Dole Food Company, Inc. Lock-Up Agreement October 22, 2009Up Agreement • November 10th, 2009 • Murdock David H
Goldman, Sachs & Co. Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004
COLLATERAL AGREEMENT Among DAVID H. MURDOCK, IN HIS INDIVIDUAL CAPACITY AND AS TRUSTEE OF THE DAVID H. MURDOCK LIVING TRUST DATED MAY 28, 1986, AS AMENDED, As Pledgor, U.S. BANK NATIONAL ASSOCIATION, As Collateral Agent and 2009 DOLE FOOD AUTOMATIC...Collateral Agreement • November 10th, 2009 • Murdock David H • New York
COLLATERAL AGREEMENT (this “Agreement”), dated as of October 22, 2009, among David H. Murdock, in his individual capacity and as trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended, a trust organized under the laws of the State of California (“Pledgor”), U.S. Bank National Association, a national banking association, as collateral agent hereunder (the “Collateral Agent”) for the benefit of the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”), and Purchaser.
FORWARD PURCHASE AGREEMENT Between DAVID H. MURDOCK, IN HIS INDIVIDUAL CAPACITY AND AS TRUSTEE OF THE DAVID H. MURDOCK LIVING TRUST DATED MAY 28, 1986, AS AMENDED, as Seller and 2009 DOLE FOOD AUTOMATIC COMMON EXCHANGE SECURITY TRUST, as Purchaser...Forward Purchase Agreement • November 10th, 2009 • Murdock David H • New York
FORWARD PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2009, between David H. Murdock, in his individual capacity and as trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended, a trust organized under the laws of the State of California (“Seller”), and the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”).
Joint Filing AgreementJoint Filing Agreement • November 10th, 2009 • Murdock David H
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Dole Food Company, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 9th day of November, 2009.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 10th, 2009 • Murdock David H • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of October 27, 2009, by and among DHM Holding Company, Inc., a Delaware corporation (the “Seller”), the David H. Murdock Living Trust dated May 28, 1986, as amended (the “Trust”), and Castle & Cooke Holdings, Inc., a Delaware corporation (“CCH” and, collectively with the Trust, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER OF DHM HOLDING COMPANY, INC. a Delaware corporation WITH AND INTO DOLE FOOD COMPANY, INC. a Delaware corporationAgreement and Plan of Merger • November 10th, 2009 • Murdock David H
This Agreement and Plan of Merger is entered into as of October 27, 2009, between DHM Holding Company, Inc., a Delaware corporation (“Holdings”), and its wholly-owned subsidiary Dole Food Company, Inc., a Delaware corporation (“Dole”) pursuant to Section 251 of the Delaware General Corporation Law, and as adopted and recommended by the Boards of Directors of each corporation and as approved by the stockholders of each corporation:
