange Place, 16th Floor
Jersey City, New Jersey 07302
|--------------------------------------------------------------------------------------------------------------------------------------
|Attention:                                                                                                                            
|Telephone:                                                                                                                            
|Facsimile:                                                                                                                            
|Bank Name:                                                                                                                            
|ABA No.:                                                                                                                              
|Account:                                                                                                                              
|Account No.                                                                                                                           
|Attention:                                                                                                                            
|Reference:                                                                                                                            

Other Notices:

|Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch
4 Embarcadero Center, Suite 3200
San Francisco, California 94111
|------------------------------------------------------------------------------------------------------------------------------------------------------------
|Attention:                                                                                                                                                  
|Telephone:                                                                                                                                                  
|Facsimile:                                                                                                                                                  

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SUNTRUST BANK

(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|SunTrust Bank
P.O. Box 41418
Atlanta, Georgia 30303
|---------------------------------------------------
|Attention:                                         
|Telephone:                                         
|Facsimile:                                         
|Electronic Mail:                                   
|Bank Name:                                         
|ABA No.:                                           
|Account:                                           
|Account No.:                                       
|Attention:                                         
|Reference:                                         

Other Notices:

|SunTrust Bank
4040 Civic Center Dr.
Suite 200
San Rafael, California 94903
|--------------------------------------------------------------------------
|Attention:                                                                
|Telephone:                                                                
|Facsimile:                                                                
|Electronic Mail:                                                          

STANDARD CHARTERED BANK

(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|Standard Chartered Bank
7 World Trade Center
New York, New York 10018
|---------------------------------------------------------------------
|Attention:                                                           
|Telephone:                                                           
|Facsimile:                                                           
|Bank Name:                                                           
|ABA No.:                                                             
|Account:                                                             
|Account No.:                                                         
|Reference:                                                           

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Other Notices:

|Standard Chartered Bank
790 East Colorado Blvd., Suite 808
Pasadena, California 91101
|-------------------------------------------------------------------------------------
|Attention:                                                                           
|Telephone:                                                                           
|Facsimile:                                                                           

MELLON BANK, N.A.

(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|Mellon Bank, N.A.
Three Mellon Center, Rm. 1204
Pittsburgh, Pennsylvania 15259
|------------------------------------------------------------------------------
|Attention:                                                                    
|Telephone:                                                                    
|Facsimile:                                                                    
|Bank Name:                                                                    
|ABA No.:                                                                      
|Account:                                                                      
|Account No.:                                                                  
|Reference:                                                                    

Other Notices:

|Mellon Bank, N.A.
400 So. Hope Street, 5th Floor
Los Angeles, California 90071
|------------------------------------------------------------------------------
|Attention:                                                                    
|Telephone:                                                                    
|Facsimile:                                                                    
|Electronic Mail:                                                              

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WELLS FARGO BANK, N.A.

(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|Wells Fargo Bank, N.A.
Commercial Banking Service Center
201 Third Street, 8th Floor
MAC A0187-081
San Francisco, California 94103
|----------------------------------------------------------------------------------------------------------------------------------
|Attention:                                                                                                                        
|Telephone:                                                                                                                        
|Facsimile:                                                                                                                        
|Bank Name:                                                                                                                        
|ABA No.:                                                                                                                          
|Account:                                                                                                                          
|Account No.:                                                                                                                      
|Reference:                                                                                                                        

Other Notices:

|Wells Fargo Bank, N.A.
707 Wilshire Blvd., 16th Floor
MAC E818-163
Los Angeles, California 90017
|------------------------------------------------------------------------------------------------
|Attention:                                                                                      
|Telephone:                                                                                      
|Facsimile:                                                                                      
|Wells Fargo Bank, N.A.
707 Wilshire Blvd., 16th Floor
MAC E818-163
Los Angeles, California 90017
|Attention:                                                                                      
|Telephone:                                                                                      
|Facsimile:                                                                                      

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THE FUJI BANK, LIMITED

(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|The Fuji Bank, Limited
Two World Trade Center, 79th Floor
New York, New York 10048
|----------------------------------------------------------------------------------
|Attention:                                                                        
|Telephone:                                                                        
|Facsimile:                                                                        
|Bank Name:                                                                        
|ABA No.:                                                                          
|Account:                                                                          
|Account No.:                                                                      
|Reference:                                                                        

Other Notices:

|The Fuji Bank, Limited
333 South Hope Street, 39th Floor
Los Angeles, California 90071
|--------------------------------------------------------------------------------------
|Attention:                                                                            
|Telephone:                                                                            
|Facsimile:                                                                            
|Electronic Mail:                                                                      

DEUTSCHE BANK AG NEW YORK BRANCH

(for payments and Notice of BorrowingNotice of Conversion/Continuation):

|Deutsche Bank AG New York Branch
31 West 52nd Street, Mailstop NYC01-2412
New York, New York 10019
|--------------------------------------------------------------------------------------------------
|Attention:                                                                                        
|Telephone:                                                                                        
|Facsimile:                                                                                        
|Electronic Mail:                                                                                  
|Bank Name:                                                                                        
|ABA No.:                                                                                          
|Account:                                                                                          
|Account No.:                                                                                      
|Attention:                                                                                        
|Reference:                                                                                        

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Other Notices:

|Deutsche Bank AG New York Branch
31 West 52nd Street, Mailstop NYC01-2412
New York, New York 10019
|--------------------------------------------------------------------------------------------------
|Attention:                                                                                        
|Telephone:                                                                                        
|Facsimile:                                                                                        
|Electronic Mail:                                                                                  
|Deutsche Bank AG New York Branch
130 Liberty Street, Mailstop NYC02-1414
New York, New York 10006 
|Attention:                                                                                        
|Telephone:                                                                                        
|Facsimile:                                                                                        
|Electronic Mail:                                                                                  

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ATTACHMENT 2    CONFIRMATION    Dated as of August 24, 2001

Please
refer to (a) the Amended and Restated Credit Agreement dated as of August 24, 2001 (the "Amended and Restated Credit
Agreement") among Dole Food Company, Inc. (the "Company"), Dole Fresh Fruit International, Limited and
Solvest, Ltd. (collectively, the "Borrowers"), various financial institutions (together with their respective successors and assigns, the
"Lenders"), Bank of America, N.A., as Administrative Agent, Commerzbank AG, as Syndication Agent, and The Bank of Nova Scotia and CoBank ACB, as
Documentation Agents; and (b) the Guaranty dated as of July 11, 2000 (the "Company Guaranty") issued by the Company.

The
Company hereby confirms to the Administrative Agent and the Lenders that (a) after giving effect to the Amended and Restated Credit Agreement and the transactions
contemplated thereby, the Company Guaranty continues in full force and effect and is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to
enforceability; and (b) all references in the Company Guaranty to the "Credit Agreement" shall be deemed to be references to the Amended and Restated Credit Agreement.

| |  | DOLE FOOD COMPANY, INC.
| |  | -----------------------
| |  | By:                    
| |  | Name                   
| |  | Title                  

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