shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the U.S. Borrower and
the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto (other than with respect to the
Guarantors incorporated under the laws of the Hong Kong Special Administrative
Region of the People's Republic of China (the "HK Guarantors")) have caused this
Acknowledgement and Consent to be executed and delivered by their duly
authorized officers as of the date first above written.
IN WITNESS WHEREOF, this Acknowledgement and Consent has been signed,
sealed and delivered by the duly authorized officers of the HK Guarantors as of
the date first above written.
[FOREIGN SUBSIDIARY GUARANTOR]
EXHIBIT G
FORM OF ASSIGNMENT
AND
ASSUMPTION AGREEMENT1
This Assignment and Assumption Agreement (this "Assignment"), is dated
as of the Effective Date set forth below and is entered into by and between
[the] [each] Assignor identified in item [1][2] below ([the] [each, an]
"Assignor") and [the] [each] Assignee identified in item 2 below ([the] [each,
an] "Assignee"). [It is understood and agreed that the rights and obligations of
such [Assignees][and Assignors] hereunder are several and not joint.]
Capitalized terms used herein but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, restated,
supplemented and/or otherwise modified from time to time, the "Credit
Agreement"). The Standard Terms and Conditions for Assignment and Assumption
Agreement set forth in Annex 1 hereto (the "Standard Terms and Conditions") are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.
For an agreed consideration, [the] [each] Assignor hereby irrevocably
sells and assigns to [the] [each] Assignee, and [the] [each] Assignee hereby
irrevocably purchases and assumes from [the][each] Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement; as
of the Effective Date inserted by the Administrative Agent as contemplated
below, the interest in and to all of [the] [each] Assignor's rights and
obligations under the Credit Agreement and any other documents or instruments
delivered pursuant thereto that represents the amount and percentage interest
identified below of all of the [respective] Assignor's outstanding rights and
obligations under the respective Tranches identified below (including, to the
extent included in any such Tranches, Letters of Credit, Bank Guarantees and
Credit-Linked Deposits) ([the] [each, an] "Assigned Interest"). [Each] [Such]
sale and assignment is without recourse to [the) [any] Assignor and, except as
expressly provided in this Assignment, without representation or warranty by
[the] [any] Assignor.
[l.
Assignor:
2.
Assignee:
]2
[1][3].
Credit Agreement:
Credit Agreement, dated as of March 28, 2003, amended and
restated as of April 18, 2005, further amended and restated as of April 12,
2006, further amended as of March 18, 2009, further amended as of October 26,
2009 and further amended as of March 2, 2010 among Dole Food Company, Inc., a