REGISTRATION RIGHTS AGREEMENT Dated as of April 30, 2002 among DOLE FOOD COMPANY, INC. and BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON CORPORATION AND THE OTHER INITIAL PURCHASERS REFERRED TO HEREIN as the Initial PurchasersRegistration Rights Agreement • May 7th, 2002 • Dole Food Company Inc • Agricultural production-crops • New York
This Agreement is made pursuant to the Purchase Agreement dated April 25, 2002 by and among the Company and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of $400,000,000 aggregate principal amount of the Company's 71/4% Senior Notes due 2009 (the "Securities"). In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers' obligations thereunder, the Company has agreed to provide to the Initial Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement.
CHANGE OF CONTROL AGREEMENTControl Agreement • May 7th, 2002 • Dole Food Company Inc • Agricultural production-crops • California
This Change of Control Agreement ("Agreement") is entered into effective this day of , 2002 between you and Dole Food Company, Inc. You are a key executive at Dole and an integral part of its management. We recognize that the possibility of a change of control of Dole may result in the departure or distraction of management to the detriment of Dole and its stockholders. We wish to assure you of fair severance should your employment terminate in specified circumstances following a change of control of Dole and to assure you of certain other benefits upon a change of control. The capitalized terms used in this Agreement either are defined in the Appendices at the end of this Agreement or otherwise are defined in the body of this Agreement. In consideration of your continued employment with Dole and other good and valuable consideration, you and Dole agree as follows:
CONSULTING AGREEMENTConsulting Agreement • May 7th, 2002 • Dole Food Company Inc • Agricultural production-crops • California
THIS CONSULTING AGREEMENT is entered into as of December 28, 2001 by and between Dole Food Company, Inc. ("Dole") and David A. DeLorenzo (the "Consultant").
FIRST SUPPLEMENTAL INDENTURE Dated as of April 30, 2002 Supplementing the Trust Indenture Dated as of July 15, 1993First Supplemental Indenture • May 7th, 2002 • Dole Food Company Inc • Agricultural production-crops • New York
This letter relates to US$ principal amount of Restricted Certificated Notes presented or surrendered on the date hereof (the "Surrendered Notes") which are registered in the name of [insert name of transferor/exchanger] (the "Transferor"). The Transferor has requested a transfer or exchange of such Surrendered Notes to a person that will take delivery thereof in the form of beneficial interests in one or more Regulation S Global Notes (CUSIP [ISIN] No. ) [include if the transfer is made during the Distribution Compliance Period: which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Clearstream or both (Common Code: ) until [40 days after the Closing Date].
