Conversion/Continuation
EXHIBIT B-1
Form of Revolving Note
EXHIBIT B-2
Form of Swingline Note
EXHIBIT C
Form of Letter of Credit Request
EXHIBIT D
Form of Section 5.04(b)(ii) Certificate
EXHIBIT E
Form of Opinion of Paul, Hastings, Janofsky & Walker LLP, special counsel to
the Credit Parties
EXHIBIT F
Form of Officers' Certificate
EXHIBIT G
Form of Subsidiaries Guaranty
EXHIBIT H
Form of Intercompany Subordination Agreement
EXHIBIT H1
Form of Intercompany Subordination Agreement Acknowledgement
EXHIBIT I
Form of Pledge Agreement
EXHIBIT J
Form of Security Agreement
EXHIBIT K
Form of Intercreditor Agreement
EXHIBIT L
Form of Solvency Certificate
EXHIBIT M
Form of Borrowing Base Certificate
EXHIBIT N
Form of Intercompany Note
EXHIBIT O
[Reserved]
EXHIBIT P
Form of Compliance Certificate
EXHIBIT Q
Form of Assignment and Assumption Agreement
EXHIBIT R
Form of Incremental Commitment Agreement
EXHIBIT S
Form of Landlord Personal Property Collateral Access Agreements
-v-
CREDIT AGREEMENT, dated as of April 12, 2006, as amended on March 18,
2009, as further amended on October 26, 2009 and as further amended on March 2,
2010, among DOLE FOOD COMPANY, INC., a Delaware corporation (the "Borrower"),
the Lenders party hereto from time to time, DEUTSCHE BANK AG New York Branch
("DBNY"), as Administrative Agent, WELLS FARGO CAPITAL FINANCE, LLC and BANK OF
AMERICA, N.A., as Co-Syndication Agents, THE BANK OF NOVA SCOTIA, COBANK ACB and
U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, DEUTSCHE BANK
SECURITIES INC., WELLS FARGO CAPITAL FINANCE, LLC and BANC OF AMERICA SECURITIES
LLC, as Joint Lead Arrangers and Joint Book Running Managers. All capitalized
terms used herein and defined in Section 1.01 are used herein as therein
defined.
W I T N E S S E T H:
WHEREAS, subject to and upon the terms and conditions set forth
herein, the Lenders are willing to make available to the Borrower the respective
credit facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Definitions and Accounting Terms.
1.01. Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):
"ABL Obligations" shall have the meaning provided in the Intercreditor
Agreement.
"ABL Priority Collateral" shall have the meaning provided in the
Intercreditor Agreement.
"ABL Secured Parties" shall have the meaning provided in the
Intercreditor Agreement.
"Account" shall mean an "account" (as such term is defined in
Article 9 of the UCC), and any and all supporting obligations in respect
thereof.
"Account Debtor" shall mean each Person who is obligated on an
Account, chattel paper, or a General Intangible.
"Acquired Entity or Business" shall mean either (x) the assets
constituting a business, division or product line of any Person not already a
Subsidiary of the Borrower, which assets are acquired by the Borrower or any of
its Subsidiaries or (y) any Person, which shall, as a result of the acquisition
of its Equity Interests, become a Subsidiary of the Borrower (or shall be merged
with and into