SCHEDULE IV
Existing Indebtedness
SCHEDULE V
[Reserved]
SCHEDULE VI
Plans
SCHEDULE VII
Capitalization
SCHEDULE VIII
Subsidiaries
SCHEDULE IX
Existing Investments
SCHEDULE X
[Reserved]
SCHEDULE XI
[Reserved]
SCHEDULE XII
[Reserved]
SCHEDULE XIII
Non-Guarantor Subsidiaries, Excluded Foreign Subsidiaries
SCHEDULE XIV
[Reserved]
SCHEDULE XV
[Reserved]
SCHEDULE XVI
Transactions with Affiliates
SCHEDULE XVII
[Reserved]
SCHEDULE XVIII
Existing Liens
EXHIBIT
EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of 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
[Reserved]
EXHIBIT F
[Reserved]
EXHIBIT G
[Reserved]
EXHIBIT H
[Reserved]
EXHIBIT I
[Reserved]
EXHIBIT J
[Reserved]
EXHIBIT K
[Reserved]
EXHIBIT L
[Reserved]
EXHIBIT M
Form of Borrowing Base Certificate
EXHIBIT N
Form of Intercompany Note
EXHIBIT O
[Reserved]
EXHIBIT P
[Reserved]
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
-vi-
CREDIT AGREEMENT, dated as of April 12, 2006, as amended on March 18, 2009, as
further amended on October 26, 2009, as further amended on March 2, 2010 and as
further amended on July 8, 2011, 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, BANK OF
AMERICA, N.A. and WELLS FARGO CAPITAL FINANCE, LLC, as Co-Syndication Agents,
JPMORGAN CHASE BANK, N.A., THE BANK OF NOVA SCOTIA and U.S. BANK NATIONAL
ASSOCIATION, as Co-Documentation Agents, DEUTSCHE BANK SECURITIES INC., MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO CAPITAL FINANCE, LLC,
as Joint Lead Arrangers and DEUTSCHE BANK SECURITIES INC. and MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, as 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