Prepared by MERRILL CORPORATION




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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 Percentage
	 
	Category 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	
%








 

;
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: 




Upon
written notice to Administrative Agent (which shall promptly notify Lenders), Company may at any timebefore the Current Commitment Termination Date (but not more than twice in any year) request
an increase in the Total Pro Rata Commitments up to an aggregate amount not exceeding $275,000,000. 




2





 





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




Company
shall reimburse any Lender for any reasonable loss, expense or liability such Lender may sustain as a result of such Lender receiving payment of a portion of any Offshore Rate Loan pursuant to
any assignment described above (calculated in accordance with Subsection 2.10C as if such portion of such Loan had been prepaid) or purchasing a portion of any Offshore Rate Loan pursuant to any such
assignment (calculated based on the cost to such Lender of funding such Offshore Rate Loan for the remainder of the applicable Interest Period over the Offshore Base Rate for such Interest Period). 





    (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: 




Any
Lender or Person that sells a participation to any Person that is not a "United States person" within the meaning of the Internal Revenue Code shall include in its participation agreement with
such Person a covenant by such Person that such Person will comply with the provisions of Section 2.11 hereof and of subsection 4.5(b) of that certain Amended and Restated Credit Agreement
dated as of August 24, 2001 among the Borrowers, the Lenders, the Administrative Agent and the Documentation Agents as if such Person were a Lender and provide that Administrative Agent and
Borrowers shall be third party beneficiaries of such covenant. 





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


    (k) Schedule 9.7
is amended in its entirety by substituting Schedule 9.7 hereto 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





 


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.  



    (i)  Copies
of resolutions of the board of directors of each Borrower authorizing the execution and delivery of this agreement and the consummation of the transactions
contemplated hereby, certified as of the Restatement Effective Date by the Secretary or an Assistant Secretary of each Borrower, and 


    (ii) A
certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of each Borrower authorized to
execute and deliver this agreement. 




    (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 of Attachment
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.  


    4.1  Amendment 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





 


    4.2  Counterparts.  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. 


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


    4.4  Successors 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. 



    (i)  Each
Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of
this subsection 4.5(b), a "Non-US Lender") shall deliver to Administrative Agent and to Company, within fifteen days after the Restatement Effective Date (in the case of each Lender listed
on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be
necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or any successor forms) properly completed and duly executed by such Lender, together with any other certificate or statement of exemption requested by the borrower that is
required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender
of interest payable under any of the Loans. 


    (ii) Each
Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such
Lender under any of the Loans (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Company, within fifteen days after the Restatement
Effective Date (in the case of each Lender listed on the signatures pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other
Lender), or on such later date when such Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the
determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (1) two original copies of the forms or statements required to be provided by such Lender
under subsection 4.5(b)(i) above, properly completed and duly executed by such Lender, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its
own account that is not subject to United States withholding tax, and (2) two original copies of Internal Revenue Service Form W-8IMY (or any successor forms) properly
completed and duly executed by such Lender, together with copies of internal revenue service form w-8ben or w-8imy of any persons on behalf of whom such lender is
acting. 


    (iii) Each
Non-US Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, whenever a lapse in time or change in
circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such 



5





 


Lender shall promptly (1) deliver to Administrative Agent and to Company two original copies of renewals, amendments or additional or successor forms, properly completed and duly executed by
such
Lender, together with any copies of the forms specified in (ii) above if such Lender does not act for its own account with respect to any portion of such payment, or notify Administrative Agent
and Company of its inability to deliver any such forms, certificates or other evidence. 


    (iv) No
Borrower shall be required to pay any additional amount pursuant to Section 2.11 of the Credit Agreement if the requirements of clause (i),
(ii) or (iii)(1) of this subsection 4.5(b) have not been satisfied. 



[Remainder
of page intentionally left blank] 


6







 
    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





 

	
 	
 	
COMMERZBANK AG, NEW YORK

AND GRAND CAYMAN BRANCHES,

as Syndication Agent and as Lender
	

 	
 	

By:	
 	


	

 	
 	

Name:	
 	


	

 	
 	

Title:	
 	





S–2





 

	
 	
 	
THE BANK OF NOVA SCOTIA,

as Documentation Agent and as Lender
	

 	
 	

By:	
 	


	

 	
 	

Name:	
 	


	

 	
 	

Title:	
 	





S–3





 

	
 	
 	
COBANK, ACB,

as Documentation Agent and as Lender
	

 	
 	

By:	
 	


	

 	
 	

Name:	
 	


	

 	
 	

Title:	
 	





S–4





 

	
 	
 	
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





 


	 	 	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







 
 

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	
%









 
 

SCHEDULE 9.7
  OFFSHORE AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES    
  


COMPANY:  


DOLE FOOD COMPANY, INC.  



	One Dole Drive
	Westlake Village, California 91362
	Attention:	 	Beth Potillo
	Telephone:	 	(818) 879-6733
	Facsimile:	 	(818) 879-6636





DFFI:  


DOLE FRESH FRUIT INTERNATIONAL, LIMITED  



	100 M. Norte Supermercado, Yaohan
	San Jose, Costa Rica
	Attention:	 	Chief Financial Officer
	Telephone:	 	(506) 287-2149
	Facsimile:	 	(506) 287-2759





SOLVEST, LTD.:  


SOLVEST, LTD.  



	One Dole Drive
	Westlake Village, California 91362
	Attention:	 	Treasurer
	Telephone:	 	(818) 879-6737
	Facsimile:	 	(818) 879-6636








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:	 	Paul W. Ober

Agency Admin Officer
	Telephone:	 	(925) 675-8426
	Facsimile:	 	(925) 969-2828
	Electronic Mail:	 	paul.w.ober@bankofamerica.com
	

 	
 	

Bank of America, N.A.

ABA# 111000012

Dallas, Texas

Account No.: 3750836479

Attn: Credit Services—West

Ref: Dole Food Company, Inc.





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:	 	Gina Meador

Vice President
	Telephone:	 	(213) 228-5245
	Facsimile:	 	(213) 228-2299
	Electronic Mail:	 	eugenia.meador@bankofamerica.com





Other Notices: 



	Bank of America, N.A.

231 South LaSalle Street

Chicago, Illinois 60697
	Attention:	 	Lynn Durning

Managing Director
	Telephone:	 	(312) 828-3105
	Facsimile:	 	(312) 987-1276
	Electronic Mail:	 	lynn.durning@bankofamerica.com








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:	 	(212) 266-7684
	Facsimile:	 	(212) 266-7499
	

 	
 	

Commerzbank AG, New York Branch

ABA No.: 026008044

New York, New York

Account No: 150/1036490USD

Ref: Dole Food Company





Other Notices: 



	Commerzbank AG, Los Angeles Branch

633 West Fifth Street, Suite 6600

Los Angeles, California 90071
	Attention:	 	Steven F. Larsen

Vice President
	Telephone:	 	(213) 623-0039
	Facsimile:	 	(213) 623-8223
	

Commerzbank AG, Los Angeles Branch

633 West Fifth Street, Suite 6600

Los Angeles, California 90071
	Attention:	 	Joanne Si
	Telephone:	 	(213) 623-0039
	Facsimile:	 	(213) 683-5411








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:	 	Robert Reynolds

Managing Director
	Telephone:	 	(415) 986-1100
	Facsimile:	 	(415) 397-0791
	Electronic Mail:	 	Rreynold@scotiacapital.com
	

Bank Name:	
 	

The Bank of Nova Scotia

One Liberty Plaza

New York, New York
	ABA No.:	 	026002532
	Account:	 	The Bank of Nova Scotia

San Francisco Loan Service
	Account No.:	 	0610135
	Reference:	 	Dole Food Company, Inc.





Other Notices: 



	The Bank of Nova Scotia

600 Peachtree Street N.E., #2700

Atlanta, Georgia 30308
	Attention:	 	Norman Campbell

Senior Loan Operations Officer
	Telephone:	 	(404) 877-1523/1539
	Facsimile:	 	(404) 888-8998
	Electronic Mail:	 	Norman_Campbell@Scotiacapital.com





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:	 	Liza Anthony

Loan Accountant
	Telephone:	 	(303) 740-4078
	Facsimile:	 	(303) 740-4021
	

Bank Name:	
 	

CoBANK, ACB

Englewood, Colorado
	ABA No.:	 	307088754
	Account:	 	CoBANK
	Reference:	 	Dole Food Company, Inc.








Other Notices: 



	CoBANK, ACB

5500 South Quebec Street

Englewood, Colorado 80111
	Attention:	 	Antonette Leflar

Relationship Support Assistant
	Telephone:	 	(303) 740-4172
	Facsimile:	 	(303) 694-5830





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:	 	Christine Dell'Aire

Senior Customer Service Representative
	Telephone:	 	(201) 499-5319
	Facsimile:	 	(201) 499-5326
	

Bank Name:	
 	

Bank of New York

New York, New York
	ABA No.:	 	021-000018
	Account:	 	Rabobank International
	Account No.	 	8026002533
	Attention:	 	Christine Dell'Aira

Extensions of Credit
	Reference:	 	Dole Food Company, Inc.





Other Notices: 



	Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch

4 Embarcadero Center, Suite 3200

San Francisco, California 94111
	Attention:	 	Bradford F. Scott

Vice President
	Telephone:	 	(415) 782-9809
	Facsimile:	 	(415) 986-8349








SUNTRUST BANK  


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



	SunTrust Bank

P.O. Box 41418

Atlanta, Georgia 30303
	Attention:	 	Jan Konapka

Operations Officer
	Telephone:	 	(404) 658-4639
	Facsimile:	 	(404) 230-1940
	Electronic Mail:	 	Jan.Konapka@Suntrust.com
	

Bank Name:	
 	

SunTrust

Atlanta, Georgia
	ABA No.:	 	061000102
	Account:	 	Wire Clearing
	Account No.:	 	9088000112
	Attention:	 	Angela Astin-Robertson
	Reference:	 	Dole Food Company, Inc.





Other Notices: 



	SunTrust Bank

4040 Civic Center Dr.

Suite 200

San Rafael, California 94903
	Attention:	 	March Lyons

Director
	Telephone:	 	(415) 492-4556
	Facsimile:	 	(415) 492-4558
	Electronic Mail:	 	Marcy.lyons@Suntrust.com





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:	 	Victoria Faltine
	Telephone:	 	(212) 667-0659
	Facsimile:	 	(212) 667-0568
	

Bank Name:	
 	

Standard Chartered Bank

New York, New York
	ABA No.:	 	026-002-561
	Account:	 	Standard Chartered Bank
	Account No.:	 	3582-088462-001
	Reference:	 	Dole Food Company, Inc.








Other Notices: 



	Standard Chartered Bank

790 East Colorado Blvd., Suite 808

Pasadena, California 91101
	Attention:	 	Mary Machado-Schammel

Senior Vice President
	Telephone:	 	(626) 639-8002
	Facsimile:	 	(626) 639-8010





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:	 	Emma Borza

Loan Administrator
	Telephone:	 	(412) 234-7365
	Facsimile:	 	(412) 209-6122
	

Bank Name:	
 	

Mellon Bank, N.A.
	ABA No.:	 	990873800
	Account:	 	Loan Administration
	Account No.:	 	0430-0026-1
	Reference:	 	Dole Food Company, Inc.





Other Notices: 



	Mellon Bank, N.A.

400 So. Hope Street, 5th Floor

Los Angeles, California 90071
	Attention:	 	L.C. Ivey

Vice President
	Telephone:	 	(213) 553-9543
	Facsimile:	 	(213) 629-0492
	Electronic Mail:	 	iven.l@mellon.com








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:	 	Ginne Padgett

Vice President and Manager
	Telephone:	 	(415) 477-5374
	Facsimile:	 	(415) 512-1943 or

(415) 979-0675
	

Bank Name:	
 	

Wells Fargo Bank, N.A.

San Francisco, California 94103
	ABA No.:	 	121-000-248
	Account:	 	MEMSYN
	Account No.:	 	271-2507201
	Reference:	 	Dole Food Company, Inc. obligor #2447072674





Other Notices: 



	Wells Fargo Bank, N.A.

707 Wilshire Blvd., 16th Floor

MAC E818-163

Los Angeles, California 90017
	Attention:	 	Vanessa Meyer

Vice President
	Telephone:	 	(213) 614-3494
	Facsimile:	 	(213) 614-5242
	

Wells Fargo Bank, N.A.

707 Wilshire Blvd., 16th Floor

MAC E818-163

Los Angeles, California 90017
	Attention:	 	Peitty Chou

Vice President
	Telephone:	 	(213) 614-2415
	Facsimile:	 	(213) 614-2569








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:	 	Teri Smith

Associate
	Telephone:	 	(212) 898-2058
	Facsimile:	 	(212) 898-2309
	

Bank Name:	
 	

The Fuji Bank, Limited

New York Branch
	ABA No.:	 	026-009-700
	Account:	 	The Fuji Bank, Limited New York Branch
	Account No.:	 	515-066
	Reference:	 	Dole Food Company, Inc.





Other Notices: 



	

The Fuji Bank, Limited

333 South Hope Street, 39th Floor

Los Angeles, California 90071
	Attention:	 	Tami Kita

Vice President
	Telephone:	 	(213) 253-4163
	Facsimile:	 	(213) 253-4175
	Electronic Mail:	 	tami_kita@fujibank.co.jp





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:	 	Alexander Karow
	Telephone:	 	(212) 469-8532
	Facsimile:	 	(213) 469-8212
	Electronic Mail:	 	alexander.karow@db.com
	

Bank Name:	
 	

Deutsche Bank AG New York Branch

New York, NY
	ABA No.:	 	026-003-780
	Account:	 	Deutsche Bank New York
	Account No.:	 	101018730008
	Attention:	 	Carmen Melendez
	Reference:	 	Dole Food Company, Inc.








Other Notices: 



	Deutsche Bank AG New York Branch

31 West 52nd Street, Mailstop NYC01-2412

New York, New York 10019
	Attention:	 	Thomas Foley
	Telephone:	 	(212) 469-8205
	Facsimile:	 	(213) 469-8212
	Electronic Mail:	 	thomas.foley@db.com
	

Deutsche Bank AG New York Branch

130 Liberty Street, Mailstop NYC02-1414

New York, New York 10006
	Attention:	 	Carmen Melendez
	Telephone:	 	(212) 250-5367
	Facsimile:	 	(213) 669-1706 or 1707
	Electronic Mail:	 	carmen.melendez@db.com









 
 

ATTACHMENT 2
  
    CONFIRMATION
  
    Dated as of August 24, 2001    



	To:
	Bank
of America, N.A., as Administrative Agent, and the Lenders under the Amended and Restated Credit Agreement referred to below 



    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	
 	













QuickLinks


AMENDED AND RESTATED CREDIT AGREEMENT


SCHEDULE 2.1 PRO RATA COMMITMENTS AND PRO RATA SHARES


SCHEDULE 9.7 OFFSHORE AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES


ATTACHMENT 2 CONFIRMATION Dated as of August 24, 2001