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 Agreeent 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
-v-
Table of Contents
(continued)
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 and as further amended on October 26, 2009, 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, BANC
OF AMERICA SECURITIES LLC, as Syndication Agent, HARRIS N.A., THE BANK OF NOVA
SCOTIA and WELLS FARGO FOOTHILL, LLC, as Co-Documentation Agents, DEUTSCHE BANK
SECURITIES LLC and BANC OF AMERICA SECURITIES LLC, as Joint Book Running
Managers and DEUTSCHE BANK SECURITIES INC., as Lead Arranger. All capitalized
terms used herein and defined in Section 1.01 are used herein as therein
defined.
WITNESSETH:
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 or (y) 100% of the Equity Interests of any such
Person, which Person shall, as a result of the acquisition of such Equity
Interests, become a Wholly-Owned Domestic Subsidiary of the Borrower (or shall
be merged with and into the Borrower or another Wholly-Owned Domestic Subsidiary
of the Borrower that is a Subsidiary Guarantor, with the Borrower or such