OF THE
STATE OF NEW YORK.
[NAME OF PAYOR] By:
Name:
Title:
Pay to the order of
[NAME OF PAYEE] By:
Name:
Title:
N-2
EXHIBIT O
[Reserved]
O-1
EXHIBIT P
[Reserved]
P-1
EXHIBIT Q
FORM OF ASSIGNMENT
AND
ASSUMPTION AGREEMENT15
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 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 the same may be further 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 and Swingline Loans) ([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.
[1. Assignor:
2. Assignee:
]16
15
This Form of Assignment and Assumption Agreement should be used by Lenders for
an assignment to a single Assignee or to funds managed by the same or related
investment managers.
16
If the form is used for a single Assignor and Assignee, items 1 and 2 should
list the Assignor and the Assignee, respectively. In the case of an assignment
to funds managed by the same or related investment managers, or an assignment by
multiple Assignors, the Assignors and the Assignee(s) should be listed in the
table under bracketed item 2 below.
Q-1
[1][3].
Credit Agreement:
CreditAgreement, dated as of April 12, 2006, as amended
on March 18, 2009, October 26, 2009, March 2, 2010 and July 8, 2011, among Dole
Food Company, Inc. (the "Borrower"), the lenders from time to time party
thereto, and Deutsche Bank AG New York Branch, as Administrative Agent.
4.
Assigned