EX-10.5





 Exhibit 10.5 

Execution Version 

FIRST AMENDMENT TO CREDIT AGREEMENT 

FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 6, 2018 (this “Amendment”), by and among DFC Holdings, LLC, a
Delaware limited liability company (“Holdings”), Dole Food Company, Inc., a North Carolina corporation (the “Company”), Solvest, Ltd. (the “Bermuda Borrower” and, together with the Company, the
“Borrowers”), the other Loan Parties party hereto, the Lenders (as defined below) party hereto and Bank of America, N.A., as Administrative Agent.6 

RECITALS: 

WHEREAS, reference is hereby made to the Credit Agreement, dated as of April 6, 2017 (as amended, restated, supplemented or
otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among Holdings, the Borrowers, the
lending institutions from time to time parties thereto (the “Lenders”) and Bank of America, N.A., as Administrative Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement); and 

WHEREAS, Holdings and the Borrowers have requested that the Administrative Agent and Lenders party hereto amend certain provisions of
the Credit Agreement in certain respects as more fully described herein, and the Administrative Agent and Lenders party hereto (which constitute Required Lenders) have agreed to permit such amendments, all subject to the terms and conditions set
forth herein. 
 NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the
parties hereto agree as follows: 
  

	1.	 Amendment. The Credit Agreement is, effective as of the First Amendment Effective Date, hereby amended
to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto. 



 

	2.	 Reaffirmation. 



 

	 	(a)	 Each of the Loan Parties hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the
date hereof, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated
hereby. 


  

	 	(b)	 Each of the Loan Parties, by its signature below, hereby affirms and confirms (i) its obligations under
each of the Loan Documents to which it is a party, and (ii) the pledge of and/or grant of a security interest in its assets which are Collateral to 















	 	
secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect
in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents. 

  

	3.	 Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except by an
instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. 


  

	4.	 Representations and Warranties. Each Loan Party hereby represents and warrants as follows as of the date
hereof: 


  

	 	(a)	 Each Loan Party is duly authorized to execute, deliver and perform this Amendment. The execution, delivery and
performance of this Amendment have been duly authorized by all necessary corporate or organizational action, and do not (i) violate any provision of the certificate of incorporation, by-laws, certificate
of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational document, as the case may be, of the Loan Parties; (ii) contravene any material provision of any
applicable law, statute, rule or regulation, or any order, writ, injunction or decree of any court or governmental instrumentality; or (iii) result in or require the imposition of any Lien upon any of the material property or assets of the
Company or any of its Restricted Subsidiaries, except with respect to contravention, violation or imposition of any Lien referred to in clauses (ii) and (iii) above, that could not reasonably be expected to result in a Material Adverse Effect.



  

	 	(b)	 Each of this Amendment and each other Loan Document, after giving effect to the amendments pursuant to this
Amendment, is a legal, valid and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. 


  

	 	(c)	 The representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan
Documents are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality is true and correct in all respects) on and as of the date hereof, except where any representation
and warranty is expressly made as of a specific earlier date, such representation and warranty is true in all material respects as of any such earlier date. 


  

	5.	 First Amendment Effective Date Conditions. This Amendment will become effective on the date (the
“First Amendment Effective Date”) on which the conditions set forth on Schedule I hereto are satisfied or waived. 


  

	6.	 Entire Agreement. This Amendment, the Amended Credit Agreement and the other Loan Documents constitute
the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter
hereof. 



  
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	7.	 GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. 


  

	8.	 Severability. Any term or provision of this Amendment which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Amendment or affecting the validity or
enforceability of any of the terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.



  

	9.	 Counterparts. This Amendment may be executed in counterparts (including by facsimile or other electronic
transmission), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 


  

	10.	 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10. 



 

	11.	 Loan Document. On and after the First Amendment Effective Date, this Amendment shall constitute a
“Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents (it being understood that for the avoidance of doubt this Amendment may be amended or waived solely by the parties hereto as set forth in
Section 3 above). 


  

	12.	 Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by
implication or otherwise limit, impair, constitute a novation or waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent, in each case under the Credit Agreement or any other Loan Document, and
(ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. From and after the First Amendment Effective Date, all
references to the Credit Agreement in any 



  
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Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall,
unless expressly provided otherwise, refer to the Amended Credit Agreement. 

 [signature pages to follow] 

  
 4 













 
					
	DOLE FOOD COMPANY, INC., as Borrower
		
	By:	 	 /s/ Johan Malmqvist

		 	Name: Johan Malmqvist
		 	Title: Vice President, Chief Financial Officer and Treasurer
		
	By:	 	 /s/ W. Scott Campbell

		 	Name: W. Scott Campbell
		 	Title: Assistant Treasurer
	
	SOLVEST, LTD., as Bermuda Borrower
		
	By:	 	 /s/ Johan Malmqvist

		 	Name: Johan Malmqvist
		 	Title: Director, Vice President, and Treasurer
		
	By:	 	 /s/ W. Scott Campbell

		 	Name: W. Scott Campbell
		 	Title: Assistant Treasurer
	
	DFC HOLDINGS, LLC, as Holdings
		
	By:	 	 /s/ Gary Wong

		 	Name: Gary Wong
		 	Title:	 	Vice President, Chief Financial Officer and Treasurer
		
	By:	 	 /s/ Ryan Gores

		 	Name: Ryan Gores
		 	Title	 	Vice President, General Counsel and Secretary



  
 [Dole —First
Amendment] 













 
	
	AG 1972, INC.
	BANANERA ANTILLANA (COLOMBIA), INC.
	BLUE ANTHURIUM, INC.
	BUD ANTLE, INC.
	CALICAHOMES, INC.
	CERULEAN, INC.
	DB NORTH, LLC
	DB SOUTH, LLC
	DOLE ASSETS, INC.
	DOLE BERRY COMPANY
	DOLE CITRUS
	DOLE DRIED FRUIT AND NUT COMPANY
	DOLE EUROPE COMPANY
	DOLE FOODS FLIGHT OPERATIONS, INC.
	DOLE FRESH FRUIT COMPANY
	DOLE FRESH VEGETABLES, INC.
	DOLE HOLDINGS, INC.
	DOLE LAND COMPANY, INC.
	DOLE NORTHWEST, INC.
	DOLE OCEAN CARGO EXPRESS, INC.
	DOLE ORLAND, INC.
	DOLE SUNFRESH EXPRESS, INC.
	LA PETITE D’AGEN, INC.
	LINDERO HEADQUARTERS COMPANY, INC.
	MILAGRO RANCH, LLC
	OCEANVIEW PRODUCE LLC
	RENAISSANCE CAPITAL CORPORATION
	ROYAL PACKING LLC
	STANDARD FRUIT AND STEAMSHIP COMPANY
	STANDARD FRUIT COMPANY
	WAHIAWA WATER COMPANY, INC., each as a Guarantor


 
			
		
	By:	 	 /s/ Johan Malmqvist

		 	Name: Johan Malmqvist
		 	Title: Vice President and Treasurer
		
	By:	 	 /s/ W. Scott Campbell

		 	Name: W. Scott Campbell
		 	Title: Assistant Treasurer



  
 [Dole —First
Amendment] 













 
	
	AGOURA, LIMITED
	BALTIME, LIMITED
	CAMARILLO, LIMITED
	DOLE FOREIGN HOLDINGS II, LTD.
	DOLE FOREIGN HOLDINGS, LTD.
	DOLE FRESH FRUIT INTERNATIONAL, LIMITED
	DOLE INTERNATIONAL, LTD.
	INTERFRUIT COMPANY, LIMITED
	MAHELE, LIMITED
	REEFERSHIP MARINE SERVICES, LTD.
	SOLAMERICA, LTD.
	STANDARD FRUIT COMPANY (BERMUDA) LTD.
	TRANSFRUT EXPRESS LIMITED
	VENTURA TRADING LTD.
	MENDOCINO LIMITED, each as a Guarantor


 
			
		
	By:	 	 /s/ Johan Malmqvist

		 	Name: Johan Malmqvist
		 	Title: Vice President and Treasurer
		
	By:	 	 /s/ W. Scott Campbell

		 	Name: W. Scott Campbell
		 	Title: Assistant Treasurer



  
 [Dole —First
Amendment] 













 
			
	BANK OF AMERICA. N.A.,
as the Administrative Agent and a Lender
		
	By:	 	 /s/ Phuong Nguyen

		 	Name: Phuong Nguyen
		 	Title: Vice President



  
 [Dole —First
Amendment] 













 
			
	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
		
	By:	 	 /s/ Christopher Winthrop

		 	Name: Christopher Winthrop
		 	Title: Vice President



  
 [Dole —First
Amendment] 













 
			
	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a lender
		
	By:	 	 /s/ Martin van Hulst

		 	Name: Martin van Hulst
		 	Title: Vice President
		
	By:	 	 /s/ Gillian Dickson

		 	Name: Gillian Dickson
		 	Title: Executive Director



  
 [Dole —First
Amendment] 













 
			
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ Diane Emanuel

		 	Name: Diane Emanuel
		 	Title: Managing Director



  
 [Dole —First
Amendment] 













 
			
	U.S. Bank National Association, as a Lender
		
	By:	 	 /s/ William Patton

		 	Name: William Patton
		 	Title: VP



  
 [Dole —First
Amendment]