10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to

Commission File Number 1-4455

Dole Food Company, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	99-0035300
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

One Dole Drive, Westlake Village, California 91362

(Address of principal executive offices)

Registrant’s telephone number including area code:

(818) 879-6600

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value	none

Securities registered pursuant to Section 12(g) of the Act:

None

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes o          No þ

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.     Yes þ          No o

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.     þ

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).

Large Accelerated Filer o          Accelerated Filer o          Non-accelerated Filer þ

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes o          No þ

      The approximate aggregate market value of voting and non-voting stock held by non-affiliates of the registrant was $0 as of the last business day of the registrant’s most recently completed second fiscal quarter.

      The number of shares of Common Stock outstanding as of April 13, 2006 was 1,000.

DOCUMENTS INCORPORATED BY REFERENCE

None

DOLE FOOD COMPANY, INC.

FORM 10-K

Fiscal Year Ended December 31, 2005

TABLE OF CONTENTS

Item Number
In Form 10-K		Page
PART I
1.	Business		1
1A.	Risk Factors		10
1B.	Unresolved Staff Comments		17
2.	Properties		17
3.	Legal Proceedings		19
4.	Submission of Matters to a Vote of Security Holders		21
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		22
6.	Selected Financial Data		23
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
7A.	Quantitative and Qualitative Disclosures About Market Risk		42
8.	Financial Statements and Supplementary Data		46
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		103
9A.	Controls and Procedures		103
9B.	Other Information		104
PART III
10.	Directors and Executive Officers of the Registrant		104
11.	Executive Compensation		106
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		117
13.	Certain Relationships and Related Transactions		117
14.	Principal Accountant Fees and Services		119
PART IV
15.	Exhibits and Financial Statement Schedules		120
Signatures			128
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 12
EXHIBIT 21
EXHIBIT 23
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

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PART I

Item 1. Business

      Dole Food Company, Inc. was founded in Hawaii in 1851 and was incorporated under the laws of Hawaii in 1894. Dole reincorporated as a Delaware corporation in July 2001. Unless the context otherwise requires, Dole Food Company, Inc. and its consolidated subsidiaries are referred to in this report as the “Company,” “Dole” and “we.”

      Dole’s principal executive offices are located at One Dole Drive, Westlake Village, California 91362, telephone (818) 879-6600. During fiscal year 2005, we had, on average, approximately 45,000 full-time permanent employees and 27,000 full-time seasonal or temporary employees, worldwide. Dole is the world’s largest producer and marketer of high-quality fresh fruit, fresh vegetables and fresh-cut flowers. Dole markets a growing line of packaged and frozen foods and is a produce industry leader in nutrition education and research. Our website address is www.dole.com. Since we have only one stockholder and since our debt securities are not listed or traded on any exchange, we do not make available free of charge, on or through our website, electronically or through paper copies our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, or any amendments to those reports.

      Dole’s operations are described below. For detailed financial information with respect to Dole’s business and its operations, see Dole’s Consolidated Financial Statements and the related Notes to Consolidated Financial Statements, which are included in this report.

Overview

      We are the world’s largest producer of fresh fruit, fresh vegetables and fresh-cut flowers, and we market a growing line of value-added products. We are one of the world’s largest producers of bananas and pineapples, a leading marketer of citrus and table grapes worldwide and an industry leader in packaged fruit products, ready-to-eat salads and vegetables. Our most significant products hold the number 1 or number 2 positions in the respective markets in which we compete. For the fiscal year ended December 31, 2005, we generated revenues of $5.9 billion.

      We provide wholesale, retail and institutional customers around the world with high quality food products that bear the DOLE^® trademarks. The DOLE brand was introduced in 1933 and we believe it is one of the most recognized for fresh and packaged produce in the United States, as evidenced by our 57% unaided consumer brand awareness, twice that of our nearest competitor, according to TNS-NFO, an international market research firm. We utilize product quality, food safety, brand recognition, competitive pricing, customer service and consumer marketing programs to enhance our position within the food industry. Consumer and institutional recognition of the DOLE trademarks and related brands and the association of these brands with high quality food products contribute significantly to our leading positions in the markets that we serve.

      We source or sell over 200 products in more than 90 countries. Our fully-integrated operations include sourcing, growing, processing, distributing and marketing our products. Our products are produced both directly on Dole-owned or leased land and through associated producer and independent grower arrangements under which we provide varying degrees of farming, harvesting, packing, storing, shipping, stevedoring and marketing services.

Industry

      The worldwide fresh produce industry is characterized by consistent underlying demand and favorable growth dynamics. In recent years, the market for fresh produce has grown at a rate above population growth, supported by ongoing trends including greater consumer demand for healthy, fresh and convenient foods, increased retailer square footage devoted to produce, and increased emphasis on fresh produce as a differentiating factor in attracting customers. According to the Food and Agriculture Organization, worldwide produce production grew 3.6% per annum from 814 million metric tons in 1990 to an estimated 1.4 billion in 2005. Total wholesale fresh produce sales in the United States surpassed $97 billion in 2005, up from

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approximately $35 billion in 1987, representing a 5.8% compounded annual growth rate. In the U.S., wholesale fresh produce sales are split roughly evenly between the retail and foodservice channels.

      Health conscious consumers are driving much of the growth in demand for fresh produce. Over the past 20 years, the benefits of natural, preservative free foods have become an increasingly prominent element of the public dialogue on health and nutrition. As a result, consumption of fresh fruit and vegetables has increased markedly. According to the U.S. Department of Agriculture, Americans consumed 45 more pounds of fresh fruit and vegetables per capita in 2004 than they did in 1987. Related to the focus on health and nutrition, consumers are increasingly consuming organic foods. Specifically, organic produce sales grew 12% to $5.1 billion in 2005, according to the Organic Trade Association. Organics now represent 5.5% of total retail produce sales in the U.S.

      Consumers are also demonstrating continued demand for convenient, ready-to-eat products. Food manufacturers have responded with new product introductions and packaging innovations in segments such as fresh-cut fruit and vegetables and ready-to-eat salads, contributing to industry growth. For example, the U.S. market for fresh-cut produce has increased from an estimated $5 billion in 1994 to a projected $15 billion in 2005, according to the International Fresh-Cut Produce Association.

      The North American packaged fruit industry is experiencing steady growth, driven by consumer demand for healthy snacking options. FRUIT BOWLS^® in plastic cups, introduced by Dole in 1998, and other innovative packaging items have steadily displaced the canned alternative. These new products have driven overall growth in the packaged fruit category, while the consumption of traditional canned fruit has declined as consumers have opted for fresh products and more innovative packaging.

      Retail consolidation and the growing importance of food to mass merchandisers are major factors affecting the food manufacturing and fresh produce industries. As food retailers have grown and expanded, they have sought to increase profitability through value-added product offerings and in-store services. The fresh produce category is also attractive to retailers due to its higher margins. According to a Cornell University study, the share of retailer profits due to produce sales increased from 18% in 1994 to 23% in 2004. On most packaged fruit products, retailers generate a 12-36% trade margin. Some retailers are reducing their dry goods sections of the store, in favor of expanding fresh and chilled items, offering new product and merchandising opportunities for packaged fruit. Fully integrated produce companies, such as Dole, are well positioned to meet the needs of large retailers through the delivery of consistent, high quality produce, reliable service, competitive pricing and innovative products. In addition, these companies have sought to strengthen relationships with leading retailers through value-added services such as banana ripening and distribution, category management, branding initiatives and establishment of long-term supply agreements.

Competitive Strengths

      Our competitive strengths have contributed to our strong historical operating performance and should enable us to capitalize on future growth opportunities:

•  Market Share Leader. Our most significant products hold the number 1 or number 2 positions in the respective markets in which we compete. We maintain number 1 market share positions in North American bananas, North American iceberg lettuce, celery, cauliflower, ready-to-eat salads, winter fruits exported from Chile, and packaged fruit products, including our line of plastic fruit cups called FRUIT BOWLS and FRUIT BOWLS in Gel. In addition, we believe that we are the only fully integrated fresh-cut flower and bouquet supplier of our size in North America.

•  Strong Global Brand. Consumer and institutional recognition of the DOLE trademark and related brands and the association of these brands with high quality food products contribute significantly to our leading positions in the markets that we serve. By implementing a global marketing program, we have made the distinctive red “DOLE” letters and sunburst a familiar symbol of freshness and quality recognized around the world. We believe that opportunities exist to leverage the DOLE brand through product extensions and new product introductions.

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•  Low-Cost Production Capabilities. We believe we are one of the lowest cost producers of many of our major product lines, including bananas, North American fresh vegetables and ready-to-eat salads and packaged fruit products. Over the last several years we have undertaken various initiatives to achieve this low-cost position, including leveraging our global logistics infrastructure more efficiently. We intend to maintain these low-cost positions through a continued focus on operating efficiency.

•  State-of-the-Art Infrastructure. We have made significant investments in our production, processing, transportation and distribution infrastructure with the goal of efficiently delivering the highest quality and freshest product to our customers. We own or lease over 60 processing, ripening and distribution centers, and the largest dedicated refrigerated containerized shipping fleet in the world, with 24 ships and approximately 13,700 refrigerated containers. The investments in our infrastructure should allow for continued growth in the near term. In addition, our market-leading logistics and distribution capabilities allow us to act as a preferred fresh and packaged food provider to leading global supermarkets and mass merchandisers.

•  Diversity of Sourcing Locations. We currently source our fresh fruits, vegetables and fresh-cut flowers from 65 countries and distribute products in more than 90 countries. We are not dependent on any one country for the sourcing of any of our products. The largest concentration of production is in Ecuador, where we sourced approximately 38% of our Latin bananas in 2005. The diversity of our production sources reduces our risk from exposure to natural disasters and political disruptions in any one particular country.

•  Experienced Management Team. Our management team has a demonstrated history of delivering strong operating results through disciplined execution. The current management team has been instrumental in our continuing drive to transform Dole from a production driven company into a sales and marketing driven one.

Business Strategy

      Key elements of our strategy include:

•  Leveraging our Strong Brand and Market Leadership Position. Our most significant products hold number 1 or number 2 market positions in the respective markets in which we compete. We intend to maintain those positions and continue to expand our leadership both in new product areas and with new customers. We have a history of leveraging our strong brand to successfully enter, and in many cases become the leading player in, value-added food categories. For example, we attained the number 1 market share in the plastic fruit cups category only 4 years after introducing FRUIT BOWLS and FRUIT BOWLS in Gel. We intend to continue to evaluate and to strategically introduce other branded products in the value-added sectors of our business.

•  Focusing on Value-Added Products. Over the last 10 years, we have successfully shifted our product mix toward value-added food categories and away from commodity fruits and vegetables. For example, we have found major success in our ready-to-eat salad lines and, most recently, FRUIT BOWLS and FRUIT BOWLS in Gel. These value-added food categories are growing at a faster rate than our traditional commodity businesses and are generating higher margins. Overall, we have significantly increased our percentage of revenue from value-added products. This shift has been most pronounced in our fresh vegetables and packaged foods businesses, where value-added products now account for approximately 53% and 51% of those businesses’ respective revenues. We plan to continue to address the growing demand for convenient and innovative products by investing in our higher margin, value-added food businesses.

•  Further Improving Operating Efficiency and Cash Flow. We intend to continue to focus on profit improvement initiatives and maximizing cash flow. We will continue to:

•  analyze our current customer base and focus on profitable relationships with strategically important customers;

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•  leverage our purchasing power to reduce our costs of raw materials;

•  make focused capital investments to improve productivity; and

•  sell unproductive assets.

Business Segments

      We have four business segments: fresh fruit, fresh vegetables, packaged foods and fresh-cut flowers. The fresh fruit segment contains several operating divisions that produce and market fresh fruit to wholesale, retail and institutional customers worldwide. The fresh vegetables segment contains two operating divisions that produce and market commodity and fresh-cut vegetables to wholesale, retail and institutional customers, primarily in North America, Europe and Asia. The packaged foods segment contains several operating divisions that produce and market packaged foods including fruit, juices and snack foods. Our fresh-cut flowers segment sources, imports and markets fresh-cut flowers, grown mainly in Colombia, primarily to wholesale florists and retail grocers in the United States. For financial information on the four business segments, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8, Financial Statements and Supplementary Data, Note 13 — Business Segments, in this Form 10-K.

Fresh Fruit

      Our fresh fruit business segment has four primary operating divisions: bananas, fresh pineapple, European Ripening & Distribution and Dole Chile. We believe that we are the industry leader in growing, sourcing, shipping and distributing consistently high-quality fresh fruit. The fresh fruit business segment represented approximately 64% of 2005 total revenues of the four segments.

Bananas

      We are one of the world’s largest producers of bananas, growing and selling more than 136 million boxes of bananas annually. We sell most of our bananas under the DOLE brand. We primarily sell bananas to customers in North America, Europe and Asia. We are the number 1 brand of bananas in both North America (an approximate 36% market share) and Japan (an approximate 29% market share) and the number 2 brand in Europe (an approximate 15% market share). In Latin America, our bananas are primarily sourced in Honduras, Costa Rica, Ecuador, Colombia, Guatemala and Peru and grown on approximately 40,100 acres of company-owned farms and approximately 73,600 acres of independent producers’ farms. Bananas produced by us in Latin America are shipped primarily to North America and Europe on our refrigerated and containerized shipping fleet. In Asia, we source our bananas primarily in the Philippines. Bananas accounted for approximately 41% of our fresh fruit business segment revenues in 2005.

      Consistent with our strategy to focus on value-added products, we have continued to expand our focus on higher margin, niche bananas. While the traditional “green” bananas still comprise the majority of our banana sales, we have successfully introduced niche bananas (e.g., organic). We have also improved the profitability of our banana business by focusing on profitable customer relationships and markets.

      While bananas are sold year round, there is a seasonal aspect to the banana business. Banana prices and volumes are typically higher in the first and second calendar quarters before there is increased competition from summer fruits. Approximately 90% of our total retail volume in North America is under contract. The contracts are typically one year in duration and help to insulate us from fluctuations in the banana spot market. Our principal competitors in the international banana business are Chiquita Brands International, Inc. and Fresh Del Monte Produce Inc.

European Ripening & Distribution

      Our European Ripening & Distribution business distributes DOLE and non-DOLE branded fresh produce in Europe. This business operates 49 sales and distribution centers in ten countries, predominantly in Western Europe. This is a value-added business for us since European retailers generally do not self-distribute

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or self-ripen. This business assists us in firmly establishing customer relationships in Europe. In December 2004, Saba Trading AB in Sweden became wholly-owned by Dole, when we acquired the 40% of Saba that we did not already own. Saba is Scandinavia’s leading importer and distributor of fruit, vegetables and flowers, with imports from more than 40 countries. European Ripening & Distribution accounted for approximately 38% of our fresh fruit business segment’s revenues in 2005.

Fresh Pineapples

      We are the number 2 global producer of fresh pineapples, growing and selling more than 27 million boxes annually. We sell our pineapples globally and source them from company operated farms and independent growers in Latin America, Hawaii, the Philippines and Thailand. We produce and sell two principal types of pineapples: the Champaka (or green) pineapple and the sweet yellow pineapple. The Champaka pineapple, which traditionally had been the most widely available type of pineapple, is primarily sold to the foodservice sector and is also used in our packaged products. The sweet yellow pineapple was introduced in 1999 under the DOLE PREMIUM SELECT^® label. We now market a substantial portion of this fruit under the DOLE TROPICAL GOLD^® label. The sweet yellow pineapple sells for a higher price than the Champaka, which translates into a higher margin for our customers and us. Our sweet yellow pineapple has had excellent market acceptance. Unit volume grew by 22% in 2005 as compared with 2004. Our primary competitor in fresh pineapples is Fresh Del Monte Produce Inc. Pineapples accounted for approximately 9% of our fresh fruit business segment’s revenues in 2005.

Dole Chile

      We began our Chilean operations in 1982 and have grown to become the largest exporter of Chilean fruit. We export grapes, apples, pears, stone fruit (e.g., peaches and plums) and kiwifruit from approximately 4,040 Company owned or Company leased acres and 15,000 contracted acres. The weather and geographic features of Chile are similar to those of the Western United States, with opposite seasons. Accordingly, Chile’s harvest is counter-seasonal to that in the northern hemisphere, offsetting the seasonality in our other fresh fruit. We primarily export Chilean fruit to North America, Latin America and Europe. Our Dole Chile business division accounted for approximately 7% of our fresh fruit business segment’s revenues in 2005.

Fresh Vegetables

      Our fresh vegetables business segment operates through two divisions: commodity and value-added. We source our fresh vegetables from company-owned and contracted farms. To satisfy the increasing demand for our products, we have continued to expand production and distribution capabilities of our fresh vegetables segment. Our Yuma, Arizona production facility transitioned from a five-month seasonal operation to a year-round production operation in the fall of 2002 to accommodate growth in this segment. We broke ground on the construction of a fourth salad plant in Bessemer City, North Carolina, in November 2005. The plant is expected to open in December 2006. Under our arrangements with independent growers, we purchase fresh produce at the time of harvest and are generally responsible for harvesting, packing and shipping the product to our central cooling and distribution facilities. We have continued to focus on our value-added products, which now account for more than 53% of revenues for this segment. The fresh vegetables business segment accounted for approximately 19% of 2005 total revenues of the four segments.

Commodity Vegetables

      We source, harvest, cool, distribute and market more than 20 different types of fresh vegetables, including iceberg lettuce, red and green leaf lettuce, romaine lettuce, butter lettuce, celery, cauliflower, broccoli, carrots, brussel sprouts, green onions, asparagus, snow peas and artichokes. We sell our commodity vegetable products primarily in North America, Asia and, to a lesser extent, Western Europe. In North America, we are the number one provider of lettuce, celery and cauliflower. Our primary competitors in this category include: Tanimura & Antle, Duda, Salyer American and Ocean Mist. In October 2004, we acquired Coastal Berry Company, LLC, subsequently renamed as Dole Berry Company, LLC, as a result of which, Dole became the third largest producer of strawberries in North America.

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Value-Added

      Our value-added vegetable products include ready-to-eat salads, broccoli florets and cauliflower florets. Our unit market share of the ready-to-eat salads category reported by A.C. Nielsen was approximately 40.5% for the 12-week period ended December 31, 2005. The ready-to-eat salad category in the U.S. experienced a compound annual growth rate of approximately 12% from 1995 through 2005, reflecting the consumer’s increasing preference for convenience and healthy eating, with higher growth rates in the earlier years. As the percentage of households buying one or more ready-to-eat salad per year approaches maximum levels, annual growth is expected to be approximately 3%. Our value-added products typically have more stable margins than commodity vegetables, thereby helping to reduce our exposure to commodity price fluctuations. New product development continues to be a key driver in the growth of this segment. Our primary competitor in this segment is Fresh Express, owned by Chiquita Brands International, Inc.

Packaged Foods

      Our packaged foods segment produces canned pineapple, canned pineapple juice, fruit juice concentrate and fruit in plastic cups, jars and pouches. Most of our significant packaged food products hold the number 1 branded market position in North America. We remain the market leader in the plastic fruit cup category with five of the top ten items in category. Fruit for our packaged food products is sourced primarily in the Philippines, Thailand, the United States and China and packed primarily in three Asian canneries, two in Thailand and one in the Philippines. We have continued to focus on expanding our product range beyond our traditional canned fruit and juice products. Non-canned products accounted for approximately 51% of the segment’s revenues.

      Our FRUIT BOWLS products were introduced in 1998 and continue to exceed our volume and share expectations. The trend towards convenience and healthy snacking has been responsible for the explosive growth in the plastic fruit cup category. The plastic fruit cup category is now larger than the applesauce cup and shelf-stable gelatin cup categories. In an effort to keep up with this demand, we have made significant investments in our Asian canneries. We have significantly increased our FRUIT BOWLS capacity in the past four years. These investments should ensure our position as an industry innovator and low cost producer. We are now producing more plastic cups than traditional cans. In 2003, Dole introduced fruit in a 24.5 oz. plastic jar. This growing business achieved a 42% market share for 2005.

      In June 2004, Dole acquired Wood Holdings, Inc. and its operating company, J.R. Wood, Inc. (subsequently renamed Dole Packaged Frozen Foods, Inc.), a frozen fruit producer and manufacturer, in order to further leverage the DOLE brand and strengthen our existing product portfolio. We began shipping DOLE branded frozen fruit products in February of 2005, and it is now the number one branded frozen fruit product in the United States. Effective as of January 1, 2006, Dole Packaged Frozen Foods, Inc. was converted to a limited liability company, the assets and liabilities of the Dole Packaged Foods division were contributed to Dole Packaged Frozen Foods, Inc., and the combined entity was renamed Dole Packaged Foods, LLC.

      With a broader line of convenience-oriented products, we are gaining expanded distribution in non-grocery channels. These channels are growing faster than the grocery channel and the cost of gaining new distribution in them is lower. We have gained significant new distribution in these alternative channels, particularly for our fruit cup business.

      Our packaged foods segment accounted for approximately 15% of 2005 revenues of the four segments.

Fresh-Cut Flowers

      We entered the fresh-cut flowers business in 1998 and are now the largest producer of fresh-cut flowers in Latin America with over 90% of our Latin American flowers shipped into North America. Our products

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include over 800 varieties of fresh-cut flowers such as roses, carnations and alstroemeria. The fresh-cut flowers business fits our core competencies including:

•  expertise in perishable products;

•  strong relationships with and knowledge of the grocery channel;

•  the ability to manage production in the southern hemisphere; and

•  sophisticated logistics capabilities.

      We are the only flower importer with guaranteed daily deliveries by air. Immediately after harvesting, our flowers are flown to our Miami facility where temperatures are maintained within one-half degree of required levels in all warehouse and production operations. Maintaining the cold chain enables us to deliver the freshest and healthiest flowers to the market.

      Dole’s focus is on supply chain optimization to provide its customers industry-leading service in the procurement of flowers. Current management emphasis is on increasing customer service, rationalizing operational costs, reducing SKUs and automating processes. Our fresh-cut flowers segment accounted for approximately 3% of 2005 revenues of the four segments.

Global Logistics

      We have significant owned and operated food sourcing and related operations in Chile, Colombia, Costa Rica, Ecuador, Guatemala, Honduras, the Philippines, Thailand and the United States. We also source food products in Algeria, Argentina, Australia, Brazil, Cameroon, China, Greece, Italy, Ivory Coast, Mexico, New Zealand, Peru, South Africa, South Korea, Spain, Syria, Tunisia and Turkey. Significant volumes of Dole’s fresh fruit and packaged products are marketed in Canada, Western Europe, Japan and the United States, with lesser volumes marketed in Australia, China, Hong Kong, New Zealand, South Korea, and other countries in Asia, Eastern Europe, Scandinavia, the Middle East and Central and South America.

      The produce that we distribute internationally is transported primarily by 24 owned or leased ocean-going vessels. We ship our tropical fruit in owned or chartered refrigerated vessels. All of our tropical fruit shipments into the North American and core European markets are delivered using pallets or containers. This increases efficiency and minimizes damage to the product from handling. Most of the vessels are equipped with controlled atmosphere technology, which improves product quality. “Backhauling” services, transporting third-party cargo primarily from North America and Europe to Latin America, reduce net transportation costs. We use vessels that are both owned or operated under long-term leases, as well as vessels chartered under contracts that typically last one year. Our fresh-cut flowers are transported via chartered flights.

Customers

      Our top 10 customers in 2005 accounted for approximately 32% of total revenues. No one customer accounted for more than 7% of total 2005 revenues. Our customer base is highly diversified, both geographically and in terms of product mix. Each of our segments’ largest customers accounted for less than 30% of that segment’s revenues. Our largest customers are leading global and regional mass merchandisers and supermarkets in North America, Europe and Asia.

Sales and Marketing

      We sell and distribute our fruit and vegetable products through a network of fresh produce operations in North America, Europe, Asia and Latin America. Some of these operations involve the sourcing, distribution and marketing of fresh fruits and vegetables while others involve only distribution and marketing. We have regional sales organizations to service major retail and wholesale customers. We also use the services of brokers in certain regions, primarily for sales of packaged foods and ready-to-eat salads. Retail customers include large chain stores with which Dole enters into product and service contracts, typically for a one or two-year term. Wholesale customers include large distributors in North America, Europe and Asia. We use

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consumer advertising and promotion support, together with trade spending, to support awareness of new items to maintain and grow our exceptional brand awareness, as well as to increase nutrition and health awareness.

Competition

      The global fresh and packaged produce markets are intensely competitive, and generally have a small number of global producers, filled out with independent growers, packers and middlemen. Our large, international competitors are Chiquita, Fresh Del Monte Produce and Del Monte Foods. In some product lines, we compete with smaller national producers. In fresh vegetables, a limited number of grower shippers in the United States and Mexico supply a significant portion of the United States market, with numerous smaller independent distributors also competing. We also face competition from grower cooperatives and foreign government sponsored producers. Competition in the various markets in which we operate is based on reliability of supply, product quality, brand recognition and perception, price and the ability to satisfy changing customer preferences through innovative product offerings.

Employees

      During fiscal year 2005, we had on average approximately 45,000 full-time permanent employees and 27,000 full-time seasonal or temporary employees, worldwide. This represents an increased work force from 2004 due largely to acquisitions in North America and higher production in Asia. Approximately 43% of our employees work under collective bargaining agreements, some of which expire in 2006, subject to automatic renewals unless a notice of non-extension is given by the union or us. We have not received any notice yet that a union intends not to extend a collective bargaining agreement. We believe our relations with our employees are generally good.

Research and Development

      Our research and development programs concentrate on sustaining the productivity of our agricultural lands, food safety, product quality of existing products and the development of new value-added products, as well as agricultural research and packaging design. Agricultural research is directed toward sustaining and improving product yields and product quality by examining and improving agricultural practices in all phases of production (such as development of specifically adapted plant varieties, land preparation, fertilization, cultural practices, pest and disease control, post-harvesting, handling, packing and shipping procedures), and includes onsite technical services and the implementation and monitoring of recommended agricultural practices. Research efforts are also directed towards integrated pest management and biological pest control. Specialized machinery is developed for various phases of agricultural production and packaging that reduces labor costs, improves productivity and efficiency and increases product quality. Agricultural research is conducted at field facilities primarily in California, Hawaii, Latin America and Asia. We also sponsor research related to environmental improvements and the protection of worker and community health. The aggregate amounts we spent on research and development in each of the last three years have not been material in any of such years.

Trademark Licenses

      We had an agreement, which expired in April 2006, with Ice Cream Partners USA, LLC, pursuant to which we licensed to Nestle our rights to market and manufacture processed products in key segments of the frozen novelty business in the United States and certain other countries, including FRUIT ’N JUICE^® bars. DOLEWHIP^®, a soft-serve, non-dairy dessert, is manufactured and marketed by Precision Foods, Inc. under license from us. In connection with the sale of the majority of our juice business to Tropicana Products, Inc. in May of 1995, we received cash payments up front and granted to Tropicana a license, requiring no additional future royalty payments, to use certain DOLE trademarks on certain beverage products. We continue to market DOLE canned pineapple juice and pineapple juice blend beverages. We have a number of additional license arrangements worldwide, none of which is material to Dole and its subsidiaries, taken as a whole.

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Environmental and Regulatory Matters

      Our agricultural operations are subject to a broad range of evolving environmental laws and regulations in each country in which we operate. In the United States, these laws and regulations include the Food Quality Protection Act of 1996, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Comprehensive Environmental Response, Compensation and Liability Act.

      Compliance with these foreign and domestic laws and related regulations is an ongoing process that is not currently expected to have a material effect on our capital expenditures, earnings or competitive position. Environmental concerns are, however, inherent in most major agricultural operations, including those conducted by us, and there can be no assurance that the cost of compliance with environmental laws and regulations will not be material. Moreover, it is possible that future developments, such as increasingly strict environmental laws and enforcement policies thereunder, and further restrictions on the use of agricultural chemicals, could result in increased compliance costs.

      Our food operations are also subject to regulations enforced by, among others, the U.S. Food and Drug Administration and state, local and foreign equivalents and to inspection by the U.S. Department of Agriculture and other federal, state, local and foreign environmental, health and safety authorities. The U.S. Food and Drug Administration enforces statutory standards regarding the labeling and safety of food products, establishes ingredients and manufacturing procedures for certain foods, establishes standards of identity for foods and determines the safety of food substances in the United States. Similar functions are performed by state, local and foreign governmental entities with respect to food products produced or distributed in their respective jurisdictions.

      In the United States, portions of our fresh fruit and vegetable farm properties are irrigated by surface water supplied by local government agencies using facilities financed by federal or state agencies, as well as from underground sources. Water received through federal facilities is subject to acreage limitations under the 1982 Reclamation Reform Act. Worldwide, the quantity and quality of water supplies varies depending on weather conditions and government regulations. We believe that under normal conditions these water supplies are adequate for current production needs.

Legal Proceedings

      See Item 3, Legal Proceedings, in this Form 10-K.

Trade Issues

      Our foreign operations are subject to risks of expropriation, civil disturbances, political unrest, increases in taxes and other restrictive governmental policies, such as import quotas. Loss of one or more of our foreign operations could have a material adverse effect on our operating results. We strive to maintain good working relationships in each country where we operate. Because our operations are a significant factor in the economies of certain countries, our activities are subject to intense public and governmental scrutiny and may be affected by changes in the status of the host economies, the makeup of the government or public opinion in a particular country.

      The European Union (“EU”) maintains banana regulations that impose tariffs on bananas. On January 1, 2006, the EU implemented a new “tariff only” import regime for bananas. The 2001 EC/ US Understanding on Bananas required the EU to implement a tariff only banana import system on or before January 1, 2006, and the EU’s banana regime change was therefore expected by that date.

      Banana imports from Latin America are now subject to a tariff of 176 euro per metric ton for entry into the EU market. Under the EU’s previous banana regime, banana imports from Latin America were subject to a tariff of 75 euro per metric ton and were also subject to import license requirements and volume quotas. License requirements and volume quotas had the effect of limiting access to the EU banana market.

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      Although all Latin bananas are now subject to a tariff of 176 euro per metric ton, up to 775,000 metric tons of bananas from African, Caribbean, and Pacific (“ACP”) countries may be imported to the EU duty-free. This preferential treatment of a zero tariff on up to 775,000 tons of ACP banana imports, as well as the 176 euro per metric ton tariff applied to Latin banana imports, is currently being challenged by Panama, Honduras and Nicaragua at the World Trade Organization (“WTO”). The current tariff applied to Latin banana imports may be lowered and the ACP preference of a zero tariff may be affected depending on the outcome of these WTO proceedings, but the WTO proceedings are only in their initial stage and may take several years to conclude.

      Exports of our products to certain countries or regions, particularly China, Japan, New Zealand, Russia, South Korea, Taiwan and the Middle East, are subject to various restrictions that may be increased or reduced in response to international economic, currency and political factors, thus affecting our ability to compete in these markets.

      We distribute our products in more than 90 countries throughout the world. Our international sales are usually transacted in U.S. dollars and major European and Asian currencies, while certain costs are incurred in currencies different from those that are received from the sale of products. Results of operations may be affected by fluctuations in currency exchange rates in both the sourcing and selling locations.

Seasonality

      Our sales volumes remain relatively stable throughout the year. We experience seasonal earnings characteristics, predominantly in the fresh fruit segment, because fresh fruit prices traditionally are lower in the second half of the year, when summer fruits are in the markets, than in the first half of the year. Our fresh vegetables segment experiences some seasonality as reflected by higher earnings in the first half of the year. Our packaged foods and fresh-cut flowers segments experience peak demand during certain well-known holidays and observances; the impact is less than in the fresh fruit segment.

GOING-PRIVATE MERGER TRANSACTION

      On March 28, 2003, following stockholder approval, Dole completed the going-private merger transaction pursuant to which David H. Murdock acquired the approximately 76% of Dole’s common stock that he and his affiliates did not already own for $33.50 per share in cash. Upon completion of the merger, Dole became wholly owned by Mr. Murdock through DHM Holding Company, Inc.

Item 1A. Risk Factors

RISK FACTORS

      In addition to the risk factors described elsewhere in this Form 10-K, you should consider the following risk factors. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known or that we currently believe to be less significant may also adversely affect us.

Adverse weather conditions and crop disease can impose costs on our business.

      Fresh produce, including produce used in canning and other packaged food operations, is vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are quite common but difficult to predict. Unfavorable growing conditions can reduce both crop size and crop quality. In extreme cases, entire harvests may be lost in some geographic areas. These factors can increase costs, decrease revenues and lead to additional charges to earnings, which may have a material adverse effect on our business, results of operations and financial condition.

      Fresh produce is also vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and

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climatic conditions. For example, black sigatoka is a fungal disease that affects banana cultivation in most areas where they are grown commercially. The costs to control this disease and other infestations vary depending on the severity of the damage and the extent of the plantings affected. These infestations can increase costs, decrease revenues and lead to additional charges to earnings, which may have a material adverse effect on our business, results of operations and financial condition.

Our business is highly competitive and we cannot assure you that we will maintain our current market share.

      Many companies compete in our different businesses. However, only a few well-established companies operate on both a national and a regional basis with one or several branded product lines. We face strong competition from these and other companies in all our product lines.

      Important factors with respect to our competitors include the following:

•  Some of our competitors may have greater operating flexibility and, in certain cases, this may permit them to respond better to changes in the industry or to introduce new products and packaging more quickly and with greater marketing support.

•  Several of our packaged food product lines are sensitive to competition from national or regional brands, and many of our product lines compete with imports, private label products and fresh alternatives.

•  We cannot predict the pricing or promotional actions of our competitors or whether those actions will have a negative effect on us.

      There can be no assurance that we will continue to compete effectively with our present and future competitors, and our ability to compete could be materially adversely affected by our leveraged position. See “Business — Competition.”

Our earnings are sensitive to fluctuations in market prices and demand for our products.

      Excess supplies often cause severe price competition in our industry. Growing conditions in various parts of the world, particularly weather conditions such as windstorms, floods, droughts and freezes, as well as diseases and pests, are primary factors affecting market prices because of their influence on the supply and quality of product.

      Fresh produce is highly perishable and generally must be brought to market and sold soon after harvest. Some items, such as lettuce, must be sold more quickly, while other items can be held in cold storage for longer periods of time. The selling price received for each type of produce depends on all of these factors, including the availability and quality of the produce item in the market, and the availability and quality of competing types of produce.

      In addition, general public perceptions regarding the quality, safety or health risks associated with particular food products could reduce demand and prices for some of our products. To the extent that consumer preferences evolve away from products that we produce for health or other reasons, and we are unable to modify our products or to develop products that satisfy new consumer preferences, there will be a decreased demand for our products. However, even if market prices are unfavorable, produce items which are ready to be, or have been, harvested must be brought to market promptly. A decrease in the selling price received for our products due to the factors described above could have a material adverse effect on our business, results of operations and financial condition.

Our earnings are subject to seasonal variability.

      Our earnings may be affected by seasonal factors, including:

•  the seasonality of our supplies and consumer demand;

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•  the ability to process products during critical harvest periods; and

•  the timing and effects of ripening and perishability.

      Although banana production tends to be relatively stable throughout the year, banana pricing is seasonal because bananas compete against other fresh fruit that generally comes to market beginning in the summer. As a result, banana prices are typically higher during the first half of the year. Our fresh vegetables segment experiences some seasonality as reflected by higher earnings in the first half of the year. Also, there is a seasonal aspect to our fresh-cut flower business, with peak demand generally around Valentine’s Day and Mother’s Day.

Currency exchange fluctuations may impact the results of our operations.

      We distribute our products in more than 90 countries throughout the world. Our international sales are usually transacted in U.S. dollars, and European and Asian currencies. Our results of operations are affected by fluctuations in currency exchange rates in both sourcing and selling locations. Although we enter into foreign currency exchange forward contracts from time to time to reduce our risk related to currency exchange fluctuation, our results of operations might still be impacted by foreign currency exchange rates, primarily the yen-to-U.S. dollar and euro-to-U.S. dollar exchange rates. For instance, we currently estimate that a 10% strengthening of the U.S. dollar relative to the Japanese yen, euro and Swedish krona would lower operating income by approximately $49 million excluding the impact of foreign currency exchange hedges. Because we do not hedge against all of our foreign currency exposure, our business will continue to be susceptible to foreign currency fluctuations.

We face risks related to our former use of the pesticide DBCP.

      We formerly used dibromochloropropane, or DBCP, a nematocide that was used on a variety of crops throughout the world. The registration for DBCP with the U.S. government was cancelled in 1979 based in part on an apparent link to male sterility among chemical factory workers who produced DBCP. There are a number of pending lawsuits in the United States and other countries against the manufacturers of DBCP and the growers, including us, who used it in the past. The cost to defend or settle these lawsuits, and the costs to pay any judgments or settlements resulting from these lawsuits, or other lawsuits which might be brought, could have a material adverse effect on our business, financial condition or results of operations. See Item 3, Legal Proceedings, in this Form 10-K.

Our substantial indebtedness could adversely affect our operations, including our ability to perform our obligations under the notes and our other debt obligations.

      We have a substantial amount of indebtedness. As of December 31, 2005, we had approximately $841 million in senior secured indebtedness and other structurally senior indebtedness, $1.105 billion in senior unsecured indebtedness, including outstanding senior notes and debentures, and approximately $81 million in capital leases. In April 2006, we completed amendments of our existing senior secured credit facilities, which provide $1.425 billion of borrowing capacity (consisting of $1.075 billion of term loan and letter of credit facilities and $350 million of revolving credit facilities). These funds have been used in part to repay the outstanding term loans under our existing senior secured credit facilities and to make a dividend to our immediate parent, Dole Holding Company, LLC, with which the latter repaid its $150 million credit facility. As of April 13, 2006, we have approximately $1.076 billion in senior secured indebtedness and other structurally senior indebtedness, $1.105 billion in senior unsecured indebtedness, including outstanding senior notes and debentures, and approximately $80 million in capital leases.

      Our substantial indebtedness could have important consequences. For example, it could:

•  make it more difficult for us to satisfy our obligations;

•  require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions and other general corporate purposes;

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•  expose us to the risk of increased interest rates, as certain of our borrowings are at variable rates of interest;

•  require us to sell assets to reduce indebtedness or influence our decisions about whether to do so;

•  increase our vulnerability to general adverse economic and industry conditions;

•  limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•  restrict us from making strategic acquisitions or pursuing business opportunities;

•  place us at a competitive disadvantage compared to our competitors that have relatively less indebtedness; and

•  limit, along with the restrictive covenants in our credit facilities and senior notes indentures, among other things, our ability to borrow additional funds. Failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

The financing arrangements for the going-private merger transactions may increase our exposure to tax liability.

      A portion of our senior secured credit facility has been incurred by our foreign subsidiaries and was used to fund the going-private merger transactions. Although we believe, based in part upon the advice of our tax advisors, that our intended tax treatment of such transactions is appropriate, it is possible that the Internal Revenue Service could seek to characterize the going-private merger transactions in a manner that could result in the immediate recognition of taxable income by us. Any such immediate recognition of taxable income would result in a material tax liability, which could have a material adverse effect on our business, results of operations and financial condition.

Restrictive covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely affect us.

      The indentures governing our senior notes due 2009, our senior notes due 2010, our senior notes due 2011, our debentures due 2013 and our senior secured credit facilities contain various restrictive covenants that limit our discretion in operating our business. In particular, these agreements limit our ability to, among other things:

•  incur additional indebtedness;

•  make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock);

•  issue preferred stock of subsidiaries;

•  make certain investments or acquisitions;

•  create liens on our assets to secure debt;

•  engage in transactions with affiliates;

•  merge, consolidate or transfer substantially all of our assets; and

•  transfer and sell assets.

      These covenants could have a material adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Any future debt could also contain financial and other covenants more restrictive than those imposed under the indentures governing our senior notes due 2009, our senior notes due 2010, our senior notes due 2011, our debentures due 2013 and our senior secured credit facilities.

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      A breach of a covenant or other provision in any debt instrument governing our current or future indebtedness could result in a default under that instrument and, due to cross-default and cross-acceleration provisions, could result in a default under our other debt instruments. Upon the occurrence of an event of default under the senior secured credit facility or any other debt instrument, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under our current or future indebtedness accelerate the payment of the indebtedness, we cannot assure you that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness.

We face other risks in connection with our international operations.

      Our operations are heavily dependent upon products grown, purchased and sold internationally. In addition, our operations are a significant factor in the economies of many of the countries in which we operate, increasing our visibility and susceptibility to regulatory changes. These activities are subject to risks that are inherent in operating in foreign countries, including the following:

•  foreign countries could change laws and regulations or impose currency restrictions and other restraints;

•  in some countries, there is a risk that the government may expropriate assets;

•  some countries impose burdensome tariffs and quotas;

•  political changes and economic crises may lead to changes in the business environment in which we operate;

•  international conflict, including terrorist acts, could significantly impact our business, financial condition and results of operations;

•  in some countries, our operations are dependent on leases and other agreements; and

•  economic downturns, political instability and war or civil disturbances may disrupt production and distribution logistics or limit sales in individual markets.

      The EU maintains banana regulations that impose tariffs on bananas. On January 1, 2006, the EU implemented a new “tariff only” import regime for bananas. The 2001 EC/ US Understanding on Bananas required the EU to implement a tariff only banana import system on or before January 1, 2006, and the EU’s banana regime change was therefore expected by that date.

      Banana imports from Latin America are now subject to import license requirements only and a tariff of 176 euro per metric ton for entry into the EU market. Under the EU’s previous banana regime, banana imports from Latin America were subject to a tariff of 75 euro per metric ton and were also subject to both import license requirements and volume quotas. These license requirements and volume quotas had the effect of limiting access to the EU banana market. The increase in the applicable tariff and the elimination of the volume restrictions applicable to Latin American bananas (which could lead to a “flooding” of the market) could materially adversely affect our business, results of operations or financial condition.

      Although all Latin bananas are now subject to a tariff of 176 euro per metric ton, up to 775,000 metric tons of bananas from ACP countries may be imported to the EU duty-free. This preferential treatment of a zero tariff on up to 775,000 tons of ACP banana imports, as well as the 176 euro per metric ton tariff applied to Latin banana imports, is currently being challenged by Panama, Honduras and Nicaragua at the WTO. The current tariff applied to Latin banana imports may be lowered and the ACP preference of a zero tariff may be affected depending on the outcome of these WTO proceedings, but the WTO proceedings are only in their initial stage and may take several years to conclude.

      In 2005, the Company received a tax assessment from Honduras of approximately $137 million relating to the disposition of all of the Company’s interest in Cervecería Hondureña, S.A in 2001. The Company believes the assessment is without merit and filed an appeal with the Honduran tax authorities, which was

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denied. As a result of the denial in the administrative process, in order to negate the tax assessment, on August 5, 2005, the Company proceeded to the next stage of the appellate process by filing a lawsuit against the Honduran government, in the Honduran Administrative Tax Trial Court. The Honduran government is seeking dismissal of the lawsuit and attachment of assets, which the Company is challenging. No reserve has been provided for this assessment.

Terrorism and the uncertainty of war may have a material adverse effect on our operating results.

      Terrorist attacks, such as the attacks that occurred in New York and Washington, D.C. on September 11, 2001, the subsequent response by the United States in Afghanistan, Iraq and other locations, and other acts of violence or war in the United States or abroad may affect the markets in which we operate and our operations and profitability. From time to time in the past, our operations or personnel have been the targets of terrorist or criminal attacks, and the risk of such attacks impacts our operations and results in increased security costs. Further terrorist attacks against the United States or operators of United States-owned businesses outside the United States may occur, or hostilities could develop based on the current international situation. The potential near-term and long-term effect these attacks may have on our business operations, our customers, the markets for our products, the United States economy and the economies of other places we source or sell our products is uncertain. The consequences of any terrorist attacks, or any armed conflicts, are unpredictable, and we may not be able to foresee events that could have an adverse effect on our markets or our business.

Our worldwide operations and products are highly regulated in the areas of food safety and protection of human health and the environment.

      Our worldwide operations are subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including laws and regulations governing the use and disposal of pesticides and other chemicals. These regulations directly affect day-to-day operations, and violations of these laws and regulations can result in substantial fines or penalties. There can be no assurance that these fines or penalties would not have a material adverse effect on our business, results of operations and financial condition. To maintain compliance with all of the laws and regulations that apply to our operations, we have been and may be required in the future to modify our operations, purchase new equipment or make capital improvements. Actions by regulators may require operational modifications or capital improvements at various locations. In addition, we have been and in the future may become subject to private lawsuits alleging that our operations caused personal injury or property damage.

We are subject to the risk of product liability claims.

      The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling or transportation phases. We have from time to time been involved in product liability lawsuits, none of which were material to our business. While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with all applicable laws and regulations, we cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product liability insurance in an amount that we believe is adequate. However, we cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage.

We are subject to transportation risks.

      An extended interruption in our ability to ship our products could have a material adverse effect on our business, financial condition and results of operations. Similarly, any extended disruption in the distribution of

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our products could have a material adverse effect on our business, financial condition and results of operations. While we believe we are adequately insured and would attempt to transport our products by alternative means if we were to experience an interruption due to strike, natural disaster or otherwise, we cannot be sure that we would be able to do so or be successful in doing so in a timely and cost-effective manner.

The use of herbicides and other hazardous substances in our operations may lead to environmental damage and result in increased costs to us.

      We use herbicides and other hazardous substances in the operation of our business. We may have to pay for the costs or damages associated with the improper application, accidental release or the use or misuse of such substances. Our insurance may not be adequate to cover such costs or damages or may not continue to be available at a price or under terms that are satisfactory to us. In such cases, payment of such costs or damages could have a material adverse effect on our business, results of operations and financial condition.

Events or rumors relating to the DOLE brand could significantly impact our business.

      Consumer and institutional recognition of the DOLE trademarks and related brands and the association of these brands with high quality and safe food products are an integral part of our business. The occurrence of any events or rumors that cause consumers and/or institutions to no longer associate these brands with high quality and safe food products may materially adversely affect the value of the DOLE brand name and demand for our products. We have licensed the DOLE brand name to several affiliated and unaffiliated companies for use in the United States and abroad. Acts or omissions by these companies over which we have no control may also have such adverse effects.

A portion of our workforce is unionized and labor disruptions could decrease our profitability.

      As of December 31, 2005, approximately 43% of our employees worked under various collective bargaining agreements. Some of our collective bargaining agreements will expire in fiscal 2006, although each agreement is subject to automatic renewal unless we or the union party to the agreement provides notice otherwise. Our other collective bargaining agreements will expire in later years. While we believe that our relations with our employees are good, we cannot assure you that we will be able to negotiate these or other collective bargaining agreements on the same or more favorable terms as the current agreements, or at all, and without production interruptions, including labor stoppages. A prolonged labor dispute, which could include a work stoppage, could have a material adverse effect on the portion of our business affected by the dispute, which could impact our business, results of operations and financial condition.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

(Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)

      Some of the information included in this Form 10-K and other materials filed or to be filed by us with the Commission contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include the words “may,” “will,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other words or expressions of similar meaning. We have based these forward-looking statements on our current expectations about future events. The forward-looking statements include statements that reflect management’s beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to our financial condition, results of operations, future performance and business, including statements relating to our business strategy and our current and future development plans.

      The potential risks and uncertainties that could cause our actual financial condition, results of operations and future performance to differ materially from those expressed or implied in this Form 10-K include those set forth under the heading “Risk Factors” in Item 1A.

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      We urge you to review carefully this Form 10-K, particularly the section “Risk Factors,” for a more complete discussion of the risks to our business.

      From time to time, oral or written forward-looking statements are also included in our reports on Forms 10-K, 10-Q and 8-K, press releases and other materials released to the public. Although we believe that at the time made, the expectations reflected in all of these forward-looking statements are and will be reasonable, any or all of the forward-looking statements in this Form 10-K, our reports on Forms 10-K, 10-Q and 8-K and any other public statements that are made by us may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this Form 10-K, certain of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this Form 10-K, or other public communications that we might make, as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.

Item 1B. Unresolved Staff Comments

      None.

Item 2. Properties

      We own our executive office facility in Westlake Village, California. We also maintain divisional offices in Salinas, California and Miami, Florida, which are owned by us. We own our Latin American regional headquarters building in San Jose, Costa Rica, as well as offices in Bogota/ Santa Marta, Colombia and La Ceiba, Honduras. We also maintain offices in Chile, Costa Rica and Ecuador, which are leased from third parties. We maintain our European headquarters in Paris, France and regional offices in Antwerp, Belgium, Athens, Greece, Hamburg, Germany, Milan, Italy, Stockholm, Sweden and Cape Town, South Africa, which are leased from third parties. We own our offices in Madrid, Spain, Rungis, France and Lübeck, Germany. We maintain offices in Japan, China, the Philippines, Thailand, Hong Kong and South Korea, which are leased from third parties. The inability to renew any of the above office leases by us would not have a material adverse effect on our operating results. We believe that our property and equipment are generally well maintained, in good operating condition and adequate for our present needs.

      The following is a description of our significant properties.

North America

      Our Hawaii pineapple operations for the fresh produce market are located on the island of Oahu and total approximately 3,100 acres, which we own.

      We own approximately 1,200 acres of farmland in California, and lease approximately 13,200 acres of farmland in California and another 3,700 acres in Arizona in connection with our vegetable and berry operations. The majority of this acreage is farmed under joint growing arrangements with independent growers, while we farm the remainder. We own cooling, packing and shipping facilities in Yuma, Arizona and the following California cities: Marina, Gonzales and Huron. Additionally, we have partnership interests in facilities in Yuma, Arizona and Salinas, California, and leases in facilities in the following California cities: Coachella, Oceanside, Oxnard and Watsonville. We own and operate state-of-the-art, ready-to-eat salad and vegetable plants in Yuma, Arizona, Soledad, California, Springfield, Ohio and have an additional ready-to-eat salad plant under construction in Bessemer City, North Carolina.

      We produce almonds from approximately 300 acres, pistachios from approximately 2,000 acres, olives from approximately 900 acres and citrus from approximately 2,800 acres on orchards in the San Joaquin Valley through agricultural partnerships in which we have an interest. We produce grapes on approximately 570 acres of owned property in the San Joaquin Valley.

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      Our Florida based fresh-cut flowers distribution operates from a 328,000 square foot building completed in 2001, which we own. Approximately 200,000 square feet of this facility is refrigerated. Our fresh-cut flowers business also operates another cooling and distribution facility in the Miami area, which we own. We also operate a leased facility in Los Angeles, California and have sales offices in Bentonville, Arkansas.

      We own approximately 2,700 acres of peach orchards in California, which we farm. We own and operate a plant in Atwater, California that produces individually quick frozen fruit.

Latin America

      We produce bananas directly from owned plantations in Costa Rica, Colombia, Ecuador and Honduras as well as through associated producers or independent growing arrangements in those countries and others, including Guatemala. We own approximately 2,300 acres in Colombia, 34,600 acres in Costa Rica, 3,800 acres in Ecuador and 17,900 acres in Honduras, all related to banana production, although some of the acreage is not presently under production.

      We own approximately 6,200 acres of land in Honduras, 7,300 acres of land in Costa Rica and 3,000 acres of land in Ecuador, all related to pineapple production, although some of the acreage is not presently under production. Pineapple is grown primarily for the fresh produce market. We own a juice concentrate plant in Honduras for pineapple and citrus. Coconuts are produced on approximately 800 acres of owned land in Honduras.

      We grow grapes, stone fruit, kiwi and pears on approximately 4,040 acres owned or leased by us in Chile. We own and operate 11 packing and cold storage facilities, a corrugated box plant and a wooden box plant in Chile. We also operate a fresh-cut salad plant and a small local fruit distribution company in Chile.

      We also own and operate corrugated box plants in Colombia, Costa Rica, Ecuador and Honduras. We also operate a value-added vegetable plant in Costa Rica.

      We formally accepted a new Ecuadorian port (Bananapuerto) on September 6, 2002. We indirectly own 35% of Bananapuerto and operate the port pursuant to a port services agreement, the term of which is up to 30 years.

      Dole Latin America operates a fleet of seven refrigerated container ships, of which four are owned, two are under long-term capital leases and one is long-term chartered. In addition, Dole Latin America operates a fleet of 17 breakbulk refrigerated ships, of which nine are owned, six are long-term chartered and two are chartered for one year. We also cover part of our requirements under contracts with existing liner services and occasionally charter vessels for short periods on a time or voyage basis as and when required. We own or lease approximately 12,800 refrigerated containers, 2,500 dry containers, 5,000 chassis and 3,700 generator sets.

      We produce flowers on approximately 1,500 acres in Colombia and Ecuador. We own and operate packing and cooling facilities at each of our flower farms and lease a facility in Bogota, Colombia for bouquet construction.

Asia

      We operate a pineapple plantation of approximately 35,900 leased acres in the Philippines. Approximately 19,500 acres of the plantation are leased to us by a cooperative of our employees that acquired the land pursuant to agrarian reform law. The remaining 16,400 acres are leased from individual land owners. A multi-fruit cannery, blast freezer, cold storage, juice concentrate plant, a box forming plant, a can and drum manufacturing plant, warehouses, wharf and a fresh fruit packing plant, each owned by us, are located at or near the pineapple plantation.

      We own and operate a multi-fruit cannery, can manufacturing plant and juice concentrate plant located in central Thailand and a second multi-fruit cannery in southern Thailand. Dole also grows pineapple in Thailand on approximately 3,700 acres of leased land, not all of which are currently under cultivation.

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      We produce bananas and asparagus from leased lands in the Philippines and also source these products through associated producers or independent growing arrangements in the Philippines. A plastic extruding plant and a box forming plant, both owned by us, are located near the banana plantations. We also operate banana ripening and distribution centers in Hong Kong, South Korea, China and the Philippines.

      Additionally, we source products from over 1,200 Japanese farmers through independent growing arrangements.

Europe

      We operate 12 banana ripening, produce and flower distribution centers in Sweden, nine in France, six in Spain, four in Italy, one in Belgium, one in Austria and three in Germany; with the exception of three owned facilities in Sweden, three owned facilities in France, two owned facilities in Spain, two owned facilities in Germany and one owned facility in Italy, these facilities are leased. We have a minority interest in a French company that owns a majority interest in banana and pineapple plantations in Cameroon and the Ivory Coast. We own a minority interest in a banana ripening and fruit distribution company with three facilities in the United Kingdom. We are the majority owner in a company operating a port terminal and distribution facility in Livorno, Italy. We own a banana ripening and fruit distribution facility near Istanbul, Turkey.

      We wholly own Saba Fresh Cuts AB, which owns and operates a state-of-the-art, ready-to-eat salad and vegetable plant in Helsingborg, Sweden.

Item 3. Legal Proceedings

      Dole is involved from time to time in claims and legal actions incidental to its operations, both as plaintiff and defendant. The Company has established what management currently believes to be adequate reserves for pending legal matters. These reserves are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as changes in the pending case load (including resolved and new matters), opinions of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery, and past experience in defending and settling similar claims. In the opinion of management, after consultation with outside counsel, the claims or actions to which the Company is a party are not expected to have a material adverse effect, individually or in the aggregate, on the Company’s financial condition or results of operations.

      A significant portion of the Company’s legal exposure relates to lawsuits pending in the United States and in several foreign countries, alleging injury as a result of exposure to the agricultural chemical DBCP (1,2-dibromo-3-chloropropane). DBCP was manufactured by several chemical companies including Dow and Shell and registered by the U.S. government for use on food crops. The Company and other growers applied DBCP on banana farms in Latin America and the Philippines and on pineapple farms in Hawaii. Specific periods of use varied among the different locations. The Company halted all purchases of DBCP, including for use in foreign countries, when the U.S. EPA cancelled the registration of DBCP for use in the United States in 1979. That cancellation was based in part on a 1977 study by a manufacturer which indicated an apparent link between male sterility and exposure to DBCP among factory workers producing the product, as well as early product testing done by the manufacturers showing testicular effects on animals exposed to DBCP. To date, there is no reliable evidence demonstrating that field application of DBCP led to sterility among farm workers, although that claim is made in the pending lawsuits. Nor is there any reliable scientific evidence that DBCP causes any other injuries in humans, although plaintiffs in the various actions assert claims based on cancer, birth defects and other general illnesses.

      Currently there are 554 lawsuits, in various stages of proceedings, alleging injury as a result of exposure to DBCP or seeking enforcement of Nicaraguan judgments. Seventeen of these lawsuits are currently pending in various jurisdictions in the United States. One case pending in Los Angeles Superior Court with 13 Nicaraguan plaintiffs has a trial date of July 17, 2006. The remaining cases are pending in Latin America and the Philippines, including 347 labor cases pending in Costa Rica under that country’s national insurance program. Claimed damages in DBCP cases worldwide total approximately $35.2 billion, with the lawsuits in Nicaragua

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representing approximately 85% of this amount. In almost all of the non-labor cases, the Company is a joint defendant with the major DBCP manufacturers and, typically, other banana growers. Except as described below, none of these lawsuits has resulted in a verdict or judgment against the Company.

      In Nicaragua, 168 cases are currently filed in various courts throughout the country, with all but one of the lawsuits brought pursuant to Law 364, an October 2000 Nicaraguan statute that contains substantive and procedural provisions that Nicaragua’s Attorney General formally opined are unconstitutional. In October 2003, the Supreme Court of Nicaragua issued an advisory opinion, not connected with any litigation, that Law 364 is constitutional.

      Seventeen cases have resulted in judgments in Nicaragua: $489.4 million (nine cases consolidated with 468 claimants) on December 11, 2002; $82.9 million (one case with 58 claimants) on February 25, 2004; $15.7 million (one case with 20 claimants) on May 25, 2004; $4 million (one case with four claimants) on May 25, 2004; $56.5 million (one case with 72 claimants) on June 14, 2004; $64.8 million (one case with 86 claimants) on June 15, 2004; $27.7 million (one case with 39 claimants) on March 17, 2005.; $98.5 million (150 claimants) on August 8, 2005; and $46.4 million (one case with 62 claimants) on August 20, 2005.

      Thirty-two new cases have recently been filed in civil courts in Managua (8) and Chinandega (24). In addition, there are 20 active cases currently pending in civil courts in Managua (10), Chinandega (8) and Puerto Cabezas (2), all of which have been brought under Law 364 except for one of the cases pending in Chinandega. Six of the active cases pending before the court in Chinandega have been consolidated for trial, which seeks $3.4 billion on behalf of 1,708 claimants. Trial in this consolidated case commenced November 25, 2005. In the 19 active cases under Law 364, except for one case in Chinandega and one in Managua, the Company has sought to have the cases returned to the United States pursuant to Law 364. Notwithstanding, the Chinandega court denied the Company’s request in the six consolidated cases pending there; the Managua court denied the Company’s request with respect to one of the cases pending there; and the court in Puerto Cabezas denied the Company’s request with respect to the two cases there. The Company’s requests as to eight of the cases in Managua are still pending; and the Company expects to make similar requests in the remaining two cases at the appropriate time. The Company has appealed the two decisions of the court in Puerto Cabezas, the decision of the court in Managua and the six decisions of the court in Chinandega.

      The claimants’ attempted enforcement of the December 11, 2002 judgment for $489.4 million in the United States resulted in a dismissal with prejudice of that action by the United States District Court for the Central District of California on October 20, 2003. The claimants have voluntarily dismissed their appeal of that decision which was pending before the United States Court of Appeals for the Ninth Circuit. Defendants’ motion for sanctions against Plaintiffs’ counsel is still pending before the Court of Appeals in that case.

      Claimants have also indicated their intent to seek enforcement of the Nicaraguan judgments in Colombia, Ecuador, Venezuela and other countries in Latin America and elsewhere, including the United States. In Venezuela, the claimants are attempting to enforce five of the Nicaraguan judgments in that country’s Supreme Court: $489.4 million (December 11, 2002); $82.9 million (February 25, 2004); $15.7 million (May 25, 2004); $56.5 million (June 14, 2004); and $64.8 million (June 15, 2004). An action recently filed to enforce the $27.7 million Nicaraguan judgment (March 17, 2005) in the Colombian Supreme Court was dismissed. In Ecuador, the claimants attempted to enforce the five Nicaraguan judgments issued between February 25, 2004 through June 15, 2004 in the Ecuador Supreme Court. The First, Second and Third Chambers of the Ecuador Supreme Court issued rulings refusing to consider those enforcement actions on the ground that the Supreme Court was not a court of competent jurisdiction for enforcement of a foreign judgment. The plaintiffs subsequently refiled those five enforcement actions in the civil court in Guayaquil, Ecuador. Two of these subsequently filed enforcement actions have been dismissed by the 3rd Civil Court — $15.7 million (May 25, 2004) — and the 12th Civil Court — $56.5 million (June 14, 2004) — in Guayaquil; plaintiffs have sought reconsideration of those dismissals. The remaining three enforcement actions are still pending.

      The Company believes that none of the Nicaraguan civil trial courts’ judgments will be enforceable against any Dole entity in the U.S. or in any other country, because Nicaragua’s Law 364 is unconstitutional and violates international principles of due process. Among other things, Law 364 is an improper “special law”

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directed at particular parties; it requires defendants to pay large, non-refundable deposits in order to even participate in the litigation; it provides a severely truncated procedural process; it establishes an irrebuttable presumption of causation that is contrary to the evidence and scientific data; and it sets unreasonable minimum damages that must be awarded in every case.

      As to all the DBCP matters, the Company has denied liability and asserted substantial defenses. The Company has also engaged in efforts to resolve pending litigation and claims in the U.S. and Latin America. Although no assurance can be given concerning the outcome of these cases, in the opinion of management, after consultation with legal counsel and based on past experience defending and settling DBCP claims, the pending lawsuits are not expected to have a material adverse effect on the Company’s financial condition or results of operations.

      European Union Antitrust Inquiry and U.S. Class Action Lawsuits: The European Commission (“EC”) is investigating alleged violations of European Union competition (antitrust) laws by banana and pineapple importers and distributors operating within the European Economic Area (“EEA”). On June 2 and 3, 2005, the EC conducted a search of certain of the Company’s offices in Europe. During this same period, the EC also conducted similar unannounced searches of other companies’ offices located in the European Union. The Company is cooperating with the EC and has responded to the EC’s information requests. Although no assurances can be given concerning the course or outcome of that EC investigation, the Company believes that it has not violated the European Union competition laws.

      Following the public announcement of the EC searches, a number of class action lawsuits were filed against the Company and three competitors in the U.S. District Court for the Southern District of Florida. The lawsuits were filed on behalf of entities that directly or indirectly purchased bananas from the defendants and have now been consolidated into two separate class action lawsuits: one by direct purchasers (customers); and another by indirect purchasers (those who purchased bananas from customers). Both consolidated class action lawsuits allege that the defendants conspired to artificially raise or maintain prices and control or restrict output of bananas. The Company believes these lawsuits are without merit.

      Honduran Tax Case: In 2005, the Company received a tax assessment from Honduras of approximately $137 million relating to the disposition of all of the Company’s interest in Cervecería Hondureña, S.A in 2001. The Company believes the assessment is without merit and filed an appeal with the Honduran tax authorities, which was denied. As a result of the denial in the administrative process, in order to negate the tax assessment, on August 5, 2005, the Company proceeded to the next stage of the appellate process by filing a lawsuit against the Honduran government, in the Honduran Administrative Tax Trial Court. The Honduran government is seeking dismissal of the lawsuit and attachment of assets, which the Company is challenging. No reserve has been provided for this assessment.

Item 4. Submission of Matters to a Vote of Security Holders

      There were no matters submitted to a vote of security holders during the fiscal quarter ended December 31, 2005.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

      All 1,000 authorized shares of Dole’s common stock are held by one stockholder, Dole Holding Company, LLC, which itself is a direct, wholly-owned subsidiary of DHM Holding Company, Inc., of which David H. Murdock is the 100% beneficial owner. There are no other Dole equity securities. There is no market for Dole’s equity securities. In connection with the March 28, 2003 going-private merger transaction, Dole ended all of its equity compensation plans.

      Dole paid a regular quarterly dividend of $0.10 per share of its common stock from 1991 until December 2001. Dole increased its quarterly dividend rate to $0.15 per share for the quarter ending in March 2002 and subsequent quarters. The last such dividend was for the fiscal quarter ended March 23, 2003. The going-private merger transaction occurred on March 28, 2003.

      Additional information required by Item 5 is contained in Note 12 — Shareholders’ Equity, to Dole’s Consolidated Financial Statements in this Form 10-K.

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Item 6. Selected Financial Data

		Year			Year			Three Quarters			Quarter
		Ended			Ended			Ended			Ended
		December 31,			January 1,			January 3,			March 22,
		2005			2005			2004			2003			2002			2001
		Successor			Successor			Successor			Predecessor			Predecessor			Predecessor
		(In millions)
Summary of Operations
Revenues, net		$	5,870		$	5,316		$	3,700		$	1,073		$	4,392		$	4,314
Cost of products sold			5,182			4,574			3,213			895			3,697			3,884
	Gross margin		688			742			487			178			695			430
Selling, marketing and general and administrative expenses			463			425			322			89			421			383
	Operating income		225			317			165			89			274			47
Interest expense — net			137			148			120			17			69			65
Other income (expense) — net			(5	)		(9	)		(18	)		—			2			9
	Income (loss) from continuing operations before income tax expense, minority interest expense and equity earnings		83			160			27			72			207			(9	)
Income tax expense			45			26			7			13			54			29
Minority interest expense, net of income tax expense			3			10			3			1			6			2
Equity in earnings of unconsolidated subsidiaries, net of income tax expense			(7	)		(10	)		(6	)		(3	)		(9	)		(3	)
Income (loss) from continuing operations, net of income tax expense			42			134			23			61			156			(37	)
Income from discontinued operations, net of income tax expense			2			—			—			—			—			19
Gain on disposal of discontinued operations, net of income tax expense			—			—			—			—			—			168
	Income before cumulative effect of a change in accounting principle		44			134			23			61			156			150
Cumulative effect of a change in accounting principle			—			—			—			—			120			—
	Net income	$	44		$	134		$	23		$	61		$	36		$	150
Balance Sheet and Other Information
	Working capital	$	535		$	423		$	279			—		$	715		$	586
	Total assets		4,410			4,322			3,988			—			3,037			2,768
	Long-term debt		2,001			1,837			1,804			—			882			816
	Total debt		2,027			1,869			1,851			—			1,125			843
	Total shareholders’ equity		617			678			456			—			745			736
	Cash dividends		77			20			—		$	8			34			22
	Capital additions		146			102			102			4			234			120
	Depreciation and amortization		150			145			107			25			107			117

     Note: As a result of the going-private merger transaction, the Company’s Consolidated Financial Statements present the results of operations, financial position and cash flows prior to the date of the merger transaction as the “Predecessor.” The merger transaction and the Company’s results of operations, financial position and cash flows thereafter are presented as the “Successor.” Predecessor results have not been aggregated with those of the Successor in accordance with accounting principles generally accepted in the U.S. and accordingly the Company’s Consolidated Financial Statements do not show the results of operations or cash flows for the year ended January 3, 2004.

     Discontinued operations for the periods presented relate to the disposition of the Company’s interest in Cerveceria Hondureña, S.A. in 2001.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

2005 Overview

      For the year ended December 31, 2005, Dole Food Company, Inc. and its consolidated subsidiaries (“Dole” or the “Company”) achieved record revenues of $5.9 billion, reflecting growth of 10% compared to the prior year. Higher revenues were generated by all four of the Company’s operating segments. The Company earned operating income of $225 million in 2005, compared to $317 million earned in 2004. The Company’s net income in 2005 was $44 million, compared to $134 million in 2004. The Company also generated operating cash flows of $73 million during 2005, compared to $217 million in 2004.

      Revenues were largely driven by strong banana volumes in North America, higher sales and price increases in Dole’s Packaged Foods business, and full year operations from Wood Holdings, Inc. (renamed Dole Packaged Frozen Foods, Inc.), a frozen fruit producer and manufacturer, and Coastal Berry Company, LLC (renamed Dole Berry Company, LLC), a leading California producer of fresh berries, which were acquired in 2004. Operating income decreased primarily due to higher production, shipping and distribution costs across Dole’s significant businesses.

      Higher commodity costs, including significantly higher fuel prices, impacted 2005 operations. In 2005, the Company experienced significant cost increases in many of the commodities it uses in production, including containerboard, tinplate, resin and agricultural chemicals. In addition, significantly higher average fuel prices resulted in higher shipping and distribution costs. Overall, higher commodity costs impacted operating income by approximately $45 million. The Company entered into several fuel hedging contracts and renegotiated certain commodity supply contracts to partly mitigate its exposure to further commodity cost increases.

Going-Private Merger Transaction

      In March 2003, the Company completed a going-private merger transaction. The privatization resulted from the acquisition by David H. Murdock, the Company’s Chairman and Chief Executive Officer, of the approximately 76% of the Company that he and his affiliates did not already own for $33.50 per share in cash. As a result of the transaction, the Company became wholly owned by Mr. Murdock through DHM Holding Company, Inc. (“HoldCo”).

      The purchase price of all of the outstanding common stock of the Company not already owned by Mr. Murdock, plus transaction costs, was approximately $1.55 billion. The funds necessary to purchase these shares of the Company consisted of a $125 million capital contribution by HoldCo, funds borrowed under $1.125 billion of new senior secured credit facilities (consisting of $825 million of term loan facilities and $300 million of revolving credit facilities) and the issuance of $475 million principal amount of 8.875% Senior Notes due 2011. The going-private merger transaction was accounted for as a purchase at the HoldCo level with the related purchase accounting pushed down to the Company as of the date of the transaction.

Results of Operations

      As a result of the going-private merger transaction, the Company’s Consolidated Financial Statements present the results of operations, financial position and cash flows prior to the date of the merger transaction as the “Predecessor.” The merger transaction and the Company’s results of operations, financial position and cash flows thereafter are presented as the “Successor.” Predecessor results have not been aggregated with those of the Successor in accordance with accounting principles generally accepted in the U.S. and accordingly the Company’s Consolidated Financial Statements do not show results of operations or cash flows for the year ended January 3, 2004. However, in order to facilitate an understanding of the Company’s results in comparison with the years ended December 31, 2005 and January 1, 2005, the results of operations of the Predecessor for the quarter ended March 22, 2003 and the Successor for the three quarters ended January 3, 2004, are presented combined (“Combined”).

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      Selected results of operations for the years ended December 31, 2005, January 1, 2005 and January 3, 2004 were as follows (in thousands):

							Three Quarters
	Year Ended			Year Ended			Ended			Quarter Ended			Year Ended
	December 31,			January 1,			January 3,			March 22,			January 3,
	2005			2005			2004			2003			2004
	Successor			Successor			Successor			Predecessor			Combined
Revenues, net	$	5,870,611		$	5,316,202		$	3,699,971		$	1,073,170		$	4,773,141
Operating income		225,210			317,012			165,429			88,790			254,219
Interest income and other income (expense), net		696			(4,530	)		(14,165	)		2,897			(11,268	)
Interest expense		142,716			152,704			124,491			19,647			144,138
Income tax expense		44,520			25,491			6,512			13,100			19,612
Minority interest expense and equity in earnings of unconsolidated subsidiaries, net of income tax expense		(3,382	)		(131	)		(2,856	)		(1,848	)		(4,704	)
Income from discontinued operations, net of income tax expense		2,044			—			—			—			—
Net income		44,096			134,418			23,117			60,788			83,905

Revenues

      For the year ended December 31, 2005, revenues increased 10% to $5.9 billion from $5.3 billion in the prior year. The most significant revenue drivers were the acquisitions of Dole Berry Company during the fourth quarter of 2004 and Dole Packaged Frozen Foods during the second quarter of 2004. These acquisitions increased 2005 revenues by approximately $130 million and $76 million, respectively, over revenues reported in 2004. Revenues also benefited from higher worldwide sales of fresh fruit, primarily for bananas and pineapples. Sales of fresh fruit also increased due to higher revenues in the Company’s European ripening and distribution operations. In addition, revenues benefited from higher sales of packaged salads and packaged foods products, primarily for FRUIT BOWLS, canned pineapple and fruit in plastic jars. These increases were partially offset by lower deciduous sales in North America and Asia and lower citrus sales in Asia. Changes in foreign currency exchange rates versus the U.S. dollar did not have a significant impact on consolidated revenues in 2005.

      For the year ended January 1, 2005, revenues increased 11% to $5.3 billion from $4.8 billion in 2003. The increase was due to favorable U.S. dollar foreign currency exchange rates primarily versus the euro, Swedish krona and Japanese yen, and the acquisition of Dole Packaged Frozen Foods. These factors benefited 2004 revenues by approximately $190 million and $78 million, respectively. Revenues also benefited from higher worldwide sales of fresh fruit, particularly pineapples and deciduous fruit and expanded European ripening and distribution and commercial cargo activity. In addition, there were higher sales of packaged salads and packaged foods products. The increase in revenues was partially offset by one less week in 2004 as a result of a 52-week year in 2004 compared to a 53-week year in 2003. The impact on revenues of this additional week was approximately $73 million in 2003. Revenues were also impacted by lower banana pricing in North America, lower commodity vegetable sales and the 2003 disposal of Fabrica, a Honduran palm oil business. Fabrica’s revenues were $18 million during 2003.

Operating Income

      For the year ended December 31, 2005, operating income was $225.2 million compared with $317 million in 2004. The decrease was primarily due to higher production costs, higher shipping and distribution costs and an increase in selling and marketing expenses. Higher production costs were driven by significantly higher commodity costs, particularly for fuel and containerboard. These factors were partially offset by higher

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European banana earnings and higher sales volumes and pricing in the packaged foods business. Operating income in 2005 also increased due to an employee-related restructuring charge of $8.8 million in Ecuador recorded in 2004. In addition, unfavorable foreign currency exchange movements contributed to lower operating results. If foreign currency exchange rates in the Company’s significant foreign operations during 2005 remained unchanged from those experienced in 2004, the Company estimates that its operating income would have been higher by approximately $15 million. Operating income in 2005 included realized foreign currency exchange losses of $4 million, partially offset by the impact of hedges of $2 million, and $5 million related to foreign currency hedging incentives from the Colombian government.

      For the year ended January 1, 2005, operating income increased to $317 million from $254.2 million in 2003. The increase was primarily attributable to the absence of privatization-related purchase accounting adjustments to inventory of $59.3 million and nonrecurring privatization expenses of $9.1 million, which were incurred in 2003. Operating income also benefited from additional commercial cargo activity and higher pineapple earnings. Pistachio earnings also grew as a result of the seasonality and timing of the harvest. These increases were partially offset by lower banana earnings, lower earnings from fresh vegetables, packaged foods and fresh-cut flowers, and the $8.8 million employee-related restructuring charge in Ecuador. In addition, favorable foreign currency exchange movements contributed to higher operating results. If foreign currency exchange rates in the Company’s significant foreign operations during 2004 remained unchanged from those experienced in 2003, the Company estimates that its operating income would have been lower by approximately $33 million. Operating income in 2004 included realized foreign currency exchange losses of $2 million and hedge losses of $12 million.

Interest Income and Other Income (Expense), Net

      For the year ended December 31, 2005, interest income increased to $6 million from $4.2 million in 2004. Higher interest income was primarily generated from the interest earned on an account receivable balance settled in 2005. Higher interest rates associated with outstanding grower loans also contributed to the increase.

      Other income (expense), net improved to an expense of $5.4 million in 2005 from an expense of $8.7 million in 2004. The improvement was primarily due to the change in unrealized foreign currency exchange gains of $43.5 million. In 2005, the Company’s Japanese yen denominated term loan and British pound sterling denominated vessel capital lease obligation generated foreign currency exchange gains of $27.1 million and $9.5 million, respectively, compared to a foreign currency exchange loss on the vessel obligations of $6.9 million in 2004. These improvements were partially offset by $41.1 million of additional expenses related to the early extinguishment of debt.

      For the year ended January 1, 2005, interest income decreased to $4.2 million from $7.1 million in 2003. The decrease was related to interest income generated in the first quarter of 2003 when the Company had a significant cash balance. Most of this cash was used in the financing of the going-private merger transaction in March 2003.

      Other income (expense), net improved to an expense of $8.7 million in 2004 from an expense of $18.3 million in 2003. The improvement was primarily due to $9.9 million of lower expenses related to the early extinguishment of debt resulting from accelerated debt repayments.

Interest Expense

      Interest expense for the year ended December 31, 2005 was $142.7 million compared to $152.7 million in 2004. The decrease was primarily related to lower overall effective borrowing rates that resulted from the Company’s refinancing and bond tender transactions during the second quarter of 2005.

      Interest expense for the year ended January 1, 2005 was $152.7 million compared to $144.1 million in 2003. The increase was primarily due to the issuance of additional debt in the second quarter of 2003 to finance the going-private merger transaction, as well as additional interest expense on vessel lease obligations capitalized due to the adoption of Financial Accounting Standards Board (“FASB”) Interpretation No. 46, Consolidation of Variable Interest Entities, in the fourth quarter of 2003.

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Income Taxes

      Income tax expense for the year ended December 31, 2005 increased to $44.5 million from $25.5 million in 2004. Excluding the impact of the repatriation of foreign earnings under Section 965 of the Internal Revenue Code of $37.8 million, income tax expense for the year ended December 31, 2005 was $6.7 million, which reflects the Company’s effective tax rate of 8.1% for the 2005 fiscal year. The reduction in the effective income tax rate in 2005 of 8.1% from the 2004 rate of 16% is primarily due to a change in the mix of taxable earnings, resulting in part from lower domestic earnings. For all periods presented, the effective income tax rate differs from the U.S. federal statutory rate primarily due to earnings from operations being taxed in foreign jurisdictions at lower net effective rates than the U.S. rate.

      During October 2004, the American Jobs Creation Act of 2004 was signed into law, adding Section 965 to the Internal Revenue Code. Section 965 provides a special one-time deduction of 85% of certain foreign earnings that are repatriated under a domestic reinvestment plan, as defined therein. The effective federal tax rate on any qualified foreign earnings repatriated under Section 965 equals 5.25%. Taxpayers could elect to apply this provision to a qualified earnings repatriation made during calendar year 2005.

      During the second quarter of 2005, the Company repatriated $570 million of earnings from its foreign subsidiaries, of which approximately $489 million qualifies for the 85% dividends received deduction under Section 965. A tax provision of approximately $37.8 million for the repatriation of certain foreign earnings has been recorded as income tax expense for year ended December 31, 2005.

      For 2005, 2004 and 2003, other than the taxes provided on the $570 million of repatriated foreign earnings, no U.S. taxes were provided on unremitted foreign earnings from operations because such earnings are intended to be indefinitely invested outside the U.S.

      Income tax expense for the year ended January 1, 2005 increased to $25.5 million from $19.6 million in 2003. The Company’s effective tax rate fell to 16% in 2004 from 19.8% in 2003. The reduction in the effective income tax rate in 2004 was primarily due to a change in the mix of taxable earnings, resulting in part from lower domestic earnings and higher earnings in Europe and Asia.

Minority Interest and Equity in Earnings of Unconsolidated Subsidiaries

      Minority interest expense for the year ended December 31, 2005 decreased to $3.2 million from $10.2 million in 2004. The decrease was primarily due to the Company’s purchase of the 40% minority interest in Saba Trading AB (“Saba”) in December 2004.

      Equity in earnings of unconsolidated subsidiaries for the year ended December 31, 2005 decreased to $6.6 million from $10.3 million in 2004. The decrease was primarily related to the sale of the Company’s investment in a Guatemalan joint venture during 2005.

      Minority interest expense for the year ended January 1, 2005 increased to $10.2 million from $3.9 million in 2003. The increase was primarily related to 2004 seasonal pistachio earnings generated by several majority-owned partnerships.

      Equity in earnings of unconsolidated subsidiaries for the year ended January 1, 2005 increased to $10.3 million from $8.6 million in 2003. The increase was primarily related to higher earnings generated by several of the Company’s European investments.

Segment Results of Operations

      The Company has four primary reportable operating segments: fresh fruit, fresh vegetables, packaged foods and fresh-cut flowers. These reportable segments are managed separately due to differences in their products, production processes, distribution channels and customer bases.

      The Company’s management evaluates and monitors segment performance primarily through earnings before interest expense and income taxes (“EBIT”). EBIT is calculated by adding interest expense and income tax expense to net income. In 2005, EBIT is calculated by adding income from discontinued

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operations, net of income tax expense, interest expense and income tax expense to net income. Management believes that segment EBIT provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each segment in relation to the Company as a whole. EBIT is not defined under accounting principles generally accepted in the United States of America (“GAAP”) and should not be considered in isolation or as a substitute for net income measures prepared in accordance with GAAP or as a measure of the Company’s profitability. Additionally, the Company’s computation of EBIT may not be comparable to other similarly titled measures computed by other companies, because not all companies calculate EBIT in the same fashion.

		2005		2004		2003
		Successor		Successor		Combined
Revenues from external customers
	Fresh fruit	$	3,717,020	$	3,535,666	$	3,134,144
	Fresh vegetables		1,083,227		887,409		850,584
	Packaged foods		854,230		691,780		587,226
	Fresh-cut flowers		171,259		169,845		168,086
	Other operating segments		44,875		31,502		33,101
		$	5,870,611	$	5,316,202	$	4,773,141

		2005			2004			2003
		Successor			Successor			Combined
EBIT
	Fresh fruit	$	205,191		$	257,880		$	235,181
	Fresh vegetables		11,375			58,645			63,452
	Packaged foods		87,495			64,191			35,112
	Fresh-cut flowers		(5,094	)		1,853			792
	Other operating segments		619			306			354
	Total operating segments		299,586			382,875			334,891
	Corporate		(70,298	)		(70,262	)		(87,236	)
	Interest expense		142,716			152,704			144,138
Income from continuing operations before income taxes		$	86,572		$	159,909		$	103,517

2005 Compared with 2004

      Fresh Fruit: Fresh fruit revenues increased 5% to $3.7 billion in 2005 from $3.5 billion in 2004. The increase in fresh fruit revenues was primarily due to higher worldwide sales of bananas and pineapples and higher sales in the European ripening and distribution operations. Higher worldwide banana sales resulted from improved volumes in North America and Asia, and higher pricing in Europe and North America. Stronger pineapple sales reflected improved volumes sold in North America, Europe and Asia and higher local pricing in Asia. These benefits were partially offset by lower sales volume of citrus in Asia and lower sales of deciduous fruit in North America and Asia.

      Fresh fruit EBIT decreased 20% to $205.2 million in 2005 from $257.9 million in 2004. EBIT decreased primarily as a result of higher product costs that impacted bananas and fresh pineapple operations worldwide, and deciduous fruit. EBIT was also impacted by higher fuel costs which increased shipping and distribution costs worldwide and by higher selling, marketing and general and administrative costs. These factors were partially offset by improved banana pricing in Europe and the absence of an $8.8 million restructuring charge in Ecuador recorded during 2004. If foreign currency exchanges rates in the Company’s significant fresh fruit foreign operations during 2005 had remained unchanged from those experienced in 2004, the Company estimates that fresh fruit EBIT would have been higher by approximately $7 million. Fresh fruit EBIT in 2005

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included realized foreign currency exchange losses of $6 million and $9 million of unrealized foreign currency exchange gains related to the British pound sterling denominated vessel capital lease obligation.

      Fresh Vegetables: Fresh vegetables revenues for 2005 increased 22% to $1.1 billion from $887.4 million in 2004. The increase was primarily due to the October 2004 acquisition of Dole Berry Company as well as higher sales volumes in commodity vegetables and packaged salads. Dole Berry Company generated revenues of approximately $131 million in 2005. These benefits were partially offset by lower pricing of commodity vegetables mainly for mixed vegetables, celery, broccoli and lettuce.

      Fresh vegetables EBIT for 2005 decreased to $11.4 million from $58.6 million in 2004. The decrease in EBIT was primarily related to lower commodity vegetable earnings and lower packaged salad earnings. Commodity vegetable earnings were lower as a result of higher growing costs, higher fuel costs, and higher harvest and packing costs. EBIT was also affected by lower packaged salads earnings as a result of higher product, labor, manufacturing and freight costs. Dole Berry Company’s EBIT was a loss of $2.7 million during 2005.

      Packaged Foods: Packaged foods revenues for 2005 increased 23% to $854.2 million from $691.8 million in 2004. The increase in revenues was a result of higher North American sales of FRUIT BOWLS, canned solid pineapple and juice, and fruit in plastic jars due in part to higher pricing. Revenues grew in Asia due to higher sales of concentrate and tropical fruit mix. Revenues also benefited from the June 2004 acquisition of Dole Packaged Frozen Foods, which increased sales by $76 million compared to prior year.

      Packaged foods EBIT in 2005 increased 36% to $87.5 million from $64.2 million in 2004. The increase in EBIT was primarily due to a more favorable product mix and higher revenues in North America, partially offset by higher shipping and distribution costs and higher selling, general and administrative expenses.

      Fresh-cut Flowers: Fresh-cut flowers revenues in 2005 increased to $171.3 million from $169.8 million in 2004. The increase was primarily due to increased sales to the retail market partially offset by decreased sales volumes to the wholesale market. Management is continuing to focus on shifting volume into the retail market since average pricing in the retail market is significantly higher than in the wholesale market.

      EBIT in the fresh-cut flowers segment in 2005 decreased to a loss of $5.1 million from earnings of $1.9 million in 2004. EBIT decreased primarily as a result of higher product costs due to the weakening of the U.S. dollar against the Colombian peso. If the Colombian peso exchange rate during 2005 had remained unchanged from that experienced in 2004, the Company estimates that its fresh-cut flowers EBIT would have been higher by approximately $9 million. EBIT was also impacted by additional third party flower purchases and higher shipping costs, partially offset by lower general and administrative expenses. In addition, 2005 EBIT included approximately $5 million of foreign currency exchange hedging incentives offered by the Colombian government. The Colombian government offered these incentives to banana and flower growers in the exporting sector.

      Corporate: Corporate EBIT includes general and administrative costs not allocated to the operating segments. Corporate EBIT in both 2005 and 2004 was a loss of $70.3 million. Corporate EBIT for 2005 included $43.8 million of expenses incurred in connection with the early retirement of debt and related refinancing and $27.1 million of unrealized foreign currency exchange gains associated with the Japanese yen denominated term loan. EBIT did not change significantly in 2005 compared to 2004, as lower general and administrative costs were offset by the $43.8 million refinancing charge and $27.1 million of unrealized foreign currency exchange gains.

2004 Compared with 2003

      Fresh Fruit: Fresh fruit revenues increased 13% to $3.5 billion in 2004 from $3.1 billion in 2003. The increase in fresh fruit revenues was primarily due to favorable currency exchange rates, higher worldwide sales of bananas, pineapples, and deciduous fruit, expanded operations in the Europe ripening and distribution businesses, higher commercial cargo activity and revenues from pistachios, which are harvested every other year. A weaker U.S. dollar versus the euro, the Swedish krona and the Japanese yen benefited revenues by $90 million, $44 million and $43 million, respectively. In addition to the benefit of foreign currency exchange

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rates, higher worldwide banana revenues reflected higher European and Asian sales due mainly to higher local pricing, partially offset by lower North American sales due to lower volumes and pricing. Higher pineapple revenues were driven by higher sales in North America and Asia. Higher North American sales resulted from higher volumes of DOLE TROPICAL GOLD pineapple and lower pineapple pricing, while higher pineapple sales in Asia reflected both higher volumes and higher local pricing. These increases were partially offset by lower European pineapple revenues, primarily due to lower pricing. Deciduous revenues increased as a result of higher volumes in Latin America, Europe, the Middle East and Japan.

      Fresh fruit EBIT increased 10% to $257.9 million in 2004 from $235.2 million in 2003. EBIT increased primarily due to higher sales and the absence of privatization-related purchase accounting charges of $17.6 million incurred in 2003. These increases were partially offset by a restructuring charge in Ecuador of $8.8 million, as well as higher product costs, higher fuel prices, and higher selling, general and administrative costs. Higher product costs were primarily attributable to the impact of the weaker U.S. dollar against many currencies in which the Company sources its production and the impact of significantly higher commodity costs. In addition, 2004 EBIT included realized foreign currency exchange gains of $3 million, hedge losses of $12 million and $6.9 million of unrealized foreign currency exchange losses related to the British pound sterling denominated vessel capital lease obligation.

      Fresh Vegetables: Fresh vegetables revenues for 2004 increased 4% to $887.4 million from $850.6 million in 2003. The increase in revenues was driven by higher packaged salads sales, partially offset by lower commodity vegetable sales. Higher packaged salad sales resulted from higher volumes, partially offset by lower pricing due to increased competition. The decrease in commodity vegetable sales was driven by lower pricing of iceberg lettuce and cauliflower, partially offset by higher pricing of celery. Lower iceberg lettuce pricing reflected a return to normal pricing levels following an industry-wide lettuce shortage during 2003. The acquisition of Dole Berry Company in October 2004 did not have a significant impact to 2004 sales.

      Fresh vegetables EBIT for 2004 decreased 8% to $58.6 million from $63.5 million in 2003. The decrease in EBIT for 2004 was attributable to lower commodity vegetable earnings, partially offset by higher packaged salads earnings. Lower commodity vegetable earnings resulted from lower sales, higher transportation costs, lower Asia commodity earnings and a loss from Dole Berry Company. These factors were partially offset by lower iceberg lettuce growing costs and the absence of privatization-related purchase accounting charges of $1.4 million. Packaged salads earnings grew primarily due to higher sales. These factors were partially offset by higher product costs, due in part to a change in product mix, higher selling and marketing costs, and higher distribution costs due to higher freight rates.

      Packaged Foods: Packaged foods revenues for 2004 increased 18% to $691.8 million from $587.2 million in 2003. The increase in revenues was primarily due to the June 2004 acquisition of Dole Packaged Frozen Foods, which generated revenues of $78.4 million. In addition, revenues grew as a result of higher volumes of fruit in plastic jars and FRUIT BOWLS in North America, higher volumes of FRUIT BOWLS and higher volumes and pricing of concentrate in Europe, and higher sales of canned product in Asia. These increases were partially offset by the sale of Fabrica in 2003 and higher trade spending in North America. Fabrica contributed revenues of $17.6 million during 2003.

      Packaged Foods EBIT in 2004 increased 83% to $64.2 million from $35.1 million in 2003. The increase in EBIT was primarily due to the absence of $36.1 million of privatization-related purchase accounting charges incurred in 2003. EBIT in 2004 was impacted by lower overall margins and higher selling and marketing expenses in Europe and Asia. Lower margins were attributable to unfavorable currency exchange rates on product costs, as well as higher fruit costs and higher shipping and distribution expenses. EBIT in 2004 was also impacted by the absence of Fabrica earnings, which were $1.3 million in 2003.

      In 2004, Dole Packaged Frozen Foods EBIT reported a loss of $0.1 million. The loss included a non-cash charge of $4.2 million related to purchase accounting adjustments to inventory associated with the purchase price allocation.

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      Fresh-cut Flowers: Fresh-cut flowers revenues in 2004 increased to $169.8 million from $168.1 million in 2003. The increase in revenues was primarily due to higher overall pricing as a result of a favorable volume shift from the wholesale to the retail market.

      EBIT in the fresh-cut flowers segment in 2004 improved to $1.9 million from $0.8 million in 2003. EBIT increased primarily due to the absence of $5.2 million of privatization-related purchase accounting charges incurred in 2003. EBIT also benefited from higher sales, income of $2.3 million related to Andean Trade Preference Act duty refunds and lower product purchases from third parties. These benefits were partially offset by higher product costs due to unfavorable currency exchange rates, higher labor and material costs, and higher shipping and distribution costs. If the Colombian peso exchange rate during 2004 had remained unchanged from that experienced in 2003, the Company estimates that its fresh-cut flowers EBIT would have been higher by approximately $6.3 million.

      Corporate: Corporate EBIT includes general and administrative costs not allocated to the operating segments. Corporate EBIT in 2004 was a loss of $70.3 million compared to a loss of $87.2 million in 2003. The improvement in 2004 EBIT resulted from lower write-offs of debt issuance costs due to lower accelerated debt repayments and the absence of a $6.9 million legal settlement incurred in 2003. The Company wrote off debt issuance costs of $2.7 million in 2004 as compared to $12.6 million in 2003.

Liquidity and Capital Resources

CASH REQUIREMENTS:

      The following tables summarize the Company’s contractual obligations and commitments at December 31, 2005:

		Payments Due by Period
				Less Than						After
		Total		1 Year		1-2 Years		3-4 Years		4 Years
		(In thousands)
Contractual obligations
	Fixed rate debt	$	1,110,755	$	2,162	$	1,875	$	751,842	$	354,876
	Variable rate debt		835,531		20,403		72,384		370,456		372,288
	Capital lease obligations		80,971		3,849		6,905		6,445		63,772
	Non-cancelable operating lease commitments		356,789		93,938		121,633		55,949		85,269
	Cancelable operating lease commitments		104,103		9,651		18,333		18,015		58,104
	Purchase obligations		2,164,989		594,947		751,450		443,008		375,584
	Minimum required pension funding		108,483		6,184		25,146		20,674		56,479
	Postretirement benefit payments		54,419		5,639		11,528		11,330		25,922
	Interest payments on fixed and variable rate debt		663,194		132,528		261,283		180,280		89,103
Total contractual cash obligations		$	5,479,234	$	869,301	$	1,270,537	$	1,857,999	$	1,481,397

      Long-Term Debt: Details of amounts included in long-term debt can be found in Note 10 of the Consolidated Financial Statements. The table assumes that long-term debt is held to maturity.

      The variable rate maturities include amounts that were payable under the Company’s recently repaid senior secured credit facilities.

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      Capital Lease Obligations: The Company’s capital lease obligations include $78.6 million related to two vessel leases. The obligations under these leases, which continue through 2024, are denominated in British pound sterling. The lease payment commitments are presented in U.S. dollars at the exchange rate in effect on December 31, 2005 and therefore will change as foreign currency exchange rates fluctuate.

      Operating Lease Commitments: The Company has obligations under non-cancelable and cancelable operating leases, primarily for land, as well as for certain equipment and office facilities. The leased assets are used in the Company’s operations where leasing offers advantages of operating flexibility and is less expensive than alternate types of funding. A significant portion of the Company’s operating lease payments are fixed. Lease payments are charged to operations, primarily through cost of products sold. Total rental expense, including rent related to cancelable and non-cancelable leases, was $130 million, $101.4 million and $98.4 million (net of sublease income of $15.9 million, $15.1 million and $15.1 million) for 2005, 2004 and 2003, respectively.

      Included in operating lease commitments is a residual value guarantee obligation under an aircraft lease agreement. The Company’s maximum potential undiscounted future payment under this residual value guarantee amounts to approximately $8.2 million. This payment would occur if the fair value of the aircraft is less than $20 million at the termination of the lease in 2010. The Company does not currently anticipate any future payments related to this residual value guarantee.

      Purchase Obligations: In order to secure sufficient product to meet demand and to supplement the Company’s own production, the Company enters into non-cancelable agreements with independent growers, primarily in Latin America, to purchase substantially all of their production subject to market demand and product quality. Prices under these agreements are generally fixed and contract terms range from one to ten years. Total purchases under these agreements were $433.4 million, $340.1 million and $298.6 million for 2005, 2004 and 2003, respectively.

      In order to ensure a steady supply of packing supplies and to maximize volume incentive rebates, the Company enters into contracts with certain suppliers for the purchase of packing supplies, as defined in the respective agreements, over periods of up to five years. Purchases under these contracts for 2005, 2004 and 2003 were approximately $227.3 million, $181.8 million and $151.9 million, respectively.

      Interest payments on fixed and variable rate debt: Commitments for interest expense on debt, including capital lease obligations, were determined based on anticipated annual average debt balances, after factoring in mandatory debt repayments. Interest expense on variable-rate debt has been based on the prevailing interest rates at December 31, 2005.

      Other Obligations and Commitments: The Company has obligations with respect to its pension and other postretirement benefit (“OPRB”) plans (Note 11 to the Consolidated Financial Statements). During 2005, the Company contributed $12 million to its qualified U.S. pension plan, which included voluntary contributions above the minimum requirements for the plan. Under the Internal Revenue Service funding requirements, no contribution will be required for 2006. However, the Company may make contributions to its U.S. qualified plan in 2006 at its election. The Company also has non-qualified, unfunded pension and OPRB plans. The Company expects to make payments related to these unfunded pension and OPRB plans of $11.8 million in 2006.

      The Company has numerous collective bargaining agreements with various unions covering approximately 43% of the Company’s hourly full time and seasonal employees. Of the unionized employees, 43% are covered under a collective bargaining agreement that will expire within one year and the remaining 57% are covered under collective bargaining agreements expiring beyond the upcoming year. These agreements are subject to periodic negotiation and renewal. Failure to renew any of these collective bargaining agreements may result in a strike or work stoppage; however management does not expect that the outcome of these negotiations and renewals will have a material adverse impact to the Company’s financial condition or results of operations.

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SOURCES AND USES OF CASH:

		Successor			Successor			Combined
		2005			2004			2003
		(In thousands)
Cash flow provided by (used in):
	Operating activities	$	72,589		$	217,392		$	338,924
	Investing activities		(164,323	)		(281,584	)		(1,595,413	)
	Financing activities		69,937			107,571			636,823
	Foreign currency impact		(8,608	)		2,356			6,181
Increase (decrease) in cash		$	(30,405	)	$	45,735		$	(613,485	)

      Operating Activities: The primary drivers of the Company’s operating cash flows are operating earnings, adjusted for cash generated from or used in net working capital, interest paid and taxes paid or refunded. The Company defines net working capital as the sum of receivables, inventories, prepaid expenses and other current assets less accounts payable and accrued liabilities. Factors that impact the Company’s operating earnings that do not impact cash flows include depreciation and amortization, gains and losses on the sale of assets and purchase accounting expenses.

      Changes in working capital generally correspond to operating activity. For example, as sales increase, a larger investment in working capital is typically required. Management attempts to keep the Company’s investment in net working capital to a reasonable minimum by closely monitoring inventory levels and matching production to expected market demand, keeping tight control over collection of receivables and optimizing payment terms on its trade and other payables. Debt levels and interest rates impact interest payments, and tax payments are impacted by tax rates, the tax jurisdiction of earnings and the availability of tax operating losses.

      Cash flows generated by operating activities were $72.6 million in 2005 compared to $217.4 million in 2004. Cash flows decreased in 2005 due primarily to an increase in net working capital of $122.7 million, driven primarily by higher accounts receivable and a greater investment in inventory, partially offset by higher accounts payable. The increase in accounts receivable was driven mainly by higher sales. The increase in inventory was primarily attributable to higher anticipated sales of packaged foods products in 2006. Higher accounts payable was primarily the result of higher inventory related purchases and the timing of payments to suppliers. In 2004, net working capital increased $100.9 million principally due to higher accounts receivable, inventory, and lower accrued liabilities, partially offset by higher accounts payable. The increase in accounts receivables was driven mainly by higher sales. The increase in inventory was attributable to investments in Dole Packaged Frozen Foods and Dole Berry Company inventories, as well as higher overall balances to support higher sales. Lower accrued liabilities were primarily due to the timing of payments to growers. Higher accounts payable was primarily the result of higher inventory related purchases and the timing of payments to suppliers, partially offset by payments made on Dole Packaged Frozen Foods and Dole Berry Company payables, which were overdue when these companies were acquired in 2004.

      Investing Activities: Cash flows used in investing activities decreased to $164.3 million in 2005 from $281.6 million in the prior year. The decrease in cash outflow during 2005 was primarily due to less cash used for acquisitions. In 2005, the Company acquired the 40% minority interest in Saba for $47.1 million compared to the acquisitions in 2004, primarily related to Dole Packaged Frozen Foods and Dole Berry Company, for $189.7 million. This decrease was partially offset by higher capital expenditures of $29.8 million in 2005.

      The purchase of Saba, 2005 capital expenditures and payments for acquisitions were funded by operating cash flows and through additional borrowings. The Company expects that 2006 capital expenditures will be approximately $104.2 million.

      Financing Activities: Cash flows from financing activities decreased to $69.9 million in 2005 from $107.6 million in 2004. The decrease in cash of $37.7 million was primarily due to higher dividend payments of $77.3 million in 2005 (a partial return of the $100 million capital contribution made to the Company by its

33

immediate parent, Dole Holding Company, LLC during 2004) versus $20 million in 2004 and the absence of a $100 million capital contribution from Dole Holding Company, LLC in 2004. These decreases to cash flow were partially offset by higher net borrowings incurred in 2005 of $150 million versus 2004 net borrowings of $33.2 million, to fund current year operations.

      The majority of the cash from financing activities in 2004 resulted from additional term loan borrowings of $175 million to fund the acquisition of Dole Packaged Frozen Foods. The Company repaid approximately $141.8 million of pre-existing short and long-term borrowings. In addition, cash dividends of $20 million were paid to Dole Holding Company, LLC and dividends of $5.6 million were paid to minority shareholders (primarily the Saba minority shareholders). Financing activities in 2004 also included a $100 million contribution from Dole Holding Company, LLC. These funds were raised by Dole Holding Company, LLC as part of a $150 million borrowing under a Second Lien Senior Credit Agreement that now has been repaid as part of the refinancing in April 2006.

      At December 31, 2005, the Company had outstanding long-term borrowings of $2.03 billion, consisting of $1.1 billion of unsecured senior notes and debentures due 2009 through 2013 and $921 million of secured debt (consisting of revolving credit and term loan facilities and capital lease obligations). As a result of the April 2006 refinancing, principal payments on secured borrowings due in 2006 were reduced from $25 million to $13 million.

      During April 2005, the Company executed an amendment and restatement of its senior secured credit facility agreement (the “Amended and Restated Credit Agreement”). In conjunction with the execution of the Amended and Restated Credit Agreement, the Company completed a tender offer to purchase for cash $325 million aggregate principal amount of the Company’s outstanding debt securities. The Company repurchased $50 million of its $400 million 8.625% unsecured Senior Notes due 2009 and $275 million of its $475 million 8.875% unsecured Senior Notes due 2011.

      Under the Amended and Restated Credit Agreement, which has now been repaid in full, the Company obtained financing through term loan borrowings (“Term Loan A” and “Term Loan B”), $350 million relating to Term Loan A (denominated in Japanese yen), $400 million relating to Term Loan B and $300 million of revolving credit facilities. Borrowings under Term Loan A and Term Loan B were repayable in quarterly tranches through 2010 and 2012, respectively. As of December 31, 2005, the term loan facilities consisted of $306.1 million of Term Loan A and $392 million of Term Loan B.

      In May 2005, the Company entered into an interest rate swap agreement in order to hedge future changes in interest rates. This agreement effectively converted borrowings under Term Loan A, which is variable-rate debt, to a fixed-rate basis through the term of the loan.

      In June 2005, the Company executed a technical amendment to its Amended and Restated Credit Agreement, which changed the scheduled amortization payment dates of the term loans from the last business day of the Company’s fiscal quarters to the last business day of the calendar quarters.

      In December 2005, the Company executed a second amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement. The Second Amendment permitted the Company to reinvest the proceeds from the sale of any of its principal properties (defined as each of the Company’s U.S. manufacturing plants and processing facilities that have a net book value exceeding 1% of the Company’s net tangible assets) in a new principal property and also allows DHM Holding Company, Inc., to borrow under project financing facilities the proceeds of which would be used for the construction, start up and operational deficits of a hotel, spa and wellbeing center, subject to certain restrictions. In addition, the Second Amendment amended both the minimum consolidated interest coverage ratio and the maximum leverage ratio for certain time periods.

      As of December 31, 2005, there were $137 million of outstanding borrowings under the Company’s revolving credit facilities. Funds available under the revolving credit facilities could be used for borrowings to finance short-term working capital needs of the Company or for the issuance of letters of credit and bank guarantees. The Company had the ability to issue up to $232.5 million of letters of credit and bank guarantees under these facilities, which to the extent utilized, reduced available borrowings under these facilities. At

34

December 31, 2005, after taking into account approximately $94.4 million of outstanding letters of credit and bank guarantees drawn against these facilities, the Company had approximately $68.6 million available under these revolvers.

      During January 2006, the Company increased its revolving credit facilities from $300 million to $360 million.

      In addition to amounts available under the revolving credit facilities, the Company’s subsidiaries have uncommitted lines of credit of approximately $85 million at various local banks, of which $79.3 million was available at December 31, 2005. These lines of credit lines are used primarily for short-term borrowings, foreign currency exchange settlement and the issuance of letters of credit or bank guarantees. Several of the Company’s uncommitted lines of credit expire in 2006 while others do not have a commitment expiration date. These arrangements may be cancelled at any time by the Company or the banks.

      On April 12, 2006, the Company completed an amendment and restatement of its senior secured credit facilities. The Company obtained $975 million of term loan facilities and $100 million in a pre-funded letter of credit facility. The proceeds of the term loans were used to repay the outstanding term loans under the Company’s existing senior secured credit facilities. In addition, the Company paid a dividend of approximately $160 million to its immediate parent, Dole Holding Company, LLC, which proceeds were used to repay in full its Second Lien Senior Credit Facility. The terms and covenants under the new senior secured credit facilities are similar to those under the Company’s existing senior secured credit facilities except that the new facilities do not contain financial maintenance or maximum capital expenditure covenants.

      Additionally, the Company entered into a new asset based revolving credit facility of $350 million. The facility will be secured and will be subject to a borrowing base consisting of up to 85% of eligible accounts receivable plus a predetermined percentage of eligible inventory.

      The purposes of the refinancing include increasing the combined size of the Company’s revolving credit and letter of credit facilities and eliminating certain financial maintenance covenants, realizing currency gains arising out of the Company’s existing senior secured credit facilities, and refinancing of the higher-cost bank indebtedness of Dole Holding Company, LLC, at the lower-cost Dole Food Company, Inc. level. In connection with the refinancing, the Company obtained a waiver, with respect to the first quarter ended March 25, 2006, for certain covenants contained in the prior senior secured credit facilities.

      Refer to Note 10 of the Consolidated Financial Statements for additional details of the Company’s outstanding debt.

      The Company believes that available borrowings under the revolving credit facility and subsidiaries’ uncommitted lines of credit, together with its existing cash balance of $48.8 million at December 31, 2005, future cash flow from operations and access to capital markets will enable it to meet its working capital, capital expenditure, debt maturity and other commitments and funding requirements. Factors impacting the Company’s cash flow from operations include such items as commodity prices, interest rates and foreign currency exchange rates, among other things. These factors are set forth under “Risk Factors” in Item 1A. of this Form 10-K and under “Quantitative and Qualitative Disclosures About Market Risk “in Item 7A. and elsewhere in this Form 10-K.

GUARANTEES, CONTINGENCIES AND DEBT COVENANTS:

      The Company is a guarantor of indebtedness of some of its key fruit suppliers and other entities integral to the Company’s operations. At December 31, 2005, guarantees of $2.6 million consisted primarily of amounts advanced under third party bank agreements to independent growers that supply the Company with product. The Company has not historically experienced any significant losses associated with these guarantees.

      As part of its normal business activities, the Company and its subsidiaries also provide guarantees to various regulatory authorities, primarily in Europe, in order to comply with foreign regulations when operating businesses overseas. These guarantees relate to customs duties and the now-eliminated banana import license fees that were granted to the European Union member states’ agricultural authority. These guarantees are

35

obtained from commercial banks in the form of letters of credit or bank guarantees. In addition, the Company issues letters of credit and bonds through major banking institutions and insurance companies as required by certain vendor and other operating agreements. As of December 31, 2005, total letters of credit and bonds outstanding were $121.8 million.

      The Company also provides various guarantees, mostly to foreign banks, in the course of its normal business operations to support the borrowings, leases and other obligations of its subsidiaries. The Company guaranteed $127.7 million of its subsidiaries’ obligations to their suppliers and other third parties as of December 31, 2005.

      The Company has change of control agreements with certain key executives, under which severance payments and benefits would become payable in the event of specified terminations of employment following a change of control (as defined) of the Company. The going-private merger transaction did not trigger the change of control provisions as outlined in these agreements. Refer to Item 11 of this Form 10-K, under the heading “Employment, Severance and Change of Control Arrangements” for additional information concerning the change of control agreements.

      As disclosed in Note 16 to the Consolidated Financial Statements, the Company is subject to legal actions, most notably related to the Company’s prior use of the agricultural chemical dibromochloropropane, or “DBCP”. Although no assurance can be given concerning the outcome of these cases, in the opinion of management, after consultation with legal counsel and based on past experience defending and settling DBCP claims, the pending lawsuits are not expected to have a material adverse effect on the Company’s business, financial condition or results of operations.

      Provisions under the senior secured credit facilities and the indentures to the senior notes and debentures require the Company to comply with certain covenants. These covenants include limitations on, among other things, indebtedness, investments, loans to subsidiaries, employees and third parties, the issuance of guarantees and the payment of dividends. The Company could borrow approximately an additional $75 million at December 31, 2005 and remain within its covenants, under the conditions then existing. At December 31, 2005, the Company was in compliance with all applicable covenants contained in the indentures and prior senior secured credit facilities.

Critical Accounting Policies and Estimates

      The preparation of the Consolidated Financial Statements requires management to make estimates and assumptions that affect reported amounts. These estimates and assumptions are evaluated on an ongoing basis and are based on historical experience and on other factors that management believes are reasonable. Estimates and assumptions include, but are not limited to, the areas of customer and grower receivables, inventories, impairment of assets, useful lives of property, plant and equipment, intangible assets, marketing programs, income taxes, self-insurance reserves, retirement benefits, financial instruments and commitments and contingencies.

      The Company believes that the following represent the areas where more critical estimates and assumptions are used in the preparation of the Consolidated Financial Statements. Refer to Note 2 of the Consolidated Financial Statements for a summary of the Company’s significant accounting policies.

      Application of Purchase Accounting: The Company makes strategic acquisitions of entities to enhance its product portfolio and to leverage the DOLE brand. These acquisitions require the application of purchase accounting in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. This results in tangible and identifiable intangible assets and liabilities of the acquired entity being recorded at fair value. The difference between the purchase price and the fair value of net assets acquired is recorded as goodwill. In addition to acquisitions, the consummation of the going-private merger transaction in 2003 also resulted in the application of purchase accounting to the Company’s consolidated balance sheet as of the transaction date.

      In determining the fair values of assets and liabilities acquired in a business combination, the Company uses a variety of valuation methods including present value, depreciated replacement cost, market values

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(where available) and selling prices less costs to dispose. Valuations are performed by either independent valuation specialists or by Company management, where appropriate.

      Assumptions must often be made in determining fair values, particularly where observable market values do not exist. Assumptions may include discount rates, growth rates, cost of capital, royalty rates, tax rates and remaining useful lives. These assumptions can have a significant impact on the value of identifiable assets and accordingly can impact the value of goodwill recorded. Management believes that the assumptions used in the application of purchase accounting for the Company’s acquisitions and the privatization in 2003 are appropriate and consistent with observable market comparables. Different assumptions could have resulted in materially different values being attributed to assets and liabilities. Since these values impact the amount of annual depreciation and amortization expense, different assumptions could also significantly impact the Company’s statement of operations and could impact the results of future impairment reviews.

      Grower Advances: The Company makes advances to third party growers primarily in Latin America and Asia for various farming needs. Some of these advances are secured with property or other collateral owned by the growers. The Company monitors these receivables on a regular basis and records an allowance for these grower receivables based on estimates of the growers’ ability to repay advances and the fair value of the collateral. These estimates require significant judgment because of the inherent risks and uncertainties underlying the growers’ ability to repay these advances. These factors include weather-related phenomena, government-mandated fruit prices, market responses to industry volume pressures, grower competition, fluctuations in local interest rates, economic crises, security risks in developing countries, political instability, outbreak of plant disease, inconsistent or poor farming practices of growers and foreign currency fluctuations. The aggregate amounts of grower advances made during fiscal years 2005, 2004 and 2003 were approximately $148 million, $146.6 million and $133.3 million, respectively. Net grower advances receivable were $44.3 million and $39.2 million at December 31, 2005 and January 1, 2005, respectively.

      Long-Lived Assets: The Company’s long-lived assets consist of 1) property, plant and equipment and amortized intangibles and 2) goodwill and unamortized intangible assets.

      1) Property, Plant and Equipment and Amortized Intangibles: The Company depreciates property, plant and equipment and amortizes intangibles principally by the straight-line method over the estimated useful lives of these assets. Estimates of useful lives are based on the nature of the underlying assets as well as the Company’s experience with similar assets and intended use. Estimates of useful lives can differ from actual useful lives due to the inherent uncertainty in making these estimates. This is particularly true for the Company’s significant long-lived assets such as land improvements, buildings, farming machinery and equipment, vessels and customer relationships. Factors such as the conditions in which the assets are used, availability of capital to replace assets, frequency of maintenance, changes in farming techniques and changes to customer relationships can influence the useful lives of these assets. Refer to Notes 8 and 9 of the Consolidated Financial Statements for a summary of useful lives by major asset category and for further details on the Company’s intangible assets, respectively. The Company incurred depreciation expense of approximately $137.9 million, $133.3 million and $123.6 million in 2005, 2004 and 2003, respectively, and amortization expense of approximately $11.9 million, $11.6 million and $8 million in fiscal 2005, 2004 and 2003, respectively.

      The Company reviews property, plant and equipment and amortizable intangibles to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated total undiscounted future cash flows directly associated with the asset is compared to the asset’s carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to the discounted expected future cash flows expected to result from the use of the asset and its eventual disposition or comparable market values, depending on the nature of the asset. Changes in commodity pricing, weather-related phenomena and other market conditions are events that have historically caused the Company to assess the carrying amount of its long-lived assets.

      2) Goodwill and Unamortized Intangible Assets: The Company’s unamortized intangible assets consist primarily of trademark and trade names, which includes the DOLE brand with a carrying value of

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$694.5 million. In determining whether intangible assets have indefinite lives, the Company considers the expected use of the asset, legal or contractual provisions that may limit the life of the asset, length of time the intangible has been in existence, as well as competitive, industry and economic factors. The determination as to whether an intangible asset is indefinite-lived or amortizable could have a significant impact on the Company’s statement of operations in the form of amortization expense and potential future impairment charges.

      Goodwill and unamortized intangible assets are tested for impairment annually and whenever events or circumstances indicate that an impairment may have occurred. Indefinite-lived intangibles are tested for impairment by comparing the fair value of the asset to the carrying value. The fair value of the DOLE brand was determined using a discounted cash flow methodology, which is most sensitive to the royalty rate assumption of 3%; a 0.5 percentage point change to the royalty rate would have impacted the original valuation by approximately $110 million.

      Goodwill is tested for impairment by comparing the fair value of a reporting unit with its net book value including goodwill. The fair value of reporting units is determined using a discounted cash flow methodology, which requires making estimates and assumptions including pricing and volumes, industry growth rates, future business plans, profitability, tax rates and discount rates. If the fair value of the reporting unit exceeds its carrying amount, then goodwill of that reporting unit is not considered to be impaired. If the carrying amount of the reporting unit exceeds its fair value, then the implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination is determined. An impairment loss is recognized if the implied fair value of goodwill exceeds its carrying amount. Changes to assumptions and estimates can significantly impact the fair values determined for reporting units and the implied value of goodwill, and consequently can impact whether or not an impairment charge is recognized, and if recognized, the size thereof. Management believes that the assumptions used in the Company’s annual impairment review are appropriate.

      Income Taxes: Deferred income taxes are recognized for the income tax effect of temporary differences between financial statement carrying amounts and the income tax bases of assets and liabilities. The Company regularly reviews its deferred income tax assets to determine whether future taxable income will be sufficient to realize the benefits of these assets. A valuation allowance is provided for deferred income tax assets for which it is deemed more likely than not that future taxable income will not be sufficient to realize the related income tax benefits from these assets. The amount of the net deferred income tax asset that is considered realizable could, however, be adjusted if estimates of future taxable income are adjusted.

      The Company believes its tax positions comply with the applicable tax laws and that it is adequately provided for all tax related matters. The Company is subject to examination by taxing authorities in the various jurisdictions in which it files tax returns. Specifically, the Company is routinely under examination by the Internal Revenue Service. The current examination includes the years 1995 through 2001. Matters raised upon audit may involve substantial amounts and could result in material cash payments if resolved unfavorably; however, management does not believe that any material payments will be made related to these matters within the next year. Management considers it unlikely that the resolution of these matters will have a material adverse effect on its results of operations.

      Pension and Other Postretirement Benefits: The Company has qualified and non-qualified defined benefit pension plans covering some of its full-time employees. Benefits under these plans are generally based on each employee’s eligible compensation and years of service, except for hourly plans, which are based on negotiated benefits. In addition to pension plans, the Company has OPRB plans that provide health care and life insurance benefits for eligible retired employees. Covered employees may become eligible for such benefits if they fulfill established requirements upon reaching retirement age. Pension and OPRB costs and obligations are calculated based on actuarial assumptions including discount rates, health care cost trend rates, compensation increases, expected return on plan assets, mortality rates and other factors.

      Pension obligations and expenses are most sensitive to the expected return on pension plan assets and discount rate assumptions. OPRB obligations and expenses are most sensitive to discount rate assumptions and health care cost trend rates. The Company determines the expected return on pension plan assets based on

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an expectation of average annual returns over an extended period of years. This expectation is based, in part, on the actual returns achieved by the Company’s pension plans over the prior ten-year period. The Company also considers the weighted-average historical rates of return on securities with similar characteristics to those in which the Company’s pension assets are invested. In the absence of a change in the Company’s asset allocation or investment philosophy, this estimate is not expected to vary significantly from year to year. The Company’s 2005 and 2004 pension expense was determined using an expected rate of return on U.S. plan assets of 8.50% and 8.75%, respectively. The Company’s 2006 pension expense will be determined using an expected rate of return on U.S. plan assets of 8.25%. At December 31, 2005, the Company’s U.S. pension plan investment portfolio was invested approximately 58% in equity securities, 39% in fixed income securities and 3% in alternative investments. A 25 basis point change in the expected rate of return on pension plan assets would impact annual pension expense by $0.6 million.

      The Company’s U.S. pension plan’s discount rate of 5.75% in both 2005 and 2004 was determined based on a hypothetical portfolio of high-quality, non-callable, zero-coupon bond indices with maturities that approximate the duration of the liabilities in the Company’s pension plans. A 25 basis point decrease in the assumed discount rate would increase the projected benefit obligation by $7 million and increase the annual expense by $0.2 million.

      The Company’s foreign pension plans’ weighted average discount rate was 9.08% and 8.70% for 2005 and 2004, respectively. A 25 basis point decrease in the assumed discount rate of the foreign plans would increase the projected benefit obligation by $2.1 million and increase the annual expense by $0.4 million.

      While management believes that the assumptions used are appropriate, actual results may differ materially from these assumptions. These differences may impact the amount of pension and other postretirement obligations and future expense. Refer to Note 11 of the Consolidated Financial Statements for additional details of the Company’s pension and other postretirement benefits.

      Litigation: The Company is involved from time to time in claims and legal actions incidental to its operations, both as plaintiff and defendant. The Company has established what management currently believes to be adequate reserves for pending legal matters. These reserves are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as changes in the pending case load (including resolved and new matters), opinions of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery, and past experience in defending and settling similar claims. Changes in accruals, both up and down, are part of the ordinary, recurring course of business, in which management, after consultation with legal counsel, is required to make estimates of various amounts for business and strategic planning purposes, as well as for accounting and SEC reporting purposes. These changes are reflected in the reported earnings of the Company each quarter. The litigation accruals at any time reflect updated assessments of the then existing pool of claims and legal actions. Actual litigation settlements could differ materially from these accruals.

Other Matters

      European Union Banana Import Regime: On January 1, 2006, the European Union (“EU”) implemented a new “tariff only” import regime for bananas. The 2001 EC/US Understanding on Bananas required the EU to implement a tariff only banana import system on or before January 1, 2006, and the EU’s banana regime change was therefore expected by that date.

      Banana imports from Latin America are now subject to import license requirements only and a tariff of 176 euro per metric ton for entry into the EU market. Under the EU’s previous banana regime, banana imports from Latin America were subject to a tariff of 75 euro per metric ton and were also subject to both import license requirements and volume quotas. License requirements and volume quotas had the effect of limiting access to the EU banana market.

      Although all Latin bananas are now subject to a tariff of 176 euro per metric ton, up to 775,000 metric tons of bananas from African, Caribbean, and Pacific (“ACP”) countries may be imported to the EU duty-

39

free. This preferential treatment of a zero tariff on up to 775,000 tons of ACP banana imports, as well as the 176 euro per metric ton tariff applied to Latin banana imports, is currently being challenged by Panama, Honduras and Nicaragua at the World Trade Organization (“WTO”). The current tariff applied to Latin banana imports may be lowered and the ACP preference of a zero tariff may be affected depending on the outcome of these WTO proceedings, but the WTO proceedings are only in their initial stage and may take several years to conclude. The Company encourages efforts to lower the tariff through negotiations with the EU and is working actively to help achieve this result.

      Medicare Modernization Act: The Medicare Prescription Drug, Improvements and Modernization Act of 2003 (the “Act”) was signed into law in December 2003. The Act introduced a prescription drug benefit under Medicare (“Medicare Part D”), as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to Medicare Part D. In May 2004, the FASB issued Staff Position No. 106-2 (“FSP 106-2”), Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. FSP 106-2 became effective for interim or annual periods beginning after June 15, 2004. The Company determined that the benefits provided by certain of its postretirement health care plans are actuarially equivalent to Medicare Part D and thus qualify for the subsidy under the Act. The expected subsidy was recognized in the 2004 year-end measurement of obligations and reduced the accumulated postretirement benefit obligation (“APBO”) by $8.1 million. This amount was based on the estimated impact of the Act, pending further guidance. The estimate was remeasured in 2005 based on final regulations and other information and accordingly, the Company recorded an increase in the APBO of $2.5 million, for a net $5.6 million decrease in the APBO as a result of the Act. The increase in the APBO of $2.5 million was recognized as an actuarial loss in 2005. The net periodic benefit cost for 2005 was reduced by approximately $0.5 million due to the expected subsidy.

      Impact of Hurricane Katrina: During the third quarter of 2005, the Company’s operations in the Gulf Coast area of the United States were impacted by Hurricane Katrina. The Company’s fresh fruit division utilizes the Gulfport, Mississippi port facility to receive and store product from its Latin American operations. The Gulfport facility, which is leased from the Mississippi Port Authority, incurred significant damage from Hurricane Katrina. As a result of the damage sustained at the Gulfport terminal, the Company diverted shipments to other Dole port facilities including Freeport, Texas; Port Everglades, Florida; and Wilmington, Delaware. The Company resumed discharging shipments of fruit and other cargo in Gulfport at the beginning of the fourth quarter of 2005. However, the facility has not yet been fully rebuilt. The financial impact to the Company’s fresh fruit operations includes the loss of cargo and equipment, property damage and additional costs associated with re-routing product to other ports in the region. Equipment that was destroyed or damaged includes refrigerated and dry shipping containers, as well as chassis and generator-sets used for land transportation of the shipping containers.

      During 2005, the Company recorded a total charge related to Hurricane Katrina of $10.1 million. The charge included write-offs of owned assets with a net book value of $4.1 million, direct incremental expenses of $4.1 million and leased assets of $1.9 million representing amounts due to lessors. The Company maintains customary insurance for its property, including shipping containers, as well as for business interruption. In 2005, the Company collected $6 million from insurance carriers related to cargo and property damage and recorded a receivable of $3.4 million at December 31, 2005 for insurance recoveries. Of the $3.4 million receivable balance, the Company collected $3.1 million from insurance carriers subsequent to December 31, 2005. During March 2006, the Company received an additional $2 million. The Company is continuing to work with its insurers to evaluate the extent of the costs incurred as a result of the hurricane damage and to determine the extent of the insurance coverage for that damage.

      Honduran Tax Case: In 2005, the Company received a tax assessment from Honduras of approximately $137 million relating to the disposition of all of the Company’s interest in Cervecería Hondureña, S.A in 2001. The Company believes the assessment is without merit and filed an appeal with the Honduran tax authorities, which was denied. As a result of the denial in the administrative process, in order to negate the tax assessment, on August 5, 2005, the Company proceeded to the next stage of the appellate process by filing a lawsuit against the Honduran government, in the Honduran Administrative Tax Trial Court. The Honduran

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government is seeking dismissal of the lawsuit and attachment of assets, which the Company is challenging. No reserve has been provided for this assessment.

      Business Restructuring: In the first quarter of 2006, the commercial relationship substantially ended between Dole’s wholly owned subsidiary, Saba, and Saba’s largest customer. Saba is a leading importer and distributor of fruit, vegetables and flowers in Scandinavia. Saba’s financial results are included in Dole’s fresh fruit reporting segment. Other than the expected charges described below, the loss of this customer’s business is not expected to be material to Dole’s ongoing earnings. In connection with this recent event, Dole plans on restructuring certain lines of Saba’s business and expects to incur related charges, both in the first quarter of 2006 and in subsequent fiscal quarters. These charges are currently estimated at approximately $18 million in the aggregate. However, the timing and exact amount of the charges are yet to be determined, as well as Dole’s potential contractual claims against this customer.

      Capital Contribution: On March 3, 2006, DHM Holding Company, Inc. (“HoldCo”) executed a $150 million senior secured term loan agreement. In March 2006, HoldCo drew $50 million and contributed $28.4 million to Dole Holding Company, LLC, the Company’s parent, which contributed such funds to the Company. The Company intends to dividend this entire amount by the end of 2006 back to Dole Holding Company, LLC for further dividend to HoldCo.

Supplemental Financial Information

      The following financial information has been presented, as management believes that it is useful information to some readers of the Company’s Consolidated Financial Statements (in thousands):

	December 31,		January 1,
	2005		2005
	Successor		Successor
	(In thousands)
Balance Sheet Data:
Total working capital (current assets less current liabilities)	$	534,663	$	423,482
Total assets	$	4,409,727	$	4,321,630
Total debt	$	2,027,257	$	1,868,922
Total shareholders’ equity	$	616,543	$	677,873

	Year			Year			Three Quarters			Quarter			Year
	Ended			Ended			Ended			Ended			Ended
	December 31,			January 1,			January 3,			March 22,			January 3,
	2005			2005			2004			2003			2004
	Successor			Successor			Successor			Predecessor			Combined
	(In thousands)
Other Financial Data:
Net income	$	44,096		$	134,418		$	23,117		$	60,788		$	83,905
Income from discontinued operations, net		(2,044	)		—			—			—			—
Interest expense		142,716			152,704			124,491			19,647			144,138
Income tax expense		44,520			25,491			6,512			13,100			19,612
Depreciation and amortization		149,809			144,993			106,766			25,051			131,817
EBITDA	$	379,097		$	457,606		$	260,886		$	118,586		$	379,472
EBITDA margin		6.5	%		8.6	%		7.1	%		11.1	%		8.0	%
Capital expenditures	$	146,306		$	101,667		$	101,971		$	4,235		$	106,206

      “EBITDA” is defined as earnings before interest expense, income tax expense, and depreciation and amortization. EBITDA is calculated by adding interest expense, income tax expense and depreciation and amortization to net income. In 2005, EBITDA is calculated by adding income from discontinued operations, net of income tax expense, interest expense, income tax expense and depreciation and amortization to net

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income. EBITDA margin is defined as the ratio of EBITDA, as defined, relative to net revenues. EBITDA is reconciled to net income in the Consolidated Financial Statements in the tables above. EBITDA and EBITDA margin fluctuated primarily due to the same factors that impacted the changes in operating income and segment EBIT discussed earlier.

      The Company presents EBITDA and EBITDA margin because management believes, similar to EBIT, EBITDA is a useful performance measure for the Company. In addition, EBITDA is presented because management believes it is frequently used by securities analysts, investors and others in the evaluation of companies, and because certain covenants on the Company’s Senior Notes are tied to EBITDA. EBITDA and EBITDA margin should not be considered in isolation from or as a substitute for net income and other consolidated income statement data prepared in accordance with GAAP or as a measure of profitability. Additionally, the Company’s computation of EBITDA and EBITDA margin may not be comparable to other similarly titled measures computed by other companies, because not all companies calculate EBITDA and EBITDA margin in the same manner.

      The pushdown of purchase accounting to the Company and privatization related expenses had a significant impact on the Company’s results of operations for 2004 in comparison to the results for 2003. EBITDA, as presented, of $379.5 million was negatively impacted by purchase accounting related and non-recurring going-private merger and refinancing expenses of $80.3 million for the year ended January 3, 2004. These items also negatively impacted EBITDA margin by 1.7 percentage points. The impact of these items on EBITDA for the year ended January 3, 2004 was approximately $59.3 million related to the step-up of inventory, $19.6 million of non-recurring going-private merger transaction related expenses and a net $1.4 million of other purchase accounting related items.

      This Management’s Discussion and Analysis contains forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements, which are based on management’s assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by the use of terms such as “anticipate”, “will”, “expect”, “believe”, “should” or similar expressions. The potential risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied herein include weather-related phenomena; market responses to industry volume pressures; product and raw materials supplies and pricing; changes in interest and currency exchange rates; economic crises in developing countries; quotas, tariffs and other governmental actions and international conflict. Refer to “Disclosure Regarding Forward-Looking Statements” in Item 1 of this Form 10-K for additional information concerning these matters.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      As a result of its global operating and financing activities, the Company is exposed to market risks including changes in commodity pricing, fluctuations in interest rates and fluctuations in foreign currency exchange rates in both sourcing and selling locations. Commodity pricing exposures include the potential impacts of weather phenomena and their effect on industry volumes, prices, product quality and costs. The Company manages its exposure to commodity price risk primarily through its regular operating activities, however, significant commodity price fluctuations, particularly for bananas, pineapples and commodity vegetables, could have a material impact on the Company’s results of operations. The Company uses foreign currency exchange forward contracts and participating forward contracts to reduce its risk related to anticipated dollar equivalent foreign currency cash flows, specifically forecasted revenue transactions and forecasted operating expenses. In addition, the Company makes limited use of bunker fuel hedges to hedge its exposure to fluctuating fuel prices. The Company has not utilized derivatives for trading or other speculative purposes.

      Interest Rate Risk: As a result of its normal borrowing and leasing activities, the Company’s operating results are exposed to fluctuations in interest rates, which the Company manages primarily through its regular financing activities. The Company generally maintains limited investments in cash equivalents and has occasionally invested in marketable securities or debt instruments with original maturities greater than 90 days.

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      The Company has short-term and long-term debt with both fixed and variable interest rates. Short-term debt is primarily comprised of the current portion of long-term debt maturing twelve months from the balance sheet date. Short-term debt also includes unsecured notes payable to banks and bank lines of credit used to finance working capital requirements. Long-term debt represents publicly held unsecured notes and debentures, as well as amounts outstanding under the Company’s senior secured credit facilities and secured notes payable to banks.

      Generally, the Company’s short-term debt is at variable interest rates, while its long-term debt, with the exception of amounts outstanding under the Company’s senior secured credit facilities and vessel lease obligations, is at fixed interest rates.

      As of December 31, 2005, the Company had $1.111 billion of fixed-rate debt and $2.4 million of fixed-rate capital lease obligations with a combined weighted-average interest rate of 8.18% and a fair value of $1.12 billion. As of January 1, 2005, the Company had $1.431 billion of fixed-rate debt and $3.6 million of fixed rate capital lease obligations with a combined weighted-average interest rate of 8.34% and a fair value of $1.536 billion. The Company currently estimates that a 100 basis point increase in prevailing market interest rates would decrease the fair value of its fixed-rate debt by approximately $38.8 million.

      As of December 31, 2005, the Company had the following variable-rate arrangements: $835.5 million of variable-rate debt with a weighted-average interest rate of 4.42% and $78.6 million of variable-rate capital lease obligations with a weighted-average interest rate of 4%. As of January 1, 2005, the Company had the following variable-rate arrangements: $341.8 million of variable-rate debt with a weighted-average interest rate of 4.71% and $91.9 million of variable-rate capital lease obligations with a weighted-average interest rate of 4.93%. Interest expense under the majority of these arrangements is based on the London Interbank Offered Rate (“LIBOR”). The Company currently estimates that a 100 basis point increase in LIBOR would lower pretax income by $8.4 million.

      In April 2005, the Company replaced part of its existing long-term debt with Term Loan A, Term Loan B and a new revolving credit facility. Term Loan A was denominated in Japanese yen that bears interest at certain percentages over Japanese LIBOR. At December 31, 2005, $306.1 million was outstanding under Term Loan A. The Company was also exposed to interest rate risk for changes in the Japanese LIBOR rate. In May 2005, the Company entered into an interest rate swap agreement, which fixed the interest rate at 2.05%.

      On April 12, 2006, the Company completed an amendment and restatement of its senior secured credit facilities. The Company obtained $975 million of term loan facilities and $100 million in a pre-funded letter of credit facility. The proceeds of the term loans were used to repay the outstanding term loans under the Company’s existing senior secured credit facilities. In addition, the Company paid a dividend of approximately $160 million to its immediate parent, Dole Holding Company, LLC, which proceeds were used to repay its Second Lien term loan. The terms and covenants under the new senior secured credit facilities are similar to those under the Company’s existing senior secured credit facilities except that the new facilities do not contain financial maintenance or maximum capital expenditure covenants.

      Additionally, the Company entered into a new asset based revolving credit facility of $350 million. The facility will be secured and will be subject to a borrowing base consisting of up to 85% of eligible accounts receivable plus a predetermined percentage of eligible inventory.

      The purposes of the refinancing include refinancing of the higher-cost bank indebtedness of Dole Holding Company, LLC, at the lower-cost Dole Food Company, Inc. level, realizing currency gains arising out of the Company’s existing senior secured credit facilities, increasing the combined size of the Company’s revolving credit and letter of credit facilities and eliminating certain financial maintenance covenants. In connection with the refinancing, the Company obtained a waiver, with respect to the first quarter ended March 25, 2006, for certain covenants contained in the prior senior secured credit facilities.

      Foreign Currency Exchange Risk: The Company has production, processing, distribution and marketing operations worldwide in more than 90 countries. Its international sales are usually transacted in U.S. dollars and major European and Asian currencies. Some of the Company’s costs are incurred in currencies different

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from those received from the sale of products. Results of operations may be affected by fluctuations in currency exchange rates in both sourcing and selling locations.

      The Company has significant sales denominated in Japanese yen as well as European sales denominated primarily in euro and Swedish krona. Product and shipping costs associated with a portion of these sales are U.S. dollar-denominated. In 2005, the Company had approximately $640 million of annual sales denominated in Japanese yen, approximately $1.1 billion of annual sales denominated in euro, and approximately $440 million of annual sales denominated in Swedish krona. If U.S. dollar exchange rates versus the Japanese yen, euro and Swedish krona during 2005 had remained unchanged from 2004, the Company’s revenues and operating income would have been higher by approximately $16 million and $4 million, respectively. In addition, the Company currently estimates that a 10% strengthening of the U.S. dollar relative to the Japanese yen, euro and Swedish krona would lower operating income by approximately $49 million, excluding the impact of foreign currency exchange hedges.

      The Company sources the majority of its products in foreign locations and accordingly is exposed to changes in exchange rates between the U.S. dollar and currencies in these sourcing locations. The Company’s exposure to exchange rate fluctuations in these sourcing locations is partially mitigated by entering into U.S. dollar denominated contracts for third party purchased product and most other major supply agreements, including shipping contracts. However, the Company is still exposed to those costs that are denominated in local currencies. The most significant production currencies to which the Company has exchange rate risk are the Colombian peso, Chilean peso, Thai baht, Philippine peso and South African rand. If U.S. dollar exchange rates versus these currencies during 2005 had remained unchanged from 2004, the Company’s operating income would have been higher by approximately $12 million.

      The Company also has euro, Swedish krona and Japanese yen denominated intercompany notes. At December 31, 2005, the euro, Swedish krona and Japanese yen denominated intercompany notes, in entities whose functional currency is different than the currency of the respective intercompany note, amounted to $3.4 million, $3.8 million and $8.5 million, respectively. In 2005, changes in the exchange rate between the U.S. dollar and the euro, Swedish krona and Japanese yen resulted in gains on these notes of $1.9 million.

      In addition, the Company has British pound sterling denominated capital lease obligations; it formerly had a Japanese yen denominated term loan obligation. In April 2006, the Japanese yen denominated term loan was repaid in connection with the refinancing transaction. The British pound sterling denominated capital lease of $78.6 million is owed and the Japanese term loan of $306.1 million was owed by foreign subsidiaries whose functional currency is the U.S. dollar. Fluctuations in the British pound sterling and Japanese yen to U.S. dollar exchange rate resulted in gains and losses that are recognized through results of operations. In 2005, the Company recognized $9.4 million and $27.1 million in unrealized foreign currency exchange gains related to the British pound sterling and Japanese yen obligations, respectively. The Company currently estimates that the weakening of the value of the U.S. dollar against the British pound sterling by 10% as it relates to the capital lease obligation would lower pretax income by approximately $8 million.

      The ultimate impact of future changes to these and other foreign currency exchange rates on 2006 revenues, operating income, net income, equity and comprehensive income is not determinable at this time.

      Some of the Company’s divisions operate in functional currencies other than the U.S. dollar. The net assets of these divisions are exposed to foreign currency translation gains and losses, which are included as a component of accumulated other comprehensive loss in shareholders’ equity. Such translation resulted in unrealized losses of $31.3 million in 2005. The Company has historically not attempted to hedge this equity risk.

      Financial Instruments: The Company’s financial instruments are primarily comprised of short-term trade and grower receivables, trade payables, notes receivable and long and short-term notes payable, as well as long-term grower receivables, term loans and debentures. For short-term instruments, the historical carrying amount is a reasonable estimate of fair value. Fair values for long-term financial instruments not readily marketable are estimated based upon discounted future cash flows at prevailing market interest rates. Based on these assumptions, with the exception of the Company’s fixed rate long-term debt discussed under

44

Interest Rate Risk above, management believes the fair market values of the Company’s financial instruments are not materially different from their recorded amounts as of December 31, 2005 and January 1, 2005.

      The Company is exposed to foreign currency exchange rate fluctuations, bunker fuel price fluctuations and interest rate changes in the normal course of its business. As part of its risk management strategy, the Company uses derivative instruments to hedge certain foreign currency, bunker fuel and interest rate exposures. The Company’s objective is to offset gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them, thereby reducing volatility of earnings.

      The Company’s derivative instruments consist of Japanese yen, Colombian peso and Thai baht denominated foreign currency exchange forward contracts, Chilean peso foreign currency exchange participating forward contracts, bunker fuel hedges and an interest rate swap. The foreign currency exchange forward contracts, bunker fuel hedges and interest rate swap have all been designated as effective hedges of cash flows as defined by Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. The fair value of all instruments designated as effective hedges of December 31, 2005 has been included as a component of accumulated other comprehensive loss in shareholders’ equity.

      The outstanding notional amount of the Company’s Japanese yen, Colombian peso and Thai baht foreign currency exchange forwards and the Chilean peso participating forwards totaled $3.3 million, $29.1 million, $52 million and $8.8 million, respectively, at December 31, 2005. The fair value of all foreign currency exchange forwards and participating forwards at December 31, 2005 was $0.5 million. Settlements of these contracts will occur during 2006.

      The Company enters into bunker fuel hedges to reduce its risk related to price fluctuations on anticipated bunker fuel purchases. At December 31, 2005, bunker fuel hedges had an aggregate outstanding notional amount of $5 million. The fair value of the bunker fuel hedges at December 31, 2005 was $0.5 million. Settlement of the bunker fuel contracts occurred during the first quarter of 2006.

      In May 2005, the Company entered into an interest rate swap agreement in order to hedge future changes in interest rates. This agreement effectively converted borrowings under Term Loan A, which was variable-rate debt, to a fixed-rate basis through the term of the loan. The interest rate swap fixed the interest rate at 2.05% for Term Loan A. The paying and receiving rates under the interest rate swap were 0.55% and 0.07% as of December 31, 2005, with an outstanding notional amount of approximately 36 million Japanese yen. The critical terms of the interest rate swap were substantially the same as those of Term Loan A, including quarterly principal and interest settlements, and an expiration date of March 2010. The fair value of the swap at December 31, 2005 was $1.9 million.

      The counterparties to the foreign currency exchange forward contracts consist of a number of major international financial institutions. The Company has established counterparty guidelines and regularly monitors its positions and the financial strength of these institutions. While counterparties to hedging contracts expose the Company to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. The Company does not anticipate any such losses. The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

      Refer to Note 15 of the Consolidated Financial Statements for a summary of the Company’s derivative financial instruments.

      Commodity Risk: The Company uses a number of commodities in its operations including tinplate in its canned products, plastic resins in its fruit bowls, containerboard in its packaging containers and bunker fuel for its vessels. The Company is most exposed to market fluctuations in prices of containerboard and fuel. The Company currently estimates that a 10% increase in the price of containerboard would lower operating income by approximately $11 million and a 10% increase in the price of bunker fuel would lower operating income by approximately $7 million.

45

Item 8. Financial Statements and Supplementary Data

I. Index to Consolidated Financial Statements of Dole Food Company, Inc.

		Form 10-K
		Page
	Audited Financial Statements for the Three Years Ended December 31, 2005:
	Report of Independent Registered Public Accounting Firm		47
	Consolidated Statements of Income for the Year Ended December 31, 2005 (Successor), Year Ended January 1, 2005 (Successor), Three Quarters Ended January 3, 2004 (Successor) and Quarter Ended March 22, 2003 (Predecessor)		48
	Consolidated Balance Sheets as of December 31, 2005 (Successor) and January 1, 2005 (Successor)		49
	Consolidated Statements of Cash Flows for the Year Ended December 31, 2005 (Successor), Year Ended January 1, 2005 (Successor), Three Quarters Ended January 3, 2004 (Successor) and Quarter Ended March 22, 2003 (Predecessor)		50
	Consolidated Statements of Shareholders’ Equity for the Year Ended December 31, 2005 (Successor), Year Ended January 1, 2005 (Successor), Three Quarters Ended January 3, 2004 (Successor) and Quarter Ended March 22, 2003 (Predecessor)		52
	Notes to Consolidated Financial Statements		53
II.     Supplementary Data
	Quarterly Financial Information (Unaudited)		102

46

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of Dole Food Company, Inc.:

      We have audited the accompanying consolidated balance sheets of Dole Food Company, Inc. and subsidiaries (the “Company”) as of December 31, 2005 (Successor) and January 1, 2005 (Successor), and the related consolidated statements of income, shareholders’ equity, and cash flows for the year ended December 31, 2005 (Successor), the year ended January 1, 2005 (Successor), the three quarters ended January 3, 2004 (Successor) and the quarter ended March 22, 2003 (Predecessor). Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2005 (Successor) and January 1, 2005 (Successor), and the results of its operations and its cash flows for the year ended December 31, 2005 (Successor), the year ended January 1, 2005 (Successor), the three quarters ended January 3, 2004 (Successor) and the quarter ended March 22, 2003 (Predecessor), in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Deloitte & Touche LLP

Los Angeles, California

April 14, 2006

47

DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31, 2005 (Successor) and January 1, 2005 (Successor),

Three Quarters Ended January 3, 2004 (Successor) and

Quarter Ended March 22, 2003 (Predecessor)

								Three Quarters			Quarter
								Ended			Ended
								January 3,			March 22,
		2005			2004			2004			2003
		Successor			Successor			Successor			Predecessor
		(In thousands)
Revenues, net		$	5,870,611		$	5,316,202		$	3,699,971		$	1,073,170
Cost of products sold			5,182,266			4,574,242			3,212,944			895,039
	Gross margin		688,345			741,960			487,027			178,131
Selling, marketing and general and administrative expenses			463,135			424,948			321,598			89,341
	Operating income		225,210			317,012			165,429			88,790
Other income (expense), net			(5,353	)		(8,737	)		(18,541	)		197
Interest income			6,049			4,207			4,376			2,700
Interest expense			142,716			152,704			124,491			19,647
Income from continuing operations before income tax expense, minority interest expense and equity earnings			83,190			159,778			26,773			72,040
Income tax expense			44,520			25,491			6,512			13,100
Minority interest expense, net of income tax expense			3,244			10,200			2,857			1,072
Equity in earnings of unconsolidated subsidiaries, net of income tax expense			(6,626	)		(10,331	)		(5,713	)		(2,920	)
Income from continuing operations, net of income tax expense			42,052			134,418			23,117			60,788
Income from discontinued operations, net of income tax expense			2,044			—			—			—
	Net income	$	44,096		$	134,418		$	23,117		$	60,788

See Notes to Consolidated Financial Statements

48

DOLE FOOD COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2005 (Successor) and January 1, 2005 (Successor)

			2005			2004
			Successor			Successor
			(In thousands,
			except share data)
ASSETS
Cash and cash equivalents			$	48,812		$	79,217
Receivables, net of allowances of $58,585 and $65,533, respectively				637,636			617,952
Inventories				623,497			508,891
Prepaid expenses				58,864			63,742
Deferred income tax assets				34,756			33,564
		Total current assets		1,403,565			1,303,366
Investments				76,753			94,481
Property, plant and equipment, net of accumulated depreciation of $705,115 and $586,800, respectively				1,508,597			1,516,355
Goodwill				540,280			536,865
Intangible assets, net				726,700			738,491
Other assets, net				153,832			132,072
		Total assets	$	4,409,727		$	4,321,630
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable			$	411,451		$	400,112
Accrued liabilities				431,037			447,870
Current portion of long-term debt				25,020			31,278
Notes payable				1,394			624
		Total current liabilities		868,902			879,884
Long-term debt				2,000,843			1,837,020
Deferred income tax liabilities				355,647			386,635
Other long-term liabilities				546,305			519,994
Minority interests				21,487			20,224
Commitments and contingencies (Notes 14 and 16)
Shareholders’ equity
	Common stock — $0.001 par value; 1,000 shares authorized, issued and outstanding			—			—
Additional paid-in capital				440,032			440,032
Retained earnings				192,991			226,145
Accumulated other comprehensive income (loss)				(16,480	)		11,696
		Total shareholders’ equity		616,543			677,873
		Total liabilities and shareholders’ equity	$	4,409,727		$	4,321,630

See Notes to Consolidated Financial Statements

49

DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2005 (Successor) and January 1, 2005 (Successor),

Three Quarters Ended January 3, 2004 (Successor) and Quarter Ended March 22, 2003 (Predecessor)

								Three Quarters			Quarter
								Ended			Ended
								January 3,			March 22,
		2005			2004			2004			2003
		Successor			Successor			Predecessor			Predecessor
		(In thousands)
Operating Activities
Net income		$	44,096		$	134,418		$	23,117		$	60,788
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization		149,809			144,993			106,766			25,051
	Purchase accounting step-up of inventory		—			4,181			59,285			—
	Unrealized foreign currency exchange (gain) loss		(41,503	)		9,567			5,911			—
	Asset write-offs and net (gain) loss on sale of assets		(8,214	)		(6,065	)		557			1,884
	Minority interest and equity earnings, net		(3,382	)		(131	)		(2,856	)		(1,848	)
	Write-off and amortization of debt issuance costs		16,641			11,527			19,473			244
	Provision for deferred income taxes		(31,918	)		(1,599	)		257			2,201
	Pension expense		19,760			21,323			5,943			3,191
	Loss on early retirement of debt		33,047			—			—			—
	Other		3,799			2,789			5,389			1,542
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
	Receivables		(41,837	)		(27,067	)		69,640			(78,749	)
	Inventories		(120,342	)		(50,136	)		29,274			(6,195	)
	Prepaid expenses and other assets		(18,400	)		(1,100	)		(17,037	)		(5,254	)
	Accounts payable		76,218			26,770			171			29,049
	Accrued liabilities		(18,342	)		(49,394	)		44,774			(23,796	)
	Other long-term liabilities		13,157			(2,684	)		(13,553	)		(6,295	)
Cash flow provided by operating activities			72,589			217,392			337,111			1,813
Investing Activities
Proceeds from sales of assets			11,729			11,435			51,387			1,743
Proceeds from sales of investments and businesses, net of cash disposed			7,402			—			7,837			—
Investments and acquisitions			(51,460	)		(189,691	)		(12,507	)		—
Capital additions			(131,495	)		(101,667	)		(101,971	)		(4,235	)
Repurchase of common stock and settlement of stock options in going-private merger transaction			(499	)		(1,300	)		(1,468,070	)		—
Transaction costs paid in going-private merger transaction			—			(361	)		(69,597	)		—
Cash flow used in investing activities			(164,323	)		(281,584	)		(1,592,921	)		(2,492	)
Financing Activities
Short-term debt borrowings			18,183			57,201			1,028			7,936
Short-term debt repayments			(26,616	)		(35,261	)		(12,211	)		(6,834	)
Long-term debt borrowings, net of debt issuance costs			1,575,869			606,070			2,130,288			5,034
Long-term debt repayments			(1,417,413	)		(594,838	)		(1,595,418	)		(6,777	)
Capital contributions			—			100,000			125,000			—
Dividends paid to minority shareholders			(2,836	)		(5,601	)		(5,551	)		—
Dividends paid			(77,250	)		(20,000	)		—			(8,440	)
Proceeds from issuance of common stock (Predecessor)			—			—			—			2,768
Cash flow provided by (used in) financing activities			69,937			107,571			643,136			(6,313	)
Effect of foreign currency exchange rate changes on cash			(8,608	)		2,356			5,156			1,025
Increase (decrease) in cash and cash equivalents			(30,405	)		45,735			(607,518	)		(5,967	)
Cash and cash equivalents at beginning of period			79,217			33,482			641,000			646,967
Cash and cash equivalents at end of period		$	48,812		$	79,217		$	33,482		$	641,000

50

DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS — Continued

For the Years Ended December 31, 2005 (Successor) and January 1, 2005 (Successor),

Three Quarters Ended January 3, 2004 (Successor) and Quarter Ended March 22, 2003 (Predecessor)

Supplemental cash flow information

      At December 31, 2005, accounts payable included approximately $14.8 million of capital expenditures.

      The consolidated statement of cash flows for the year ended January 1, 2005 excludes a $6.3 million non-cash dividend of land to Dole Holding Company, LLC. Refer to Note 12 for additional details.

      The consolidated statement of cash flows for the three quarters ended January 3, 2004 excludes non-cash increases to property, plant, and equipment, deferred tax assets and long-term debt of approximately $128.5 million, $4.7 million and $139.8 million, respectively, recorded in connection with the Company’s adoption of Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, effective March 23, 2003. During the three quarters ended January 3, 2004, the Company purchased containers that were previously held under capital lease for $45.5 million.

      Income tax payments, net of refunds, for the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003 were $42.2 million, $(0.3) million, $(6.2) million, $(12.2) million, respectively.

      Interest payments on borrowings totaled $142.8 million, $141.2 million, $117.7 million and $8.2 million during the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively.

See Notes to Consolidated Financial Statements

51

DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Years Ended December 31, 2005 (Successor) and January 1, 2005 (Successor),

Three Quarters Ended January 3, 2004 (Successor) and Quarter Ended March 22, 2003 (Predecessor)

													Accumulated Other
													Comprehensive Income (Loss)
		Common						Additional					Minimum			Cumulative			Unrealized			Total
		Shares			Common			Paid-In		Retained			Pension			Translation			Gains (Losses)			Shareholders’			Comprehensive
		Outstanding			Stock			Capital		Earnings			Liability			Adjustment			on Hedges			Equity			Income
		(In thousands, except per share data)
Balance December 28, 2002 (Predecessor)			56,210		$	316,853		$	66,319	$	449,334		$	(38,134	)	$	(48,391	)	$	(870	)	$	745,111		$	33,277
	Net income (December 29, 2002 to March 22, 2003)		—			—			—		60,788			—			—			—			60,788		$	60,788
	Cash dividends ($0.15 per share)		—			—			—		(8,440	)		—			—			—			(8,440	)		—
	Unrealized foreign currency translation and hedging gains (losses)		—			—			—		—			—			(195	)		3,606			3,411			3,411
	Reclassification of realized losses to net income		—			—			—		—			—			—			586			586			586
	Income tax benefit on the exercise of certain stock options		—			—			458		—			—			—			—			458			—
	Stock options exercised		119			119			2,667		—			—			—			—			2,786			—
	Issuance of common stock		1			1			30		—			—			—			—			31			—
Balance March 22, 2003 (Predecessor)			56,330		$	316,973		$	69,474	$	501,682		$	(38,134	)	$	(48,586	)	$	3,322		$	804,731		$	64,785
	Purchase accounting adjustments		(56,329	)		(316,973	)		145,558		(406,766	)		25,659			37,229			(2,546	)		(517,839	)
Balance March 23, 2003 (Successor)			1		$	—		$	215,032	$	94,916		$	(12,475	)	$	(11,357	)	$	776		$	286,892
	Capital contribution by DHM Holding Company, Inc.		—			—			125,000		—			—			—			—			125,000
	Net income (March 23, 2003 to January 3, 2004)		—			—			—		23,117			—			—			—			23,117		$	23,117
	Unrealized foreign currency translation and hedging gains (losses)		—			—			—		—			—			27,553			(27,293	)		260			260
	Reclassification of realized losses to net income		—			—			—		—			—			2,413			10,116			12,529			12,529
	Additional minimum pension liability		—			—			—		—			8,630			—			—			8,630			8,630
Balance January 3, 2004 (Successor)			1		$	—		$	340,032	$	118,033		$	(3,845	)	$	18,609		$	(16,401	)	$	456,428		$	44,536
	Capital contribution by Dole Holding Company, LLC		—			—			100,000		—			—			—			—			100,000
	Net income		—			—			—		134,418			—			—			—			134,418		$	134,418
	Cash dividends		—			—			—		(20,000	)		—			—			—			(20,000	)		—
	Non-cash dividends		—			—			—		(6,306	)		—			—			—			(6,306	)		—
	Unrealized foreign currency translation and hedging gains		—			—			—		—			—			16,354			5,018			21,372			21,372
	Reclassification of realized losses to net income		—			—			—		—			—			—			11,582			11,582			11,582
	Additional minimum pension liability		—			—			—		—			(19,621	)		—			—			(19,621	)		(19,621	)
Balance January 1, 2005 (Successor)			1		$	—		$	440,032	$	226,145		$	(23,466	)	$	34,963		$	199		$	677,873		$	147,751
	Net income		—			—			—		44,096			—			—			—			44,096		$	44,096
	Cash dividends		—			—			—		(77,250	)		—			—			—			(77,250	)		—
Unrealized foreign currency translation and hedging gains (losses)			—			—			—		—			—			(31,530	)		5,465			(26,065	)		(26,065	)
Reclassification of realized gains to net income			—			—			—		—			—			—			(2,842	)		(2,842	)		(2,842	)
Additional minimum pension liability			—			—			—		—			731			—			—			731			731
Balance December 31, 2005 (Successor)			1		$	—		$	440,032	$	192,991		$	(22,735	)	$	3,433		$	2,822		$	616,543		$	15,920

See Notes to Consolidated Financial Statements

52

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS

Note 1 — Nature of Operations

      Dole Food Company, Inc. was incorporated under the laws of Hawaii in 1894 and was reincorporated under the laws of Delaware in July 2001.

      Dole Food Company, Inc. and its consolidated subsidiaries (the “Company”) are engaged in the worldwide sourcing, processing, distributing and marketing of high quality, branded food products, including fresh fruit and vegetables, as well as packaged foods. Additionally, the Company markets a full-line of premium fresh-cut flowers.

      Operations are conducted throughout North America, Latin America, Europe (including eastern European countries), Asia (primarily in Japan, Korea, the Philippines and Thailand), the Middle East and Africa (primarily in South Africa). As a result of its global operating and financing activities, the Company is exposed to certain risks including changes in commodity pricing, fluctuations in interest rates, fluctuations in foreign currency exchange rates, as well as other environmental and business risks in both sourcing and selling locations.

      The Company’s principal products are produced on both Company-owned and leased land and are also acquired through associated producer and independent grower arrangements. The Company’s products are primarily packed and processed by the Company and sold to wholesale, retail and institutional customers and other food product companies.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

      Going-Private Merger Transaction: On March 28, 2003, the Company completed the going-private merger transaction with DHM Holding Company, Inc. (“HoldCo”) described in Note 3. As a result of this transaction, the Company’s results of operations, financial position and cash flows prior to the date of the going-private merger transaction are presented as the “predecessor.” The going-private merger transaction and the Company’s results of operations, financial position and cash flows thereafter are presented as the “successor.” The going-private merger transaction was accounted for as a purchase at the HoldCo level with the related purchase accounting pushed-down to the Company.

      Basis of Consolidation: The Company’s consolidated financial statements include the accounts of Dole Food Company, Inc. and its controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

      Annual Closing Date: The Company’s fiscal year ends on the Saturday closest to December 31. The successor’s fiscal years 2005, 2004 and 2003 ended on December 31, 2005, January 1, 2005 and January 3, 2004, respectively. Fiscal year 2003, which includes the predecessor’s quarter ended March 22, 2003 and the successor’s three-quarter period ended January 3, 2004, consisted of 53 weeks. The impact of the additional week in fiscal year 2003 was not material to the Company’s consolidated financial condition or results of operations.

      Revenue Recognition: Revenue is recognized at the point title and risk of loss is transferred to the customer, collection is reasonably assured, persuasive evidence of an arrangement exists and the price is fixed or determinable. Revenue is recorded net of expected returns, sales discounts and volume rebates. Estimated sales discounts and expected returns are recorded in the period in which the related sale is recognized. Volume rebates are recognized as earned by the customer, based upon the contractual terms of the arrangement with the customer and, where applicable, the Company’s estimate of sales volume over the term of the arrangement. Adjustments to estimates are made periodically as new information becomes available and actual sales volumes become known. Adjustments to these estimates have historically not been significant to the Company.

53

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      Agricultural Costs: Recurring agricultural costs include costs relating to irrigation, fertilizing, disease and insect control and other ongoing crop and land maintenance activities. Recurring agricultural costs are charged to operations as incurred or are recognized when the crops are harvested and sold, depending on the product. Non-recurring agricultural costs, primarily comprising of soil and farm improvements and other long-term crop growing costs that benefit multiple harvests, are deferred and amortized over the estimated production period, currently from two to seven years.

      Shipping and Handling Costs: Amounts billed to third party customers for shipping and handling are included as a component of revenue. Shipping and handling costs incurred are included as a component of cost of products sold and represent costs incurred by the Company to ship product from the sourcing locations to the end consumer markets.

      Marketing and Advertising Costs: Marketing and advertising costs, which include media, production and other promotional costs, are generally expensed in the period in which the marketing or advertising first takes place. In limited circumstances, the Company capitalizes payments related to the right to stock products in customer outlets or to provide funding for various merchandising programs over a specified contractual period. In such cases, the Company amortizes the costs over the life of the underlying contract. The amortization of these costs, as well as the cost of other marketing and advertising arrangements with customers, are classified as a reduction in revenue. Advertising and marketing costs, included in selling, marketing and general and administrative expenses, amounted to $71.3 million, $62.1 million, $48.2 million and $16.0 million during the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003.

      Research and Development Costs: Research and development costs are expensed as incurred. Research and development costs were not material for the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003.

      Income Taxes: Deferred income taxes are recognized for the income tax effect of temporary differences between financial statement carrying amounts and the income tax bases of assets and liabilities. Income taxes, which would be due upon the repatriation of foreign subsidiary earnings, have not been provided where the undistributed earnings are considered indefinitely invested. A valuation allowance is provided for deferred income tax assets for which it is deemed more likely than not that future taxable income will not be sufficient to realize the related income tax benefits from these assets.

      Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and highly liquid investments, primarily money market funds and time deposits, with original maturities of three months or less.

      Grower Advances: The Company makes advances to third party growers primarily in Latin America and Asia for various farming needs. Some of these advances are secured with property or other collateral owned by the growers. The Company monitors these receivables on a regular basis and records an allowance for these grower receivables based on estimates of the growers’ ability to repay advances and the fair value of the collateral. Grower advances are stated at the gross advance amount less allowances for potentially uncollectible balances.

      Inventories: Inventories are valued at the lower of cost or market. Cost is determined principally on a first-in, first-out basis and includes materials, labor and overhead. Specific identification and average cost methods are also used primarily for certain packing materials and operating supplies.

      Investments: Investments in affiliates and joint ventures with ownership of 20% to 50% are recorded on the equity method, provided the Company has the ability to exercise significant influence. All other non-consolidated investments are accounted for using the cost method. At December 31, 2005 and January 1, 2005, substantially all of the Company’s investments have been accounted for under the equity method.

54

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      Property, Plant and Equipment: Property, plant and equipment is stated at cost plus the fair value of asset retirement obligations, if any, less accumulated depreciation. Depreciation is computed principally by the straight-line method over the estimated useful lives of these assets. The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared to the asset’s carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to discounted expected future cash flows or comparable market values, depending on the nature of the asset. All long-lived assets, for which management has committed itself to a plan of disposal by sale, are reported at the lower of carrying amount or fair value less cost to sell. Long-lived assets to be disposed of other than by sale are classified as held and used until the date of disposal.

      Goodwill and Intangibles: Goodwill represents the excess cost of a business acquisition over the fair value of the net identifiable assets acquired. Goodwill and unamortized intangible assets are reviewed for impairment annually, or more frequently if certain impairment indicators arise. Goodwill is allocated to various reporting units, which are either the operating segment or one reporting level below the operating segment. Fair values for goodwill and unamortized intangible assets are determined based on discounted cash flows, market multiples or appraised values, as appropriate.

      The Company’s unamortized intangible assets, consisting primarily of the DOLE brand, are considered to have indefinite lives because they are expected to generate cash flows indefinitely and as such are not amortized. Amortizable intangible assets are amortized on a straight-line basis over the weighted-average estimated useful lives of the underlying assets as follows:

Customer relationships	11 years
Other	3 years
Total weighted-average amortization period	7 years

      Financial Instruments/Concentration of Credit Risk: Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash equivalents, foreign currency exchange contracts, grower advances and trade receivables. The Company maintains its temporary cash investments with high quality financial institutions, which are invested primarily in short-term U.S. government instruments and certificates of deposit. The counter parties to the Company’s foreign currency exchange contracts are major financial institutions. Grower advances are principally with farming enterprises located throughout Latin America and Asia and are secured by the underlying crop harvests. Credit risk related to trade receivables is mitigated due to the large number of customers dispersed worldwide. To reduce credit risk, the Company performs periodic credit evaluations of its customers but does not generally require advance payments or collateral. Additionally, the Company maintains allowances for credit losses. No individual customer accounted for greater than 10% of the Company’s revenues during the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003. No individual customer accounted for greater than 10% of accounts receivable as of December 31, 2005 or January 1, 2005.

      The Company’s financial instruments are primarily composed of short-term trade and grower receivables, trade payables, notes receivable and long and short-term notes payable, as well as long-term grower receivables, term loans, revolving credit facilities, notes, debentures and derivatives. For short-term instruments, the carrying amount is a reasonable estimate of fair value. Fair values for long-term financial instruments not readily marketable are estimated based upon discounted future cash flows at prevailing market interest rates. Based on these assumptions, with the exception of the Company’s fixed rate long-term debt, management believes the fair market values of the Company’s financial instruments are not materially

55

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

different from their recorded amounts as of December 31, 2005 and January 1, 2005. The Company’s derivative financial instruments are recorded at fair value (Refer to Note 15 for additional information).

      The Company estimates the fair value of its fixed-interest-rate long-term unsecured debt based on current quoted market prices. The estimated fair value of unsecured notes (face value of $1,105 million in 2005 and $1,430 million in 2004) was approximately $1,111 million and $1,531 million as of December 31, 2005 and January 1, 2005, respectively. Based upon borrowing rates currently available to the Company and market quotes, the fair value of the Company’s long-term secured debt approximates the carrying value.

      Foreign Currency Exchange: For subsidiaries with transactions that are denominated in a currency other than the functional currency, the net foreign currency exchange transaction gains or losses resulting from the translation of monetary assets and liabilities to the functional currency are included in determining net income. Net foreign currency exchange gains or losses resulting from the translation of assets and liabilities of foreign subsidiaries whose functional currency is not the U.S. dollar are recorded as a part of cumulative translation adjustment in shareholders’ equity. Unrealized currency gains and losses on certain intercompany transactions that are of a long-term-investment nature (i.e., settlement is not planned or anticipated in the foreseeable future) are also recorded in cumulative translation adjustment in shareholders’ equity.

      Stock-Based Compensation: Effective as of the beginning of the 2003 fiscal year, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (“FAS 123”), Accounting for Stock-Based Compensation, as amended by Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, for stock-based employee compensation. Under the prospective method of adoption selected by the Company, the fair value recognition provisions of FAS 123 apply to all new employee awards granted after December 28, 2002. In connection with the going-private merger transaction, all outstanding stock options were settled or cancelled. No new stock options have been issued subsequent to the going-private merger transaction.

      Leases: The Company leases fixed assets for use in operations where leasing offers advantages of operating flexibility and is less expensive than alternative types of funding. The Company also leases land in countries where land ownership by foreign entities is restricted. The Company’s leases are evaluated at inception or at any subsequent modification and, depending on the lease terms, are classified as either capital leases or operating leases, as appropriate under Statement of Financial Accounting Standards No. 13, Accounting for Leases. The majority of the Company’s leases are classified as operating leases. The Company’s principal operating leases are for land and machinery and equipment. The Company’s capitalized leases primarily consist of two vessel leases. The Company’s decision to exercise renewal options is primarily dependent on the level of business conducted at the location and the profitability thereof. The Company’s leasehold improvements were not significant at December 31, 2005 and January 1, 2005.

      Guarantees: The Company makes guarantees as part of its normal business activities. These guarantees include guarantees of the indebtedness of some of its key fruit suppliers and other entities integral to the Company’s operations, as well as minimum price guarantees and guarantees of minimum volume purchases.

      The Company adopted FASB Interpretation No. 45 (“FIN 45”), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, on a prospective basis for all guarantees issued or modified after December 31, 2002. Following the adoption of FIN 45, at the inception of any new guarantee, the Company recognizes a liability equal to the fair value of the guarantee. The fair value of the guarantee is generally determined by calculating a probability-weighted present value of expected cash flows. The liability is generally reduced ratably over the term of the guarantee. Depending on the nature of the underlying arrangement the offsetting entry is either expensed or deferred and amortized. The Company has not historically experienced any significant losses associated with these guarantees. Liabilities relating to guarantees were not material at December 31, 2005 and January 1, 2005.

56

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosures of contingent assets and liabilities as of the date of these financial statements. Management’s use of estimates also affects the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

      Reclassifications: Certain prior year amounts have been reclassified to conform with the 2005 presentation. These reclassifications had no impact on previously reported net income or shareholders’ equity.

Note 3 — Going-Private Merger and Refinancing Transactions

      In March 2003 the Company completed a going-private merger transaction. The privatization resulted from the acquisition by David H. Murdock, the Company’s Chairman and Chief Executive Officer, of the approximately 76% of the Company that he and his affiliates did not already own for $33.50 per share in cash. As a result of the transaction, the Company became wholly owned by Mr. Murdock through HoldCo.

      The purchase price of all of the outstanding common stock of the Company not already owned by Mr. Murdock, plus transaction costs, was approximately $1.55 billion. The funds necessary to purchase these shares of the Company consisted of a $125 million capital contribution by HoldCo, funds borrowed under $1.125 billion of new senior secured credit facilities (consisting of $825 million of term loan facilities and $300 million of revolving credit facilities) and the issuance of $475 million principal amount of 8.875% Senior Notes due 2011. The going-private merger transaction was accounted for as a purchase at the HoldCo level with the related purchase accounting pushed down to the Company as of the date of the transaction.

      The following unaudited pro forma financial information was prepared as if the going-private merger transaction, which was effective as of March 23, 2003, had occurred at the beginning of the period presented (in thousands):

	Year Ended
	January 3,
	2004
Revenues, net	$	4,773,141
Income from continuing operations	$	65,132

      These unaudited pro forma results have been prepared for comparative purposes only and primarily include adjustments for depreciation and amortization arising from the step-up of assets in the merger transaction, interest expense on debt issued in connection with the merger transaction and related income tax adjustments. These adjustments were tax effected using the Company’s effective tax rate for the year ended January 3, 2004. Included in net income for the year ended January 3, 2004 is approximately $10.6 million of pretax expense related to the write-off of debt issuance costs due to the early repayment of debt in the refinancing transaction as well as $6.9 million of pretax expense related to a litigation settlement.

      The pro forma information is not necessarily indicative of the results that would have occurred had the going-private merger and refinancing transactions occurred at the beginning of the periods presented.

Note 4 — Business Dispositions

      During the third quarter ended October 4, 2003, the Company sold its 81% interest in Fabrica, a Honduran palm oil business for $7.6 million and recorded a loss of $2.4 million. The loss was included in selling, marketing and general and administrative expenses in the Consolidated Statement of Income. The financial results of Fabrica have been included in the packaged foods reporting segment through the effective date of disposal. Revenues related to Fabrica for the three quarters ended January 3, 2004 and quarter ended

57

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

March 22, 2003 were $11.9 million and $5.7 million, respectively. Operating income related to Fabrica for the three quarters ended January 3, 2004 and quarter ended March 22, 2003 was approximately $0.8 million and $0.5 million, respectively. During the fourth quarter of 2005, the Company resolved a contingency related to the sale of Fabrica and, as a result, the Company recorded income of $2 million. This amount is included in selling, marketing and general and administrative expenses in the Consolidated Statement of Income and is included in the packaged foods reporting segment.

      On November 28, 2001, the Company disposed of its 97% interest in the capital stock of Cervecería Hondureña, S.A. (“CHSA”), a Honduran corporation principally engaged in the beverage business in Honduras. The Company received $561 million as consideration for the disposition, comprising $537 million in cash and $24 million of intercompany forgiveness between CHSA and a subsidiary of the Company. The Company realized a gain of approximately $168.6 million on the disposal, net of income taxes of $128 million. During the fourth quarter of 2005, the Company resolved a contingency related to the sale of CHSA and, as a result, realized income of $2 million, net of income taxes of $1.4 million. The income has been recorded as income from discontinued operations in the Company’s Consolidated Statement of Income. In addition, the Company recorded $4.8 million in income from continuing operations related to the collection of a fully reserved receivable balance and interest income.

Note 5 — Business Acquisitions

Wood Holdings, Inc.

      In June 2004, the Company acquired all of the outstanding capital stock of Wood Holdings, Inc. (renamed Dole Packaged Frozen Foods, Inc.), a privately held frozen fruit producer and manufacturer. The acquisition of Dole Packaged Frozen Foods, Inc. allows the Company to expand its packaged foods product line and extends the Dole brand into the frozen fruit section of the produce industry. The total purchase price, including transaction expenses, was $174.3 million in cash. The acquisition resulted in goodwill of $47.8 million, which has been included in the Company’s packaged foods segment and is fully deductible for tax purposes over a 15-year period. Expected synergies of the combined operations and the ability to leverage the DOLE brand in the frozen fruit business were the primary factors that contributed to a purchase price that resulted in the recognition of goodwill. The results of operations for Dole Packaged Frozen Foods, Inc. have been included in the Company’s consolidated results of operations from June 8, 2004, the effective date of acquisition.

      The following table represents the final values attributed to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands):

Current assets	$	61,125
Property, plant and equipment		76,384
Intangible assets		10,150
Goodwill		47,834
Other assets		105
Total assets acquired		195,598
Current liabilities		21,239
Other long-term liabilities		87
Total liabilities assumed		21,326
Net assets acquired	$	174,272

58

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      The $10.1 million allocated to intangible assets is a valuation of customer relationships with finite lives. These customer relationships will be amortized over approximately 12 years.

Coastal Berry

      In October 2004, the Company acquired Coastal Berry Company, LLC and two affiliated companies (renamed Dole Berry Company, LLC) for $7 million in cash. In connection with the acquisition, the Company also repaid approximately $10 million of Dole Berry Company’s debt and capital lease obligations. This acquisition resulted in approximately $8.5 million of goodwill, which has been included in the Company’s fresh vegetables segment and is fully deductible for tax purposes over a 15-year period. Dole Berry Company is a leading California producer of fresh berries (including strawberries, raspberries and blackberries).

Saba

      On December 30, 2004, the Company acquired the remaining 40% of Saba Trading AB (“Saba”), for $47.1 million, which was paid in cash during the first fiscal quarter of 2005. The Company acquired its 60% majority ownership in Saba in 1998. The acquisition of Saba’s remaining shares resulted in the allocation of $33.5 million to goodwill, which has been included in the Company’s fresh fruit segment. Saba is the leading importer and distributor of fruit, vegetables and flowers in Scandinavia.

      Pro forma financial information for the above acquisitions is not presented, as it is not material.

Note 6 — Income Taxes

      Income tax expense (benefit) was as follows (in thousands):

								Three
								Quarters			Quarter
								Ended			Ended
								January 3,			March 22,
		2005			2004			2004			2003
		Successor			Successor			Successor			Predecessor
Current
	Federal, state and local	$	52,020		$	13,373		$	(8,890	)	$	7,484
	Foreign		25,838			13,717			15,145			3,415
			77,858			27,090			6,255			10,899
Deferred
	Federal, state and local		(17,342	)		(948	)		3,982			2,467
	Foreign		(15,996	)		(651	)		(3,725	)		(266	)
			(33,338	)		(1,599	)		257			2,201
		$	44,520		$	25,491		$	6,512		$	13,100

      As a result of the consummation of the going-private merger transaction described in Note 3, income tax expense for the quarter ended March 22, 2003 was based on earnings for the period from December 29, 2002 through March 22, 2003, to reflect the final separate financial reporting period for the Company in its predecessor form. After the consummation of the going-private transaction, income taxes are attributable to the new successor company.

      Pretax earnings attributable to foreign operations were $199.2 million, $203.1 million, $89.2 million and $61.4 million for the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively. Undistributed earnings of foreign subsidiaries, which

59

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

are intended to be indefinitely invested, aggregated $1.5 billion at December 31, 2005. Other than the repatriation discussed below, it is currently not practicable to estimate the tax liability that might be payable if these foreign earnings were repatriated.

      During October 2004, The American Jobs Creation Act of 2004 was signed into law, adding Section 965 to the Internal Revenue Code. Section 965 provides a special one-time deduction of 85% of certain foreign earnings that are repatriated under a domestic reinvestment plan, as defined therein. The effective federal tax rate on any qualified repatriated foreign earnings under Section 965 equals 5.25%. Taxpayers could elect to apply this provision to a qualified earnings repatriation made during calendar year 2005.

      During the second quarter of 2005, the Company repatriated $570 million of earnings from its foreign subsidiaries, of which approximately $489 million qualifies for the 85% dividends received deduction under Section 965. A tax provision of approximately $37.8 million for the repatriation of certain foreign earnings has been recorded as income tax expense for year ended December 31, 2005.

      Excluding the $37.8 million impact of the repatriation, income tax expense for the year ended December 31, 2005 was $6.7 million, which reflects the Company’s effective income tax rate of 8.1% for the 2005 fiscal year.

      The Company’s reported income tax expense on continuing operations differed from the expense calculated using the U.S. federal statutory tax rate for the following reasons (in thousands):

							Three
				Year			Quarters			Quarter
	Year Ended			Ended			Ended			Ended
	December 31,			January 1,			January 3,			March 22,
	2005			2005			2004			2003
	Successor			Successor			Successor			Predecessor
	(In thousands)
Expense computed at U.S. federal statutory income tax rate of 35%	$	29,117		$	55,922		$	9,371		$	25,214
Repatriation of certain foreign earnings		37,772			—			—			—
Foreign income taxed at different rates		(39,766	)		(38,289	)		(1,342	)		(9,876	)
State and local income tax, net of federal income tax expense (benefit)		(2,007	)		951			(2,851	)		1,167
Valuation allowances		19,522			7,557			2,324			(1,269	)
Refund of prior years’ taxes		—			—			—			(2,209	)
Permanent items and other		(118	)		(650	)		(990	)		73
Reported income tax expense	$	44,520		$	25,491		$	6,512		$	13,100

60

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      Deferred tax assets (liabilities) comprised the following (in thousands):

	December 31,			January 1,
	2005			2005
	Successor			Successor
Intangibles	$	(273,641	)	$	(271,530	)
Property, plant and equipment		(179,784	)		(191,270	)
Inventory valuation methods		3,926			1,396
Postretirement benefits		46,079			52,593
Operating accruals		96,576			50,444
Tax credit carryforwards		18,913			18,388
Net operating loss carryforwards		136,944			133,049
Valuation allowances		(165,051	)		(145,617	)
Other, net		(4,853	)		(524	)
	$	(320,891	)	$	(353,071	)

      The Company has gross federal, state and foreign net operating loss carryforwards of $112.3 million, $1.1 billion and $153.6 million, respectively, at December 31, 2005. The Company has recorded deferred tax assets of $39.3 million for federal net operating loss carryforwards, which, if unused, will expire between 2023 and 2025. The Company has recorded deferred tax assets of $51.2 million for state net operating loss carryforwards, which, if unused, will start to expire in 2006. The Company has recorded deferred tax assets of $46.5 million for foreign net operating loss carryforwards, which, if unused will expire between 2006 and 2020. The foreign tax credit carryforward amount of $18.4 million will expire in 2011.

      A valuation allowance has been established to offset foreign tax credit carryforwards, state net operating loss carryforwards, certain foreign net operating loss carryforwards, and certain other deferred tax assets in foreign jurisdictions. The Company has deemed it more likely than not that future taxable income in the relevant taxing jurisdictions will be insufficient to realize the related income tax benefits for these assets.

61

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      Total deferred tax assets and deferred tax liabilities were as follows (in thousands):

		December 31,			January 1,
		2005			2005
		Successor			Successor
Deferred tax assets		$	525,223		$	460,075
Deferred tax asset valuation allowance			(165,051	)		(145,617	)
			360,172			314,458
	Deferred tax liabilities		(681,063	)		(667,529	)
	Net deferred tax liabilities	$	(320,891	)	$	(353,071	)
Current deferred tax assets consist of:
	Deferred tax assets, net of valuation allowance	$	48,541		$	47,207
	Deferred tax liabilities		(13,785	)		(13,643	)
	Net current deferred tax assets		34,756			33,564
Non-current deferred tax liabilities consist of:
	Deferred tax assets, net of valuation allowance		311,631			267,251
	Deferred tax liabilities		(667,278	)		(653,886	)
	Net non-current deferred tax liabilities		(355,647	)		(386,635	)
	Net deferred tax liabilities	$	(320,891	)	$	(353,071	)

      Income Tax Audits: The Company believes its tax positions comply with the applicable tax laws and that it is adequately provided for all tax related matters. The Company is subject to examination by taxing authorities in the various jurisdictions in which it files tax returns. Specifically, the Company is routinely under examination by the Internal Revenue Service. The current examination includes the years 1995 through 2001. Matters raised upon audit may involve substantial amounts and could result in material cash payments if resolved unfavorably; however, management does not believe that any material payments will be made related to these matters within the next year. Management considers it unlikely that the resolution of these matters will have a material adverse effect on the Company’s results of operations.

      Honduran Tax Case: In 2005, the Company received a tax assessment from Honduras of approximately $137 million relating to the disposition of all of the Company’s interest in Cervecería Hondureña, S.A in 2001. The Company believes the assessment is without merit and filed an appeal with the Honduran tax authorities, which was denied. As a result of the denial in the administrative process, in order to negate the tax assessment, on August 5, 2005, the Company proceeded to the next stage of the appellate process by filing a lawsuit against the Honduran government, in the Honduran Administrative Tax Trial Court. The Honduran government is seeking dismissal of the lawsuit and attachment of assets, which the Company is challenging. No reserve has been provided for this assessment.

62

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

Note 7 — Details of Certain Assets and Liabilities

      Details of receivables and inventories were as follows (in thousands):

		December 31,			January 1,
		2005			2005
		Successor			Successor
Receivables
	Trade	$	562,232		$	559,106
	Notes and other		96,293			87,221
	Grower advances		32,150			28,365
	Income tax refund		—			524
	Other		5,546			8,269
			696,221			683,485
	Allowance for doubtful accounts		(58,585	)		(65,533	)
		$	637,636		$	617,952
Inventories
	Finished products	$	290,593		$	232,193
	Raw materials and work in progress		145,146			119,645
	Crop-growing costs		139,271			116,295
	Operating supplies and other		48,487			40,758
		$	623,497		$	508,891

      Accounts payable consists primarily of trade payables. In addition, the accounts payable balance at January 1, 2005 included $47.1 million related to the purchase of the 40% Saba minority shares (Note 5).

      Accrued liabilities included the following (in thousands):

	December 31,		January 1,
	2005		2005
	Successor		Successor
Employee-related costs and benefits	$	124,067	$	129,240
Amounts due to growers		91,370		79,379
Marketing and advertising		61,180		48,323
Materials and supplies		26,673		43,613
Other		127,747		147,315
	$	431,037	$	447,870

      Remaining amounts included in other accrued liabilities shown above comprise individually insignificant operating accruals.

63

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      Other long-term liabilities were as follows (in thousands):

	December 31,		January 1,
	2005		2005
	Successor		Successor
Accrued postretirement and other employee benefits	$	233,736	$	243,285
Accrued income taxes		254,487		225,868
Other		58,082		50,841
	$	546,305	$	519,994

Note 8 — Property, Plant and Equipment

      Major classes of property, plant and equipment were as follows (in thousands):

	December 31,			January 1,
	2005			2005
	Successor			Successor
Land and land improvements	$	750,913		$	722,169
Buildings and leasehold improvements		395,240			374,909
Machinery and equipment		637,224			591,974
Vessels and containers		233,413			234,283
Vessels and equipment under capital leases		94,045			94,998
Construction in progress		102,877			84,822
		2,213,712			2,103,155
Accumulated depreciation		(705,115	)		(586,800	)
	$	1,508,597		$	1,516,355

      Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets as follows:

	Years
Land improvements		5 to 40
Buildings and leasehold improvements		3 to 50
Machinery and equipment		2 to 35
Vessels and containers		3 to 20
Vessels and equipment under capital leases	Shorter of useful life or life of lease

      Depreciation expense for property, plant and equipment totaled $137.9 million, $133.3 million, $98.6 million and $25 million for the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively.

64

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

Note 9 — Goodwill and Intangible Assets

      Goodwill has been allocated to the Company’s reporting segments as follows (in thousands):

			Fresh		Packaged		Fresh-cut
	Fresh Fruit		Vegetables		Foods		Flowers		Other		Total
Balance as of January 3, 2004 (Successor)	$	341,540	$	89,025	$	18,186	$	—	$	—	$	448,751
Additions		34,136		8,638		45,340		—		—		88,114
Balance as of January 1, 2005 (Successor)	$	375,676	$	97,663	$	63,526	$	—	$	—	$	536,865
Additions		603		185		2,527		—		—		3,315
Tax-related adjustments		76		20		4		—		—		100
Balance as of December 31, 2005 (Successor)	$	376,355	$	97,868	$	66,057	$	—	$	—	$	540,280

      The additions to goodwill during the year ended December 31, 2005 relate primarily to a purchase price adjustment associated with the 2004 acquisition of Dole Packaged Frozen Foods. The purchase price adjustment is attributable to a change in the expected reimbursement of certain tax liabilities payable to the selling shareholders as a result of the transaction. The 2004 additions to goodwill in the packaged foods, fresh vegetables and fresh fruit segments primarily relate to the acquisitions of Dole Packaged Frozen Foods, Dole Berry Company and the remaining 40% share in Saba, respectively. Refer to Note 5 for further details.

      The tax-related adjustments result from changes to deductible temporary differences, operating loss or tax credit carryforwards and contingencies that existed at the time of the going-private merger transaction.

      Details of the Company’s intangible assets were as follows (in thousands):

		December 31,			January 1,
		2005			2005
		Successor			Successor
Amortized intangible assets:
	Customer relationships	$	38,501		$	38,501
	Licenses		20,688			20,688
	Other amortized intangible assets		9,064			9,132
			68,253			68,321
Accumulated amortization — customer relationships			(9,219	)		(5,542	)
Accumulated amortization — licenses			(20,688	)		(13,218	)
Other accumulated amortization			(6,164	)		(5,588	)
Accumulated amortization — intangible assets			(36,071	)		(24,348	)
Intangible assets, net			32,182			43,973
Unamortized intangible assets:
	Trademark, trade names and other related intangibles		694,518			694,518
Total identifiable intangible assets, net		$	726,700		$	738,491

      Amortization expense of identifiable intangibles totaled $11.9 million, $11.6 million and $8.0 million for the years ended December 31, 2005 and January 1, 2005 and for the three quarters ended January 3, 2004, respectively. There was no amortization expense related to the identifiable intangibles during the quarter

65

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

ended March 22, 2003. Estimated remaining amortization expense associated with the Company’s identifiable intangible assets in each of the next five fiscal years is as follows (in thousands):

Fiscal Year	Amount
2006		4,323
2007		3,677
2008		3,677
2009		3,677
2010		3,677

      The Company performed its annual impairment review of goodwill and indefinite-lived intangible assets pursuant to Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, during the second quarter of fiscal 2005. This review indicated no impairment to goodwill or any of the Company’s indefinite-lived intangible assets.

Note 10 — Notes Payable and Long-Term Debt

      Notes payable and long-term debt consisted of the following amounts (in thousands):

		December 31,			January 1,
		2005			2005
		Successor			Successor
Unsecured debt:
	8.625% notes due 2009	$	350,000		$	400,000
	7.25% notes due 2010		400,000			400,000
	8.875% notes due 2011		200,000			475,000
	8.75% debentures due 2013		155,000			155,000
Secured debt:
	Revolving credit facilities		137,000			—
	Term loan facilities		698,149			341,619
	Contracts and notes, at a weighted-average interest rate of 6.86% (7.84% in 2004) through 2010		5,952			2,801
Capital lease obligations			80,971			95,539
Unamortized debt discount			(1,209	)		(1,661	)
Notes payable			1,394			624
			2,027,257			1,868,922
Current maturities			(26,414	)		(31,902	)
		$	2,000,843		$	1,837,020

Notes and Debentures

      In April 2002, the Company completed the sale and issuance of $400 million aggregate principal amount of Senior Notes due 2009 (the “2009 Notes”). The 2009 Notes are redeemable, at the discretion of the Company, at par plus a make-whole amount, if any, and accrued and unpaid interest, any time prior to maturity. The 2009 Notes were issued at 99.50% of par.

      In May 2003, the Company issued and sold $400 million aggregate principal amount of 7.25% Senior Notes due 2010 (the “2010 Notes”). The Company may, at its option, use the cash proceeds from an equity

66

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

offering to redeem up to 35% of the aggregate principal amount of the 2010 Notes, at a redemption price of 107.25%, plus accrued and unpaid interest prior to June 15, 2006; or at specified premiums after June 15, 2007. The 2010 Notes were issued at par.

      In connection with the going-private merger transaction described in Note 3, the Company issued $475 million aggregate principal amount of 8.875% Senior Notes due 2011 (the “2011 Notes”). The 2011 Notes were issued at par. At its option, the Company may use the cash proceeds from an equity offering to redeem up to 35% of the aggregate principal amount of the 2011 notes, at a redemption price of 108.875%, plus accrued and unpaid interest, prior to March 15, 2006; or at specified premiums after March 15, 2007.

      In July 1993, the Company issued and sold debentures due 2013 (the “2013 Debentures”). The 2013 Debentures are not redeemable prior to maturity and were issued at 99.37% of par.

      In connection with the going-private merger transaction and issuance of the 2011 Notes, both the 2013 Debentures and the 2009 Notes were modified to provide for substantially the same interest rates, covenants and guarantees from certain of the Company’s subsidiaries as are provided for by the 2011 Notes.

      None of the Company’s notes or debentures are subject to any sinking fund requirements. The notes and debentures are guaranteed by the Company’s wholly-owned domestic subsidiaries (Note 20).

Amendments to Credit Facilities

      In connection with the going-private merger transaction of 2003, the Company obtained financing under a senior secured credit facility (consisting of $825 million of term loans, and $300 million of revolving credit facilities). In May 2003, the Company issued the 2010 Notes and used the net proceeds to prepay $400 million of the term loans. In November 2003, the Company renegotiated its senior secured credit facilities and, as a result, the Company received proceeds from Term Loan C, of $315 million. These proceeds, together with available cash of $14.5 million, were used to repay the amounts outstanding under the existing term loans and the Company’s headquarters lease. In May 2004, the Company renegotiated its senior secured credit facilities which resulted in the conversion of Term Loan C into Term Loan D and borrowed an additional $175 million under a new term loan facility, Term Loan E, to finance the acquisition of Dole Packaged Frozen Foods.

      In April 2005, the Company executed an amendment and restatement of its senior secured credit agreement (the “Amended and Restated Credit Agreement”) in which Term Loan D and Term Loan E were repaid through new term loan borrowings (“Term Loan A” and “Term Loan B”), $350 million relating to Term Loan A (denominated in Japanese yen), $400 million relating to Term Loan B and $300 million of revolving credit facilities. The purpose of the amendment and restatement was to lower the Company’s overall effective interest rate and to more effectively match the Company’s debt structure to its foreign and domestic cash flows. In connection with the refinancing of the term loan facilities, the Company wrote-off deferred debt issuance costs of $1.5 million.

      In conjunction with the execution of the Amended and Restated Credit Agreement, the Company completed a tender offer to purchase for cash $325 million aggregate principal amount of the Company’s outstanding debt securities. The Company repurchased $50 million of its 2009 Notes and $275 million of its 2011 Notes. In connection with these repurchases, the Company recorded a loss on early retirement of debt of $42.3 million, which is included in other income (expense), net in the consolidated statement of income for the year ended December 31, 2005. The loss on early retirement of debt included a write-off of deferred debt issuance costs of $9.2 million as well as a bond premium expense of $33.1 million.

      In June 2005, the Company executed a technical amendment to its Amended and Restated Credit Agreement, which changed the scheduled amortization payment dates of the term loans from the last business day of the Company’s fiscal quarters to the last business day of the calendar quarters.

67

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      In December 2005, the Company executed a second amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement. The Second Amendment permitted the Company to reinvest the proceeds from the sale of any of its principal properties (defined as each of the Company’s U.S. manufacturing plants and processing facilities that have a net book value exceeding 1% of the Company’s net tangible assets) in a new principal property and also allowed DHM Holding Company, Inc., to borrow under project financing facilities the proceeds of which would be used for the construction, start up and operational deficits of a hotel, spa and wellbeing center, subject to certain restrictions. In addition, the Second Amendment amended both the minimum consolidated interest coverage ratio and the maximum leverage ratio for certain time periods.

      During January 2006, the Company increased its revolving credit facilities from $300 million to $360 million.

      On April 12, 2006, the Company completed an amendment and restatement of its senior secured credit facilities. The Company obtained $975 million of term loan facilities and $100 million in a pre-funded letter of credit facility. The proceeds of the term loans were used to repay the outstanding term loans under the Company’s existing senior secured credit facilities. In addition, the Company paid a dividend of approximately $160 million to its immediate parent, Dole Holding Company, LLC, which proceeds were used to repay in full its Second Lien Senior Credit Facility. The terms and covenants under the new senior secured credit facilities are similar to those under the Company’s existing senior secured credit facilities except that the new facilities do not contain financial maintenance or maximum capital expenditure covenants.

      Additionally, the Company entered into a new asset based revolving credit facility of $350 million. The facility will be secured and will be subject to a borrowing base consisting of up to 85% of eligible accounts receivable plus a predetermined percentage of eligible inventory.

      The purposes of the refinancing include increasing the combined size of the Company’s revolving credit and letter of credit facilities and eliminating certain financial maintenance covenants, realizing currency gains arising out of the Company’s existing senior secured credit facilities, and refinancing of the higher-cost bank indebtedness of Dole Holding Company, LLC, at the lower-cost Dole Food Company, Inc. level. In connection with the refinancing, the Company obtained a waiver, with respect to the first quarter ended March 25, 2006, for certain covenants contained in the prior senior secured credit facilities.

Revolving Credit Facilities and Term Loans

      As of December 31, 2005, there was $137 million in outstanding borrowings under the Company’s $300 million revolving credit facilities. The balance of funds available under the revolving credit facilities could be used for borrowings to finance short-term working capital needs of the Company or for the issuance of letters of credit and bank guarantees up to $232.5 million. At December 31, 2005, after taking into account approximately $94.4 million of outstanding letters of credit and bank guarantees drawn against these facilities, the Company had approximately $68.6 million available under these revolvers. Borrowings under these facilities bore interest at certain percentages over the bank’s prime rate or LIBOR plus a predetermined spread. As of December 31, 2005, the weighted average variable interest rate on the revolving credit facilities was 6.5%.

      A commitment fee, which fluctuated between 0.25% and 0.375%, was required based on the total unused portion of the revolver. The Company paid a total of $0.7 million, $1.2 million and $1.6 million in commitment fees for the years ended December 31, 2005 and January 1, 2005 and for the three quarters ended January 3, 2004, respectively. No commitment fees were paid during the quarter ended March 22, 2003. Under the Company’s new senior secured credit facilities, the commitment fee is unchanged.

68

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      As of December 31, 2005, the term loan facilities consisted of $306.1 million of Term Loan A and $392 million of Term Loan B. The weighted average variable interest rates at December 31, 2005 for Term Loan A and Term loan B were 1.6% and 5.9%, respectively.

      In May 2005, the Company entered into an interest rate swap agreement in order to hedge future changes in interest rates. This agreement effectively converted borrowings under Term Loan A, which was variable-rate debt, to a fixed-rate basis through the term of the loan. The fair value of the swap at December 31, 2005 was $1.9 million. The interest rate swap fixed the interest rate at 2.05%.

      The revolving credit facilities and term loan facilities are collateralized by substantially all of the Company’s tangible and intangible assets, other than certain intercompany debt, certain equity interests and each of the Company’s U.S. manufacturing plants and processing facilities that has a net book value exceeding 1% of the Company’s net tangible assets.

Capital Lease Obligations

      At December 31, 2005, included in capital lease obligations is $78.6 million of vessel financings related to two vessel leases denominated in British pound sterling. The interest rates on these leases are based on LIBOR plus a spread. The remaining $2.4 million of capital lease obligations relate primarily to machinery and equipment and interest rates under these leases are fixed. The capital lease obligations are collateralized by the underlying leased assets.

Covenants

      Provisions under the recently repaid senior secured credit facilities and the indentures to the Company’s senior notes and debentures required the Company to comply with certain covenants. These covenants include financial performance measures, as well as limitations on, among other things, indebtedness, investments, loans to subsidiaries, employees and third parties, the issuance of guarantees and the payment of dividends. At December 31, 2005, the Company was in compliance with all applicable covenants.

Debt Issuance Costs

      Expenses related to the issuance of long-term debt are capitalized and amortized to interest expense over the term of the underlying debt. During the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, the Company amortized deferred debt issuance costs of $5.9 million, $8.9 million, $7.0 million and $0.2 million, respectively.

      The Company wrote off $10.7 million, $2.7 million and $12.6 million of deferred debt issuance costs during the years ended December 31, 2005 and January 1, 2005 and the three quarters ended January 3, 2004, respectively. The write off of debt issuance costs in 2005 resulted from the prepayment of $325 million of unsecured senior notes and $335 million of term loan facilities. In 2004, the write off of debt issuance costs resulted from the prepayment of term loan facilities of $106.5 million. The write-off of debt issuance costs in 2003 resulted from the prepayment of term loan facilities of $540 million, which included $400 million in connection with the May 2003 refinancing transaction.

69

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

Maturities of Notes Payable and Long-Term Debt

      Maturities with respect to notes payable and long-term debt as of December 31, 2005 were as follows (in thousands):

Fiscal Year	Amount
2006	$	26,414
2007		40,764
2008		40,400
2009		390,170
2010		738,573
Thereafter		790,936
Total	$	2,027,257

      These maturities include amounts that were payable under the Company’s recently repaid senior secured credit facilities.

Other

      In addition to amounts available under the revolving credit facilities, the Company’s subsidiaries have uncommitted lines of credit of approximately $85 million at various local banks, of which $79.3 million was available at December 31, 2005. These lines of credit lines are used primarily for short-term borrowings, foreign currency exchange settlement and the issuance of letters of credit or bank guarantees. Several of the Company’s uncommitted lines of credit expire in 2006 while others do not have a commitment expiration date. These arrangements may be cancelled at any time by the Company or the banks.

Note 11 — Employee Benefit Plans

      The Company sponsors a number of defined benefit pension plans covering certain employees worldwide. Benefits under these plans are generally based on each employee’s eligible compensation and years of service, except for certain hourly plans, which are based on negotiated benefits. In addition to pension plans, the Company has other postretirement benefit (“OPRB”) plans that provide certain health care and life insurance benefits for eligible retired employees. Covered employees may become eligible for such benefits if they fulfill established requirements upon reaching retirement age.

      For U.S. pension plans, the Company’s general policy is to fund the normal cost plus a 15-year amortization of the unfunded liability. Most of the Company’s international pension plans and all of its OPRB plans are unfunded.

      During 2001, two of the Company’s U.S. pension plans and a portion of its international pension plans were frozen. Effective January 1, 2002, no new salaried pension benefits will accrue, with the exception of a transition benefit for long-term employees. The assumption for the rate of compensation increase of 2.5% on the U.S. plans represents the rate associated with the remaining active U.S. participants whose benefits are negotiated under collective bargaining arrangements.

      In the third quarter of 2004, the Company terminated certain employees in Ecuador following a restructuring of one of the Company’s business units. In connection with this restructuring, the Company made severance payments and settled all pension benefit obligations in cash. As a result of these payments, the Company recognized expense of $8.8 million, of which $6.1 million related to a settlement loss in accordance with Statement of Financial Accounting Standards No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.

70

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      During 2005, the Company modified its existing postretirement medical plan by offering to certain retirees a medical plan under which Dole would be the secondary payer to Medicare, rather than the primary payer for these benefits. In addition, the Company’s prescription drug coverage will be provided through a self-insured program rather than a fully insured program. These changes resulted in a reduction of the projected benefit obligation for OPRB plans of approximately $6.7 million.

      The Company uses a December 31 measurement date for the majority of its plans.

71

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      The status of the Company’s defined benefit pension plans was as follows (in thousands):

		U.S. Pension Plans						International Pension Plans						OPRB Plans
		Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
		December 31,			January 1,			December 31,			January 1,			December 31,			January 1,
		2005			2005			2005			2005			2005			2005
		Successor			Successor			Successor			Successor			Successor			Successor
Change in projected benefit obligation
	Benefit obligation at beginning of period	$	311,705		$	278,863		$	63,876		$	62,198		$	77,117		$	78,212
	Service cost		1,683			2,780			5,489			4,098			406			93
	Interest cost		17,548			16,635			7,700			5,007			4,186			5,058
	Participant contributions		—			—			39			27			—			—
	Foreign currency exchange rate changes		—			—			(1,377	)		1,640			—			—
	Actuarial (gain) loss		(902	)		37,433			2,498			(790	)		1,924			(1,230	)
	Curtailments, settlements and terminations, net		—			—			971			5,611			—			—
	Benefits paid		(24,680	)		(24,006	)		(7,108	)		(14,622	)		(4,947	)		(5,016	)
	Plan amendments		—			—			—			—			(6,678	)		—
	Additional plans		—			—			—			707			—			—
	Benefit obligation at end of period	$	305,354		$	311,705		$	72,088		$	63,876		$	72,008		$	77,117
Change in plan assets
	Fair value of plan assets at beginning of period	$	223,000		$	223,621		$	2,925		$	2,439		$	—		$	—
	Actual return on plan assets		17,961			19,581			158			533			—			—
	Company contributions		14,022			3,804			7,112			14,587			4,947			5,016
	Participant contributions		—			—			39			27			—			—
	Foreign currency exchange rate changes		—			—			138			(39	)		—			—
	Benefits paid		(24,680	)		(24,006	)		(7,108	)		(14,622	)		(4,947	)		(5,016	)
	Curtailments, settlements and terminations, net		—			—			(32	)		—			—			—
	Other		—			—			376			—			—			—
	Fair value of plan assets at end of period	$	230,303		$	223,000		$	3,608		$	2,925		$	—		$	—
	Funded status	$	(75,051	)	$	(88,705	)	$	(68,480	)	$	(60,951	)	$	(72,008	)	$	(77,117	)
	Unrecognized net loss (gain)		35,449			37,098			6,159			3,697			1,021			(1,542	)
	Unrecognized prior service cost (benefit)		2			4			444			485			(7,287	)		(717	)
	Unrecognized net transition obligation		—			—			216			275			—			—
	Net balance sheet liability	$	(39,600	)	$	(51,603	)	$	(61,661	)	$	(56,494	)	$	(78,274	)	$	(79,376	)
Amounts recognized in the Consolidated Balance Sheets
Prepaid benefit cost		$	—		$	—		$	143		$	62		$	—		$	—
	Accrued benefit liability		(74,506	)		(88,022	)		(65,396	)		(59,996	)		(78,274	)		(79,376	)
	Intangible assets		2			4			621			651			—			—
	Accumulated other comprehensive loss		34,904			36,415			2,971			2,789			—			—
	Net amount recognized	$	(39,600	)	$	(51,603	)	$	(61,661	)	$	(56,494	)	$	(78,274	)	$	(79,376	)

72

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      The accumulated benefit obligation for all defined benefit pension plans was $366.5 million and $367.6 million at December 31, 2005 and January 1, 2005, respectively.

      The majority of the Company’s pension plans were underfunded at December 31, 2005, having accumulated benefit obligations exceeding the fair value of plan assets. At December 31, 2005, the additional minimum liability was $37.9 million. This resulted in an after-tax adjustment of $22.7 million that was recorded as a decrease of shareholders’ equity through accumulated other comprehensive loss in fiscal 2005. The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were as follows:

	December 31,		January 1,
	2005		2005
	Successor		Successor
	(In thousands)
Projected benefit obligation	$	376,955	$	375,060
Accumulated benefit obligation	$	366,139	$	367,247
Fair value of plan assets	$	233,434	$	225,486

      The components of net periodic benefit cost for the Company’s U.S. and international pension plans and OPRB plans were as follows (in thousands):

			U.S. Pension Plans												International Pension Plans
									Three												Three
			Year			Year			Quarters			Quarter			Year			Year			Quarters			Quarter
			Ended			Ended			Ended			Ended			Ended			Ended			Ended			Ended
			December 31,			January 1,			January 3,			March 22,			December 31,			January 1,			January 3,			March 22,
			2005			2005			2004			2003			2005			2005			2004			2003
			Successor			Successor			Successor			Predecessor			Successor			Successor			Successor			Predecessor
Components of net periodic benefit cost
	Service cost		$	1,683		$	2,780		$	2,084		$	649		$	5,489		$	4,098		$	2,469		$	813
	Interest cost			17,548			16,635			12,820			4,400			7,700			5,007			3,504			1,152
	Expected return on plan assets			(18,075	)		(18,795	)		(18,616	)		(6,205	)		(356	)		(247	)		(195	)		(61	)
	Amortization of:
		Unrecognized net loss (gain)		862			67			130			186			129			130			(15	)		(26	)
		Unrecognized prior service cost		2			3			2			3			65			65			51			73
		Unrecognized net transition (asset) obligation		—			(1	)		(8	)		(12	)		49			48			35			34
		Curtailments, settlements and terminations, net		—			—			—			—			819			6,492			79			—
		Other		—			—			—			—			—			—			—			1,017
			$	2,020		$	689		$	(3,588	)	$	(979	)	$	13,895		$	15,593		$	5,928		$	3,002

73

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

			OPRB Plans
									Three
			Year			Year			Quarters			Quarter
			Ended			Ended			Ended			Ended
			December 31,			January 1,			January 3,			March 22,
			2005			2005			2004			2003
			Successor			Successor			Successor			Predecessor
Components of net periodic benefit cost
	Service cost		$	406		$	93		$	65		$	21
	Interest cost			4,186			5,058			3,624			1,238
	Amortization of:
		Unrecognized net loss		—			28			17			56
		Unrecognized prior service benefit		(747	)		(138	)		(103	)		(147	)
			$	3,845		$	5,041		$	3,603		$	1,168

Assumptions

      Weighted-average assumptions used to determine benefit obligations at December 31, 2005 and January 1, 2005 are as follows:

		U.S. Pension						International
		Plans						Pension Plans						OPRB Plans
		2005			2004			2005			2004			2005			2004
Rate assumptions:
	Discount rate		5.75	%		5.75	%		9.08	%		8.70	%		5.64	%		5.75	%
	Rate of compensation increase		2.50	%		4.50	%		7.08	%		6.75	%		4.76	%		4.50	%

      Weighted-average assumptions used to determine net periodic benefit cost for the 2005 and 2004 years are as follows:

		U.S. Pension						International
		Plans						Pension Plans						OPRB Plans
		2005			2004			2005			2004			2005			2004
Rate assumptions:
	Discount rate		5.75	%		6.25	%		8.94	%		8.93	%		5.75	%		6.25	%
	Compensation increases		4.20	%		4.50	%		6.75	%		6.98	%		4.50	%		4.50	%
	Rate of return on plan assets		8.50	%		8.75	%		12.33	%		11.11	%		—			—

      International plan discount rates, assumed rates of increase in future compensation and expected long-term return on assets differ from the assumptions used for U.S. plans due to differences in the local economic conditions in the countries in which the international plans are based.

74

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      The accumulated postretirement benefit obligation (“APBO”) for the Company’s U.S. OPRB plan in 2005 and 2004 was determined using the following assumed annual rate of increase in the per capita cost of covered health care benefits:

	Year Ended			Year Ended
	December 31,			January 1,
Fiscal Year	2005			2005
2005		—			10%
2006		9	%		9%
2007		8	%		8%
2008		7	%		7%
2009		6	%		6%
2010		5.5	%		5.5%
2011 and thereafter		5.5	%		5.5%

      A one-percentage-point change in assumed health care cost trend rates would have the following impact on the Company’s OPRB plans (in thousands):

	One-Percentage-Point		One-Percentage-Point
	Increase		Decrease
Increase (decrease) in service and interest cost	$	556	$	(49	)
Increase (decrease) in APBO	$	5,480	$	(4,853	)

Plan Assets

      The Company’s U.S. pension plan weighted-average asset allocations at December 31, 2005 and January 1, 2005 by asset category, are as follows:

		Plan Assets at
		December 31,			January 1,
Asset Category		2005			2005
Fixed income securities			39.0	%		38.2	%
Equity securities			58.0	%		58.0	%
Alternative investments			3.0	%		3.8	%
	Total		100	%		100	%

      The plan’s asset allocation includes a mix of fixed income investments designed to reduce volatility and equity investments designed to maintain funding ratios and long-term financial health of the plan. The equity investments are diversified across U.S. and international stocks as well as growth, value, and small and large capitalizations.

      Alternative investments such as private equity and distressed debt are used to enhance long-term returns while improving portfolio diversification. The Company employs a total return investment approach whereby a mix of fixed income and equity investments is used to maximize the long-term return of plan assets with a prudent level of risk. The objectives of this strategy are to achieve full funding of the accumulated benefit obligation, and to achieve investment experience over time that will minimize pension expense volatility and minimize the Company’s contributions required to maintain full funding status. Risk tolerance is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.

75

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      The following is the plan’s target asset mix, which management believes provides the optimal tradeoff of diversification and long-term asset growth:

	Target
Asset Class	Allocation
Fixed income securities		40	%
Equity securities		55	%
Alternative investments		5	%

      The pension plan did not hold any of the Company’s common stock at December 31, 2005 and January 1, 2005.

      The Company determines the expected return on pension plan assets based on an expectation of average annual returns over an extended period of years. This expectation is based, in part, on the actual returns achieved by the Company’s pension plans over the prior ten-year period. The Company also considers the weighted-average historical rate of returns on securities with similar characteristics to those in which the Company’s pension assets are invested.

      The Company applies the “10% corridor” approach to amortize unrecognized actuarial gains (losses) on both its U.S. and international pension and OPRB plans. Under this approach, only actuarial gains (losses) that exceed 10% of the greater of the projected benefit obligation or the market-related value of the plan assets are amortized. The amortization period is based on the average remaining service period of active employees expected to receive benefits under each plan. For the year ended December 31, 2005, the average remaining service period used to amortize unrecognized actuarial gains (losses) for its domestic plans was approximately 10 years.

Plan Contributions and Estimated Future Benefit Payments

      During 2005, the Company contributed $12 million to its qualified U.S. pension plan, which included voluntary contributions above the minimum requirements for the plan. Under the Internal Revenue Service funding requirements, no contribution will be required for 2006. However, the Company may make contributions to its U.S. qualified plan in 2006 at its election. The Company expects to make payments related to its unfunded U.S. and foreign pension and OPRB plans of $11.8 million in 2006. Future contributions to the U.S. pension plan in excess of the minimum funding requirements are voluntary and may change depending on the Company’s operating performance or at management’s discretion.

      The following table presents estimated future benefit payments (in thousands):

			International
	U.S. Pension		Pension
Fiscal Year	Plans		Plans		OPRB Plans
2006	$	23,658	$	4,454	$	5,639
2007		23,222		4,922		5,749
2008		22,902		5,529		5,778
2009		22,475		6,403		5,720
2010		22,163		6,986		5,611
2011-2015		105,801		47,451		25,922
Total	$	220,221	$	75,745	$	54,419

76

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

Defined Contribution Plans

      The Company offers defined contribution plans to eligible employees. Such employees may defer a percentage of their annual compensation in accordance with plan guidelines. Some of these plans provide for a Company match that is subject to a maximum contribution as defined by the plan. Company contributions to its defined contribution plans totaled $9.6 million, $12.0 million, $5.6 million and $5.3 million in the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively.

Multi-Employer Plans

      The Company is also party to various industry-wide collective bargaining agreements that provide pension benefits. Total contributions to these plans for eligible participants were approximately $3.6 million, $3.6 million, $3.0 million and $0.9 million in the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively.

Medicare Modernization Act

      The Medicare Prescription Drug, Improvements and Modernization Act of 2003 (the “Act”) was signed into law in December 2003. The Act introduced a prescription drug benefit under Medicare (“Medicare Part D”), as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to Medicare Part D. In May 2004, the FASB issued Staff Position No. 106-2 (“FSP 106-2”), Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. FSP 106-2 became effective for interim or annual periods beginning after June 15, 2004. The Company determined that the benefits provided by certain of its postretirement health care plans are actuarially equivalent to Medicare Part D and thus qualify for the subsidy under the Act. The expected subsidy was recognized in the 2004 year-end measurement of obligations and reduced the APBO by $8.1 million. This amount was based on the estimated impact of the Act, pending further guidance. The estimate was remeasured in 2005 based on final regulations and other information and accordingly, the Company recorded an increase in the APBO of $2.5 million, for a net $5.6 million decrease in the APBO as a result of the Act. The increase in the APBO of $2.5 million was recognized as an actuarial loss in 2005. The net periodic benefit cost for 2005 was reduced by approximately $0.5 million due to the expected subsidy.

Note 12 — Shareholders’ Equity

      In connection with the going-private merger transaction described in Note 3, shareholders’ equity was adjusted to reflect Mr. Murdock’s continuing residual interest in the Company at its original cost plus his share of the Company’s earnings, losses, dividends and other equity adjustments since the date of his original acquisition.

      The Company’s authorized share capital as of December 31, 2005 and January 1, 2005 consisted of 1,000 shares of $0.001 par value common stock of which 1,000 shares were issued and outstanding. All issued and outstanding shares are owned by Dole Holding Company, LLC, a Delaware limited liability company, and a direct, wholly-owned subsidiary of HoldCo.

      In July 2004, Dole Holding Company, LLC borrowed $150 million under a Second Lien Senior Credit Agreement, which has now been repaid. Amounts borrowed under this agreement were available for distribution to HoldCo or contribution and/or loan to the Company. During the third quarter of 2004, $100 million of these borrowings were contributed to the Company.

77

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      During the year ended December 31, 2005, the Company declared and paid dividends of $77.3 million to Dole Holding Company, LLC. As planned, the dividends are a partial return of the $100 million capital contribution made to the Company by Dole Holding Company, LLC during 2004.

      During the year ended January 1, 2005, the Company paid cash dividends of $20 million to Dole Holding Company, LLC. In addition, the Company entered into a transaction with a related party to exchange similarly valued land. The Company subsequently leased the land to a subsidiary of HoldCo to be used in the construction of a hotel, spa and wellbeing center by such subsidiary. Due to its terms, the lease was treated for accounting purposes as a distribution of land and reflected as a non-cash dividend of $6.3 million to Dole Holding Company, LLC in the consolidated financial statements. The non-cash dividend represents the tax-adjusted value of land used in the construction of the hotel, spa and wellbeing center.

      No dividends were declared during the three quarters ended January 3, 2004. Prior to the privatization, during the quarter ended March 22, 2003, the Company declared and paid dividends of approximately $8.4 million on its common shares.

      The Company’s ability to declare future dividends is restricted under the terms of its senior secured credit facilities and bond indentures.

      Comprehensive income consists of changes to shareholders’ equity, other than contributions from or distributions to shareholders, and net income. The Company’s other comprehensive income principally consists of unrealized foreign currency translation gains and losses, unrealized gains and losses on cash flow hedging instruments and additional minimum pension liability. The components of, and changes in, accumulated other comprehensive income are presented in the Company’s Consolidated Statements of Shareholders’ Equity.

Note 13 — Business Segments

      The Company has four primary reportable operating segments: fresh fruit, fresh vegetables, packaged foods, and fresh-cut flowers. The fresh fruit segment contains several operating segments that produce and market primarily fresh fruit to wholesale, retail and institutional customers worldwide. The fresh vegetables segment contains operating segments that primarily produce and market commodity vegetables and ready-to-eat packaged salads to wholesale, retail and institutional customers mostly in North America, Europe and Asia. Both the fresh fruit and fresh vegetable segments sell produce grown by a combination of Company-owned and independent farms. The packaged foods segment contains several operating segments that produce and market packaged foods, including fruit, juices and snack foods. The Company’s fresh-cut flowers segment sources, imports and markets fresh-cut flowers, grown mainly in Colombia, primarily to wholesale florists and supermarkets in the United States. These reportable segments are managed separately due to differences in their products, production processes, distribution channels and customer bases.

      Management evaluates and monitors segment performance primarily through earnings before interest expense and income taxes (“EBIT”). EBIT is calculated by adding interest expense and income tax expense to net income. In 2005, EBIT is calculated by adding income from discontinued operations, net of income tax expense, interest expense and income tax expense to net income. Management believes that segment EBIT provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each segment in relation to the Company as a whole. EBIT is not defined under accounting principles generally accepted in the United States of America (“GAAP”) and should not be considered in isolation or as a substitute for net income or cash flow measures prepared in accordance with GAAP or as a measure of the Company’s profitability. Additionally, the Company’s computation of EBIT may not be comparable to other similarly titled measures computed by other companies, because not all companies calculate EBIT in the same fashion.

78

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      Accounting policies for the primary reportable operating segments, other operating segments, and corporate are the same as those described in the summary of significant accounting policies (Note 2). The results of operations and financial position of the four primary reportable operating segments, other operating segments and corporate were as follows:

Results of Operations:

								Three Quarters			Quarter
								Ended			Ended
								January 3,			March 22,
		2005			2004			2004			2003
		Successor			Successor			Successor			Predecessor
		(In thousands)
Revenues from external customers
	Fresh fruit	$	3,717,020		$	3,535,666		$	2,409,029		$	725,115
	Fresh vegetables		1,083,227			887,409			673,719			176,865
	Packaged foods		854,230			691,780			470,514			116,712
	Fresh-cut flowers		171,259			169,845			119,580			48,506
	Other operating segments		44,875			31,502			27,129			5,972
		$	5,870,611		$	5,316,202		$	3,699,971		$	1,073,170
EBIT
	Fresh fruit	$	205,191		$	257,880		$	165,007		$	70,174
	Fresh vegetables		11,375			58,645			46,749			16,703
	Packaged foods		87,495			64,191			23,419			11,693
	Fresh-cut flowers		(5,094	)		1,853			(5,602	)		6,394
	Other operating segments		619			306			289			65
	Total operating segments		299,586			382,875			229,862			105,029
	Corporate		(70,298	)		(70,262	)		(75,742	)		(11,494	)
Interest expense			142,716			152,704			124,491			19,647
Income from continuing operations before income tax expense		$	86,572		$	159,909		$	29,629		$	73,888

      Corporate EBIT includes general and administrative costs not allocated to operating segments.

      Substantially all of the Company’s equity earnings in unconsolidated subsidiaries, which have been included in EBIT in the table above, relate to the fresh fruit operating segment.

79

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

Financial Position:

		December 31,		January 1,
		2005		2005
		Successor		Successor
		(In thousands)
Total assets
	Fresh fruit	$	2,301,090	$	2,285,228
	Fresh vegetables		451,490		429,556
	Packaged foods		639,999		563,297
	Fresh-cut flowers		153,565		144,137
	Other operating segments		12,478		11,886
	Total operating segments		3,558,622		3,434,104
	Corporate		851,105		887,526
		$	4,409,727	$	4,321,630

      Depreciation and amortization and capital additions by segment were as follows:

						Three Quarters		Quarter
						Ended		Ended
						January 3,		March 22,
		2005		2004		2004		2003
		Successor		Successor		Successor		Predecessor
		(In thousands)
Depreciation and amortization
	Fresh fruit	$	94,481	$	91,504	$	68,923	$	16,354
	Fresh vegetables		15,602		14,789		13,208		3,260
	Packaged foods		30,704		26,012		14,306		2,502
	Fresh-cut flowers		4,603		5,807		4,626		1,360
	Other operating segments		675		582		469		96
	Corporate		3,744		6,299		5,234		1,479
		$	149,809	$	144,993	$	106,766	$	25,051
Capital additions
	Fresh fruit	$	100,358	$	59,471	$	77,054	$	1,630
	Fresh vegetables		17,691		12,219		12,407		35
	Packaged foods		21,845		18,382		7,901		1,898
	Fresh-cut flowers		2,324		5,220		1,136		29
	Other operating segments		2,555		852		1,279		—
	Corporate		1,533		5,523		2,194		643
		$	146,306	$	101,667	$	101,971	$	4,235

80

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      The Company’s revenues from external customers and tangible long-lived assets by country/region were as follows:

						Three Quarters		Quarter
						Ended		Ended
						January 3,		March 22,
		2005		2004		2004		2003
		Successor		Successor		Successor		Predecessor
		(In thousands)
Revenues from external customers
	United States	$	2,707,460	$	2,302,624	$	1,716,234	$	511,297
	Euro zone countries		1,077,639		1,036,441		691,988		204,206
	Japan		641,969		673,842		485,532		112,873
	Sweden		479,888		462,854		326,791		93,179
	Canada		141,642		99,484		57,311		17,235
	Other international		822,013		740,957		422,115		134,380
		$	5,870,611	$	5,316,202	$	3,699,971	$	1,073,170

      In the Other international category above, there are no individual countries whose revenues from external customers are considered material.

		December 31,		January 1,
		2005		2005
		Successor		Successor
		(In thousands)
Tangible long-lived assets
	United States	$	707,690	$	731,033
	Oceangoing assets		219,703		244,970
	Philippines		142,273		119,942
	Costa Rica		130,421		114,763
	Honduras		85,184		87,255
	Chile		83,929		77,420
	Ecuador		81,323		77,435
	Other international		211,906		195,609
		$	1,662,429	$	1,648,427

Note 14 — Operating Leases and Other Commitments

      In addition to obligations recorded on the Company’s Consolidated Balance Sheet as of December 31, 2005, the Company has commitments under cancelable and non-cancelable operating leases, primarily for land, equipment and office warehouse facilities. A significant portion of the Company’s lease payments are fixed. Total rental expense, including rent related to cancelable and non-cancelable leases, was $130 million, $101.4 million, $75.9 million, and $22.5 million (net of sublease income of $15.9 million, $15.1 million, $11.7 million and $3.4 million) for the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively.

      The Company’s corporate aircraft lease agreement includes a residual value guarantee. The maximum exposure, which would occur if the fair value of the aircraft is less than $20 million at the termination of the lease in 2010, is approximately $8.2 million.

81

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      As of December 31, 2005, the Company’s aggregate cancelable and non-cancelable minimum lease commitments, including residual value guarantees, before sublease income, were as follows (in thousands):

Fiscal Year	Cancelable		Non-Cancelable		Total
2006	$	9,651	$	93,938	$	103,589
2007		9,059		64,938		73,997
2008		9,274		56,695		65,969
2009		9,279		28,224		37,503
2010		8,736		27,725		36,461
Thereafter		58,104		85,269		143,373
Total	$	104,103	$	356,789	$	460,892

      Total expected future sublease income is $45.4 million.

      The Company’s cancelable leases relate primarily to land leases in the Philippines, where foreign land ownership is prohibited under current law.

      In order to secure sufficient product to meet demand and to supplement the Company’s own production, the Company has entered into non-cancelable agreements primarily with independent growers primarily in Latin America to purchase substantially all of their production subject to market demand and product quality. Prices under these agreements are generally fixed and contract terms range from one to ten years. Total purchases under these agreements were $433.4 million, $340.1 million, $242.3 million and $56.3 million for the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003 respectively.

      At December 31, 2005, aggregate future payments under such purchase commitments (based on December 31, 2005 pricing and volumes) are as follows (in thousands):

Fiscal Year	Amount
2006	$	404,194
2007		300,773
2008		239,943
2009		208,598
2010		172,640
Thereafter		375,584
	$	1,701,732

      In order to ensure a steady supply of packing supplies and to maximize volume incentive rebates, the Company has entered into contracts with certain suppliers for the purchase of packing supplies, as defined in the respective agreements, over periods of up to five years. Purchases under these contracts for the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003 were approximately $227.3 million, $181.8 million, $117.8 million and $34.1 million, respectively.

82

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

      Under these contracts, the Company was committed at December 31, 2005, to purchase packing supplies, assuming current price levels, as follows (in thousands):

Fiscal Year	Amount
2006	$	190,753
2007		106,007
2008		104,727
2009		30,885
2010		30,885
	$	463,257

      The Company has numerous collective bargaining agreements with various unions covering approximately 43% of the Company’s hourly full time and seasonal employees. Of the unionized employees, 43% are covered under a collective bargaining agreement that will expire within one year and the remaining 57% are covered under collective bargaining agreements expiring beyond the upcoming year. These agreements are subject to periodic negotiation and renewal. Failure to renew any of these collective bargaining agreements may result in a strike or work stoppage; however management does not expect that the outcome of these negotiations and renewals will have a material adverse impact on the Company’s financial condition or results of operations.

Note 15 — Derivative Financial Instruments

      The Company is exposed to foreign currency exchange rate fluctuations, bunker fuel price fluctuations and interest rate changes in the normal course of its business. As part of its risk management strategy, the Company uses derivative instruments to hedge certain foreign currency, bunker fuel and interest rate exposures. The Company’s objective is to offset gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them, thereby reducing volatility of earnings. The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

      Statement of Financial Accounting Standards No. 133 (“FAS 133”), Accounting for Derivative Instruments and Hedging Activities, as amended, establishes accounting and reporting standards requiring that every derivative instrument be recorded in the balance sheet as either an asset or liability and measured at fair value. FAS 133 also requires that changes in the derivative’s fair value be recognized currently in earnings unless specific criteria are met and that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. For those instruments that qualify for hedge accounting as cash flow hedges, any unrealized gains or losses are included in accumulated other comprehensive income, with the corresponding asset or liability recorded on the balance sheet. The Company’s hedges consist of cash flow hedges. Any portion of a cash flow hedge that is deemed to be ineffective is recognized into current period earnings. When the transaction underlying the hedge is recognized into earnings, the related other comprehensive income (loss) is reclassified to current period earnings. Foreign currency exchange gains and losses associated with hedges are recorded as a component of cost of products sold in the consolidated statements of income. Gains and losses related to the interest rate swap are recorded as a component of interest expense in the consolidated statements of income.

      The Company estimates the fair values of its derivatives based on quoted market prices or pricing models using current market rates and records all derivatives on the balance sheet at fair value.

83

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

Foreign Currency Hedges

      Some of the Company’s divisions operate in functional currencies other than the U.S. dollar. As a result, the Company enters into cash flow derivative instruments to hedge portions of anticipated revenue streams and operating expenses. At December 31, 2005, the Company had forward contract hedges for forecasted revenue transactions denominated in Japanese yen and for forecasted operating expenses denominated in Colombian pesos, Chilean pesos and Thai baht. The Company uses foreign currency exchange forward contracts and participating forward contracts to reduce its risk related to anticipated dollar equivalent foreign currency cash flows. The change in the fair value of these contracts relating to hedge ineffectiveness was not significant.

      In addition, the net assets of these divisions are exposed to foreign currency translation gains and losses, which are included as a component of accumulated other comprehensive income in shareholders’ equity. The Company has historically not attempted to hedge this equity risk.

      The Company recorded a gain of $2 million, a loss of $11.6 million and a loss of $8.6 million related to the settlement of foreign currency exchange contracts for the years ended December 31, 2005, January 1, 2005 and January 3, 2004, respectively. At December 31, 2005, certain Colombian peso hedges did not receive hedge accounting treatment under FAS 133. The unrealized gain associated with these hedges was $0.5 million.

      At December 31, 2005, the gross notional and unrecognized gains (losses) of the Company’s foreign currency hedges were as follows (in thousands):

	Gross		Unrecognized
	Notional		Gains			Average Strike		Settlement
	Value		(Losses)			Price		Year
Foreign Currency Hedges:
Japanese yen	$	3,260	$	27			¥112.3		2006
Thai baht		51,999		353			THB 41.4		2006
Chilean peso		8,831		213			CLP 522.8		2006
Colombian peso		29,087		(134	)		COP 2,288.1		2006
Total			$	459

      There were no outstanding foreign currency hedges at January 1, 2005. The unrecognized gains and losses at December 31, 2005 are expected to be recognized into earnings during 2006.

Bunker Fuel Hedges

      The Company enters into bunker fuel hedges for its shipping operations to reduce its risk related to price fluctuations on anticipated bunker fuel purchases. At December 31, 2005, the Company had Houston fuel oil forward contracts with a notional value of $2.5 million that require conversion of approximately 9,800 metric tons of fuel at a price of $252 per metric ton. The Company also had Rotterdam fuel oil forward contracts with a notional value of $2.5 million that require conversion of approximately 9,900 metric tons of fuel at a price of $253 per metric ton. Settlement of these contracts occurred during the first quarter of 2006. The fair values of the bunker fuel hedges were assets of $0.5 million and $0.2 million at December 31, 2005 and January 1, 2005, respectively. The change in the fair value of these contracts relating to hedge ineffectiveness was not significant.

      The Company recorded a gain of $3.3 million related to the settlement of bunker fuel contracts for the year ended December 31, 2005.

84

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

Interest Rate Swap

      As discussed in Note 10, the Company entered into an interest rate swap agreement to fix Term Loan A borrowings under its recently repaid senior secured credit facilities, which were denominated in Japanese yen, and bore interest at certain percentages over Japanese LIBOR. The Company was exposed to interest rate risk for changes in the Japanese LIBOR rate. The interest rate swap agreement fixed the interest rate at 2.05%. The notional amount of the interest rate swap and the termination date matched the principal amounts and maturity date of Term Loan A. The fair value of the swap at December 31, 2005 was an asset of $1.9 million. For the year ended December 31, 2005, $1 million was recognized as interest expense in the consolidated statement of income related to the swap.

Credit Risk

      The counterparties to the foreign currency exchange forward contracts, bunker fuel hedges and the interest rate swap consist of a number of major international financial institutions. The Company has established counterparty guidelines and regularly monitors its positions and the financial strength of these institutions. While counterparties to hedging contracts expose the Company to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. The Company does not anticipate any such losses.

Note 16 — Contingencies

      The Company is a guarantor of indebtedness of some of its key fruit suppliers and other entities integral to the Company’s operations. At December 31, 2005, guarantees of $2.6 million consisted primarily of amounts advanced under third party bank agreements to independent growers that supply the Company with product. The Company has not historically experienced any significant losses associated with these guarantees.

      As part of its normal business activities, the Company and its subsidiaries also provide guarantees to various regulatory authorities, primarily in Europe, in order to comply with foreign regulations when operating businesses overseas. These guarantees relate to customs duties and the now-eliminated banana import license fees that were granted to the European Union member states’ agricultural authority. These guarantees are obtained from commercial banks in the form of letters of credit or bank guarantees. In addition, the Company issues letters of credit and bonds through major banking institutions and insurance companies as required by certain vendor and other operating agreements. As of December 31, 2005, total letters of credit and bonds outstanding were $121.8 million.

      The Company also provides various guarantees, mostly to foreign banks, in the course of its normal business operations to support the borrowings, leases and other obligations of its subsidiaries. The Company guaranteed $127.7 million of its subsidiaries’ obligations to their suppliers and other third parties as of December 31, 2005.

      The Company has change of control agreements with certain key executives, under which severance payments and benefits would become payable in the event of specified terminations of employment following a change of control (as defined) of the Company. The going-private merger transaction (Note 3) did not trigger the change of control provisions as outlined in these agreements. Refer to Item 11 of this Form 10-K, under the heading “Employment, Severance and Change of Control Arrangements” for additional information concerning the change of control agreements.

      The Company is involved from time to time in claims and legal actions incidental to its operations, both as plaintiff and defendant. The Company has established what management currently believes to be adequate reserves for pending legal matters. These reserves are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as changes in the pending case load (including resolved and new matters), opinions of legal counsel, individual developments in court proceedings,

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changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery, and past experience in defending and settling similar claims. In the opinion of management, after consultation with outside counsel, the claims or actions to which the Company is a party are not expected to have a material adverse effect, individually or in the aggregate, on the Company’s financial condition or results of operations.

      A significant portion of the Company’s legal exposure relates to lawsuits pending in the United States and in several foreign countries, alleging injury as a result of exposure to the agricultural chemical DBCP (1,2-dibromo-3-chloropropane). DBCP was manufactured by several chemical companies including Dow and Shell and registered by the U.S. government for use on food crops. The Company and other growers applied DBCP on banana farms in Latin America and the Philippines and on pineapple farms in Hawaii. Specific periods of use varied among the different locations. The Company halted all purchases of DBCP, including for use in foreign countries, when the U.S. EPA cancelled the registration of DBCP for use in the United States in 1979. That cancellation was based in part on a 1977 study by a manufacturer which indicated an apparent link between male sterility and exposure to DBCP among factory workers producing the product, as well as early product testing done by the manufacturers showing testicular effects on animals exposed to DBCP. To date, there is no reliable evidence demonstrating that field application of DBCP led to sterility among farm workers, although that claim is made in the pending lawsuits. Nor is there any reliable scientific evidence that DBCP causes any other injuries in humans, although plaintiffs in the various actions assert claims based on cancer, birth defects and other general illnesses.

      Currently there are 554 lawsuits, in various stages of proceedings, alleging injury as a result of exposure to DBCP or seeking enforcement of Nicaraguan judgments. Seventeen of these lawsuits are currently pending in various jurisdictions in the United States. One case pending in Los Angeles Superior Court with 13 Nicaraguan plaintiffs has a trial date of July 17, 2006. The remaining cases are pending in Latin America and the Philippines, including 347 labor cases pending in Costa Rica under that country’s national insurance program. Claimed damages in DBCP cases worldwide total approximately $35.2 billion, with the lawsuits in Nicaragua representing approximately 85% of this amount. In almost all of the non-labor cases, the Company is a joint defendant with the major DBCP manufacturers and, typically, other banana growers. Except as described below, none of these lawsuits has resulted in a verdict or judgment against the Company.

      In Nicaragua, 168 cases are currently filed in various courts throughout the country, with all but one of the lawsuits brought pursuant to Law 364, an October 2000 Nicaraguan statute that contains substantive and procedural provisions that Nicaragua’s Attorney General formally opined are unconstitutional. In October 2003, the Supreme Court of Nicaragua issued an advisory opinion, not connected with any litigation, that Law 364 is constitutional.

      Seventeen cases have resulted in judgments in Nicaragua: $489.4 million (nine cases consolidated with 468 claimants) on December 11, 2002; $82.9 million (one case with 58 claimants) on February 25, 2004; $15.7 million (one case with 20 claimants) on May 25, 2004; $4 million (one case with four claimants) on May 25, 2004; $56.5 million (one case with 72 claimants) on June 14, 2004; $64.8 million (one case with 86 claimants) on June 15, 2004; $27.7 million (one case with 39 claimants) on March 17, 2005.; $98.5 million (150 claimants) on August 8, 2005; and $46.4 million (one case with 62 claimants) on August 20, 2005.

      Thirty-two new cases have recently been filed in civil courts in Managua (8) and Chinandega (24). In addition, there are 20 active cases currently pending in civil courts in Managua (10), Chinandega (8) and Puerto Cabezas (2), all of which have been brought under Law 364 except for one of the cases pending in Chinandega. Six of the active cases pending before the court in Chinandega have been consolidated for trial, which seeks $3.4 billion on behalf of 1,708 claimants. Trial in this consolidated case commenced November 25, 2005. In the 19 active cases under Law 364, except for one case in Chinandega and one in Managua, the Company has sought to have the cases returned to the United States pursuant to Law 364. Notwithstanding, the Chinandega court denied the Company’s request in the six consolidated cases pending there; the

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Managua court denied the Company’s request with respect to one of the cases pending there; and the court in Puerto Cabezas denied the Company’s request with respect to the two cases there. The Company’s requests as to eight of the cases in Managua are still pending; and the Company expects to make similar requests in the remaining two cases at the appropriate time. The Company has appealed the two decisions of the court in Puerto Cabezas, the decision of the court in Managua and the six decisions of the court in Chinandega.

      The claimants’ attempted enforcement of the December 11, 2002 judgment for $489.4 million in the United States resulted in a dismissal with prejudice of that action by the United States District Court for the Central District of California on October 20, 2003. The claimants have voluntarily dismissed their appeal of that decision which was pending before the United States Court of Appeals for the Ninth Circuit. Defendants’ motion for sanctions against Plaintiffs’ counsel is still pending before the Court of Appeals in that case.

      Claimants have also indicated their intent to seek enforcement of the Nicaraguan judgments in Colombia, Ecuador, Venezuela and other countries in Latin America and elsewhere, including the United States. In Venezuela, the claimants are attempting to enforce five of the Nicaraguan judgments in that country’s Supreme Court: $489.4 million (December 11, 2002); $82.9 million (February 25, 2004); $15.7 million (May 25, 2004); $56.5 million (June 14, 2004); and $64.8 million (June 15, 2004). An action recently filed to enforce the $27.7 million Nicaraguan judgment (March 17, 2005) in the Colombian Supreme Court was dismissed. In Ecuador, the claimants attempted to enforce the five Nicaraguan judgments issued between February 25, 2004 through June 15, 2004 in the Ecuador Supreme Court. The First, Second and Third Chambers of the Ecuador Supreme Court issued rulings refusing to consider those enforcement actions on the ground that the Supreme Court was not a court of competent jurisdiction for enforcement of a foreign judgment. The plaintiffs subsequently refiled those five enforcement actions in the civil court in Guayaquil, Ecuador. Two of these subsequently filed enforcement actions have been dismissed by the 3rd Civil Court — $15.7 million (May 25, 2004) — and the 12th Civil Court — $56.5 million (June 14, 2004) — in Guayaquil; plaintiffs have sought reconsideration of those dismissals. The remaining three enforcement actions are still pending.

      The Company believes that none of the Nicaraguan civil trial courts’ judgments will be enforceable against any Dole entity in the U.S. or in any other country, because Nicaragua’s Law 364 is unconstitutional and violates international principles of due process. Among other things, Law 364 is an improper “special law” directed at particular parties; it requires defendants to pay large, non-refundable deposits in order to even participate in the litigation; it provides a severely truncated procedural process; it establishes an irrebuttable presumption of causation that is contrary to the evidence and scientific data; and it sets unreasonable minimum damages that must be awarded in every case.

      As to all the DBCP matters, the Company has denied liability and asserted substantial defenses. The Company has also engaged in efforts to resolve pending litigation and claims in the U.S. and Latin America. Although no assurance can be given concerning the outcome of these cases, in the opinion of management, after consultation with legal counsel and based on past experience defending and settling DBCP claims, the pending lawsuits are not expected to have a material adverse effect on the Company’s financial condition or results of operations.

      European Union Antitrust Inquiry and U.S. Class Action Lawsuits: The European Commission (“EC”) is investigating alleged violations of European Union competition (antitrust) laws by banana and pineapple importers and distributors operating within the European Economic Area (“EEA”). On June 2 and 3, 2005, the EC conducted a search of certain of the Company’s offices in Europe. During this same period, the EC also conducted similar unannounced searches of other companies’ offices located in the European Union. The Company is cooperating with the EC and has responded to the EC’s information requests. Although no assurances can be given concerning the course or outcome of that EC investigation, the Company believes that it has not violated the European Union competition laws.

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      Following the public announcement of the EC searches, a number of class action lawsuits were filed against the Company and three competitors in the U.S. District Court for the Southern District of Florida. The lawsuits were filed on behalf of entities that directly or indirectly purchased bananas from the defendants and have now been consolidated into two separate class action lawsuits: one by direct purchasers (customers); and another by indirect purchasers (those who purchased bananas from customers). Both consolidated class action lawsuits allege that the defendants conspired to artificially raise or maintain prices and control or restrict output of bananas. The Company believes these lawsuits are without merit.

      Honduran Tax Case: In 2005, the Company received a tax assessment from Honduras of approximately $137 million relating to the disposition of all of the Company’s interest in Cervecería Hondureña, S.A in 2001. The Company believes the assessment is without merit and filed an appeal with the Honduran tax authorities, which was denied. As a result of the denial in the administrative process, in order to negate the tax assessment, on August 5, 2005, the Company proceeded to the next stage of the appellate process by filing a lawsuit against the Honduran government, in the Honduran Administrative Tax Trial Court. The Honduran government is seeking dismissal of the lawsuit and attachment of assets, which the Company is challenging. No reserve has been provided for this assessment.

Note 17 — Related Party Transactions

      In September 1998, the Company acquired 60% of Saba. On December 30, 2004, the Company acquired the remaining 40% minority interest of Saba (Note 5). Prior to the Company’s acquisition of the minority interest, the 40% minority interest was held 25% by another Swedish company and 15% by a Swedish co-op. As part of its normal operations, Saba routinely sells fresh fruit, vegetables and flowers to entities in which these minority shareholders are principal owners. Revenues from these entities were $349.6 million, $251.3 million and $75.7 million during the year ended January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively.

      On March 28, 2003, the Company completed the going-private merger transaction with DHM Holding Company, Inc. and became wholly owned by David H. Murdock, the Company’s Chairman and Chief Executive Officer, through DHM Holding Company, Inc. (Note 3).

      Mr. Murdock owns Castle & Cooke, Inc. (“Castle”) as well as a transportation equipment leasing company, a private dining club and a private country club, which supply products and provide services to numerous customers and patrons. During the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, the Company paid Mr. Murdock’s companies an aggregate of approximately $7.2 million, $5.2 million, $3.8 million and $1.2 million, respectively, primarily for the rental of truck chassis, generator sets and warehousing services. Castle purchased approximately $4 million, $0.4 million, $0.3 million and $0.1 million of products from the Company during the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively. The Company had a number of other transactions with Castle and other entities owned by Mr. Murdock, generally on an arms-length basis, none of which, individually or in the aggregate, were material.

      The Company and Castle are responsible for 68% and 32%, respectively, of all obligations under an aircraft lease arrangement. The Company and Castle have agreed that each party would be responsible for the direct costs associated with its use of this aircraft, and that all other indirect costs would be shared in proportion to each party’s lease obligation percentage. During the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, the Company’s proportionate share of the direct and indirect costs for this aircraft was $1.9 million, $2.3 million, $1.5 million and $0.5 million, respectively.

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      In 2003, the Company and Castle began operating their risk management departments on a joint basis. This arrangement enables the Company and Castle to leverage their buying power to optimize their position in the insurance market and take advantage of the market relationships that both companies developed over the years. The Company and Castle share insurance procurement and premium costs based on the relative risk borne by each company as determined under methodologies used by the insurance underwriters. Administrative costs of the risk management department are shared on a 50-50 basis. The Company’s share of the risk management department’s costs during each of the years ended December 31, 2005, January 1, 2005 and January 3, 2004 were approximately $0.2 million, $0.1 million and $0.1 million, respectively.

      The Company retains risk for commercial property losses sustained by the Company and Castle totaling $4 million in the aggregate and $4 million per occurrence, above which the Company has coverage provided through third party insurance carriers. The arrangement, entered into on April 1, 2005 and expiring March 31, 2006, provides for premiums to be paid to the Company by Castle quarterly beginning March 31, 2005 in exchange for the Company’s retained risk. The Company received approximately $0.7 million and $1 million from Castle during the years ended December 31, 2005 and January 1, 2005, respectively. No amounts were paid by Castle under this arrangement during the year ended January 3, 2004. The Company paid approximately $0.2 million and $0.3 million to Castle for property losses in 2005 and 2004, respectively.

      During September 2004, the Company and Castle entered into a tax-free real estate exchange agreement in which the Company transferred unimproved and improved real properties located in California and Hawaii, having an independently appraised aggregate fair market value of approximately $17.3 million, for Castle’s unimproved real property located in Westlake Village, California having substantially the same, independently appraised fair market value. Since the exchange of land was between two entities under common control, no gain was recognized on the exchange. Refer to Note 12 for further information.

      The Company had outstanding net accounts receivable of $0.2 million from Castle at December 31, 2005 and outstanding net accounts payable of $0.4 million to Castle at January 1, 2005.

Note 18 — Impact of Hurricane Katrina

      During the third quarter of 2005, the Company’s operations in the Gulf Coast area of the United States were impacted by Hurricane Katrina. The Company’s fresh fruit division utilizes the Gulfport, Mississippi port facility to receive and store product from its Latin American operations. The Gulfport facility, which is leased from the Mississippi Port Authority, incurred significant damage from Hurricane Katrina. As a result of the damage sustained at the Gulfport terminal, the Company diverted shipments to other Dole port facilities including Freeport, Texas; Port Everglades, Florida; and Wilmington, Delaware. The Company resumed discharging shipments of fruit and other cargo in Gulfport at the beginning of the fourth quarter of 2005. However, the facility has not yet been fully rebuilt. The financial impact to the Company’s fresh fruit operations includes the loss of cargo and equipment, property damage and additional costs associated with re-routing product to other ports in the region. Equipment that was destroyed or damaged includes refrigerated and dry shipping containers, as well as chassis and generator-sets used for land transportation of the shipping containers.

      During 2005, the Company recorded a total charge related to Hurricane Katrina of $10.1 million. The charge included write-offs of owned assets with a net book value of $4.1 million, direct incremental expenses of $4.1 million and leased assets of $1.9 million representing amounts due to lessors. The Company maintains customary insurance for its property, including shipping containers, as well as for business interruption. In 2005, the Company collected $6 million from insurance carriers related to cargo and property damage and recorded a receivable of $3.4 million at December 31, 2005 for insurance recoveries. Of the $3.4 million receivable balance the Company collected an additional $3.1 million from insurance carriers subsequent to December 31, 2005. During March 2006, the Company received an additional $2 million. The Company is

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continuing to work with its insurers to evaluate the extent of the costs incurred as a result of the hurricane damage and to determine the extent of the insurance coverage for that damage.

Note 19 — Subsequent Events

      Dividends: In January 2006, the Company declared and paid dividends of $3.4 million to its parent company, Dole Holding Company, LLC. In April 2006, the Company declared and paid a dividend of approximately $160 million to Dole Holding Company, LLC, which the latter used to repay the outstanding principal of its second lien senior credit facility, together with accrued but unpaid interest and a prepayment premium.

      European Union Banana Import Regime: On January 1, 2006, the European Union (“EU”) implemented a new “tariff only” import regime for bananas. The 2001 EC/ US Understanding on Bananas required the EU to implement a tariff only banana import system on or before January 1, 2006, and the EU’s banana regime change was therefore expected by that date.

      Banana imports from Latin America are now subject to import license requirements only and a tariff of 176 euro per metric ton for entry into the EU market. Under the EU’s previous banana regime, banana imports from Latin America were subject to a tariff of 75 euro per metric ton and were also subject to both import license requirements and volume quotas. License requirements and volume quotas had the effect of limiting access to the EU banana market.

      Although all Latin bananas are now subject to a tariff of 176 euro per metric ton, up to 775,000 metric tons of bananas from African, Caribbean, and Pacific (“ACP”) countries may be imported to the EU duty-free. This preferential treatment of a zero tariff on up to 775,000 tons of ACP banana imports, as well as the 176 euro per metric ton tariff applied to Latin banana imports, is currently being challenged by Panama, Honduras and Nicaragua at the World Trade Organization (“WTO”). The current tariff applied to Latin banana imports may be lowered and the ACP preference of a zero tariff may be affected depending on the outcome of these WTO proceedings, but the WTO proceedings are only in their initial stage and may take several years to conclude.

      Business Restructuring: In the first quarter of 2006, the commercial relationship substantially ended between Dole’s wholly owned subsidiary, Saba, and Saba’s largest customer. Saba is a leading importer and distributor of fruit, vegetables and flowers in Scandinavia. Saba’s financial results are included in Dole’s fresh fruit reporting segment. Other than the expected charges described below, the loss of this customer’s business is not expected to be material to Dole’s ongoing earnings. In connection with this recent event, Dole plans on restructuring certain lines of Saba’s business and expects to incur related charges, both in the first quarter of 2006 and in subsequent fiscal quarters. These charges are currently estimated at approximately $18 million in the aggregate. However, the timing and exact amount of the charges are yet to be determined, as well as Dole’s potential contractual claims against this customer.

      Capital Contribution: On March 3, 2006, DHM Holding Company, Inc. (“HoldCo”) executed a $150 million senior secured term loan agreement. In March 2006, HoldCo drew $50 million and contributed $28.4 million to Dole Holding Company, LLC, the Company’s parent, which contributed such funds to the Company. The Company intends to dividend this entire amount by the end of 2006 back to Dole Holding Company, LLC for further dividend to HoldCo.

      Refinancing Transaction: On April 12, 2006, the Company completed an amendment and restatement of its senior secured credit facilities. The Company obtained $975 million of term loan facilities and $100 million in a pre-funded letter of credit facility. The proceeds of the term loans were used to repay the outstanding term loans under the Company’s existing senior secured credit facilities. In addition, the Company paid a dividend of approximately $160 million to its immediate parent, Dole Holding Company, LLC, which proceeds were used to repay its Second Lien term loan. The terms and covenants under the new senior secured

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credit facilities are similar to those under the Company’s existing senior secured credit facilities except that the new facilities do not contain financial maintenance or maximum capital expenditure covenants.

      Additionally, the Company entered into a new asset based revolving credit facility of $350 million. The facility will be secured and will be subject to a borrowing base consisting of up to 85% of eligible accounts receivable plus a predetermined percentage of eligible inventory.

      The purposes of the refinancing include increasing the combined size of the Company’s revolving credit and letter of credit facilities and eliminating certain financial maintenance covenants, realizing currency gains arising out of the Company’s existing senior secured credit facilities, and refinancing of the higher-cost bank indebtedness of Dole Holding Company, LLC, at the lower-cost Dole Food Company, Inc. level. In connection with the refinancing, the Company obtained a waiver, with respect to the first quarter ended March 25, 2006, for certain covenants contained in the prior senior secured credit facilities.

Note 20 — Guarantor Financial Information

      In connection with the issuance of the 2011 Notes in March 2003 and the 2010 Notes in May 2003, all of the Company’s wholly-owned domestic subsidiaries (“Guarantors”) have fully and unconditionally guaranteed, on a joint and several basis, the Company’s obligations under the indentures related to such Notes and to the Company’s 2009 Notes and 2013 Debentures (the “Guarantees”). Each Guarantee is subordinated in right of payment to the Guarantors’ existing and future senior debt, including obligations under the senior secured credit facility, and will rank pari passu with all senior subordinated indebtedness of the applicable Guarantor.

      The accompanying guarantor consolidating financial information is presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company’s share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

      The following are consolidating statements of income of the Company for the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and the quarter ended March 22, 2003; condensed consolidating balance sheets as of December 31, 2005 and January 1, 2005 and condensed consolidating statements of cash flows for the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003.

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CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

For the Year Ended December 31, 2005

		Dole Food						Non
		Company, Inc.			Guarantors			Guarantors			Eliminations			Total
		(In thousands)
Revenues, net		$	570,215		$	2,328,866		$	4,160,366		$	(1,188,836	)	$	5,870,611
Cost of products sold			432,539			2,157,163			3,761,446			(1,168,882	)		5,182,266
	Gross margin		137,676			171,703			398,920			(19,954	)		688,345
Selling, marketing and general and administrative expenses			130,927			123,650			228,512			(19,954	)		463,135
	Operating income		6,749			48,053			170,408			—			225,210
Equity in subsidiary income			156,484			172,347			—			(328,831	)		—
Other income (expense), net			(43,701	)		—			38,348			—			(5,353	)
Interest income			460			1,118			4,471			—			6,049
Interest expense			111,400			295			31,021			—			142,716
	Income from continuing operations before income taxes, minority interest expense and equity earnings		8,592			221,223			182,206			(328,831	)		83,190
Income tax expense (benefit)			(34,921	)		65,017			14,424			—			44,520
	Minority interest expense, net of income tax expense		1,461			270			1,513			—			3,244
Equity in earnings of unconsolidated subsidiaries, net of income tax expense			—			(145	)		(6,481	)		—			(6,626	)
	Income from continuing operations, net of income tax expense		42,052			156,081			172,750			(328,831	)		42,052
	Income from discontinued operations, net of income tax expense		2,044			—			—			—			2,044
	Net income	$	44,096		$	156,081		$	172,750		$	(328,831	)	$	44,096

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CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

For the Year Ended January 1, 2005

		Dole Food						Non
		Company, Inc.			Guarantors			Guarantors			Eliminations			Total
		(In thousands)
Revenues, net		$	501,209		$	1,969,079		$	3,926,186		$	(1,080,272	)	$	5,316,202
Cost of products sold			390,000			1,753,620			3,494,536			(1,063,914	)		4,574,242
	Gross margin		111,209			215,459			431,650			(16,358	)		741,960
Selling, marketing and general and administrative expenses			123,134			112,519			205,653			(16,358	)		424,948
	Operating income (loss)		(11,925	)		102,940			225,997			—			317,012
Equity in subsidiary income			233,197			190,756			—			(423,953	)		—
Other income (expense), net			(50	)		—			(8,687	)		—			(8,737	)
Interest income			246			265			3,696			—			4,207
Interest expense			132,572			221			19,911			—			152,704
	Income from continuing operations before income taxes, minority interest expense and equity earnings		88,896			293,740			201,095			(423,953	)		159,778
Income tax expense (benefit)			(47,219	)		59,488			13,222			—			25,491
Minority interest expense, net of income tax expense			1,697			2,536			5,967			—			10,200
Equity in earnings of unconsolidated subsidiaries, net of income tax expense			—			(124	)		(10,207	)		—			(10,331	)
	Net income	$	134,418		$	231,840		$	192,113		$	(423,953	)	$	134,418

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CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

For the Three Quarters Ended January 3, 2004

		Dole Food						Non
		Company, Inc.			Guarantors			Guarantors			Eliminations			Total
		(In thousands)
Revenues, net		$	380,573		$	1,407,740		$	2,702,360		$	(790,702	)	$	3,699,971
Cost of products sold			317,376			1,261,579			2,424,691			(790,702	)		3,212,944
	Gross margin		63,197			146,161			277,669			—			487,027
Selling, marketing and general and administrative expenses			110,468			79,524			131,606			—			321,598
	Operating income (loss)		(47,271	)		66,637			146,063			—			165,429
Equity in subsidiary income			185,447			136,898			—			(322,345	)		—
Other income (expense), net			(3,944	)		106			(14,703	)		—			(18,541	)
Interest income			231			261			3,884			—			4,376
Interest expense			104,750			607			19,134			—			124,491
	Income from continuing operations before income taxes, minority interest expense and equity earnings		29,713			203,295			116,110			(322,345	)		26,773
Income tax expense (benefit)			6,491			17,920			(17,899	)		—			6,512
Minority interest expense, net of income tax expense			105			(876	)		3,628			—			2,857
Equity in earnings of unconsolidated subsidiaries, net of income tax expense			—			(77	)		(5,636	)		—			(5,713	)
	Net income	$	23,117		$	186,328		$	136,017		$	(322,345	)	$	23,117

94

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

For the Quarter Ended March 22, 2003

		Dole Food						Non
		Company, Inc.			Guarantors			Guarantors			Eliminations			Total
		(In thousands)
Revenues, net		$	96,185		$	432,831		$	803,294		$	(259,140	)	$	1,073,170
Cost of products sold			69,640			371,625			712,914			(259,140	)		895,039
	Gross margin		26,545			61,206			90,380			—			178,131
Selling, marketing and general and administrative expenses			28,887			23,285			37,169			—			89,341
	Operating income (loss)		(2,342	)		37,921			53,211			—			88,790
Equity in subsidiary income			73,874			51,568			—			(125,442	)		—
Other income (expense), net			51			—			146			—			197
Interest income			1,179			119			1,402			—			2,700
Interest expense			17,831			28			1,788			—			19,647
	Income from continuing operations before income taxes, minority interest expense and equity earnings		54,931			89,580			52,971			(125,442	)		72,040
Income tax expense (benefit)			(6,073	)		16,024			3,149			—			13,100
Minority interest expense, net of income tax expense			216			(119	)		975			—			1,072
Equity in earnings of unconsolidated subsidiaries, net of income tax expense			—			—			(2,920	)		—			(2,920	)
	Net income	$	60,788		$	73,675		$	51,767		$	(125,442	)	$	60,788

95

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

SUCCESSOR

As of December 31, 2005

			Dole Food						Non
			Company, Inc.			Guarantors			Guarantors			Eliminations			Total
			(In thousands)
ASSETS
Current Assets
	Cash and cash equivalents		$	12,698		$	(5,453	)	$	41,567		$	—		$	48,812
	Receivables, net of allowances			121,316			116,226			400,094			—			637,636
	Inventories			101,935			171,601			349,961			—			623,497
	Prepaid expenses			5,663			10,071			43,130			—			58,864
	Deferred income tax assets			15,946			15,282			3,528			—			34,756
		Total current assets		257,558			307,727			838,280			—			1,403,565
	Investments			2,271,031			1,708,078			75,200			(3,977,556	)		76,753
	Property, plant and equipment, net			299,100			360,886			848,611			—			1,508,597
	Goodwill			18,224			145,702			376,354			—			540,280
	Intangible assets, net			710,743			13,687			2,270			—			726,700
	Other assets, net			34,679			9,643			109,510			—			153,832
	Total assets		$	3,591,335		$	2,545,723		$	2,250,225		$	(3,977,556	)	$	4,409,727
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Accounts payable		$	(121,890	)	$	249,560		$	283,781		$	—		$	411,451
	Accrued liabilities			97,397			178,582			155,058			—			431,037
	Current portion of long-term debt			(300	)		885			24,435			—			25,020
	Notes payable			—			1,119			275			—			1,394
		Total current liabilities		(24,793	)		430,146			463,549			—			868,902
	Intercompany payables (receivables)			1,072,418			(229,126	)		(843,292	)		—			—
	Long-term debt			1,216,090			2,451			782,302			—			2,000,843
	Deferred income tax liabilities			294,420			32,128			29,099			—			355,647
	Other long-term liabilities			416,657			39,684			89,964			—			546,305
	Minority interests			—			6,325			15,162			—			21,487
	Total shareholders’ equity			616,543			2,264,115			1,713,441			(3,977,556	)		616,543
	Total liabilities and shareholders’ equity		$	3,591,335		$	2,545,723		$	2,250,225		$	(3,977,556	)	$	4,409,727

96

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

SUCCESSOR

As of January 1, 2005

			Dole Food						Non
			Company, Inc.			Guarantors			Guarantors			Eliminations			Total
			(In thousands)
ASSETS
Current Assets
	Cash and cash equivalents		$	9,236		$	3,279		$	66,702		$	—		$	79,217
	Receivables, net of allowances			194,538			25,750			397,664			—			617,952
	Inventories			65,340			163,799			279,752			—			508,891
	Prepaid expenses			7,239			11,861			44,642			—			63,742
	Deferred income tax assets			14,875			13,427			5,262			—			33,564
		Total current assets		291,228			218,116			794,022			—			1,303,366
	Investments			2,406,115			1,926,079			92,928			(4,330,641	)		94,481
	Property, plant and equipment, net			303,129			366,142			847,084			—			1,516,355
	Goodwill			18,219			143,794			374,852			—			536,865
	Intangible assets, net			713,613			14,534			10,344			—			738,491
	Other assets, net			49,705			8,836			73,531			—			132,072
	Total assets		$	3,782,009		$	2,677,501		$	2,192,761		$	(4,330,641	)	$	4,321,630
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Accounts payable		$	6,370		$	103,613		$	290,129		$	—		$	400,112
	Accrued liabilities			113,035			182,202			152,633			—			447,870
	Current portion of long-term debt			(335	)		701			30,912			—			31,278
	Notes payable			—			624			—			—			624
		Total current liabilities		119,070			287,140			473,674			—			879,884
	Intercompany payables (receivables)			682,783			(92,030	)		(590,753	)		—			—
	Long-term debt			1,598,674			1,565			236,781			—			1,837,020
	Deferred income tax liabilities			304,605			35,848			46,182			—			386,635
	Other long-term liabilities			399,004			38,581			82,409			—			519,994
	Minority interests			—			7,600			12,624			—			20,224
	Total shareholders’ equity			677,873			2,398,797			1,931,844			(4,330,641	)		677,873
	Total liabilities and shareholders’ equity		$	3,782,009		$	2,677,501		$	2,192,761		$	(4,330,641	)	$	4,321,630

97

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

For the Year Ended December 31, 2005

			Dole Food						Non
			Company, Inc.			Guarantors			Guarantors			Eliminations			Total
			(In thousands)
OPERATING ACTIVITIES
	Intercompany dividend income		$	570,000		$	566,713		$	—		$	(1,136,713	)	$	—
	Operating activities			(73,474	)		29,202			116,861			—			72,589
	Cash flow provided by operating activities			496,526			595,915			116,861			(1,136,713	)		72,589
INVESTING ACTIVITIES
	Proceeds from sales of assets			3,016			1,255			7,458			—			11,729
	Proceeds from sales of investments and businesses, net of cash disposed			—			—			7,402			—			7,402
	Investments and acquisitions			—			—			(51,460	)		—			(51,460	)
	Capital additions			(2,284	)		(30,001	)		(99,210	)		—			(131,495	)
	Repurchase of common stock and settlement of stock options in going- private merger transaction			(499	)		—			—			—			(499	)
		Cash flow provided by (used in) investing activities		233			(28,746	)		(135,810	)		—			(164,323	)
FINANCING ACTIVITIES
	Short-term debt borrowings			—			1,591			16,592			—			18,183
	Short-term debt repayments			—			(10,299	)		(16,317	)		—			(26,616	)
	Long-term debt borrowings, net of debt issuance costs			604,000			2,055			969,814			—			1,575,869
	Long-term debt repayments			(1,020,047	)		(989	)		(396,377	)		—			(1,417,413	)
	Dividends paid to minority shareholders			—			(1,546	)		(1,290	)		—			(2,836	)
	Intercompany dividends			—			(566,713	)		(570,000	)		1,136,713			—
	Dividends paid			(77,250	)		—			—			—			(77,250	)
		Cash flow provided by (used in) financing activities		(493,297	)		(575,901	)		2,422			1,136,713			69,937
	Effect of foreign currency exchange rate changes on cash			—			—			(8,608	)		—			(8,608	)
	Increase (decrease) in cash and cash equivalents			3,462			(8,732	)		(25,135	)		—			(30,405	)
	Cash and cash equivalents at beginning of period			9,236			3,279			66,702			—			79,217
	Cash and cash equivalents at end of period		$	12,698		$	(5,453	)	$	41,567		$	—		$	48,812

98

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

For the Year Ended January 1, 2005

			Dole Food						Non
			Company, Inc.			Guarantors			Guarantors			Eliminations		Total
			(In thousands)
OPERATING ACTIVITIES
		Cash flow provided by (used in) operating activities	$	(54,868	)	$	37,027		$	235,233		$	—	$	217,392
INVESTING ACTIVITIES
	Proceeds from sales of assets			3,854			379			7,202			—		11,435
	Investments and acquisitions			(169,629	)		(16,906	)		(3,156	)		—		(189,691	)
	Capital additions			(5,940	)		(19,677	)		(76,050	)		—		(101,667	)
	Repurchase of common stock and settlement of stock options in going-private merger transaction			(1,300	)		—			—			—		(1,300	)
	Transaction costs paid in going- private merger transaction			(361	)		—			—			—		(361	)
		Cash flow used in investing activities		(173,376	)		(36,204	)		(72,004	)		—		(281,584	)
FINANCING ACTIVITIES
	Short-term debt borrowings			56			24,617			32,528			—		57,201
	Short-term debt repayments			—			(1,631	)		(33,630	)		—		(35,261	)
	Long-term debt borrowings, net of debt issuance costs			585,150			837			20,083			—		606,070
	Long-term debt repayments			(435,150	)		(851	)		(158,837	)		—		(594,838	)
	Dividends paid to minority shareholders			—			(18	)		(5,583	)		—		(5,601	)
	Dividends paid			(20,000	)		—			—			—		(20,000	)
	Capital contributions			100,000			—			—			—		100,000
		Cash flow provided by (used in) financing activities		230,056			22,954			(145,439	)		—		107,571
	Effect of foreign currency exchange rate changes on cash			—			—			2,356			—		2,356
	Increase in cash and cash equivalents			1,812			23,777			20,146			—		45,735
	Cash and cash equivalents at beginning of period			7,424			(20,498	)		46,556			—		33,482
	Cash and cash equivalents at end of period		$	9,236		$	3,279		$	66,702		$	—	$	79,217

99

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

For the Three Quarters Ended January 3, 2004

			Dole Food						Non
			Company, Inc.			Guarantors			Guarantors			Eliminations		Total
			(In thousands)
OPERATING ACTIVITIES
		Cash flow provided by (used in) operating activities	$	32,919		$	(3,675	)	$	307,867		$	—	$	337,111
INVESTING ACTIVITIES
	Proceeds from sales of assets			43,425			3,186			4,776			—		51,387
	Proceeds from sales of businesses, net of cash disposed			—			—			7,837			—		7,837
	Investments and acquisitions			(1,032	)		(1,293	)		(10,182	)		—		(12,507	)
	Capital additions			(4,404	)		(18,043	)		(79,524	)		—		(101,971	)
	Repurchase of common stock and settlement of stock options in going-private merger transaction			(943,070	)		—			(525,000	)		—		(1,468,070	)
	Transaction costs paid in going-private merger transaction			(69,597	)		—			—			—		(69,597	)
		Cash flow used in investing activities		(974,678	)		(16,150	)		(602,093	)		—		(1,592,921	)
FINANCING ACTIVITIES
	Short-term debt borrowings			—			1,028			—			—		1,028
	Short-term debt repayments			—			(875	)		(11,336	)		—		(12,211	)
	Long-term debt borrowings, net of debt issuance costs			1,207,275			1,266			921,747			—		2,130,288
	Long-term debt repayments			(914,683	)		(700	)		(680,035	)		—		(1,595,418	)
	Dividends paid to minority shareholders			—			(755	)		(4,796	)		—		(5,551	)
	Capital contributions			125,000			—			—			—		125,000
		Cash flow provided by (used in) financing activities		417,592			(36	)		225,580			—		643,136
	Effect of foreign currency exchange rate changes on cash			—			—			5,156			—		5,156
	Decrease in cash and cash equivalents			(524,167	)		(19,861	)		(63,490	)		—		(607,518	)
	Cash and cash equivalents at beginning of period			531,591			(637	)		110,046			—		641,000
	Cash and cash equivalents at end of period		$	7,424		$	(20,498	)	$	46,556		$	—	$	33,482

100

DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

For the Quarter Ended March 22, 2003

			Dole Food						Non
			Company, Inc.			Guarantors			Guarantors			Eliminations		Total
			(In thousands)
OPERATING ACTIVITIES
		Cash flow provided by (used in) operating activities	$	146,297		$	2,259		$	(146,743	)	$	—	$	1,813
INVESTING ACTIVITIES
	Proceeds from sales of assets			834			33			876			—		1,743
	Capital additions			(621	)		—			(3,614	)		—		(4,235	)
		Cash flow provided by (used in) investing activities		213			33			(2,738	)		—		(2,492	)
FINANCING ACTIVITIES
	Short-term debt borrowings			—			1,786			6,150			—		7,936
	Short-term debt repayments			(4,353	)		(1,730	)		(751	)		—		(6,834	)
	Long-term debt borrowings			—			15			5,019			—		5,034
	Long-term debt repayments			—			(143	)		(6,634	)		—		(6,777	)
	Proceeds from issuance of common stock			2,768			—			—			—		2,768
	Dividends paid			(8,440	)		—			—			—		(8,440	)
		Cash flow provided by (used in) financing activities		(10,025	)		(72	)		3,784			—		(6,313	)
	Effect of foreign currency exchange rate changes on cash			—			—			1,025			—		1,025
	Increase (decrease) in cash and cash equivalents			136,485			2,220			(144,672	)		—		(5,967	)
	Cash and cash equivalents at beginning of period			395,106			(2,857	)		254,718			—		646,967
	Cash and cash equivalents at end of period		$	531,591		$	(637	)	$	110,046		$	—	$	641,000

101

II. Supplementary Data

Quarterly Financial Information (Unaudited)

      The following table presents summarized quarterly results (in thousands):

	Quarter Ended
	March 26, 2005		June 18, 2005		October 8, 2005		December 31, 2005
2005	Successor		Successor		Successor		Successor
Revenues, net	$	1,442,133	$	1,526,351	$	1,645,009	$	1,257,118
Gross margin		215,947		220,792		163,365		88,241
Net income (loss)		17,154		32,328		17,604		(22,990	)

	Quarter Ended
	March 27, 2004		June 19, 2004		October 9, 2004		January 1, 2005
2004	Successor		Successor		Successor		Successor
Revenues, net	$	1,254,584	$	1,315,959	$	1,521,504	$	1,224,155
Gross margin		204,070		218,560		166,973		152,357
Net income		60,834		67,943		4,933		708

      During the fourth quarter of 2005, the Company resolved a contingency related to the 2001 disposition of the Company’s interest in Cervecería Hondureña, S.A. As a result, the Company realized income of $2 million, net of income taxes, which has been recorded as income from discontinued operations. In addition, the Company recorded $4.8 million in income from continuing operations related to the collection of a fully reserved receivable balance and interest income.

102

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      None.

Item 9A. Controls and Procedures

      An evaluation was carried out as of December 31, 2005 under the supervision and with the participation of Dole’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act. Based upon this evaluation, Dole’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2005. No change in our internal control over financial reporting identified in connection with this evaluation that occurred during our fourth quarter of 2005 has materially affected, or is reasonably likely to materially affect, Dole’s internal control over financial reporting.

      We have concluded that a “material weakness” (defined below) in internal control with respect to certain aspects of accounting for income taxes existed as of December 31, 2005. The matter principally concerns controls and procedures related to the identification and recording of deferred taxes on the US GAAP vs. income tax basis difference of Dole’s foreign equity-method investments. Under applicable accounting pronouncements, deferred income taxes must be provided on the undistributed earnings of a foreign subsidiary, unless such earnings are considered to be permanently reinvested outside the United States. However, in the case of certain equity investments, due to the lack of control over the equity investment, it is not possible to establish that earnings are permanently reinvested outside the United States. In those cases, tax must be provided on the difference between the book and tax basis in the investment. In the case of a foreign equity investment held by another foreign company, US taxes could apply to undistributed earnings under Subpart F of the Internal Revenue Code. In addition, foreign taxes, such as withholding taxes, could apply if these undistributed earnings are ever distributed in the future. Dole did not evaluate the need for deferred taxes on this type of equity investment. The error was discovered by our independent auditors during the course of the audit of the 2005 accounts. This error occurred as the result of human error, in that Dole personnel responsible for the area of accounting for income taxes did not recognize the need to record these deferred taxes. In correcting this matter in the 2005 financial statements included in this Form 10-K, Dole recorded a deferred tax liability in the amount of $3.8 million; approximately $2 million of this entry reduced net income and there was a $1.8 million adjustment to the balance sheet. These amounts were not material to our financial statements. We also have revised our procedures for accounting for income taxes to include a step to evaluate the need for deferred taxes on equity investments. In addition, Dole is considering other process and control improvements in the area of accounting for income taxes.

      Although the presence of a material weakness in a company’s internal control over financial reporting (defined below) could well mean that such company’s disclosure controls and procedures (defined below) are ineffective, we have concluded, after a careful review of the facts and circumstances, and viewing our disclosure controls and procedures as a whole, that Dole’s disclosure controls and procedures were effective as of December 31, 2005.

      We reach this conclusion for the following principal reasons. First, the matter involved is a specific, technical area of tax accounting (described above) that does not have broader implications or significant effects for Dole or its financial statements. Second, the matter resulted from a human error, in that the specific tax accounting issue was simply missed and was not caught during our extensive internal review process. The immaterial financial statement adjustments described above resulted from the application of this specific tax accounting requirement to one foreign company in which we (as one of only two stockholders) have a minority interest but account for the investment on the equity method. We have only a small number of such investments, and any associated deferred income tax liability related to book to tax basis differences for such remaining investments is believed to be insignificant to Dole’s financial statements. The specific tax accounting issue has now been raised to a level of high focus within Dole. As a result, this error will not recur and we believe that the control deficiency concerning the error has been remedied. Third, our controls and procedures already included the provision of extensive training to our tax accounting personnel, using both outside consultants and frequent tax accounting seminars. We will now provide additional training to our tax

103

accounting personnel to help ensure that similar errors do not occur. Had we provided more complete training, the specific tax accounting issue might well have been spotted. Fourth, the matter did not, in fact, have a material effect on our financial statements. Fifth, the matter involved a non-cash deferred tax amount, and the timing of a potential future cash impact on Dole, if any, would be largely unpredictable. Sixth, when the matter came to the attention of Dole personnel, the senior officers who make our disclosure decisions were immediately and fully informed of the matter and its ramifications. Notwithstanding our conclusion that we had a material weakness, as of December 31, 2005, in internal control with respect to certain aspects of accounting for income taxes, we have concluded that our disclosure controls and procedures were effective as of December 31, 2006.

      With respect to internal control over financial reporting, a “material weakness” is a control deficiency, or combination thereof, that results in more than a remote likelihood that a material misstatement of our financial statements would not be prevented or detected, while a “significant deficiency” is a control deficiency, or combination thereof, that results in more than a remote likelihood that a more-than-inconsequential misstatement of our financial statements would not be prevented or detected. “Disclosure controls and procedures” means controls and other procedures designed to ensure that information required to be disclosed by us in our SEC filings is timely recorded, processed, summarized and reported. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our SEC reports is accumulated and communicated to our senior management to allow timely decisions regarding required disclosures. Disclosure controls go beyond financial statements, and involve all forms of disclosure a company is required to make; the purpose of disclosure controls and procedures is to bring issues to light that need to be disclosed. “Internal control over financial reporting” is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including those policies and procedures that: pertain to the maintenance of reasonably detailed records that accurately and fairly reflect our transactions and asset dispositions; provide reasonable assurance that transactions are recorded to permit preparation of GAAP financial statements, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Item 9B. Other Information

      None.

PART III

Item 10. Directors and Executive Officers of the Registrant

      Below is a list of the names and ages of all directors and executive officers of Dole as of March 15, 2006, indicating their positions with Dole and their principal occupations during the past five years. The current terms of the executive officers will expire at the next organizational meeting of Dole’s Board of Directors or at such time as their successors are elected.

      David H. Murdock, Chairman of the Board and Chief Executive Officer. Mr. Murdock, 82, joined Dole as Chairman of the Board and Chief Executive Officer in July 1985. He has been Chairman of the Board, Chief Executive Officer and Director of Castle & Cooke, Inc., a Hawaii corporation, since October 1995 (Mr. Murdock has beneficially owned all of the capital stock of Castle & Cooke, Inc. since September 2000). Since June 1982, he has been Chairman of the Board and Chief Executive Officer of Flexi-Van Leasing, Inc., a Delaware corporation wholly owned by Mr. Murdock. Mr. Murdock also is the sole owner and developer of the Sherwood Country Club in Ventura County, California, and numerous other real estate developments. Mr. Murdock also is the sole stockholder of numerous corporations engaged in a variety of business ventures and in the manufacture of industrial and building products. Mr. Murdock is Chairman of the Executive Committee and of the Corporate Compensation and Benefits Committee of Dole’s Board of Directors.

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      C. Michael Carter, Executive Vice President, General Counsel and Corporate Secretary, and Director. Mr. Carter, 62, became Dole’s Senior Vice President, General Counsel and Corporate Secretary in July 2003, Executive Vice President, General Counsel and Corporate Secretary in July 2004, and a director of Dole in April 2003. Mr. Carter joined Dole in October 2000 as Vice President, General Counsel and Corporate Secretary. Prior to his employment by Dole, Mr. Carter had served as Executive Vice President, General Counsel and Corporate Secretary of Pinkerton’s Inc. Prior to Pinkerton’s, Inc., Mr. Carter held positions at Concurrent Computer Corporation, Nabisco Group Holdings, The Singer Company and the law firm of Winthrop, Stimson, Putnam and Roberts.

      Andrew J. Conrad, Ph.D., Director. Dr. Conrad, 42, became a director in July 2003. Dr. Conrad was a co-founder of the National Genetics Institute and has been its chief scientific officer since 1992. The National Genetics Institute is now a subsidiary of Laboratory Corporation of America.

      Richard J. Dahl, President, Chief Operating Officer and Director. Mr. Dahl, 54, became Dole’s Senior Vice President and Chief Financial Officer in July 2003, Dole’s President and Chief Operating Officer in July 2004, and a director of Dole in April 2003. Mr. Dahl joined Dole as Vice President and Chief Financial Officer in June 2002, after serving as President and Chief Operating Officer of Pacific Century Financial Corporation and Bank of Hawaii. Prior to Pacific Century, Mr. Dahl held various positions at Ernst & Young. Mr. Dahl is also a director of IHOP, Inc. Mr. Dahl is Chairman of the Finance Committee of Dole’s Board of Directors.

      David A. DeLorenzo, Director. Mr. DeLorenzo, 59, joined Dole in 1970. He was President of Dole Fresh Fruit Company from September 1986 to June 1992, President of Dole Food Company from July 1990 to March 1996, President of Dole Food Company-International from September 1993 to March 1996, President and Chief Operating Officer of Dole from March 1996 to February 2001, and Vice Chairman of Dole from February 2001 through December 2001, at which time Mr. DeLorenzo became a consultant for Dole under contract for the period from January 2002 through January 2007. He has been a director of Dole for more than five years.

      Richard M. Ferry, Director. Mr. Ferry, 68, rejoined Dole’s Board of Directors in July 2003. Mr. Ferry was serving as a director of Dole at the time of the March 28, 2003 going-private merger transaction; Mr. Ferry had, at that time, been a director of Dole for more than five years. Mr. Ferry is Founder Chairman of Korn/ Ferry International, an international executive search firm. From May 1977 through July 2001, Mr. Ferry served as Chairman of the Board of Korn/ Ferry. Mr. Ferry also serves on the Board of Directors of Avery Dennison Corporation, Pacific Life Insurance Company and Mrs. Fields’ Famous Brands, Inc., as well as a number of privately held and not-for-profit corporations. Mr. Ferry is the Chairman of the Audit Committee of Dole’s Board of Directors.

      Scott A. Griswold, Executive Vice President, Corporate Development, and Director. Mr. Griswold, 52, became Dole’s Vice President, Acquisitions and Investments in July 2003, Executive Vice President, Corporate Development in July 2004, and a director in April 2003. Mr. Griswold has been Executive Vice President of Finance of Castle & Cooke, Inc., which is wholly owned by David H. Murdock, since 2000, and previously, from 1993, Vice President and Chief Financial Officer of Pacific Holding Company, a sole proprietorship of David H. Murdock. Since 1987, he has served as an officer and/or director of various other companies held by Mr. Murdock.

      Justin M. Murdock, Vice President, New Products and Corporate Development, and Director. Mr. Murdock, 33, became Dole’s Vice President, New Products and Corporate Development in November 2004, and a director in April 2003. Mr. Murdock has been Vice President of Investments of Castle & Cooke, Inc., which is wholly owned by David H. Murdock, since 2001, and previously, from 1999, Vice President of Mergers and Acquisitions of Pacific Holding Company, a sole proprietorship of David H. Murdock.

      Edward C. Roohan, Director. Mr. Roohan, 42, became a director of Dole in April 2003. Mr. Roohan has been President and Chief Operating Officer of Castle & Cooke, Inc., which is wholly owed by David H. Murdock, since December 2000. He was Vice President and Chief Financial Officer of Castle & Cooke, Inc.

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from April 1996 to December 2000. He has served as an officer and/or director of various companies held by Mr. Murdock for more than five years.

      Joseph S. Tesoriero, Vice President and Chief Financial Officer. Mr. Tesoriero, 52, became Dole’s Vice President and Chief Financial Officer in July 2004, after joining Dole as Vice President of Taxes in October 2002. Prior to his employment by Dole, Mr. Tesoriero was Senior Vice President of Tax at Global Crossing. Mr. Tesoriero also held tax positions at Coleman Camping Equipment, Revlon Cosmetics, and International Business Machines.

      Roberta Wieman, Executive Vice President, Chief of Staff, and Director. Ms. Wieman, 60, joined Dole in 1991 as Executive Assistant to the Chairman of the Board and Chief Executive Officer. She became a Vice President of Dole in 1995, Executive Vice President and Chief of Staff in July 2004, and a director in April 2003. Ms. Wieman has been Executive Vice President of Castle & Cooke, Inc. since August 2001; Vice President and Corporate Secretary of Castle & Cooke, Inc. from April 1996 to August 2001; Corporate Secretary of Castle & Cooke, Inc. from April 1996; and a Director of Flexi-Van Leasing, Inc., which is wholly owned by Mr. Murdock, since August 1996, and Assistant Secretary thereof for more then five years.

      All directors serve a term from the date of their election until the next annual meeting.

      Justin M. Murdock is a son of David H. Murdock. Otherwise, there is no family relationship between any other officer or director of Dole.

      Dole’s Board of Directors has determined that Dole has at least one audit committee financial expert serving on its Audit Committee, Richard M. Ferry, who is independent. The other members of the Audit Committee are Scott A. Griswold, David A. DeLorenzo, Justin M. Murdock and Edward C. Roohan.

      Dole has adopted a code of ethics applicable to our principal executive officer, principal financial officer and principal accounting officer. A copy of the code of ethics, which we call our Code of Conduct, and which applies to all employees of Dole, is available on Dole’s web site at www.dole.com. We intend to post on our web site any amendments to, or waivers (with respect to our principal executive officer, principal financial officer and principal accounting officer) from, this code of ethics within four business days of any such amendment or waiver.

Item 11. Executive Compensation

REMUNERATION OF DIRECTORS

      Directors who are not employees of Dole are compensated for their services as follows:

•  An annual retainer fee of $38,000, payable in equal quarterly installments.

•  A fee of $2,000 for each meeting of the Board of Directors attended, and a fee of $1,000 for each telephonic meeting of the Board of Directors in which the director participates.

•  A fee of $1,000 for each committee meeting attended, a fee of $1,000 for each telephonic committee meeting in which the director participates and a fee of $4,000 per year for service as chairman of a committee.

      The reasonable expenses incurred by each director in connection with his duties as a director are also reimbursed by Dole. A Board member who is also an employee of Dole does not receive compensation for service as a director.

      In connection with Mr. DeLorenzo’s December 29, 2001 retirement as an employee of Dole, Mr. DeLorenzo, among other things, entered into a contract with Dole under which he became a consultant to Dole. Mr. DeLorenzo’s consulting agreement with Dole is Exhibit 10.6 to Dole’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004. The final payment due under Mr. DeLorenzo’s consulting agreement was paid in January 2006. Mr. DeLorenzo’s agreement concludes January 4, 2007.

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COMPENSATION OF EXECUTIVE OFFICERS

      Except as noted, the following table sets forth for Dole’s fiscal years ended December 31, 2005, January 1, 2005, and January 3, 2004, in prescribed format, the compensation for services in all capacities to Dole and its subsidiaries of those persons who were the Chief Executive Officer and the next most highly compensated persons who were “executive officers” of Dole Food Company, Inc. at December 31, 2005 (the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE

										Awards
								Other		Securities
Name and								Annual		Underlying		LTIP		All Other
Principal Position		Year		Salary($)(1)		Bonus($)(2)(3)		Comp.($)(4)		Options(#)		Payouts(5)		Comp.
David H. Murdock(6)			2005	$	950,000	$	285,000	$	0		0	$	1,585,775	$	0	(7)
	Chairman & CEO		2004	$	950,000	$	1,087,750	$	0		0	$	1,585,775	$	22,716	(8)
	Dole Food Company, Inc.		2003	$	968,269	$	1,368,000	$	0		0	$	2,051,854	$	3,283,712	(9)
Richard J. Dahl(10)			2005	$	750,000	$	225,000	$	0		0	$	42,958	$	96,525	(7)
	President & COO		2004	$	605,769	$	858,750	$	0		0	$	42,958	$	74,949	(8)
	Dole Food Company, Inc.		2003	$	509,615	$	468,000	$	0		0	$	42,958	$	596,599	(9)
C. Michael Carter(11)			2005	$	535,000	$	200,000	$	0		0	$	310,459	$	55,990	(7)
	Executive Vice President, General		2004	$	514,807	$	398,174	$	0		0	$	310,549	$	68,600	(8)
	Counsel & Corporate Secretary		2003	$	509,615	$	468,000	$	0		0	$	310,549	$	2,078,280	(9)
	Dole Food Company, Inc.
Joseph S. Tesoriero(12)			2005	$	378,846	$	75,000	$	0		0	$	8,928	$	29,154	(7)
	Vice President & CFO		2004	$	330,577	$	214,688	$	0		0	$	8,928	$	30,997	(8)
	Dole Food Company, Inc.		2003	$	285,269	$	156,600	$	0		0	$	8,928	$	110,668	(9)

(1)	2003 salaries reflect that Dole’s 2003 fiscal year contained 53 Dole’s 2004 and 2005 fiscal years contained 52 weeks.
(2)	Bonus amounts shown reflect cash payments made in 2006 with respect to performance for 2005 under Dole’s Management One-Year Incentive Plan and payments made in 2005 for 2004 and in 2004 for 2003.
(3)	The 2003 executive incentive plan was structured to provide two payments: an initial payout of 65% of the total bonus award, which was paid in January 2004 for 2003 performance; and a delayed payout of 35% of the total award to foster executive retention, paid in January 2006. The 2003 amounts in the table reflect the initial payouts for Mr. Carter, Mr. Dahl and Mr. Tesoriero. The amount for Mr. Murdock reflects a 100% payout of his total bonus award, since he is the beneficial owner of all of Dole’s common stock. To be eligible to receive the delayed payout, the executive’s employment with Dole was required through the January 2006 payment date.
(4)	Does not include perquisites that total the lesser of $50,000 or 10% of the reported annual salary and bonus for any year.
(5)	These amounts represent sums earned and payable under the terms of Dole’s 1998 Combined Annual and Long-Term Incentive Plan for Executive Officers (the “1998 Plan”) through fiscal 2003. Awards for the cycle ending in 2002 were paid in cash and are included in the column “LTIP Payouts” in this table. As a result of the going-private merger transaction, the 1998 Plan was terminated on March 28, 2003 and the cash awards payable for the long-term incentive cycles remaining under the 1998 Plan were determined as of that date and approved for payment in three equal installments: the first installment was paid in April 2003; the second installment was paid in January 2004; and the third installment was paid in January 2005. Participants under the 1998 Plan were not entitled to receive the installment payment if they were not a Dole employee on the day before the completion of the going-private merger transaction (March 28, 2003) and on the applicable payment dates as a result of their prior termination by Dole for cause or their prior voluntary resignation. The amounts of the all three payments are included in the column “LTIP Payouts” in this table.

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(6)	Mr. Murdock also holds positions with certain business entities he owns that are not controlled directly or indirectly by Dole, which other entities pay compensation and may provide fringe benefits to Mr. Murdock for his services.
(7)	The amounts shown in this column include the following: (1) Dole’s contributions (in the form of Company (i) match paid during the year and (ii) profit sharing earned during the year) to the 401(k) and Excess Savings Plans of Dole Food Company, Inc. (see “Pension Plans”) on behalf of Mr. Murdock $0, Mr. Carter $55,990, Mr. Dahl $96,525 and Mr. Tesoriero $29,154.
(8)	The amounts shown include the following: (1) Dole’s contributions (in the form of Company (i) match paid during the year and (ii) profit sharing earned during the year) to the 401(k) and Excess Savings Plans of Dole Food Company, Inc. (see “Pension Plans”) on behalf of Mr. Murdock $22,716, Mr. Carter $68,600, Mr. Dahl $74,949 and Mr. Tesoriero $30,997.
(9)	The amounts shown including the following: (1) the stock-option cash-out payments in connection with the going-private merger transaction for Mr. Murdock $0, Mr. Carter $1,110,000, Mr. Dahl $180,000 and Mr. Tesoriero $25,000; (2) Dole’s contributions (in the form of Company (i) match paid during the year and (ii) profit sharing earned during the year) to the 401(k) and Excess Savings Plans of Dole Food Company, Inc. (“see Pension Plans”) on behalf of Mr. Murdock $112,163, Mr. Carter $93,183, Mr. Dahl $76,683 and Mr. Tesoriero $15,612; (3) (A) the installments paid in January 2004 under the 1998 Plan for Mr. Murdock $1,585,775, Mr. Carter $310,549, Mr. Dahl $42,958 and Mr. Tesoriero $8,928; and (B) the installments paid in January 2005 under the 1998 Plan for Mr. Murdock $1,585,775, Mr. Carter $310,549, Mr. Dahl $42,958 and Mr. Tesoriero $8,928; and (4) the delayed payout of 35% under the 2003 executive incentive plan paid in January 2006 for Mr. Murdock $0, Mr. Carter $252,000, Mr. Dahl $252,000 and Mr. Tesoriero $52,200.

(10)	Mr. Dahl became President and Chief Operating Officer in July 2004.
(11)	Mr. Carter became Executive Vice President, General Counsel & Corporate Secretary in July 2004.
(12)	Mr. Tesoriero became Vice President & Chief Financial Officer in July 2004.

EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS

      On March 22, 2001, the Board of Directors approved amendments to Dole’s incentive and retirement plans. These amendments, among other things, put in place a uniform definition of Change of Control, and revised arbitration provisions so as to provide that an employee may only be awarded attorneys fees if the employee is the prevailing party (under the pre-amendment provisions, an employee was entitled to recover his or her attorneys fees so long as the arbitrator determined that the employee’s claim was made in good faith, even if the employee was not the prevailing party in the arbitration). The amendments were set forth in Exhibit 10.10 to Dole’s Annual Report on Form 10-K for the fiscal year ended December 30, 2000. The definitions are summarized below under “Employment, Severance and Change of Control Arrangements — Change of Control Agreements — Definitions.”

Change of Control Agreements

      In line with the practice at numerous public companies, Dole recognizes that the possibility of a change of control of Dole may result in the departure or distraction of management to the detriment of Dole. On March 22, 2001, Dole put in place a program to offer Change of Control Agreements to each of the Named Executive Officers of Dole and certain other officers and employees of Dole (each person accepting a Change of Control Agreement is an “Employee”). Dole has no reason to believe that any officer or employee will refuse to accept a Change of Control Agreement. The following summarizes the material provisions of the Change of Control Agreements. At the time the program was put in place, Dole was advised by its executive compensation consultants that the benefits provided under the Change of Control Agreements were within the range of customary practices of other public companies. In addition, the Compensation Committee retained its own legal counsel to advise it in its deliberations with respect to the Change of Control Agreements.

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Benefits Following Change of Control and Termination of Employment:

      If, during the period beginning on the Change of Control Date and ending on the second anniversary of the date on which the Change of Control becomes effective (the “Protected Period”), the Employee’s employment is terminated, the Employee will receive the amounts and benefits stated under “Amount of Severance Pay and Benefits Following Qualified Termination,” unless employment is (a) terminated by Dole for Cause or (b) terminated by the Employee other than for Good Reason (a termination other than under clause (a) or (b) during a Protected Period is a “Qualified Termination”). If employment is terminated under clause (a) or (b), the Employee will only be entitled to receive the sum of (1) the Employee’s annual base salary through the date of termination to the extent not theretofore paid and (2) any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) pursuant to outstanding elections and/or any accrued vacation pay or paid time off, in each case to the extent not theretofore paid (“Accrued Obligations”).

      No benefits are payable under the Change of Control Agreements unless a Change of Control actually occurs and a Qualified Termination occurs. If a Change of Control via a Fundamental Transaction or an Asset Sale is consummated, there is a look-back period (a “Look-Back Period”) to protect the Employee against the possibility that he or she was actually or constructively terminated without Cause in anticipation of the Change of Control. If, prior to the first Change of Control Date, employment with Dole terminates other than during a Look-Back Period, then all of the Employee’s rights under the Change of Control Agreement terminate, and the Change of Control Agreement will be deemed to have been terminated on the date of termination. After the first Change of Control Date, the Change of Control Agreement may only be modified or terminated by a writing signed by both Dole and the Employee. Before the first Change of Control Date, however, Dole can unilaterally modify or terminate the Change of Control Agreement, but such unilateral modification or termination will not be effective until the second anniversary of the date on which Dole first gives the Employee express written notice of the unilateral modification or termination (the “Modification Effective Date”). The unilateral modification or termination shall never become effective, however, if (1) a Change of Control Date occurs before the Modification Effective Date and (2) employment is terminated during the Protected Period in respect of such Change of Control Date. Dole’s obligation to make any payment provided for in the Change of Control Agreements will be subject to and conditioned upon the Employee’s execution of a standard release form.

Amount of Severance Pay and Benefits Following Qualified Termination

      The Employees will be placed into one of three categories, each providing a different level of severance pay and benefits if a Qualified Termination occurs.

Category 1

•  An amount in cash equal to three times the Employee’s annual base salary;

•  An amount in cash equal to three times the Employee’s target bonus;

•  An amount in cash equal to three times $10,000, in lieu of any other health and welfare benefits (including medical, life, disability, accident and other insurance, car allowance or other health and welfare plans, programs, policies or practices or understandings) and other taxable perquisites and fringe benefits to which the Employee or the Employee’s family may have been entitled.

•  An amount in cash equal to the pro rata portion of the greater of (i) the Employee’s target benefits under Dole’s Long Term Incentive Plan (the “LTIP”) and (ii) the Employee’s actual benefits under the LTIP;

•  If, at the time of Qualified Termination, the Employee would have been eligible for a benefit under either (i) the Dole Food Company Supplementary Executive Retirement Plan (“SERP”) or (ii) a Defined Benefit Plan (as defined in the SERP) were it not for the requirement of at least five (5) years of service with Dole, an amount in cash will be payable to the Employee equal to the actuarial equivalent of such retirement benefit. If for any reason, a benefit is payable under the Defined

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	Benefit Plan, the payments made to the Employee under this clause shall be reduced by the actuarial equivalent of such benefits payable under the Defined Benefit Plan.
•	An amount in cash equal to the aggregate amount of the Accrued Obligations;
•	An amount in cash equal to the pro rata portion of the Employee’s target bonus for the fiscal year in which the date of termination occurs; and
•	An amount in cash equal to any reimbursement for outstanding reimbursable expenses.
•	If it is determined that any payment or distribution by Dole to the Employee or for the Employee’s benefit (whether paid or payable or distributed or distributable under the Change of Control Agreement or otherwise, but determined without regard to any additional payments required under this clause (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the United States Internal Revenue Code or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively the “Excise Tax”), then the Employee will be entitled to receive from Dole an additional payment (a “Gross-Up Payment”). The Gross-Up Payment will equal an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), the Employee will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Category 2

•  An amount in cash equal to two times the Employee’s annual base salary;

•  An amount in cash equal to two times the Employee’s target bonus;

•  An amount in cash equal to two times $10,000, in lieu of any other health and welfare benefits (including medical, life, disability, accident and other insurance or other health and welfare plans, programs, policies or practices or understandings) and other taxable perquisites and fringe benefits to which the Employee or the Employee’s family may have been entitled.

•  An amount in cash equal to the pro rata portion of the greater of (i) the Employee’s target benefits under the LTIP and (ii) the Employee’s actual benefits under the LTIP;

•  An amount in cash equal to the aggregate amount of the Accrued Obligations;

•  An amount in cash equal to the pro rata portion of the Employee’s target bonus for the fiscal year in which the date of termination occurs; and

•  An amount in cash equal to any reimbursement for outstanding reimbursable expenses.

•  If any payments or benefits under the Change of Control Agreement, after taking into account all other payments or benefits to which the Employee is entitled from Dole, or any affiliate thereof, are more likely than not to result in a loss of a deduction to Dole by reason of Section 280G of the United States Internal Revenue Code or any successor provision to that section, such payments and benefits will be reduced to the extent required to avoid such loss of deduction.

Category 3

•  An amount in cash equal to two times the Employee’s annual base salary;

•  An amount in cash equal to two times the Employee’s target bonus;

•  An amount in cash equal to two times $10,000, in lieu of any other health and welfare benefits (including medical, life, disability, accident and other insurance or other health and welfare plans, programs, policies or practices or understandings) and other taxable perquisites and fringe benefits to which the Employee or the Employee’s family may have been entitled.

•  An amount in cash equal to the aggregate amount of the Accrued Obligations;

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•  An amount in cash equal to the pro rata portion of the Employee’s target bonus for the fiscal year in which the date of termination occurs; and

•  An amount in cash equal to any reimbursement for outstanding reimbursable expenses.

•  If any payments or benefits under the Change of Control Agreement, after taking into account all other payments or benefits to which the Employee is entitled from Dole, or any affiliate thereof, are more likely than not to result in a loss of a deduction to Dole by reason of Section 280G of the United States Internal Revenue Code or any successor provision to that section, such payments and benefits will be reduced to the extent required to avoid such loss of deduction.

      The Company does not currently have an existing equity plan, however, all of the three categories will have the following benefits relating to accelerated vesting of options and option exercise periods should an equity plan be adopted by the Company:

      All of the Employee’s unvested options granted pursuant to such plans or agreements (whenever granted) shall be deemed to vest immediately prior to the first time that one or both of the following conditions are satisfied: (a) a Change of Control occurs; or (b) the shares of common stock of Dole are not listed on either the New York Stock Exchange or the National Market System of the Nasdaq Stock Market, and neither the Board of Directors of Dole nor any committee thereof nor any other person shall have any discretion, right or power whatsoever to block, delay or impose any condition upon such vesting. If a Qualified Termination occurs during a Look-Back Period, all of the Employee’s unvested options shall vest immediately prior to the effectiveness or consummation of the Fundamental Transaction or the Asset Sale but not at any earlier time.

      In any circumstance where the Employee has undergone a Qualified Termination and, under Dole’s Certificate of Incorporation or By-Laws or applicable law, Dole has the power to indemnify or advance expenses to the Employee in respect of any judgments, fines, settlements, losses, costs or expenses (including attorneys’ fees) of any nature relating to or arising out of the Employee’s activities as an agent, employee, officer or director of Dole or in any other capacity on behalf of or at the request of Dole, Dole will promptly, on written request, indemnify and advance expenses to the Employee to the fullest extent permitted by applicable law, including but not limited to making such findings and determinations and taking any and all such actions as Dole may, under applicable law, be permitted to have the discretion to take so as to effectuate such indemnification or advancement.

      Any officers who are presently covered by directors and officers insurance shall be furnished for six years following Qualified Termination with directors and officers insurance with policy limits aggregating not less than those in place at the present time and otherwise to contain substantially the same terms, conditions and exceptions as the liability insurance policies provided for directors and officers of Dole in force from time to time, provided that such terms, conditions and exceptions will not be, in the aggregate, materially less favorable to the Employee than those in effect on the date of the Change of Control Agreement and provided that such insurance can be obtained on commercially reasonable terms.

      In the event that the Employee has an employment contract or any other agreement with Dole or participates in any other plan or program that entitles the Employee to severance payments upon the termination of employment with Dole, the amount of any such severance payments will be deducted from the payments to be made to the Employee under the Change of Control Agreement. All benefits under the Change of Control Agreement also will be reduced by the amount paid to the Employee under any law, rule or regulation that requires a formal notice period, pay in lieu of notice, termination, indemnity, severance payments or similar payments or entitlements related to service, other than unemployment or social security benefits provided in the United States.

Definitions:

      The Change of Control Agreements use a number of defined terms. The terms “Cause,” “Good Reason” and “Change of Control” are given definitions that Dole has been advised by its executive compensation consultants are within the range of customary practices of other public companies. In addition, the

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Compensation Committee retained its own legal counsel to advise it with respect to the Change of Control Agreements. A “Change of Control” is deemed to occur if any one or more of the following conditions are satisfied:

      (1) any person, other than (a) David H. Murdock or (b) following the death of David H. Murdock, the trustee or trustees of a trust created by David H. Murdock, becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities;

      (2) individuals who, as of March 23, 2001, constitute the Board of Directors of the Corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board. Any individual who becomes a director subsequent to March 23, 2001 whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, unless the individual’s initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened tender offer, solicitation of proxies or consents by or on behalf of a person other than the Board;

      (3) a reorganization, merger, consolidation, recapitalization, tender offer, exchange offer or other extraordinary transaction involving Dole (a “Fundamental Transaction”) becomes effective or is consummated, unless: (a) more than 50% of the outstanding voting securities of the surviving or resulting entity (including, without limitation, an entity (“parent”) which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) (“Resulting Entity”) are, or are to be, Beneficially Owned, directly or indirectly, by all or substantially all of the persons who were the Beneficial Owners of the outstanding voting securities of the Corporation immediately prior to such Fundamental Transaction in substantially the same proportions as their Beneficial Ownership, immediately prior to such Fundamental Transaction, of the outstanding voting securities of the Corporation and (b) more than half of the members of the board of directors or similar body of the Resulting Entity (or its parent) were members of the Incumbent Board at the time of the execution of the initial agreement providing for such Fundamental Transaction.

      (4) A sale, transfer or any other disposition (including, without limitation, by way of spin-off, distribution, complete liquidation or dissolution) of all or substantially all of the Corporation’s business and/or assets (an “Asset Sale”) is consummated, unless, immediately following such consummation, all of the requirements of clauses (3)(a) and (3)(b) of this definition of Change of Control are satisfied, both with respect to the Corporation and with respect to the entity to which such business and/or assets have been sold, transferred or otherwise disposed of or its parent (a “Transferee Entity”).

      The consummation or effectiveness of a Fundamental Transaction or an Asset Sale shall be deemed not to constitute a Change of Control if more than 50% of the outstanding voting securities of the Resulting Entity or the Transferee Entity, as appropriate, are, or are to be, Beneficially Owned by David H. Murdock.

      “Corporation” means Dole Food Company, Inc., a Delaware corporation, and its successors. For purposes of this definition of Corporation, after the consummation of a Fundamental Transaction or an Asset Sale, the term “successor” shall include, without limitation, the Resulting Entity or Transferee Entity, respectively.

      “Dole” means the Corporation and/or its subsidiaries.

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Long Term Incentive Plan Awards in the Last Fiscal Year

      The following table provides information regarding each Contingent Award made to a Named Executive Officer in fiscal 2005 under Dole’s Sustained Profit Growth Plan.

	Incentive Period 2005-2007(1)
			Contingent Award
	Incentive
Name	Period		Minimum(2)		Target(3)		Maximum(3)
David H. Murdock		2005-2007	$	0	$	950,000	$	2,850,000
Richard J. Dahl		2005-2007	$	0	$	750,000	$	2,250,000
C. Michael Carter		2005-2007	$	0	$	454,750	$	1,364,250
Joseph S. Tesoriero		2005-2007	$	0	$	140,625	$	421,875

(1)	The performance matrix established for the Incentive Period 2005-2007 consists of a combination of revenue and return on shareholder investment as the driver of the financial performance factors used in determining the Contingent Awards for the Named Executive Officers. The performance matrix has been established for the 2006-2008 Incentive Period. Final Awards are paid in a lump-sum within 90 days following the end of the Incentive Period. A Final Award may become payable in the event of the Named Executive Officer’s death, disability or retirement, or involuntary termination without cause, and are subject to customary adjustments for certain changes in capitalization.
(2)	If the minimum combination of revenue and return on shareholder investment in the performance matrix is not achieved as of the end of the Incentive Period, no amount will be earned by the Named Executive Officers for the Incentive Period.
(3)	Contingent Award amounts for target and maximum are based on annual salary at the beginning of the Incentive Period.

      The performance matrix and the financial performance factors with respect to future Contingent Awards may vary as determined by the Corporate Compensation and Benefits Committee of Dole’s Board of Directors.

Pension Plans

      Dole maintains a non-contributory pension plan that provides benefits, following retirement at age 65 or older with one or more years of credited service (or age 55 with five or more years of credited service), primarily to salaried, non-union employees of Dole on U.S. payrolls, including executive officers of Dole. The plan provides a monthly pension to supplement personal savings and Social Security benefits. Starting January 1, 2002, no new pension benefits will accrue, with the exception of a transition benefit for long-term employees which will be completed at the end of 2006.

      Each year’s accrued benefit under the plan is 1.1% of final average compensation multiplied by years of service, plus .33% of final average compensation multiplied by years of service in excess of 15 years. Benefits accrued as of March 31, 1992 under the prior benefit formula serve as minimum entitlements.

      The credited years of service and ages as of December 31, 2005 for the Named Executive Officers are as follows: Mr. Murdock (age 82) — 7 years; Mr. Carter (age 62) — 1 year; Mr. Dahl (age 54) — 0 years; and Mr. Tesoriero (age 52) — 0 years. Assuming these individuals remain employed by Dole until age 65 (or later), their annual retirement benefits will approximate: Mr. Carter — $5,748; Mr. Dahl — $0; and Mr. Tesoriero $0. As required by the Internal Revenue Code, Mr. Murdock, who is presently over the age of 70¹/2 , is receiving his current annual retirement benefit under the pension plan of $208,604.

      Generally, the Internal Revenue Code places an annual maximum limit of $170,000 (at December 31, 2005) on the benefits available to an individual under Dole’s pension plans. Furthermore, the Internal Revenue Code places an annual maximum of $210,000 (at December 31, 2005) on compensation which may be considered in determining a participant’s benefit under qualified retirement programs. If an individual’s

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benefit under a plan exceeds the maximum annual benefit or the maximum compensation limit, the excess will be paid by Dole from an unfunded excess and supplemental benefit plan.

      Notwithstanding anything to the contrary set forth in any of Dole’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Form 10-K, in whole or in part, the following Corporate Compensation & Benefits Committee Report shall not be incorporated by reference into any such filings or any future filings, except to the extent Dole expressly incorporates such report by reference therein. The report shall not be deemed soliciting material or otherwise deemed filed under either of such Acts.

Compensation Committee Interlocks and Insider Participation

      The members of the Corporate Compensation and Benefits Committee of Dole’s Board of Directors (the “Compensation Committee”) are David H. Murdock, Chairman, Andrew J. Conrad, David A. DeLorenzo and Roberta Wieman. Mr. Murdock and Ms. Wieman are officers of Dole. Mr. DeLorenzo was Vice Chairman of Dole during part of 2001 and was President and Chief Operating Officer prior thereto.

CORPORATE COMPENSATION AND BENEFITS COMMITTEE REPORT

COMPENSATION PHILOSOPHY

      Dole’s compensation philosophy is to relate the compensation of Dole’s executive officers (all of whom are Named Executive Officers) to measures of Dole performance that contribute to increased value for Dole.

GOALS

      Dole’s compensation philosophy for Named Executive Officers takes into account the following goals:

•  Compensation must reflect a competitive and performance-oriented environment that motivates executive officers to set and achieve aggressive goals in their respective areas of responsibility.

•  Incentive-based compensation must be contingent upon the performance of each executive officer against financial and strategic performance goals.

•  Dole’s compensation policies must enable Dole to attract and retain top quality management.

      The Compensation Committee periodically reviews the components of compensation for the Named Executive Officers on the basis of its philosophy and goals. Further, as the situation warrants, the Compensation Committee also retains the services of a qualified compensation consulting firm to provide recommendations to enhance the linkage of executive officer compensation to the above goals and to obtain information as to how Dole’s compensation of executive officers compares with peer companies.

EXECUTIVE COMPENSATION COMPONENTS

      Dole evaluates the competitiveness of its executive compensation program relative to comparable companies.

      A group of industry peers (or “peer group”) is used to evaluate the compensation for the Named Executive Officers. The peer group was identified by the Compensation Committee’s executive compensation consulting firm through a comparability screening process that considered such variables as revenue size, product line diversity, and geographic scope of operation. The peer group is reviewed periodically and changes may be made based on the comparability screening process.

      Broader published surveys of food processing companies, as well as industry in general, are used to evaluate the competitiveness of total compensation for other Dole executives.

      Generally speaking, above median pay levels can only be achieved if Dole’s aggressive goals associated with its incentive compensation plans are attained. Pay levels for each Named Executive Officer, other than

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the CEO, largely reflect the recommendation of the CEO based on individual experience and breadth of knowledge, internal equity considerations, and other subjective factors. The compensation opportunity for the CEO for 2005 was based on deliberations of the Compensation Committee, as described below under “CEO Compensation.”

      Each component of the total executive compensation package emphasizes a different aspect of Dole’s compensation philosophy:

(1)  Base Salary. Base salaries for Named Executive Officers (other than the CEO whose salary is discussed below) are initially set upon hiring by management (subject to periodic review by the Compensation Committee) based on recruiting requirements (e.g., market demand), competitive pay practices, individual experience and breadth of knowledge, internal equity considerations and other subjective factors.

Increases to base salary are determined primarily on the basis of market movements, individual performance and contribution to Dole, and involve the application of both quantifiable and subjective criteria.

(2)  Annual Incentives. Dole relies to a large degree on annual incentive compensation to attract and retain executives of outstanding abilities and to motivate them to perform to the full extent of these abilities.

Under Dole’s Management One-Year Incentive Plan, target bonuses for the Named Executive Officers, as a percentage of base salary, ranged from 50% to 100%, depending on Dole’s performance relative to financial performance targets set earlier in the year. Bonuses generally are payable only if the specified minimum level of financial performance is realized and may be increased to maximum levels only if substantially higher performance levels are attained. Incentive opportunities for each individual are determined on the basis of competitive incentive levels (as a percent of salary), degree of responsibility and other subjective factors, including the Named Executive Officer’s individual performance over the course of the plan year.

Generally speaking, each Named Executive Officer’s maximum annual cash bonus equals 300% of his target percentage. The maximum bonus is payable only if exceptional Dole performance levels against predetermined goals are achieved.

In 2005, the bonus opportunity for the Named Executive Officers was based upon a cash return measure, reflecting the results of EBITDA and the shareholder’s investment. For 2005, Dole did not meet the targeted cash return performance.

(3)  Long-Term Incentives. Under Dole’s Sustained Profit Growth Plan (“the Growth Plan”), the performance matrix established for the 2005-2007 Incentive Period consists of a combination of revenue and return on shareholder investment as the driver of the financial performance factors used in determining Contingent Awards for the Named Executive Officers. This performance matrix was designed to further align executive compensation with shareholder’s return on a long-term basis. The Growth Plan contemplates annual grants each with three-year Incentive Periods. A participant’s Final Award in connection with each grant is determined as of the end of the Incentive Period for that grant, and is paid in a lump-sum within 90 days following the end of the Incentive Period. The Compensation Committee has authorized all of the Named Executive Officers to participate in the Growth Plan.

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CEO COMPENSATION

      The Compensation Committee periodically reviews Mr. Murdock’s compensation relative to the compensation (base salary, annual and long-term incentives) of the peer group. It is the Compensation Committee’s intent to target aggregate compensation for Mr. Murdock at approximately the median of the peer group. In establishing Mr. Murdock’s compensation, the Compensation Committee considered his responsibilities with other companies and determined that Mr. Murdock devotes to Dole the time that is necessary for the effective performance of his duties.

      Under the terms of the annual incentive plan, Mr. Murdock was eligible for an annual bonus ranging from 0% to 300% of target percentage (100% of base salary), depending on Dole’s performance in 2005. Mr. Murdock’s total 2005 bonus opportunity was based on the Company’s cash return. Dole did not meet the targeted cash return performance. The Committee approved an award of $285,000 to Mr. Murdock.

      Mr. Murdock participates in Dole’s Sustained Profit Growth Plan, described above under Long-Term Incentives.

      Mr. Murdock recused himself from the Committee’s voting on, and all of its discussion of, his own compensation.

The Corporate Compensation And

Benefits Committee

David H. Murdock, Chairman

Andrew J. Conrad

David A. DeLorenzo

Roberta Wieman

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

		Amount and
		Nature of		Percent
		Beneficial		of
Title of Class	Name and Address of Beneficial Owner	Ownership(1)		Class
Common Stock, $0.001 par value	David H. Murdock		1,000  shares		100%
	Dole Food Company, Inc.   One Dole Drive   Westlake Village, CA 91362

(1)  Mr. Murdock beneficially owns these shares through one or more affiliates, and has effective sole voting and dispositive power with respect to the shares. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Mr. Murdock is Dole’s Chairman of the Board and Chief Executive Officer.

      Dole has no equity compensation plans. All of the outstanding shares of common stock of Dole have been pledged pursuant to Dole’s Credit Agreement and ancillary documents thereto.

Item 13. Certain Relationships and Related Transactions

      In September 1998, the Company acquired 60% of Saba. On December 30, 2004, the Company acquired the remaining 40% minority interest of Saba (See Note 5 to the Consolidated Financial Statements). Prior to the Company’s acquisition of the minority interest, the 40% minority interest was held 25% by another Swedish company and 15% by a Swedish co-op. As part of its normal operations, Saba routinely sells fresh fruit, vegetables and flowers to entities in which these minority shareholders are principal owners. Revenues from these entities were $349.6 million, $251.3 million and $75.7 million during the year ended January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively.

      On March 28, 2003, the Company completed the going-private merger transaction with DHM Holding Company, Inc. and became wholly owned by David H. Murdock, the Company’s Chairman and Chief Executive Officer, through DHM Holding Company, Inc. (See Note 3 to the Consolidated Financial Statements).

      Mr. Murdock owns Castle & Cooke, Inc. (“Castle”) as well as a transportation equipment leasing company, a private dining club and a private country club, which supply products and provide services to numerous customers and patrons. During the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, the Company paid Mr. Murdock’s companies an aggregate of approximately $7.2 million, $5.2 million, $3.8 million and $1.2 million, respectively, primarily for the rental of truck chassis, generator sets and warehousing services. Castle purchased approximately $4 million, $0.4 million, $0.3 million and $0.1 million of products from the Company during the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, respectively. The Company had a number of other transactions with Castle and other entities owned by Mr. Murdock, generally on an arms-length basis, none of which, individually or in the aggregate, were material.

      The Company and Castle are responsible for 68% and 32%, respectively, of all obligations under an aircraft lease arrangement. The Company and Castle have agreed that each party would be responsible for the direct costs associated with its use of this aircraft, and that all other indirect costs would be shared in proportion to each party’s lease obligation percentage. During the years ended December 31, 2005 and January 1, 2005, three quarters ended January 3, 2004 and quarter ended March 22, 2003, the Company’s proportionate share of the direct and indirect costs for this aircraft was $1.9 million, $2.3 million, $1.5 million and $0.5 million, respectively.

      In 2003, the Company and Castle began operating their risk management departments on a joint basis. This arrangement enables the Company and Castle to leverage their buying power to optimize their position in

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the insurance market and take advantage of the market relationships that both companies developed over the years. The Company and Castle share insurance procurement and premium costs based on the relative risk borne by each company as determined under methodologies used by the insurance underwriters. Administrative costs of the risk management department are shared on a 50-50 basis. The Company’s share of the risk management department’s costs during each of the years ended December 31, 2005, January 1, 2005 and January 3, 2004 were approximately $0.2 million, $0.1 million and $0.1 million, respectively.

      The Company retains risk for commercial property losses sustained by the Company and Castle totaling $4 million in the aggregate and $4 million per occurrence, above which the Company has coverage provided through third party insurance carriers. The arrangement, entered into on April 1, 2005 and expiring March 31, 2006, provides for premiums to be paid to the Company by Castle quarterly beginning March 31, 2005 in exchange for the Company’s retained risk. The Company received approximately $0.7 million and $1 million from Castle during the years ended December 31, 2005 and January 1, 2005, respectively. No amounts were paid by Castle under this arrangement during the year ended January 3, 2004. The Company paid approximately $0.2 million and $0.3 million to Castle for property losses in 2005 and 2004, respectively.

      During September 2004, the Company and Castle entered into a tax-free real estate exchange agreement in which the Company transferred unimproved and improved real properties located in California and Hawaii, having an independently appraised aggregate fair market value of approximately $17.3 million, for Castle’s unimproved real property located in Westlake Village, California having substantially the same, independently appraised fair market value. Since the exchange of land was between two entities under common control, no gain was recognized on the exchange (See Note 12 to the Consolidated Financial Statements).

      The Company had outstanding net accounts receivable of $0.2 million from Castle at December 31, 2005 and outstanding net accounts payable of $0.4 million to Castle at January 1, 2005.

      Mr. Murdock is a director and executive officer of Dole and also serves as a director and executive officer of privately held entities that he owns or controls. Mr. Scott Griswold, Ms. Roberta Wieman and Mr. Justin Murdock also serve as directors and officers of privately held entities controlled by Mr. Murdock. Mr. Edward C. Roohan is a director of Dole and a director and executive officer of Castle. Any compensation paid by those companies is within the discretion of their respective boards of directors.

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Item 14. Principal Accountant Fees and Services

Principal Accountant Fees and Services

      The following table summarizes the aggregate fees billed to the Company by its independent auditor Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”):

	Fiscal Year Ended
	December 31,		January 1,
	2005		2005
	(In thousands)
Audit Fees(a)	$	3,250	$	2,932
Audit-Related Fees(b)		1,108		1,546
Total Audit and Audit Related Fees		4,358		4,478
Tax Fees(c)		351		363
All Other Fees(d)		—		—
Total	$	4,709	$	4,841

(a)  Audit fees include $3,250,000 and $2,932,000 for services related to the audit of the annual consolidated financial statements and reviews of the quarterly condensed consolidated financial statements for 2005 and 2004, respectively.

(b)	Audit-related fees include $593,000 and $1,042,000 Section 404 advisory services for 2005 and 2004 respectively. Audit-related fees for 2005 and 2004 also include $195,000 and $175,000, respectively, for employee benefit plan audits. The remaining amounts relate to accounting and financial reporting consultations, and various agreed-upon procedures and compliance reports.
(c)	Fees for tax services billed in 2005 and 2004 consisted of $0 and $125,000, respectively, for tax compliance and $351,000 and $238,000, respectively, for tax planning and advice.
(d)	There were no other services billed to the Company in 2005 and 2004.

	Fiscal Year Ended
	December 31, 2005		January 1, 2005
Ratio of Tax Planning and Advice Fees and All Other Fees to Audit Fees, Audit-Related Fees and Tax Compliance Fees		0.1:1		0.1:1

      In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent auditor and Company management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the Securities and Exchange Commission to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1. Financial Statements: The following consolidated financial statements are included herein in Item 8 above.

		Form 10-K
		Page
	Audited Financial Statements for the Year Ended December 31, 2005 (Successor), Year Ended January 1, 2005 (Successor), the Three Quarters Ended January 3, 2004 (Successor), Quarter Ended March 22, 2003 (Predecessor)		48
2.	Financial Statement Schedule
	Valuation and Qualifying Accounts		128
3.	Exhibits:

Exhibit
Number		Title
	3.1(a)	Amended and Restated Certificate of Incorporation of Dole Food Company, Inc. (incorporated by reference to Exhibit 3.1 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 22, 2003, File No. 1-4455).
	3.1(b)†	Articles of Incorporation of Oceanic Properties Arizona, Inc., dated as of January 12, 1988. Articles of Amendment to the Articles of Incorporation of Oceanic Properties Arizona, Inc., dated as of November 16, 1990, changed the company’s name to Castle & Cooke Arizona, Inc. Articles of Amendment to the Articles of Incorporation of Castle & Cooke Arizona, Inc., dated as of December 21, 1995, changed the company’s name to Calazo Corporation.
	3.1(c)†	Articles of Incorporation of AG 1970, Inc., dated as of September 25, 1987. Certificate of Amendment of Articles of Incorporation of AG 1970, Inc., dated as of December 13, 1989.
	3.1(d)†	Articles of Incorporation of AG 1971, Inc., dated as of September 25, 1987. Certificate of Amendment of Articles of Incorporation of AG 1971, Inc., dated as of December 13, 1989.
	3.1(e)†	Articles of Incorporation of AG 1972, Inc., dated as of September 25, 1987. Certificate of Amendment of Articles of Incorporation of AG 1972, Inc., dated as of December 13, 1989.
	3.1(f)†	Articles of Incorporation of Castle & Cooke Homes, Inc., dated as of February 10, 1992. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Homes, Inc., dated as of March 18, 1996, changed the company’s name to Alyssum Corporation.
	3.1(g)†	Articles of Incorporation of Barclay Hollander Curci, Inc., dated as of February 28, 1969. Certificate of Amendment of Articles of Incorporation, dated as of February 1975, changed the company’s name to Barclay Hollander Corporation. Certificate of Amendment of Articles of Incorporation of Barclay Hollander Corporation, dated as of November 26, 1980. Certificate of Amendment of Articles of Incorporation of Barclay Hollander Corporation, dated as of June 11, 1990.
	3.1(h)†	Articles of Incorporation of Grandma Mac’s Orchard, dated as of August 27, 1976. Certificate of Amendment of Articles of Incorporation of Grandma Mac’s Orchard, dated as of January 6, 1988, changed the company’s name to Sun Giant, Inc. Certificate of Amendment of Articles of Incorporation of Sun Giant, Inc., dated as of March 4, 1988, changed the company’s name to Dole Bakersfield, Inc. Certificate of Amendment of Articles of Incorporation of Dole Bakersfield, Inc., dated as of June 11, 1990. Agreement of Merger of Bud Antle, Inc. and Dole Bakersfield, Inc., dated as of December 18, 2000, changed the company’s name to Bud Antle, Inc.

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Exhibit
Number		Title
	3.1(i)†	Articles of Incorporation of Lake Anderson Corporation, dated as of June 26, 1964. Certificate of Amendment of Articles of Incorporation, dated as of November 12, 1971. Certificate of Amendment of Articles of Incorporation, dated as of August 28, 1972, changed the company’s name to Oceanic California Inc. Certificate of Amendment of Articles of Incorporation, dated as of July 14, 1977. Certificate of Amendment of Articles of Incorporation of Oceanic California Inc., dated as of June 17, 1981. Certificate of Amendment of Articles of Incorporation of Oceanic California Inc., dated as of November 16, 1990, changed the company’s name to Castle & Cooke California, Inc. Certificate of Amendment of Articles of Incorporation of Castle & Cooke California, Inc., dated as of December 21, 1995, changed the company’s name to Calicahomes, Inc.
	3.1(j)†	Articles of Incorporation of California Polaris, Inc., dated as of April 6, 1979.
	3.1(k)†	Articles of Incorporation of Dole ABPIK, Inc., dated as of November 15, 1988. Certificate of Amendment of Articles of Incorporation of Dole ABPIK, Inc., dated as of December 13, 1989.
	3.1(l)†	Articles of Incorporation of Castle & Cooke Sierra Vista, Inc., dated as of June 8, 1992. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Sierra Vista, Inc., dated as of March 18, 1996, changed the company’s name to Dole Arizona Dried Fruit and Nut Company.
	3.1(m)†	Articles of Incorporation of CCJM, Inc., dated as of December 11, 1989. Certificate of Amendment of Articles of Incorporation of CCJM, Inc., dated as of September 9, 1991, changed the company’s name to Dole Carrot Company.
	3.1(n)†	Articles of Incorporation of Miracle Fruit Company, dated as of September 12, 1979. Certificate of Amendment of Articles of Incorporation of Miracle Fruit Company, dated as of October 1, 1979, changed the company’s name to Blue Goose Growers, Inc. Certificate of Amendment of Articles of Incorporation of Blue Goose Growers, Inc., dated as of June 11, 1990. Certificate of Amendment of Articles of Incorporation of Blue Goose Growers, Inc., dated as of February 15, 1991, changed the company’s name to Dole Citrus.
	3.1(o)†	Articles of Incorporation of Dole DF&N, Inc., dated as of November 15, 1988. Certificate of Amendment of Articles of Incorporation of Dole DF&N, Inc., dated as of December 13, 1989.
	3.1(p)†	General Partnership Agreement of Dole Dried Fruit and Nut Company, a California general partnership, dated as of October 15, 1995.
	3.1(q)†	Articles of Incorporation of Canfield Farming Company, dated as of July 17, 1963. Certificate of Amendment of Articles of Incorporation of Canfield Farming Company, dated as of March 15, 1971, changed the company’s name to Tenneco Farming Company. Certificate of Amendment of Articles of Incorporation of Tenneco Farming Company, dated as of January 6, 1988, changed the company’s name to Sun Giant Farming, Inc. Certificate of Amendment of Articles of Incorporation of Sun Giant Farming, Inc., dated as of April 25, 1988, changed the company’s name to Dole Farming, Inc. Certificate of Amendment of Articles of Incorporation of Dole Farming, Inc., dated as of June 11, 1990.
	3.1(r)†	Articles of Incorporation of Castle & Cooke Fresh Vegetables, Inc., dated as of July 14, 1983. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Fresh Vegetables, Inc., dated as of December 13, 1989. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Fresh Vegetables, Inc., dated as of January 2, 1990, changed the company’s name to Dole Fresh Vegetables, Inc.
	3.1(s)†	Restated Articles of Incorporation of T.M. Duche Nut Co., Inc., dated as of October 15, 1986. Certificate of Amendment of Articles of Incorporation of T.M. Duche Nut Co., Inc., dated as of November 14, 1986. Certificate of Amendment of Articles of Incorporation, dated as of April 20, 1988, changed the company’s name to Dole Nut Company. Certificate of Amendment of Articles of Incorporation of Dole Nut Company, dated as of December 13, 1989. Certificate of Amendment of Articles of Incorporation of Dole Nut Company, dated as of January 28, 1998, changed the company’s name to Dole Orland, Inc.

121

Exhibit
Number		Title
	3.1(t)†	Articles of Incorporation of S & J Ranch, Inc., dated as of December 15, 1952. Certificate of Amendment of Articles of Incorporation of S & J Ranch, Inc., dated as of December 13, 1989. Certificate of Amendment of Articles of Incorporation of S & J Ranch, Inc., dated as of September 27, 2000, changed the company’s name to Dole Visage, Inc.
	3.1(u)†	Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc., dated as of November 25, 1975. Certificate of Amendment of Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc., dated as of July 25, 1984, changed the company’s name to E.T. Wall Company. Certificate of Amendment of Articles of Incorporation of E.T. Wall Company, dated as of June 11, 1990.
	3.1(v)†	Articles of Incorporation of Earlibest Orange Association, Inc., dated as of November 7, 1963. Certificate of Amendment of Articles of Incorporation of Earlibest Orange Association, Inc., dated as of December 13, 1989.
	3.1(w)†	Articles of Incorporation of The Citrus Company, dated as of February 1, 1984. Certificate of Amendment of Articles of Incorporation of The Citrus Company, dated as of February 16, 1984, changed the company’s name to Fallbrook Citrus Company, Inc. Certificate of Amendment of Articles of Incorporation, dated as of March 15, 1994. Certificate of Amendment of Articles of Incorporation of Fallbrook Citrus Company, Inc., dated as of June 11, 1990.
	3.1(x)†	Articles of Incorporation of Lindero Headquarters Company, Inc., dated as of February 12, 1998.
	3.1(y)†	Articles of Incorporation of Lindero Property, Inc., dated as of October 10, 1991.
	3.1(z)†	Articles of Incorporation of Oceanview Produce Company, dated as of June 15, 1989. Certificate of Amendment of Articles of Incorporation of Oceanview Produce Company, dated as of August 7, 1989.
	3.1(aa)†	Articles of Incorporation of Prairie Vista, Inc., dated as of November 23, 1953.
	3.1(ab)†	Articles of Incorporation of Kingsize Packing Co., dated as of February 5, 1990. Certificate of Amendment of Articles of Incorporation of Kingsize Packing Co., dated as of March 30, 1990, changed the company’s name to Royal Packing Co.
	3.1(ac)†	Articles of Incorporation of Trojan Transport Co., dated as of August 31, 1955. Certificate of Amendment of Articles of Incorporation of Trojan Transport Co., dated as of July 31, 1956, changed the company’s name to Trojan Transportation and Warehouse Co. Certificate of Amendment of Articles of Incorporation of Trojan Transportation Co., dated as of January 24, 1961, changed the company’s name to Veltman Terminal Co.
	3.1(ad)†	Certificate of Incorporation of Bananera Antillana (Columbia), Inc., dated as of November 16, 1977.
	3.1(ae)†	Certificate of Incorporation of Clovis Citrus Association, dated as of January 24, 1990. Certificate of Amendment of Certificate of Incorporation of Clovis Citrus Association, dated as of January 24, 1990.
	3.1(af)†	Certificate of Incorporation of Tenneco Sudan, Inc., dated as of June 8, 1977. Certificate of Amendment of Certificate of Incorporation of Tenneco Sudan, Inc., dated as of December 10, 1986, changed the company’s name to Tenneco Realty Development Holding Corporation. Certificate of Amendment of Certificate of Incorporation of Tenneco Realty Development Holding Corporation, dated as of April 21, 1988, changed the company’s name to Oceanic California Realty Development Holding Corporation. Certificate of Amendment of Certificate of Incorporation of Oceanic California Realty Development Holding Corporation, dated as of November 16, 1990, changed the company’s name to Castle & Cooke Bakersfield Holdings, Inc. Certificate of Amendment of Certificate of Incorporation of Castle & Cooke Bakersfield Holdings, Inc., dated as of March 18, 1996, changed the company’s name to Delphinium Corporation.

122

Exhibit
Number		Title
	3.1(ag)†	Certificate of Incorporation of Standard Banana Company, dated as of March 21, 1955. Certificate of Amendment of Certificate of Incorporation of Standard Banana Company, dated as of January 8, 1971, changed the company’s name to Standard Fruit Sales Company. Certificate of Amendment of Certificate of Incorporation of Standard Fruit Sales Company, dated as of June 6, 1973, changed the company’s name to Castle & Cooke Food Sales Company. Certificate of Amendment of Certificate of Incorporation of Castle & Cooke Food Sales Company, dated as of September 25, 1984, changed the company’s name to Dole Europe Company. Certificate of Change of Location of Registered Office and of Registered Agent, dated as of April 18, 1988.
	3.1(ah)†	Certificate of Incorporation of Castle Aviation, Inc., dated as of June 25, 1987. Certificate of Amendment of Certificate of Incorporation of Castle Aviation, Inc., dated as of April 10, 1992, changed the company’s name to Dole Foods Flight Operations, Inc.
	3.1(ai)†	Certificate of Incorporation of Cut Flower Exchange, Inc., dated as of February 11, 1988. Certificate of Merger, dated as of July 31, 1991, changed the company’s name Sunburst Farms, Inc. Certificate of Amendment of Certificate of Incorporation of Sunburst Farms, Inc., dated as of June 23, 1999, changed the company’s name to Dole Fresh Flowers, Inc.
	3.1(aj)†	Certificate of Incorporation of Wenatchee-Beebe Orchard Company, dated as of November 7, 1927. Certificate of Ownership and Merger in Wenatchee-Beebe Orchard Company, dated as of June 23, 1943. Certificate of Amendment of Certificate of Incorporation of Wenatchee-Beebe Orchard Company, dated as of April 20, 1983, changed the company’s name to Beebe Orchard Company. Certificate of Merger of Wells and Wade Fruit Company and Beebe Orchard Company, dated as of March 23, 2001, changed the company’s name to Dole Northwest, Inc.
	3.1(ak)†	Certificate of Incorporation of Dole Sunburst Express, Inc. Certificate of Amendment of Certificate of Incorporation of Dole Sunburst Express, Inc., dated as of July 21, 1996, changed the company’s name to Dole Sunfresh Express, Inc.
	3.1(al)†	Certificate of Incorporation of Standard Fruit and Steamship Company, dated as of January 2, 1968.
	3.1(am)†	Certificate of Incorporation of Standard Fruit Company, dated as of March 14, 1955. Certificate of Change of Location of Registered Office and of Registered Agent, dated as of April 18, 1988.
	3.1(an)†	Certificate of Incorporation of Produce America, Inc., dated as of June 24, 1982. Certificate of Amendment of Certificate of Incorporation Before Payment of Capital of Produce America, Inc., dated as of October 29, 1982, changed the company’s name to CCFV, Inc. Certificate of Amendment of Certificate of Incorporation of CCFV, Inc., dated as of September 29, 1983, changed the company’s name to Sun Country Produce, Inc.
	3.1(ao)†	Certificate of Incorporation of West Foods, Inc., dated as of March 9, 1973.
	3.1(ap)†	Certificate of Incorporation of Cool Advantage, Inc., dated as of December 14, 1998.
	3.1(aq)†	Articles of Incorporation of Cool Care Consulting, Inc., dated as of September 16, 1986. Articles of Amendment of Cool Care Consulting, Inc., dated as of April 4, 1996, changed the company’s name to Cool Care, Inc.
	3.1(ar)†	Articles of Incorporation of Flowernet, Inc., dated as of September 11, 1987.
	3.1(as)†	Articles of Incorporation of Saw Grass Transport, Inc., dated as of June 24, 1999.
	3.1(at)†	Articles of Incorporation of Castle & Cooke Development Corporation, dated as of June 8, 1992. Articles of Amendment to Change Corporate Name, dated as of March 1, 1993, changed the company’s name to Castle & Cooke Communities, Inc. Articles of Amendment to Change Corporate Name, dated as of March 18, 1996, changed the company’s name to Blue Anthurium, Inc.
	3.1(au)†	Articles of Incorporation of Dole Acquisition Corporation, dated as of October 13, 1994. Articles of Amendment to Change Corporate Name, dated as of January 10, 1995, changed the company’s name to Castle & Cooke Homes, Inc. Articles of Amendment to Change Corporate Name, dated as of March 18, 1996, changed the company’s name to Cerulean, Inc.

123

Exhibit
Number		Title
	3.1(av)†	Articles of Incorporation of Castle & Cooke Land Company, Inc., dated as of March 8, 1990. Articles of Amendment to Change Corporate Name, dated as of May 7, 1997, changed the company’s name to Dole Diversified, Inc.
	3.1(aw)†	Articles of Association of Kohala Sugar Company, dated as of February 3, 1863. Articles of Amendment to Change Corporate Name, dated as of May 1, 1989, changed the company’s name to Dole Land Company, Inc.
	3.1(ax)†	Articles of Incorporation of Dole Packaged Foods Corporation, dated as of April 4, 1990.
	3.1(ay)†	Articles of Association of Oceanic Properties, Inc., dated as of May 19, 1961. Articles of Amendment to Change Corporate Name, dated as of October 23, 1990, changed the company’s name to Castle & Cooke Properties, Inc. Articles of Amendment, dated as of November 26, 1990. Articles of Amendment to Change Corporate Name, dated as of December 4, 1995, changed the company’s name to La Petite d’Agen, Inc.
	3.1(az)†	Articles of Incorporation of Lanai Holdings, Inc., dated as of May 4, 1990. Articles of Amendment, dated as of November 26, 1990. Articles of Amendment to Change Corporate Name, dated as of January 22, 1996, changed the company’s name to Malaga Company, Inc.
	3.1(ba)†	Articles of Incorporation of M K Development, Inc., dated as of February 26, 1988. Articles of Amendment, dated as of November 26, 1990.
	3.1(bb)†	Articles of Incorporation of Mililani Town, Inc., dated as of December 29, 1966. Articles of Amendment, dated as of November 26, 1990. Articles of Amendment to Change Corporate Name, December 24, 1990, changed the company’s name to Castle & Cooke Residential, Inc. Articles of Amendment to Change Corporate Name, dated as of October 21, 1993, changed the company’s name to Castle & Cooke Homes Hawaii, Inc. Articles of Amendment to Change Corporate Name, dated as of December 4, 1995, changed the company’s name to Muscat, Inc.
	3.1(bc)†	Articles of Incorporation of Oahu Transport Company, Limited, dated as of April 15, 1947. Articles of Amendment, dated as of July 24, 1987. Articles of Amendment, dated as of May 1997.
	3.1(bd)†	Articles of Incorporation of Wahiawa Water Company, Inc., dated as of June 24, 1975.
	3.1(be)†	Articles of Incorporation of Waialua Sugar Company, Inc., dated as of January 12, 1968. Certificate of Amendment, dated as of January 24, 1986.
	3.1(bf)†	Certificate of Incorporation of Lanai Company, Inc., dated as of June 15, 1970. Articles of Amendment, dated as of November 26, 1990. Articles of Amendment to Change Corporate Name, dated as of December 4, 1995, changed the company’s name to Zante Currant, Inc.
	3.1(bg)†	Articles of Incorporation of Diversified Imports Co., dated as of December 1, 1987.
	3.1(bh)†	Articles of Incorporation of Dole Assets, Inc., dated as of September 9, 1997.
	3.1(bi)†	Articles of Incorporation of Dole Fresh Fruit Company, dated as of September 12, 1985.
	3.1(bj)†	Articles of Incorporation of Castle & Cooke Fresh Fruit, Inc., dated as of October 27, 1983. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Fresh Fruit Company, dated as of May 9, 1997, changed the company’s name to Dole Holdings Inc.
	3.1(bk)†	Articles of Incorporation of Dole Logistics Services, Inc., dated as of February 4, 1993.
	3.1(bl)†	Articles of Incorporation of Dole Ocean Cargo Express, Inc., dated as of July 8, 1999.
	3.1(bm)†	Articles of Incorporation of Dole Ocean Liner Express, Inc., dated as of June 3, 1993.
	3.1(bn)†	Articles of Incorporation of Renaissance Capital Corporation, dated as of July 28, 1995.
	3.1(bo)†	Certificate of Incorporation of Sun Giant, Inc., dated as of December 8, 1987.
	3.1(bp)†	Certificate of Incorporation of Miradero Fishing Company, Inc., dated as of August 9, 1971.
	3.1(bq)†	Articles of Incorporation of DNW Services Company, dated as of June 4, 1998.
	3.1(br)†	Articles of Incorporation of Pacific Coast Truck Company, dated as of June 27, 1995.
	3.1(bs)†	Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated as of July 28, 1959. Articles of Amendment to Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated as of May 26, 1972. Articles of Amendment to Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated as of August 30, 1973. Amendment to Articles of Incorporation, dated as of June 25, 1976.

124

Exhibit
Number		Title
	3.2(a)	By-Laws of Dole Food Company, Inc. (incorporated by reference to Exhibit 3.2 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 22, 2003, File No. 1-4455).
	3.2(b)†	Form of By-Laws of the Additional Registrants.
	4.1	Indenture, dated as of July 15, 1993, between Dole and Chase Manhattan Bank and Trust Company (formerly Chemical Trust Company of California) (incorporated by reference to Exhibit 4.6 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 23, 2002, File No. 1-4455).
	4.2	First Supplemental Indenture, dated as of April 30, 2002, between Dole and J.P. Morgan Trust Company, National Association, to the Indenture dated as of July 15, 1993, pursuant to which $400 million of Dole’s senior notes due 2009 were issued (incorporated by reference to Exhibit 4.9 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 23, 2002, File No. 1-4455).
	4.3	Officers’ Certificate, dated August 3, 1993, pursuant to which $175 million of Dole’s debentures due 2013 were issued (incorporated by reference to Exhibit 4.3 to Dole’s Annual Report on Form 10-K for the fiscal year ended January 2, 1999, File No. 1-4455).
	4.4	Second Supplemental Indenture, dated as of March 28, 2003, between Dole and Wells Fargo Bank, National Association (successor trustee to J.P. Morgan Trust Company), to the Indenture dated as of July 15, 1993 (incorporated by reference to Exhibit 4.10 to Dole’s Current Report on Form 8-K, event date April 4, 2003, File No. 1-4455).
	4.5†	Agreement of Removal, Appointment and Acceptance, dated as of March 28, 2003, by and among Dole, J.P. Morgan Trust Company, National Association, successor in interest to Chemical Trust Company of California, as Prior Trustee, and Wells Fargo Bank, National Association.
	4.6†	Third Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee.
	4.7	Indenture, dated as of March 28, 2003, by and among Dole, the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee, pursuant to which $475 million of Dole’s 87/8 % senior notes due 2011 were issued (incorporated by reference to Exhibit 4.10 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 22, 2003, File No. 1-4455).
	4.8†	First Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee.
	4.9	Form of Global Note and Guarantee for Dole’s new 87/8 % senior notes due 2011 (included as Exhibit B to Exhibit Number 4.7 hereto).
	4.11†	Indenture, dated as of May 29, 2003, by and among Dole, the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee, pursuant to which $400 million of Dole’s 71/4 % senior notes due 2010 were issued.
	4.12†	First Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee.
	4.13	Form of Global Note and Guarantee for Dole’s 71/4 % senior notes due 2010 (included as Exhibit A to Exhibit Number 4.11 hereto).
	4.14	Dole Food Company, Inc. Master Retirement Savings Trust Agreement, dated as of February 1, 1999, between Dole and The Northern Trust Company (incorporated by reference to Exhibit 4.7 to Dole’s Annual Report on Form 10-K for the fiscal year ended January 2, 1999, File No. 1-4455).

125

Exhibit
Number		Title
	10.1*	Credit Agreement, dated as of March 28, 2003, amended and restated as of April 18, 2005 and further amended and restated as of April 12, 2006, among DHM Holding Company, Inc., a Delaware corporation, Dole Holding Company, LLC, a Delaware limited liability company, Dole Food Company, Inc., a Delaware corporation, Solvest, Ltd., a company organized under the laws of Bermuda, the Lenders from time to time party hereto, Deutsche Bank AG New York Branch, as Deposit Bank, Deutsche Bank AG New York Branch, as Administrative Agent, Banc Of America Securities LLC, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent and Deutsche Bank Securities Inc., as Lead Arranger and Sole Book Runner.
	10.2*	Credit Agreement, dated as of April 12, 2006, among DHM Holding Company, Inc., a Delaware corporation, Dole Holding Company, LLC, a Delaware limited liability company, Dole Food Company, Inc., a Delaware corporation, the Lenders party hereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent, Banc of America Securities LLC, as Syndication Agent, Deutsche Bank Securities LLC and Banc of America Securities LLC, as Joint Book Running Managers and Deutsche Bank Securities Inc. as Lead Arranger.
	10.3	Dole’s Supplementary Executive Retirement Plan, effective January 1, 1989, First Restatement (incorporated by reference to Exhibit 10(c) to Dole’s Annual Report on Form 10-K for the fiscal year ended December 29, 1990, File No. 1-4455). This Plan was amended on March 22, 2001 (the March 22, 2001 amendments are incorporated by reference to Exhibit 10.10 to Dole’s Annual Report on Form 10-K for the fiscal year ended December 30, 2000, File No. 1-4455).
	10.4	Dole’s Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to Dole’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994, File No. 1-4455). This Plan was amended on March 22, 2001 (the March 22, 2001 amendments are incorporated by reference to Exhibit 10.10 to Dole’s Annual Report on Form 10-K for the fiscal year ended December 30, 2000, File No. 1-4455).
	10.5	Dole’s 1996 Non-Employee Directors Deferred Stock and Cash Compensation Plan, as amended effective October 9, 1998 (incorporated by reference to Exhibit 10 to Dole’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 10, 1998, File No. 1-4455). This Plan was amended on March 22, 2001 (the March 22, 2001 amendments are incorporated by reference to Exhibit 10.10 to Dole’s Annual Report on Form 10-K for the fiscal year ended December 30, 2000, File No. 1-4455).
	10.6	Consulting Agreement, dated as of December 28, 2001, between Dole and David A. DeLorenzo (incorporated by reference to Exhibit 10.12 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 23, 2002, File No. 1-4455).
	10.7	Schedule of executive officers having Form 1 Change of Control Agreement (incorporated by reference to Exhibit 10.7 to Dole’s Current Report on Form 8-K dated February 4, 2005, File No. 1-4455).
	10.8	Form 1 Change of Control Agreement (incorporated by reference to Exhibit 10.14 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 23, 2002, File No. 1-4455).
	12*	Ratio of Earnings to Fixed Charges.
	21*	Subsidiaries of Dole Food Company, Inc.
	23*	Consent of Deloitte & Touche LLP.
	31.1*	Certification by the Chairman and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
	31.2*	Certification by the Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
	32.1**	Certification by the Chairman and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
	32.2**	Certification by the Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

126

†  Incorporated by reference to the correspondingly numbered exhibits to Dole’s Registration Statement on Form S-4, filed with the Commission on June 25, 2004, File No. 333-106493

*  Filed herewith

**  Furnished herewith

127

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dole Food Company, Inc.

Registrant

By:  /s/ David H. Murdock

David H. Murdock

Chairman and Chief Executive Officer

April 14, 2006

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Michael Carter and Richard J. Dahl, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ David H. Murdock David H. Murdock	Chairman of the Board and Chief Executive Officer and Director	April 14, 2006
/s/ Richard J. Dahl Richard J. Dahl	President and Chief Operating Officer and Director	April 14, 2006
/s/ C. Michael Carter C. Michael Carter	Executive Vice President, General Counsel and Corporate Secretary and Director	April 14, 2006
/s/ Scott A. Griswold Scott A. Griswold	Executive Vice President, Corporate Development and Director	April 14, 2006
/s/ Roberta Wieman Roberta Wieman	Executive Vice President, Chief of Staff and Director	April 14, 2006
/s/ Joseph S. Tesoriero Joseph S. Tesoriero	Vice President and Chief Financial Officer	April 14, 2006
/s/ Yoon J. Hugh Yoon J. Hugh	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	April 14, 2006
/s/ Andrew J. Conrad Andrew J. Conrad	Director	April 14, 2006
/s/ David A. DeLorenzo David A. DeLorenzo	Director	April 14, 2006
/s/ Richard M. Ferry Richard M. Ferry	Director	April 14, 2006
/s/ Justin Murdock Justin Murdock	Director	April 14, 2006
/s/ Edward C. Roohan Edward C. Roohan	Director	April 14, 2006

128

DOLE FOOD COMPANY, INC.

VALUATION AND QUALIFYING ACCOUNTS

					Additions		Deductions(A)
			Balance at							Charged to			Balance at
			Beginning		Charged to Costs					Other			End of
			of Period		and Expenses					Accounts(B)			Period
			(In thousands)
SUCCESSOR
Year Ended December 31, 2005
	Allowance for doubtful accounts
		Trade receivables	$	49,312	$	21,121	$	(22,673	)	$	(3,606	)	$	44,154
		Notes and other current receivables		16,221		3,496		(8,760	)		3,474			14,431
		Long-term notes and other receivables		8,670		1,354		(2,207	)		4,766			12,583
SUCCESSOR
Year Ended January 1, 2005
	Allowance for doubtful accounts
		Trade receivables	$	53,471	$	10,128	$	(12,672	)	$	(1,615	)	$	49,312
		Notes and other current receivables		17,125		5,486		(4,875	)		(1,515	)		16,221
		Long-term notes and other receivables		3,759		5,032		(7,336	)		7,215			8,670
SUCCESSOR
Three Quarters Ended January 3, 2004
	Allowance for doubtful accounts
		Trade receivables	$	12,983	$	15,229	$	(13,304	)	$	38,563		$	53,471
		Notes and other current receivables		3,540		3,253		(4,346	)		14,678			17,125
		Long-term notes and other receivables		14,413		479		(40,975	)		29,842			3,759
PREDECESSOR
Quarter Ended March 22, 2003
	Allowance for doubtful accounts
		Trade receivables	$	54,580	$	3,064	$	(2,108	)	$	—		$	55,536
		Notes and other current receivables		16,358		425		(308	)		(1,332	)		15,143
		Long-term notes and other receivables		64,917		709		(5,301	)		1,332			61,657

Note:

(A)	Includes write-off of uncollectible amounts and adjustments for business dispositions and reconfigurations
(B)	Purchase accounting and transfers among allowance accounts

129

Exhibit Index

Exhibit
Number		Title
	3.1(a)	Amended and Restated Certificate of Incorporation of Dole Food Company, Inc. (incorporated by reference to Exhibit 3.1 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 22, 2003, File No. 1-4455).
	3.1(b)†	Articles of Incorporation of Oceanic Properties Arizona, Inc., dated as of January 12, 1988. Articles of Amendment to the Articles of Incorporation of Oceanic Properties Arizona, Inc., dated as of November 16, 1990, changed the company’s name to Castle & Cooke Arizona, Inc. Articles of Amendment to the Articles of Incorporation of Castle & Cooke Arizona, Inc., dated as of December 21, 1995, changed the company’s name to Calazo Corporation.
	3.1(c)†	Articles of Incorporation of AG 1970, Inc., dated as of September 25, 1987. Certificate of Amendment of Articles of Incorporation of AG 1970, Inc., dated as of December 13, 1989.
	3.1(d)†	Articles of Incorporation of AG 1971, Inc., dated as of September 25, 1987. Certificate of Amendment of Articles of Incorporation of AG 1971, Inc., dated as of December 13, 1989.
	3.1(e)†	Articles of Incorporation of AG 1972, Inc., dated as of September 25, 1987. Certificate of Amendment of Articles of Incorporation of AG 1972, Inc., dated as of December 13, 1989.
	3.1(f)†	Articles of Incorporation of Castle & Cooke Homes, Inc., dated as of February 10, 1992. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Homes, Inc., dated as of March 18, 1996, changed the company’s name to Alyssum Corporation.
	3.1(g)†	Articles of Incorporation of Barclay Hollander Curci, Inc., dated as of February 28, 1969. Certificate of Amendment of Articles of Incorporation, dated as of February 1975, changed the company’s name to Barclay Hollander Corporation. Certificate of Amendment of Articles of Incorporation of Barclay Hollander Corporation, dated as of November 26, 1980. Certificate of Amendment of Articles of Incorporation of Barclay Hollander Corporation, dated as of June 11, 1990.
	3.1(h)†	Articles of Incorporation of Grandma Mac’s Orchard, dated as of August 27, 1976. Certificate of Amendment of Articles of Incorporation of Grandma Mac’s Orchard, dated as of January 6, 1988, changed the company’s name to Sun Giant, Inc. Certificate of Amendment of Articles of Incorporation of Sun Giant, Inc., dated as of March 4, 1988, changed the company’s name to Dole Bakersfield, Inc. Certificate of Amendment of Articles of Incorporation of Dole Bakersfield, Inc., dated as of June 11, 1990. Agreement of Merger of Bud Antle, Inc. and Dole Bakersfield, Inc., dated as of December 18, 2000, changed the company’s name to Bud Antle, Inc.
	3.1(i)†	Articles of Incorporation of Lake Anderson Corporation, dated as of June 26, 1964. Certificate of Amendment of Articles of Incorporation, dated as of November 12, 1971. Certificate of Amendment of Articles of Incorporation, dated as of August 28, 1972, changed the company’s name to Oceanic California Inc. Certificate of Amendment of Articles of Incorporation, dated as of July 14, 1977. Certificate of Amendment of Articles of Incorporation of Oceanic California Inc., dated as of June 17, 1981. Certificate of Amendment of Articles of Incorporation of Oceanic California Inc., dated as of November 16, 1990, changed the company’s name to Castle & Cooke California, Inc. Certificate of Amendment of Articles of Incorporation of Castle & Cooke California, Inc., dated as of December 21, 1995, changed the company’s name to Calicahomes, Inc.
	3.1(j)†	Articles of Incorporation of California Polaris, Inc., dated as of April 6, 1979.
	3.1(k)†	Articles of Incorporation of Dole ABPIK, Inc., dated as of November 15, 1988. Certificate of Amendment of Articles of Incorporation of Dole ABPIK, Inc., dated as of December 13, 1989.
	3.1(l)†	Articles of Incorporation of Castle & Cooke Sierra Vista, Inc., dated as of June 8, 1992. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Sierra Vista, Inc., dated as of March 18, 1996, changed the company’s name to Dole Arizona Dried Fruit and Nut Company.
	3.1(m)†	Articles of Incorporation of CCJM, Inc., dated as of December 11, 1989. Certificate of Amendment of Articles of Incorporation of CCJM, Inc., dated as of September 9, 1991, changed the company’s name to Dole Carrot Company.

Exhibit
Number		Title
	3.1(n)†	Articles of Incorporation of Miracle Fruit Company, dated as of September 12, 1979. Certificate of Amendment of Articles of Incorporation of Miracle Fruit Company, dated as of October 1, 1979, changed the company’s name to Blue Goose Growers, Inc. Certificate of Amendment of Articles of Incorporation of Blue Goose Growers, Inc., dated as of June 11, 1990. Certificate of Amendment of Articles of Incorporation of Blue Goose Growers, Inc., dated as of February 15, 1991, changed the company’s name to Dole Citrus.
	3.1(o)†	Articles of Incorporation of Dole DF&N, Inc., dated as of November 15, 1988. Certificate of Amendment of Articles of Incorporation of Dole DF&N, Inc., dated as of December 13, 1989.
	3.1(p)†	General Partnership Agreement of Dole Dried Fruit and Nut Company, a California general partnership, dated as of October 15, 1995.
	3.1(q)†	Articles of Incorporation of Canfield Farming Company, dated as of July 17, 1963. Certificate of Amendment of Articles of Incorporation of Canfield Farming Company, dated as of March 15, 1971, changed the company’s name to Tenneco Farming Company. Certificate of Amendment of Articles of Incorporation of Tenneco Farming Company, dated as of January 6, 1988, changed the company’s name to Sun Giant Farming, Inc. Certificate of Amendment of Articles of Incorporation of Sun Giant Farming, Inc., dated as of April 25, 1988, changed the company’s name to Dole Farming, Inc. Certificate of Amendment of Articles of Incorporation of Dole Farming, Inc., dated as of June 11, 1990.
	3.1(r)†	Articles of Incorporation of Castle & Cooke Fresh Vegetables, Inc., dated as of July 14, 1983. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Fresh Vegetables, Inc., dated as of December 13, 1989. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Fresh Vegetables, Inc., dated as of January 2, 1990, changed the company’s name to Dole Fresh Vegetables, Inc.
	3.1(s)†	Restated Articles of Incorporation of T.M. Duche Nut Co., Inc., dated as of October 15, 1986. Certificate of Amendment of Articles of Incorporation of T.M. Duche Nut Co., Inc., dated as of November 14, 1986. Certificate of Amendment of Articles of Incorporation, dated as of April 20, 1988, changed the company’s name to Dole Nut Company. Certificate of Amendment of Articles of Incorporation of Dole Nut Company, dated as of December 13, 1989. Certificate of Amendment of Articles of Incorporation of Dole Nut Company, dated as of January 28, 1998, changed the company’s name to Dole Orland, Inc.
	3.1(t)†	Articles of Incorporation of S & J Ranch, Inc., dated as of December 15, 1952. Certificate of Amendment of Articles of Incorporation of S & J Ranch, Inc., dated as of December 13, 1989. Certificate of Amendment of Articles of Incorporation of S & J Ranch, Inc., dated as of September 27, 2000, changed the company’s name to Dole Visage, Inc.
	3.1(u)†	Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc., dated as of November 25, 1975. Certificate of Amendment of Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc., dated as of July 25, 1984, changed the company’s name to E.T. Wall Company. Certificate of Amendment of Articles of Incorporation of E.T. Wall Company, dated as of June 11, 1990.
	3.1(v)†	Articles of Incorporation of Earlibest Orange Association, Inc., dated as of November 7, 1963. Certificate of Amendment of Articles of Incorporation of Earlibest Orange Association, Inc., dated as of December 13, 1989.
	3.1(w)†	Articles of Incorporation of The Citrus Company, dated as of February 1, 1984. Certificate of Amendment of Articles of Incorporation of The Citrus Company, dated as of February 16, 1984, changed the company’s name to Fallbrook Citrus Company, Inc. Certificate of Amendment of Articles of Incorporation, dated as of March 15, 1994. Certificate of Amendment of Articles of Incorporation of Fallbrook Citrus Company, Inc., dated as of June 11, 1990.
	3.1(x)†	Articles of Incorporation of Lindero Headquarters Company, Inc., dated as of February 12, 1998.
	3.1(y)†	Articles of Incorporation of Lindero Property, Inc., dated as of October 10, 1991.
	3.1(z)†	Articles of Incorporation of Oceanview Produce Company, dated as of June 15, 1989. Certificate of Amendment of Articles of Incorporation of Oceanview Produce Company, dated as of August 7, 1989.
	3.1(aa)†	Articles of Incorporation of Prairie Vista, Inc., dated as of November 23, 1953.

Exhibit
Number		Title
	3.1(ab)†	Articles of Incorporation of Kingsize Packing Co., dated as of February 5, 1990. Certificate of Amendment of Articles of Incorporation of Kingsize Packing Co., dated as of March 30, 1990, changed the company’s name to Royal Packing Co.
	3.1(ac)†	Articles of Incorporation of Trojan Transport Co., dated as of August 31, 1955. Certificate of Amendment of Articles of Incorporation of Trojan Transport Co., dated as of July 31, 1956, changed the company’s name to Trojan Transportation and Warehouse Co. Certificate of Amendment of Articles of Incorporation of Trojan Transportation Co., dated as of January 24, 1961, changed the company’s name to Veltman Terminal Co.
	3.1(ad)†	Certificate of Incorporation of Bananera Antillana (Columbia), Inc., dated as of November 16, 1977.
	3.1(ae)†	Certificate of Incorporation of Clovis Citrus Association, dated as of January 24, 1990. Certificate of Amendment of Certificate of Incorporation of Clovis Citrus Association, dated as of January 24, 1990.
	3.1(af)†	Certificate of Incorporation of Tenneco Sudan, Inc., dated as of June 8, 1977. Certificate of Amendment of Certificate of Incorporation of Tenneco Sudan, Inc., dated as of December 10, 1986, changed the company’s name to Tenneco Realty Development Holding Corporation. Certificate of Amendment of Certificate of Incorporation of Tenneco Realty Development Holding Corporation, dated as of April 21, 1988, changed the company’s name to Oceanic California Realty Development Holding Corporation. Certificate of Amendment of Certificate of Incorporation of Oceanic California Realty Development Holding Corporation, dated as of November 16, 1990, changed the company’s name to Castle & Cooke Bakersfield Holdings, Inc. Certificate of Amendment of Certificate of Incorporation of Castle & Cooke Bakersfield Holdings, Inc., dated as of March 18, 1996, changed the company’s name to Delphinium Corporation.
	3.1(ag)†	Certificate of Incorporation of Standard Banana Company, dated as of March 21, 1955. Certificate of Amendment of Certificate of Incorporation of Standard Banana Company, dated as of January 8, 1971, changed the company’s name to Standard Fruit Sales Company. Certificate of Amendment of Certificate of Incorporation of Standard Fruit Sales Company, dated as of June 6, 1973, changed the company’s name to Castle & Cooke Food Sales Company. Certificate of Amendment of Certificate of Incorporation of Castle & Cooke Food Sales Company, dated as of September 25, 1984, changed the company’s name to Dole Europe Company. Certificate of Change of Location of Registered Office and of Registered Agent, dated as of April 18, 1988.
	3.1(ah)†	Certificate of Incorporation of Castle Aviation, Inc., dated as of June 25, 1987. Certificate of Amendment of Certificate of Incorporation of Castle Aviation, Inc., dated as of April 10, 1992, changed the company’s name to Dole Foods Flight Operations, Inc.
	3.1(ai)†	Certificate of Incorporation of Cut Flower Exchange, Inc., dated as of February 11, 1988. Certificate of Merger, dated as of July 31, 1991, changed the company’s name Sunburst Farms, Inc. Certificate of Amendment of Certificate of Incorporation of Sunburst Farms, Inc., dated as of June 23, 1999, changed the company’s name to Dole Fresh Flowers, Inc.
	3.1(aj)†	Certificate of Incorporation of Wenatchee-Beebe Orchard Company, dated as of November 7, 1927. Certificate of Ownership and Merger in Wenatchee-Beebe Orchard Company, dated as of June 23, 1943. Certificate of Amendment of Certificate of Incorporation of Wenatchee-Beebe Orchard Company, dated as of April 20, 1983, changed the company’s name to Beebe Orchard Company. Certificate of Merger of Wells and Wade Fruit Company and Beebe Orchard Company, dated as of March 23, 2001, changed the company’s name to Dole Northwest, Inc.
	3.1(ak)†	Certificate of Incorporation of Dole Sunburst Express, Inc. Certificate of Amendment of Certificate of Incorporation of Dole Sunburst Express, Inc., dated as of July 21, 1996, changed the company’s name to Dole Sunfresh Express, Inc.
	3.1(al)†	Certificate of Incorporation of Standard Fruit and Steamship Company, dated as of January 2, 1968.
	3.1(am)†	Certificate of Incorporation of Standard Fruit Company, dated as of March 14, 1955. Certificate of Change of Location of Registered Office and of Registered Agent, dated as of April 18, 1988.

Exhibit
Number		Title
	3.1(an)†	Certificate of Incorporation of Produce America, Inc., dated as of June 24, 1982. Certificate of Amendment of Certificate of Incorporation Before Payment of Capital of Produce America, Inc., dated as of October 29, 1982, changed the company’s name to CCFV, Inc. Certificate of Amendment of Certificate of Incorporation of CCFV, Inc., dated as of September 29, 1983, changed the company’s name to Sun Country Produce, Inc.
	3.1(ao)†	Certificate of Incorporation of West Foods, Inc., dated as of March 9, 1973.
	3.1(ap)†	Certificate of Incorporation of Cool Advantage, Inc., dated as of December 14, 1998.
	3.1(aq)†	Articles of Incorporation of Cool Care Consulting, Inc., dated as of September 16, 1986. Articles of Amendment of Cool Care Consulting, Inc., dated as of April 4, 1996, changed the company’s name to Cool Care, Inc.
	3.1(ar)†	Articles of Incorporation of Flowernet, Inc., dated as of September 11, 1987.
	3.1(as)†	Articles of Incorporation of Saw Grass Transport, Inc., dated as of June 24, 1999.
	3.1(at)†	Articles of Incorporation of Castle & Cooke Development Corporation, dated as of June 8, 1992. Articles of Amendment to Change Corporate Name, dated as of March 1, 1993, changed the company’s name to Castle & Cooke Communities, Inc. Articles of Amendment to Change Corporate Name, dated as of March 18, 1996, changed the company’s name to Blue Anthurium, Inc.
	3.1(au)†	Articles of Incorporation of Dole Acquisition Corporation, dated as of October 13, 1994. Articles of Amendment to Change Corporate Name, dated as of January 10, 1995, changed the company’s name to Castle & Cooke Homes, Inc. Articles of Amendment to Change Corporate Name, dated as of March 18, 1996, changed the company’s name to Cerulean, Inc.
	3.1(av)†	Articles of Incorporation of Castle & Cooke Land Company, Inc., dated as of March 8, 1990. Articles of Amendment to Change Corporate Name, dated as of May 7, 1997, changed the company’s name to Dole Diversified, Inc.
	3.1(aw)†	Articles of Association of Kohala Sugar Company, dated as of February 3, 1863. Articles of Amendment to Change Corporate Name, dated as of May 1, 1989, changed the company’s name to Dole Land Company, Inc.
	3.1(ax)†	Articles of Incorporation of Dole Packaged Foods Corporation, dated as of April 4, 1990.
	3.1(ay)†	Articles of Association of Oceanic Properties, Inc., dated as of May 19, 1961. Articles of Amendment to Change Corporate Name, dated as of October 23, 1990, changed the company’s name to Castle & Cooke Properties, Inc. Articles of Amendment, dated as of November 26, 1990. Articles of Amendment to Change Corporate Name, dated as of December 4, 1995, changed the company’s name to La Petite d’Agen, Inc.
	3.1(az)†	Articles of Incorporation of Lanai Holdings, Inc., dated as of May 4, 1990. Articles of Amendment, dated as of November 26, 1990. Articles of Amendment to Change Corporate Name, dated as of January 22, 1996, changed the company’s name to Malaga Company, Inc.
	3.1(ba)†	Articles of Incorporation of M K Development, Inc., dated as of February 26, 1988. Articles of Amendment, dated as of November 26, 1990.
	3.1(bb)†	Articles of Incorporation of Mililani Town, Inc., dated as of December 29, 1966. Articles of Amendment, dated as of November 26, 1990. Articles of Amendment to Change Corporate Name, December 24, 1990, changed the company’s name to Castle & Cooke Residential, Inc. Articles of Amendment to Change Corporate Name, dated as of October 21, 1993, changed the company’s name to Castle & Cooke Homes Hawaii, Inc. Articles of Amendment to Change Corporate Name, dated as of December 4, 1995, changed the company’s name to Muscat, Inc.
	3.1(bc)†	Articles of Incorporation of Oahu Transport Company, Limited, dated as of April 15, 1947. Articles of Amendment, dated as of July 24, 1987. Articles of Amendment, dated as of May 1997.
	3.1(bd)†	Articles of Incorporation of Wahiawa Water Company, Inc., dated as of June 24, 1975.
	3.1(be)†	Articles of Incorporation of Waialua Sugar Company, Inc., dated as of January 12, 1968. Certificate of Amendment, dated as of January 24, 1986.
	3.1(bf)†	Certificate of Incorporation of Lanai Company, Inc., dated as of June 15, 1970. Articles of Amendment, dated as of November 26, 1990. Articles of Amendment to Change Corporate Name, dated as of December 4, 1995, changed the company’s name to Zante Currant, Inc.

Exhibit
Number		Title
	3.1(bg)†	Articles of Incorporation of Diversified Imports Co., dated as of December 1, 1987.
	3.1(bh)†	Articles of Incorporation of Dole Assets, Inc., dated as of September 9, 1997.
	3.1(bi)†	Articles of Incorporation of Dole Fresh Fruit Company, dated as of September 12, 1985.
	3.1(bj)†	Articles of Incorporation of Castle & Cooke Fresh Fruit, Inc., dated as of October 27, 1983. Certificate of Amendment of Articles of Incorporation of Castle & Cooke Fresh Fruit Company, dated as of May 9, 1997, changed the company’s name to Dole Holdings Inc.
	3.1(bk)†	Articles of Incorporation of Dole Logistics Services, Inc., dated as of February 4, 1993.
	3.1(bl)†	Articles of Incorporation of Dole Ocean Cargo Express, Inc., dated as of July 8, 1999.
	3.1(bm)†	Articles of Incorporation of Dole Ocean Liner Express, Inc., dated as of June 3, 1993.
	3.1(bn)†	Articles of Incorporation of Renaissance Capital Corporation, dated as of July 28, 1995.
	3.1(bo)†	Certificate of Incorporation of Sun Giant, Inc., dated as of December 8, 1987.
	3.1(bp)†	Certificate of Incorporation of Miradero Fishing Company, Inc., dated as of August 9, 1971.
	3.1(bq)†	Articles of Incorporation of DNW Services Company, dated as of June 4, 1998.
	3.1(br)†	Articles of Incorporation of Pacific Coast Truck Company, dated as of June 27, 1995.
	3.1(bs)†	Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated as of July 28, 1959. Articles of Amendment to Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated as of May 26, 1972. Articles of Amendment to Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated as of August 30, 1973. Amendment to Articles of Incorporation, dated as of June 25, 1976.
	3.2(a)	By-Laws of Dole Food Company, Inc. (incorporated by reference to Exhibit 3.2 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 22, 2003, File No. 1-4455).
	3.2(b)†	Form of By-Laws of the Additional Registrants.
	4.1	Indenture, dated as of July 15, 1993, between Dole and Chase Manhattan Bank and Trust Company (formerly Chemical Trust Company of California) (incorporated by reference to Exhibit 4.6 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 23, 2002, File No. 1-4455).
	4.2	First Supplemental Indenture, dated as of April 30, 2002, between Dole and J.P. Morgan Trust Company, National Association, to the Indenture dated as of July 15, 1993, pursuant to which $400 million of Dole’s senior notes due 2009 were issued (incorporated by reference to Exhibit 4.9 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 23, 2002, File No. 1-4455).
	4.3	Officers’ Certificate, dated August 3, 1993, pursuant to which $175 million of Dole’s debentures due 2013 were issued (incorporated by reference to Exhibit 4.3 to Dole’s Annual Report on Form 10-K for the fiscal year ended January 2, 1999, File No. 1-4455).
	4.4	Second Supplemental Indenture, dated as of March 28, 2003, between Dole and Wells Fargo Bank, National Association (successor trustee to J.P. Morgan Trust Company), to the Indenture dated as of July 15, 1993 (incorporated by reference to Exhibit 4.10 to Dole’s Current Report on Form 8-K, event date April 4, 2003, File No. 1-4455).
	4.5†	Agreement of Removal, Appointment and Acceptance, dated as of March 28, 2003, by and among Dole, J.P. Morgan Trust Company, National Association, successor in interest to Chemical Trust Company of California, as Prior Trustee, and Wells Fargo Bank, National Association.
	4.6†	Third Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee.
	4.7	Indenture, dated as of March 28, 2003, by and among Dole, the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee, pursuant to which $475 million of Dole’s 87/8 % senior notes due 2011 were issued (incorporated by reference to Exhibit 4.10 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 22, 2003, File No. 1-4455).
	4.8†	First Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee.

Exhibit
Number		Title
	4.9	Form of Global Note and Guarantee for Dole’s new 87/8 % senior notes due 2011 (included as Exhibit B to Exhibit Number 4.7 hereto).
	4.11†	Indenture, dated as of May 29, 2003, by and among Dole, the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee, pursuant to which $400 million of Dole’s 71/4 % senior notes due 2010 were issued.
	4.12†	First Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee.
	4.13	Form of Global Note and Guarantee for Dole’s 71/4 % senior notes due 2010 (included as Exhibit A to Exhibit Number 4.11 hereto).
	4.14	Dole Food Company, Inc. Master Retirement Savings Trust Agreement, dated as of February 1, 1999, between Dole and The Northern Trust Company (incorporated by reference to Exhibit 4.7 to Dole’s Annual Report on Form 10-K for the fiscal year ended January 2, 1999, File No. 1-4455).
	10.1*	Credit Agreement, dated as of March 28, 2003, amended and restated as of April 18, 2005 and further amended and restated as of April 12, 2006, among DHM Holding Company, Inc., a Delaware corporation, Dole Holding Company, LLC, a Delaware limited liability company, Dole Food Company, Inc., a Delaware corporation, Solvest, Ltd., a company organized under the laws of Bermuda, the Lenders from time to time party hereto, Deutsche Bank AG New York Branch, as Deposit Bank, Deutsche Bank AG New York Branch, as Administrative Agent, Banc Of America Securities LLC, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent and Deutsche Bank Securities Inc., as Lead Arranger and Sole Book Runner.
	10.2*	Credit Agreement, dated as of April 12, 2006, among DHM Holding Company, Inc., a Delaware corporation, Dole Holding Company, LLC, a Delaware limited liability company, Dole Food Company, Inc., a Delaware corporation, the Lenders party hereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent, Banc of America Securities LLC, as Syndication Agent, Deutsche Bank Securities LLC and Banc of America Securities LLC, as Joint Book Running Managers and Deutsche Bank Securities Inc. as Lead Arranger.
	10.3	Dole’s Supplementary Executive Retirement Plan, effective January 1, 1989, First Restatement (incorporated by reference to Exhibit 10(c) to Dole’s Annual Report on Form 10-K for the fiscal year ended December 29, 1990, File No. 1-4455). This Plan was amended on March 22, 2001 (the March 22, 2001 amendments are incorporated by reference to Exhibit 10.10 to Dole’s Annual Report on Form 10-K for the fiscal year ended December 30, 2000, File No. 1-4455).
	10.4	Dole’s Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to Dole’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994, File No. 1-4455). This Plan was amended on March 22, 2001 (the March 22, 2001 amendments are incorporated by reference to Exhibit 10.10 to Dole’s Annual Report on Form 10-K for the fiscal year ended December 30, 2000, File No. 1-4455).
	10.5	Dole’s 1996 Non-Employee Directors Deferred Stock and Cash Compensation Plan, as amended effective October 9, 1998 (incorporated by reference to Exhibit 10 to Dole’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 10, 1998, File No. 1-4455). This Plan was amended on March 22, 2001 (the March 22, 2001 amendments are incorporated by reference to Exhibit 10.10 to Dole’s Annual Report on Form 10-K for the fiscal year ended December 30, 2000, File No. 1-4455).
	10.6	Consulting Agreement, dated as of December 28, 2001, between Dole and David A. DeLorenzo (incorporated by reference to Exhibit 10.12 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 23, 2002, File No. 1-4455).
	10.7	Schedule of executive officers having Form 1 Change of Control Agreement (incorporated by reference to Exhibit 10.7 to Dole’s Current Report on Form 8-K dated February 4, 2005, File No. 1-4455).
	10.8	Form 1 Change of Control Agreement (incorporated by reference to Exhibit 10.14 to Dole’s Quarterly Report on Form 10-Q for the quarterly period ended March 23, 2002, File No. 1-4455).
	12*	Ratio of Earnings to Fixed Charges.
	21*	Subsidiaries of Dole Food Company, Inc.

Exhibit
Number		Title
	23*	Consent of Deloitte & Touche LLP.
	31.1*	Certification by the Chairman and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
	31.2*	Certification by the Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
	32.1**	Certification by the Chairman and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
	32.2**	Certification by the Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

†  Incorporated by reference to the correspondingly numbered exhibits to Dole’s Registration Statement on Form S-4, filed with the Commission on June 25, 2004, File No. 333-106493

*  Filed herewith

**  Furnished herewith

EX-10.1

                                                                    EXHIBIT 10.1

================================================================================

                                CREDIT AGREEMENT

                                      among

                           DHM HOLDING COMPANY, INC.,

                           DOLE HOLDING COMPANY, LLC,

                            DOLE FOOD COMPANY, INC.,

                                 SOLVEST, LTD.,

                          VARIOUS LENDING INSTITUTIONS,

                        DEUTSCHE BANK AG NEW YORK BRANCH,
                  as Administrative Agent and as Deposit Bank,

                         BANC OF AMERICA SECURITIES LLC,
                              as Syndication Agent,

                                       and

                             THE BANK OF NOVA SCOTIA

                                       and

                             RABOBANK INTERNATIONAL,
                           as Co-Documentation Agents

                           Dated as of March 28, 2003,

                    Amended and Restated as of April 18, 2005

              and further Amended and Restated as of April 12, 2006

                                   ----------

                         DEUTSCHE BANK SECURITIES INC.,
                      as Lead Arranger and Sole Book Runner

                                   ----------

================================================================================


                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
Section 1. Amount and Terms of Credit ...................................      1
   1.01  Commitments ....................................................      1
   1.02  Minimum Borrowing Amounts, etc .................................      4
   1.03  Notice of Borrowing ............................................      4
   1.04  Disbursement of Funds ..........................................      5
   1.05  Notes ..........................................................      6
   1.06  Conversions ....................................................      7
   1.07  Pro Rata Borrowings ............................................      8
   1.08  Interest .......................................................      8
   1.09  Interest Periods ...............................................      9
   1.10  Increased Costs; Illegality; etc ...............................     10
   1.11  Compensation ...................................................     13
   1.12  Change of Lending Office .......................................     14
   1.13  Replacement of Lenders .........................................     15
   1.14  Special Provisions Applicable to Lenders Upon the Occurrence
            of a Sharing Event ..........................................     16
   1.15  Incremental Term Loan Commitments ..............................     19

Section 2................................................................     22
   Section 2A. Letters of Credit ........................................     22
      2A.01 Letters of Credit ...........................................     22
      2A.02 Minimum Stated Amount .......................................     24
      2A.03 Letter of Credit Requests ...................................     25
      2A.04 Letter of Credit Participations .............................     25
      2A.05 Agreement to Repay Letter of Credit Drawings ................     28
      2A.06 Increased Costs .............................................     29

   Section 2B. Bank Guaranties ..........................................     30
      2B.01 Bank Guaranties .............................................     30
      2B.02 Minimum Face Amount .........................................     32
      2B.03 Bank Guaranty Requests ......................................     32
      2B.04 Bank Guaranty Participations ................................     33
      2B.05 Agreement to Repay Bank Guaranty Payments ...................     35
      2B.06 Increased Costs .............................................     37
      2B.07 Cash Collateralization ......................................     38

   Section 2C. Special Provisions .......................................     38
      2C.01 Credit-Linked Deposit Account ...............................     38
      2C.02 European Monetary Union .....................................     40
      2C.03 Special Provisions Regarding Non-Dollar Denominated Letters
               of Credit and Non-Dollar Denominated Bank Guaranties .....     40
      2C.04 Special Provisions Regarding Return Of Credit-Linked
               Deposits .................................................     41



                                       (i)



                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
Section 3. Fees; Commitments ............................................     42
   3.01  Fees ...........................................................     42
   3.02  Voluntary Termination or Reduction of Commitments and
            Adjustments of Commitments ..................................     45
   3.03  Mandatory Reduction of Commitments .............................     46

Section 4. Prepayments; Repayments; Taxes ...............................     48
   4.01  Voluntary Prepayments ..........................................     48
   4.02  Mandatory Repayments and Commitment Reductions .................     49
   4.03  Method and Place of Payment ....................................     58
   4.04  Net Payments ...................................................     58

Section 5. Conditions Precedent to Credit Events on the
              Restatement Effective Date ................................     60
   5.01  Execution of Agreement; Notes ..................................     60
   5.02  Officer's Certificate ..........................................     60
   5.03  Opinions of Counsel ............................................     61
   5.04  Company Documents; Proceedings .................................     61
   5.05  Adverse Change, etc ............................................     62
   5.06  Litigation .....................................................     62
   5.07  Approvals ......................................................     62
   5.08  Refinancing; Original Credit Agreement; etc ....................     62
   5.09  Outstanding Indebtedness and Preferred Equity ..................     64
   5.10  U.S. Subsidiaries Guaranty; Intercompany Subordination Agreement
            Acknowledgement .............................................     64
   5.11  U.S. Security Documents ........................................     65
   5.12  Foreign Security Document Acknowledgements and Amendments ......     66
   5.13  Shareholders' Agreements; Management Agreements; Existing
            Indebtedness Agreements; and Tax Allocation Agreements ......     67
   5.14  Solvency Certificate ...........................................     68
   5.15  Financial Statements; Pro Forma Financial Statements;
            Projections .................................................     69
   5.16  Payment of Fees ................................................     69
   5.17  Consent Letter .................................................     69
   5.18  Intercreditor Agreement ........................................     69

Section 6. Conditions Precedent to All Credit Events ....................     69
   6.01  No Default; Representations and Warranties .....................     70
   6.02  Notice of Borrowing; Letter of Credit Request; etc .............     70
   6.03  Incremental Term Loans .........................................     70

Section 7. Representations and Warranties ...............................     70
   7.01  Company Status .................................................     71
   7.02  Company Power and Authority ....................................     71
   7.03  No Violation ...................................................     71
   7.04  Litigation .....................................................     72



                                      (ii)



                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
   7.05  Use of Proceeds; Margin Regulations ............................     72
   7.06  Governmental Approvals .........................................     73
   7.07  Investment Company Act .........................................     73
   7.08  Public Utility Holding Company Act .............................     73
   7.09  True and Complete Disclosure ...................................     73
   7.10  Financial Condition; Financial Statements ......................     74
   7.11  Security Interests .............................................     75
   7.12  Compliance with ERISA ..........................................     75
   7.13  Capitalization .................................................     77
   7.14  Subsidiaries ...................................................     78
   7.15  Intellectual Property, etc .....................................     78
   7.16  Compliance with Statutes; Agreements, etc ......................     78
   7.17  Environmental Matters ..........................................     78
   7.18  Properties .....................................................     79
   7.19  Labor Relations ................................................     80
   7.20  Tax Returns and Payments .......................................     80
   7.21  Scheduled Existing Indebtedness ................................     80
   7.22  Insurance ......................................................     81
   7.23  Transaction ....................................................     81
   7.24  Special Purpose Corporations ...................................     81
   7.25  Subordination ..................................................     82

Section 8. Affirmative Covenants ........................................     83
   8.01  Information Covenants ..........................................     83
   8.02  Books, Records and Inspections .................................     88
   8.03  Insurance ......................................................     88
   8.04  Payment of Taxes ...............................................     89
   8.05  Existence; Franchises ..........................................     89
   8.06  Compliance with Statutes; etc ..................................     90
   8.07  Compliance with Environmental Laws .............................     90
   8.08  ERISA ..........................................................     91
   8.09  Good Repair ....................................................     92
   8.10  End of Fiscal Years; Fiscal Quarters ...........................     92
   8.11  Additional Security; Additional Guaranties; Actions with Respect
            to Non-Guarantor Subsidiaries; Further Assurances ...........     92
   8.12  Foreign Subsidiaries Security ..................................     98
   8.13  Use of Proceeds ................................................    100
   8.14  Ownership of Subsidiaries ......................................    100
   8.15  Permitted Acquisitions .........................................    100
   8.16  Maintenance of Company Separateness ............................    102
   8.17  Performance of Obligations .....................................    102
   8.18  Conduct of Business ............................................    102
   8.19  Margin Stock ...................................................    104
   8.20  Foreign Security Document Amendments ...........................    104
   8.21  Refinancing ....................................................    105



                                      (iii)



                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
Section 9. Negative Covenants ...........................................    105
   9.01  Changes in Business; etc .......................................    105
   9.02  Consolidation; Merger; Sale or Purchase of Assets; etc .........    109
   9.03  Liens ..........................................................    113
   9.04  Indebtedness ...................................................    117
   9.05  Advances; Investments; Loans ...................................    122
   9.06  Restricted Payments; etc .......................................    127
   9.07  Transactions with Affiliates ...................................    132
   9.08  Limitation on Voluntary Payments and Modifications of
            Indebtedness; Modifications of Certificate of Incorporation,
            By-Laws and Certain Other Agreements; Issuances of Capital
            Stock; etc ..................................................    132
   9.09  Limitation on Issuance of Equity Interests .....................    133
   9.10  Limitation on Certain Restrictions on Subsidiaries .............    134
   9.11  Limitation on the Creation of Subsidiaries and Joint Ventures ..    135
   9.12  Special Restrictions Relating to Principal Property ............    136

Section 10. Events of Default ...........................................    137
   10.01 Payments .......................................................    137
   10.02 Representations, etc ...........................................    137
   10.03 Covenants ......................................................    137
   10.04 Default Under Other Agreements .................................    138
   10.05 Bankruptcy, etc ................................................    138
   10.06 ERISA ..........................................................    138
   10.07 Security Documents .............................................    139
   10.08 Guaranties .....................................................    139
   10.09 Judgments ......................................................    140
   10.10 Ownership ......................................................    140
   10.11 Denial of Liability ............................................    140
   10.12 Governmental Action ............................................    140
   10.13 Special Defaults Relating to Bermuda Entities ..................    141

Section 11. Definitions .................................................    142

Section 12. The Agents ..................................................    202
   12.01 Appointment ....................................................    202
   12.02 Nature of Duties ...............................................    203
   12.03 Certain Rights of the Agents ...................................    204
   12.04 Reliance by Agents .............................................    204
   12.05 Notice of Default, etc .........................................    204
   12.06 Nonreliance on Agents and Other Lenders ........................    205
   12.07 Indemnification ................................................    205
   12.08 Agents in their Individual Capacities ..........................    206
   12.09 Holders ........................................................    206
   12.10 Resignation of the Agents ......................................    206



                                      (iv)



                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
   12.11 Collateral Matters .............................................    207
   12.12 Delivery of Information ........................................    208
   12.13 Special Appointment of Collateral Agent (Germany) ..............    209
   12.14 Special Provisions Relating to Canadian Security Documents .....    209
   12.15 Special Appointment of Collateral Agent (Italy) ................    210
   12.16 Continuing Indemnities for Original Agents .....................    211

Section 13. Miscellaneous ...............................................    211
   13.01 Payment of Expenses, etc .......................................    211
   13.02 Right of Setoff ................................................    213
   13.03 Notices ........................................................    214
   13.04 Benefit of Agreement ...........................................    214
   13.05 No Waiver; Remedies Cumulative .................................    217
   13.06 Payments Pro Rata ..............................................    217
   13.07 Calculations; Computations .....................................    218
   13.08 Governing Law; Submission to Jurisdiction; Venue ...............    218
   13.09 Counterparts ...................................................    219
   13.10 Effectiveness ..................................................    219
   13.11 Headings Descriptive ...........................................    220
   13.12 Amendment or Waiver; etc .......................................    220
   13.13 Survival .......................................................    223
   13.14 Domicile of Loans and Commitments ..............................    223
   13.15 Confidentiality ................................................    224
   13.16 Waiver of Jury Trial ...........................................    225
   13.17 Register .......................................................    225
   13.18 English Language ...............................................    226
   13.19 Special Provisions Regarding Pledges of Equity Interests in, and
            Promissory Notes Owed by, Persons Not Organized in Qualified
            Jurisdictions ...............................................    226
   13.20 Powers of Attorney; etc ........................................    227
   13.21 Waiver of Sovereign Immunity ...................................    228
   13.22 Judgment Currency ..............................................    228
   13.23 Special Acknowledgments ........................................    229
   13.24 Special Provisions Relating to Amendment and Restatement .......    229
   13.25 USA Patriot Act ................................................    230
   13.26 Other Liens on Collateral; Terms of Intercreditor
            Agreement; Etc ..............................................    230
   13.27 Post-Closing Actions ...........................................    231

Section 14. Credit Agreement Party Guaranty .............................    232
   14.01 The Guaranty ...................................................    232
   14.02 Bankruptcy .....................................................    233
   14.03 Nature of Liability ............................................    233
   14.04 Independent Obligation .........................................    233
   14.05 Authorization ..................................................    233
   14.06 Reliance .......................................................    234
   14.07 Subordination ..................................................    234



                                       (v)



                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
   14.08 Waiver .........................................................    235
   14.09 Payments .......................................................    237



                                      (vi)



                                Table of Contents
                                   (continued)

Schedule I     - List of Lenders and Commitments
Schedule II    - Lender Addresses
Schedule III   - Real Properties
Schedule IV    - Scheduled Existing Indebtedness
Schedule V     - Pension Plans
Schedule VI    - Existing Investments
Schedule VII   - Subsidiaries
Schedule VIII  - Insurance
Schedule IX    - Existing Liens
Schedule X     - Capitalization
Schedule XI    - Existing Letters of Credit
Schedule XII   - Certain Foreign Security Documents, Foreign Subsidiaries
                 Party to Foreign Security Documents, etc.
Schedule XIII  - Non-Guarantor Subsidiaries; Excluded Foreign Subsidiaries
Schedule XIV   - Transactions with Affiliates
Schedule XV    - Principal Properties
Schedule XVI   - Tax Matters
Schedule XVII  - Initial Qualified Jurisdictions
Schedule XVIII - Post-Closing Matters


                                      (vii)



                                Table of Contents
                                   (continued)

Exhibit A-1    - Form of Notice of Borrowing
Exhibit A-2    - Form of Notice of Conversion/Continuation
Exhibit B-1    - Form of Tranche B Term Note
Exhibit B-2    - Form of Tranche C Term Note
Exhibit B-3    - Form of Incremental Term Note
Exhibit C-1    - Form of Letter of Credit Request
Exhibit C-2    - Form of Bank Guaranty Request
Exhibit D      - Form of Section 4.04(b)(ii) Certificate
Exhibit E-1    - Form of Opinion of Paul, Hastings, Janofsky & Walker LLP
Exhibit E-2    - Form of Opinion of Appleby, Spurling Hunter
Exhibit F      - Form of Officers' Certificate
Exhibit G-1    - Form of U.S. Subsidiaries Guaranty
Exhibit G-2    - Form of Foreign Subsidiaries Guaranty Acknowledgment
Exhibit G-3    - Form of Foreign Subsidiaries Guaranty
Exhibit H-1    - Form of U.S. Pledge Agreement
Exhibit H-2    - Form of U.S. Security Agreement
Exhibit I      - Form of Solvency Certificate
Exhibit J      - Form of Assignment and Assumption Agreement
Exhibit K      - Form of Intercompany Note
Exhibit L      - Form of Shareholder Subordinated Note
Exhibit M      - Form of Special Colombian Put Note
Exhibit N      - Form of Consent Letter
Exhibit O-1    - Form of Intercompany Subordination Acknowledgment
Exhibit O-2    - Form of Intercompany Subordination Agreement
Exhibit P      - Form of Incremental Term Loan Commitment Agreement
Exhibit Q      - Form of Intercreditor Agreement


                                     (viii)


          CREDIT AGREEMENT, dated as of March 28, 2003, amended and restated as
of April 18, 2005 and further amended and restated as of April 12, 2006, among
DHM HOLDING COMPANY, INC., a Delaware corporation ("Holdings"), DOLE HOLDING
COMPANY, LLC, a Delaware limited liability company ("Intermediate Holdco"), DOLE
FOOD COMPANY, INC., a Delaware corporation (the "U.S. Borrower"), SOLVEST, LTD.,
a company organized under the laws of Bermuda (the "Bermuda Borrower" and,
together with the U.S. Borrower, the "Borrowers"), the Lenders from time to time
party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Deposit Bank (in such
capacity, the "Deposit Bank"), DEUTSCHE BANK AG NEW YORK BRANCH, as
Administrative Agent (in such capacity, the "Administrative Agent"), BANC OF
AMERICA SECURITIES LLC, as Syndication Agent (in such capacity, the "Syndication
Agent"), THE BANK OF NOVA SCOTIA and RABOBANK INTERNATIONAL, as Co-Documentation
Agents (in such capacity, each, a "Co-Documentation Agent" and, collectively,
the "Co-Documentation Agents") and DEUTSCHE BANK SECURITIES INC., as Lead
Arranger and Sole Book Runner (in such capacity, the "Lead Arranger"). Unless
otherwise defined herein, all capitalized terms used herein and defined in
Section 11 are used herein as so defined.

                                   WITNESSETH:

          WHEREAS, Holdings, Intermediate Holdco, the Borrowers, the Original
Lenders, Deutsche Bank AG New York Branch, as Administrative Agent, Banc of
America Securities LLC and The Bank of Nova Scotia, as Co-Syndication Agents,
Fortis Capital Corporation, Harris Trust and Savings Bank and Rabobank
International, as Co-Documentation Agents and Deutsche Bank Securities Inc.,
Banc of America Securities LLC and The Bank of Nova Scotia, as Joint Lead
Arrangers, are party to a Credit Agreement, dated as of March 28, 2003 and
amended and restated as of April 18, 2005 (as the same has been further amended,
restated, modified and/or supplemented to, but not including, the Restatement
Effective Date, the "Original Credit Agreement");

          WHEREAS, the parties hereto wish to amend and restate the Original
Credit Agreement in the form of this Agreement; and

          NOW, THEREFORE, the parties hereto agree that, effective as of the
Restatement Effective Date, the Original Credit Agreement shall be, and hereby
is, amended and restated in its entirety as follows:

          Section 1. Amount and Terms of Credit.

          1.01 Commitments. (a) Tranche B Term Loans. Subject to and upon the
terms and conditions set forth herein, each Lender with a Tranche B Term Loan
Commitment severally agrees to make a term loan (each, a "Tranche B Term Loan"
and, collectively, the "Tranche B Term Loans") to the U.S. Borrower, which
Tranche B Term Loans:

          (i) shall be incurred by the U.S. Borrower pursuant to a single
     drawing on the Restatement Effective Date for the purposes described in
     Section 7.05(a);

          (ii) shall be denominated in Dollars;



          (iii) except as hereafter provided, shall, at the option of the U.S.
     Borrower, be incurred and maintained as one or more Borrowings of Base Rate
     Loans or Eurodollar Loans; provided (A) except as otherwise specifically
     provided in Section 1.10(b), all Tranche B Term Loans made as part of the
     same Borrowing shall at all times consist of Tranche B Term Loans of the
     same Type and (B) unless the Administrative Agent has determined that the
     Syndication Date has occurred (at which time this clause (B) shall no
     longer be applicable), no more than four Borrowings of Tranche B Term Loans
     to be maintained as Eurodollar Loans may be incurred prior to the 30th day
     after the Restatement Effective Date (or, if later, the last day of the
     Interest Period applicable to the fourth Borrowing of Eurodollar Loans
     referred to below), each of which Borrowings of Eurodollar Loans may only
     have an Interest Period of one week, and the first of which Borrowings may
     be made no earlier than the third Business Day, and no later than the fifth
     Business Day, after the Restatement Effective Date, the second of which
     Borrowings may only be made on the last day of the Interest Period of the
     first such Borrowing, the third of which Borrowings may only be made on the
     last day of the Interest Period of the second such Borrowing and the fourth
     of which Borrowings may only be made on the last day of the Interest Period
     of the third such Borrowing; and

          (iv) shall be made by each Lender in that initial aggregate principal
     amount as is equal to the Tranche B Term Loan Commitment of such Lender on
     the Restatement Effective Date (before giving effect to the termination
     thereof on such date pursuant to Section 3.03(b)).

Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

          (b) Tranche C Term Loans. Subject to and upon the terms and conditions
set forth herein, (I) each Consenting Tranche C Term Loan Lender severally
agrees that, on the Restatement Effective Date, the Original Tranche B Term Loan
made by such Consenting Tranche C Term Loan Lender to the Bermuda Borrower
pursuant to the Original Credit Agreement and outstanding on the Restatement
Effective Date (immediately prior to giving effect thereto) shall convert (the
"Term Loan Conversion") into a new term loan to the Bermuda Borrower (each such
term loan, a "Converted Tranche C Term Loan"); provided that if the aggregate
principal amount of the Original Tranche B Term Loan made by the respective
Consenting Tranche C Term Loan Lender to the Bermuda Borrower pursuant to the
Original Credit Agreement and outstanding on the Restatement Effective Date
(immediately prior to giving effect thereto) exceeds the amount set forth
opposite the name of such Lender on Schedule I hereto under the heading
"Converted Tranche C Term Loans," the amount of such Consenting Tranche C Term
Loan Lender's Converted Tranche C Term Loan shall equal the amount so set forth
for such Lender on Schedule I and the outstanding principal amount of such
Lender's outstanding Original Tranche B Term Loan in excess thereof shall be
repaid on the Restatement Effective Date (together with interest, breakage costs
and any other amounts owing with respect thereto as provided below), and (II)
each Lender with a Tranche C Term Loan Commitment severally agrees to make, on
the Restatement Effective Date, a term loan or term loans to the Bermuda
Borrower (each, an "Additional Tranche C Term Loan" and, collectively, the
"Additional Tranche C Term Loans", and, together with the Converted Tranche B
Term Loans, each, a "Tranche C Term Loan" and, collectively, the "Tranche C Term
Loans"), which Tranche C Term Loans:


                                      -2-



          (i) shall, in the case of Additional Tranche C Term Loans, be incurred
     by the Bermuda Borrower pursuant to a single drawing on the Restatement
     Effective Date for the purposes described in Section 7.05(a);

          (ii) shall be denominated in Dollars;

          (iii) except as hereinafter provided, shall, at the option of the
     Bermuda Borrower, be incurred and maintained as, and/or converted into one
     or more Borrowings of Base Rate Loans or Eurodollar Loans, provided that
     (A) except as otherwise specifically provided in Section 1.10(b), all
     Tranche C Term Loans made as part of the same Borrowing shall at all times
     consist of Tranche C Term Loans of the same Type and (B) unless the
     Administrative Agent has determined that the Syndication Date has occurred
     (at which time this clause (B) shall no longer be applicable), no more than
     four Borrowings of Tranche C Term Loans to be maintained as Eurodollar
     Loans may be incurred prior to the 30th day after the Restatement Effective
     Date (or, if later, the last day of the Interest Period applicable to the
     fourth Borrowing of Eurodollar Loans referred to below), each of which
     Borrowings of Eurodollar Loans may only have an Interest Period of one
     week, and the first of which Borrowings may be made no earlier than the
     third Business Day, and no later than the fifth Business Day, after the
     Restatement Effective Date, the second of which Borrowings may only be made
     on the last day of the Interest Period of the first such Borrowing, the
     third of which Borrowings may only be made on the last day of the Interest
     Period of the second such Borrowing and the fourth of which Borrowings may
     only be made on the last day of the Interest Period of the third such
     Borrowing; and

          (iv) shall not exceed for any Lender, in initial principal amount,
     that amount which equals the sum of (x) the aggregate principal amount of
     its Converted Tranche C Term Loan (if any) made as provided in clause
     (b)(I) above (and as set forth opposite its name on Schedule I hereto under
     the heading "Converted Tranche C Term Loans") plus (y) the Tranche C Term
     Loan Commitment of such Lender (if any) as in effect on the Restatement
     Effective Date (before giving effect to any reductions thereto on such date
     pursuant to Section 3.03(c)).

In connection with the Term Loan Conversion and the incurrence of Additional
Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period
applicable to each Borrowing of Original Tranche B Term Loans, subject to
conversion pursuant to this Section 1.01(b), existing on the Restatement
Effective Date (immediately prior to the Term Loan Conversion) and maintained as
Eurodollar Loans under the Original Credit Agreement shall, simultaneously with
the occurrence of the Term Loan Conversion, be broken, (ii) the Administrative
Agent shall (and is hereby authorized to) take all appropriate actions to ensure
that all Lenders with outstanding Tranche C Term Loans (after giving effect to
the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans
pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C
Term Loans on a pro rata basis (based upon their respective Tranche C Term Loan
Borrowing Amounts as in effect on the Restatement Effective Date) and (iii) the
Bermuda Borrower shall be obligated to pay to the respective Original Lenders
breakage and/or other costs of the type referred to in Section 1.11 of the
Original Credit Agreement (if any) incurred in connection with the Term Loan
Conversion and/or the actions taken pursuant to


                                      -3-



preceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans
may not be reborrowed.

          (c) Subject to and upon the terms and conditions set forth herein,
each Lender with an Incremental Term Loan Commitment for a given Tranche of
Incremental Term Loans severally agrees, at any time and from time to time on
and after the date that such Incremental Term Loan Commitment is obtained
pursuant to Section 1.15 and prior to the Incremental Term Loan Commitment
Termination Date for such Tranche of Incremental Term Loans, to make a term loan
(each, an "Incremental Term Loan" and, collectively, the "Incremental Term
Loans") to the Incremental Term Loan Borrower for such Tranche, which
Incremental Term Loans:

          (i) shall be incurred on an Incremental Term Loan Borrowing Date for
     the purposes described in Section 7.05(a);

          (ii) shall be denominated in Dollars;

          (iii) except as hereinafter provided, shall, at the option of the
     Incremental Term Loan Borrower for such Tranche, be incurred and maintained
     as, and/or converted into one or more Borrowings of Base Rate Loans or
     Eurodollar Loans, provided that except as otherwise specifically provided
     in Section 1.10(b), all Incremental Term Loans of a given Tranche made as
     part of the same Borrowing shall at all times consist of Incremental Term
     Loans of the same Type; and

          (iv) shall not exceed for any such Incremental Term Loan Lender at any
     time of any incurrence thereof, the Incremental Term Loan Commitment of
     such Incremental Term Loan Lender for such Tranche at such time (before
     giving effect to any reductions thereto on such date pursuant to Section
     3.03(e)).

Once repaid, Incremental Term Loans may not be reborrowed.

          1.02 Minimum Borrowing Amounts, etc. The aggregate principal amount of
each Borrowing of Loans shall not be less than the Minimum Borrowing Amount
applicable to Borrowings of the respective Type and Tranche of Loans to be made
or maintained pursuant to the respective Borrowing. More than one Borrowing may
be incurred on any day, but at no time shall there be outstanding more than 35
Borrowings of Eurodollar Loans.

          1.03 Notice of Borrowing. Whenever a Borrower desires to make a
Borrowing of Loans hereunder, an Authorized Officer of such Borrower shall give
the Administrative Agent at its Notice Office at least one Business Day's prior
written (or telephonic notice promptly confirmed in writing) notice of each Base
Rate Loan and at least three Business Days' prior written (or telephonic notice
promptly confirmed in writing) notice of each Eurodollar Loan to be made
hereunder, provided that any such notice shall be deemed to have been given on a
certain day only if given before 2:00 P.M. (New York time) on such day. Each
such written notice or written confirmation of telephonic notice (each, a
"Notice of Borrowing"), except as otherwise expressly provided in Section 1.10,
shall be irrevocable and shall be given by or on behalf of the respective
Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the
aggregate principal amount of the Loans to be made pursuant to such Borrowing,
(ii) the date of such Borrowing (which shall be a Business Day), (iii) whether
the respective Borrowing


                                      -4-



shall consist of Tranche B Term Loans, Tranche C Term Loans, U.S. Borrower
Incremental Term Loans or Bermuda Borrower Incremental Term Loans and (iv)
whether the Loans being made pursuant to such Borrowing are to be initially
maintained as Base Rate Loans or Eurodollar Loans. The Administrative Agent
shall promptly give each Lender which is required to make Loans of the Tranche
specified in the respective Notice of Borrowing notice of such proposed
Borrowing, of such Lender's proportionate share thereof (determined in
accordance with Section 1.07) and of the other matters required by the
immediately preceding sentence to be specified in the Notice of Borrowing.

          1.04 Disbursement of Funds. Not later than 1:00 P.M. (New York time)
on the date specified in each Notice of Borrowing, each Lender with a Commitment
under the respective Tranche, will make available its pro rata portion
(determined in accordance with Section 1.07) of each such Borrowing requested to
be made on such date (or, in the case of Additional Tranche C Term Loans, each
Lender with a Tranche C Term Loan Commitment will make available an amount
thereof equal to its Tranche C Term Loan Commitment on the Restatement Effective
Date (prior to the termination thereof pursuant to Section 3.03(c) on such
date)). All such amounts shall be made available in Dollars and in immediately
available funds at the Payment Office of the Administrative Agent, and the
Administrative Agent will make available to the respective Borrower the Payment
Office or such other location as may be reasonably satisfactory to the
Administrative Agent and specified in the relevant Notice of Borrowing the
aggregate of the amounts so made available by the Lenders prior to 3:00 P.M.
(New York time) on such day to the extent of funds actually received by the
Administrative Agent prior to such time on such day. Unless the Administrative
Agent shall have been notified by any Lender prior to the date of Borrowing that
such Lender does not intend to make available to the Administrative Agent such
Lender's portion of any Borrowing to be made on such date, the Administrative
Agent may assume that such Lender has made such amount available to the
Administrative Agent on such date of Borrowing and the Administrative Agent may,
in reliance upon such assumption, make available to the relevant Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender. If
such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the relevant Borrower to pay immediately such corresponding amount to the
Administrative Agent and such Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent shall also be
entitled to recover on demand from such Lender or the U.S. Borrower or the
Bermuda Borrower, as the case may be, interest on such corresponding amount in
respect of each day from the date such corresponding amount was made available
by the Administrative Agent to the respective Borrower until the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (i) if recovered from such Lender, the overnight Federal Funds
Rate and (ii) if recovered from the respective Borrower, the rate of interest
applicable to the respective Borrowing, as determined pursuant to Section 1.08.
Nothing in this Section 1.04 shall be deemed to relieve any Lender from its
obligation to make Loans hereunder or to prejudice any rights which the relevant
Borrower may have against any Lender as a result of any failure by such Lender
to make Loans hereunder.


                                      -5-



          1.05 Notes. (a) Subject to the provisions of Section 1.05(f), the U.S.
Borrower's (in the case of Tranche B Term Loans and U.S. Borrower Incremental
Term Loans) and the Bermuda Borrower's (in the case of Tranche C Term Loans and
Bermuda Borrower Incremental Term Loans) obligation to pay the principal of, and
interest on, the Loans made by each Lender shall be evidenced (i) in the case of
Tranche B Term Loans, by a promissory note duly executed and delivered by the
U.S. Borrower substantially in the form of Exhibit B-1, with blanks
appropriately completed in conformity herewith (each, a "Tranche B Term Note"
and, collectively, the "Tranche B Term Notes"), (ii) in the case of Tranche C
Term Loans, by a promissory note duly executed and delivered by the Bermuda
Borrower substantially in the form of Exhibit B-2, with blanks appropriately
completed in conformity herewith (each, a "Tranche C Term Note" and,
collectively, the "Tranche C Term Notes") and (iii) in the case of Incremental
Term Loans, by a promissory note duly executed and delivered by the applicable
Incremental Term Loan Borrower for such Tranche substantially in the form of
Exhibit B-3, with blanks appropriately completed in conformity herewith (each,
an "Incremental Term Note" and, collectively, the "Incremental Term Notes").

          (b) The Tranche B Term Note issued to each Lender with a Tranche B
Term Loan Commitment or outstanding Tranche B Term Loans shall (i) be executed
by the U.S. Borrower, (ii) be payable to such Lender (or an affiliate designated
by such Lender) or its registered assigns and be dated the Restatement Effective
Date (or, in the case of any Tranche B Term Note issued after the Restatement
Effective Date, the date of issuance thereof), (iii) be in a stated principal
amount (expressed in Dollars) equal to the Tranche B Term Loan Commitment of
such Lender on the Restatement Effective Date before giving effect to any
reductions thereto on such date (or, in the case of any Tranche B Term Note
issued after the Restatement Effective Date, in a stated principal amount
(expressed in Dollars) equal to the outstanding principal amount of the Tranche
B Term Loan of such Lender on the date of the issuance thereof) and be payable
(in Dollars) in the principal amount of the Tranche B Term Loan evidenced
thereby from time to time, (iv) mature on the Tranche B/C Term Loan Maturity
Date, (v) bear interest as provided in the appropriate clauses of Section 1.08
in respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary repayment as provided in Section
4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled
to the benefits of this Agreement and the other Credit Documents.

          (c) The Tranche C Term Note issued to each Lender with a Tranche C
Term Loan Commitment or outstanding Tranche C Term Loans shall (i) be executed
by the Bermuda Borrower, (ii) be payable to such Lender (or an affiliate
designated by such Lender) or its registered assigns and be dated the
Restatement Effective Date (or, in the case of any Tranche C Term Note issued
after the Restatement Effective Date, the date of issuance thereof), (iii) be in
a stated principal amount (expressed in Dollars) equal to the sum of the Tranche
C Term Loan Commitment of such Lender on the Restatement Effective Date (before
giving effect to any reductions thereto on such date) plus the aggregate
principal amount of the Converted Tranche B Term Loan (if any) of such Lender on
the Restatement Effective Date (or, in the case of any Tranche C Term Note
issued after the Restatement Effective Date, in a stated principal amount
(expressed in Dollars) equal to the outstanding principal amount of the Tranche
C Term Loan of such Lender on the date of the issuance thereof) and be payable
(in Dollars) in the principal amount of the Tranche C Term Loan evidenced
thereby from time to time, (iv) mature on the Tranche B/C Term Loan Maturity
Date, (v) bear interest as provided in the appropriate clause of


                                      -6-


Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

          (d) The Incremental Term Note issued to each Lender with an
Incremental Term Loan Commitment or outstanding Incremental Term Loans under a
given Tranche shall (i) be executed by the Incremental Term Loan Borrower for
such Tranche, (ii) be payable to such Lender (or an affiliate designated by such
Lender) or its registered assigns and be dated the date of issuance thereof,
(iii) be in a stated principal amount (expressed in Dollars) equal to the
Incremental Term Loan Commitment of such Lender on the effective date of the
respective Incremental Term Loan Commitment Agreement (prior to the incurrence
of any Incremental Term Loans pursuant thereto on such date) (or, if issued
thereafter, be in a stated principal amount (expressed in Dollars) equal to the
sum of the then remaining amount of the Incremental Term Loan Commitment of such
Lender plus the outstanding principal amount of the Incremental Term Loans of
such Lender on the date of issuance thereof) and be payable (in Dollars) in the
principal amount of the Incremental Term Loans evidenced thereby from time to
time, (iv) mature on the respective Incremental Term Loan Maturity Date, (v)
bear interest as provided in the appropriate clause of Section 1.08 in respect
of Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,
(vi) be subject to voluntary prepayment as provided in Section 4.01 and
mandatory repayment as provided in Section 4.02 and (vi) be entitled to the
benefits of this Agreement and the other Credit Documents.

          (e) Each Lender will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in any such notation or endorsement shall not affect either
Borrower's obligations in respect of any Loans.

          (f) Notwithstanding anything to the contrary contained above or
elsewhere in this Agreement, Notes shall only be delivered to Lenders that at
any time specifically request the delivery of such Notes. No failure of any
Lender to request or obtain a Note evidencing its Loans to either Borrower shall
affect or in any manner impair the obligations of the respective Borrower to pay
the Loans (and all related Obligations) which would otherwise be evidenced
thereby in accordance with the requirements of this Agreement, and shall not in
any way affect the security or guaranties therefor provided pursuant to the
various Credit Documents. Any Lender that does not have a Note evidencing its
outstanding Loans shall in no event be required to make the notations or
endorsements otherwise described in preceding clause (e). At any time when any
Lender requests the delivery of a Note to evidence any of its Loans, the
relevant Borrower shall promptly execute and deliver to the respective Lender
the requested Note or Notes in the appropriate amount or amounts to evidence
such Loans.

          1.06 Conversions. Each Borrower shall have the option to convert, on
any Business Day occurring after the Restatement Effective Date, all or a
portion equal to at least the applicable Minimum Borrowing Amount (and, if
greater, in an integral multiple of $500,000) of the outstanding principal
amount of Loans made to such Borrower pursuant to one or more Borrowings of one
or more Types of Loans under a single Tranche into a Borrowing or


                                      -7-



Borrowings of another Type of Loan under such Tranche, provided that (i) except
as otherwise provided in Section 1.10(b) or unless the respective Borrower pays
all amounts owing pursuant to Section 1.11 concurrently with any such
conversion, Eurodollar Loans may be converted into Base Rate Loans only on the
last day of an Interest Period applicable to the Eurodollar Loans being
converted and no such partial conversion of Eurodollar Loans shall reduce the
outstanding principal amount of such Eurodollar Loans made pursuant to a single
Borrowing to less than the applicable Minimum Borrowing Amount applicable
thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may
only be converted into Eurodollar Loans if no Default or Event of Default is in
existence on the date of conversion, (iii) unless the Administrative Agent has
determined that the Syndication Date has occurred (at which time this clause
(iii) shall no longer be applicable), prior to the 30th day after the
Restatement Effective Date, conversions of Base Rate Loans into Eurodollar Loans
may only be made if any such conversion is effective on the first day of the
first, second, third or fourth Interest Period referred to in clause (B) of the
provisos appearing in each of Section 1.01(a)(iii) and Section 1.01(b)(iii) and
so long as any such conversion does not result in a greater number of Borrowings
of Eurodollar Loans prior to the 30th day after the Restatement Effective Date
as are permitted under Section 1.01(a)(iii) and Section 1.01(b)(iii), and (iv)
no conversion pursuant to this Section 1.06 shall result in a greater number of
Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each such
conversion shall be effected by the applicable Borrower by giving the
Administrative Agent at its Notice Office prior to 2:00 P.M. (New York time) at
least three Business Days' prior notice (each, a "Notice of
Conversion/Continuation") in the form of Exhibit A-2, appropriately completed to
specify the Loans of such Borrower to be so converted, the Borrowing or
Borrowings pursuant to which such Loans were made and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Lender prompt notice of any such proposed
conversion affecting any of its Loans.

          1.07 Pro Rata Borrowings. All Borrowings of Tranche B Term Loans,
Tranche C Term Loans and Incremental Term Loans of a given Tranche under this
Agreement shall be incurred from the Lenders pro rata on the basis of such
Lenders' Tranche B Term Loan Commitments, Tranche C Term Loan Borrowing Amounts
or Incremental Term Loan Commitments of the applicable given Tranche, as the
case may be. It is understood that no Lender shall be responsible for any
default by any other Lender of its obligation to make Loans hereunder and that
each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to make its Loans
hereunder.

          1.08 Interest. (a) The U.S. Borrower hereby agrees to pay (in the case
of Tranche B Term Loans and U.S. Borrower Incremental Term Loans, in each case
maintained as Base Rate Loans) and the Bermuda Borrower hereby agrees to pay (in
the case of Tranche C Term Loans and Bermuda Borrower Incremental Term Loans, in
each case maintained as Base Rate Loans) interest in respect of the unpaid
principal amount of each Base Rate Loan made to it from the date of the
Borrowing thereof until the earlier of (i) the maturity (whether by acceleration
or otherwise) of such Base Rate Loan and (ii) the conversion of such Base Rate
Loan to a Eurodollar Loan pursuant to Section 1.06, at a rate per annum which
shall be equal to the sum of the Base Rate in effect from time to time during
the period such Base Rate Loan is outstanding plus the relevant Applicable
Margin as in effect from time to time.


                                      -8-



          (b) The U.S. Borrower hereby agrees to pay (in the case of Tranche B
Term Loans and U.S. Borrower Incremental Term Loans, in each case maintained as
Eurodollar Loans) and the Bermuda Borrower hereby agrees to pay (in the case of
Tranche C Term Loans and Bermuda Borrower Incremental Term Loans, in each case
maintained as Eurodollar Loans), interest in respect of the unpaid principal
amount of each Eurodollar Loan made to it from the date of the Borrowing thereof
until the earlier of (i) the maturity (whether by acceleration or otherwise) of
such Eurodollar Loan and (ii) the conversion of such Eurodollar Loan to a Base
Rate Loan pursuant to Section 1.06, 1.09 or 1.10, as applicable, at a rate per
annum which shall, during each Interest Period applicable thereto, be equal to
the sum of the Eurodollar Rate for such Interest Period plus the relevant
Applicable Margin as in effect from time to time.

          (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum equal to the greater of
(x) 2% per annum in excess of the rate otherwise applicable to Base Rate Loans
maintained pursuant to the respective Tranche (or, if the overdue amount owing
does not relate to any specific Tranche, the rate otherwise applicable to
Tranche B Term Loans which are maintained as Base Rate Loans) from time to time
and (y) the rate which is 2% in excess of the rate then borne by such Loans, in
each case with such interest to be payable on demand.

          (d) Accrued (and theretofore unpaid) interest shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on each Quarterly Payment
Date, (ii) in respect of each Eurodollar Loan, on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period and (iii) in respect of each Loan, on any repayment
or prepayment (on the amount repaid or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

          (e) Upon each Interest Determination Date, the Administrative Agent
shall determine the Eurodollar Rate for the respective Interest Period or
Interest Periods and shall promptly notify the respective Borrower and the
respective Lenders thereof. Each such determination shall, absent manifest
error, be final and conclusive and binding on all parties hereto.

          1.09 Interest Periods. At the time a Borrower gives any Notice of
Borrowing or Notice of Conversion/Continuation in respect of the making of, or
conversion into, any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or on the third Business Day prior to the expiration of an
Interest Period applicable to such Eurodollar Loan (in the case of any
subsequent Interest Period), the respective Borrower shall have the right to
elect, by having an Authorized Officer of such Borrower give the Administrative
Agent notice thereof, the interest period applicable to such Eurodollar Loan,
which Interest Period shall, at the option of such Borrower (but otherwise
subject to (x) clause (B) of the proviso appearing in Section 1.01(a)(iii), (y)
clause (B) of the proviso appearing in Section 1.01(b)(iii) and (z) clause (iii)
of the proviso appearing in Section 1.06) be, in the case of a Eurodollar Loan,
a one, two, three or six-month period or, to the extent agreed to by all Lenders
required to make Loans under the respective Tranche, a nine or twelve-month
period (or, if required by clause (B) of the proviso appearing in either Section
1.01(a)(iii) or Section 1.01(b)(iii), a one-week period); provided that:


                                      -9-



          (i) all Eurodollar Loans comprising the same Borrowing shall at all
     times have the same Interest Period;

          (ii) the initial Interest Period for any Eurodollar Loan shall
     commence on the date of Borrowing of such Eurodollar Loan (including the
     date of any conversion thereto from a Borrowing of Base Rate Loans) and
     each Interest Period occurring thereafter in respect of such Eurodollar
     Loan shall commence on the day on which the next preceding Interest Period
     applicable thereto expires;

          (iii) if any Interest Period relating to a Eurodollar Loan begins on a
     day for which there is no numerically corresponding day in the calendar
     month at the end of such Interest Period, such Interest Period shall end on
     the last Business Day of such calendar month;

          (iv) if any Interest Period for a Eurodollar Loan would otherwise
     expire on a day which is not a Business Day, such Interest Period shall
     expire on the next succeeding Business Day; provided, however, that if any
     Interest Period for a Eurodollar Loan would otherwise expire on a day which
     is not a Business Day but is a day of the month after which no further
     Business Day occurs in such month, such Interest Period shall expire on the
     next preceding Business Day;

          (v) no Interest Period in respect of any Borrowing under a given
     Tranche of Loans shall be selected which extends beyond the respective
     Maturity Date for such Tranche of Loans;

          (vi) unless the Required Lenders otherwise agree, no Interest Period
     for a Eurodollar Loan may be selected at any time when a Default or Event
     of Default is then in existence; and

          (vii) no Interest Period in respect of any Borrowing of any Tranche of
     Term Loans shall be elected which extends beyond any date upon which a
     Scheduled Repayment for the respective Tranche of Term Loans will be
     required to be made under Section 4.02(b) if, after giving effect to the
     election of such Interest Period, the aggregate principal amount of such
     Tranche of Term Loans which have Interest Periods which will expire after
     such date will be in excess of the aggregate principal amount of such
     Tranche of Term Loans then outstanding less the aggregate amount of such
     required Scheduled Repayment.

If upon the expiration of any Interest Period applicable to a Borrowing of
Eurodollar Loans, the U.S. Borrower or the Bermuda Borrower, as applicable, has
failed to elect, or is not permitted to elect, a new Interest Period to be
applicable to such Eurodollar Loans as provided above, the relevant Borrower
shall be deemed to have elected to convert such Eurodollar Loans into Base Rate
Loans, in any such case effective as of the expiration date of such current
Interest Period.

          1.10 Increased Costs; Illegality; etc. (a) In the event that any
Lender shall have determined in good faith (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto but,
with respect to clause (i) below, may be made only by the Administrative Agent):


                                      -10-



          (i) on any Interest Determination Date that, by reason of any changes
     arising after the Restatement Effective Date affecting the applicable
     interbank market, adequate and fair means do not exist for ascertaining the
     applicable interest rate on the basis provided for in the definition of the
     Eurodollar Rate; or

          (ii) at any time that such Lender shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any Eurodollar Loan because of (x) any change since the Restatement
     Effective Date in any applicable law or governmental rule, regulation,
     order, guideline or request (whether or not having the force of law) or in
     the interpretation or administration thereof and including the introduction
     of any new law or governmental rule, regulation, order, guideline or
     request, such as, for example, but not limited to (A) a change in the basis
     of taxation of payments to a Lender of the principal of or interest on the
     Loans or any other amounts payable hereunder (except for changes in the
     rate of tax on, or determined by reference to, the net income or net
     profits of such Lender imposed by the jurisdiction in which its principal
     office or applicable lending office is located) or (B) a change in official
     reserve requirements, but, in all events, excluding reserves required under
     Regulation D to the extent included in the computation of the Eurodollar
     Rate and/or (y) other circumstances arising since the Restatement Effective
     Date affecting such Lender, the interbank market or the position of such
     Lender in such market (whether or not such Lender was a Lender at the time
     of such occurrence); or

          (iii) at any time after the Restatement Effective Date, that the
     making or continuance of any Eurodollar Loan has been made unlawful by any
     law or governmental rule, regulation or order (or would conflict with any
     governmental rule, regulation, guideline, request or order not having the
     force of law but with which such Lender customarily complies even though
     the failure to comply therewith would not be unlawful), or impracticable as
     a result of a contingency occurring after the Restatement Effective Date
     which materially and adversely affects the applicable interbank market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the affected Borrower, and, except in the case of clause (i) above,
to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies Holdings, any
affected Borrower and the Lenders that the circumstances giving rise to such
notice by the Administrative Agent no longer exist, and any Notice of Borrowing
or Notice of Conversion/Continuation given by either Borrower with respect to
Eurodollar Loans which have not yet been incurred (including by way of
conversion) shall be deemed rescinded by such Borrower, (y) in the case of
clause (ii) above, the respective Borrower or Borrowers, as the case may be,
agrees to pay to such Lender, upon written demand therefor, such additional
amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion shall
determine) as shall be required to compensate such Lender for such increased
costs or reductions in amounts received or receivable hereunder (with the
written notice as to the additional amounts owed to such Lender, submitted to
the respective Borrower or Borrowers by such Lender in accordance with the
foregoing to be, absent manifest error, final and conclusive and binding on


                                      -11-



all the parties hereto, although the failure to give any such notice shall not
release or diminish any of the respective Borrower's or Borrowers' obligations
to pay additional amounts pursuant to this Section 1.10(a) upon the subsequent
submission of such notice) and (z) in the case of clause (iii) above, the
respective Borrower or Borrowers shall take one of the actions specified in
Section 1.10(b) as promptly as possible and, in any event, within the time
period required by law. Each of the Administrative Agent and each Lender agrees
that if it gives notice to either Borrower of any of the events described in
clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in
the case of any such Lender, the Administrative Agent, if such event ceases to
exist.

          (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the affected Borrower
may (and, in the case of a Eurodollar Loan affected by the circumstances
described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar
Loan is then being made initially or pursuant to a conversion, cancel the
respective Borrowing by giving the Administrative Agent telephonic notice
(confirmed in writing) on the same date that such Borrower was notified by the
affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or
(iii), as the case may be, or (y) if the affected Eurodollar Loan is then
outstanding, upon at least three Business Days' written notice to the
Administrative Agent, require the affected Lender to convert such Eurodollar
Loan into a Base Rate Loan (which conversion, in the case of the circumstance
described in Section 1.10(a)(iii), shall occur no later than the last day of the
Interest Period then applicable to such Eurodollar Loan or such earlier day as
shall be required by applicable law).

          (c) If any Lender shall have determined after the Restatement
Effective Date that the adoption or effectiveness after the Restatement
Effective Date of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change after the Restatement Effective
Date in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Lender or any Person controlling
such Lender with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such
Lender's or such other controlling Person's capital or assets as a consequence
of such Lender's Commitment or Commitments hereunder or its obligations
hereunder to a level below that which such Lender or such other controlling
Person could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender's or such other controlling
Person's policies with respect to capital adequacy), then from time to time,
upon written demand by such Lender (with a copy to the Administrative Agent),
accompanied by the notice referred to in the next succeeding sentence of this
Section 1.10(c), the Borrowers jointly and severally agree to pay to such Lender
such additional amount or amounts as will compensate such Lender or such other
controlling Person for such reduction in the rate of return to such Lender or
such other controlling Person. Each Lender, upon determining in good faith that
any additional amounts will be payable pursuant to this Section 1.10(c), will
give prompt written notice thereof to the relevant Borrower (a copy of which
shall be sent by such Lender to the Administrative Agent), which notice shall
set forth such Lender's basis for asserting its rights under this Section
1.10(c) and the calculation, in reasonable detail, of such additional amounts
claimed hereunder, although the failure to give any such notice shall not
release or diminish either Borrower's obligations to pay additional amounts
pursuant to this Section 1.10(c) upon the


                                      -12-



subsequent receipt of such notice. A Lender's good faith determination of
compensation owing under this Section 1.10(c) shall, absent manifest error, be
final and conclusive and binding on all the parties hereto.

          (d) In the event that any Lender shall in good faith determine (which
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto) at any time that such Lender is required to maintain
reserves (including, without limitation, any marginal, emergency, supplemental,
special or other reserves required by applicable law) which have been
established by any Federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory body with jurisdiction over
such Lender (including any branch, Affiliate or funding office thereof) in
respect of any Non-Dollar Denominated Letter of Credit, any Non-Dollar
Denominated Bank Guaranties or any category of liabilities which includes
deposits by reference to which the interest rate on any Non-Dollar Denominated
Letter of Credit or any Non-Dollar Denominated Bank Guaranty is determined or
any category of extensions of credit or other assets which includes loans by a
non-United States office of any Lender to non-United States residents, then,
unless such reserves are included in the calculation of the interest rate
applicable to such Non-Dollar Denominated Letter of Credit or such Non-Dollar
Denominated Bank Guaranty or in Section 1.10(a)(ii), such Lender shall promptly
notify Holdings and the Borrowers in writing specifying the additional amounts
required to indemnify such Lender against the cost of maintaining such reserves
(such written notice to provide in reasonable detail a computation of such
additional amounts) and the Borrowers jointly and severally agree to pay to such
Lender such specified amounts as additional fees at the time that either
Borrower is otherwise required to pay regularly accruing fees in respect of such
Non-Dollar Denominated Letter of Credit or such Non-Dollar Denominated Bank
Guaranty or, if later, on written demand therefor by such Lender.

          1.11 Compensation. (a) The Borrowers jointly and severally agree to
compensate each Lender, upon its written request (which request shall set forth
in reasonable detail the basis for requesting such compensation), for all
losses, expenses and liabilities (including, without limitation, any loss,
expense or liability incurred by reason of the liquidation or reemployment of
deposits or other funds required by such Lender to fund its Eurodollar Loans but
excluding any loss of anticipated profit) which such Lender may sustain: (i) if
for any reason (other than a default by such Lender or any Agent) a Borrowing
of, or conversion from or into, Eurodollar Loans does not occur on a date
specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation
(whether or not withdrawn by the respective Borrower or Borrowers or deemed
withdrawn pursuant to Section 1.10(a)); (ii) if any repayment (including any
repayment made pursuant to Section 4.01 or 4.02 or as a result of an
acceleration of the Loans pursuant to Section 10 or as a result of the
replacement of a Lender pursuant to Section 1.13, 4.01 or 13.12(b)), conversion
or permitted "realignment" of any of its Eurodollar Loans occurs on a date which
is not the last day of an Interest Period applicable thereto; (iii) if any
prepayment of any of its Eurodollar Loans is not made on any date specified in a
notice of prepayment given by the respective Borrower or Borrowers; or (iv) as a
consequence of (x) any other default by the respective Borrower to repay its
Loans when required by the terms of this Agreement or any Note held by such
Lender or (y) any election made pursuant to Section 1.10(b). Each Lender's
calculation of the amount of compensation owing pursuant to this Section 1.11(a)
shall be made in good faith. A Lender's basis for requesting compensation
pursuant to this Section 1.11(a) and


                                      -13-



a Lender's calculation of the amount thereof, shall, absent manifest error, be
final and conclusive and binding on all parties hereto.

          (b) The Borrowers jointly and severally agree to compensate the
Deposit Bank and each CL Lender, upon the Deposit Bank's or applicable CL
Lender's written request (which request shall set forth in reasonable detail the
basis for requesting such compensation), for all losses, expenses and
liabilities incurred by the Deposit Bank or such CL Lender in connection with:
(i) any withdrawals from the Credit-Linked Deposit Account pursuant to the terms
of this Agreement prior to the end of the applicable Interest Period or
Scheduled Investment Termination Date for the Credit-Linked Deposits; and (ii)
the termination of the Total Credit-Linked Commitment (and the related
termination of the investment of the funds held in the Credit-Linked Deposit
Account) prior to the end of any applicable Interest Period or Scheduled
Investment Termination Date for the Credit-Linked Deposits; provided, however,
that neither of the Borrowers shall have any obligation to compensate the
Deposit Bank or any CL Lender pursuant to this Section 1.11(b) for any losses,
expenses and liabilities in connection with periods after such Interest Period
or Scheduled Investment Termination Date, as the case may be.

          1.12 Change of Lending Office. (a) Each Lender may at any time or from
time to time designate, by written notice to the Administrative Agent to the
extent not already reflected on Schedule II, one or more lending offices (which,
for this purpose, may include Affiliates of the respective Lender) for the
various Loans made, and Letters of Credit and Bank Guaranties participated in,
by such Lender (including, without limitation, by designating a separate lending
office (or Affiliate) to act as such with respect to Dollar Denominated Letter
of Credit Outstandings and Dollar Denominated Bank Guaranty Outstandings versus
Non-Dollar Denominated Letter of Credit Outstandings and Non-Dollar Denominated
Bank Guaranty Outstandings); provided that, for designations made after the
Restatement Effective Date (unless such designation is made after the occurrence
of a Sharing Event as a result of any Lender's purchase of participating
interests in Loans, Letters of Credit, Unpaid Drawings, Unreimbursed Payments
and Credit-Linked Deposits pursuant to Section 1.14), to the extent such
designation shall result in increased costs under Section 1.10, 2A.06, 2B.06 or
4.04 in excess of those which would be charged in the absence of the designation
of a different lending office (including a different Affiliate of the respective
Lender), then the Borrowers shall not be obligated to pay such excess increased
costs (although if such designation results in increased costs, the Borrowers
shall be obligated to pay the costs which would have applied in the absence of
such designation and any subsequent increased costs of the type described above
resulting from changes after the date of the respective designation). Except as
provided in the immediately preceding sentence, such lending office and
Affiliate of any Lender designated as provided above shall, for all purposes of
this Agreement, be treated in the same manner as the respective Lender (and
shall be entitled to all indemnities and similar provisions in respect of its
acting as such hereunder).

          (b) Each Lender agrees that upon the occurrence of any event giving
rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section
2A.06, Section 2B.06 or Section 4.04 with respect to such Lender, it will, if
requested by the applicable Borrower by notice to such Lender, use reasonable
efforts (subject to overall policy considerations of such Lender) to designate
another lending office for any Loans, Letters of Credit and/or Bank Guaranties,
as the case may be, affected by such event, provided that such designation is
made


                                      -14-



on such terms that such Lender and its lending office suffer no economic, legal
or regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of any of the aforementioned Sections.
Nothing in this Section 1.12 shall affect or postpone any of the obligations of
either Borrower or the rights of any Lender provided in Sections 1.10, 2A.06,
2B.06 and 4.04.

          1.13 Replacement of Lenders. (x) If any Lender becomes a Defaulting
Lender, (y) upon the occurrence of any event giving rise to the operation of
Section 1.10(a)(ii) or (iii), Section 1.10(c) or (d), Section 2A.06, Section
2B.06 or Section 4.04 with respect to any Lender which results in such Lender
charging to either Borrower increased costs materially in excess of the average
costs being charged by the other Lenders in respect of such contingency or (z)
in the case of a refusal by a Lender to consent to a proposed change, waiver,
discharge or termination with respect to this Agreement which has been approved
by the Required Lenders as provided in Section 13.12(b), the U.S. Borrower or
the Bermuda Borrower, as the case may be, shall have the right, in accordance
with the requirements of Section 13.04(b), if no Event of Default then exists or
would exist after giving effect to such replacement, to replace such Lender (the
"Replaced Lender") with one or more Eligible Transferees (collectively, the
"Replacement Lender"), none of whom shall constitute a Defaulting Lender at the
time of such replacement and each of whom shall be reasonably acceptable to the
Administrative Agent or, in the case of a replacement as provided in Section
13.12(b) where the consent of the respective Lender is required with respect to
less than all Tranches of its Loans or Commitments, at the option of Holdings,
to replace only the Commitments and/or outstanding Loans of such Lender in
respect of each Tranche where the consent of such Lender would otherwise be
individually required, with identical Commitments and/or Loans of the respective
Tranche provided by the Replacement Lender; provided that:

          (i) at the time of any replacement pursuant to this Section 1.13, the
     Replacement Lender shall enter into one or more Assignment and Assumption
     Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant
     to said Section 13.04(b) to be paid by the Replacement Lender) pursuant to
     which the Replacement Lender shall acquire all of the Commitments and all
     then outstanding Loans (or, in the case of the replacement of less than all
     the Tranches of Commitments and outstanding Loans of the respective
     Replaced Lender, all the Commitments and/or all then outstanding Loans
     relating to the Tranche or Tranches with respect to which such Lender is
     being replaced) of, and all participations in all then outstanding Letters
     of Credit and Bank Guaranties issued pursuant to the respective Tranche or
     Tranches where the respective Lender is being replaced by, the Replaced
     Lender and, in connection therewith, shall pay to the Replaced Lender in
     respect thereof an amount equal to the sum (in the relevant currency or
     currencies) of (A) an amount equal to the principal of, and all accrued
     interest on, all then outstanding Loans of the respective Replaced Lender
     under each Tranche with respect to which such Replaced Lender is being
     replaced, (B) an amount equal to the then remaining Credit-Linked Deposit
     of such Lenders (if any) at such time, (C) an amount equal to all Unpaid
     Drawings (if any) under each Tranche with respect to which the respective


                                      -15-



     Replaced Lender is being replaced, in each case that have been funded by
     (and not reimbursed to) such Replaced Lender (including by way of
     application of such Lender's Credit-Linked Deposit) at such time, together
     with all then unpaid interest with respect thereto at such time, (D) an
     amount equal to all Unreimbursed Payments (if any) under each Tranche with
     respect to which the respective Replaced Lender is being replaced, in each
     case that have been funded by (and not reimbursed to) such Replaced Lender
     (including by way of application of such Lender's Credit-Linked Deposit) at
     such time, together with all then unpaid interest with respect thereto at
     such time, and (E) an amount equal to all accrued, but theretofore unpaid,
     Fees owing to the Replaced Lender (but only with respect to the relevant
     Tranche or Tranches, in the case of the replacement of less than all
     Tranches then held by the respective Replaced Lender) pursuant to Section
     3.01; and

          (ii) all obligations of the Borrowers owing to the Replaced Lender in
     respect of each Tranche where such Replaced Lender is being replaced (other
     than those specifically described in clause (i) above in respect of which
     the assignment purchase price has been, or is concurrently being, paid)
     shall be paid in full to such Replaced Lender concurrently with such
     replacement.

Upon the execution of the respective Assignment and Assumption Agreement, the
payment of amounts referred to in clauses (i) and (ii) above, recordation of the
assignment on the Register by the Administrative Agent pursuant to Section 13.17
and, if so requested by the Replacement Lender (when applicable) pursuant to
Section 1.05(f), delivery to the Replacement Lender of the appropriate Note or
Notes executed by the respective Borrower, (x) the Replacement Lender shall
become a Lender hereunder and, unless the respective Replaced Lender continues
to have outstanding Loans or any Commitment hereunder, the Replaced Lender shall
cease to constitute a Lender hereunder, except with respect to indemnification
provisions under this Agreement (including, without limitation, Sections 1.10,
1.11, 2A.06, 2B.06, 4.04, 13.01 and 13.06), which shall survive as to such
Replaced Lender and (y) in the case of the replacement of any Credit-Linked
Commitment pursuant to this Section 1.13, the CL Percentages of the CL Lenders
shall be automatically adjusted at such time to give effect to such replacement.
In connection with any replacement of Lenders pursuant to, and as contemplated
by, this Section 1.13, each of the U.S. Borrower and the Bermuda Borrower hereby
irrevocably authorizes Holdings to take all necessary action, in the name of the
U.S. Borrower or the Bermuda Borrower, as the case may be, as described above in
this Section 1.13 in order to effect the replacement of the respective Lender or
Lenders in accordance with the preceding provisions of this Section 1.13. The
Credit-Linked Deposit funded by any CL Lender shall not be released in
connection with any assignment of its Credit-Linked Commitment, but shall
instead be purchased by the relevant assignee (at par, as described in clause
(i)(B) of the proviso above) and continue to be held by the Deposit Bank for
application (if not already applied) pursuant to Sections 2A.04 and 2B.04 in
respect of such assignee's obligations under the Credit-Linked Commitment
assigned to it.

          1.14 Special Provisions Applicable to Lenders Upon the Occurrence of a
Sharing Event. (a) On the date of the occurrence of any Sharing Event, or
promptly thereafter, (i) if there have been any Drawings pursuant to Letters of
Credit which have not yet been reimbursed to the respective Issuing Lender
pursuant to Section 2A, the respective Issuing Lender shall seek reimbursement
therefor as permitted pursuant to Section 2A.04(c) and (ii) if there have been
any Bank Guaranty Payments pursuant to Bank Guaranties which have not yet been
reimbursed to the respective Bank Guaranty Issuer pursuant to Section 2B, the
respective Bank Guaranty Issuer shall seek reimbursement therefor as permitted
pursuant to Section 2B.04(c)). After giving effect to the actions taken (or
required to be taken) pursuant to the preceding sentence, the Administrative
Agent shall request that the Deposit Bank return (in


                                      -16-



which case the Deposit Bank shall return) to the Administrative Agent who shall,
in turn, return to the CL Lenders amounts (if any) representing Credit-Linked
Deposits which are permitted to be returned to the CL Lenders at such time in
accordance with Section 2C.04(a) hereof.

          (b) (i) Upon the occurrence of a Sharing Event, but after giving
effect to the actions required to be taken pursuant to preceding clause (a) of
this Section 1.14 (although any failure by the Administrative Agent, the Deposit
Bank or any Lender to take the actions required of it pursuant to said clause
shall not prevent the actions required hereby, but the respective Administrative
Agent, Deposit Bank or Lender shall continue to be obligated to perform its
obligations as required above and the Administrative Agent shall be authorized
to make any equitable adjustments as may be deemed necessary or desirable
pursuant to the provisions of this Section 1.14(b)), the Lenders shall purchase
participations from other Lenders in each of the respective Tranches of Loans
and the CL Tranche (including, in the case of the CL Tranche, participations in
each outstanding Letter of Credit, each Unpaid Drawing owing to the CL Lenders,
each outstanding Bank Guaranty, each Unreimbursed Payment owing to the CL
Lenders and the Credit-Linked Deposits of the various CL Lenders) so that, after
giving effect to such purchases, each Lender shall have the same credit exposure
in each Tranche at such time (including, (x) in the case of the Total
Credit-Linked Commitment, an interest in each outstanding Letter of Credit, each
Unpaid Drawing owing to the CL Lenders, each outstanding Bank Guaranty, each
Unreimbursed Payment owing to the CL Lenders and the Credit-Linked Deposits of
the various CL Lenders and (y) a participation in the Credit-Linked Deposits
established pursuant to Section 2C.01 and all amounts deposited in the
Credit-Linked Deposit Account from time to time or to be returned to the Lenders
in accordance with the provisions of Section 2), whether or not such Lender
shall previously have participated therein, equal to such Lender's Exchange
Percentage thereof.

          (ii) The foregoing actions pursuant to immediately preceding clause
(i) shall be accomplished pursuant to this Section 1.14(b) through purchases and
sales of participations in the various Tranches as required hereby, and at the
request of the Administrative Agent each Lender hereby agrees to enter into
customary participation agreements approved by the Administrative Agent to
evidence same. All purchases and sales of participations pursuant to this
Section 1.14(b) shall be made in Dollars. Without limiting the foregoing, it is
understood and agreed that, pursuant to this Section 1.14(b), the various CL
Lenders may be selling participations to the other Lenders in their
Credit-Linked Deposits (after giving effect to the actions required on, or
promptly following, the occurrence of the Sharing Event pursuant to Section
1.14(a)), and in connection therewith each CL Lender shall be paid, in
immediately available funds in Dollars, amounts equal to the percentage
participations sold by them in their Credit-Linked Deposits, which immediately
available funds shall be paid by the Lenders acquiring participations therein.
At the request of the Administrative Agent, each Lender which has sold
participations in any of its Tranches as provided above (through the
Administrative Agent) will deliver to each Lender (through the Administrative
Agent) which has so purchased a participation therein a participation
certificate in the appropriate amount as determined in conjunction with the
Administrative Agent. It is understood that the amount of immediately available
funds delivered by each Lender shall be calculated on a net basis, giving effect
to both the sales and purchases of participations by the various Lenders as
required above.


                                      -17-



          (c) In the event that any Lender shall default on its obligation to
pay over any amount to the Administrative Agent in respect of any Letter of
Credit or any Bank Guaranty as provided in Section 1.14(b), each other Lender
shall have a claim against such defaulting Lender (and not against the
Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Deposit
Bank or any other Lender) for any damages sustained by it as a result of such
default.

          (d) All determinations by the Administrative Agent pursuant to this
Section 1.14 shall be made by it in accordance with the provisions herein and
with the intent being to equitably share the credit risk for all Tranches (and
the Credit-Linked Deposits) hereunder in accordance with the provisions hereof.
Absent manifest error, all determinations by the Administrative Agent hereunder
shall be binding on the Borrowers, each of the Lenders, each Issuing Lender,
each Bank Guaranty Issuer and the Deposit Bank. The Administrative Agent shall
have no liability to either Borrower, any Lender, any Issuing Bank, any Bank
Guaranty Issuer or the Deposit Bank for any determinations made by it hereunder
except to the extent resulting from the Administrative Agent's gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision).

          (e) Upon, and after, the occurrence of a Sharing Event (i) no further
Credit Events shall be made or occur, and (ii) all Credit-Linked Commitments and
all Incremental Term Loan Commitments (if any) shall be automatically
terminated. Notwithstanding anything to the contrary contained above, the
failure of any Lender to purchase its participating interests as required above
in any extensions of credit (and/or any Credit-Linked Deposits) upon the
occurrence of a Sharing Event shall not relieve any other Lender of its
obligation hereunder to purchase its participating interests in a timely manner,
but no Lender shall be responsible for the failure of any other Lender to
purchase the participating interest to be purchased by such other Lender on any
date.

          (f) If any amount required to be paid by any Lender pursuant to this
Section 1.14 is not paid to the Administrative Agent on the date upon which the
Sharing Event occurred, such Lender shall, in addition to such aforementioned
amount, also pay to the Administrative Agent on demand an amount equal to the
product of (i) the amount so required to be paid by such Lender for the purchase
of its participations, (ii) the daily average Federal Funds Rate, during the
period from and including the date of request for payment to the date on which
such payment is immediately available to the Administrative Agent and (iii) a
fraction the numerator of which is the number of days that elapsed during such
period and the denominator of which is 360. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts payable under this
Section 1.14 shall be conclusive in the absence of manifest error. Amounts
payable by any Lender pursuant to this Section 1.14 shall be paid to the
Administrative Agent for the account of the relevant Lenders, provided that, if
the Administrative Agent (in its sole discretion) has elected to fund on behalf
of such other Lender the amounts owing to such other Lenders, then the amounts
shall be paid to the Administrative Agent for its own account.

          (g) Whenever, at any time after the relevant Lenders have received
from any other Lenders purchases of participations pursuant to this Section
1.14, the various Lenders receive any payment on account thereof, such Lenders
will distribute to the Administrative Agent, for the account of the various
Lenders participating therein, such Lenders' participating interests in such
amounts (appropriately adjusted, in the case of interest payments, to reflect
the


                                      -18-



period of time during which such participations were outstanding) in like funds
as received, provided, however, that in the event that such payment received by
any Lenders is required to be returned, the Lenders who received previous
distributions in respect of their participating interests therein will return to
the respective Lenders any portion thereof previously so distributed to them in
like funds as such payment is required to be returned by the respective Lenders.

          (h) Each Lender's obligation to purchase participating interests
pursuant to this Section 1.14 shall be absolute and unconditional and shall not
be affected by any circumstance including, without limitation, (i) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have
against any other Lender, any Credit Agreement Party or any other Person for any
reason whatsoever, (ii) the occurrence or continuance of any Default or Event of
Default, (iii) any adverse change in the condition (financial or otherwise) or
prospects of any Credit Agreement Party or any other Person, (iv) any breach of
this Agreement or any other Credit Document by any Credit Agreement Party, any
Lender, any Issuing Lender, any Bank Guaranty Issuer, any Agent, the Deposit
Bank or any other Person, or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

          (i) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, upon any purchase of participations as required above, (i) the
relevant Borrower shall pay to each Lender granting any participations as
required above, for the account of the respective Lender which has purchased
such participations, any increased costs and indemnities (including, without
limitation, pursuant to Sections 1.11, 1.12, 2A.06, 2B.06 and 4.04) to the same
extent as if such Lender which has purchased such participations were the direct
Lender as opposed to a participant therein, which increased costs shall be
calculated without regard to Section 1.13, Section 13.04(a) or the penultimate
sentence of Section 13.04(b) and (ii) each Lender which has sold such
participations shall be entitled to receive from the relevant Borrower
indemnification from and against any and all taxes imposed as a result of the
sale of the participations pursuant to this Section 1.14. Each Borrower
acknowledges and agrees that, upon the occurrence of a Sharing Event and after
giving effect to the requirements of this Section 1.14, increased Taxes may be
owing by it pursuant to Section 4.04, which Taxes shall be paid (to the extent
provided in Section 4.04) by the respective Borrower or Borrowers, without any
claim that the increased Taxes are not payable because same resulted from the
participations effected as otherwise required by this Section 1.14.

          1.15 Incremental Term Loan Commitments. (a) So long as the Incremental
Term Loan Commitment Request Requirements are satisfied at the time of the
delivery of the request referred to below, each Borrower shall have the right,
in consultation and coordination with the Administrative Agent as to all of the
matters set forth below in this Section 1.15, but without requiring the consent
of any of the Lenders, to request, at any time and from time to time after the
Restatement Effective Date and prior to the date which is 12 months prior to the
then latest Maturity Date, that one or more Lenders (and/or one or more other
Persons which are Eligible Transferees and which will become Lenders) provide
Incremental Term Loan Commitments to such Borrower and, subject to the terms and
conditions contained in this Agreement and in the respective Incremental Term
Loan Commitment Agreement, make Incremental Term Loans pursuant thereto; it
being understood and agreed, however, that (i) no Lender shall be obligated to
provide an Incremental Term Loan Commitment as a result of any


                                      -19-



such request by such Borrower, and until such time, if any, as such Lender has
agreed in its sole discretion to provide an Incremental Term Loan Commitment and
executed and delivered to the Administrative Agent an Incremental Term Loan
Commitment Agreement as provided in clause (b) of this Section 1.15 such Lender
shall not be obligated to fund any Incremental Term Loans, (ii) any Lender
(including any Eligible Transferee who will become a Lender) may so provide an
Incremental Term Loan Commitment without the consent of any other Lender, (iii)
each Tranche of Incremental Term Loan Commitments shall be made available to a
single Incremental Term Loan Borrower and shall be denominated in Dollars, (iv)
the amount of each Tranche of Incremental Term Loan Commitments shall be in a
minimum aggregate amount for all Lenders which provide an Incremental Term Loan
Commitment under such Tranche of Incremental Term Loans (including Eligible
Transferees who will become Lenders) of at least $25,000,000, (v) the aggregate
amount of all Incremental Term Loan Commitments provided pursuant to this
Section 1.15 shall not exceed the Maximum Incremental Term Loan Commitment
Amount (it being understood and agreed, however, to the extent that any such
Incremental Term Loan Commitments are obtained but later expire, terminate or
are voluntarily reduced in each case without being utilized, the amount of such
Incremental Term Loan Commitments so expired, terminated or voluntarily reduced
may again be available to be obtained under this Section 1.15 within the limits
set forth herein), (vi) the up-front fees and, if applicable, any unutilized
commitment fees and/or other fees, payable in respect of each Incremental Term
Loan Commitment shall be separately agreed to by Holdings, the respective
Incremental Term Loan Borrower and each Incremental Term Loan Lender (and with
all such fees to be disclosed in writing by Holdings to the Administrative
Agent), (vii) each Tranche of Incremental Term Loans shall have (I) (x) an
Incremental Term Loan Maturity Date of no earlier than the then latest Maturity
Date as then in effect, and (y) a Weighted Average Life to Maturity of no less
than the Weighted Average Life to Maturity as then in effect for the Tranche of
then outstanding Loans with the longest Weighted Average Life to Maturity and
(II) an "interest rate" or "interest rates" applicable to such Tranche of
Incremental Term Loans (which, for such purposes only, shall be determined by
the Administrative Agent and deemed to include all upfront or similar fees or
original issue discount (amortized over the life of such Incremental Term Loans)
payable to all Lenders providing such Incremental Term Loans, but exclusive of
any arrangement, structuring or other fees payable in connection therewith that
are not shared with all Lenders providing such Tranche of Incremental Term
Loans) that may (at such time or from time to time thereafter) exceed the
"interest rates" applicable to the Term Loans provided that, in the event that
the "interest rate" excess applicable to such Tranche of Incremental Term Loans
shall at such time be greater than 0.50% (or its equivalent), the Applicable
Margin for the Tranche B Term Loans, the Tranche C Term Loans and each other
then existing Tranche of Incremental Term Loans shall be increased by such
amounts, and for such time periods, as are needed so that at no time shall the
"interest rate" for the respective new Tranche of Incremental Term Loans
(calculated as described above) exceed the relevant interest rates applicable to
the then existing Tranches of Term Loans by more than 0.50%; provided further,
that, at no time shall the provisions of this Section 1.15 be construed to
result in any decrease in any interest rate applicable to any then existing
Tranche of Term Loans (including after giving effect to any prior increases in
interest rates applicable thereto pursuant to the preceding provisions of this
Section 1.15(a)), (viii) the proceeds of all Incremental Term Loans shall be
used only for the purposes permitted by Section 7.05(a), (ix) each Incremental
Term Loan Commitment Agreement shall specifically designate, with the approval
of the Administrative Agent, the Tranche of the Incremental Term Loan


                                      -20-



Commitments being provided thereunder (which Tranche shall be a new Tranche
(i.e., not the same as any existing Tranche of Incremental Term Loans,
Incremental Term Loan Commitments or other Term Loans) unless the requirements
of Section 1.15(c) are satisfied), (x) all Incremental Term Loans (and all
interest, fees and other amounts payable thereon) shall be Obligations under
this Agreement and the other applicable Credit Documents and shall be secured by
the relevant Security Documents, and guaranteed under each relevant Guaranty, on
a pari passu basis with all other Loans of the applicable Borrower secured by
each such Security Agreement and guaranteed under each such Guaranty, and (xi)
each Lender (including any Eligible Transferee who will become a Lender)
agreeing to provide an Incremental Term Loan Commitment pursuant to an
Incremental Term Loan Commitment Agreement shall, subject to the satisfaction of
the relevant conditions set forth in this Agreement, make Incremental Term Loans
under the Tranche specified in such Incremental Term Loan Commitment Agreement
as provided in Section 1.01(c) and such Loans shall thereafter be deemed to be
Incremental Term Loans under such Tranche for all purposes of this Agreement and
the other applicable Credit Documents.

          (b) At the time of the provision of Incremental Term Loan Commitments
pursuant to this Section 1.15, the respective Incremental Term Loan Borrower,
the Administrative Agent and each such Lender or other Eligible Transferee which
agrees to provide an Incremental Term Loan Commitment (each, an "Incremental
Term Loan Lender") shall execute and deliver to the Administrative Agent an
Incremental Term Loan Commitment Agreement substantially in the form of Exhibit
P (appropriately completed), with the effectiveness of the Incremental Term Loan
Commitment provided therein to occur on the date set forth in such Incremental
Term Loan Commitment Agreement, which date in any event shall be no earlier than
the date on which (w) all fees required to be paid in connection therewith at
the time of such effectiveness shall have been paid (including, without
limitation, any agreed upon up-front or arrangement fees owing to the
Administrative Agent), (x) all Incremental Term Loan Commitment Requirements are
satisfied, (y) all other conditions set forth in this Section 1.15 shall have
been satisfied, and (z) all other conditions precedent that may be set forth in
such Incremental Term Loan Commitment Agreement shall have been satisfied. The
Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Incremental Term Loan Commitment Agreement, and at such time, (i)
Schedule I shall be deemed modified to reflect the revised Incremental Term Loan
Commitments of the affected Lenders and (ii) to the extent requested by any
Incremental Term Loan Lender, Incremental Term Notes will be issued at the
respective Incremental Term Loan Borrower's expense, to such Incremental Term
Loan Lender, to be in conformity with the requirements of Section 1.05(d) (with
appropriate modification) to the extent needed to reflect the new Incremental
Term Loans made by such Incremental Term Loan Lender.

          (c) Notwithstanding anything to the contrary contained above in this
Section 1.15, the Incremental Term Loan Commitments provided by an Incremental
Term Loan Lender or Incremental Term Loan Lenders, as the case may be, pursuant
to each Incremental Term Loan Commitment Agreement shall constitute a new
Tranche, which shall be separate and distinct from the existing Tranches
pursuant to this Agreement (with a designation which may be made in letters
(i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof (i.e.,
A-1, A-2, B-1, B-2, C-1, C-2, etc.), provided that, with the consent of the
Administrative Agent, the parties to a given Incremental Term Loan Commitment
Agreement may specify therein that the respective


                                      -21-



Incremental Term Loans made pursuant thereto shall constitute part of, and be
added to, an existing Tranche of Incremental Term Loans or to the outstanding
Tranche of Tranche B Term Loans or Tranche C Term Loans, in either case so long
as the following requirements are satisfied:

          (i) the Incremental Term Loans to be made pursuant to such Incremental
     Term Loan Commitment Agreement shall have the same Borrower, shall have the
     same Maturity Date and shall have the same Applicable Margins as the
     Tranche of Term Loans to which the new Incremental Term Loans are being
     added;

          (ii) the new Incremental Term Loans shall have the same Scheduled
     Repayment dates as then remain with respect to the Tranche to which such
     new Incremental Term Loans are being added (with the amount of each
     Scheduled Repayment applicable to such new Incremental Term Loans to be the
     same (on a proportionate basis) as is theretofore applicable to the Tranche
     to which such new Incremental Term Loans are being added, thereby
     increasing the amount of each then remaining Scheduled Repayment of the
     respective Tranche proportionately); and

          (iii) on the date of the making of such new Incremental Term Loans,
     and notwithstanding anything to the contrary set forth in Section 1.09,
     such new Incremental Term Loans shall be added to (and form part of) each
     Borrowing of outstanding Term Loans of the respective Tranche on a pro rata
     basis (based on the relative sizes of the various outstanding Borrowings),
     so that each Lender will participate proportionately in each then
     outstanding Borrowing of Term Loans of the respective Tranche.

To the extent the provisions of preceding clause (iii) require that Lenders
making new Incremental Term Loans add such Incremental Term Loans to the then
outstanding Borrowings of Eurodollar Loans of such Tranche, it is acknowledged
that the effect thereof may result in such new Incremental Term Loans having
short Interest Periods (i.e., an Interest Period that began during an Interest
Period then applicable to outstanding Eurodollar Loans of such Tranche and which
will end on the last day of such Interest Period). In connection therewith, the
respective Incremental Term Loan Borrower may agree, in the respective
Incremental Term Loan Commitment Agreement, to compensate the Lenders making the
new Incremental Term Loans of the respective Tranche for funding Eurodollar
Loans during an existing Interest Period on such basis as may be agreed by such
Incremental Term Loan Borrower and the respective Incremental Term Loan Lender
or Incremental Term Loan Lenders.

          Section 2 Letters of Credit; Bank Guaranties; Etc.

          Section 2A. Letters of Credit.

               2A.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, a Borrower may request an Issuing Lender, at any
time and from time to time on and after the Restatement Effective Date and prior
to the fifth Business Day (or the 30th day in the case of Trade Letters of
Credit) preceding the CL Maturity Date, to issue, (x) for the account of the
U.S. Borrower (in the case of requests made by it) or the account of the Bermuda
Borrower (in the case of requests made by it) and for the benefit of any holder
(or any trustee,


                                      -22-



agent or other similar representative for any such holders) of L/C Supportable
Indebtedness of the respective Account Party or any of its or their Wholly-Owned
Subsidiaries, irrevocable standby letters of credit in a form customarily used
by such Issuing Lender or in such other form as has been approved by such
Issuing Lender (each such standby letter of credit, a "Standby Letter of
Credit") in support of such L/C Supportable Indebtedness and (y) for the account
of the respective Account Party and for the benefit of sellers of goods to the
respective Account Party or any of its or their Subsidiaries in the ordinary
course of business, irrevocable sight trade letters of credit in a form
customarily used by such Issuing Lender or in such other form as has been
approved by such Issuing Lender (each such trade letter of credit, a "Trade
Letter of Credit", and each such Standby Letter of Credit and Trade Letter of
Credit, a "Letter of Credit" and, collectively, the "Letters of Credit"). All
Letters of Credit shall be issued on a sight basis only and shall be denominated
in Dollars or, subject to the provisions of Section 2C.03, an Alternative
Currency. Each Letter of Credit shall be deemed to constitute a utilization of
the Credit-Linked Commitments and shall, subject to the provisions of Section
1.14 if a Sharing Event occurs, be participated in (as more fully described in
following Section 2A.04(a)) by the CL Lenders in accordance with their
respective CL Percentages (subject to the provisions of Section 2C to the extent
applicable). All Letters of Credit shall be denominated in Dollars or an
Alternative Currency. The Bermuda Borrower shall have no liability with respect
to any U.S. Borrower Letter of Credit which may be issued to the U.S. Borrower.

          (b) Subject to and upon the terms and conditions set forth herein,
each Issuing Lender hereby agrees (subject to Section 2C.03, to the extent
applicable in the case of Non-Dollar Denominated Letters of Credit) that it
will, at any time and from time to time on and after the Restatement Effective
Date and prior to (i) the fifth Business Day in the case of Standby Letters of
Credit, or (ii) the 30th day, in the case of Trade Letters of Credit, preceding
the CL Maturity Date, following its receipt of the respective Letter of Credit
Request, issue for the account of the respective Account Party one or more
Letters of Credit, (x) in the case of Trade Letters of Credit, in support of
trade obligations of the respective Account Party or any of its or their
Subsidiaries that arise in the ordinary course of business or (y) in the case of
Standby Letters of Credit, in support of such L/C Supportable Indebtedness as is
permitted to remain outstanding without giving rise to a Default or Event of
Default hereunder; provided that the respective Issuing Lender shall be under no
obligation to issue any Letter of Credit if at the time of such issuance:

          (i) any order, judgment or decree of any governmental authority or
     arbitrator shall purport by its terms to enjoin or restrain such Issuing
     Lender from issuing such Letter of Credit or any requirement of law
     applicable to such Issuing Lender or any request or directive (whether or
     not having the force of law) from any governmental authority with
     jurisdiction over such Issuing Lender shall prohibit, or request that such
     Issuing Lender refrain from, the issuance of letters of credit generally or
     such Letter of Credit in particular or shall impose upon such Issuing
     Lender with respect to such Letter of Credit any restriction or reserve or
     capital requirement (for which such Issuing Lender is not otherwise
     compensated) not in effect on the Restatement Effective Date, or any
     unreimbursed loss, cost or expense which was not applicable, in effect or
     known to such Issuing Lender as of the Restatement Effective Date and which
     such Issuing Lender in good faith deems material to it; or


                                      -23-


          (ii) such Issuing Lender, prior to the issuance of such Letter of
     Credit, shall have received written notice from any Credit Agreement Party
     or the Required Lenders of the type described in clause (iv) of Section
     2A.01(c) or the last sentence of Section 2A.03(b).

          (c) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued at any time when the Aggregate CL Exposure exceeds (or would after giving
effect to such issuance exceed) either (x) the Total Credit-Linked Commitment at
such time or (y) the aggregate amount of the Credit-Linked Deposits in the
Credit-Linked Deposit Account at such time, (ii) (x) each Standby Letter of
Credit shall by its terms terminate on or before the date which occurs 12 months
after the date of the issuance thereof (although any such Standby Letter of
Credit may be extendable for successive periods of up to 12 months, but not
beyond the fifth Business Day preceding the CL Maturity Date, on terms
acceptable to the Issuing Lender thereof), provided that a Standby Letter of
Credit issued to support obligations under any Specified Existing Ship Lease may
terminate by its terms on or prior to the earlier to occur of (1) the date which
occurs 24 months after the date of the issuance thereof and (2) the fifth
Business Day preceding the CL Maturity Date and (y) each Trade Letter of Credit
shall by its terms terminate on or before the date occurring not later than 180
days after such Trade Letter of Credit's date of issuance, (iii) (x) no Standby
Letter of Credit shall have an expiry date occurring later than the fifth
Business Day preceding the CL Maturity Date and (y) no Trade Letter of Credit
shall have an expiry date occurring later than 30 days prior to the CL Maturity
Date and (iv) no Issuing Lender will issue any Letter of Credit after it has
received written notice from any Credit Agreement Party or the Required Lenders
stating that a Default or an Event of Default exists until such time as such
Issuing Lender shall have received a written notice of (x) rescission of such
notice from the party or parties originally delivering the same or (y) a waiver
of such Default or Event of Default by the Required Lenders.

          (d) Part A of Schedule XI hereto contains a description of certain
letters of credit issued (or deemed issued) pursuant to the Original Credit
Agreement and outstanding on the Restatement Effective Date (and setting forth,
with respect to each such letter of credit, (i) the name of the issuing lender,
(ii) the letter of credit number, (iii) the name(s) of the account party or
account parties, (iv) the stated amount (including the currency in which such
letter of credit is denominated, which shall be Dollars or an Alternative
Currency), (v) the name of the beneficiary, (vi) the expiry date and (vii)
whether such letter of credit constitutes a standby letter of credit or a trade
letter of credit). Each such letter of credit, including any extension or
renewal thereof (each, as amended from time to time in accordance with the terms
thereof and hereof, an "Existing Letter of Credit") shall constitute a "Letter
of Credit" and a "Bermuda Borrower Letter of Credit" or a "U.S. Borrower Letter
of Credit" (as set forth on Part A of Schedule XI) for all purposes of this
Agreement and issued, for purposes of Section 2A.04(a), on the Restatement
Effective Date. Any Lender hereunder (and any of such Lender's Affiliates and/or
branches) which has issued an Existing Letter of Credit shall constitute an
"Issuing Lender" for all purposes of this Agreement.

               2A.02 Minimum Stated Amount. The Stated Amount of each Letter of
Credit upon issuance shall be not less than (x) in the case of a Dollar
Denominated Letter of Credit, $250,000, (y) in the case of a Euro Denominated
Letter of Credit, E150,000 and (z) in the case of


                                      -24-



a Sterling Denominated Letter of Credit, L150,000, or in each case such lesser
amount as is reasonably acceptable to the respective Issuing Lender.

               2A.03 Letter of Credit Requests. (a) Whenever an Account Party
desires that a Letter of Credit be issued for its account, such Account Party
shall give the Administrative Agent (at the appropriate Notice Office) and the
respective Issuing Lender at least 3 Business Days' (or such shorter period as
is acceptable to such Issuing Lender in any given case) written notice prior to
the proposed date of issuance (which shall be a Business Day). Each notice shall
be in the form of Exhibit C-1 (each, a "Letter of Credit Request"), including,
without limitation, by specifying: (i) whether the requested Letter of Credit
shall constitute a U.S. Borrower Letter of Credit or a Bermuda Borrower Letter
of Credit; and (ii) the currency in which the requested Letter of Credit is to
be denominated (which shall be Dollars or, to the extent permitted hereunder, an
Alternative Currency. Each Letter of Credit Request shall include any other
documents as such Issuing Lender customarily requires in connection therewith.

          (b) The making of each Letter of Credit Request shall be deemed to be
a representation and warranty by the applicable Account Party that such Letter
of Credit may be issued in accordance with, and will not violate the
requirements of, Section 2A.01(c). Unless the respective Issuing Lender has
received notice from the Required Lenders before it issues a Letter of Credit
that one or more of the applicable conditions specified in Section 5 or 6, as
the case may be, are not then satisfied, or that the issuance of such Letter of
Credit would violate Section 2A.01(c), then such Issuing Lender may issue the
requested Letter of Credit for the account of the respective Account Party in
accordance with such Issuing Lender's usual and customary practices.

               2A.04 Letter of Credit Participations. (a) Immediately upon the
issuance by any Issuing Lender of any Letter of Credit, but subject to Section
2C.03 to the extent applicable in the case of Non-Dollar Denominated Letters of
Credit, such Issuing Lender shall be deemed to have sold and transferred to each
CL Lender (each such Lender with respect to any Letter of Credit, in its
capacity under this Section 2A.04, a "L/C Participant"), and each such L/C
Participant shall be deemed irrevocably and unconditionally to have purchased
and received from such Issuing Lender, without recourse or warranty, an
undivided interest and participation (each an "L/C Participation"), in a
percentage equal to such L/C Participant's CL Percentage in such Letter of
Credit, and each Drawing made thereunder and the obligations of the respective
Account Party under this Agreement with respect thereto (although CL Facility
Fees shall be payable directly to the Administrative Agent for the account of
the CL Lenders as provided in Section 3.01(a) and the L/C Participants shall
have no right to receive any portion of any Facing Fees or any administration
fees with respect to any such Letters of Credit) and any security therefor or
guaranty pertaining thereto. Upon any change in the Credit-Linked Commitments
and, as a result thereof, the CL Percentages of the CL Lenders pursuant to
Section 1.13, or 13.04, it is hereby agreed that with respect to all outstanding
Letters of Credit and Unpaid Drawings relating thereto, there shall be an
automatic adjustment to the participations pursuant to this Section 2A.04 to
reflect the new CL Percentages of the CL Lenders. With respect to each Letter of
Credit from time to time outstanding, all calculations of the percentage
participations therein of the various CL Lenders shall be made from time to time
by the Administrative Agent, which calculations shall be conclusive absent
manifest error. Furthermore, upon the occurrence of a Sharing Event and as more
fully set forth in Section 1.14, additional sub-participations may be


                                      -25-



required to be granted by the various CL Lenders in their participations in
outstanding Letters of Credit, in each case in accordance with, and subject to
the provisions of, Section 1.14.

          (b) In determining whether to pay under any Letter of Credit, the
respective Issuing Lender shall have no obligation relative to the other Lenders
other than to confirm that any documents required to be delivered under such
Letter of Credit appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by any Issuing Lender under or
in connection with any Letter of Credit issued by it if taken or omitted in the
absence of gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision), shall not create
for such Issuing Lender any resulting liability to any Account Party or any
Lender.

          (c) In the event that any Issuing Lender makes any payment or
disbursement under any Letter of Credit issued by it and the respective Account
Party shall not have reimbursed such amount in full to such Issuing Lender
pursuant to Section 2A.05(a) by the date required by said Section 2A.05(a) for
such reimbursement, such Issuing Lender shall promptly notify the Administrative
Agent, which shall promptly notify each L/C Participant therein and the Deposit
Bank of such failure, and each CL Lender (including in its capacity as an L/C
Participant) hereby irrevocably authorizes the Deposit Bank (and the Deposit
Bank hereby agrees) to reimburse such Issuing Lender for such amount in Dollars
(or, to the extent that the respective Unpaid Drawing is in an Alternative
Currency, in an amount equal to the Dollar Equivalent thereof, as determined by
the Administrative Agent on the date on which such payment or disbursement was
made under the respective Letter of Credit) solely from such CL Lender's CL
Percentage of the Credit-Linked Deposits on deposit with the Deposit Bank in the
Credit-Linked Deposit Account, in which case the Total Credit-Linked Commitment
shall be reduced by the amount so applied (with a corresponding reduction in the
Credit-Linked Commitment of each CL Lender equal to such CL Lender's CL
Percentage of such aggregate amount so applied); provided that any portion of
the Unpaid Drawings with respect to a Non-Dollar Denominated Letter of Credit,
which, because of currency fluctuations, represents amounts in excess of the
Total Credit-Linked Deposits (as more fully described in Section 2C.03), shall
not be reimbursed from Credit-Linked Deposits but shall instead be immediately
repaid by the respective Account Party. Furthermore, if any Specified Default or
any Event of Default then exists, the respective Issuing Lender may, with
respect to any payment or disbursement made by it under any Letter of Credit,
request the Deposit Bank, in which case each CL Lender hereby irrevocably
authorizes the Deposit Bank (and the Deposit Bank hereby agrees), to reimburse
the Issuing Lender, solely from such CL Lender's CL Percentage of the
Credit-Linked Deposits on deposit in the Credit-Linked Deposit Account with the
Deposit Bank, for any Drawing under such Letter of Credit as provided in the
immediately preceding sentence (notwithstanding the date of reimbursement of any
such Drawings by the date required by Section 2A.05(a)), in which case the Total
Credit-Linked Commitment shall be reduced by the amount so applied as otherwise
provided in the immediately preceding sentence, and any amounts actually
received pursuant to Section 2A.05(a) shall be applied to reimburse L/C
Participants as provided in following Section 2A.04(d).

          (d) Whenever any Issuing Lender receives a payment of a reimbursement
obligation as to which the Administrative Agent has received for the account of
such Issuing


                                      -26-



Lender any payments from the L/C Participants (or from the Deposit Bank on their
behalf) pursuant to Section 2A.04(c) above, such Issuing Lender shall, after
paying itself any amounts owing to it as described in Section 2C.03 in the case
of payments received with respect to Non-Dollar Denominated Letters of Credit,
pay (in same day funds in Dollars) to the Administrative Agent (and the
Administrative Agent shall promptly pay (in same day funds in Dollars) to each
L/C Participant which has paid its relevant CL Percentage thereof) an amount
equal to such L/C Participant's share (based on the proportionate aggregate
amount funded by such L/C Participant to the aggregate amount funded by all L/C
Participants) of the principal amount of such reimbursement obligation and
interest thereon accruing after the purchase of the respective participations.

          (e) Each Issuing Lender shall, promptly after the issuance of, or
amendment or modification to, a Standby Letter of Credit, give the
Administrative Agent and the respective Account Party written notice of such
issuance, amendment or modification, as the case may be, and such notice shall
be accompanied by a copy of such Standby Letter of Credit, such amendment or
such modification, as the case may be. Promptly upon receipt of such notice, the
Administrative Agent shall notify each L/C Participant, in writing, of such
issuance, amendment or modification and if any L/C Participant shall so request,
the Administrative Agent shall furnish said L/C Participant with a copy of such
Standby Letter of Credit, such amendment or such modification, as the case may
be.

          (f) Each Issuing Lender (other than DBAG) shall deliver to the
Administrative Agent and the Deposit Bank, promptly on the first Business Day of
each week, by facsimile transmission, the aggregate daily Stated Amount
available to be drawn under the outstanding Trade Letters of Credit issued by
such Issuing Lender for the previous week.

          (g) The obligations of the L/C Participants to make payments to the
Administrative Agent for the account of the respective Issuing Lender with
respect to Letters of Credit issued by it shall be irrevocable and not subject
to counterclaim, set-off or other defense or any other qualification or
exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:

          (i) any lack of validity or enforceability of this Agreement or any of
     the Credit Documents;

          (ii) the existence of any claim, setoff, defense or other right which
     any Credit Party or any of its Subsidiaries may have at any time against a
     beneficiary named in a Letter of Credit, any transferee of any Letter of
     Credit (or any Person for whom any such transferee may be acting), any
     Agent, any Lender, any Issuing Lender, any L/C Participant, or any other
     Person, whether in connection with this Agreement, any Letter of Credit,
     the transactions contemplated herein or any unrelated transactions
     (including any underlying transaction between any Credit Party or any of
     its Subsidiaries and the beneficiary named in any such Letter of Credit);


                                      -27-



          (iii) any draft, certificate or any other document presented under any
     Letter of Credit proving to be forged, fraudulent, invalid or insufficient
     in any respect or any statement therein being untrue or inaccurate in any
     respect;

          (iv) the surrender or impairment of any security for the performance
     or observance of any of the terms of any of the Credit Documents; or

          (v) the occurrence of any Default or Event of Default;

provided that the L/C Participants shall not be obligated to reimburse such
Issuing Lender for any wrongful payment made by such Issuing Lender under a
Letter of Credit issued by it as a result of deliberate acts or omissions
constituting willful misconduct or gross negligence on the part of such Issuing
Lender (as determined by a court of competent jurisdiction in a final and
non-appealable decision). Any action taken or omitted to be taken by any Issuing
Lender under or in connection with any Letter of Credit shall not create for
such Issuing Lender any resulting liability to the L/C Participants or any other
Person unless such action is taken or omitted to be taken with gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision).

               2A.05 Agreement to Repay Letter of Credit Drawings. (a) The U.S.
Borrower hereby agrees (in the case of U.S Borrower Letters of Credit), and the
Bermuda Borrower hereby agrees (in the case of Bermuda Borrower Letters of
Credit) to reimburse the respective Issuing Lender, by making payment in Dollars
(or, if the respective Letter of Credit is denominated in an Alternative
Currency, in an amount equal to the Dollar Equivalent of the respective payment
or disbursement, as determined by the Administrative Agent on the date of such
payment or disbursement) to the Administrative Agent in immediately available
funds at the Payment Office (or by making the payment directly to such Issuing
Lender at such location as may otherwise have been agreed upon by the respective
Account Party and such Issuing Lender), for any payment or disbursement (in the
case of any such payment or disbursement under any Non-Dollar Denominated Letter
of Credit, taking the Dollar Equivalent, as determined by the Administrative
Agent, of the amount of the respective payment or disbursement on the date upon
which the respective payment or disbursement is made) made by such Issuing
Lender under any Letter of Credit issued by it (each such amount so paid until
reimbursed, an "Unpaid Drawing"), not later than the third Business Day after
the Administrative Agent or the Issuing Lender notifies the respective Account
Party of such payment or disbursement (provided that no such notice shall be
required to be given if a Default or an Event of Default under Section 10.05
shall have occurred and be continuing, in which case all such Unpaid Drawings
shall be due and payable immediately without presentment, demand, protest or
notice of any kind (all of which are hereby waived by the respective Account
Party)), with interest on the amount so paid or disbursed by such Issuing
Lender, to the extent not reimbursed prior to 1:00 P.M. (New York time), on the
date of such payment or disbursement, from and including the date paid or
disbursed to but excluding the date such Issuing Lender is reimbursed by the
respective Account Party therefor at a rate per annum equal to the Base Rate in
effect from time to time plus the Applicable Margin for Tranche B Term Loans
maintained as Base Rate Loans, as in effect from time to time; provided,
however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New
York time) on the third Business Day following the receipt by the Account Party
of notice to the respective Account Party by the Administrative Agent or the
respective Issuing


                                      -28-



Lender of such payment or disbursement (or, if sooner, from the date of
occurrence of a Default or an Event of Default under Section 10.05), interest
shall thereafter accrue on the amounts so paid or disbursed by such Issuing
Lender (and until reimbursed by the respective Account Party) at a rate per
annum which is 2% in excess of the rate otherwise applicable to the respective
Unpaid Drawing as provided above, with all such interest payable pursuant to
this Section 2A.05 to be payable on demand. The respective Issuing Lender shall
give the respective Account Party prompt notice of each Drawing under any Letter
of Credit, provided that the failure to give, or any delay in giving, any such
notice shall in no way affect, impair or diminish the respective Account Party's
obligations under this Agreement. The obligations of the respective Account
Party to repay Unpaid Drawings as required above shall not be reduced, or
satisfied, in any respect by payments made to the Issuing Lender with any
amounts on deposit in the Credit-Linked Deposit Account or as otherwise provided
in Section 2A.04(c).

          (b) The obligations of the U.S. Borrower (with respect to U.S.
Borrower Letters of Credit) and the obligations of the Bermuda Borrower (with
respect to Bermuda Borrower Letters of Credit) under this Section 2A.05 to
reimburse the respective Issuing Lender with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the respective Account Party may have or have had
against any Lender (including in its capacity as Issuing Lender or as L/C
Participant), including, without limitation, any defense based upon the failure
of any drawing under a Letter of Credit (each, a "Drawing") to conform to the
terms of such Letter of Credit or any non-application or misapplication by the
beneficiary of the proceeds of such Drawing, the respective Issuing Lender's
only obligation to the respective Account Party being to confirm that any
documents required to be delivered under such Letter of Credit appear to have
been delivered and that they appear to substantially comply on their face with
requirements of such Letter of Credit; provided, however, that no Account Party
shall be obligated to reimburse any Issuing Lender for any wrongful payment made
by such Issuing Lender under a Letter of Credit issued by it as a result of
deliberate acts or omissions constituting willful misconduct or gross negligence
on the part of such Issuing Lender (as determined by a court of competent
jurisdiction in a final and non-appealable decision). Any action taken or
omitted to be taken by any Issuing Lender under or in connection with any Letter
of Credit shall not create for such Issuing Lender any resulting liability to
any Account Party unless such action is taken or admitted to be taken with gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

               2A.06 Increased Costs. If after the Restatement Effective Date,
the Deposit Bank, any Issuing Lender or any L/C Participant determines in good
faith that the adoption or effectiveness after the Restatement Effective Date of
any applicable law, rule or regulation, order, guideline or request or any
change therein, or any change after the Restatement Effective Date in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Issuing Lender or any L/C Participant with any
request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency shall either (i) impose, modify or
make applicable any reserve, deposit, capital adequacy or similar requirement
against Letters of Credit issued by such Issuing Lender or such L/C
Participant's participation therein, or (ii) impose on the Deposit Bank, any
Issuing Lender or any L/C Participant any other


                                      -29-



conditions directly or indirectly affecting this Agreement, the Credit-Linked
Deposits, any Letter of Credit or such L/C Participant's participation therein;
and the result of any of the foregoing is to increase the cost to the Deposit
Bank, such Issuing Lender or such L/C Participant of issuing, maintaining or
participating in the Credit-Linked Deposits or any Letter of Credit, or to
reduce the amount of any sum received or receivable by the Deposit Bank, such
Issuing Lender or such L/C Participant hereunder or under the other Credit
Documents or reduce the rate of return on its capital with respect to
Credit-Linked Deposits or Letters of Credit, then, upon written demand to the
U.S. Borrower or the Bermuda Borrower, as the case may be, by the Deposit Bank,
such Issuing Lender or such L/C Participant (a copy of which notice shall be
sent by the Deposit Bank, such Issuing Lender or such L/C Participant to the
Administrative Agent), accompanied by the certificate described in the last
sentence of this Section 2A.06, the respective Account Party shall pay to the
Deposit Bank, such Issuing Lender or such L/C Participant for such increased
cost or reduction. A certificate submitted to the relevant Borrower by the
Deposit Bank, such Issuing Lender or such L/C Participant, as the case may be (a
copy of which certificate shall be sent by the Deposit Bank, such Issuing Lender
or such L/C Participant to the Administrative Agent), setting forth in
reasonable detail the basis for the determination of such additional amount or
amounts necessary to compensate the Deposit Bank, such Issuing Lender or such
L/C Participant as aforesaid shall be final and conclusive and binding on such
Account Party absent manifest error, although the failure to deliver any such
certificate shall not release or diminish such Account Party's obligations to
pay additional amounts pursuant to this Section 2A.06 upon subsequent receipt of
such certificate.

          Section 2B. Bank Guaranties.

               2B.01 Bank Guaranties. (a) Subject to and upon the terms and
conditions herein set forth, a Borrower may request a Bank Guaranty Issuer, at
any time and from time to time on and after the Restatement Effective Date and
prior to the tenth Business Day preceding the CL Maturity Date, to issue, for
the account of the U.S. Borrower (in the case of requests made by it) or the
account of the Bermuda Borrower (in the case of requests made by it) and for the
benefit of any holder (or any trustee, agent or other similar representative for
any such holders) of B/G Supportable Indebtedness of the respective Account
Party or any of its or their Wholly-Owned Subsidiaries, a bank guaranty in a
form customarily used by such Bank Guaranty Issuer or in such other form as has
been approved by such Bank Guaranty Issuer (each such bank guaranty, a "Bank
Guaranty" and collectively, the "Bank Guaranties") in support of such B/G
Supportable Indebtedness (it being understood and agreed that (i) the form of
Bank Guaranties shall be subject to the respective Bank Guaranty Issuer's
internal policies and procedures for the issuance of bank guaranties and to
applicable local law restrictions and regulations and (ii) each Bank Guaranty
Issuer may request the respective Account Party to accept such Bank Guaranty
Issuer's general business conditions specifically applicable to its bank
guaranty business prior to the issuance of any Bank Guaranty). Each Bank
Guaranty shall constitute a utilization of the Credit-Linked Commitments and
shall, subject to the provisions of Section 1.14 if a Sharing Event occurs, be
participated in (as more fully described in following Section 2B.04(a)) by the
CL Lenders in accordance with their respective CL Percentages. All Bank
Guaranties shall be denominated in Dollars or an Alternative Currency and shall
expressly provide the maximum amount that may be paid thereunder. Each Bank
Guaranty shall constitute either a U.S. Borrower Bank Guaranty or a Bermuda
Borrower Bank Guaranty. The Bermuda Borrower shall


                                      -30-



have no liability with respect to any U.S. Borrower Bank Guaranty which may be
issued to the U.S. Borrower.

          (b) Subject to and upon the terms and conditions set forth herein,
each Bank Guaranty Issuer hereby agrees (subject to Section 2C.03, to the extent
applicable in the case of Non-Dollar Denominated Bank Guaranties) that it will,
at any time and from time to time on and after the Restatement Effective Date
and prior to the tenth Business Day preceding the CL Maturity Date, following
its receipt of the respective Bank Guaranty Request, issue for the account of
the respective Account Party one or more Bank Guaranties, in support of such B/G
Supportable Indebtedness as is permitted to remain outstanding without giving
rise to a Default or Event of Default hereunder; provided that the respective
Bank Guaranty Issuer shall be under no obligation to issue any Bank Guaranty if
at the time of such issuance:

          (i) any order, judgment or decree of any governmental authority or
     arbitrator shall purport by its terms to enjoin or restrain such Bank
     Guaranty Issuer from issuing such Bank Guaranty or any requirement of law
     applicable to such Bank Guaranty Issuer or any request or directive
     (whether or not having the force of law) from any governmental authority
     with jurisdiction over such Bank Guaranty Issuer shall prohibit, or request
     that such Bank Guaranty Issuer refrain from, the issuance of bank
     guaranties generally or such Bank Guaranty in particular or shall impose
     upon such Bank Guaranty Issuer with respect to such Bank Guaranty any
     restriction or reserve or capital requirement (for which such Bank Guaranty
     Issuer is not otherwise compensated) not in effect on the Restatement
     Effective Date, or any unreimbursed loss, cost or expense which was not
     applicable, in effect or known to such Bank Guaranty Issuer as of the
     Restatement Effective Date and which such Bank Guaranty Issuer in good
     faith deems material to it; or

          (ii) such Bank Guaranty Issuer, prior to the issuance of such Bank
     Guaranty, shall have received written notice from any Credit Agreement
     Party or the Required Lenders prior to the issuance of such Bank Guaranty
     of the type described in clause (v) of Section 2B.01(c) or the last
     sentence of Section 2B.03(b).

          (c) Notwithstanding the foregoing, (i) no Bank Guaranty shall be
issued at any time when the Aggregate CL Exposure exceeds (or would after giving
effect to such issuance exceed) either (x) the Total Credit-Linked Commitment at
such time or (y) the aggregate amount of the Credit-Linked Deposits in the
Credit-Linked Deposit Account at such time, and (ii) each Bank Guaranty shall by
its terms terminate on or before the date which occurs 12 months after the date
of the issuance thereof (although any such Bank Guaranty may be extendable for
successive periods of up to 12 months, but not beyond the tenth Business Day
preceding the CL Maturity Date, on terms acceptable to the Bank Guaranty Issuer
thereof), provided, however, that a Bank Guaranty shall not be required to
terminate by its terms on or before the twelve month anniversary of the date of
issuance thereof if the respective Account Party reasonably determines that the
intended beneficiary of such Bank Guaranty will not permit same to terminate as
otherwise provided above, (iii) no Bank Guaranty shall have an expiry date
occurring later than the tenth Business Day preceding the CL Maturity Date,
provided, however, that a Bank Guaranty shall not be required to have an expiry
date as otherwise required above if the respective Account Party reasonably
determines that the beneficiary of such Bank Guaranty


                                      -31-



will not accept a Bank Guaranty with an expiry date, (iv) each Bank Guaranty
shall be denominated in Dollars or an Alternative Currency and (v) no Bank
Guaranty Issuer will issue any Bank Guaranty after it has received written
notice from any Credit Agreement Party or the Required Lenders stating that a
Default or an Event of Default exists until such time as such Bank Guaranty
Issuer shall have received a written notice of (x) rescission of such notice
from the party or parties originally delivering the same or (y) a waiver of such
Default or Event of Default by the Required Lenders.

          (d) Part B of Schedule XI hereto contains a description of certain
bank guaranties issued (or deemed issued) pursuant to the Original Credit
Agreement and outstanding on the Restatement Effective Date (and setting forth,
with respect to each such bank guaranty, (i) the name of the bank guaranty
issuer, (ii) the face amount (including the currency in which such bank guaranty
is denominated, which shall be Dollars or an Alternative Currency), (iii) the
name of the beneficiary, and (iv) the expiry date (if any)). Each such bank
guaranty, including any extension or renewal thereof (each, as amended from time
to time in accordance with the terms thereof and hereof, an "Existing Bank
Guaranty"), shall constitute either a "Bermuda Borrower Bank Guaranty" or a
"U.S. Borrower Bank Guaranty" (as set forth on Part B of Schedule XI) for all
purposes of this Agreement and issued, for purposes of Section 2B.04(a), on the
Restatement Effective Date. Any Lender hereunder (and any of such Lender's
Affiliates and/or branches) which has issued an Existing Bank Guaranty shall
constitute a "Bank Guaranty Issuer" for all purposes of this Agreement.

               2B.02 Minimum Face Amount. The Face Amount of each Bank Guaranty
upon issuance shall be not less than (x) in the case of a Dollar Denominated
Bank Guaranty, $250,000, (y) in the case of a Euro Denominated Bank Guaranty,
E150,000 and (z) in the case of a Sterling Denominated Bank Guaranty, L150,000,
or in each case such lesser amount as is acceptable to the respective Bank
Guaranty Issuer.

               2B.03 Bank Guaranty Requests. (a) Whenever an Account Party
desires that a Bank Guaranty be issued for its account, such Account Party shall
give the Administrative Agent (at the appropriate Notice Office) and the
respective Bank Guaranty Issuer at least 3 Business Days' (or such shorter
period as is acceptable to such Bank Guaranty Issuer in any given case) written
notice prior to the proposed date of issuance (which shall be a Business Day).
Each notice shall be in the form of Exhibit C-2 (each, a "Bank Guaranty
Request"), including, without limitation, whether the requested Bank Guaranty
shall constitute a U.S. Borrower Bank Guaranty or a Bermuda Borrower Bank
Guaranty and, by specifying the Available Currency in which the requested Bank
Guaranty is to be denominated. Each Bank Guaranty Request shall include any
other documents as such Bank Guaranty Issuer customarily requires in connection
therewith.

          (b) The making of each Bank Guaranty Request shall be deemed to be a
representation and warranty by the U.S. Borrower or the Bermuda Borrower, as the
case may be, that such Bank Guaranty may be issued in accordance with, and will
not violate the requirements of, Section 2B.01(c). Unless the respective Bank
Guaranty Issuer has received notice from the Required Lenders before it issues a
Bank Guaranty that one or more of the applicable conditions specified in Section
5 or 6, as the case may be, are not then satisfied, or that the issuance of such
Bank Guaranty would violate Section 2B.01(c), then such Bank Guaranty Issuer may
issue the


                                      -32-



requested Bank Guaranty for the account of the respective Account Party in
accordance with such Bank Guaranty Issuer's usual and customary practices.

               2B.04 Bank Guaranty Participations. (a) Immediately upon the
issuance by any Bank Guaranty Issuer of any Bank Guaranty, but subject to
Section 2C.03 to the extent applicable in the case of Non-Dollar Denominated
Bank Guaranties, such Bank Guaranty Issuer shall be deemed to have sold and
transferred to each CL Lender (each such Lender with respect to any Bank
Guaranty, in its capacity under this Section 2B.04, a "B/G Participant"), and
each such B/G Participant shall be deemed irrevocably and unconditionally to
have purchased and received from such Bank Guaranty Issuer, without recourse or
warranty, an undivided interest and participation (each a "B/G Participation"),
in a percentage equal to such B/G Participant's CL Percentage in such Bank
Guaranty, each Bank Guaranty Payment made thereunder and the obligations of the
respective Account Party under this Agreement with respect thereto (although CL
Facility Fees shall be payable directly to the Administrative Agent for the
account of the CL Lenders as provided in Section 3.01(a) and the B/G
Participants shall have no right to receive any portion of any Fronting Fees or
any administration fees with respect to any such Bank Guaranties) and any
security therefor or guaranty pertaining thereto. Upon any change in the
Credit-Linked Commitments and, as a result thereof the CL Percentages, of the CL
Lenders pursuant to Section 1.13 or 13.04, it is hereby agreed that, with
respect to all outstanding Bank Guaranties and Unreimbursed Payments relating
thereto, there shall be an automatic adjustment to the participations pursuant
to this Section 2B.04 to reflect the new CL Percentages of the CL Lenders. With
respect to each Bank Guaranty from time to time outstanding, all calculations of
the percentage participations therein of the various CL Lenders shall be made
from time to time by the Administrative Agent, which calculations shall be
conclusive absent manifest error. Furthermore, upon the occurrence of a Sharing
Event and as more fully set forth in Section 1.14, additional sub-participations
may be required to be granted by the various CL Lenders in their participations
in outstanding Bank Guaranties, in each case in accordance with, and subject to
the provisions of, Section 1.14.

          (b) In determining whether to pay under any Bank Guaranty, the
respective Bank Guaranty Issuer shall have no obligation relative to the other
Lenders other than to confirm that any documents required to be delivered under
such Bank Guaranty appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Bank Guaranty.
Any action taken or omitted to be taken by any Bank Guaranty Issuer under or in
connection with any Bank Guaranty issued by it if taken or omitted in the
absence of gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision), shall not create
for such Bank Guaranty Issuer any resulting liability to the respective Account
Party or any Lender.

          (c) In the event that any Bank Guaranty Issuer makes any payment or
disbursement under any Bank Guaranty issued by it and the respective Account
Party shall not have reimbursed such amount in full to such Bank Guaranty Issuer
pursuant to Section 2B.05(a) by the date required by said Section 2B.05(a) for
such reimbursement, such Bank Guaranty Issuer shall promptly notify the
Administrative Agent, which shall promptly notify each B/G Participant therein
and the Deposit Bank of such failure, and each CL Lender (including in its
capacity as a B/G Participant) hereby irrevocably authorizes the Deposit Bank
(and the Deposit Bank hereby agrees) to reimburse such Bank Guaranty Issuer for
such amount in Dollars (or, to


                                      -33-



the extent that the respective Unreimbursed Payment is in an Alternative
Currency, in an amount equal to the Dollar Equivalent thereof, as determined by
the Administrative Agent on the date on which such payment or disbursement was
made under the respective Bank Guaranty) solely from such B/G Participant's CL
Percentage of the Credit-Linked Deposits on deposit with the Deposit Bank in the
Credit-Linked Deposit Account, in which case the Total Credit-Linked Commitment
shall be reduced by the amount so applied (with a corresponding reduction in the
Credit-Linked Commitment of each CL Lender equal to such CL Lender's CL
Percentage of such aggregate amount so applied); provided that any portion of
the Unreimbursed Payments with respect to a Non-Dollar Denominated Bank Guaranty
which, because of currency fluctuations, represents amounts in excess of the
Total Credit-Linked Deposits, as more fully described in Section 2C.03, shall
not be reimbursed from Credit-Linked Deposits but shall instead be immediately
repaid by the respective Account Party. Furthermore, if any Specified Default or
any Event of Default then exists, the respective Bank Guaranty Issuer may, with
respect to any payment or disbursement made by it under any Bank Guaranty,
request of the Deposit Bank, in which case each CL Lender hereby irrevocably
authorizes the Deposit Bank (and the Deposit Bank hereby agrees), to reimburse
the Bank Guaranty, solely from such CL Lender's CL Percentage of the
Credit-Linked Deposits on deposit in the Credit-Linked Deposit Account with the
Deposit Bank for any Bank Guaranty Payment made by such Bank Guaranty Issuer
under such Bank Guaranty, as provided in the immediately preceding sentence
(notwithstanding the date of reimbursement of any such Bank Guaranty Payment by
the date required by Section 2B.05(a)), in which case the Total Credit-Linked
Commitment shall be reduced by the amount so applied as otherwise provided in
the immediately preceding sentence, and any amounts actually received pursuant
to Section 2B.05(a) shall be applied to reimburse B/G Participants as provided
in following Section 2B.04(d)

          (d) Whenever any Bank Guaranty Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Bank Guaranty Issuer any payments from the B/G Participants
(or from the Deposit Bank on their behalf) pursuant to Section 2B.04(c) above,
such Bank Guaranty Issuer shall, after paying itself any amounts owing to it as
described in Section 2C.03 in the case of payments received with respect to
Non-Dollar Denominated Bank Guaranties, pay (in same day funds in Dollars) to
the Administrative Agent (and the Administrative Agent shall promptly pay (in
same day funds in Dollars) each B/G Participant which has paid its CL Percentage
thereof), an amount equal to such B/G Participant's share (based on the
proportionate aggregate amount funded by such B/G Participant to the aggregate
amount funded by all B/G Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.

          (e) Each Bank Guaranty Issuer shall, promptly after the issuance of,
or amendment or modification to, a Bank Guaranty, give the Administrative Agent
and the respective Account Party written notice of such issuance, amendment or
modification, as the case may be, and such notice shall be accompanied by a copy
of such Bank Guaranty, such amendment or such modification, as the case may be.
Promptly upon receipt of such notice, the Administrative Agent shall notify each
B/G Participant, in writing, of such issuance, amendment or modification and if
any B/G Participant shall so request, the Administrative Agent shall furnish
said B/G Participant with a copy of such Bank Guaranty, such amendment or such
modification, as the case may be.


                                      -34-



          (f) Each Bank Guaranty Issuer (other than DBAG) shall deliver to the
Administrative Agent and the Deposit Bank, promptly on the first Business Day of
each week, by facsimile transmission, the aggregate daily Face Amount available
to be drawn under each outstanding Bank Guaranty issued by such Bank Guaranty
Issuer for the previous week.

          (g) The obligations of the B/G Participants to make payments to the
Administrative Agent for the account of the respective Bank Guaranty Issuer with
respect to Bank Guaranties issued by it shall be irrevocable and not subject to
counterclaim, set-off or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

          (i) any lack of validity or enforceability of this Agreement or any of
     the Credit Documents;

          (ii) the existence of any claim, setoff, defense or other right which
     any Credit Party or any of its Subsidiaries may have at any time against a
     beneficiary named in a Bank Guaranty, any transferee of any Bank Guaranty
     (or any Person for whom any such transferee may be acting), any Agent, any
     Lender, any Bank Guaranty Issuer, any B/G Participant, or any other Person,
     whether in connection with this Agreement, any Bank Guaranty, the
     transactions contemplated herein or any unrelated transactions (including
     any underlying transaction between any Credit Party or any of its
     Subsidiaries and the beneficiary named in any such Bank Guaranty);

          (iii) any draft, certificate or any other document presented under any
     Bank Guaranty proving to be forged, fraudulent, invalid or insufficient in
     any respect or any statement therein being untrue or inaccurate in any
     respect;

          (iv) the surrender or impairment of any security for the performance
     or observance of any of the terms of any of the Credit Documents; or

          (v) the occurrence of any Default or Event of Default;

provided that the B/G Participants shall not be obligated to reimburse such Bank
Guaranty Issuer for any wrongful payment made by such Bank Guaranty Issuer under
a Bank Guaranty issued by it as a result of deliberate acts or omissions
constituting willful misconduct or gross negligence on the part of such Bank
Guaranty Issuer (as determined by a court of competent jurisdiction in a final
and non-appealable decision). Any action taken or omitted to be taken by any
Bank Guaranty Issuer under or in connection with any Bank Guaranty shall not
create for such Bank Guaranty Issuer any resulting liability to the B/G
Participants or any other Person unless such action is taken or omitted to be
taken with gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision).

               2B.05 Agreement to Repay Bank Guaranty Payments. (a) The U.S.
Borrower hereby agrees (in the case of U.S. Borrower Bank Guaranties) and the
Bermuda Borrower hereby agrees (in the case of Bermuda Borrower Bank Guaranties)
to reimburse the respective Bank Guaranty Issuer, by making payment in Dollars
(if the respective Bank Guaranty is denominated in an Alternative Currency, in
an amount equal to the Dollar Equivalent of the


                                      -35-



respective payment or disbursement, as determined by the Administrative Agent on
the date of such payment or disbursement) to the Administrative Agent in
immediately available funds at the Payment Office (or by making the payment
directly to such Bank Guaranty Issuer at such location as may otherwise have
been agreed upon by the respective Account Party and such Bank Guaranty Issuer),
for any payment or disbursement (in the case of any such payment or disbursement
under any Non-Dollar Denominated Bank Guaranty, taking the Dollar Equivalent, as
determined by the Administrative Agent, of the amount of the respective payment
or disbursement on the date upon which the respective payment or disbursement is
made) made by such Bank Guaranty Issuer under any Bank Guaranty issued by it
(each such amount so paid until reimbursed, an "Unreimbursed Payment"), not
later than the third Business Day after the Administrative Agent or the Bank
Guaranty Issuer notifies the respective Account Party of such payment or
disbursement (provided that no such notice shall be required to be given if a
Default or an Event of Default under Section 10.05 shall have occurred and be
continuing, in which case all such Unreimbursed Payments shall be due and
payable immediately without presentment, demand, protest or notice of any kind
(all of which are hereby waived by the respective Account Party)), with interest
on the amount so paid or disbursed by such Bank Guaranty Issuer, to the extent
not reimbursed prior to 1:00 P.M. (New York time), on the date of such payment
or disbursement, from and including the date paid or disbursed to but excluding
the date such Bank Guaranty Issuer is reimbursed by the respective Account Party
therefor at a rate per annum which shall be equal to Base Rate in effect from
time to time plus the Applicable Margin for Tranche B Term Loans maintained as
Base Rate Loans, as in effect from time to time; provided, however, to the
extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the
third Business Day following the receipt by an Account Party of notice of such
payment or disbursement (or, if sooner, from the date of occurrence of a Default
or an Event of Default under Section 10.05, interest shall thereafter accrue on
the amounts so paid or disbursed by such Bank Guaranty Issuer (and until
reimbursed by the respective Account Party) at a rate per annum which is 2% in
excess of the rate otherwise applicable to the respective Unreimbursed Payment
as provided above, with all such interest payable pursuant to this Section 2B.05
to be payable on demand. The respective Bank Guaranty Issuer shall give the
respective Account Party prompt notice of each Bank Guaranty Payment under any
Bank Guaranty, provided that the failure to give, or any delay in giving, any
such notice shall in no way affect, impair or diminish the respective Account
Party's obligations under this Agreement. The obligations of the respective
Account Party to repay Unreimbursed Payments as required above shall not be
reduced, or satisfied, in any respect by payments made to the Issuing Lender
with any amounts on deposit in the Credit-Linked Deposit Account or as otherwise
provided in Section 2B.04(c).

          (b) The obligations of the U.S. Borrower (with respect to U.S.
Borrower Bank Guaranties) and the Bermuda Borrower (with respect to Bermuda
Borrower Bank Guaranties) under this Section 2B.05 to reimburse the respective
Bank Guaranty Issuer with respect to Unreimbursed Payments (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the respective Account Party may have or have had against any Lender
(including in its capacity as Bank Guaranty Issuer or as B/G Participant),
including, without limitation, any defense based upon the failure of any payment
under a Bank Guaranty (each, a "Bank Guaranty Payment") to conform to the terms
of such Bank Guaranty or any nonapplication or misapplication by the beneficiary
of the proceeds of such Bank Guaranty Payment, the respective Bank Guaranty
Issuer's only obligation to the respective Account Party


                                      -36-



being to confirm that any documents required to be delivered under such Bank
Guaranty appear to have been delivered and that they appear to substantially
comply on their face with requirements of such Bank Guaranty; provided, however,
that no Account Party shall be obligated to reimburse any Bank Guaranty Issuer
for any wrongful payment made by such Bank Guaranty Issuer under a Bank Guaranty
issued by it as a result of deliberate acts or omissions constituting willful
misconduct or gross negligence on the part of such Bank Guaranty Issuer (as
determined by a court of competent jurisdiction in a final and non-appealable
decision). Any action taken or omitted to be taken by any Bank Guaranty Issuer
under or in connection with any Bank Guaranty shall not create for such Bank
Guaranty Issuer any resulting liability to any Account Party unless such action
is taken or admitted to be taken with gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).

               2B.06 Increased Costs. If after the Restatement Effective Date,
the Deposit Bank, any Bank Guaranty Issuer or any B/G Participant determines in
good faith that the adoption or effectiveness after the Restatement Effective
Date of any applicable law, rule or regulation, order, guideline or request or
any change therein, or any change after the Restatement Effective Date in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by the Deposit Bank, any Bank Guaranty Issuer or any B/G
Participant with any request or directive (whether or not having the force of
law) by any such authority, central bank or comparable agency shall either (i)
impose, modify or make applicable any reserve, deposit, capital adequacy or
similar requirement against Bank Guaranties issued by such Bank Guaranty Issuer
or such B/G Participant's participation therein, or (ii) impose on the Deposit
Bank, any Bank Guaranty Issuer or any B/G Participant any other conditions
directly or indirectly affecting this Agreement, the Credit-Linked Deposits, any
Bank Guaranty or such B/G Participant's participation therein; and the result of
any of the foregoing is to increase the cost to the Deposit Bank, such Bank
Guaranty Issuer or such B/G Participant of issuing, maintaining or participating
in the Credit-Linked Deposits, any Bank Guaranty, or to reduce the amount of any
sum received or receivable by the Deposit Bank, such Bank Guaranty Issuer or
such B/G Participant hereunder or under the other Credit Documents or reduce the
rate of return on its capital with respect to Bank Guaranties, then, upon
written demand to the U.S. Borrower or the Bermuda Borrower, as the case may be,
by the Deposit Bank, such Bank Guaranty Issuer or such B/G Participant (a copy
of which notice shall be sent by the Deposit Bank, such Bank Guaranty Issuer or
such B/G Participant to the Administrative Agent), accompanied by the
certificate described in the last sentence of this Section 2B.06, the respective
Account Party shall pay to the Deposit Bank, such Bank Guaranty Issuer or such
B/G Participant for such increased cost or reduction. A certificate submitted to
the relevant Account Party by the Deposit Bank, such Bank Guaranty Issuer or
such B/G Participant, as the case may be (a copy of which certificate shall be
sent by the Deposit Bank, such Bank Guaranty Issuer or such B/G Participant to
the Administrative Agent), setting forth in reasonable detail the basis for the
determination of such additional amount or amounts necessary to compensate the
Deposit Bank, such Bank Guaranty Issuer or such B/G Participant as aforesaid
shall be final and conclusive and binding on such Account Party absent manifest
error, although the failure to deliver any such certificate shall not release or
diminish such Account Party's obligations to pay additional amounts pursuant to
this Section 2B.06 upon subsequent receipt of such certificate.


                                      -37-



               2B.07 Cash Collateralization. No later than the date occurring
ten Business Days prior to the CL Maturity Date, the U.S. Borrower or the
Bermuda Borrower, as the case may be, shall either (i) terminate each Bank
Guaranty issued to it without an expiry date (and cause each such terminated
Bank Guaranty to be surrendered for termination to the respective Bank Guaranty
Issuer) or (ii) enter into cash collateral arrangements with each Bank Guaranty
Issuer which shall have issued a Bank Guaranty to it without an expiry date on
terms satisfactory to such Bank Guaranty Issuer and the Administrative Agent,
with the U.S. Borrower or the Bermuda Borrower, as the case may be, depositing
cash and/or Cash Equivalents (in the respective currency or currencies of the
respective Bank Guaranties, and in such amounts as will fully cash collateralize
the maximum future payments that could be made under the respective Bank
Guaranties) pursuant to such cash collateral arrangements to be held as security
for all Bank Guaranty Outstandings of the U.S. Borrower or the Bermuda Borrower,
as the case may be, in respect of such Bank Guaranties. If (and only if) all
actions required above are taken to the satisfaction of the relevant Bank
Guaranty Issuers and the Administrative Agent, the Aggregate CL Exposure
attributable to the Bank Guaranties so fully cash collateralized shall be deemed
to be $0 (including for purposes of Section 2C.04(a); provided that unless and
until such actions are taken the full amount of Bank Guaranty Outstandings
relating thereto shall be included in determining the Aggregate CL Exposure
(including for purposes of Section 2C.04(a)).

          Section 2C. Special Provisions.

               2C.01 Credit-Linked Deposit Account. (a) On the Restatement
Effective Date and subject to the satisfaction of the conditions precedent set
forth in Sections 5 and 6, each CL Lender on such date shall pay to the Deposit
Bank such CL Lender's Credit-Linked Deposit. The Credit-Linked Deposits shall be
held by the Deposit Bank in (or credited to) the Credit-Linked Deposit Account,
and no Person other than the Deposit Bank shall have a right of withdrawal from
the Credit-Linked Deposit Account or any other right or power with respect to
the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the
funding obligation of each CL Lender in respect of its participation in CL
Credit Events shall be satisfied in full upon the funding in full of its
Credit-Linked Deposit.

          (b) Each of the Deposit Bank, the Administrative Agent, each Issuing
Lender, each Bank Guaranty Issuer and each CL Lender hereby acknowledges and
agrees that (i) each CL Lender is funding its Credit-Linked Deposit to the
Deposit Bank for application in the manner contemplated by Sections 2A.04 and
2B.04, (ii) the Deposit Bank may invest the Credit-Linked Deposits in such
investments as may be determined from time to time by the Deposit Bank and (iii)
the Deposit Bank has agreed to pay to the Administrative Agent, who shall in
turn pay to each CL Lender, a return on its Credit-Linked Deposit (except (x)
during periods when such Credit-Linked Deposits are used to reimburse an Issuing
Lender or a Bank Guaranty Issuer, as the case may be, with respect to payments
and disbursements on Letters of Credit and/or Bank Guaranties or (y) as
otherwise provided in Sections 2C.01(d) and 2C.01(e)) for each CL Lender equal
at any time to the LIBOR Rate for the Interest Period in effect for the
Credit-Linked Deposits at such time less the Credit-Linked Deposit Cost Amount
at such time. Such interest will be paid to the CL Lenders (solely from amounts
received by it from the Deposit Bank) at the LIBOR Rate for an Interest Period
of one month (or at an amount determined in accordance with


                                      -38-



Sections 2C.01(d) or 2C.01(e), as applicable) less, in each case, the
Credit-Linked Deposit Cost Amount in arrears on each CL Interest Payment Date.

          (c) The U.S. Borrower, the Bermuda Borrower or any other Credit Party
shall not have (x) any right, title or interest in or to the Credit-Linked
Deposit Account or the Credit-Linked Deposits and/or (y) any obligations with
respect thereto (except to refund portions thereof used to reimburse (I) an
Issuing Lender with respect to payments or disbursements on Letters of Credit as
provided in Section 2A.04 and/or (II) a Bank Guaranty Issuer with respect to
payments or disbursements on Bank Guaranties as provided in Section 2B.04), it
being acknowledged and agreed by the parties hereto that the funding of the
Credit-Linked Deposits by the CL Lenders to the Deposit Bank for deposit in the
Credit-Linked Deposit Account and the application of the Credit-Linked Deposits
in the manner contemplated by Sections 2A.04 and 2B.04 constitute agreements
among the Deposit Bank, the Administrative Agent, each Issuing Lender, each Bank
Guaranty Issuer and each CL Lender with respect to the L/C Participations in the
Letters of Credit and the B/G Participations in the Bank Guaranties and do not
constitute any loan or extension of credit to the U.S. Borrower, the Bermuda
Borrower or any other Credit Party.

          (d) If the Deposit Bank is not offering Dollar deposits (in the
applicable amounts) in the applicable Eurodollar interbank market, or the
Deposit Bank determines that adequate and fair means do not otherwise exist for
ascertaining the LIBOR Rate for the Credit-Linked Deposits (or any part
thereof), then the Credit-Linked Deposits (or such parts, as applicable) shall
be invested so as to earn a return equal to the greater of (x) the Federal Funds
Rate and (y) a rate determined by the Deposit Bank in accordance with banking
industry rules on interbank compensation.

          (e) If any (x) payment or disbursement under a Letter of Credit that
has been funded by the CL Lenders from the Credit-Linked Deposits as provided in
Section 2A.04(c) or (y) payment or disbursement under a Bank Guaranty that has
been funded by the CL Lenders from the Credit-Linked Deposits as provided in
Section 2B.04(c) shall, in either case, be reimbursed by the applicable Account
Party (or another Person on its behalf) on a day other than on the last day of
an Interest Period or Scheduled Investment Termination Date applicable to the
Credit-Linked Deposits, the Administrative Agent shall, upon receipt thereof,
pay over such amounts to the Deposit Bank which, in turn, will invest the amount
so reimbursed in overnight or short-term cash equivalent investments until the
end of the Interest Period or Scheduled Investment Termination Date at the time
in effect and the respective Account Party shall pay to the Deposit Bank, upon
the Deposit Bank's request therefor (provided that if an Event of Default
specified in Section 10.05 shall occur with respect to either Borrower, the
result which would occur upon the giving of such request by the Deposit Bank
shall occur automatically without the giving of any such request), the amount,
if any, by which the interest accrued on a like amount of the Credit-Linked
Deposits at the LIBOR Rate for the Interest Period in effect therefor shall
exceed the interest earned through the investment of the amount so reimbursed
for the period from the date of such repayment or reimbursement through the end
of the applicable Interest Period, as determined by the Deposit Bank (such
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto) and set forth in the request for payment delivered to the
respective Account Party. In the event that the respective Account Party shall
fail to pay any amount due under this Section 2C.01(e), the interest payable by
the Deposit Bank


                                      -39-



to the CL Lenders on their Credit-Linked Deposits under Section 2C.01(b) shall
be correspondingly reduced and the CL Lenders shall, without further act,
succeed, ratably in accordance with their respective CL Percentages, to the
rights of the Deposit Bank with respect to such amount due from the respective
Account Party. All reimbursements of (x) Drawings under Letters of Credit that
have been funded by the CL Lenders from the Credit-Linked Deposits as provided
in Section 2A.04(c) or (y) Bank Guaranty Payments under Bank Guaranties that
have been funded by the CL Lenders from the Credit-Linked Deposits as provided
in Section 2B.04(c), in each case received by the Administrative Agent prior to
the termination of the Total Credit-Linked Commitment, shall be paid over to the
Deposit Bank which will deposit same in the Credit-Linked Deposit Account. The
Account Party shall not have any responsibility or liability to the CL Lenders,
the Administrative Agent, the Issuing Lender or any other Person in respect of
the establishment, maintenance, administration or misappropriation of the
Credit-Linked Deposit Account or with respect to the investment of amounts held
therein; provided, however, that notwithstanding anything to the contrary
contained in this Section 2C.01(e), the Administrative Agent, acting in its
capacity as such, shall be entitled to the indemnities provided elsewhere in
this Agreement.

               2C.02 European Monetary Union. The following provisions of this
Section 2C.02 shall come into effect on and from the date on which the United
Kingdom becomes a Participating Member State. Each obligation under this
Agreement which has been denominated in Sterling shall be redenominated into
Euros in accordance with the relevant EMU Legislation. However, if and to the
extent that the relevant EMU Legislation provides that an amount which is
denominated in Sterling can be paid by the debtor either in Euros or in that
national currency unit, each party to this Agreement shall be entitled to pay or
repay any amount denominated or owing in Sterling hereunder either in Euros or
in Sterling. Without prejudice and in addition to any method of conversion or
rounding prescribed by any relevant EMU Legislation, (i) each reference in this
Agreement to a minimum amount (or an integral multiple thereof) in Sterling
shall be replaced by a reference to such reasonably comparable and convenient
amount (or an integral multiple thereof) in Euros as the Administrative Agent
may from time to time specify and (ii) except as expressly provided in this
Section 2C.02, this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
necessary or appropriate to reflect the introduction of or changeover to Euros
in the United Kingdom, provided that this Section 2C.02 shall not reduce or
increase any actual or contingent liability arising under this Agreement.

               2C.03 Special Provisions Regarding Non-Dollar Denominated Letters
of Credit and Non-Dollar Denominated Bank Guaranties. As an accommodation to
each of the Account Parties, it is understood and agreed that the respective
Issuing Lenders and Bank Guaranty Issuers may, but shall not be obligated to,
issue from time to time Letters of Credit or Bank Guaranties, as the case may
be, denominated in Alternative Currencies, otherwise in accordance with the
relevant provisions of this Section 2. The respective Issuing Lender or Bank
Guaranty Issuer, as the case may be, may, at any time, in its sole discretion,
determine not to issue Letters of Credit or Bank Guaranties, as the case may be,
denominated in any Alternative Currency. If any Non-Dollar Denominated Letters
of Credit and/or Non-Dollar Denominated Bank Guaranties are from time to time
issued, it is understood that the definitions of Stated Amount (in the case of
Non-Dollar Denominated Letters of Credit) and Face Amount (in the case of
Non-Dollar Denominated Bank Guaranties) contained in this Agreement are each,
respectively,


                                      -40-



designed to provide (pursuant to the proviso thereto) a cushion to reduce the
risk that the sum of (x) the aggregate Unpaid Drawings with respect to the
Letters of Credit and (y) the aggregate Unreimbursed Payments with respect to
the Bank Guaranties would ever exceed the aggregate amount of Credit-Linked
Deposits available to repay same. Nonetheless, it is possible, because of
currency fluctuations, that the sum of the aggregate Letter of Credit
Outstandings and Bank Guaranty Outstandings would exceed the amount of
Credit-Linked Deposits from time to time. If that situation ever occurs at any
time, the U.S. Borrower and/or the Bermuda Borrower, as the case may be, shall
immediately make all payments required pursuant to Section 4.02(a). Furthermore,
if a Drawing occurs under any Non-Dollar Denominated Letter of Credit or a Bank
Guaranty Payment occurs under any Non-Dollar Denominated Bank Guaranty at a time
when the sum of the aggregate Letter of Credit Outstandings and Bank Guaranty
Outstandings exceeds the Total Credit-Linked Deposits as a result of currency
fluctuations after the initial issuance of the respective Non-Dollar Denominated
Letter of Credit and/or Non-Dollar Denominated Bank Guaranty, as the case may
be, then, unless the respective Account Party repays such Drawing and/or Bank
Guaranty Payment (or the portion thereof which represents the excess amounts
described above), (x) the respective Issuing Lender shall bear the risk on that
portion of the Unpaid Drawings with respect to such Non-Dollar Denominated
Letter of Credit which represents the excess of the sum of the aggregate Letter
of Credit Outstandings and Bank Guaranty Outstandings over the amount of
Credit-Linked Deposits (but only to the extent caused by currency fluctuations
after the issuance of the respective Non-Dollar Denominated Letter of Credit)
and (y) the respective Bank Guaranty Issuer shall bear the risk on that portion
of the Bank Guaranty Payments with respect to such Non-Dollar Denominated Bank
Guaranties which represents the excess of the sum of the aggregate Letter of
Credit Outstandings and Bank Guaranty Outstandings over the amount of
Credit-Linked Deposits (but only to the extent caused by currency fluctuations
after the issuance of the respective Non-Dollar Denominated Bank Guaranty), and
any payments received by the Issuing Lender or Bank Guaranty Issuer, as the case
may be, (or others on their respective behalf) with respect to such Unpaid
Drawings (and interest thereon, which shall in any event be payable at the rates
specified in Section 2A.05(a)) and/or Unreimbursed Payments (and interest
thereon, which shall in any event be payable at the rates specified in Section
2B.05(a)), shall be retained by the respective Issuing Lender or Bank Guaranty
Issuer, as the case may be, for its own account. Any amounts owing to an Issuing
Lender or Bank Guaranty Issuer as described above in this Section 2C.03 shall be
entitled to elevated priorities with respect to cash collateral as described in
Section 4.02(a) and the enhanced priorities described in Section 7.4 of the U.S.
Security Agreement.

               2C.04 Special Provisions Regarding Return Of Credit-Linked
Deposits. (a) At the time of any termination or reduction of the Total
Credit-Linked Commitment pursuant to Sections 2A.04(c), 2B.04(c), 3.02(b), 3.03
or 10, the Deposit Bank shall return to the Administrative Agent who shall, in
turn, return to the CL Lenders (ratably in accordance with their respective CL
Percentages) their Credit-Linked Deposits (to the extent not theretofore applied
pursuant to Sections 2A.04(c) or 2B.04(c)) in an amount (if any) by which the
aggregate amount of Credit-Linked Deposits at such time exceeds the greater of
(x) the Total Credit-Linked Commitment after giving effect to such reduction or
termination and (y) the Aggregate CL Exposure at such time. If at the time of
any determination pursuant to the immediately preceding sentence the amount
determined pursuant to clause (y) of the preceding sentence exceeded the amount
determined pursuant to clause (x) of the preceding sentence, the Deposit Bank
shall from time to time thereafter, upon the direction of the Administrative
Agent, return to the


                                      -41-



Administrative Agent who shall, in turn, return to the CL Lenders (ratably in
accordance with their CL Percentages) their Credit-Linked Deposits to the extent
that the aggregate amount thereof from time to time exceeds the greater of (x)
the Total Credit-Linked Commitment after giving effect to prior reductions
thereto or terminations thereof and (y) the Aggregate CL Exposure at such time.

          (b) If at any time, and for any reason, any Issuing Bank or Bank
Guaranty Issuer is required to return to the respective Account Party (or any
other Person) or otherwise disgorge amounts in respect of payments previously
received by it from (or on behalf of) any Account Party or other Credit Party in
respect of payments theretofore received by the respective Issuing Bank or Bank
Guaranty Issuer in respect of Drawings or Bank Guaranty Payments, as the case
may be, previously made, then the respective Issuing Bank or Bank Guaranty
Issuer shall be entitled to treat the amounts so returned or disgorged as not
having been paid to it (by the respective Account Party or other Credit Party)
for purposes of this Agreement and shall be entitled to reimbursement as
provided in the relevant provisions of Sections 2A or 2B, as the case may be,
and, without limiting the foregoing, to the extent that Credit-Linked Deposits
have previously been returned to the CL Lenders (in accordance with the
provisions of preceding clause (a) or otherwise), the respective Issuing Bank or
Bank Guaranty Issuer shall be entitled to be indemnified by the CL Lenders for
the amount so returned or disgorged (and the CL Lenders hereby agree to so
indemnify the respective Issuing Bank or Bank Guaranty Issuer); provided that no
CL Lender shall be obligated pursuant to this clause (b) to make payments, in
the aggregate, of amounts in excess of the amount of Credit-Linked Deposits
actually returned to it.

          Section 3. Fees; Commitments.

               3.01 Fees. (a) The Borrowers jointly and severally agree to pay
to the Administrative Agent for distribution to each CL Lender (based on each
such CL Lender's CL Percentage) a fee (the "CL Facility Fee") equal to the sum
of (I) a rate per annum equal to the Applicable Margin for Tranche B Term Loans
maintained as Eurodollar Loans on the Total Credit-Linked Commitment as in
effect from time to time (or, if terminated, on the aggregate amount of the
Credit-Linked Deposits from time to time) and (II) a rate per annum equal to the
Credit-Linked Deposit Cost Amount as in effect from time to time on the amount
of the Total Credit-Linked Commitment as in effect from time to time (or, if
terminated, on the aggregate amount of the Credit-Linked Deposits from time to
time), in each case for the period from and including the Restatement Effective
Date to and including the date on which the Total Credit-Linked Commitment has
been terminated, all remaining Credit-Linked Deposits have been returned to the
CL Lenders or applied to pay amounts owing with respect to Letters of Credit
and/or Bank Guaranties as more fully provided in Sections 2A and 2B hereof, all
Unpaid Drawings and all Unreimbursed Payments (including, in each case, all
accrued and unpaid interest thereon) have been paid in full and all Letters of
Credit and all Bank Guaranties have been terminated. Accrued CL Facility Fees
shall be due and payable quarterly in arrears on each CL Interest Payment Date
and on the first date upon which the Total Credit-Linked Commitment has been
terminated, all remaining Credit-Linked Deposits have been returned to the CL
Lenders or applied to pay amounts owing with respect to Letters of Credit and/or
Bank Guaranties as more fully provided in Sections 2A and 2B hereof, all Unpaid
Drawings and all Unreimbursed Payments (including, in each case, all accrued and
unpaid interest thereon) have been paid in full and all Letters of Credit and
all Bank Guaranties have been terminated.


                                      -42-



          (b) Each Account Party agrees to pay to the respective Issuing Lender,
for its own account, in Dollars, a facing fee in respect of each Letter of
Credit issued for its account hereunder (the "Facing Fee") for the period from
and including the date of issuance or renewal of such Letter of Credit to and
including the termination or expiration of such Letter of Credit, computed at a
rate equal to 1/8 of 1% per annum of the daily Stated Amount of such Letter of
Credit; provided that in no event shall the annual Facing Fee with respect to
any Letter of Credit be less than the Minimum Applicable Facing Fee; it being
agreed that (i) on the date of issuance of any Letter of Credit and on each
anniversary thereof prior to the termination of such Letter of Credit, if the
Minimum Applicable Facing Fee will exceed the amount of Facing Fees that will
accrue with respect to such Letter of Credit for the immediately succeeding
12-month period, the full Minimum Applicable Facing Fee shall be payable on the
date of issuance of such Letter of Credit and on each such anniversary thereof
prior to the termination of such Letter of Credit and (ii) if on the date of the
termination of any Letter of Credit, the Minimum Applicable Facing Fee actually
exceeds the amount of Facing Fees paid or payable with respect to such Letter of
Credit for the period beginning on the date of the issuance thereof (or, if the
respective Letter of Credit has been outstanding for more than one year, the
date of the last anniversary of the issuance thereof occurring prior to the
termination of such Letter of Credit) and ending on the date of the termination
thereof, an amount equal to such excess shall be paid as additional Facing Fees
with respect to such Letter of Credit on the next date upon which Facing Fees
are payable in accordance with the immediately succeeding sentence. Except as
provided in the immediately preceding sentence, accrued Facing Fees shall be due
and payable quarterly in arrears on each CL Interest Payment Date and upon the
first day on or after the termination of the Total Credit-Linked Commitment upon
which no Letters of Credit remain outstanding. Notwithstanding anything to the
contrary contained in this Agreement, to the extent that any Account Party has
paid advance facing fees to any Issuing Lender with respect to any Existing
Letter of Credit pursuant to the Original Credit Agreement, there shall be
credited against the Facing Fees due to such Issuing Lender under this Agreement
the amount of such advance facing fees which related to periods after the
Restatement Effective Date.

          (c) The respective Account Party agrees to pay to the respective
Issuing Lender, in Dollars, for its own account, upon each payment under,
issuance of, or amendment to, any Letter of Credit, such amount as shall at the
time of such event be the administrative charge which such Issuing Lender is
customarily charging for issuances of, payments under or amendments of, Letters
of Credit issued by it.

          (d) Each Account Party agrees to pay to the respective Bank Guaranty
Issuer, for its own account, in Dollars, a fronting fee in respect of each Bank
Guaranty issued to it hereunder (the "Fronting Fee") for the period from and
including the date of issuance or renewal of such Bank Guaranty to and including
the termination or expiration of such Bank Guaranty, computed at a rate equal to
1/8 of 1% per annum of the daily Face Amount of such Bank Guaranty, provided
that in no event shall the annual Fronting Fee with respect to any Bank Guaranty
be less than the Minimum Applicable Fronting Fee; it being agreed that (i) on
the date of issuance of any Bank Guaranty and on each anniversary thereof prior
to the termination of such Bank Guaranty, if the Minimum Applicable Fronting Fee
will exceed the amount of Fronting Fees that will accrue with respect to such
Bank Guaranty for the immediately succeeding 12-month period, the full Minimum
Applicable Fronting Fee shall be payable on the date of issuance of such Bank
Guaranty and on each such anniversary thereof prior to the


                                      -43-



termination of such Bank Guaranty and (ii) if on the date of the termination of
any Bank Guaranty, the Minimum Applicable Fronting Fee actually exceeds the
amount of Fronting Fees paid or payable with respect to such Bank Guaranty for
the period beginning on the date of the issuance thereof (or, if the respective
Bank Guaranty has been outstanding for more than one year, the date of the last
anniversary of the issuance thereof occurring prior to the termination of such
Bank Guaranty) and ending on the date of the termination thereof, an amount
equal to such excess shall be paid as additional Fronting Fees with respect to
such Bank Guaranty on the next date upon which Fronting Fees are payable in
accordance with the immediately succeeding sentence. Except as provided in the
immediately preceding sentence, accrued Fronting Fees shall be due and payable,
quarterly in arrears on each CL Interest Payment Date and upon the first day on
or after the termination of the Total Credit-Linked Commitment upon which no
Bank Guaranties remain outstanding. Notwithstanding anything to the contrary
contained in this Agreement, to the extent that any Account Party has paid
advance fronting fees to any Bank Guaranty Issuer with respect to any Existing
Bank Guaranty pursuant to the Original Credit Agreement, there shall be credited
against the Fronting Fees due to such Bank Guaranty Issuer under this Agreement
the amount of such advance fronting fees which related to periods after the
Restatement Effective Date.

          (e) The respective Account Party agrees to pay to the respective Bank
Guaranty Issuer, in Dollars, for its own account, upon each payment under,
issuance of, or amendment to, any Bank Guaranty, such amount as shall at the
time of such event be the administrative charge which such Bank Guaranty Issuer
is customarily charging for issuances of, payments under or amendments of, Bank
Guaranties issued by it.

          (f) The Borrowers shall pay to the Administrative Agent for
distribution to each Incremental Term Loan Lender such fees and other amounts,
if any, as are specified in the relevant Incremental Term Loan Commitment
Agreement, with the fees and other amounts, if any, to be payable on the
respective Incremental Term Loan Commitment Date.

          (g) Each Borrower agrees to pay to each Agent, for its own account,
such other fees as have been agreed to in writing by such Borrower and the
Agents.

          (h) At the time of the consummation of a Repricing Transaction that is
consummated prior to the first anniversary of the Restatement Effective Date,
the respective Borrower agrees to pay to the Administrative Agent, for the
ratable account of each Lender with outstanding Term Loans and/or Credit-Linked
Deposits of any Tranche subject to such Repricing Transaction (including each
Lender that withholds its consent to such Repricing Transaction and is replaced
or is removed as a Lender under Section 1.13 or 4.01(vi), as the case may be), a
fee equal to 1.0% of (x) in the case of a Repricing Transaction of the type
described in clause (1) of the definition thereof, the aggregate principal
amount of all Term Loans and/or Credit-Linked Deposits, as the case may be,
prepaid (or converted) in connection with such Repricing Transaction and (y) in
the case of a Repricing Transaction of the type described in clause (2) of the
definition thereof, the aggregate principal amount of all Term Loans and/or
Credit-Linked Deposits, as the case may be, outstanding on such date that are
subject to an effective pricing reduction pursuant to such Repricing
Transaction. The fees described above in this Section 3.01(h) shall be due and
payable upon the date of the effectiveness of such Repricing Transaction.


                                      -44-


          (i) All computations of Fees shall be made in accordance with Section
13.07(b).

          3.02 Voluntary Termination or Reduction of Commitments and Adjustments
of Commitments. (a) Upon at least three Business Days' prior notice from an
Authorized Officer of Holdings to the Administrative Agent at its Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Incremental Term Loan Lenders), Holdings and/or the applicable Incremental Term
Loan Borrower shall have the right, at any time and from time to time, without
premium or penalty, to terminate the Total Incremental Term Loan Commitment at
such time, in whole or in part, in aggregate minimum amounts of at least
$1,000,000 in the case of partial reductions, with the amount of each reduction
pursuant to this Section 3.02(a) to apply proportionately and permanently reduce
the Incremental Term Loan Commitments of each Lender with such a Commitment.
Each reduction to the Total Incremental Term Loan Commitment pursuant to this
Section 3.02(a) shall be applied to reduce the then remaining Incremental Term
Loan Scheduled Repayments of the respective Tranche of Incremental Term Loans on
a pro rata basis (based upon the then remaining principal amount of the
Incremental Term Loan Scheduled Repayments of such Tranche after giving effect
to all prior reductions thereto).

          (b) Upon at least three Business Days' prior written notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the CL Lenders), the U.S. Borrower shall have
the right, at any time and from time to time, without premium or penalty, to
terminate the Total Unutilized Credit-Linked Commitment in whole, or reduce it
in part in aggregate minimum amounts of $1,000,000, provided that no such
reduction shall be permitted to be made pursuant to this Section 3.02(b) if the
effect thereof is to cause the Aggregate CL Exposure to exceed the Total
Credit-Linked Commitment after giving effect to the reduction thereto pursuant
to this Section 3.02(b). Each reduction to the Total Credit-Linked Commitment
pursuant to this Section 3.02(b) shall apply to proportionately and permanently
reduce the Credit-Linked Commitment of each CL Lender (based on their respective
CL Percentages). At the time of any termination or reduction of the Total
Credit-Linked Commitment pursuant to this Section 3.02(b), the Administrative
Agent shall request the Deposit Bank to (and the Deposit Bank agrees that it
will) withdraw from the Credit-Linked Deposit Account and to pay same over to
the Administrative Agent, and the Administrative Agent shall return to the CL
Lenders (ratably in accordance with their respective CL Percentages) their
Credit-Linked Deposits in an amount by which the aggregate amount of the
Credit-Linked Deposits at such time exceeds the Total Credit-Linked Commitment
as in effect immediately after giving effect to such termination. Each
termination of all or any portion of the Total Unutilized Credit-Linked
Commitment pursuant to this Section 3.02(b) made prior to the first anniversary
of the Restatement Effective Date in connection with a Repricing Transaction
shall be subject to the payment of the fee described in Section 3.01(h).

          (c) In the event of certain refusals by a Lender as provided in
Section 4.01 or 13.12(b) to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been
approved by the Required Lenders, Holdings may, subject to the applicable
requirements of said Sections 4.01 and/or 13.12(b), upon five Business Days'
prior written notice to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
terminate the Incremental


                                      -45-



Term Loan Commitments, if any, and/or the Credit-Linked Commitment, if any, of
such Lender, so long as (x) all Loans, Unpaid Drawings and Unreimbursed Payments
(to the extent that such Lender's Credit-Linked Commitment is being terminated),
together with accrued and unpaid interest, Fees and all other amounts, owing to
such Lender (excluding amounts owing in respect of Loans of any Tranche
maintained by such Lender which are not being repaid pursuant to Section
13.12(b)) are repaid concurrently with the effectiveness of such termination (at
which time Schedule I shall be deemed modified to reflect such changed amounts)
and (y) after giving effect to such termination (and the adjustments to the CL
Percentages of the remaining Lenders as contemplated below), the Individual CL
Exposure of any remaining CL Lender shall not exceed its Credit-Linked
Commitment. After giving effect to the termination of the Commitments of any
Lender pursuant to the provisions of this Section 3.02(c), unless the respective
Lender continues to have outstanding Term Loans or other Commitments (if any)
hereunder, such Lender shall no longer constitute a "Lender" for purposes of
this Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2A.06, 2B.06, 4.04, 13.01
and 13.06), which shall survive as to such repaid Lender. In cases where the
Credit-Linked Commitments of any Lender are terminated pursuant to this Section
3.02(c), except in cases where the respective Credit-Linked Commitments are
replaced in full, after giving effect to the termination of any such
Credit-Linked Commitments of a given Lender pursuant to this Section 3.02(c),
there shall occur automatic adjustments (as determined by the Administrative
Agent) in the respective CL Percentages of the remaining CL Lenders in
accordance with the definition of CL Percentage contained herein. At the time of
any termination of a CL Lender's Credit-Linked Commitment pursuant to this
Section 3.02(c), the Administrative Agent shall request the Deposit Bank to (and
the Deposit Bank agrees that it will) withdraw from the Credit-Linked Deposit
Account and to pay same over to the Administrative Agent, and the Administrative
Agent shall return to such CL Lender its Credit-Linked Deposit; provided that
if, and to the extent, the respective CL Lender is replaced by way of
assignment, then its Credit-Linked Deposit shall remain in the Credit-Linked
Deposit Account and the respective assignee shall pay the assigning CL Lender an
amount equal to the Credit-Linked Deposit so assigned. Each reduction to the
Total Incremental Term Loan Commitment pursuant to this Section 3.02(c) shall be
applied to reduce the then remaining Incremental Term Loan Scheduled Repayments
of the respective Tranche of Incremental Term Loans on a pro rata basis (based
upon the then remaining principal amount of the Incremental Term Loan Scheduled
Repayments of such Tranche after giving effect to all prior reductions thereto).

          (d) In connection with any reduction or termination of the Total
Incremental Term Loan Commitment and/or the Total Credit-Linked Commitment of
any Lender pursuant to this Section 3.02 and Section 3.03, as the case may be,
each of the U.S. Borrower and the Bermuda Borrower hereby irrevocably authorizes
Holdings to take all necessary action, in the name of the U.S. Borrower or the
Bermuda Borrower, as the case may be, as described in this Section 3.02 or
Section 3.03, as the case may be, in order to effect the reduction or
termination of the Total Incremental Term Loan Commitment and/or the Total
Credit-Linked Commitment of such Lender in accordance with the provisions of
this Section 3.02 or Section 3.03, as the case may be.

          3.03 Mandatory Reduction of Commitments. (a) The Total Commitment (and
the Tranche B Term Loan Commitment, the Tranche C Term Loan Commitment and the
Credit-


                                      -46-



Linked Commitment of each Lender with such a Commitment) shall terminate in its
entirety on April 12, 2006, unless the Restatement Effective Date has occurred
on or before such date.

          (b) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Tranche B Term Loan Commitment (and the Tranche
B Term Loan Commitment of each Lender with such a Commitment) shall terminate in
its entirety on the Restatement Effective Date (after giving effect to the
making of Tranche B Term Loans on such date).

          (c) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Tranche C Term Loan Commitment (and the Tranche
C Term Loan Commitment of each Lender with such a Commitment) shall terminate in
its entirety on the Restatement Effective Date (after giving effect to the
making of Tranche C Term Loans on such date).

          (d) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Credit-Linked Commitment shall be reduced on the
dates, and in the amounts provided in Sections 2A.04(c) and 2B.04(c). At the
time of any termination or reduction of the Total Credit-Linked Commitment
pursuant to Section 2A.04(c), Section 2B.04(c), this Section 3.03 or Section 10,
the actions required by Section 2C.04(a) shall be taken. Each reduction to, or
termination of, the Total Credit-Linked Commitment shall be applied to
proportionately reduce or terminate, as the case may be, the Credit-Linked
Commitment of each CL Lender (in accordance with their respective CL
Percentages).

          (e) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Incremental Term Loan Commitment under a given
Tranche shall (i) be permanently reduced on each Incremental Term Loan Borrowing
Date in respect of such Tranche in an amount equal to the aggregate principal
amount of Incremental Term Loans of such Tranche incurred on each such date,
(ii) terminate in its entirety (to the extent not theretofore terminated) on the
Incremental Term Loan Commitment Termination Date for such Tranche of
Incremental Term Loans (after giving effect to any Incremental Term Loans of
such Tranche to be made on such date) and (iii) prior to the termination of the
Total Incremental Term Loan Commitment in respect of such Tranche, be
permanently reduced from time to time to the extent required by Section 4.02.

          (f) Each reduction to the Total Tranche B Term Loan Commitment, the
Total Tranche C Term Loan Commitment, the Total Credit-Linked Commitment and the
Total Incremental Term Loan Commitment under a given Tranche pursuant to this
Section 3.03 as provided above (or pursuant to Section 4.02) shall be applied
proportionately to reduce the Tranche B Term Loan Commitment, the Tranche C Term
Loan Commitment, the Total Credit-Linked Commitment or the Incremental Term Loan
Commitment under such Tranche, as the case may be, of each Lender with such a
Commitment.

          (g) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, on the Restatement Effective Date (and concurrently with
the occurrence thereof) the Total Multicurrency Facility Revolving Loan
Commitment (as defined in the Original Credit Agreement), the Multicurrency
Facility Revolving Loan Commitment (as


                                      -47-



defined in the Original Credit Agreement) of each Original Lender, the Total
Dollar Facility Revolving Loan Commitment (as defined in the Original Credit
Agreement) and the Dollar Facility Revolving Loan Commitment (as defined in the
Original Credit Agreement) of each Original Lender, shall all be terminated in
their entirety.

          Section 4. Prepayments; Repayments; Taxes.

          4.01 Voluntary Prepayments. Each Borrower shall have the right to
prepay the Loans made to such Borrower, without premium or penalty except as
otherwise provided in this Agreement, and the right to allocate such prepayments
to Loans of a given Tranche, as such Borrower elects, in whole or in part, at
any time and from time to time on the following terms and conditions:

          (i) an Authorized Officer of such Borrower shall give the
     Administrative Agent at its Notice Office written notice (or telephonic
     notice promptly confirmed in writing) of its intent to prepay the Loans,
     specifying the Tranche or Tranches of the Loans to be prepaid, the Types of
     Loans to be repaid and, in the case of Eurodollar Loans, the specific
     Borrowing or Borrowings pursuant to which made, which notice shall be given
     by the Authorized Officer of such Borrower (x) prior to 2:00 P.M. (New York
     time) at least one Business Day prior to the date of such prepayment in the
     case of Loans maintained as Base Rate Loans and (y) prior to 10:00 A.M.
     (New York time) at least three Business Days prior to the date of such
     prepayment in the case of Eurodollar Loans, which notice shall be promptly
     transmitted by the Administrative Agent to each of the Lenders;

          (ii) each partial prepayment applied to any Tranche of Loans shall be
     in an aggregate principal amount of at least $1,000,000, provided that if
     any partial prepayment of Eurodollar Loans made pursuant to any Borrowing
     shall reduce the outstanding Eurodollar Loans made pursuant to such
     Borrowing to an amount less than the Minimum Borrowing Amount applicable
     thereto, then such Borrowing may not be continued as a Borrowing of
     Eurodollar Loans beyond the Interest Period applicable thereto and any
     election of an Interest Period with respect thereto given by such Borrower
     shall have no force or effect;

          (iii) at the time of any prepayment of Eurodollar Loans pursuant to
     this Section 4.01 on any date other than the last day of the Interest
     Period applicable thereto, such Borrower shall pay the amounts required
     pursuant to Section 1.11(a);

          (iv) except as provided in Section 4.01(v) below, each prepayment in
     respect of any Loans made pursuant to a Borrowing shall be applied pro rata
     among such Loans made pursuant to such Borrowing;

          (v) each prepayment of principal of Loans of a given Tranche pursuant
     to this Section 4.01 shall, subject to the immediately succeeding proviso,
     be applied to reduce the then remaining Scheduled Repayments of the
     respective Tranche of Term Loans on a pro rata basis (based upon the then
     remaining principal amounts of the Scheduled Repayments of such Tranche of
     Loans after giving effect to all prior reductions thereto);


                                      -48-



     provided that repayments of any Tranche of Loans pursuant to Section
     4.01(vi) below shall only apply to reduce the then remaining Scheduled
     Repayments of such Tranche to the extent the Term Loans so repaid are not
     replaced (and are not required to be replaced) pursuant to Section
     13.12(b), with any such application to reduce the then remaining Scheduled
     Repayments of the respective Tranche in the manner provided above in this
     Section 4.01(v), unless otherwise specifically agreed by the Required
     Lenders;

          (vi) in the event of certain refusals by a Lender as provided in
     Section 13.12(b) to consent to certain proposed changes, waivers,
     discharges or terminations with respect to this Agreement which have been
     approved by the Required Lenders, such Borrower may, upon five Business
     Days' written notice by an Authorized Officer of such Borrower to the
     Administrative Agent at its Notice Office (which notice the Administrative
     Agent shall promptly transmit to each of the Lenders), repay all Loans and
     pay all accrued and unpaid interest, Fees, and other amounts, in each case
     owing by such Borrower to such Lender (or owing by such Borrower to such
     Lender with respect to each Tranche which gave rise to the need to obtain
     such Lender's individual consent) in accordance with, and subject to the
     requirements of, said Section 13.12(b) so long as (A) in the case of the
     repayment of Incremental Term Loans of any Lender under a given Tranche,
     the Incremental Term Loan Commitment of such Lender under such Tranche (if
     any) is terminated concurrently with such repayment pursuant to Section
     3.02(c) (at which time Schedule I shall be deemed modified to reflect the
     changed Incremental Term Loan Commitments of such Tranche) and (B) the
     consents required by Section 13.12(b) in connection with the repayment
     pursuant to this clause (vi) have been obtained;

          (vii) in the case of any prepayment of Tranche C Term Loans or Bermuda
     Borrower Incremental Term Loans by the Bermuda Borrower with the proceeds
     of an Investment in the Bermuda Partnership and the prepayment by the
     Bermuda Partnership of an intercompany loan to the Bermuda Borrower as
     contemplated by Section 9.05(xviii) at any time Tranche B Term Loans or
     U.S. Borrower Incremental Term Loans are outstanding, such prepayment shall
     be accompanied by a prepayment of Tranche B Term Loans or U.S. Borrower
     Incremental Term Loans by the U.S. Borrower in such amount so that the
     voluntary prepayments of Term Loans at such time is made on a pro rata
     basis (based upon the TL Repayment Percentages of each such Tranche of Term
     Loans and the then outstanding principal amounts of each such Tranche of
     Term Loans); and

          (viii) each prepayment of Loans of any Tranche pursuant to this
     Section 4.01 made prior to the first anniversary of the Restatement
     Effective Date in connection with a Repricing Transaction shall be subject
     to the payment of the fee described in Section 3.01(h).

          4.02 Mandatory Repayments and Commitment Reductions. (a) If on any
date the aggregate amount of all Letter of Credit Outstandings and Bank Guaranty
Outstandings exceeds the Total Credit-Linked Commitment as then in effect, the
U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower)
(subject to clause (x) of the proviso to this clause (a)) agrees to pay to the
Administrative Agent at the Payment Office on such date an amount of cash and/or
Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents
to be held as security for all Obligations of the respective Borrower
(including,


                                      -49-



without limitation, in the case of the U.S. Borrower pursuant to the Credit
Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and
Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and
other Obligations relating thereto) hereunder in a cash collateral account to be
established by, and under the sole dominion and control of, the Administrative
Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents
paid by the Bermuda Borrower to the Administrative Agent under this clause (a)
shall not at any time exceed the sum of the Letter of Credit Outstandings (with
respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty
Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and
(y) any such cash and/or Cash Equivalents shall first be applied to repay any
amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as
described in Section 2C.03 hereof.

          (b) (i) In addition to any other mandatory repayments or commitment
     reductions pursuant to this Section 4.02, on each date set forth below, the
     U.S. Borrower shall be required to repay that principal amount of Tranche B
     Term Loans, to the extent then outstanding, as is set forth opposite such
     date (each such repayment, as the same may be reduced as provided in
     Sections 4.01 and 4.02(g), a "Tranche B Term Loan Scheduled Repayment"):



Tranche B Scheduled Repayment Date        Amount
- ----------------------------------     ------------
                                    
Last Business Day of June, 2006        $    562,500
Last Business Day of September, 2006   $    562,500
Last Business Day of December, 2006    $    562,500
Last Business Day of March, 2007       $    562,500
Last Business Day of June, 2007        $    562,500
Last Business Day of September, 2007   $    562,500
Last Business Day of December, 2007    $    562,500
Last Business Day of March, 2008       $    562,500
Last Business Day of June, 2008        $    562,500
Last Business Day of September, 2008   $    562,500
Last Business Day of December, 2008    $    562,500
Last Business Day of March, 2009       $    562,500
Last Business Day of June, 2009        $    562,500
Last Business Day of September, 2009   $    562,500



                                      -50-



                                    
Last Business Day of December, 2009    $    562,500
Last Business Day of March, 2010       $    562,500
Last Business Day of June, 2010        $    562,500
Last Business Day of September, 2010   $    562,500
Last Business Day of December, 2010    $    562,500
Last Business Day of March, 2011       $    562,500
Last Business Day of June, 2011        $    562,500
Last Business Day of September, 2011   $    562,500
Last Business Day of December, 2011    $    562,500
Last Business Day of March, 2012       $    562,500
Last Business Day of June, 2012        $    562,500
Last Business Day of September, 2012   $    562,500
Last Business Day of December, 2012    $    562,500
Tranche B/C Term Loan Maturity Date    $209,812,500



          (ii) In addition to any other mandatory repayments or commitment
     reductions pursuant to this Section 4.02, on each date set forth below, the
     Bermuda Borrower shall be required to repay that principal amount of
     Tranche C Term Loans, to the extent then outstanding, as is set forth
     opposite such date (each such repayment, as the same may be reduced as
     provided in Sections 4.01 and 4.02(g), a "Tranche C Term Loan Scheduled
     Repayment"):



Tranche C Scheduled Repayment Date        Amount
- ----------------------------------     ------------
                                    
Last Business Day of  June, 2006       $  1,875,000
Last Business Day of September, 2006   $  1,875,000
Last Business Day of December, 2006    $  1,875,000
Last Business Day of March, 2007       $  1,875,000
Last Business Day of June, 2007        $  1,875,000



                                      -51-



                                    
Last Business Day of September, 2007   $  1,875,000
Last Business Day of December, 2007    $  1,875,000
Last Business Day of March, 2008       $  1,875,000
Last Business Day of June, 2008        $  1,875,000
Last Business Day of September, 2008   $  1,875,000
Last Business Day of December, 2008    $  1,875,000
Last Business Day of March, 2009       $  1,875,000
Last Business Day of June, 2009        $  1,875,000
Last Business Day of September, 2009   $  1,875,000
Last Business Day of December, 2009    $  1,875,000
Last Business Day of March, 2010       $  1,875,000
Last Business Day of June, 2010        $  1,875,000
Last Business Day of September, 2010   $  1,875,000
Last Business Day of December, 2010    $  1,875,000
Last Business Day of March, 2011       $  1,875,000
Last Business Day of June, 2011        $  1,875,000
Last Business Day of September, 2011   $  1,875,000
Last Business Day of December, 2011    $  1,875,000
Last Business Day of March, 2012       $  1,875,000
Last Business Day of June, 2012        $  1,875,000
Last Business Day of September, 2012   $  1,875,000
Last Business Day of December, 2012    $  1,875,000
Tranche B/C Term Loan Maturity Date    $699,375,000



          (iii) In addition to any other mandatory repayments or commitment
     reductions pursuant to this Section 4.02, each Incremental Term Loan
     Borrower shall be required to


                                      -52-



     make, with respect to each Tranche of Incremental Term Loans of such
     Incremental Term Loan Borrower, to the extent then outstanding, scheduled
     amortization payments of such Tranche of Incremental Term Loans on the
     dates and in the principal amounts set forth in the respective Incremental
     Term Loan Commitment Agreement (each such repayment, as the same may be
     reduced as provided in Sections 3.02, 4.01 and 4.02(g), an "Incremental
     Term Loan Scheduled Repayment"); provided that, if any Incremental Term
     Loans are incurred which will be added to (and form part of) an existing
     Tranche of Term Loans, the amount of the then remaining Scheduled
     Repayments of the respective Tranche shall be proportionally increased
     (with the aggregate amount of increases to the then remaining Loan
     Scheduled Repayments to equal the aggregate principal amount of such new
     Incremental Term Loans then being incurred) in accordance with the
     requirements of clause (ii) of Section 1.15(c).

          (c) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the
Restatement Effective Date upon which Holdings or any of the its Subsidiaries
receives Net Sale Proceeds from any Asset Sale (other than the California
Disposition, to the extent the Net Sale Proceeds therefrom received by a
Subsidiary of the U.S. Borrower (exclusive of any portion thereof which is
distributed to a minority shareholder of such Subsidiary in accordance with the
requirements of Section 9.06) are promptly on-loaned to an Affiliate of the U.S.
Borrower in accordance with the requirements of Section 9.05 and 9.07), an
amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be
applied as a mandatory repayment and/or commitment reduction in accordance with
the requirements of Sections 4.02(g) and (h); provided that (I) Net Sale
Proceeds from any Asset Sale (other than (x) Net Sale Proceeds from any
Contemplated Asset Sale consummated in accordance with the requirements of
Section 9.02(xviii), (y) any Net Sale Proceeds from the sale of any Principal
Property pursuant to Section 9.02(xix) and (z) Net Sale Proceeds from the sale
or other disposition of the Equity Interests of the Unrestricted Wellbeing Joint
Venture pledged pursuant to the U.S. Pledge Agreement) shall not give rise to a
mandatory repayment and/or commitment reduction on such date as otherwise
required above, so long as no Specified Default and no Event of Default exists
at the time such Net Sale Proceeds are received and an Authorized Officer of
Holdings or the U.S. Borrower has delivered a certificate to the Administrative
Agent on or prior to such date stating that such Net Sale Proceeds shall be used
(or contractually committed to be used) to purchase capital assets used or to be
used in a Permitted Business (other than inventory) within 360 days following
the date of receipt of such Net Sale Proceeds from such Asset Sale (which
certificate shall set forth (in reasonable detail) the estimates of the proceeds
to be so expended) and (II) Net Sale Proceeds from one (but not more than one)
sale of a Principal Property consummated after the Restatement Effective Date in
reliance on Section 9.02(xix) and notified in writing to the Administrative
Agent shall not give rise to a mandatory repayment and/or commitment reduction
on such date as otherwise required above, so long as no Specified Default and no
Event of Default exists at the time such Net Sale Proceeds are received and an
Authorized Officer of Holdings or the U.S. Borrower has delivered a certificate
to the Administrative Agent on or prior to such date stating that such Net Sale
Proceeds shall be used (or contractually committed to be used) to purchase,
construct and/or make investments in a new Principal Property (or assets and
properties that upon completion of such purchase, construction and/or
investments will become a Principal Property) within 360 days following the date
of receipt of such Net Sale Proceeds from such sale of such Principal Property
(which certificate shall set forth the estimates of the proceeds to be so
expended); provided, however, that (I) if all


                                      -53-



or any portion of such Net Sale Proceeds are not so used within such 360-day
period (or contractually committed within such period to be used), such
remaining portion shall be applied on the last day of such period as a mandatory
repayment as provided above (without giving effect to the immediately preceding
proviso) and (II) if all or any portion of such Net Sale Proceeds are not
required to be applied on the last day of such 360-day period referred to in
clause (I) of this proviso because such amount is contractually committed within
such period to be used and then either (A) subsequent to such date such contract
is terminated or expires without such portion being so used or (B) such
contractually committed portion is not so used within six months after the last
day of such 360-day period referred to in clause (I) of this proviso, such
remaining portion, in the case of either of the preceding clauses (A) or (B),
shall be applied as a mandatory repayment as provided above (without giving
effect to the immediately preceding proviso). Notwithstanding anything to the
contrary contained in this Section 4.02(c), (x) if any Permitted Senior Notes
Document (after the execution and delivery thereof), any Permitted Refinancing
Senior Notes Document (after the execution and delivery thereof), the
Intermediate Holdco Credit Documents or the Existing Senior Notes Documents
permit a lesser amount to be retained or reinvested, or have a shorter
reinvestment period, than is provided above with respect to any Asset Sales,
then such lesser permitted retained or reinvestment amount, and/or shorter
reinvestment period, as the case may be, shall be applicable for purposes of
this Section 4.02(c) so long as such Permitted Senior Notes, Permitted
Refinancing Senior Notes, Intermediate Holdco Indebtedness or Existing Senior
Notes, as the case may be, remain outstanding, and (y) in no event shall
Holdings or any of its Subsidiaries use any proceeds from any Asset Sale to make
any voluntary or mandatory repayment or prepayment of Permitted Senior Notes,
Permitted Refinancing Senior Notes, Intermediate Holdco Indebtedness or Existing
Senior Notes and, before any such obligation to use such proceeds to make such
repayment shall arise, Holdings or the respective Subsidiary shall reinvest the
respective amounts as permitted above in this Section 4.02(c) or apply such
proceeds as a mandatory prepayment in accordance with requirements of Sections
4.02(g) and (h).

          (d) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the
Restatement Effective Date on which Holdings or any of its Subsidiaries receives
any cash proceeds from any incurrence of Indebtedness (other than Indebtedness
permitted to be incurred pursuant to Section 9.04 as in effect on the
Restatement Effective Date), an amount equal to 100% of the Net Cash Proceeds of
the respective incurrence of Indebtedness shall be applied as a mandatory
repayment in accordance with the requirements of Sections 4.02(g) and (h).

          (e) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, within 10 days following each date on
or after the Restatement Effective Date on which Holdings or any of its
Subsidiaries receives any proceeds from any Recovery Event (other than proceeds
from Recovery Events in an amount less than $5,000,000 per Recovery Event), an
amount equal to 100% of the proceeds of such Recovery Event (net of reasonable
costs (including, without limitation, legal costs and expenses) and taxes
incurred in connection with such Recovery Event and the amount of such proceeds
required to be used to repay any Indebtedness (other than Indebtedness of the
Lenders pursuant to this Agreement) which is secured by the respective assets
subject to such Recovery Event) shall be applied as a mandatory repayment and/or
commitment reduction in accordance with the requirements of Sections 4.02(g) and
(h); provided that so long as no Specified Default and no Event of Default


                                      -54-



then exists, such proceeds shall not be required to be so applied on such date
to the extent that an Authorized Officer of Holdings or the U.S. Borrower has
delivered a certificate to the Administrative Agent on or prior to such date
stating that such proceeds shall be used (or contractually committed to be used)
within 360 days following the date of receipt of such proceeds from such
Recovery Event to replace or restore any properties or assets in respect of
which such proceeds were paid (which certificate shall set forth the estimates
of the proceeds to be so expended), and provided, further, that (I) if all or
any portion of such proceeds are not so used (or contractually committed to be
used) within such 360-day period, such remaining portion shall be applied as a
mandatory repayment and/or commitment reduction as provided above (without
giving effect to the immediately preceding proviso) and (II) if all or any
portion of such proceeds are not required to be applied on the last day of such
360-day period referred to in clause (I) of this proviso because such amount is
contractually committed to be used and then either (A) subsequent to such date
such contract is terminated or expires without such portion being so used or (B)
such contractually committed portion is not so used within six months after the
last day of such 360-day period referred to in clause (I) of this proviso, such
remaining portion, in the case of either of the preceding clauses (A) or (B),
shall be applied as a mandatory repayment and/or commitment reduction as
provided above (without giving effect to the immediately preceding proviso).

          (f) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each Excess Cash Payment Date, an
amount equal to the remainder (if positive) of (x) the Applicable Prepayment
Percentage of the Excess Cash Flow for the relevant Excess Cash Flow Payment
Period minus (y) the aggregate amount of principal repayments of Loans (and
Original Loans to the extent (and only to the extent) that such repayments were
made as a voluntary prepayment pursuant to Section 4.01 hereof (or the Original
Credit Agreement, as applicable) with internally generated funds during the
relevant Excess Cash Flow Payment Period, shall be applied as a mandatory
repayment and/or commitment reduction in accordance with the requirements of
Sections 4.02(g) and (h).

          (g) (I) Each amount required to be applied pursuant to Sections
4.02(c), (d), (e), and (f) in accordance with this Section 4.02(g) shall be
applied, subject to immediately succeeding clause (IV), (i) first, to repay the
outstanding principal amount of Term Loans and (ii) second, to the extent in
excess of the amounts applied pursuant to preceding clause (i), as a mandatory
reduction to the Total Incremental Term Loan Commitment in effect at such time
(if any).

          (II) Each amount required to be applied to repay outstanding Term
Loans pursuant to this Section 4.02(g) shall, subject to succeeding clause (IV)
and the immediately succeeding proviso, be applied pro rata to each Tranche of
Term Loans (based upon the TL Repayment Percentages of the various Tranches of
Term Loans and the then outstanding principal amounts of the respective Tranches
of Term Loans); provided that (i) the Net Sale Proceeds from any Asset Sale
effected by Holdings or any of its Domestic Subsidiaries and proceeds from any
Recovery Event with respect to the properties or assets of Holdings or any of
its Domestic Subsidiaries and, in each case, required to be applied to the
repayment of Term Loans pursuant to clause (I) of this Section 4.02(g), shall be
applied (x) first, to repay principal of outstanding Tranche B Term Loans and
U.S. Borrower Incremental Term Loans, if any (on a pro rata basis to each
Tranche of U.S. Borrower Term Loans based on the TL Repayment


                                      -55-



Percentages of such Tranches of U.S. Borrower Term Loans and the then
outstanding principal amount of the Tranche B Term Loans and each such Tranche
of U.S. Borrower Incremental Term Loans (but, for such purposes, as if no
Bermuda Borrower Term Loans were then outstanding)) and (y) second, after the
repayment in full of all outstanding U.S. Borrower Term Loans, to repay
principal of outstanding Tranche C Term Loans and Bermuda Borrower Incremental
Term Loans (on a pro rata basis to each such Tranche of Term Loans, based upon
the TL Repayment Percentages of such Tranches of Term Loans and the then
outstanding principal amounts of such Tranches of Term Loans) and (ii) the Net
Sale Proceeds from any Asset Sale effected by any Foreign Subsidiary of Holdings
and the proceeds from any Recovery Event with respect to the properties or
assets of any Foreign Subsidiary of Holdings and, in each case, required to be
applied to the repayment of Term Loans pursuant to clause (I) of this Section
4.02(g), shall be applied (x) first, to repay principal of outstanding Tranche C
Term Loans and Bermuda Borrower Incremental Term Loans (on a pro rata basis to
each such Tranche of Term Loans, based upon the TL Repayment Percentages of such
Tranches of Term Loans and the then outstanding principal amounts of such
Tranches of Term Loans (but, for such purposes, as if no U.S. Borrower Term
Loans were then outstanding)) and (y) second, after the repayment in full of all
outstanding Bermuda Borrower Term Loans, to repay principal of outstanding
Tranche B Term Loans and U.S. Borrower Incremental Term Loans, if any (on a pro
rata basis to each Tranche of U.S. Borrower Term Loans based on the TL Repayment
Percentages of such Tranches of U.S. Borrower Term Loans and the then
outstanding principal amount of such Tranches of U.S. Borrower Term Loans).

          (III) All repayments or commitment reductions, as the case may be, of
outstanding Term Loans or Incremental Term Loan Commitments of a given Tranche,
as the case may be, pursuant to Section 4.02(c), (d), (e) or (f) shall be
applied to reduce the then remaining Scheduled Repayments of the respective
Tranche of Term Loans on a pro rata basis (based upon the then remaining
principal amounts of the Scheduled Repayments of such Tranche of Term Loans
after giving effect to all prior reductions thereto); provided that if
Incremental Term Loan Commitments of a given Tranche are not included as part of
the Incremental Term Loan Scheduled Repayments for such Tranche set forth in the
respective Incremental Term Loan Commitment Agreement (e.g., because the
Incremental Term Loan Scheduled Repayments are set forth on a percentage basis
rather in a Dollar amount), no such reduction to the respective Incremental Term
Loan Scheduled Repayments shall be required as a result of a reduction in the
Incremental Term Loan Commitments of such Tranche.

          (IV) Notwithstanding anything to the contrary in this Section 4.02,
neither Holdings nor any of its Subsidiaries shall be obligated to apply any Net
Sale Proceeds pursuant to this Section 4.02(g) to the extent attributable to any
Asset Sales of ABL Priority Collateral (including, in the case of an Asset Sale
consisting of the sale of all or substantially all of the capital stock or
equity interests in, any U.S. Credit Party, that portion of the proceeds
determined in good faith by Holdings to be attributable to the ABL Priority
Collateral owned by such U.S. Credit Party at the time of the consummation of
such Asset Sale) to the extent that such Net Sale Proceeds are required to be
and are applied to the repayment of ABL Loans (or to the permanent reduction of
any commitment under the ABL Credit Agreement) in accordance with the terms of
the ABL Credit Agreement.


                                      -56-


          (h) With respect to each repayment of Loans required by this Section
4.02, the respective Borrower may (subject to the requirements of preceding
Section 4.02(g)) designate the Types of Loans of the respective Tranche which
are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings of the respective Tranche pursuant to which made, provided that: (i)
in the case of repayments of Eurodollar Loans pursuant to this Section 4.02 on
any day other than the last day of an Interest Period applicable thereto, such
repayments shall be accompanied by payment by the respective Borrower of all
amounts owing in connection therewith pursuant to Section 1.11(a), (ii) if any
repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce
the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount
less than the Minimum Borrowing Amount applicable to the Eurodollar Loans, such
Borrowing, shall be converted at the end of the then current Interest Period
into a Borrowing of Base Rate Loans, and (iii) each repayment of any Tranche of
Loans made pursuant to a Borrowing shall be applied pro rata among such Tranche
of Loans. In the absence of a designation by the respective Borrower as
described in the preceding sentence, the Administrative Agent shall, subject to
the above, make such designation in its sole discretion with a view, but no
obligation, to minimize breakage costs owing under Section 1.11(a).

          (i) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, (i) all other then outstanding Loans shall be repaid in full on
the respective Maturity Date for such Loans and (ii) unless the Required Lenders
shall otherwise agree in writing in their sole discretion, all outstanding Loans
shall be repaid in full upon the occurrence of a Change of Control.

          (j) For purposes of clarity, it is understood and agreed that none of
Sections 4.02(c) through (f), inclusive, shall require that amounts received by
any Foreign Subsidiary or Foreign Subsidiaries be used to repay Obligations owed
by any U.S. Credit Parties, but that said Sections merely determine the amounts
required to be applied by the various Borrowers to the repayment of their
Obligations as more fully described in this Section 4.02.

          (k) In addition to the mandatory repayments required above, on the
Restatement Effective Date the Borrowers shall make all repayments required
pursuant to Section 4.02(a) of the Original Credit Agreement as a result of the
termination of the Total Multicurrency Facility Revolving Loan Commitment (as
defined in the Original Credit Agreement) and the termination of the Total
Dollar Facility Revolving Loan Commitment (as defined in the Original Credit
Agreement), as provided in Section 3.03(g) hereof; provided that no cash
collateralization shall be required with respect to any Existing Letter of
Credit or Existing Bank Guaranty, each as defined herein. Also on the
Restatement Effective Date, the Borrowers shall cause all Letters of Credit
(other than Existing Letters of Credit as defined herein) and Bank Guaranties
(other than Existing Bank Guaranties as defined herein) under, and as defined
in, the Original Credit Agreement to be terminated and returned to the
respective Issuing Lender (as defined in the Original Credit Agreement) or Bank
Guaranty Issuer (as defined in the Original Credit Agreement). On the
Restatement Effective Date, the respective Borrowers shall also be obligated to
pay to the Original Lenders any breakage or other costs of the type referred to
in Section 1.11 of the Original Credit Agreement (if any) incurred in connection
with the repayments required above.


                                      -57-



          (l) In addition to the mandatory repayments required above, on the
Restatement Effective Date the Borrower shall repay in full all outstanding
Tranche A Term Loans under, and as defined in, the Original Credit Agreement. On
the Restatement Effective Date, the Bermuda Borrower shall also be obligated to
pay to the respective Original Lenders any breakage or other costs of the type
referred to in Section 1.11 of the Original Credit Agreement (if any) incurred
in connection with the repayments required above.

          4.03 Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement or any Note shall be made to
the Administrative Agent for the account of the Lender or Lenders entitled
thereto not later than 2:00 P.M. (New York time) on the date when due and shall
be made in Dollars in immediately available funds at the Payment Office of the
Administrative Agent. The Administrative Agent will thereafter cause to be
distributed on the same day (if payment was actually received by the
Administrative Agent prior to 2:00 P.M. (New York time) like funds relating to
payment of principal, interest or Fees ratably to the Lenders entitled thereto.
Any payments under this Agreement which are made later than 2:00 P.M. (New York
time) shall be deemed to have been made on the next succeeding Business Day.
Whenever any payment to be made hereunder or under any Note shall be stated to
be due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and, with respect to payments of
principal, interest shall be payable at the applicable rate during such
extension.

          4.04 Net Payments. (a) All payments made by any Credit Party under any
Credit Document (including, in the case of a Credit Agreement Party, in its
capacity as a guarantor pursuant to Section 14) or under any Note will be made
without setoff, counterclaim or other defense. Except as provided in Section
4.04(b), all such payments will be made free and clear of, and without deduction
or withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax imposed on or measured by the net income of
a Lender pursuant to the laws of the jurisdiction in which it is organized or
the jurisdiction in which the principal office or applicable lending office of
such Lender is located or any subdivision thereof or therein) and all interest,
penalties or similar liabilities with respect thereto (all such non-excluded
taxes, levies, imposts, duties, fees, assessments or other charges being
referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the
respective Borrower (and any other Credit Party making the payment) agrees to
pay the full amount of such Taxes, and such additional amounts as may be
necessary so that every payment of all amounts due under this Agreement or under
any Note, after withholding or deduction for or on account of any Taxes, will
not be less than the amount provided for herein or in such Note. If any amounts
are payable in respect of Taxes pursuant to the preceding sentence, then the
respective Borrower (and any other Credit Party making the payment) shall be
obligated to reimburse each Lender, upon the written request of such Lender, for
the net additional taxes (after taking into account available credits with
respect to such withholding taxes) imposed on or measured by the net income of
such Lender pursuant to the laws of the jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such
Lender is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which such Lender is organized or in which
the principal office or applicable lending office of such Lender is located and
for any withholding of


                                      -58-



taxes as such Lender shall determine are payable by, or withheld from, such
Lender in respect of such amounts so paid to or on behalf of such Lender
pursuant to the preceding sentence and in respect of any amounts paid to or on
behalf of such Lender pursuant to this sentence, the respective Borrower (or
Credit Party) will furnish to the Administrative Agent within 45 days after the
date of the payment of any Taxes due pursuant to applicable law certified copies
of tax receipts evidencing such payment by such Borrower (or the respective
other Credit Party). The Credit Agreement Parties jointly and severally agree
(and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty,
and the incorporation by reference therein of the provisions of this Section
4.04, shall agree) to indemnify and hold harmless each Lender, and reimburse
such Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid by such Lender.

          (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S.
Borrower and the Administrative Agent on or prior to the Restatement Effective
Date, or in the case of a Lender that is an assignee or transferee of an
interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the
respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Lender, (i) two accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or successor forms) certifying to such Lender's
entitlement as of such date to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit D (any such certificate, a "Section
4.04(b)(ii) Certificate") and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio
interest exemption) (or successor form) certifying to such Lender's entitlement
as of such date to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note. In addition, each Lender agrees that from time to time after the
Restatement Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, it will deliver to the U.S. Borrower and the Administrative Agent two
new accurate and complete original signed copies of Internal Revenue Service
Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax
treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a
Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note, or it shall immediately
notify the U.S. Borrower and the Administrative Agent of its inability to
deliver any such Form or Certificate, in which case such Lender shall not be
required to deliver any such Form or Certificate pursuant to this Section
4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a),
but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the
U.S. Borrower shall be entitled, to the extent it is required to do so by law,
to deduct or withhold income or similar taxes imposed by the United States (or
any political subdivision or taxing authority thereof or therein) from interest,
fees or other amounts payable by the U.S. Borrower hereunder for the account of
any Lender which is not a United


                                      -59-



States person (as such term is defined in Section 7701(a)(30) of the Code) for
U.S. Federal income tax purposes to the extent that such Lender has not provided
to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a
complete exemption from such deduction or withholding and (y) the U.S. Borrower
shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments
to be made to a Lender in respect of income or similar taxes imposed by the
United States if (I) such Lender has not provided to the U.S. Borrower the
Internal Revenue Service Forms required to be provided to the U.S. Borrower
pursuant to this Section 4.04(b) or (II) in the case of a payment, other than
interest, to a Lender described in clause (ii) above, to the extent that such
forms do not establish a complete exemption from withholding of such taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this Section 4.04 and except as set forth in Section 13.04(b), the
U.S. Borrower agrees to pay additional amounts and to indemnify each Lender in
the manner set forth in Section 4.04(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence
(x) as a result of any changes after the Restatement Effective Date (or, if
later, the date such Lender became party to this Agreement) in any applicable
law, treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of income or
similar taxes or (y) as a result of the purchase of a participation as required
by Section 1.14 following the occurrence of a Sharing Event.

          Section 5. Conditions Precedent to Credit Events on the Restatement
Effective Date. The occurrence of the Restatement Effective Date and the
obligation of each Lender to make Loans hereunder (including by way of the
conversion of Original Tranche B Term Loans on the Restatement Effective Date as
contemplated by Section 1.01(b)), the obligation of each CL Lender to fund its
Credit-Linked Deposit, the obligation of each Issuing Lender to issue Letters of
Credit (including any Existing Letters of Credit deemed issued on the
Restatement Effective Date as contemplated by Section 2A.01(d)), and the
obligation of each Bank Guaranty Issuer to issue each Bank Guaranty hereunder
(including any Existing Bank Guaranties deemed issued on the Restatement
Effective Date as contemplated by Section 2B.01(d)), in each case on the
Restatement Effective Date, is subject at the time of the occurrence of the
Restatement Effective Date to the satisfaction of the following conditions:

          5.01 Execution of Agreement; Notes. On or prior to the Restatement
Effective Date, (i) this Agreement shall have been executed and delivered as
provided in Section 13.10 and (ii) there shall have been delivered to the
Administrative Agent for the account of each Lender which has requested the same
the appropriate Tranche B Term Note and Tranche C Term Note, in each case
executed by the relevant Borrower and in the amount, maturity and as otherwise
provided herein.

          5.02 Officer's Certificate. On the Restatement Effective Date, the
Administrative Agent shall have received a certificate from the U.S. Borrower,
dated such date and signed by an Authorized Officer of the U.S. Borrower,
certifying that all of the applicable conditions set forth in Sections 5.05
through 5.09, inclusive, Section 5.13 and Section 6 (other than such conditions
that are expressly subject to the satisfaction of the Agents and/or the Required
Lenders), have been satisfied on such date.


                                      -60-



          5.03 Opinions of Counsel. On the Restatement Effective Date, the
Administrative Agent shall have received (i) from Paul, Hastings, Janofsky &
Walker LLP, special counsel to the Credit Parties, an opinion addressed to each
Agent, the Collateral Agent and each of the Lenders and dated the Restatement
Effective Date substantially in the form of Exhibit E-1, (ii) from Appleby,
Spurling Hunter, special Bermuda counsel to the Credit Parties organized under
the laws of Bermuda, an opinion addressed to each Agent, the Collateral Agent
and each of the Lenders and dated the Restatement Effective Date substantially
in the form of Exhibit E-2, and (iii) if requested by the Agents from foreign
counsel to the Credit Parties and/or the Agents in each Qualified Non-U.S.
Jurisdiction and the Philippines, in each case reasonably satisfactory to the
Agents, opinions which shall (x) be addressed to each Agent, the Collateral
Agent and each of the Lenders and be dated the Restatement Effective Date, (y)
cover various matters regarding the execution, delivery and performance of the
Credit Documents to which Subsidiaries of Holdings organized in the relevant
such jurisdiction are party, the perfection and priority of security interests
granted by Credit Parties organized in such jurisdiction or granted in respect
of entities organized in such jurisdiction, and/or such other matters incident
to the transactions contemplated herein as the Agents may reasonably request and
(z) be in form, scope and substance reasonably satisfactory to the Agents.

          5.04 Company Documents; Proceedings. (a) On the Restatement Effective
Date, the Administrative Agent shall have received from (i) each New U.S. Credit
Party a certificate, dated the Restatement Effective Date, signed by the
chairman, a vice-chairman, the president or any vice-president of such New U.S.
Credit Party, and attested to by the secretary, any assistant secretary or other
senior officer of such New U.S. Credit Party, in the form of Exhibit F with
appropriate insertions, together with copies of the certificate of
incorporation, by-laws or equivalent organizational documents of such New U.S.
Credit Party and the resolutions of such New U.S. Credit Party referred to in
such certificate and (ii) the U.S. Borrower a certificate, dated the Restatement
Effective Date, attaching copies of the certificates of incorporation, by-laws
or equivalent organizational documents of each Foreign Subsidiary of Holdings
(x) which is a New Foreign Subsidiary Guarantor or (y) in respect of which
security interests are being (or have been) granted by a New Foreign Subsidiary
Guarantor, and all of the foregoing (including each such certificate of
incorporation, by-laws or other organizational document) shall be reasonably
satisfactory to the Agents.

          (b) On the Restatement Effective Date, the Administrative Agent shall
have received a certificate from each Credit Agreement Party and each U.S.
Subsidiary Guarantor (other than the New U.S. Credit Parties) (x) certifying
that there were no changes, or providing the text of any changes, to the
certificate of incorporation, by-laws or equivalent organizational documents of
such Credit Agreement Party or such U.S. Subsidiary Guarantor as delivered
pursuant to Section 5.04 of the Original Credit Agreement (and, in the case of
the certificate from the U.S. Borrower, of each Foreign Subsidiary Guarantor
(other than a New Foreign Subsidiary Guarantor) as delivered pursuant to Section
5.04 of the Original Credit Agreement), and (y) providing the resolutions
adopted by such Credit Agreement Party or such U.S. Subsidiary Guarantor (and,
in the case of the certificate from the U.S. Borrower, each Foreign Subsidiary
Guarantor specifically requested by the Administrative Agent based on advice of
local counsel) with respect to the actions contemplated by this Agreement, and
all of the foregoing shall be acceptable to the Administrative Agent.


                                      -61-



          (c) On the Restatement Effective Date, all Company and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Documents shall be
reasonably satisfactory in form and substance to the Agents, and the
Administrative Agent shall have received all information and copies of all
certificates, documents and papers, including good standing certificates,
bring-down certificates and any other records of Company proceedings and
governmental approvals, if any, which the Agents reasonably may have requested
in connection therewith, such documents and papers, where appropriate, to be
certified by proper Company or governmental authorities.

          (d) On the Restatement Effective Date and after giving effect to the
Transaction, the capital structure (including, without limitation, the terms of
any capital stock, options, warrants or other securities issued by Holdings and
its Subsidiaries) and management of Holdings, the U.S. Borrower and their
respective Subsidiaries shall be in form and substance reasonably satisfactory
to the Agents.

          5.05 Adverse Change, etc. On the Restatement Effective Date, nothing
shall have occurred since December 31, 2005 (and the Agents and Lenders shall
have become aware of no facts, conditions or other information not previously
known) which any Agent or the Required Lenders shall reasonably determine has
had, or could reasonably be likely to have, individually or in the aggregate,
(i) a Material Adverse Effect or (ii) material adverse effect on the
Transaction.

          5.06 Litigation. On the Restatement Effective Date, there shall be no
actions, suits, proceedings or investigations pending or threatened (a) with
respect to the Transaction or any documentation executed in connection therewith
(including any Credit Document) or the transactions contemplated hereby and
thereby, (b) with respect to any Existing Indebtedness or (c) which any Agent or
the Required Lenders shall determine has had, or could reasonably be expected to
have, individually or in the aggregate, (i) a Material Adverse Effect or (ii) a
material adverse effect on the Transaction.

          5.07 Approvals. On or prior to the Restatement Effective Date, (i) all
necessary governmental (domestic and foreign), regulatory and third party
approvals and/or consents in connection with any Existing Indebtedness, the
Transaction, the transactions contemplated by the Documents and otherwise
referred to herein or therein shall have been obtained and remain in full force
and effect as of the Restatement Effective Date and evidence thereof shall have
been provided to the Administrative Agent, and (ii) all applicable waiting
periods shall have expired without any action being taken by any competent
authority which restrains, prevents or imposes materially adverse conditions
upon the consummation of the Transaction, the making of the Loans and the
transactions contemplated by the Documents or otherwise referred to herein or
therein. Additionally, there shall not exist any judgment, order, injunction or
other restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon, or materially delaying, or making economically unfeasible, the
consummation of the Transaction or the making of the Loans or the other
transactions contemplated by the Documents or otherwise referred to herein or
therein.

          5.08 Refinancing; Original Credit Agreement; etc. (a) On the
Restatement Effective Date (and concurrently with the Credit Events occurring on
such date), Intermediate


                                      -62-



Holdco shall have (i) prepaid all of the outstanding Intermediate Holdco
Indebtedness (other than indemnities not then due and payable) (including,
without limitation, the call or other premiums payable in connection therewith
and all accrued and unpaid interest thereon up to and including the Intermediate
Holdco Prepayment Date) in accordance with, and pursuant to, the terms of the
Intermediate Holdco Credit Agreement and the other Intermediate Holdco Credit
Documents (and shall have obtained all necessary amendments or waivers required
thereunder to give effect to the foregoing, on terms satisfactory to the
Administrative Agent) or (ii) (A) submitted to the Agent (as defined in the
Intermediate Holdco Credit Agreement) an irrevocable notice of prepayment (the
"Intermediate Holdco Irrevocable Prepayment Notice") of all of the outstanding
Intermediate Holdco Indebtedness (other than customary indemnities) pursuant to,
and in accordance with, the terms of the Intermediate Holdco Credit Agreement
(including, without limitation, Section 4.01 thereof) and the other Intermediate
Holdco Credit Documents (with a copy of such notice to the Administrative Agent
and the Intermediate Holdco Paying Agent (as defined below)) specifying that
such prepayment shall occur on a fixed date (which shall be a Business Day) no
later than on the 35th day following the mailing of such Intermediate Holdco
Irrevocable Prepayment Notice (the "Intermediate Holdco Prepayment Date"), (B)
deposited with DBAG, as paying agent (in such capacity, and including any
successor appointed pursuant to Section 12.10, the "Intermediate Holdco Paying
Agent"), amounts borrowed under the ABL Credit Agreement and this Agreement
sufficient to, and for the exclusive purpose, of prepaying all of the
outstanding Intermediate Holdco Indebtedness on the Intermediate Holdco
Prepayment Date (including, without limitation, the call or other premiums
payable in connection therewith and all accrued and unpaid interest thereon up
to and including the Intermediate Holdco Prepayment Date) in accordance with,
and pursuant to, the terms of the Intermediate Holdco Credit Documents
(collectively, the "Intermediate Holdco Prepayment Funds"), on terms and
pursuant to escrow arrangements reasonably satisfactory to the Administrative
Agent and (C) concurrently with the deposit of the Intermediate Holdco
Prepayment Funds, deliver to the Intermediate Holdco Paying Agent (with a copy
to the Administrative Agent), a written irrevocable letter of instruction (in
form and substance reasonably satisfactory to the Administrative Agent),
executed by Intermediate Holdco and Corporate Holdco, directing the Intermediate
Holdco Paying Agent to (I) hold the Intermediate Holdco Prepayment Funds in
escrow until the Intermediate Holdco Prepayment Date and (II) release, disburse
and apply the Intermediate Holdco Prepayment Funds on the Intermediate Holdco
Prepayment Date, in accordance with the Intermediate Holdco Credit Agreement for
the exclusive purpose of prepaying all of the outstanding Intermediate Holdco
Indebtedness on such date (the foregoing, collectively, the "Intermediate Holdco
Refinancing"). On the Restatement Effective Date, (x) the Administrative Agent
shall have received true and correct copies of all Refinancing Documents
relating to the Intermediate Holdco Refinancing, certified as such by an
appropriate officer of the U.S. Borrower and (y) all terms and conditions of the
Intermediate Holdco Refinancing and the Refinancing Documents governing the same
shall be reasonably satisfactory to the Agents.

          (b) On the Restatement Effective Date (and concurrently with the
Credit Events occurring on such date), the parties thereto shall have entered
into the ABL Credit Agreement and the initial borrowing shall have occurred
thereunder.

          (c) On the Restatement Effective Date (and concurrently with the
Credit Events occurring on such date), and without duplication of amounts
required to be paid, (i) the


                                      -63-



relevant Borrowers shall have made all payments required by the last paragraph
of Section 1.01(b) hereof and clauses (k) and (l) of Section 4.02 hereof, (ii)
the principal of all outstanding Original Loans (other than the Original Tranche
B Loans being converted into Converted Tranche C Term Loans on the Restatement
Effective Date pursuant to Section 1.01(b)) shall be repaid in full, (iii) all
accrued interest on all outstanding extensions of credit pursuant to the
Original Credit Agreement, and all regularly accruing fees pursuant to the
Original Credit Agreement, shall be paid in full on, and through, the
Restatement Effective Date (whether or not same would otherwise then be due and
payable pursuant to the Original Credit Agreement) and (iv) the Borrowers shall
have paid all other amounts then due and payable to any Original Lenders or any
agent pursuant to the terms of the Original Credit Agreement.

          5.09 Outstanding Indebtedness and Preferred Equity. On the Restatement
Effective Date and after giving effect to the consummation of the Transaction
(including the Intermediate Holdco Prepayment Consummation as if the same had
occurred on such date), Holdings and its Subsidiaries shall have no outstanding
Preferred Equity or Indebtedness, except for (i) Indebtedness pursuant to or in
respect of the Credit Documents, (ii) Indebtedness pursuant to or in respect of
the Existing Senior Notes Documents in an aggregate outstanding principal amount
not to exceed $1,125,000,000, (iii) intercompany Indebtedness incurred by the
Bermuda Borrower pursuant to the Intercompany Distribution Transactions, (iv)
Intercompany Scheduled Existing Indebtedness (it being understood and agreed
that, for the purposes of this Section 5.09, such Intercompany Scheduled
Existing Indebtedness shall be determined as of February 25, 2006), (v) existing
Indebtedness of the U.S. Borrower and its Subsidiaries of the type described in
clauses (viii), (xiii) and (xviii) of Section 9.04(b) in an aggregate principal
amount not to exceed the principal amount of such Indebtedness permitted by such
clauses of Section 9.04(b), (vi) Synthetic Lease obligations arising under the
lease entered into in connection with the Sale-Leaseback Transaction, (vii)
Indebtedness pursuant to the ABL Credit Documents and (viii) such other existing
indebtedness of Holdings and its Subsidiaries, if any, as shall be permitted by
the Agents and Required Lenders to remain outstanding (all of which Indebtedness
described in this clause (viii) (other than immaterial Contingent Obligations of
Subsidiaries of the U.S. Borrower that represent guaranties of obligations other
than Indebtedness) shall be required to be specifically listed as Third Party
Scheduled Existing Indebtedness on Part A of Schedule IV); for the avoidance of
doubt, preceding clauses (iv), (v), (vi) and (viii) shall in no event include
any Indebtedness under, or with respect to, the HQ Lease Agreements (as defined
in the Original U.S. Security Agreement), which Indebtedness has been paid in
full (and related commitments with respect thereto terminated) prior to the
Restatement Effective Date. On and as of the Restatement Effective Date, all
Indebtedness described in the immediately preceding sentence shall remain
outstanding after giving effect to the Transaction and the other transactions
contemplated hereby without any breach, required repayment, required offer to
purchase, default, event of default or termination rights existing thereunder or
arising as a result of the Transaction and the other transactions contemplated
hereby and there shall not be any amendments or modifications to the Existing
Indebtedness Agreements (other than as requested or approved by the Agents and
the Required Lenders). On and as of the Restatement Effective Date, the Agents
and the Required Lenders shall be satisfied with the amount of and the terms and
conditions of all Indebtedness described above in this Section 5.09.

          5.10 U.S. Subsidiaries Guaranty, Foreign Subsidiaries Guaranty
Acknowledgment; Intercompany Subordination Agreement Acknowledgement.


                                      -64-



          (a) On the Restatement Effective Date, each U.S. Subsidiary
Guarantor shall have duly authorized, executed and delivered the Amended and
Restated U.S. Subsidiaries Guaranty in the form of Exhibit G-1 (as further
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof, the "U.S. Subsidiaries Guaranty"). On the Restatement
Effective Date, the U.S. Subsidiaries Guaranty shall be in full force and
effect.

          (b) On the Restatement Effective Date, each Wholly-Owned Foreign
Subsidiary of Holdings party to the Foreign Subsidiaries Guaranty shall have
duly authorized, executed and delivered an acknowledgment in the form of Exhibit
G-2 (the "Foreign Subsidiaries Guaranty Acknowledgement"), which Foreign
Subsidiaries Guaranty Acknowledgment shall contain, among other things, (i) an
acknowledgment of this Agreement and the transactions contemplated hereby, (ii)
an acknowledgement that the "Obligations" (as defined in the Foreign
Subsidiaries Guaranty) include all of the Obligations of the Bermuda Borrower
under this Agreement after giving effect to the Restatement Effective Date, and
(iii) an acknowledgment that, after giving effect to the Restatement Effective
Date, the Foreign Subsidiaries Guaranty shall remain in full force and effect in
accordance with its terms. On the Restatement Effective Date, the Foreign
Subsidiaries Guaranty shall be in full force and effect.

          (a) On the Restatement Effective Date, each Credit Party and each
other Subsidiary of Holdings which is an obligee or obligor with respect to any
Intercompany Debt (other than those Non-Wholly-Owned Subsidiaries listed on Part
D of Schedule XII) shall have duly authorized, executed and delivered an
acknowledgment in the form of Exhibit O-1 (the "Intercompany Subordination
Agreement Acknowledgement"), and the Intercompany Subordination Agreement shall
be in full force and effect.

          5.11 U.S. Security Documents. (a) On the Restatement Effective Date,
the U.S. Credit Parties shall have (i) delivered to the Collateral Agent, or
caused to be delivered to the Collateral Agent, fully executed counterparts of
amendments (or, in the alternative, amended and restated mortgages), in form and
substance satisfactory to the Administrative Agent, to each of the Mortgages
covering a U.S. Mortgaged Property, together with evidence that counterparts of
each such mortgage amendment and each such amended and restated mortgage has
been delivered to the title company insuring the Lien on the Mortgages for
recording in all places to the extent necessary or desirable, in the judgment of
the Collateral Agent, effectively to maintain a valid and enforceable first
priority mortgage lien on the U.S. Mortgaged Properties, in accordance with the
terms of the Intercreditor Agreement, in favor of the Collateral Agent for the
benefit of the Secured Creditors securing all of the Obligations (including the
Term Loans, all extensions of credit pursuant to the CL Tranche and the maximum
amount of Incremental Term Loans which may be incurred), (ii) delivered to the
Collateral Agent, or caused to be delivered to the Collateral Agent,
endorsements to each Mortgage Policy reasonably satisfactory to the Collateral
Agent, insuring the Collateral Agent that each Mortgage is a valid and
enforceable first priority mortgage lien on the respective Mortgaged Properties,
free and clear of all defects and encumbrances except Permitted Encumbrances and
(iii) taken (or caused to be taken) all actions reasonably required by the
Administrative Agent (including, without limitation, the obtaining of UCC-11's
or equivalent reports and the filing of UCC-1's or UCC-3's) in connection with
the granting of liens pursuant to the Mortgages covering U.S. Mortgaged
Properties.


                                      -65-



          (b) On the Restatement Effective Date, each U.S. Credit Party shall
have duly authorized, executed and delivered the Amended and Restated U.S.
Pledge Agreement in the form of Exhibit H-1 (as amended, modified, restated
and/or supplemented from time to time in accordance with the terms hereof and
thereof, the "U.S. Pledge Agreement") and shall have delivered (or shall have
previously delivered) to the Collateral Agent, as Pledgee thereunder, all of the
U.S. Pledge Agreement Collateral, if any, referred to therein and then owned by
such U.S. Credit Party, together with executed and undated endorsements for
transfer or transfer powers, as applicable, in the case of Equity Interests
constituting certificated U.S. Pledge Agreement Collateral, along with evidence
that all other actions necessary or, in the reasonable opinion of the Collateral
Agent, desirable, to perfect the security interests purported to be created by
the U.S. Pledge Agreement have been taken and the U.S. Pledge Agreement shall be
in full force and effect.

          (c) On the Restatement Effective Date, each U.S. Credit Party shall
have duly authorized, executed and delivered the Amended and Restated U.S.
Security Agreement in the form of Exhibit H-2 (as amended, modified, restated
and/or supplemented from time to time in accordance with the terms hereof and
thereof, the "U.S. Security Agreement") and shall have delivered (or shall have
previously delivered) to the Collateral Agent thereunder evidence that all other
actions necessary or, in the reasonable opinion of the Collateral Agent,
desirable, to perfect the security interests purported to be created by the U.S.
Security Agreement have been taken and the U.S. Security Agreement shall be in
full force and effect. No filings, recordings, registrations or other actions
shall be necessary or desirable to maintain the perfection and priority of the
security interests granted pursuant to the U.S. Security Agreement, in
accordance with the terms of the Intercreditor Agreement, in the U.S. Security
Agreement Collateral covered thereby.

          (d) On the Restatement Effective Date, the Intercompany Receivables
Documents shall be in full force and effect.

          5.12 Foreign Security Document Acknowledgements and Amendments. (a) On
the Restatement Effective Date, (i) each of the Credit Parties listed on Part F
of Schedule XII shall have duly authorized, executed and delivered an
acknowledgement and/or amendment with respect to each Foreign Security Document
to which it is a party (each a "Foreign Security Document Acknowledgement and/or
Amendment"), which acknowledgement and/or amendment shall (w) be prepared by
local counsel reasonably satisfactory to the Agents, (x) be sufficient to
maintain a valid and enforceable first priority lien on the Collateral covered
by such Foreign Security Document in favor of the Collateral Agent for the
benefit of the Secured Creditors securing all of the relevant Obligations
(including any incremental Obligations resulting from the provision of Letters
of Credit and Bank Guaranties, Tranche C Term Loans and Incremental Term Loan
Commitments to the Bermuda Borrower), (y) be in full force and effect (and, if
applicable, properly recorded) and (z) otherwise be in form and substance
satisfactory to the Administrative Agent, (ii) such Credit Parties shall have
taken such actions as may be necessary or desirable under local law (as advised
by local counsel) to create, maintain, effect, perfect, preserve, maintain and
protect the security interests granted (or purported to be granted) by each such
Foreign Security Document and (iii) each Foreign Security Document shall be in
full force and effect. Part E of Schedule XII sets forth a list of all Foreign
Security Document


                                      -66-



Acknowledgements and/or Amendments to be executed and delivered on the
Restatement Effective Date.

          (b) On the Restatement Effective Date, each Foreign Credit Party
listed on Part G of Schedule XII shall have duly authorized, executed and
delivered such amended and restated and/or replacement security agreements,
documents and instruments as may be required by the Agents (based on advice of
local counsel), with the intent being that the Lenders receive valid and
enforceable first priority, perfected security interests in the assets owned by
such Foreign Credit Party and originally covered by the Foreign Security
Agreements entered into by such Foreign Credit Party pursuant to the Original
Credit Agreement, securing all of the relevant Obligations (including such
Foreign Credit Party's guaranty obligations with respect to the Letters of
Credit and Bank Guaranties issued for the account of the Bermuda Borrower and
the Tranche C Term Loans and the Bermuda Borrower Incremental Term Loans). All
such security documentation to be executed and delivered by the Foreign Credit
Parties pursuant to the immediately preceding sentence (each, as amended,
modified, restated and/or supplemented from time to time, a "Replacement Foreign
Security Agreement" and, collectively, the "Replacement Foreign Security
Agreements") shall (i) be prepared by local counsel reasonably satisfactory to
the Agents, (ii) be in form and substance reasonably satisfactory to the Agents
and (iii) be in full force and effect on the Restatement Effective Date. In
connection with the execution and delivery of the Replacement Foreign Security
Agreements, the respective Foreign Credit Parties shall take such actions as may
be necessary or desirable under local law (as advised by local counsel) to
create, maintain, effect, perfect, preserve, maintain and protect the security
interests granted (or purported to be granted) thereby, in each case to the
extent customary in connection with secured transactions under the laws of the
respective jurisdiction or deemed necessary or desirable by the Agents based on
advice of local counsel. Part G of Schedule XII sets forth all Replacement
Foreign Security Agreements to be executed and delivered on the Restatement
Effective Date.

          5.13 Shareholders' Agreements; Management Agreements; Existing
Indebtedness Agreements; and Tax Allocation Agreements. (a) On or prior to the
Restatement Effective Date, there shall have been made available to the
Administrative Agent by the U.S. Borrower true and correct copies of the
following documents as same will be in effect on the Restatement Effective Date
after the consummation of the Transaction, in each case, except to the extent
already delivered or made available for review by the Administrative Agent
pursuant to Section 5.13 of the Original Credit Agreement), certified as such by
the U.S. Borrower (in the case of the agreements referred to in clause (i), (ii)
and (iv) below):

          (i) all written agreements (including, without limitation,
     shareholders' agreements, subscription agreements and registration rights
     agreements) entered into by Holdings or any of its Subsidiaries governing
     the terms and relative rights of its capital stock or other Equity
     Interests and any agreements entered into by shareholders relating to any
     such entity with respect to its capital stock or other Equity Interests
     (collectively, together with any agreements referred to in Section 5.13(i)
     of the Original Credit Agreement that continue to be in effect on the
     Restatement Effective Date, and any amendments thereto referred to in
     Section 5.13(b), the "Shareholders' Agreements");


                                      -67-



          (ii) all material written agreements (including employment agreements
     but limited to those of executive management and division presidents)
     entered into by Holdings or any of its Subsidiaries with respect to the
     management of Holdings or any of its Subsidiaries after giving effect to
     the Transaction (including consulting agreements and other management
     advisory agreements) (collectively, together with any agreements referred
     to in Section 5.13(ii) of the Original Credit Agreement that continue to be
     in effect on the Restatement Effective Date, and any amendments thereto
     referred to in Section 5.13(b), the "Management Agreements");

          (iii) all agreements evidencing or relating to any material Existing
     Indebtedness of Holdings or any of its Subsidiaries (collectively, together
     with any agreements referred to in Section 5.13(iii) of the Original Credit
     Agreement that continue to be in effect on the Restatement Effective Date,
     and any amendments thereto referred to in Section 5.13(b), the "Existing
     Indebtedness Agreements"); and

          (iv) any tax sharing or tax allocation agreements entered into by
     Holdings or any of its Subsidiaries (collectively, together with any
     agreements referred to in Section 5.13(iv) of the Original Credit Agreement
     that continue to be in effect on the Restatement Effective Date, and any
     amendments thereto referred to in Section 5.13(b), the "Tax Allocation
     Agreements");

all of which Shareholders' Agreements, Management Agreements, Existing
Indebtedness Agreements and Tax Allocation Agreements shall be in form and
substance reasonably satisfactory to the Agents and shall be in full force and
effect on the Restatement Effective Date.

          (b) On or prior to the Restatement Effective Date, the Administrative
Agent shall have received (i) a certification from an Authorized Officer of the
U.S. Borrower that all agreements referenced in clauses (i), (ii), (iii) and
(iv) of Section 5.13 of the Original Credit Agreement previously delivered (or
made available) to the Administrative Agent by the U.S. Borrower and/or any of
its Subsidiaries, remain in full force and effect (or specifying which of such
agreements do not remain in full force and effect) and (ii) any amendments to
the agreements referred to in clauses (i), (ii), (iii) and (iv) of Section 5.13
of the Original Credit Agreement that remain in effect on the Restatement
Effective Date.

          5.14 Solvency Certificate. On or before the Restatement Effective
Date, the Administrative Agent shall have received a solvency certificate in the
form of Exhibit I from the chief financial officer of Holdings, dated the
Restatement Effective Date, and supporting the conclusion that, after giving
effect to the Transaction and the incurrence of all financings contemplated
herein, each Borrower (on a stand-alone basis), the U.S. Borrower and its
Subsidiaries (on a consolidated basis), the Bermuda Borrower and its
Subsidiaries (on a consolidated basis) and Holdings and its Subsidiaries (on a
consolidated basis), in each case, are not insolvent and will not be rendered
insolvent by the indebtedness incurred in connection herewith, will not be left
with unreasonably small capital with which to engage in its or their respective
businesses and will not have incurred debts beyond its or their ability to pay
such debts as they mature and become due.


                                      -68-



          5.15 Financial Statements; Pro Forma Financial Statements;
Projections. (a) On or prior to the Restatement Effective Date, there shall have
been delivered to the Administrative Agent (i) true and correct copies of the
financial statements referred to in Section 7.10(b)(i) and (ii) an unaudited pro
forma (calculated as if the Transaction had occurred on such date) consolidated
balance sheet of the U.S. Borrower and its Consolidated Subsidiaries as of
December 31, 2005 and the related pro forma (calculated as if the Transaction
had occurred on the first day of the period covered thereby) statement of income
for the twelve-month period ended as of such date, after giving effect to the
Transaction and the incurrence of all Indebtedness contemplated herein (the "Pro
Forma Financial Statements"), together with a related funds flow statement,
which financial statements, Pro Forma Financial Statements and funds flow
statement shall be reasonably satisfactory to the Agents and the Required
Lenders.

          (b) On or prior to the Restatement Effective Date, there shall have
been delivered to the Administrative Agent detailed projected consolidated
financial statements of the U.S. Borrower and its Consolidated Subsidiaries
certified by the Chief Financial Officer of the U.S. Borrower for the five
Fiscal Years ended after the Restatement Effective Date (the "Projections"),
which Projections (x) shall reflect the forecasted consolidated financial
conditions and income and expenses of the U.S. Borrower and its Consolidated
Subsidiaries after giving effect to the Transaction and the related financing
thereof and the other transactions contemplated hereby and (y) shall be
reasonably satisfactory in form and substance to the Agents and the Required
Lenders.

          5.16 Payment of Fees. On the Restatement Effective Date, all costs,
fees and expenses, and all other compensation due to the Agents and the Lenders
(including, without limitation, legal fees and expenses) shall have been paid to
the extent then due.

          5.17 Consent Letter. On the Restatement Effective Date, the
Administrative Agent shall have received a letter from Corporation Service
Company, presently located at 80 State Street, Albany, New York, 12207,
substantially in the form of Exhibit N, indicating its consent to its
appointment by each New Foreign Subsidiary Guarantor as its agent to receive
service of process as specified in the Foreign Subsidiaries Guaranty.

          5.18 Intercreditor Agreement. On the Restatement Effective Date, each
Credit Party, the Collateral Agent, each ABL Credit Party and the ABL Collateral
Agent shall have duly authorized, executed and delivered the Intercreditor
Agreement in the form of Exhibit Q (as amended, modified, restated and/or
supplemented from time to time, the "Intercreditor Agreement"), and the
Intercreditor Agreement shall be in full force and effect on the Restatement
Effective Date.

          Section 6. Conditions Precedent to All Credit Events. The obligation
of each Lender to make Loans (including Loans made on the Restatement Effective
Date), the obligation of the each CL Lender to fund its Credit-Linked Deposit
and the obligation of an Issuing Lender to issue any Letter of Credit (including
any Existing Letters of Credit, deemed issued on the Restatement Effective Date
as contemplated by Section 2A.01(d)) and the obligation of a Bank Guaranty
Issuer to issue any Bank Guaranty (including Existing Bank Guaranties, deemed
issued on the Restatement Effective Date as contemplated by Section 2B.01(d)),
is subject, at the time


                                      -69-



of each such Credit Event (except as hereinafter indicated), to the satisfaction
of the following conditions:

          6.01 No Default; Representations and Warranties. At the time of each
such Credit Event and immediately after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein or in any other Credit Document shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

          6.02 Notice of Borrowing; Letter of Credit Request; etc. (a) Prior to
the making of each Loan, the Administrative Agent shall have received a Notice
of Borrowing meeting the requirements of Section 1.03.

          (b) Prior to the issuance of each Letter of Credit (other than the
Existing Letters of Credit), the Administrative Agent and the respective Issuing
Lender shall have received a Letter of Credit Request meeting the requirements
of Section 2A.03(a).

          (c) Prior to the issuance of each Bank Guaranty (other than the
Existing Bank Guaranties), the Administrative Agent and the respective Bank
Guaranty Issuer shall have received a Bank Guaranty Request meeting the
requirements of Section 2B.03(a).

          6.03 Incremental Term Loans. Prior to the incurrence of any
Incremental Term Loans, Holdings shall have satisfied (or caused to be
satisfied) all of the applicable conditions set forth in Section 1.15.

          The occurrence of the Restatement Effective Date and the acceptance of
the benefits or proceeds of each Credit Event shall constitute a representation
and warranty by each Credit Agreement Party to each Agent and each of the
Lenders that all the conditions specified in Section 5 (with respect to Credit
Events occurring on the Restatement Effective Date) and Section 6 (with respect
to Credit Events on and after the Restatement Effective Date) and applicable to
such Credit Event (other than such conditions that are expressly subject to the
satisfaction of the Agents and/or the Required Lenders) exist as of that time.
All of the Notes, certificates, legal opinions and other documents and papers
referred to in Sections 5 and 6, unless otherwise specified, shall be delivered
to the Administrative Agent at the Notice Office for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts or copies for each
of the Lenders and shall be in form and substance reasonably satisfactory to the
Lenders (as evidenced by their execution and delivery of this Agreement).

          Section 7. Representations and Warranties. In order to induce the
Lenders to enter into this Agreement, to make (and/or continue) the Loans, fund
the Credit-Linked Deposits and issue and/or participate in the Letters of Credit
and Bank Guaranties as provided for herein, each Credit Agreement Party makes
the following representations, warranties and agreements with the Lenders, in
each case after giving effect to the Transaction, all of which shall survive the
execution and delivery of this Agreement, the making of the Loans, the funding
of the Credit-


                                      -70-



Linked Deposits and the issuance (or deemed issuance) of the Letters of Credit
and Bank Guaranties (with the occurrence of the Restatement Effective Date and
each Credit Event on or after the Restatement Effective Date being deemed to
constitute a representation and warranty that the matters specified in this
Section 7 are true and correct in all material respects on and as of the
Restatement Effective Date and on and as of the date of each such Credit Event,
unless stated to relate to a specific earlier date in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date):

          7.01 Company Status. Each of Holdings and each of its Subsidiaries (i)
is a duly organized and validly existing Company in good standing (or its
equivalent) under the laws of the jurisdiction of its organization, (ii) has the
Company power and authority to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage and (iii) is
duly qualified and is authorized to do business and is in good standing (or its
equivalent) in all jurisdictions where it is required to be so qualified (or its
equivalent) and where the failure to be so qualified has had, or could
reasonably be expected to have, a Material Adverse Effect.

          7.02 Company Power and Authority. Each Credit Party and each
Subsidiary thereof has the Company power and authority to execute, deliver and
carry out the terms and provisions of the Documents to which it is a party and
has taken all necessary Company action to authorize the execution, delivery and
performance of the Documents to which it is a party. Each Credit Party and each
Subsidiary thereof has duly executed and delivered each Document to which it is
a party and each such Document constitutes the legal, valid and binding
obligation of such Credit Party enforceable in accordance with its terms, except
to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws generally
affecting creditors' rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).

          7.03 No Violation. (a) Neither the execution, delivery or performance
by any Credit Party or any Subsidiary thereof of the Documents to which it is a
party, nor compliance by any Credit Party or any such Subsidiary with the terms
and provisions thereof, nor the consummation of the transactions contemplated
herein or therein, (i) will contravene any material provision of any applicable
law, statute, rule or regulation, or any order, writ, injunction or decree of
any court or governmental instrumentality, (ii) will conflict or be inconsistent
with or result in any breach of, any of the terms, covenants, conditions or
provisions of, or constitute a default under, or (other than pursuant to the
Security Documents) result in the creation or imposition of (or the obligation
to create or impose) any Lien upon any of the material property or assets of
Holdings or any of its Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement, credit agreement or any other material
agreement, contract or instrument to which Holdings or any of its Subsidiaries
is a party or by which it or any of its material property or assets are bound or
to which it may be subject (including, without limitation, the ABL Credit
Documents, the Existing Senior Notes Documents, the Intermediate Holdco Credit
Documents, the other Existing Indebtedness Agreements and any Wellbeing Project
Financing Document, and, on and after the execution and delivery thereof, any
Permitted Senior Notes Indenture and any Permitted Refinancing Senior Notes
Document) or (iii) will violate any provision of the certificate of
incorporation, by-laws, certificate of partnership, partnership


                                      -71-



agreement, certificate of limited liability company, limited liability company
agreement or equivalent organizational document, as the case may be, of Holdings
or any of its Subsidiaries.

          (b) Without limiting the generality of the foregoing in Section
7.03(a):

          (i) this Agreement, together with the ABL Credit Agreement, constitute
(individually and collectively) the "Credit Agreement" under, and as defined in,
each Existing Senior Notes Indenture;

          (ii) the incurrence by the relevant Borrowers of the Loans and other
Indebtedness hereunder under on the Restatement Effective Date and on the date
of each subsequent Credit Event will not violate any of (I) Section 1014 of the
Existing 2009 Senior Notes Indenture or any other provision thereof, (II)
Section 4.9 of the Existing 2010 Senior Notes Indenture or any other provision
thereof, (III) Section 4.9 of the Existing 2011 Senior Notes Indenture or any
other provision thereof, or (IV) Section 1014 of the Existing 2013 Senior Notes
Indenture or any other provision thereof and, without limiting the foregoing, on
the Restatement Effective Date, neither the incurrence of any Loans to be
incurred on such date, nor the incurrence of Indebtedness in the full amount of
the commitments available under the ABL Credit Agreement and pursuant to the
Total Credit-Linked Commitment (as if, in each case, such commitments were fully
utilized on such date), would violate any of the sections specifically set forth
above (or any other provision) of the Existing Senior Notes Indentures;

          (iii) on the Restatement Effective Date, all Subsidiary Guarantors
which are Domestic Subsidiaries of the U.S. Borrower are "Restricted
Subsidiaries" under, and as defined in, each Existing Senior Notes Indenture and
have executed and delivered guaranties in accordance with the requirements of
the respective Existing Senior Notes Indentures; and

          (iv) for the purpose of the definition of "Permitted Indebtedness"
under, and as defined in, each Existing Senior Notes Indenture, on the
Restatement Effective Date no repayment of term loans and/or permanent
commitment reductions in the revolving credit portion of the Credit Agreement
(as defined therein) has theretofore occurred (whether prior to, or on, the
Restatement Effective Date) which has resulted in any reduction to the maximum
aggregate amount of Indebtedness permitted to be incurred pursuant to, or under,
the Credit Agreement (as defined therein) in accordance with the applicable
Existing Senior Notes Indenture.

          7.04 Litigation. There are no actions, suits, proceedings or
investigations pending or, to the knowledge of any Senior Officer, threatened
(i) with respect to any Credit Document, (ii) with respect to the Transaction or
any other Document or (iii) that have had, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. Additionally,
there does not exist any judgment, order or injunction prohibiting or imposing
material adverse conditions upon the occurrence of any Credit Event.

          7.05 Use of Proceeds; Margin Regulations. (a) The proceeds of the
Tranche B Term Loans and the Tranche C Term Loans shall be utilized by the U.S.
Borrower and the Bermuda Borrower, respectively, on the Restatement Effective
Date solely to finance the Refinancing and to pay fees and expenses incurred in
connection with the Transaction. All proceeds of Incremental Term Loans incurred
by each Incremental Term Loan Borrower shall be


                                      -72-



used for any purpose permitted under this Agreement, including, without
limitation, (i) to finance Permitted Acquisitions (and to pay the fees and
expenses related thereto) and to refinance any Indebtedness assumed as part of
any such Permitted Acquisitions (and to pay all accrued and unpaid interest
thereon, any prepayment premium associated therewith and the fees and expenses
related thereto), (ii) to prepay outstanding Loans in accordance with the terms
of this Agreement and to prepay outstanding ABL Loans in accordance with the
terms of the ABL Credit Agreement, (iii) for the Incremental Term Loan
Borrowers' and their respective Subsidiaries' ongoing working capital
requirements and general corporate purposes and (iv) in the case of Incremental
Term Loans incurred by the U.S. Borrower, to (x) make intercompany loans to
Intermediate Holdco pursuant to Section 9.05(xxi) to be utilized for the
purposes described in subclause (iv) thereof and/or (y) pay Dividends to
Intermediate Holdco pursuant to Section 9.06(ix) to be utilized for the purposes
described in subclause (v) thereof.

          (b) At the time of each Credit Event occurring on or after the
Restatement Effective Date, the aggregate value of all Margin Stock (other than
treasury stock) owned by Holdings and its Subsidiaries (for such purpose, using
the initial purchase price paid by Holdings or such Subsidiary for the
respective shares of Margin Stock) does not exceed $10,000,000. In addition, at
the time of each Credit Event occurring on or after the Restatement Effective
Date, the value of the Margin Stock at any time owned by Holdings and its
Subsidiaries does not exceed 25% of the value of the assets of Holdings and its
Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the
proceeds thereof nor the occurrence of any other Credit Event will violate or be
inconsistent with the provisions of Regulation T, Regulation U or Regulation X.

          7.06 Governmental Approvals. Except as may have been obtained or made
on or prior to the Restatement Effective Date (and which remain in full force
and effect on the Restatement Effective Date), no order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with, or exemption by, any foreign or domestic governmental or public body or
authority, or any subdivision thereof, is required to authorize or is required
in connection with (i) the execution, delivery and performance of any Document
or (ii) the legality, validity, binding effect or enforceability of any
Document.

          7.07 Investment Company Act. Neither Holdings nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

          7.08 Public Utility Holding Company Act. Neither Holdings nor any of
its Subsidiaries is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

          7.09 True and Complete Disclosure. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of Holdings or
any of its Subsidiaries in writing to any Agent or any Lender (including,
without limitation, all information contained in the Documents) for purposes of
or in connection with this Agreement, the other Documents or any transaction
contemplated herein or therein is, and all other such factual information (taken
as a whole) hereafter furnished by or on behalf of any such Persons in writing
to any Agent or any


                                      -73-



Lender will be, true and accurate in all material respects on the date as of
which such information is dated or certified and not incomplete by omitting to
state any material fact necessary to make such information (taken as a whole)
not misleading in any material respect at such time in light of the
circumstances under which such information was provided, it being understood and
agreed that for purposes of this Section 7.09, such factual information shall
not include the Projections or any projected financial information contained in
any financial projections delivered pursuant to Section 8.01(c).

          7.10 Financial Condition; Financial Statements. (a) On and as of the
Restatement Effective Date, on a pro forma basis after giving effect to the
Transaction and to all Indebtedness (including the Loans) incurred, and to be
incurred, and Liens created, and to be created, by each Credit Party in
connection therewith, with respect to each Borrower (on a stand-alone basis),
Holdings and its Subsidiaries (on a consolidated basis) and each Borrower and
its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair
valuation, of each Borrower (on a stand-alone basis), Holdings and its
Subsidiaries (on a consolidated basis) and each Borrower and its Subsidiaries
(on a consolidated basis) will exceed its or their debts, (y) it has or they
have not incurred nor intended to, nor believes or believe that it or they will,
incur debts beyond its or their ability to pay such debts as such debts mature
and (z) it or they will have sufficient capital with which to conduct its or
their business. For purposes of this Section 7.10(a), "debt" means any liability
on a claim, and "claim" means (i) right to payment, whether or not such a right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii)
right to an equitable remedy for breach of performance if such breach gives rise
to a payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured. The amount of contingent liabilities at any time shall be computed
as the amount that, in the light of all facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual
or matured liability.

          (b) (i) The audited consolidated statements of financial condition of
the U.S. Borrower and its Consolidated Subsidiaries at December 28, 2002,
January 3, 2004 and January 1, 2005 and the related consolidated statements of
income and cash flows and changes in shareholders' equity of the U.S. Borrower
and its Consolidated Subsidiaries for the fiscal years of the U.S. Borrower
ended on such dates, in each case furnished to the Lenders prior to the
Restatement Effective Date, present fairly in all material respects the
consolidated financial position of the U.S. Borrower and its Consolidated
Subsidiaries at the date of said financial statements and the results for the
respective periods covered thereby and (ii) the Pro Forma Financial Statements
present a good faith estimate of the consolidated pro forma financial condition
of the U.S. Borrower and its Consolidated Subsidiaries and the pro forma results
of operations of the U.S. Borrower and its Consolidated Subsidiaries for the
respective periods covered thereby (after giving effect to the Transaction at
the date thereof or for the period covered thereby). All of the financial
statements referred to in clause (i) of the immediately preceding sentence have
been prepared in accordance with U.S. GAAP consistently applied except to the
extent provided in the notes to said financial statements.


                                      -74-


          (c) Since December 31, 2005 (but after giving effect to the
Transaction as if same had occurred immediately prior thereto), nothing has
occurred that has had, or could reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.

          (d) Except as fully reflected in the financial statements described in
Section 7.10(b) and as otherwise permitted by Section 9.04, (i) there were as of
the Restatement Effective Date (and after giving effect to any Loans made on
such date), no liabilities or obligations with respect to Holdings or any of its
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in the
aggregate, could reasonably be expected to be material to Holdings and its
Subsidiaries taken as a whole and (ii) no Credit Agreement Party knows of any
basis for the assertion against Holdings or any of its Subsidiaries of any such
liability or obligation which, either individually or in the aggregate, has had,
or could reasonably be expected to have, a Material Adverse Effect.

          (e) The Projections have been prepared on a basis consistent with the
financial statements referred to in Section 7.10(b) and are based on good faith
estimates and assumptions made by the management of Holdings, and on the
Restatement Effective Date, the Borrowers believe that the Projections are
reasonable and attainable, it being recognized by the Lenders that such
projections of future events are not to be viewed as facts and that actual
results during the period or periods covered by any such Projections may differ
from the projected results contained therein. There is no fact known to any
Credit Agreement Party or any of its Subsidiaries which has had, or could
reasonably be expected to have, a Material Adverse Effect, which has not been
disclosed herein or in such other documents, certificates and statements
furnished to the Lenders for use in connection with the transactions
contemplated hereby.

          7.11 Security Interests. On and after the Restatement Effective Date,
each of the Security Documents creates (or after the execution and delivery
thereof will create), as security for the Obligations covered thereby, a valid
and enforceable perfected security interest in and Lien on all of the Collateral
subject thereto, superior to and prior to the rights of all third Persons, and
subject to no other Liens (except that, subject to the provisions of the
Intercreditor Agreement, (i) the Security Agreement Collateral may be subject to
Permitted Liens, (ii) the Pledge Agreement Collateral may be subject to the
Liens described in clauses (i) and (v) of Section 9.03 and clause (y) of Section
9.03(iii) and (iii) the security interest and mortgage lien created on any
Mortgaged Property may be subject to the Permitted Encumbrances related
thereto), in favor of the Collateral Agent (or such other trustee or sub-agent
as may be required or desired under local law). No filings or recordings are
required in order to perfect and/or render enforceable as against third parties
the security interests created under any Security Document except for filings or
recordings required in connection with any such Security Document which shall
have been made on or prior to the Restatement Effective Date or on or prior to
the execution and delivery thereof as contemplated by Sections 8.11, 8.12, 8.15
and 9.11.

          7.12 Compliance with ERISA. (a) Schedule V sets forth, as of the
Restatement Effective Date, each Plan and each Multiemployer Plan. Each Plan
(and each related trust, insurance contract or fund) is in compliance in all
respects with its terms and in all respects with all applicable laws, including,
without limitation, ERISA and the Code and in compliance with the following,
except to the extent that any such noncompliances, individually or in the
aggregate, would not result in a Material Adverse Effect; each Plan (and each
related


                                      -75-



trust, if any) which is intended to be qualified under Section 401(a) of the
Code has received a determination letter from the Internal Revenue Service to
the effect that it meets the requirements of Sections 401(a) and 501(a) of the
Code (or the sponsor has applied for such determination letter within the
remedial amendment period); (1) no Reportable Event has occurred; (2) to the
knowledge of any Senior Officer, no Multiemployer Plan is insolvent or in
reorganization; (3) no Plan has an Unfunded Current Liability; (4) no Plan which
is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated
funding deficiency, within the meaning of such sections of the Code or ERISA, or
has applied for or received a waiver of an accumulated funding deficiency or an
extension of any amortization period, within the meaning of Section 412 of the
Code or Section 303 or 304 of ERISA; (5) all required contributions with respect
to a Plan and a Multiemployer Plan have been made; (6) neither Holdings nor any
Subsidiary of Holdings nor any ERISA Affiliate has incurred any outstanding
material liability (including any indirect, contingent or secondary liability)
to or on account of a Plan or a Multiemployer Plan pursuant to Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any such
material liability under any of the foregoing sections with respect to any Plan
or a Multiemployer Plan; (7) no condition exists which presents a material risk
to Holdings or any Subsidiary of Holdings or any ERISA Affiliate of incurring a
material liability to or on account of a Plan or a Multiemployer Plan pursuant
to the foregoing provisions of ERISA and the Code; (8) no involuntary
proceedings have been instituted to terminate or appoint a trustee to administer
any Plan which is subject to Title IV of ERISA; (9) no action, suit, proceeding,
hearing, audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for benefits) is
pending, expected or threatened; (10) using actuarial assumptions and
computation methods consistent with Part 1 of subtitle E of Title IV of ERISA,
the aggregate liabilities of Holdings and its Subsidiaries and ERISA Affiliates
to any Multiemployer Plans in the event of a withdrawal therefrom, as of the
close of the most recent fiscal year of each such Multiemployer Plan ended prior
to the date of the most recent Credit Event would not exceed $10,000,000; (11)
each group health plan (as defined in Section 607(1) of ERISA or Section
4980B(g)(2) of the Code) which covers or has covered employees or former
employees of Holdings, any Subsidiary of Holdings, or any ERISA Affiliate has at
all times been operated in compliance with the provisions of Part 6 of subtitle
B of Title I of ERISA and Section 4980B of the Code other than any
non-compliance which would not result in a material liability to Holdings or any
Subsidiary of Holdings; (12) no lien imposed under the Code or ERISA on the
assets of Holdings or any Subsidiary of Holdings or any ERISA Affiliate exists,
is likely to arise on account of any Plan or any Multiemployer Plan; and (13)
and neither Holdings nor any Subsidiary of Holdings maintains or contributes to
(a) any employee welfare benefit plan (as defined in Section 3(1) of ERISA)
which provides benefits to retired employees and/or other former employees
(other than as required by Section 601 of ERISA) or (b) any Plan, the
obligations with respect to which could reasonably be expected to have a
Material Adverse Effect.

          (b) Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities, except to the
extent that such noncompliances, individually or in the aggregate, would not
result in a Material Adverse Effect. All required contributions with respect to
a Foreign Pension Plan have been made. Neither Holdings nor any of its
Subsidiaries


                                      -76-



has incurred any material outstanding obligation in connection with the
termination of or withdrawal from any Foreign Pension Plan. The present value of
the accrued benefit liabilities (whether or not vested) under each Foreign
Pension Plan, determined as of the end of Holdings' most recently ended fiscal
year on the basis of actuarial assumptions, each of which is reasonable, did not
exceed the current value of the assets of such Foreign Pension Plan allocable to
such benefit liabilities or alternatively, the Foreign Pension Plan is funded in
compliance with applicable law in all material respects and Holdings and its
Subsidiaries have established adequate reserves for the present value of such
accrued benefit liabilities under such Foreign Pension Plan in the financial
statements delivered pursuant to Section 8.01(a) and (b).

          7.13 Capitalization. (a) On the Restatement Effective Date and after
giving effect to the Transaction, the authorized capital stock of Holdings shall
consist of 1,000 shares of common stock, $.001 par value per share (such
authorized shares of common stock, together with any subsequently authorized
shares of common stock of Holdings, the "Holdings Common Stock"), of which 1000
shares are issued and outstanding. All such outstanding shares have been duly
and validly issued, are fully paid and nonassessable and free of preemptive
rights. As of the Restatement Effective Date, except as set forth on Part A of
Schedule X hereto, Holdings does not have outstanding any securities convertible
into or exchangeable for its capital stock or outstanding any rights to
subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock or any
stock appreciation or similar rights.

          (b) On the Restatement Effective Date and after giving effect to the
Transaction, all of the Equity Interests of Intermediate Holdco are owned by
Holdings and pledged pursuant to the U.S. Pledge Agreement. Intermediate Holdco
does not have outstanding any securities convertible into or exchangeable for
its Equity Interests or outstanding any rights to subscribe for or to purchase,
or any options for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its Equity Interests or any equity appreciation or
similar rights.

          (c) On the Restatement Effective Date and after giving effect to the
Transaction, the authorized capital stock of the U.S. Borrower shall consist of
1000 shares of common stock, $.001 par value per share, of which 1000 shares
were issued and outstanding, owned by Intermediate Holdco and delivered for
pledge pursuant to the U.S. Pledge Agreement. All such outstanding shares have
been duly and validly issued, are fully paid and nonassessable and free of
preemptive rights. The U.S. Borrower does not have outstanding any securities
convertible into or exchangeable for its capital stock or outstanding any rights
to subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock or any
stock appreciation or similar rights.

          (d) On the Restatement Effective Date and after giving effect to the
Transaction, the authorized capital stock of the Bermuda Borrower shall consist
of 2,319,640,170 shares of common stock, $.10 par value per share, of which
2,319,640,170 shares are issued and outstanding and owned indirectly by the
Bermuda Partnership. All such outstanding shares have been duly and validly
issued, are fully paid and nonassessable and free of preemptive rights. The
Bermuda Borrower does not have outstanding any securities convertible into or
exchangeable for


                                      -77-



its capital stock or outstanding any rights to subscribe for or to purchase, or
any options for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock or any stock appreciation or similar
rights.

          7.14 Subsidiaries. On and as of the Restatement Effective Date and
after giving effect to the Transaction, Holdings has no Subsidiaries other than
Westlake Wellbeing Company LLC, The California Wellbeing Institute, LLC and
Intermediate Holdco and its Subsidiaries, and Intermediate Holdco has no
Subsidiaries other than those Subsidiaries listed on Schedule VII. Schedule VII
correctly sets forth, as of the Restatement Effective Date and after giving
effect to the Transaction, (i) the percentage ownership (direct and indirect) of
Intermediate Holdco in each class of capital stock or other Equity Interests of
each of its Subsidiaries and also identifies the direct owner thereof and (ii)
the jurisdiction of organization of each such Subsidiary. All outstanding shares
of capital stock or other Equity Interests of each Subsidiary of Intermediate
Holdco have been duly and validly issued, are fully paid and non-assessable and,
in the case of Non-Wholly Owned Subsidiaries of the U.S. Borrower, have been
issued free of preemptive rights. Except as set forth on Part B of Schedule X
attached hereto, no Subsidiary of Intermediate Holdco has outstanding any
securities convertible into or exchangeable for its capital stock or other
Equity Interests or outstanding any right to subscribe for or to purchase, or
any options or warrants for the purchase of, or any agreement providing for the
issuance (contingent or otherwise) of or any calls, commitments or claims of any
character relating to, its capital stock or other Equity Interests or any stock
appreciation or similar rights. Except for the existing investments described on
Schedule VI, as of the Restatement Effective Date, neither Holdings nor any of
its Subsidiaries owns or holds, directly or indirectly, any capital stock or
equity security of, or any other Equity Interests in, any Person other than its
Subsidiaries indicated on Schedule VII.

          7.15 Intellectual Property, etc. Each of Holdings and each of its
Subsidiaries owns or has the right to use all domestic and foreign patents,
trademarks, permits, domain names, service marks, trade names, copyrights,
licenses, franchises, inventions, trade secrets, proprietary information and
know-how of any type, whether or not written (including, but not limited to,
rights in computer programs and databases) and formulas, or other rights with
respect to the foregoing, and has obtained assignments of all leases, licenses
and other rights of whatever nature, in each case necessary for the conduct of
its business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, individually or in the aggregate,
has had, or could reasonably be expected to have, a Material Adverse Effect.

          7.16 Compliance with Statutes; Agreements, etc. Each of Holdings and
each of its Subsidiaries is in compliance with (i) all applicable statutes,
regulations, rules and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property and (ii) all contracts and agreements
to which it is a party, except such non-compliances as have not had, and could
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

          7.17 Environmental Matters. (a) Each of Holdings and each of its
Subsidiaries has complied with, and on the date of each Credit Event is in
compliance with, all applicable Environmental Laws and the requirements of any
permits issued under such Environmental Laws


                                      -78-



and neither Holdings nor any of its Subsidiaries is liable for any material
penalties, fines or forfeitures for failure to comply with any of the foregoing.
There are no pending or past or, to the knowledge of any Senior Officer,
threatened Environmental Claims against Holdings or any of its Subsidiaries or
any Real Property owned, leased or operated by Holdings or any of its
Subsidiaries (including any such claim arising out of the ownership, lease or
operation by Holdings or any of its Subsidiaries of any Real Property formerly
owned, leased or operated by Holdings or any of its Subsidiaries but no longer
owned, leased or operated by Holdings or any of its Subsidiaries). There are no
facts, circumstances, conditions or occurrences on any Real Property owned,
leased or operated by Holdings or any of its Subsidiaries (including, to the
knowledge of a Senior Officer, any Real Property formerly owned, leased or
operated by Holdings or any of its Subsidiaries but no longer owned, leased or
operated by Holdings or any of its Subsidiaries) or on any property adjoining or
in the vicinity of any such Real Property that would reasonably be expected (i)
to form the basis of an Environmental Claim against Holdings or any of its
Subsidiaries or any such Real Property or (ii) to cause any such Real Property
to be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property by Holdings or any of its Subsidiaries
under any applicable Environmental Law.

          (b) Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported to or from, any Real Property owned, leased
or operated by Holdings or any of its Subsidiaries except in compliance with all
applicable Environmental Laws and in connection with the operation, use and
maintenance of such Real Property by Holdings' or such Subsidiary's business.
Hazardous Materials have not at any time been Released on or from any Real
Property owned, leased or operated by Holdings or any of its Subsidiaries or by
any person acting for or under contract to Holdings or any of its Subsidiaries,
or to the knowledge of any Credit Agreement Party, by any other Person in
respect of Real Property owned, leased or operated by Holdings or any of its
Subsidiaries (including, to the knowledge of any Credit Agreement Party, any
Real Property owned, leased or operated by Holdings or any of its Subsidiaries
but no longer owned, leased or operated by Holdings or any of its Subsidiaries),
except in compliance with all applicable Environmental Laws in all material
respects.

          (c) Notwithstanding anything to the contrary in this Section 7.17, the
representations made in this Section 7.17 shall only be untrue if the aggregate
effect of all conditions, failures, noncompliances, Environmental Claims,
Hazardous Materials, Releases and presence of underground storage tanks, in each
case of the types described above, has had, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

          7.18 Properties. All Real Property (other than Real Property with an
individual Fair Market Value less than $1,000,000 as of the Restatement
Effective Date) and vessels owned by Holdings or any of its Subsidiaries, and
all material leaseholds leased by Holdings or any of its Subsidiaries, in each
case as of the Restatement Effective Date and after giving effect to the
Transaction, and the nature of the interest therein, is correctly set forth in
Schedule III (and, to the extent that any such Real Property (or any portion
thereof) constitutes "Principal Property" (as defined in any of the Existing
Senior Note Indentures), Schedule III correctly identifies such Real Property
(or the applicable portion thereof) as "Principal Property"). Each of Holdings
and each of its Subsidiaries has good and marketable title to, or a validly
subsisting leasehold interest in, all material properties owned or leased by it,
including all Real Property and vessels reflected


                                      -79-



in Schedule III and in the financial statements (including the Pro Forma
Financial Statements) referred to in Section 7.10(b) (except (x) such properties
sold in the ordinary course of business since the dates of the respective
financial statements referred to therein, (y) such properties otherwise sold as
permitted by the terms of this Agreement and (z) such Real Properties owned by
the U.S. Borrower or any of its Subsidiaries which may be subject to immaterial
defects of title which do not impair the use of such Real Property or the
business conducted by the U.S. Borrower or such Subsidiary thereon), free and
clear of all Liens, other than Permitted Liens.

          7.19 Labor Relations. Neither Holdings nor any of its Subsidiaries is
engaged in any unfair labor practice that has had, or could reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect. There is (i) no unfair labor practice complaint pending against Holdings
or any of its Subsidiaries or, to the knowledge of any Senior Officer,
threatened against any of them, before the National Labor Relations Board or any
similar foreign tribunal or agency, and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending
against Holdings or any of its Subsidiaries or, to the knowledge of any Senior
Officer, threatened against any of them, (ii) no strike, labor dispute, slowdown
or stoppage pending against Holdings or any of its Subsidiaries or, to the
knowledge of any Senior Officer, threatened against Holdings or any of its
Subsidiaries and (iii) no union representation question existing with respect to
the employees of Holdings or any of its Subsidiaries and no union organizing
activities are taking place, except (with respect to any matter specified in
clause (i), (ii) or (iii) above, either individually or in the aggregate) such
as has not had, or could reasonably be expected to have, a Material Adverse
Effect.

          7.20 Tax Returns and Payments. Holdings and each of its Subsidiaries
has timely filed (including applicable extensions) with the appropriate taxing
authority, all material returns, statements, forms and reports for taxes (the
"Returns") required to be filed by or with respect to the income, properties or
operations of Holdings and each of its Subsidiaries. The Returns accurately
reflect in all material respects all liability for taxes of Holdings and each of
its Subsidiaries as a whole for the periods covered thereby. Holdings and each
of its Subsidiaries have paid all material taxes payable by them other than
those contested in good faith and adequately disclosed and for which adequate
reserves have been established in accordance with U.S. GAAP. Except as set forth
on Schedule XVI hereto, there is no action, suit, proceeding, investigation,
audit, or claim now pending or, to the knowledge of any Senior Officer,
threatened by any authority regarding any taxes relating to Holdings and each of
its Subsidiaries. Except as set forth on Schedule XVI hereto, neither Holdings
nor any of its Subsidiaries has entered into an agreement or waiver or been
requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of Holdings or any of
its Subsidiaries, or is aware of any circumstances that would cause the taxable
years or other taxable periods of Holdings or any of its Subsidiaries not to be
subject to the normally applicable statute of limitations.

          7.21 Scheduled Existing Indebtedness. Schedule IV sets forth a true
and complete list of all Indebtedness of Holdings and its Subsidiaries as of the
Restatement Effective Date and which is to remain outstanding after giving
effect to the Transaction and the incurrence of Loans and ABL Loans on such date
(exclusive of (i) Indebtedness pursuant to this Agreement and the other Credit
Documents, (ii) Indebtedness pursuant to the ABL Credit Agreement and the other
ABL Credit Documents, (iii) Indebtedness pursuant to the Existing Senior Notes


                                      -80-



Documents and the Intermediate Holdco Credit Documents, (iv) intercompany
Indebtedness pursuant to the Intercompany Distribution Transactions, (v)
Indebtedness of Holdings and/or any of its Subsidiaries of the types described
in clauses (viii), (xiii) and (xviii) of Section 9.04(b), (vi) Synthetic Lease
obligations arising under the lease entered into in connection with the
Sale-Leaseback Transaction, and (vii) immaterial Contingent Obligations of
Subsidiaries of the U.S. Borrower that represent guaranties of obligations other
than Indebtedness), in each case showing the aggregate principal amount thereof
(and the aggregate amount of any undrawn commitments with respect thereto) and
the name of the respective borrower and any other entity which directly or
indirectly guarantees such debt. Part A of Schedule IV lists all Indebtedness as
described in the immediately preceding sentence which is owed to Persons other
than Holdings or any of its Subsidiaries (after giving effect to the
consummation of the Transaction) (with all such Indebtedness being herein called
"Third Party Scheduled Existing Indebtedness") and Part B of Schedule IV lists
all Indebtedness as described in the immediately preceding sentence which is
owed to Holdings and its Subsidiaries as of February 25, 2006 (with all of such
Indebtedness being herein called "Intercompany Scheduled Existing
Indebtedness").

          7.22 Insurance. Set forth on Schedule VIII hereto is a true, correct
and complete summary of all insurance maintained by Holdings and its
Subsidiaries on and as of the Restatement Effective Date, with the amounts
insured (and any deductibles) set forth therein.

          7.23 Transaction. At the time of consummation thereof, each element of
the Transaction shall have been consummated in all material respects in
accordance with the terms of the relevant Documents therefor and all applicable
laws. At the time of consummation thereof, all consents and approvals of, and
filings and registrations with, and all other actions in respect of, all
governmental agencies, authorities or instrumentalities required in order to
make or consummate each element of the Transaction in accordance with the terms
of the relevant Documents therefor and all applicable laws have been obtained,
given, filed or taken and are or will be in full force and effect (or effective
judicial relief with respect thereto has been obtained). Additionally, there
does not exist any judgment, order or injunction prohibiting or imposing
material adverse conditions upon any element of the Transaction, the occurrence
of any Credit Event, or the performance by Holdings or any of its Subsidiaries
of their respective obligations under the Documents and in accordance with all
applicable laws.

          7.24 Special Purpose Corporations. (a) Holdings has no significant
assets (other than (v) cash and Cash Equivalents held by Holdings representing
proceeds from the Wellbeing Project Financing, (w) the Equity Interests of
Intermediate Holdco, Westlake Wellbeing Company LLC and The California Wellbeing
Institute, LLC, (x) after the issuance thereof, the Equity Interests of each of
the Unrestricted Wellbeing Joint Ventures, (y) Intercompany Notes evidencing
intercompany loans permitted to be made by Holdings pursuant to Section 9.05 and
(z) immaterial assets used for the performance of those activities permitted to
be performed by Holdings pursuant to Section 9.01(b)) or liabilities (other than
under this Agreement and the other Documents (including the ABL Credit
Documents) to which it is a party (including the Wellbeing Project Financing
Documents), those liabilities permitted to be incurred by Holdings pursuant to
Section 9.01(b) and, as and when issued from time to time in accordance with the
terms of this Agreement, under Shareholder Subordinated Notes).


                                      -81-



          (b) The Bermuda Partnership has no significant assets (other than
Equity Interests of its Subsidiaries and the immaterial assets used for the
performance of those activities permitted to be performed by it pursuant to
Section 9.01(c)) or liabilities (other than under this Agreement and the other
Credit Documents to which it is a party and those liabilities permitted to be
incurred by it pursuant to Section 9.01(c)); provided that notwithstanding the
foregoing, the Bermuda Partnership shall be permitted to (i) provide treasury,
accounting, logistic and other administrative support services to its Affiliates
on an arm's length basis and hold and retain cash earned in connection with the
provision of such services and (ii) receive and hold additional cash and Cash
Equivalents from its Subsidiaries and/or Affiliates, so long as, in the case of
this clause (ii), same are promptly (and in any event within one Business Day of
receipt thereof) loaned, distributed and/or contributed, subject to Section
9.01(d), to its Subsidiaries and/or Affiliates in accordance with the
requirements of Section 9.05 of this Agreement.

          (c) Intermediate Holdco has no significant assets (other than the
Equity Interests of the U.S. Borrower and Corporate Holdco, Intercompany Notes
evidencing intercompany loans permitted to be made by Intermediate Holdco
pursuant to Section 9.05 and immaterial assets used for the performance of those
activities permitted to be performed by Intermediate Holdco pursuant to Section
9.01(j)) or liabilities (other than under this Agreement and the other Documents
to which it is a party (including the Intermediate Holdco Credit Documents and
the ABL Credit Documents) and those liabilities permitted to be incurred by
Intermediate Holdco pursuant to Section 9.01(j)).

          (d) Corporate Holdco has no significant assets (other than immaterial
assets used for the performance of those activities permitted to be performed by
Corporate Holdco pursuant to Section 9.01(k)) or liabilities (other than under
this Agreement and the other Documents to which it is a party (including the
Intermediate Holdco Credit Documents and the ABL Credit Documents) and those
liabilities permitted to be incurred by Corporate Holdco pursuant to Section
9.01(k)).

          7.25 Subordination. (a) The subordination provisions contained in the
Existing Senior Notes Documents and, on and after the execution and delivery
thereof, the Permitted Senior Notes Documents and the Permitted Refinancing
Senior Notes Documents are enforceable against (i) the U.S. Subsidiary
Guarantors party thereto, (ii) in the case of any Permitted Senior Notes
Document or Permitted Refinancing Senior Notes Document providing for
subordination of the U.S. Borrower's obligations thereunder, the U.S. Borrower
and (iii) the holders of the Existing Senior Notes, the Permitted Senior Notes
or the Permitted Refinancing Senior Notes, as the case may be. All Guaranteed
Obligations (as defined in the U.S. Subsidiaries Guaranty) of the U.S.
Subsidiary Guarantors and, in the case of any Permitted Senior Notes Document or
Permitted Refinancing Senior Notes Document providing for subordination of the
U.S. Borrower's obligations thereunder, all Obligations of the Borrower under
the Credit Documents to which it is a party, are within the definitions of
"Guarantor Senior Debt" and "Designated Guarantor Senior Debt" or "Senior Debt"
and "Designated Senior Debt", as applicable, included in such subordination
provisions.

          (b) On and after the execution and delivery of the Shareholder
Subordinated Notes, the subordination provisions contained therein will be
enforceable against Holdings and the holders of the Shareholder Subordinated
Notes, and all Obligations of Holdings hereunder


                                      -82-



and under the other Credit Documents to which it is a party are within the
definitions of "Senior Debt" included in such subordination provisions.

          Section 8. Affirmative Covenants. Each Credit Agreement Party hereby
covenants and agrees that as of the Restatement Effective Date and thereafter
for so long as this Agreement is in effect and until the Total Commitment and
all Letters of Credit and Bank Guaranties have been terminated, and the Loans,
Notes and Unpaid Drawings and Unreimbursed Payments, together with interest,
Fees and all other Obligations (other than any indemnities described in Section
13.13 which are not then due and payable) incurred hereunder, are paid in full:

          8.01 Information Covenants. Holdings or the U.S. Borrower will
furnish, or will cause to be furnished, to the Administrative Agent (who shall
furnish to each Lender):

          (a) Quarterly Financial Statements. Within 3 Business Days following
     the 45th day after the close of the first three quarterly accounting
     periods in each Fiscal Year of the U.S. Borrower, (i) (x) the consolidated
     balance sheet of the U.S. Borrower and its Consolidated Subsidiaries as at
     the end of such quarterly accounting period and the related consolidated
     statements of income and of cash flows for such quarterly accounting period
     and for the elapsed portion of the Fiscal Year ended with the last day of
     such quarterly accounting period, in each case setting forth comparative
     figures for the corresponding quarterly accounting period in the prior
     Fiscal Year and the budgeted figures for such quarterly period as set forth
     in the respective financial projections theretofore delivered pursuant to
     Section 8.01(c), (y) the consolidated balance sheet of each Business
     Segment as at the end of such quarterly accounting period and the related
     consolidated statement of income of such Business Segment for such
     quarterly accounting period and for the elapsed portion of the Fiscal Year
     ended with the last day of such quarterly accounting period, in each case
     setting forth comparative figures for the corresponding quarterly
     accounting period in the prior Fiscal Year, and (z) the consolidated
     balance sheets of the U.S. Dole Group and the Non-U.S. Dole Group as at the
     end of such quarterly accounting period and the related consolidated
     statements of income of each such group for such quarterly accounting
     period and for the elapsed portion of the Fiscal Year ended with the last
     day of such quarterly accounting period, all of the foregoing of which
     shall be in reasonable detail and, in the case of the financial statements
     described in subclause (x) above, be certified by the senior financial
     officer or other Authorized Officer of Holdings or the U.S. Borrower that
     they fairly present in all material respects in accordance with U.S. GAAP
     the financial condition of the U.S. Borrower and its Consolidated
     Subsidiaries as of the dates indicated and the results of their operations
     and/or changes in their cash flows for the periods indicated, subject to
     normal year-end audit adjustments and the absence of footnotes and (ii)
     management's discussion and analysis of the important operational and
     financial developments during such quarterly accounting period; provided,
     however, that for any quarterly accounting period for which the U.S.
     Borrower has filed a Form 10-Q Report with the SEC and the Chief Financial
     Officer or other Authorized Officer of Holdings has delivered to the
     Administrative Agent a certificate certifying that the Parent Business
     Condition has been satisfied for such quarterly accounting period, the
     furnishing of (I) the U.S. Borrower's Form 10-Q Report filed with the SEC
     for such quarterly accounting period and (II) the


                                      -83-



     consolidated balance sheet of each Business Segment as at the end of such
     quarterly accounting period and the related consolidated statement of
     income of such Business Segment for such quarterly accounting period, shall
     satisfy the requirements of subclause (i) and (ii) of this Section 8.01(a).

          (b) Annual Financial Statements. Within 3 Business Days following the
     90th day after the close of each Fiscal Year of the U.S. Borrower (or, in
     the case of the Fiscal Year of the U.S. Borrower ended December 31, 2005,
     on the date on which the Credit Agreement Parties shall have filed a Form
     10-K Report with the SEC for such Fiscal Year (and, in any event, no later
     than April 28, 2006)), (i) (x) the consolidated balance sheet of the U.S.
     Borrower and its Consolidated Subsidiaries as at the end of such Fiscal
     Year and the related consolidated statements of income and stockholders'
     equity and of cash flows for such Fiscal Year and setting forth comparative
     consolidated figures for the preceding Fiscal Year and comparable budgeted
     figures for such Fiscal Year as set forth in the respective financial
     projections delivered pursuant to Section 8.01(c), (y) the consolidated
     balance sheet of each Business Segment as at the end of such Fiscal Year
     and the related consolidated statements of income of each Business Segment
     for such Fiscal Year and setting forth comparative consolidated figures for
     the preceding Fiscal Year and (z) the consolidated balance sheet of each of
     the U.S. Dole Group and the Non-U.S. Dole Group as at the end of such
     Fiscal Year and the related consolidated statements of income of each such
     group for such Fiscal Year and setting forth comparative consolidated
     figures for the preceding Fiscal Year, (ii) in the case of the financial
     statements referred to in subclause (i)(x) above (except for such
     comparable budgeted figures), together with a certification by Deloitte &
     Touche LLP or such other independent certified public accountants of
     recognized national standing as shall be acceptable to the Administrative
     Agent, in each case to the effect that (I) such statements fairly present
     in all material respects the financial condition of the U.S. Borrower and
     its Consolidated Subsidiaries as of the dates indicated and the results of
     their operations and changes in financial position for the periods
     indicated in conformity with U.S. GAAP applied on a basis consistent with
     prior years and (II) in the course of its regular audit of the business of
     the U.S. Borrower and its Consolidated Subsidiaries, which audit was
     conducted in accordance with U.S. GAAP (and made without qualification or
     expression of uncertainty, in each case as to going concern), no Default or
     Event of Default which has occurred and is continuing has come to their
     attention or, if such a Default or an Event of Default has come to their
     attention, a statement as to the nature thereof and (iii) management's
     discussion and analysis of the important operational and financial
     developments during such Fiscal Year; provided, however, that for any
     Fiscal Year for which the U.S. Borrower has filed a Form 10-K Report with
     the SEC and the Chief Financial Officer or other Authorized Officer of
     Holdings has delivered to the Administrative Agent a certificate (x)
     certifying that the Parent Business Condition has been satisfied during
     such Fiscal Year and (y) setting forth the aggregate amount of Dividends
     paid to Intermediate Holdco by the U.S. Borrower during such Fiscal Year
     pursuant to Sections 9.06(iii), (iv), (v) and (ix), the furnishing of (I)
     the U.S. Borrower's Form 10-K Report filed with the SEC for such Fiscal
     Year and (II) the consolidated balance sheet of each Business Segment as at
     the end of such Fiscal Year and the related consolidated statement of
     income of such Business Segment for such Fiscal Year, shall satisfy the
     requirements of subclause (i) and (iii) of this Section 8.01(b).


                                      -84-



          (c) Financial Projections, etc. Not more than 60 days after the
     commencement of each Fiscal Year of the U.S. Borrower, financial
     projections in form reasonably satisfactory to the Administrative Agent
     (including projected statements of income, sources and uses of cash and
     balance sheets, taking into account any Significant Asset Sales intended to
     be consummated during such Fiscal Year) prepared by the U.S. Borrower (i)
     for each of the four Fiscal Quarters of such Fiscal Year prepared in detail
     and (ii) for each of the immediately succeeding two Fiscal Years prepared
     in summary form, in each case, on a consolidated basis, for the U.S.
     Borrower and its Consolidated Subsidiaries and setting forth, with
     appropriate discussion, the principal assumptions upon which such financial
     projections are based.

          (d) Officer's Certificates. At the time of the delivery of the
     financial statements provided for in Sections 8.01(a) and (b) for each
     Fiscal Year ended on or after the Restatement Effective Date, a certificate
     of the Chief Financial Officer or other Authorized Officer of the U.S.
     Borrower to the effect that no Default or Event of Default exists or, if
     any Default or Event of Default does exist, specifying the nature and
     extent thereof, which certificate shall (i) if delivered in connection with
     the financial statements required by Section 8.01(a) or (b), set forth in
     reasonable detail (x) the calculations required to establish whether
     Holdings and its Subsidiaries were in compliance with the provisions of
     Sections 3.03(e) and (f), 4.02, 9.02, 9.04, 9.05 and 9.06 and (y) the
     calculation of the Senior Secured Leverage Ratio as at the last day of the
     respective Fiscal Quarter or Fiscal Year of the U.S. Borrower, as the case
     may be, (ii) if delivered with the financial statements required by Section
     8.01(b), set forth in reasonable detail (x) the amount of (and the
     calculations required to establish the amount of) Excess Cash Flow and
     Adjusted Excess Cash Flow for the respective Excess Cash Flow Payment
     Period, (y) the amount required to be paid pursuant to Section 4.02(f) on
     the relevant Excess Cash Payment Date and (z) the calculation of the Total
     Leverage Ratio as at the last day of the respective Fiscal Year of the U.S.
     Borrower, and (iii) certify that there have been no changes to Annexes A
     through G of the U.S. Security Agreement, Annexes A through G of the U.S.
     Pledge Agreement and the annexes or schedules to any other Security
     Document, in each case since the Restatement Effective Date or, if later,
     since the date of the most recent certificate delivered pursuant to this
     Section 8.01(d), or if there have been any such changes, a list in
     reasonable detail of such changes (but, in each case with respect to this
     clause (iii), only to the extent that such changes are required to be
     reported to the Collateral Agent pursuant to the terms of such Security
     Documents) and whether the Credit Agreement Parties and the other Credit
     Parties have otherwise taken all actions required to be taken by them
     pursuant to such Security Documents in connection with any such changes.

          (e) Notice of Default or Litigation. Promptly, and in any event within
     five Business Days after a Senior Officer obtains knowledge thereof, notice
     of (i) the occurrence of any event which constitutes a Default or an Event
     of Default, which notice shall specify the nature and period of existence
     thereof and what action Holdings or such Subsidiary proposes to take with
     respect thereto, (ii) any litigation or proceeding pending or threatened
     (x) against Holdings or any of its Subsidiaries which has had, or could
     reasonably be expected to have, a Material Adverse Effect or (y) with
     respect to any ABL Credit Document, any Existing Senior Notes Document, any
     Intermediate Holdco Credit


                                      -85-



     Document, any Wellbeing Project Financing Document or, on and after the
     execution and delivery thereof, any Permitted Senior Notes Document or any
     Permitted Refinancing Senior Notes Document, (iii) any Material
     Governmental Investigation pending or threatened against Holdings or any of
     its Subsidiaries and (iv) any other event, change or circumstance which has
     had, or could reasonably be expected to have, a Material Adverse Effect.

          (f) Management Letters. Promptly upon receipt thereof, a copy of any
     "management letter" submitted to Holdings or any of its Subsidiaries by its
     independent accountants in connection with any annual, interim or special
     audit made by them of the financial statements of Holdings or any of its
     Subsidiaries and management's responses thereto.

          (g) Environmental Matters. Within five Business Days after a Senior
     Officer obtains knowledge of any of the following (but only to the extent
     that any of the following, either individually or in the aggregate, has
     had, or could reasonably be expected to have, (a) a Material Adverse Effect
     or (b) a remedial cost to Holdings or any of its Subsidiaries in excess of
     $15,000,000), written notice of:

               (i) any pending or threatened Environmental Claim against
          Holdings or any of its Subsidiaries or any Real Property owned, leased
          or operated by Holdings or any of its Subsidiaries;

               (ii) any condition or occurrence on any Real Property owned,
          leased or operated by Holdings or any of its Subsidiaries that (x)
          results in noncompliance by Holdings or any of its Subsidiaries with
          any applicable Environmental Law or (y) could reasonably be
          anticipated to form the basis of an Environmental Claim against
          Holdings or any of its Subsidiaries or any such Real Property;

               (iii) any condition or occurrence on any Real Property owned,
          leased or operated by Holdings or any of its Subsidiaries that could
          reasonably be anticipated to cause such Real Property to be subject to
          any restrictions on the ownership, lease, occupancy, use or
          transferability by Holdings or such Subsidiary, as the case may be, of
          its interest in such Real Property under any Environmental Law; and

               (iv) the taking of any removal or remedial action in response to
          the actual or alleged presence of any Hazardous Material on any Real
          Property owned, leased or operated by Holdings or any of its
          Subsidiaries.

     All such notices shall describe in reasonable detail the nature of the
     claim, investigation, condition, occurrence or removal or remedial action
     and Holdings' response or proposed response thereto. In addition, the U.S
     Borrower agrees to provide the Lenders (by delivery to the Administrative
     Agent) with copies of such detailed reports relating to any of the matters
     set forth in clauses (i)-(iv) above as may reasonably be requested by the
     Administrative Agent or any Lender.


                                      -86-



          (h) Reports. Within 3 Business Days following transmission thereof,
     copies of any filings and registrations with, and reports to, the SEC by
     Holdings or any of its Subsidiaries and copies of all financial statements,
     proxy statements, notices and reports as Holdings or any of its
     Subsidiaries shall send generally to the holders of Indebtedness or
     (following the public issuance of Equity Interests of Holdings or any of
     its Subsidiaries) their Equity Interests in their capacity as such holders
     (to the extent not theretofore delivered to the Lenders pursuant to this
     Agreement).

          (i) New Subsidiaries; etc. Within 3 Business Days after the 45th day
     following the close of each of the first three Fiscal Quarters of each
     Fiscal Year of Holdings and within 3 Business Days after the 45th day
     following the close of each Fiscal Year of Holdings, (w) a list showing
     each Material Foreign Subsidiary of Holdings which has not theretofore
     become party to the Foreign Subsidiaries Guaranty or any Security Document,
     (x) a list showing each Subsidiary of Holdings established, created or
     acquired during the respective Fiscal Quarter or Fiscal Year (and
     specifying whether such Subsidiary is a Material Foreign Subsidiary), and
     each Subsidiary which has had any Equity Interests transferred during the
     respective Fiscal Quarter or Fiscal Year (in each case describing in
     reasonable detail the respective transfer of Equity Interests), in each
     case naming the direct owner of all Equity Interests in such Subsidiary and
     describing such Equity Interests in reasonable detail, and certifying that
     each such Subsidiary, and each Credit Party which owns any Equity Interests
     therein, has taken all actions, if any, required pursuant to Sections 8.11
     and 9.11 and the relevant Security Documents and certifying Holdings'
     compliance with the provisions of Section 8.18, (y) a list of each Domestic
     Subsidiary of Holdings, if any, which has not been transferred to Holdings
     or one or more Qualified U.S. Obligors pursuant to the requirements of
     Section 8.18(a) (by virtue of the first proviso to the second sentence of
     said Section 8.18(a)), and specifically stating the reasons therefor and
     (z) a list of each Foreign Subsidiary organized under any Qualified
     Non-U.S. Jurisdiction, if any, which has not been transferred to one or
     more Qualified Non-U.S. Obligors pursuant to the requirements of Section
     8.18(b) (by reason of the first proviso to the first sentence of said
     Section 8.18(b)), and specifically stating the reasons therefor.

          (j) Annual Meetings with Lenders. At the request of the Administrative
     Agent, Holdings shall, within 120 days after the close of each Fiscal Year
     of the U.S. Borrower, hold a meeting (which may be by conference call or
     teleconference), at a time and place selected by Holdings and reasonably
     acceptable to the Administrative Agent, with all of the Lenders that choose
     to participate, to review the financial results of the previous Fiscal Year
     and the financial condition of the U.S. Borrower and its Subsidiaries and
     the budgets presented for the current Fiscal Year of the U.S. Borrower and
     its Subsidiaries.

          (k) Notice of Commitment Reductions and Mandatory Repayments. On or
     prior to the date of any reduction to Commitments or any mandatory
     repayment of outstanding Term Loans pursuant to Sections 4.02(c) through
     (f), inclusive, Holdings or the U.S. Borrower shall provide written notice
     of the amount of the respective reduction or repayment, as the case may be,
     to the Commitments or the outstanding Term Loans, as applicable, and the
     calculations therefor (in reasonable detail).


                                      -87-


          (l) Hedging Agreements. At the time of the delivery of the financial
     statements provided for in Section 8.01(b), a schedule of all Interest Rate
     Protection Agreements and Other Hedging Agreements entered into by Holdings
     or any of its Subsidiaries with any Lender and/or any of its affiliates.

          (m) Other Information. From time to time, such other information or
     documents (financial or otherwise) with respect to Holdings or its
     Subsidiaries as the Administrative Agent or any Lender may reasonably
     request; provided that the tax opinion delivered by Deloitte & Touche LLP
     referenced in Section 8.01(n) of the Original Credit Agreement shall only
     be made available for review by any Lender requesting same at the
     headquarters of Holdings.

          (n) Compliance with Section 13.27. On or prior to the 90th day after
     the Restatement Effective Date (or such later date as the Administrative
     Agent shall determine), an appropriate officer in the legal department of
     Holdings or the U.S. Borrower shall provide a written certification of
     compliance with all post-closing requirements set forth in Section 13.27
     (including those actions required pursuant to Schedule XVIII), specifically
     listing any items where such compliance has not yet occurred (and, with
     respect to any such items where compliance has not yet occurred, stating
     the time frame in which it is expected that such actions shall be taken and
     the reasons such actions have not been completed). Without excusing any
     failure to comply with Section 13.27, if the certification provided above
     does not establish complete compliance with all requirements of Section
     13.27 (and Schedule XVIII), Holdings or the U.S. Borrower shall cause an
     appropriate officer in its legal department to furnish monthly updates
     thereafter, in each case showing in reasonable detail all compliances (and
     any non-compliances) with the requirements of Section 13.27. Such
     certifications shall no longer be required after the date upon which
     Holdings or the U.S. Borrower certifies that all actions required be taken
     pursuant to Section 13.27 (and Schedule XVIII) have been completed.

          8.02 Books, Records and Inspections. Each Credit Agreement Party will,
and will cause each of its Subsidiaries to, keep proper books of record and
accounts in which full, true and correct entries which permit the preparation of
financial statements in accordance with U.S. GAAP and which conform to all
requirements of law, shall be made of all dealings and transactions in relation
to its business and activities. Each Credit Agreement Party will, and will cause
each of its Subsidiaries to, permit officers and designated representatives of
any Agent or, if any Specified Default or any Event of Default then exists, any
Lender, to visit and inspect, under guidance of officers of such Credit
Agreement Party or such Subsidiary, any of the properties of such Credit
Agreement Party or such Subsidiary, and to examine the books of account of such
Credit Agreement Party or such Subsidiary and discuss the affairs, finances and
accounts of such Credit Agreement Party or such Subsidiary with, and be advised
as to the same by, its and their officers and independent accountants, all upon
reasonable prior notice and at such reasonable times and intervals and to such
reasonable extent as such Agent or such Lender may reasonably request.

          8.03 Insurance. (a) Each Credit Agreement Party will, and will cause
each of its Subsidiaries to, (i) maintain, with financially sound and reputable
insurance companies,


                                      -88-



insurance on all its property in at least such amounts and against at least such
risks as is consistent and in accordance with industry practice and (ii) furnish
to the Administrative Agent, upon request by the Administrative Agent or any
Lender, full information as to the insurance carried. Such insurance shall in
any event include physical damage insurance on all real and personal property
(whether now owned or hereafter acquired) on an all risk basis and business
interruption insurance.

          (b) Each Credit Agreement Party will, and will cause each of its
Subsidiaries to, at all times keep the respective property of such Credit
Agreement Party and its Subsidiaries insured in favor of the Collateral Agent,
and all policies or certificates with respect to such insurance (and any other
insurance maintained by, or on behalf of, any Credit Agreement Party or any of
its Subsidiaries) (i) shall be endorsed to the Collateral Agent's satisfaction
for the benefit of the Collateral Agent (including, without limitation, by
naming the Collateral Agent as certificate holder, mortgagee and loss payee with
respect to real property, certificate holder and loss payee with respect to
personal property, additional insured with respect to general liability and
umbrella liability coverage and certificate holder with respect to workers'
compensation insurance), (ii) shall state that such insurance policies shall not
be canceled or materially changed without at least 30 days' prior written notice
thereof by the respective insurer to the Collateral Agent and (iii) shall be
deposited with the Collateral Agent.

          (c) If any Credit Agreement Party or any of its Subsidiaries shall
fail to maintain all insurance in accordance with this Section 8.03, or if any
Credit Agreement Party or any of its Subsidiaries shall fail to so name the
Collateral Agent as an additional insured, mortgagee or loss payee, as the case
may be, or so deposit all certificates with respect thereto, the Administrative
Agent and/or the Collateral Agent shall have the right (but shall be under no
obligation), upon ten Business Days' notice to Holdings or the U.S. Borrower, to
procure such insurance, and the Credit Agreement Parties agree jointly and
severally to reimburse the Administrative Agent or the Collateral Agent, as the
case may be, for all costs and expenses of procuring such insurance.

          8.04 Payment of Taxes. Each Credit Agreement Party will pay and
discharge, and will cause each of its Subsidiaries to pay and discharge, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any properties belonging to it, in each case on a
timely basis, and all lawful claims which, if unpaid, might become a lien or
charge upon any properties of the Credit Agreement Parties or any of their
Subsidiaries not otherwise permitted under Section 9.03(i); provided that no
Credit Agreement Party or any of its Subsidiaries shall be required to pay any
such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings if it has maintained adequate reserves with
respect thereto in accordance with U.S. GAAP.

          8.05 Existence; Franchises. Each Credit Agreement Party will do, and
will cause each of its Subsidiaries to do, or cause to be done, all things
necessary to preserve and keep in full force and effect its existence and its
material rights, franchises, authorities to do business, licenses,
certifications, accreditations and patents; provided, however, that nothing in
this Section 8.05 shall prevent (i) sales of assets and other transactions by
Holdings or any of its Subsidiaries in accordance with Section 9.02, (ii) the
withdrawal by Holdings or any of its Subsidiaries of its qualification as a
foreign corporation, partnership or limited liability company,


                                      -89-



as the case may be, in any jurisdiction where such withdrawal could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect or (iii) the dissolution of the Excluded Domestic Subsidiary or
any Excluded Foreign Subsidiary.

          8.06 Compliance with Statutes; etc. (a) Each Credit Agreement Party
will, and will cause each of its Subsidiaries to, comply with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except for such noncompliances as,
individually or in the aggregate, have not had, and could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

          (b) Within 5 Business Days after each Credit Agreement Party is
required by applicable law, statute, rule or regulation, such Credit Agreement
Party shall file (or cause to be filed) with the SEC all reports, financial
information and certifications required by applicable law, statute, rule or
regulation.

          8.07 Compliance with Environmental Laws. (a) (i) Each Credit Agreement
Party will comply, and will cause each of its Subsidiaries to comply, in all
material respects with all Environmental Laws applicable to the ownership or use
of its Real Property and vessels now or hereafter owned, leased or operated by
such Credit Agreement Party or any of its Subsidiaries, will promptly pay or
cause to be paid all costs and expenses incurred in connection with such
compliance, and will keep or cause to be kept all such Real Property and vessels
free and clear of any Liens imposed pursuant to such Environmental Laws and (ii)
neither any Credit Agreement Party nor any of its Subsidiaries will generate,
use, treat, store, Release or dispose of, or permit the generation, use,
treatment, storage, Release or disposal of, Hazardous Materials on any Real
Property or vessels owned, leased or operated by such Credit Agreement Party or
any of its Subsidiaries, or transport or permit the transportation of Hazardous
Materials to or from any such Real Property, except as required in the ordinary
course of business of Holdings and its Subsidiaries as conducted on the Original
Effective Date and as allowed by (and in compliance with) applicable law or
regulation and except for any failures to comply with the requirements specified
in clause (i) or (ii) above, which, either individually or in the aggregate,
have not had, and could not reasonably be expected to have, a Material Adverse
Effect. If Holdings or any of its Subsidiaries, or any tenant or occupant of any
Real Property or vessel owned, leased or operated by Holdings or any of its
Subsidiaries, causes or permits any intentional or unintentional act or omission
resulting in the presence or Release of any Hazardous Material (except in
compliance with applicable Environmental Laws), each Credit Agreement Party
agrees to undertake, and/or to cause any of its Subsidiaries, tenants or
occupants to undertake, at their sole expense, any clean up, removal, remedial
or other action required pursuant to Environmental Laws to remove and clean up
any Hazardous Materials from any Real Property or vessel except where the
failure to do so has not had, and could not reasonably be expected to have, a
Material Adverse Effect.

          (b) At the written request of the Administrative Agent or the Required
Lenders, which request shall specify in reasonable detail the basis therefor
(which may not simply be a desire for periodic review), at any time and from
time to time, the Credit Agreement Parties will provide, at their sole cost and
expense, an environmental site assessment report concerning any Real Property
now or hereafter owned, leased or operated by Holdings or any of


                                      -90-



its Subsidiaries, prepared by an environmental consulting firm reasonably
approved by the Administrative Agent, addressing the matters which gave rise to
such request and estimating the potential costs of any removal, remedial or
other corrective action in connection with any such matter. If a Credit
Agreement Party fails to provide the same within 45 days after such request was
made, the Administrative Agent may order the same, and the Credit Agreement
Parties shall grant and hereby do grant, to the Administrative Agent and the
Lenders and their agents, access to such Real Property and specifically grant
the Administrative Agent and the Lenders and their agents an irrevocable
non-exclusive license, subject to the right of tenants, to undertake such an
assessment, all at the Credit Agreement Parties' joint and several expense.

          8.08 ERISA. As soon as possible and, in any event, within twenty (20)
Business Days after Holdings, any Subsidiary of Holdings or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, Holdings
will deliver to the Administrative Agent written notice of the chief financial
officer, vice president of human resources or other Authorized Officer of the
U.S. Borrower setting forth, to the extent known, and in reasonable detail, such
occurrence and the action, if any, that Holdings, such Subsidiary or such ERISA
Affiliate is required or proposes to take, together with any notices required or
proposed to be given to or filed by Holdings, such Subsidiary, the Plan
administrator or such ERISA Affiliate to or with, the PBGC or any other
governmental agency, or a Plan or Multiemployer Plan participant, and any
notices received by Holdings, such Subsidiary or ERISA Affiliate from the PBGC
or other governmental agency or a Plan or Multiemployer Plan participant or the
Plan administrator with respect thereto: that a Reportable Event has occurred
(except to the extent that Holdings has previously delivered to the
Administrative Agent a notice (if any) concerning such event pursuant to the
next clause hereof); that a contributing sponsor (as defined in Section
4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the
advance reporting requirement of PBGC Regulation Section 4043.61 (without regard
to subparagraph (b)(1) thereof), and an event described in subsection .62, .63,
..64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected
to occur with respect to such Plan within the following 30 days; that an
accumulated funding deficiency, within the meaning of Section 412 of the Code or
Section 302 of ERISA, has been incurred or an application may be or has been
made for a waiver or modification of the minimum funding standard (including any
required installment payments) or an extension of any amortization period under
Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan;
that any contribution required to be made with respect to a Plan or
Multiemployer Plan or Foreign Pension Plan has been made more than sixty (60)
days late; that a Plan or Multiemployer Plan has been or may be involuntarily
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; that a Plan or Multiemployer Plan has a material Unfunded Current
Liability; that involuntary proceedings may be or have been instituted to
terminate or appoint a trustee to administer a Plan which is subject to Title IV
of ERISA; that an involuntary proceeding has been instituted pursuant to Section
515 of ERISA to collect a delinquent contribution to a Plan or Multiemployer
Plan; that Holdings, any Subsidiary of Holdings or any ERISA Affiliate will or
may incur any material liability (including any indirect, contingent, or
secondary liability) to or on account of the termination of or withdrawal from a
Plan or Multiemployer Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or
4212 of ERISA or with respect to a Plan or Multiemployer Plan under Section
401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of
ERISA or with respect to a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or
that Holdings


                                      -91-



or any Subsidiary of Holdings may incur any liability pursuant to any employee
welfare benefit plan (as defined in Section 3(1) of ERISA) that provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any Plan or any Foreign Pension Plan in addition to
the liability that existed on the Restatement Effective Date pursuant to any
such plan or plans by an amount that would be material to Holdings or any
Subsidiary of Holdings. To the extent that the financial statements set forth
with particularity a liability for which notice would otherwise be required to
be given hereunder, a separate notice thereof shall not be required hereunder.
At the request of the Administrative Agent, Holdings and the U.S. Borrower will
deliver to the Administrative Agent copies of any records, documents or other
information that must be furnished to the PBGC with respect to any Plan pursuant
to Section 4010 of ERISA. Holdings and the U.S. Borrower will also deliver upon
written request to the Administrative Agent a complete copy of the annual report
(on Internal Revenue Service Form 5500-series) of each Plan (including, to the
extent required, the related financial and actuarial statements and opinions and
other supporting statements, certifications, schedules and information) required
to be filed with the Internal Revenue Service. In addition to any notices
delivered to the Administrative Agent pursuant to the first sentence hereof,
copies of annual reports and any records, documents or other information
required to be furnished to the PBGC or any other government agency, and any
material notices received by Holdings, any Subsidiary of Holdings or any ERISA
Affiliate with respect to any Plan or Foreign Pension Plan or received from any
government agency or plan administrator or sponsor or trustee with respect to
any Multiemployer Plan, shall, upon request of the Administrative Agent, be
delivered to the Administrative Agent no later than twenty (20) Business Days
after the date of such request. Holdings and each of its applicable Subsidiaries
shall ensure that all Foreign Pension Plans administered by it or into which it
makes payments obtain or retain (as applicable) registered status under and as
required by applicable law and is administered in a timely manner in all
respects in compliance with all applicable laws except where the failure to do
any of the foregoing has not had, and could not reasonably be expected to have,
a Material Adverse Effect.

          8.09 Good Repair. Each Credit Agreement Party will, and will cause
each of its Subsidiaries to, ensure that its material properties and equipment
required to be used in its business are kept in reasonably good repair, working
order and condition, ordinary wear and tear excepted, and that from time to time
there are made in such properties and equipment all needful and proper repairs,
renewals, replacements, extensions, additions, betterments and improvements
thereto, to the extent and in the manner useful or customary for companies in
similar businesses.

          8.10 End of Fiscal Years; Fiscal Quarters. Each Credit Agreement Party
will cause (i) each of its, and each of its Subsidiaries', fiscal years to end
on the Saturday closest to December 31 of each calendar year and (ii) each of
its, and each of its Subsidiaries', fiscal quarters to end on the last day of
each period described in the definition of "Fiscal Quarter"; provided that
Foreign Subsidiaries of Holdings (other than the Bermuda Borrower and the
Bermuda Partnership) shall not be required to maintain the fiscal year and
fiscal quarter ends described above if it is not practicable for such Foreign
Subsidiary to maintain same as a result of foreign statutes, rules or law
applicable to such Foreign Subsidiary.

          8.11 Additional Security; Additional Guaranties; Actions with Respect
to Non-Guarantor Subsidiaries; Further Assurances. (a) Each Credit Agreement
Party will, and will cause its Subsidiaries which are Credit Agreement Parties
or Subsidiary Guarantors to, grant


                                      -92-



to the Collateral Agent security interests and mortgages (each, an "Additional
Mortgage") in: (i) each vessel acquired by such Person after the Initial
Borrowing Date and having a value (for such purpose, using the initial purchase
price paid by such Person for such vessel) in excess of $5,000,000, (ii) such
fee-owned (or the equivalent) Real Property acquired by such Person after the
Initial Borrowing Date and having a value (for such purpose, using the initial
purchase price paid by such Person for such Real Property) in excess of
$10,000,000 which is not covered by the original Mortgages or Foreign Security
Agreements, as appropriate and (iii) such Leasehold Properties to which a
respective landlord has granted its consent to the delivery of a Mortgage over
such Leasehold Properties (each such Real Property referred to in preceding
clause (ii) and this clause (iii), an "Additional Mortgaged Property");
provided, however that if the aggregate value of all Second-Tier Material Real
Properties (for such purpose, using the initial purchase price paid by such
Person for the respective Second-Tier Material Real Property) acquired by such
Persons after the Initial Borrowing Date which are not then covered by Mortgages
or Foreign Security Agreements, as appropriate, equals or exceeds $20,000,000,
each Credit Agreement Party and each Subsidiary Guarantor shall grant to the
Collateral Agent security interests and mortgages in all such Second-Tier
Material Real Properties owned by any such Person which are not then covered by
Mortgages or Foreign Security Agreements, as appropriate (and not just those
required to reduce the aggregate value of all Second-Tier Material Real
Properties (determined as provided above) at such time below $20,000,000). All
such Additional Mortgages shall be granted pursuant to documentation
substantially in the form of a relevant existing Mortgage (or, in the case of
Additional Mortgaged Properties located in a jurisdiction outside the United
States, the relevant Foreign Security Agreement covering Real Property located
in such jurisdiction (if any) delivered to the Administrative Agent on the
Initial Borrowing Date) or in such other form as is reasonably satisfactory to
the Administrative Agent. All such Additional Mortgages shall constitute valid
and enforceable first priority perfected Liens, superior to and prior to the
rights of all third Persons and subject to no other Liens (except as are
permitted by Section 9.03), in favor of the Collateral Agent (or such other
trustee or sub-agent as may be required or desired under local law). The
Additional Mortgages or instruments related thereto shall be duly recorded or
filed in such manner and in such places as are required by law to create,
maintain, effect, perfect, preserve, maintain and protect the Liens in favor of
the Collateral Agent required to be granted pursuant to the Additional Mortgages
and all taxes, fees and other charges payable in connection therewith shall be
paid in full. Notwithstanding any "after-acquired property" covenant contained
in any Foreign Security Document requiring the grant of a mortgage in
"after-acquired" Real Property of any Foreign Credit Party in favor of the
Collateral Agent, no Foreign Credit Party shall be required to grant to the
Collateral Agent an Additional Mortgage in any Real Property of such Foreign
Credit Party acquired after the Initial Borrowing Date as otherwise required by
the respective Foreign Security Document unless and until the grant of such
Additional Mortgage would otherwise be required pursuant to the terms of this
Section 8.11(a).

          (b) Each Credit Agreement Party will, and will cause each of its
Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file
and/or deliver to the Collateral Agent from time to time such vouchers,
invoices, schedules, confirmatory assignments, confirmatory conveyances,
financing statements, transfer endorsements, confirmatory powers of attorney,
certificates, reports and other assurances or confirmatory instruments and take
such further steps relating to the Collateral covered by any of the Security
Documents as the Collateral Agent may reasonably require pursuant to this
Section 8.11. Furthermore, each Credit


                                      -93-



Agreement Party will cause to be delivered to the Collateral Agent such opinions
of counsel and other related documents as may be reasonably requested by the
Collateral Agent to assure itself that this Section 8.11 has been complied with.

          (c) Subject to the provisions of following clauses (g) and (h), if (w)
at any time any Domestic Subsidiary of Holdings is created, established or
acquired, such Subsidiary shall be required to execute and deliver counterparts
of the U.S. Subsidiaries Guaranty, the Intercompany Subordination Agreement, the
Intercreditor Agreement and such Security Documents as would have been entered
into by the respective Subsidiary if same had been a U.S. Subsidiary Guarantor
under the Original Credit Agreement on the Initial Borrowing Date (with
appropriate changes to reflect the amendment and restatement of this Agreement
on the Restatement Effective Date and any subsequent modification hereto), and
in each case shall take all action in connection therewith as would otherwise
have been required to be taken pursuant to Section 5 of the Original Credit
Agreement if such Subsidiary had been a U.S. Subsidiary Guarantor under the
Original Credit Agreement on the Initial Borrowing Date, (x) at any time any
Subsidiary of Holdings organized under the laws of any Qualified Non-U.S.
Jurisdiction is created, established or acquired, such Subsidiary shall be
required to execute and deliver counterparts of the Foreign Subsidiaries
Guaranty, the Intercompany Subordination Agreement and such Security Documents
as would have been entered into by the respective Subsidiary if same had been a
Foreign Subsidiary Guarantor under the Original Credit Agreement on the Initial
Borrowing Date (with appropriate changes to reflect the amendment and
restatement of this Agreement on the Restatement Effective Date and any
subsequent modification hereto) (determined in accordance with the criteria
described in Sections 5.15, 5.17 and 5.18(b) of the Original Credit Agreement),
and in each case shall take all action in connection therewith as would
otherwise have been required to be taken pursuant to Section 5 of the Original
Credit Agreement if such Subsidiary had been a Foreign Subsidiary Guarantor
under the Original Credit Agreement on the Initial Borrowing Date (with
appropriate changes to reflect the amendment and restatement of this Agreement
on the Restatement Effective Date and any subsequent modification hereto), (y)
at any time any Subsidiary of Holdings organized under the laws of any
Non-Qualified Jurisdiction in which a Foreign Subsidiary Guarantor under the
Original Credit Agreement was organized on the Initial Borrowing Date is
created, established or acquired, such Subsidiary shall be required to execute
and deliver counterparts of the Foreign Subsidiaries Guaranty and, in each case,
unless the Administrative Agent otherwise agrees based on advice of local
counsel, the Intercompany Subordination Agreement and such Security Documents as
would have been entered into by the respective Subsidiary if same had been a
Foreign Subsidiary Guarantor under the Original Credit Agreement organized under
the laws of such Non-Qualified Jurisdiction on the Initial Borrowing Date (with
appropriate changes to reflect the amendment and restatement of this Agreement
on the Restatement Effective Date and any subsequent modification hereto)
(determined in accordance with the criteria described in Sections 5.15, 5.17 and
5.18(b) of the Original Credit Agreement), and in each case shall take all
action in connection therewith as would otherwise have been required to be taken
pursuant to Section 5 of the Original Credit Agreement if such Subsidiary had
been a Foreign Subsidiary Guarantor under the Original Credit Agreement
organized under the laws of such Non-Qualified Jurisdiction on the Initial
Borrowing Date (with appropriate changes to reflect the amendment and
restatement of this Agreement on the Restatement Effective Date and any
subsequent modification hereto) and (z) if at any time after the Initial
Borrowing Date any jurisdiction is added to the list of Qualified Jurisdictions
in accordance with the definition thereof contained herein, then at the


                                      -94-



time of such designation each Foreign Subsidiary of Holdings organized under the
laws of such Qualified Jurisdiction (with such exceptions as may be satisfactory
to the Administrative Agent or the Required Lenders) shall be required to become
a Foreign Subsidiary Guarantor and take all actions specified in preceding
clause (x). Furthermore, subject to the provisions of Section 8.11(h), the
Administrative Agent or the Required Lenders may at any time request that one or
more Subsidiaries of Holdings organized under the laws of one or more
jurisdictions which are not Qualified Jurisdictions become Foreign Subsidiary
Guarantors, in which case the Credit Agreement Parties shall cause each such
Subsidiary which has been specifically requested to become a Foreign Subsidiary
Guarantor to take all actions as are specified in clause (x) of the immediately
preceding sentence, provided that no Subsidiary of Holdings shall be required to
take such actions if, and to the extent that, based upon written advice of local
counsel reasonably satisfactory to the Administrative Agent, Holdings and/or
such Subsidiary concludes that the taking of such actions would violate the laws
of the jurisdiction in which the respective Subsidiary is organized, provided,
further, that if steps (such as limiting the amount guaranteed) can be taken so
that such violation would not exist, then if requested by the Administrative
Agent or the Required Lenders, the respective Subsidiary shall enter into a
modified Foreign Subsidiaries Guaranty which provides, to the maximum extent
permissible under applicable law, as many of the benefits as are provided
pursuant to the Foreign Subsidiaries Guaranty executed and delivered on the
Initial Borrowing Date as is possible.

          (d) In addition to the requirements contained in the Pledge
Agreements, each Credit Agreement Party agrees to pledge and deliver, or cause
to be pledged and delivered, all of the Equity Interests owned by any Credit
Party of each new Unrestricted Subsidiary of Holdings established or created
(and each Subsidiary of Holdings which becomes an Unrestricted Subsidiary) after
the Initial Borrowing Date to the Collateral Agent for the benefit of the
Secured Creditors pursuant to the Pledge Agreements, provided that, subject to
the provisions of Section 8.12, in the case of any Foreign Unrestricted
Subsidiary that is a corporation (or treated as such for U.S. tax purposes)
which is owned by a U.S. Credit Party, not more than 65% of the total
outstanding voting Equity Interests of such Person shall be required to be
pledged in support of such U.S. Credit Party's obligations (x) as a Borrower
under the Credit Agreement (in the case of the U.S. Borrower) or (y) under its
Guaranty in respect of the Obligations of the U.S. Borrower (in the case of the
other U.S. Credit Parties).

          (e) Following any request by the Administrative Agent or the Required
Lenders, Holdings or any of its Subsidiaries, shall, to the maximum extent
permitted by applicable law (but subject to the proviso to preceding Section
8.11(d), to the extent applicable), (x) grant security interests in such of
their Property (other than Excluded Collateral) as may be requested by the
Administrative Agent or the Required Lenders, as the case may be, in which
perfected security interests do not already exist pursuant to the Security
Documents theretofore executed and delivered and, in connection therewith, the
Credit Agreement Parties shall, or shall cause the relevant Subsidiaries of
Holdings to, execute and deliver counterparts of (and thereby become parties to)
the Intercreditor Agreement (in the case of any U.S. Credit Party), the
applicable Security Documents and/or Additional Security Documents, in each case
in form and substance reasonably satisfactory to the Administrative Agent, (y)
with respect to pledges of Equity Interests of, or promissory notes issued by,
Persons described in Section 13.19(a), take such action (including, without
limitation, the execution of Additional Security Documents, the making of
filings, etc.) under the local law of the Person whose Equity Interests or
promissory


                                      -95-



notes are pledged as may be requested in order to create, preserve, protect or
perfect security interests in such Equity Interests and/or promissory notes
and/or (z) with respect to each Foreign Security Document described in Section
13.19(b), take such action (including, without limitation, amending, modifying
or supplementing such Foreign Security Document, etc.) under the local law of
each Credit Party party to such Foreign Security Document as may be requested to
effect the amendments, modifications and supplements contemplated in Section
13.19(b).

          (f) The security interests required to be granted pursuant to Sections
8.11(c), (d) and (e) shall be granted pursuant to the respective Security
Documents already executed and delivered by the Credit Parties (or other
security documentation substantially similar to such Security Documents or
otherwise reasonably satisfactory in form and substance to the Collateral Agent)
and shall constitute valid and enforceable first priority perfected security
interests (subject to the applicable provisions of the Intercreditor Agreement
in the case of security interests granted by any U.S. Credit Party) prior to the
rights of all third Persons and subject to no other Liens (other than Permitted
Liens). The Credit Agreement Parties shall (or shall cause their respective
Subsidiaries), (i) at their own expense, to (x) execute, acknowledge and
deliver, or cause the execution, acknowledgment and delivery of, and thereafter
register, file or record in any appropriate governmental office, any document or
instrument reasonably deemed by the Collateral Agent to be necessary or
desirable for the creation, perfection, maintenance, preservation and protection
of the Liens on its assets intended to be created pursuant to the relevant
Security Documents and (y) take all other actions reasonably requested by the
Collateral Agent (including, without limitation, the furnishing of legal
opinions) in connection with the granting of the security interests required
pursuant to Sections 8.11(c), (d) and (e) and (ii) pay in full all taxes, fees
and other charges payable in connection with the granting of the security
interests required pursuant to Sections 8.11(c), (d) and (e).

          (g) Each Credit Agreement Party agrees that each action required above
by Section 8.11(a) or (b) shall be completed as soon as possible, but in no
event later than 90 days (or, in the case of actions relating to assets located
outside the United States, such greater number of days as the Administrative
Agent shall agree to in its sole and absolute discretion in any given case)
after such action is requested to be taken by the Administrative Agent or the
Required Lenders. Each Credit Agreement Party further agrees that (x) each
action required above by Section 8.11(c), (d) and (f) with respect to a newly
formed, created or acquired Subsidiary, or with respect to any Subsidiary which
is located in a jurisdiction newly-designated as a Qualified Jurisdiction or
which becomes an Unrestricted Subsidiary, shall be completed contemporaneously
with the formation, creation or acquisition of such Subsidiary, the date of the
addition of the respective jurisdiction to the list of Qualified Jurisdictions
or the date such Subsidiary becomes an Unrestricted Subsidiary, as the case may
be, (provided that (x) the Credit Documents required to be executed and
delivered pursuant to Section 8.11(c) by such newly formed, created or acquired
Subsidiary shall not be required to be so executed and delivered until 45 days
after the formation, creation or acquisition of such Subsidiary, (y) in the case
of a Shell Corporation formed, created or established by the U.S. Borrower or
any of its Subsidiaries, such actions shall not be required to be taken (so long
as same remains a Shell Corporation) until 60 days after the formation, creation
or establishment of such Shell Corporation and (z) in the case of a newly-formed
Subsidiary organized in (i) a Qualified Non-U.S. Jurisdiction or (ii) a
Non-Qualified Jurisdiction in which an existing Foreign Subsidiary Guarantor is
organized, to defer the execution and delivery of Security Documents (but not
counterparts of the Foreign


                                      -96-



Subsidiaries Guaranty or the Intercompany Subordination Agreement) if the gross
book value of its assets (determined as of the last day of the calendar month
then last ended) is less than $10,000,000, until (and only until) the aggregate
gross book value of all newly-formed Subsidiaries which have not executed
Security Documents in reliance on this proviso (determined as of the last day of
the calendar month then last ended) exceeds $20,000,000, at which time all such
excluded Subsidiaries (and not just those Subsidiaries required to reduce the
aggregate gross book value of such excluded Subsidiaries to below $20,000,000)
shall execute the required Security Documents) and (y) all actions required to
be taken pursuant to the last sentence of Section 8.11(c) and Section 8.11(e)
shall be taken as promptly as practicable, and in any event within 45 days,
after Holdings or the U.S. Borrower receives the respective request from the
Administrative Agent or the Required Lenders.

          (h) Notwithstanding anything to the contrary contained in clauses (c)
through (g) above, to the extent the taking of any action as described above by
a new Subsidiary acquired pursuant to a Permitted Acquisition, which is subject
to Permitted Acquired Debt which at such time remains in existence as permitted
by Section 9.04(b)(vi), then to the extent that the terms of the respective
Permitted Acquired Debt prohibit the taking of any actions which would otherwise
be required of such Subsidiary by this Section 8.11, then the time for taking
the respective actions (to the extent prohibited by the terms of the respective
Permitted Acquired Debt) shall be extended until 10 Business Days after the
earlier of (i) the date of repayment of such Permitted Acquired Debt and (ii)
the first date on which the taking of such actions would not violate the terms
of the respective issue of Permitted Acquired Debt. To the extent the terms of
any Permitted Acquired Debt prohibits the taking of actions otherwise required
by this Section 8.11, upon the request of the Administrative Agent or the
Required Lenders, each Credit Agreement Party shall, or shall cause the
respective Subsidiaries of Holdings to, (x) prepay any such Permitted Acquired
Debt which is permitted to be prepaid and/or (y) use reasonable efforts to
obtain such consents or approvals as are needed so that the taking of the
actions otherwise specified in this Section 8.11 would not violate the terms of
the respective issue of Permitted Acquired Debt. Furthermore, to the extent any
Subsidiary which is not a Wholly-Owned Subsidiary is acquired pursuant to a
Permitted Acquisition (in accordance with the limitations contained in the
definition thereof), then for so long as such Subsidiary is not a Wholly-Owned
Subsidiary, to the extent Holdings in good faith determines that the respective
Subsidiary is not able, under applicable requirements of law (whether because of
fiduciary duties under applicable law or other requirements of applicable law)
to execute and deliver a Subsidiaries Guaranty or one or more Security
Documents, the respective such Subsidiary shall not be required to become a
Subsidiary Guarantor or execute and deliver such Security Documents as otherwise
required above.

          (i) Within 30 days following the request of the Administrative Agent,
the Collateral Agent or the Required Lenders, the Credit Agreement Parties shall
cause each Fee Capped Foreign Subsidiary Guarantor (to the maximum extent
permitted by applicable law) to (x) enter into such amendments and/or
modifications to the relevant Credit Documents to which such Fee Capped Foreign
Subsidiary Guarantor is a party to cause the guaranty amount or the secured
obligations thereunder, as applicable, to equal 110% of the fair market value of
the Property owned or held by such Fee Capped Foreign Subsidiary Guarantor and
(y) pay all registration, notorial and other fees, all taxes and all other
amounts as may be required in


                                      -97-



connection with the increase in amount of the guaranty and/or the secured
obligations under such Credit Documents.

          (j) In the event that the Administrative Agent or the Required Lenders
at any time after the Initial Borrowing Date determine in their reasonable
discretion (whether as a result of a position taken by an applicable bank
regulatory agency or official, or otherwise) that real estate appraisals
satisfying the requirements set forth in 12 C.F.R., Part 34-Subpart C, or any
successor or similar statute, role, regulation, guideline or order (any such
appraisal, a "Required Appraisal") are or were required to be obtained, or
should be obtained, in connection with any U.S. Mortgaged Property or U.S.
Mortgaged Properties, then, within 90 days after receiving written notice
thereof from the Administrative Agent or the Required Lenders, as the case may
be, Holdings shall cause such Required Appraisal to be delivered, at the expense
of Holdings, to the Administrative Agent, which Required Appraisal, and the
respective appraiser, shall be satisfactory to the Administrative Agent.

          (k) Notwithstanding any "after-acquired property" covenant contained
in any Foreign Security Document requiring the grant of security interests in
Property of any Foreign Credit Party in favor of the Collateral Agent (but
subject to Sections 8.11(a) and (e)), no Foreign Credit Party shall be required
to grant the Collateral Agent security interests in Property of such Foreign
Credit Party acquired after the Initial Borrowing Date which is not a vessel and
does not constitute Real Property (all such Property, "After-Acquired Foreign
Personal Property") and which is not covered already expressly by the respective
Foreign Security Document as otherwise required by such Foreign Security
Document if the gross book value of all After-Acquired Foreign Personal Property
of such Foreign Credit Party (determined as of the last day of the calendar
month then last ended) excluded from the pledge requirements pursuant to this
clause (k) is less than $10,000,000, unless (and until) the aggregate gross book
value of all After-Acquired Foreign Personal Property of all Foreign Credit
Parties excluded from the pledge requirements pursuant to this clause (k)
(determined as of the last day of the calendar month then last ended) exceeds
$20,000,000, at which time the Foreign Credit Parties shall take all actions
required to be taken pursuant to the respective Foreign Security Documents to
grant the Collateral Agent a security interest in such theretofore excluded
After-Acquired Foreign Personal Property as is required to cause the aggregate
gross book value (determined as described above) of all After-Acquired Foreign
Personal Property of all Foreign Credit Parties not then subject to a security
interest in favor of the Collateral Agent pursuant to the relevant Foreign
Security Documents not to exceed $5,000,000.

          (l) Notwithstanding anything to the contrary contained above in this
Section 8.11 or elsewhere in this Agreement or the other Credit Documents, no
Credit Party shall be required to grant a security interest in, or Lien on, any
Excluded Collateral (so long as the respective Property constitutes Excluded
Collateral), and the value of any Excluded Collateral shall not be taken into
account in making determinations pursuant to the foregoing clauses of this
Section 8.11.

          8.12 Foreign Subsidiaries Security. If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for
Holdings reasonably acceptable to the Administrative Agent and the Required
Lenders does not within 30 days after a request from the


                                      -98-



Administrative Agent or the Required Lenders deliver evidence, in form and
substance reasonably satisfactory to the Administrative Agent and the Required
Lenders, that (i) a pledge of 66-2/3% or more of the total combined voting power
of all classes of Equity Interests entitled to vote of any Foreign Unrestricted
Subsidiary owned by a U.S. Credit Party which has not already had all of its
Equity Interests pledged pursuant to the U.S. Pledge Agreement or a Local Law
Pledge Agreement, as applicable, to secure all of the Obligations (as defined in
the respective such Security Document), (ii) the entering into by a Foreign
Subsidiary Guarantor of a pledge agreement in substantially the form of the U.S.
Pledge Agreement, (iii) the entering into by a Foreign Subsidiary Guarantor of a
security agreement in substantially the form of the U.S. Security Agreement and
(iv) the entering into by a Foreign Subsidiary Guarantor of a guaranty in
substantially the form of the U.S. Subsidiaries Guaranty, in any such case would
cause the undistributed earnings of such Foreign Subsidiary as determined for
Federal income tax purposes to be treated as a deemed dividend to such Foreign
Subsidiary's United States parent or a deemed disposition of the shares of stock
of such Foreign Subsidiary for Federal income tax purposes, then (I) in the case
of a failure to deliver the evidence described in clause (i) above, that portion
of such Foreign Unrestricted Subsidiary's outstanding Equity Interests owned or
held by a U.S. Credit Party and not theretofore pledged pursuant to the U.S.
Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all
of the Obligations (as defined in the respective such Security Document) shall
be pledged to the Collateral Agent for the benefit of the Secured Creditors
pursuant to the U.S. Pledge Agreement or the relevant Local Law Pledge Agreement
(or another pledge agreement in substantially similar form, if needed), (II) in
the case of a failure to deliver the evidence described in clause (ii) above,
such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Pledge
Agreement (or another pledge agreement in substantially similar form, if
needed), granting to the Collateral Agent for the benefit of the Secured
Creditors a security interest in all of the capital stock, other Equity
Interests and promissory notes owned by such Foreign Subsidiary (other than
Excluded Collateral) and securing the Obligations of the U.S. Borrower under the
Credit Documents and under any Interest Rate Protection Agreement or Other
Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have
been executed by such Foreign Subsidiary Guarantor, the obligations of such
Foreign Subsidiary Guarantor thereunder, (III) in the case of a failure to
deliver the evidence described in clause (iii) above, such Foreign Subsidiary
Guarantor shall execute and deliver the U.S. Security Agreement (or another
security agreement in substantially similar form, if needed) granting to the
Collateral Agent for the benefit of the Secured Creditors a security interest in
all of such Foreign Subsidiary Guarantor's assets (other than the capital stock,
other Equity Interests and promissory notes owned by such Foreign Subsidiary and
such assets which constitute Excluded Collateral) and securing the obligations
of the U.S. Borrower under the Credit Documents and under any Interest Rate
Protection Agreement or Other Hedging Agreement and, in the event the U.S.
Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary
Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder and
(IV) in the case of a failure to deliver the evidence described in clause (iv)
above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S.
Subsidiaries Guaranty (or another guaranty in substantially similar form, if
needed), guaranteeing the Obligations of the U.S. Borrower under the Credit
Documents and under any Interest Rate Protection Agreement or Other Hedging
Agreement, in each case to the extent that the entering into of the U.S. Pledge
Agreement, the U.S. Security Agreement or the U.S. Subsidiaries Guaranty (or
similar such agreement or guaranty) is permitted by the laws of the respective
foreign jurisdiction and with all


                                      -99-



documents delivered pursuant to this Section 8.12 to be in form and substance
reasonably satisfactory to the Administrative Agent and/or the Required Lenders.
Notwithstanding anything to the contrary contained in this Section 8.12, no
Foreign Subsidiary shall be required to comply with the provisions of this
Section 8.12 if the tax advisors for Holdings or such Subsidiary determine that
there is a reasonable likelihood that such Foreign Subsidiary is, or has ever
been, a passive foreign investment company within the meaning of Section 1297 of
the Code.

          8.13 Use of Proceeds. Holdings will, and will cause each of its
Subsidiaries to, use the proceeds of the Loans for the purposes specified in
Section 7.05. No Credit Agreement Party will, nor will it permit any of its
Subsidiaries to, use any of the proceeds of the Loans, any Letter of Credit or
any Bank Guaranty to finance the acquisition of any Person that has not been
approved and recommended by the board of directors (or functional equivalent
thereof) or the requisite shareholders of such Person.

          8.14 Ownership of Subsidiaries. (a) Notwithstanding anything to the
contrary contained in this Agreement, (w) Holdings shall at all times own
directly 100% of the Equity Interests of Intermediate Holdco, (x) Intermediate
Holdco shall at all times own directly 100% of the capital stock of Corporate
Holdco and the U.S. Borrower, (y) the U.S. Borrower shall at all times own
directly or indirectly 100% of the capital stock of the Bermuda Borrower and (z)
subject to the proviso to the first sentence of Section 8.18(a), Holdings shall
at all times own directly or indirectly (through one or more Wholly-Owned
Domestic Subsidiaries (as opposed to through Foreign Subsidiaries)) all of the
capital stock or other Equity Interests (to the extent owned by Holdings or any
of its Subsidiaries) of each Domestic Subsidiary of Holdings.

          (b) Holdings shall at all times own, directly or indirectly, 100% of
the capital stock or other Equity Interests of its Subsidiaries (except to the
extent (v) with respect to Foreign Subsidiaries, directors' qualifying shares
and other nominal amounts of shares required by applicable law to be held by
Persons (other than directors) are issued from time to time (so long as the
respective Subsidiary continues to constitute a Wholly-Owned Subsidiary of
Holdings), (w) 100% of the capital stock or other Equity Interests of any such
Subsidiary are sold, transferred or otherwise disposed of pursuant to a
transaction permitted by Section 9.02, (x) less than 100% of the capital stock
or other Equity Interests are acquired in the respective Subsidiary pursuant to
a Permitted Acquisition which meets the criteria specified in the definition of
Permitted Acquisition contained herein, (y) such capital stock or other Equity
Interests are acquired pursuant to an Investment permitted by Sections 9.05(xv)
and (xix) or (z) set forth on Schedule VII).

          8.15 Permitted Acquisitions. (a) Subject to the provisions of this
Section 8.15 and the requirements contained in the definition of Permitted
Acquisition, the U.S. Borrower and any of its Wholly-Owned Subsidiaries may from
time to time effect Permitted Acquisitions, so long as (in each case except to
the extent the Required Lenders otherwise specifically agree in writing in the
case of a specific Permitted Acquisition): (i) no Default or Event of Default
shall be in existence at the time of the consummation of the proposed Permitted
Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower
shall have given the Administrative Agent (on behalf of the Lenders) at least 10
Business Days' prior written notice of the proposed Permitted Acquisition; (iii)
all representations and warranties contained herein and in the other Credit
Documents shall be true and correct in all material respects with the same


                                      -100-



effect as though such representations and warranties had been made on and as of
the date of such Permitted Acquisition (both before and after giving effect
thereto), unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date; (iv) the U.S. Borrower provides to the
Administrative Agent (on behalf of the Lenders) as soon as available but not
later than 5 Business Days after the execution thereof, a copy of any executed
purchase agreement or similar agreement with respect to such Permitted
Acquisition; (v) after giving effect to such Permitted Acquisition and the
payment of all post closing purchase price adjustments required (in the good
faith determination of Holdings) in connection with such Permitted Acquisition
(and all other Permitted Acquisitions for which such purchase price adjustments
may be required to be made) and all capital expenditures (and the financing
thereof) reasonably anticipated by Holdings to be made in the business acquired
pursuant to such Permitted Acquisition within the 180 day period (such period
for any Permitted Acquisition, a "Post-Closing Period" following such Permitted
Acquisition (and in the businesses acquired pursuant to all other Permitted
Acquisitions with Post Closing Periods ended during the Post Closing Period of
such Permitted Acquisition), the (x) Total Unutilized Revolving Loan Commitment
(as defined in the ABL Credit Agreement) or, if less, the amount which could
then be borrowed thereunder giving effect to the "borrowing base" or similar
limitations on amounts permitted to be borrowed thereunder or (y) in the event
that the ABL Credit Agreement shall have been replaced or refinanced, undrawn
available amounts under other working capital revolving credit facilities of the
U.S. Borrower (determined based on the relevant total commitments and borrowing
base or other similar limitations as applicable), shall equal or exceed
$30,000,000; (vi) such proposed Permitted Acquisition shall be effected in
accordance with the relevant requirements of Section 8.18; (vii) the U.S.
Borrower determines in good faith that Holdings and its Subsidiaries taken as a
whole are not likely to assume or become liable for material increased
contingent liabilities as a result of such proposed Permitted Acquisition
(excluding, however, Indebtedness permitted to be incurred pursuant to Section
9.04 in connection therewith); (viii) substantially all of the Acquired Entity
or Business acquired pursuant to the respective Permitted Acquisition is in a
Qualified Jurisdiction (for such purpose, treating as "Qualified Jurisdictions"
the jurisdictions of organization of Fee Capped Foreign Subsidiary Guarantors
deemed to be "Qualified Non-U.S. Obligors" pursuant to clause (i) of the proviso
appearing in the definition of "Qualified Non-U.S. Obligors"), provided,
however, the respective proposed Permitted Acquisition shall not be required to
meet the requirements set forth above in this clause (viii) if the Maximum
Permitted Consideration payable in connection with such Permitted Acquisition,
when aggregated with the Maximum Permitted Consideration payable in connection
with all other Permitted Acquisitions consummated after the Restatement
Effective Date in which all or substantially all of the Acquired Entity or
Business so acquired were not in Qualified Jurisdictions, does not exceed
$300,000,000; and (ix) the U.S. Borrower shall have delivered to the
Administrative Agent on the date of the consummation of such proposed Permitted
Acquisition, an officer's certificate executed by an Authorized Officer of the
U.S. Borrower, certifying to the best of his knowledge, compliance with the
requirements of preceding clauses (i) through (iii), inclusive, and clauses (v)
through (viii), inclusive, and containing the calculations required by the
preceding clauses (v) and (viii);

          (b) At the time of each Permitted Acquisition involving the creation
or acquisition of an Unrestricted Subsidiary, or the acquisition of capital
stock or other Equity Interests of any Person (other than a Restricted
Subsidiary of the U.S. Borrower), all capital


                                      -101-



stock or other Equity Interests thereof created or acquired in connection with
such Permitted Acquisition shall be pledged for the benefit of the Secured
Creditors as, and to the extent required by, Section 8.11 and the relevant
Security Documents.

          (c) Each Credit Agreement Party shall cause each Subsidiary that is
formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply
with, and to execute and deliver, all of the documentation required by, Sections
8.11 and 9.11, to the satisfaction of the Administrative Agent.

          (d) The consummation of each Permitted Acquisition shall be deemed to
be a representation and warranty by each Credit Agreement Party that the
certifications by each Credit Agreement Party (or by one or more of its
respective Authorized Officers) pursuant to Section 8.15 are true and correct
and that all conditions thereto have been satisfied and that same is permitted
in accordance with the terms of this Agreement, which representation and
warranty shall be deemed to be a representation and warranty for all purposes
hereunder, including, without limitation, Sections 6 and 10.

          8.16 Maintenance of Company Separateness. Each Credit Agreement Party
will, and will cause each of its Subsidiaries to, satisfy customary Company
formalities, including the holding of regular board of directors' and
shareholders' meetings or action by directors or shareholders without a meeting
and the maintenance of Company records. Neither Holdings nor any other Credit
Party shall make any payment to a creditor of any Non-Guarantor Subsidiary in
respect of any liability of any Non-Guarantor Subsidiary, and no bank account of
any Non-Guarantor Subsidiary shall be commingled with any bank account of
Holdings or any other Credit Party. Any financial statements distributed to any
creditors of any Non-Guarantor Subsidiary shall clearly establish or indicate
the corporate separateness of such Non-Guarantor Subsidiary from Holdings and
its other Subsidiaries. Finally, neither Holdings nor any of its Subsidiaries
shall take any action, or conduct its affairs in a manner, which is likely to
result in the Company existence of any Credit Agreement Party, any other Credit
Party or any Non-Guarantor Subsidiaries being ignored, or in the assets and
liabilities of Holdings or any other Credit Party being substantively
consolidated with those of any other such Person or any Non-Guarantor Subsidiary
in a bankruptcy, reorganization or other insolvency proceeding.

          8.17 Performance of Obligations. Each Credit Agreement Party will, and
will cause each of its Subsidiaries to, perform all of its obligations under the
terms of each mortgage, deed of trust, indenture, loan agreement or credit
agreement and each other material agreement, contract or instrument by which it
is bound, except such non-performances as, individually or in the aggregate,
have not caused, and could not reasonably be expected to cause, a Default or
Event of Default hereunder or a Material Adverse Effect.

          8.18 Conduct of Business. (a) The Credit Agreement Parties shall take
all actions so that, at all times from and after the Initial Borrowing Date, all
the assets of Holdings and its Subsidiaries located within the United States,
all Equity Interests in all Domestic Subsidiaries or other U.S. Persons and all
or substantially all of the business of Holdings and its Subsidiaries conducted
in the United States, are, in each case, owned or conducted, as the case may be,
by Holdings and one or more Qualified U.S. Obligors which are not direct or
indirect Subsidiaries of any Subsidiary of Holdings which is a Foreign
Subsidiary, provided that if a


                                      -102-



Foreign Subsidiary (not itself created or established in contemplation of a
Permitted Acquisition) is acquired pursuant to a Permitted Acquisition which
Foreign Subsidiary has (either directly or through one or more Domestic
Subsidiaries) assets or operations in the United States, Holdings shall have a
reasonable period of time (not to exceed 60 days) to effect the transfer of U.S.
assets and operations (including all Equity Interests in any Domestic
Subsidiaries or other U.S. Persons held by it) of the respective Foreign
Subsidiary to one or more Qualified U.S. Obligors, provided, further, that the
respective transfer shall not be required to be made if Holdings in good faith
determines that such transfer would give rise to adverse tax consequences to
Holdings and its Subsidiaries or would give rise to any material breach or
violation of law or contract (in which case, Holdings and its Subsidiaries shall
transfer such assets and operations at such time, if any, as such adverse tax
consequences or breach or violation would not exist and, until such time, shall
use good faith efforts so that any growth in the assets or operations of the
entity so acquired, to the extent located in the United States, are made within
one or more Qualified U.S. Obligors).

          (b) In addition to the foregoing requirements, the Credit Agreement
Parties shall take all actions so that, at all times from and after the Initial
Borrowing Date, all the assets of Holdings' Subsidiaries located within all
Qualified Non-U.S. Jurisdictions, all Equity Interests in all Persons organized
under any Qualified Non-U.S. Jurisdiction and all or substantially all of the
business of Holdings' Subsidiaries conducted in all Qualified Non-U.S.
Jurisdictions, are, in each case, owned or conducted, as the case may be, by one
or more Qualified Non-U.S. Obligors which are not direct or indirect
Subsidiaries of any Subsidiary of Holdings other than Qualified Obligors,
provided that if a Subsidiary of Holdings organized under the laws of a
jurisdiction other than any Qualified Non-U.S. Jurisdiction (not itself created
or established in contemplation of the respective Permitted Acquisition) is
acquired pursuant to a Permitted Acquisition which Subsidiary has (either
directly or through one or more Subsidiaries) assets or operations outside
Qualified Non-U.S. Jurisdictions, Holdings shall have a reasonable period of
time (not to exceed 60 days) to effect the transfer of all assets and operations
outside Qualified Non-U.S. Jurisdictions (including all Equity Interests in any
Persons held by it which are organized under the laws of one or more Qualified
Non-U.S. Jurisdiction) of the respective Subsidiary to one or more Qualified
Non-U.S. Obligors which are not themselves direct or indirect Subsidiaries of
any Subsidiary of Holdings other than Qualified Obligors, provided, further,
that the respective transfer shall not be required to be made if Holdings in
good faith determines that such transfer would give rise to adverse tax
consequences to Holdings and its Subsidiaries or would give rise to any material
breach or violation of law or contract (in which case, Holdings and its
Subsidiaries shall transfer such assets and operations at such time, if any, as
such adverse tax consequences or breach or violation would not exist, and until
such time shall use good faith efforts so that any growth in the assets or
operations of the entity so acquired, to the extent located in the Qualified
Non-U.S. Jurisdictions, are made within one or more Qualified Non-U.S. Obligors
which are not themselves direct or indirect Subsidiaries of any Subsidiary of
Holdings other than Qualified Obligors). Notwithstanding the foregoing
provisions of this Section 8.18(b), the ownership of the Bermuda Partnership (a
Subsidiary which is not a Qualified Non-U.S. Obligor) of Equity Interests of
Qualified Non-U.S. Obligors shall not be taken account of for purposes of
determining compliance with this Section 8.18(b), so long as the Credit
Agreement Parties and their respective Foreign Subsidiaries are at all times in
compliance with Section 8.18(c) below.


                                     -103-



          (c) The Credit Agreement Parties shall take all actions so that all
Foreign Subsidiaries that are not Qualified Non-U.S. Obligors are directly or
indirectly owned by one or more Qualified Non-U.S. Obligors (or, in the case of
the Bermuda Partnership, is owned by the Bermuda Partnership Partners).

          (d) For the avoidance of doubt, it is understood and agreed that the
foregoing provisions of this Section 8.18 shall not prohibit the acquisition of,
or Investments in, Non-Wholly-Owned Subsidiaries as contemplated by Section
9.11(b), provided that the Equity Interest owned by Holdings or any of its
Subsidiaries in such Non-Wholly-Owned Subsidiaries, to the extent organized
under the laws of any Qualified Jurisdiction, shall be subject to the
requirements of preceding clauses (a), (b) and (c) of this Section 8.18.

          8.19 Margin Stock. Each Credit Agreement Party shall take all actions
so that at all times the aggregate value of all Margin Stock (other than
treasury stock) owned by Holdings and its Subsidiaries (for such purpose, using
the initial purchase price paid by Holdings or such Subsidiary for the
respective shares of Margin Stock) shall not exceed $10,000,000. So long as the
aggregate value of Margin Stock (other than treasury stock) owned by Holdings
and its Subsidiaries (determined as provided in the preceding sentence) does not
exceed $10,000,000, all Margin Stock at any time owned by Holdings and its
Subsidiaries shall not constitute Collateral and no security interest shall be
granted therein pursuant to any Credit Document. Without excusing any violation
of the first sentence of this Section 8.19, if at any time the aggregate value
of all Margin Stock (other than treasury stock) owned by Holdings and its
Subsidiaries (determined as provided in the first sentence of this Section 8.19)
exceeds $10,000,000, then (x) all Margin Stock owned by the Credit Parties
(except to the extent constituting Excluded Collateral) shall be pledged, and
delivered for pledge, pursuant to the relevant Security Documents and (y) the
U.S. Borrower shall execute and deliver to the Lenders appropriate completed
forms (including, without limitation, Forms G-3 and U-1, as appropriate)
establishing compliance with the Margin Regulations. If at any time any Margin
Stock is required to be pledged as a result of the provisions of the immediately
preceding sentence, repayments of outstanding Obligations shall be required to
be made, and subsequent Credit Events shall only be permitted, in compliance
with the applicable provisions of the Margin Regulations.

          8.20 Foreign Security Document Amendments. (x) If any additional
Foreign Security Document is entered into by Holdings or any of its Subsidiaries
after the Restatement Effective Date or (y) any change in applicable law
governing any Foreign Security Document relevant to the scope of the Obligations
covered by such Foreign Security Document or the Secured Creditors entitled to
the benefits of such Foreign Security Document occurs after the Restatement
Effective Date and, in any such case, the Collateral Agent (based on the advice
of local counsel) has determined that amendments to the respective Foreign
Security Document are required to maintain a valid and enforceable first
priority lien on the Collateral covered by such Foreign Security Document in
favor of the Collateral Agent for the benefit of all of the Secured Creditors
securing all of the relevant Obligations (i.e., all Tranche C Term Loans, all
Bermuda Borrower Letters of Credit and Unpaid Drawings thereunder, all Bermuda
Borrower Bank Guaranties and Unreimbursed Payments thereunder, and, after a
given Incremental Term Loan Commitment Date, all related incremental Obligations
resulting from the provision of the respective Incremental Term Loan Commitments
to the Bermuda Borrower), then, within 90


                                      -104-



days following the request of the Collateral Agent or the Administrative Agent,
the U.S. Borrower shall duly authorize, execute and deliver to the Collateral
Agent, or cause to be duly authorized, executed and delivered to the Collateral
Agent, a fully executed counterpart of an amendment to such Foreign Security
Document, which amendment shall (i) be in full force and effect (and, if
applicable, properly recorded) no later than the date of required execution and
delivery of such amendment as provided above and (ii) otherwise be in form and
substance satisfactory to the Administrative Agent.

          8.21 Refinancing. To the extent that the condition set forth in
Section 5.08(a)(i) was not satisfied in accordance with its terms on the
Restatement Effective Date, on the Intermediate Holdco Prepayment Date,
Intermediate Holdco and Corporate Holdco shall, or shall cause the Intermediate
Holdco Paying Agent (for and on behalf of Intermediate Holdco and Corporate
Holdco) to, prepay all of the outstanding Intermediate Holdco Indebtedness
(other than indemnities not then due and payable) (including, without
limitation, the call or other premiums payable in connection therewith and all
accrued and unpaid interest thereon up to and including the Intermediate Holdco
Prepayment Date) in accordance with, and pursuant to, the terms of the
Intermediate Holdco Credit Agreement and the other Intermediate Holdco Credit
Documents (the "Intermediate Holdco Prepayment Consummation"). In connection
therewith and the satisfaction of Section 5.08(a)(i), on the Restatement
Effective Date (with respect to the satisfaction of Section 5.08(a)(i)) or the
Intermediate Holdco Prepayment Date (in connection with the Intermediate Holdco
Prepayment Consummation) and at any time, respectively, thereafter (at the
request of the Administrative Agent or the Intermediate Holdco Paying Agent, as
the case may be, from time to time), the Credit Parties shall take (and use
commercially reasonable efforts to cause the respective lenders to take) such
actions (including, without limitation, executing or obtaining appropriate lien
releases and other documents) as the Administrative Agent or the Intermediate
Holdco Paying Agent, as the case may be, may deem reasonably necessary or
desirable to (x) release any Lien granted to or held by any Person under, and
pursuant to the terms of, the Intermediate Holdco Credit Documents and (y)
terminate and satisfy in full all of the liabilities and obligations at any time
arising under or in respect of the Intermediate Holdco Credit Documents
(including, without limitation, the Intermediate Holdco Indebtedness).

          Section 9. Negative Covenants. Each Credit Agreement Party hereby
covenants and agrees that as of the Restatement Effective Date and thereafter
for so long as this Agreement is in effect and until the Total Commitment has
terminated, no Letters of Credit, Bank Guaranties or Notes are outstanding and
the Loans, together with interest, Fees and all other Obligations (other than
any indemnities described in Section 13.13 which are not then due and payable)
incurred hereunder, are paid in full:

          9.01 Changes in Business; etc. (a) Holdings and its Subsidiaries will
not engage in any business other than a Permitted Business.

          (b) Notwithstanding the foregoing, Holdings will not engage in any
business and will not own any significant assets (other than its ownership of
(w) cash and Cash Equivalents held by Holdings representing proceeds from the
Wellbeing Project Financing, (x) the Equity Interests of Intermediate Holdco,
(y) Intercompany Notes evidencing intercompany loans permitted to be made by it
pursuant to Section 9.05 and (z) after the issuance


                                      -105-



thereof, the Equity Interests of each of the Unrestricted Wellbeing Joint
Ventures) or have any liabilities (other than those liabilities for which it is
responsible under this Agreement, the Documents to which it is a party
(including, without limitation, the ABL Credit Documents), any Shareholder
Subordinated Note, any Interest Rate Protection Agreement permitted to be
entered into pursuant to Section to Section 9.04(b)(iii) and any Intercompany
Note evidencing an intercompany loan permitted to be incurred by Holdings
pursuant to Section 9.05); provided that Holdings may (i) issue Shareholder
Subordinated Notes, shares of Holdings Common Stock and options and warrants to
purchase Holdings Common Stock, (ii) engage in those activities associated with
expenses indirectly paid with Dividends made to it by Intermediate Holdco
pursuant to Section 9.06(iv), (iii) engage in those activities associated with
the purchase and ownership of the Equity Interests of the Unrestricted Wellbeing
Joint Ventures permitted pursuant to Section 9.05(xx) and (iv) engage in those
activities that are incidental to (x) the maintenance of its corporate existence
in compliance with applicable law, (y) legal, tax and accounting matters in
connection with any of the foregoing activities and (z) the entering into, and
performing its obligations under, this Agreement and the other Documents
(including, without limitation, the ABL Credit Documents) to which it is a
party.

          (c) Notwithstanding the foregoing, the Bermuda Partnership will not
engage in any business and will not own any significant assets or any cash or
Cash Equivalents (other than its ownership of Equity Interests of Qualified
Non-U.S. Obligors) or have any material liabilities (other than those
liabilities for which it is responsible under the Credit Documents to which it
is a party), provided that the Bermuda Partnership may (I) provide treasury,
accounting, logistic and other administrative support services to its Affiliates
on an arms' length basis and hold and retain cash earned in connection with the
provision of such services, (II) receive and hold additional cash and Cash
Equivalents from its Subsidiaries and/or its Affiliates, so long as same are
promptly (and in any event within one Business Day of receipt thereof) loaned,
distributed and/or contributed, subject to Section 9.01(d), to its Subsidiaries
and/or Affiliates in accordance with the requirements of Section 9.05 of this
Agreement and (III) engage in those activities that (i) are incidental to (x)
the maintenance of its Company existence in compliance with applicable law, (y)
legal, tax and accounting matters in connection with any of the foregoing
activities and (z) the entering into, and performing its obligations under, the
Credit Documents to which it is a party and (ii) are otherwise expressly
permitted by this Agreement (other than pursuant to preceding Section 9.01(a))
and the other Credit Documents.

          (d) Notwithstanding anything to the contrary contained above or
elsewhere in this Agreement (including, without limitation, Sections 9.02 and
9.05):

          (i) the Bermuda Partnership Partners shall not collectively own or
     hold (x) Property (exclusive of Property leased or operated but not owned)
     with a Fair Market Value in excess of $30,000,000 at any time or (y) cash
     or Cash Equivalents in an aggregate in excess of $10,000,000; provided that
     (v) all assets owned by the Bermuda Partnership Partners on the Restatement
     Effective Date (which assets shall have a net book value on the Restatement
     Effective Date not to exceed $25,000,000) shall be excluded for purposes of
     such determination, (w) any cash and Cash Equivalents loaned and/or
     contributed to such Persons by Affiliates of such Persons shall be excluded
     for purposes of such determination, so long as same are promptly (and in
     any event within one Business Day) loaned and/or distributed to other
     Affiliates of such Persons (other


                                      -106-



     than another Bermuda Partnership Partner) in accordance with the
     requirements of this Agreement, (x) any inventory owned by the Bermuda
     Partnership Partners shall be excluded for purposes of such determination,
     (y) any Equity Interests in the Bermuda Partnership which are held by the
     Bermuda Partnership Partners shall be excluded for purposes of such
     determination and (z) any intercompany receivable owed to a Bermuda
     Partnership Partner by Dole Settlement Company shall be excluded for
     purposes of such determination, so long as (I) both Dole Settlement Company
     (as obligor) and the respective Bermuda Partnership Partner (as obligee)
     are parties to the Intercompany Subordination Agreement and (II) such
     intercompany receivable is at all times subject to the subordination
     provisions contained in the Intercompany Subordination Agreement;

          (ii) no Bermuda Partnership Partner shall merge, consolidate with or
     be liquidated or dissolved into any other Person, provided, however, that
     any Bermuda Partnership Partner may merge or consolidate with or into any
     other Wholly-Owned Domestic Subsidiary of the U.S. Borrower formed for the
     sole purpose of reincorporating such Bermuda Partnership Partner in a
     different jurisdiction, so long as the surviving entity of such merger or
     consolidation remains a "Bermuda Partnership Partner" for all purposes of
     this Agreement and the other Credit Documents (subject to and bound by all
     terms and covenants herein and therein applicable to a "Bermuda Partnership
     Partner");

          (iii) no Bermuda Partnership Partner shall engage in any business
     other than a business which is the same or reasonably related to the
     business in which such Bermuda Partnership Partner is engaged on the
     Original Effective Date;

          (iv) no later than one Business Day following the date upon which any
     Bermuda Partnership Partner receives or generates an Account (as defined in
     the U.S. Security Agreement), such Account shall be sold on a non-recourse
     basis to Dole Settlement Company (at a discount of 2%) in exchange for a
     note payable (which shall at all times be subject to the subordination
     provisions contained in the Intercompany Subordination Agreement) and/or
     the assumption of a payable or payables owing by such Bermuda Partnership
     Partner to its relevant Subsidiary which sells fruit, inventory or other
     Property, or provides shipping services, to such Bermuda Partnership
     Partner (which assumed liabilities shall also be subject to the
     subordination provisions contained in the Intercompany Subordination
     Agreement); and

          (v) upon the occurrence and during the continuance of any Specified
     Default or any Event of Default under Section 10.01 or 10.05, unless
     otherwise directed by the Administrative Agent or the Required Lenders, (x)
     neither the U.S. Borrower nor any of its Subsidiaries shall sell fruit,
     inventory or other Property to, or contract to perform shipping services
     for, any Bermuda Partnership Partner, (y) the U.S. Borrower and its
     Subsidiaries shall sell to Dole Settlement Company fruit, inventory and
     other Property formerly sold to, and shall contract with Dole Settlement
     Company to sell shipping services formerly contracted with, any Bermuda
     Partnership Partner and (z) no Bermuda Partnership Partner shall be
     permitted to receive any Dividends or the proceeds of any intercompany
     loans or advances from any of its Affiliates.


                                      -107-


          (e) Notwithstanding the foregoing, the Excluded Domestic Subsidiary
will not engage in any business and will not own any assets or have any
liabilities; provided that the Excluded Domestic Subsidiary may engage in those
activities that are incidental to (x) the maintenance or termination of its
corporate existence in compliance with applicable law, and (y) legal, tax and
accounting matters in connection with any of the foregoing activities.

          (f) Notwithstanding the foregoing, no Excluded Bermuda Insurance
Company will engage in any business (other than the insurance related business
conducted by it on the Original Effective Date (including, without limitation,
its business as a captive insurer for Holdings and its Affiliates with respect
to property, casualty and liability insurance (including workers compensation
insurance))) and will not own any Equity Interests or any other significant
assets (other than assets used in the conduct of its business as described
above) or have any liabilities (other than those liabilities under the Documents
to which it is a party and those liabilities incurred in the ordinary course of
its business as described above); provided, that an Excluded Bermuda Insurance
Company may engage in those activities that are incidental to (x) the
maintenance of its Company existence in compliance with applicable law, (y)
legal, tax and accounting matters in connection with any of the foregoing
activities and (z) the entering into, and performing its obligations under, this
Agreement and the other Documents to which it is a party.

          (g) Notwithstanding anything to the contrary contained above in this
Section 9.01 or elsewhere in this Agreement, at no time shall Holdings or any
Subsidiary of Holdings be an obligor or an obligee with respect to any
Intercompany Debt, unless each obligor (including each Person which is a
guarantor thereof) and each obligee with respect thereto are party to the
Intercompany Subordination Agreement; provided, however, that the provisions
hereof shall not apply to those Non-Wholly Owned Subsidiaries listed on Part D
of Schedule XII.

          (h) Notwithstanding the foregoing, no Excluded Foreign Subsidiary will
engage in any business or own any assets (other than (x) Equity Interests of
another Excluded Foreign Subsidiary and (y) immaterial assets with a Fair Market
Value not exceeding $25,000) or have any liabilities; provided, that any
Excluded Foreign Subsidiary may engage in those activities that are incidental
to (x) the maintenance or termination of its corporate existence in compliance
with applicable law and (y) legal, tax and accounting matters in connection with
any of the foregoing activities.

          (i) Holdings shall not permit any Unrestricted Wellbeing Joint Venture
to engage in any business other than the development, construction and operation
of a well being center/hotel/spa/conference center/studio and reasonably related
extensions thereof (including the promotion of nutritional education, production
and distribution of nutrition- or health-oriented programming on cable
television and the sale of educational videos).

          (j) Notwithstanding the foregoing, Intermediate Holdco will not engage
in any business and will not own any significant assets (other than its
ownership of the capital stock of the U.S. Borrower and Corporate Holdco and
Intercompany Notes evidencing intercompany loans permitted to be made by it
pursuant to Section 9.05) or have any liabilities (other than those liabilities
for which it is responsible under this Agreement, the Documents (including,
without limitation, the ABL Credit Documents) to which it is a party and any
Intercompany Note


                                     -108-



evidencing an intercompany loan permitted to be incurred by it pursuant to
Section 9.05); provided that Intermediate Holdco may (i) engage in those
activities associated with expenses paid with Dividends made by the U.S.
Borrower pursuant to Section 9.06(iv) and (ii) engage in those activities that
are incidental to (x) the maintenance of its corporate existence in compliance
with applicable law, (y) legal, tax and accounting matters in connection with
any of the foregoing activities and (z) the entering into, and performing its
obligations under, this Agreement and the other Documents to which it is a
party.

          (k) Notwithstanding the foregoing, Corporate Holdco will not engage in
any business and will not own any significant assets or have any liabilities
(other than those liabilities for which it is responsible under this Agreement
and the Documents (including, without limitation, the ABL Credit Documents) to
which it is a party); provided that Corporate Holdco may (i) engage in those
activities associated with expenses indirectly paid with Dividends made by the
U.S. Borrower pursuant to Section 9.06(iv) and (ii) engage in those activities
that are incidental to (x) the maintenance of its corporate existence in
compliance with applicable law, (y) legal, tax and accounting matters in
connection with any of the foregoing activities and (z) the entering into, and
performing its obligations under, this Agreement and the other Documents to
which it is a party.

          9.02 Consolidation; Merger; Sale or Purchase of Assets; etc. No Credit
Agreement Party will, nor will permit any of its respective Subsidiaries to,
wind up, liquidate or dissolve its affairs or enter into any transaction of
merger or consolidation, or convey, sell, lease or otherwise dispose of all or
any part of its property or assets, or enter into any sale-leaseback
transactions, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets (other than purchases or other
acquisitions of inventory, materials and equipment in the ordinary course of
business) of any Person or agree to do any of the foregoing at any future time,
except that the following shall be permitted:

          (i) the U.S. Borrower and its Subsidiaries may lease (as lessee) or
     license (as licensee) real or personal property (including intellectual
     property) in the ordinary course of business (so long as any such lease or
     license does not create a Capitalized Lease Obligation);

          (ii) Capital Expenditures by the U.S. Borrower and its Subsidiaries;

          (iii) any Investments permitted pursuant to Section 9.05;

          (iv) the U.S. Borrower and its Subsidiaries may, in the ordinary
     course of business, sell or otherwise dispose of assets (excluding capital
     stock of, or other Equity Interests in, Subsidiaries and joint ventures)
     which, in the reasonable opinion of such Person, are obsolete, uneconomic
     or worn-out;

          (v) the U.S. Borrower and its Subsidiaries may sell assets (other than
     (I) the capital stock or other Equity Interests of any Wholly-Owned
     Subsidiary unless all of the capital stock or other Equity Interests of
     such Wholly-Owned Subsidiary are sold in accordance with this clause (v)
     and (II) assets subject to a Contemplated Asset Sale (which shall be
     governed by Section 9.02(xviii)), so long as (v) no Default or Event of


                                     -109-



     Default then exists or would result therefrom, (w) each such sale is in an
     arm's-length transaction and the U.S. Borrower or the respective Subsidiary
     receives at least Fair Market Value, (x) except for customary post-closing
     adjustments (to be paid in cash within 180 days following the closing of
     the respective sale or disposition), at least 75% of the total
     consideration received by the U.S. Borrower or such Subsidiary is paid in
     cash at the time of the closing of such sale or disposition (provided that
     sales of assets for aggregate consideration of $20,000,000 (taking the Fair
     Market Value of any non-cash consideration) in any Fiscal Year of Holdings
     shall not be subject to the minimum cash requirement set forth above in
     this subclause (x)), (y) the Net Sale Proceeds therefrom are applied and/or
     reinvested as (and to the extent) required by Section 4.02(c) and (z) the
     aggregate amount of the proceeds received from all assets sold pursuant to
     this clause (v) shall not exceed $100,000,000 in any Fiscal Year of
     Holdings;

          (vi) each of the U.S. Borrower and its Subsidiaries may sell or
     discount, in each case without recourse and in the ordinary course of
     business, overdue accounts receivable arising in the ordinary course of
     business, but only in connection with the compromise or collection thereof
     and not as part of any financing transaction;

          (vii) each of the U.S. Borrower and its Subsidiaries may grant
     licenses, sublicenses, leases or subleases to other Persons not materially
     interfering with the conduct of the business of the U.S. Borrower or any of
     its Subsidiaries, in each case so long as no such grant otherwise affects
     the Collateral Agent's security interest in the asset or property subject
     thereto;

          (viii) subject to Sections 9.01(c) and (d), transfers of assets (u)
     pursuant to the Foreign Asset Transfer, (v) among the Qualified U.S.
     Obligors (other than Holdings, Intermediate Holdco and Corporate Holdco),
     (w) among the Qualified Non-U.S. Obligors, (x) by any Subsidiary of the
     U.S. Borrower to any Qualified U.S. Obligor (other than Holdings,
     Intermediate Holdco and Corporate Holdco), (y) by any Foreign Subsidiary of
     the U.S. Borrower to any Qualified Non-U.S. Obligor and (z) by any Foreign
     Subsidiary of the U.S. Borrower (other than a Qualified Non-U.S. Obligor)
     to any Wholly-Owned Foreign Subsidiary of the U.S. Borrower, in the case of
     any such transfer, so long as (I) no Specified Default and no Event of
     Default then exists or would exist immediately after giving effect to the
     respective transfer, (II) any security interests granted to the Collateral
     Agent for the benefit of the Secured Creditors pursuant to the relevant
     Security Documents in the assets so transferred shall remain in full force
     and effect and perfected and enforceable (to at least the same extent as in
     effect immediately prior to such transfer) and (III) if the respective
     transferor is party to a Guaranty, the nature and scope of the obligations
     of such transferor under its Guaranty are substantially identical to the
     nature and scope of the obligations of the respective transferee under its
     Guaranty;

          (ix) subject to Sections 9.01(c) and (d), (x) any Domestic Subsidiary
     of the U.S. Borrower may be merged, consolidated or liquidated with or into
     the U.S. Borrower (so long as the U.S. Borrower is the surviving
     corporation of such merger, consolidation or liquidation) or any U.S.
     Subsidiary Guarantor (so long as a U.S. Subsidiary Guarantor is the
     surviving corporation of such merger, consolidation or liquidation), (y)
     any


                                     -110-



     Qualified Non-U.S. Obligor may be merged, consolidated or liquidated with
     or into any other Qualified Non-U.S. Obligor and (z) any Foreign Subsidiary
     of the U.S. Borrower (other than a Qualified Non-U.S. Obligor) may be
     merged, consolidated or liquidated with or into any Wholly-Owned Foreign
     Subsidiary of the U.S. Borrower, so long as such Wholly-Owned Foreign
     Subsidiary is the surviving corporation of such merger, consolidation or
     liquidation; provided that any such merger, consolidation or liquidation
     shall only be permitted pursuant to this Section 9.02(ix), so long as (I)
     no Specified Default and no Event of Default then exists or would exist
     immediately after giving effect thereto, (II) any security interests
     granted to the Collateral Agent for the benefit of the Secured Creditors in
     the assets (and Equity Interests) of any such Person subject to any such
     transaction shall remain in full force and effect and perfected and
     enforceable (to at least the same extent as in effect immediately prior to
     such merger, consolidation or liquidation) and (III) if the Person to be
     merged, consolidated or liquidated into another Person as contemplated
     above is party to a Guaranty, the nature and scope of the obligations of
     such Person under its Guaranty are substantially identical to the nature
     and scope of the obligations of such other Person under its Guaranty;

          (x) subject to Sections 9.01(c) and (d), the U.S. Borrower and its
     Subsidiaries may transfer inventory in a non-cash or cash transfer to
     Wholly-Owned Subsidiaries of the U.S. Borrower that are not Qualified
     Obligors, in each case so long as (I) any such transfer is made in the
     ordinary course of its business and consistent with past practice of the
     U.S. Borrower and its Subsidiaries as in effect on the Effective Date, (II)
     if the respective transfer is being made to any Credit Party, all actions
     needed to maintain the perfection, priority and enforceability of the
     security interests, if any, of the Collateral Agent in the assets so
     transferred are taken at the time of the respective transfer, (III) the
     U.S. Borrower reasonably determines that the transfer is not reasonably
     likely to be adverse to the interests of the Lenders in any material
     respect and (IV) no Specified Default and no Event of Default then exists
     or would exist immediately after giving effect to the respective transfer;

          (xi) subject to Sections 9.01(c) and (d), so long as no Specified
     Default and no Event of Default exists at the time of the respective
     transfer or immediately after giving effect thereto, Qualified Obligors
     shall be permitted to transfer additional assets (other than inventory,
     cash, Cash Equivalents and Equity Interests in any Credit Party) to other
     Subsidiaries of the U.S. Borrower, so long as cash in an amount at least
     equal to the Fair Market Value of the assets so transferred is received by
     the respective transferor;

          (xii) the U.S. Borrower and its Subsidiaries may sell or exchange
     specific items of equipment, so long as the purpose of each such sale or
     exchange is to acquire (and results within 90 days of such sale or exchange
     in the acquisition of) replacement items of equipment which are useful in a
     Permitted Business;

          (xiii) each of the Borrowers and the Subsidiary Guarantors shall be
     permitted to make Permitted Acquisitions, so long as such Permitted
     Acquisitions are effected in accordance with the requirements of Section
     8.15;


                                     -111-



          (xiv) one or more Subsidiaries identified to the Agents may sell all
     of the Equity Interests of a certain Subsidiary of the U.S. Borrower owned
     by such Subsidiaries and identified to the Agents, so long as (v) no
     Default or Event of Default then exists or would result therefrom, (w) each
     such sale is in an arm's-length transaction and the respective Subsidiary
     receives at least Fair Market Value, (x) except for customary post-closing
     adjustments, at least 20% of the total consideration received by such
     Subsidiaries (in the aggregate) is paid in cash at the time of the closing
     of such sale, (y) the Net Sale Proceeds therefrom are applied and/or
     reinvested as (and to the extent) required by Section 4.02(c) and (z) the
     aggregate amount of the consideration (taking the Fair Market Value of any
     non-cash consideration) received from all such sales pursuant to this
     Section 9.02(xiv), together with the sale or sales made pursuant to Section
     9.02(xx), shall not exceed $50,000,000;

          (xv) the Sale-Lease Back Transaction;

          (xvi) each of the U.S. Borrower and its Subsidiaries may sell or
     liquidate Cash Equivalents, in each case for cash at fair market value (as
     reasonably determined by the U.S. Borrower or the respective Subsidiary);

          (xvii) the U.S. Borrower and its Subsidiaries may sell inventory to
     their respective customers in the ordinary course of business;

          (xviii) each of the U.S. Borrower and its Subsidiaries may effect
     Contemplated Asset Sales, so long as (i) no Event of Default then exists or
     would exist immediately after giving effect thereto, (ii) each such sale is
     an arms'-length transaction and the U.S. Borrower or the respective
     Subsidiary receives at least Fair Market Value, (iii) the consideration
     therefor consists solely of cash and/or Permitted Installment Notes (to the
     extent same may be issued in accordance with the definition thereof), (iv)
     at least 50% of the total consideration received by the U.S. Borrower or
     such Subsidiary is paid in cash at the time of the closing of such sale,
     and (v) the Net Sale Proceeds therefrom are applied as, and to the extent,
     required by Section 4.02(c);

          (xix) the U.S. Borrower and its Domestic Subsidiaries may sell and
     leaseback (i) Real Property located in Gaston County, North Carolina (the
     "Gaston Property"), to the extent same is not a Principal Property and (ii)
     Principal Properties, so long as (v) no Default or Event of Default then
     exists or would result therefrom, (w) each
     such sale is made pursuant to an arm's-length transaction, (x) 100% of the
     total consideration received by the U.S. Borrower or such Subsidiary is
     paid in cash at the time of the closing of such sale, (y) the Net Sale
     Proceeds therefrom equal at least 90% of the Fair Market Value of the
     Property subject to such sale-leaseback transaction and (z) the Net Sale
     Proceeds therefrom are applied as a mandatory repayment and/or commitment
     reduction and/or reinvested, in any case, in accordance with the
     requirements of Section 4.02(c); and

          (xx) certain Domestic Subsidiaries identified to the Agents which own
     Real Property located in California may sell Real Property and other
     assets, in each case, so long as (v) no Default or Event of Default then
     exists or would result therefrom, (w) each


                                     -112-



     such sale is in an arm's-length transaction and the respective Subsidiary
     receives at least Fair Market Value, (x) except for customary post-closing
     adjustments, at least 75% of the total consideration received by such
     Subsidiaries (in the aggregate) is paid in cash at the time of the closing
     of such sale, (y) unless on-loaned to an Affiliate of the U.S. Borrower in
     accordance with the requirements of Section 9.05 and 9.07 promptly
     following the consummation of such sale, any Net Sale Proceeds therefrom
     received by a Subsidiary of the U.S. Borrower (exclusive of any portion
     thereof which is distributed to a minority shareholder of such Subsidiary
     in accordance with the requirements of Section 9.06) are applied and/or
     reinvested as (and to the extent) required by Section 4.02(c) and (z) the
     aggregate amount of the consideration (taking the Fair Market Value of any
     non-cash consideration) received from such sale or sales pursuant to this
     Section 9.02(xx), together with the sale or sales made pursuant to Section
     9.02(xiv), shall not exceed $50,000,000 (the "California Disposition").

Notwithstanding anything to the contrary contained above in this Section 9.02,
in no event shall Holdings or any of its Subsidiaries enter into any
sale-leaseback transactions, except in accordance with Sections 9.02(xv) and
(xix) above. The foregoing provisions of this Section 9.02 are subject to
continued compliance by the Credit Agreement Parties and their Subsidiaries with
the requirements of Sections 8.18, 9.01 and 9.11. To the extent the Required
Lenders waive the provisions of this Section 9.02 with respect to the sale or
other disposition of any Collateral, or any Collateral is sold or otherwise
disposed of as permitted by this Section 9.02, such Collateral (unless
transferred to Holdings or a Subsidiary thereof) shall be sold or otherwise
disposed of free and clear of the Liens created by the Security Documents and
the Administrative Agent shall take such actions (including, without limitation,
directing the Collateral Agent to take such actions) as are appropriate in
connection therewith.

          9.03 Liens. No Credit Agreement Party will, nor will permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of Holdings or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to
Holdings or any of its Subsidiaries) or assign any right to receive income or
permit the filing of any financing statement under the UCC or any other similar
notice of Lien under any similar recording or notice statute; provided that the
provisions of this Section 9.03 shall not prevent the creation, incurrence,
assumption or existence of the following (Liens described below are herein
referred to as "Permitted Liens"):

          (i) inchoate Liens for taxes, assessments or governmental charges or
     levies not yet due and payable or Liens for taxes, assessments or
     governmental charges or levies being contested in good faith and by
     appropriate proceedings for which adequate reserves have been established
     in accordance with U.S. GAAP;

          (ii) Liens in respect of property or assets of the U.S. Borrower or
     any of its Subsidiaries imposed by law which were incurred in the ordinary
     course of business and which have not arisen to secure Indebtedness for
     borrowed money, such as carriers', warehousemen's and mechanics' Liens,
     statutory landlord's Liens, maritime Liens and


                                     -113-



     other similar Liens arising in the ordinary course of business, and which
     either (x) do not in the aggregate materially detract from the value of
     such property or assets or materially impair the use thereof in the
     operation of the business of the U.S. Borrower or any of its Subsidiaries
     or (y) are being contested in good faith by appropriate proceedings, which
     proceedings have the effect of preventing the forfeiture or sale of the
     property or asset subject to such Lien;

          (iii) (x) Liens created by or pursuant to this Agreement and the
     Security Documents (it being understood and agreed that the obligations
     under or relating to the Intermediate Holdco Credit Documents may be
     secured by the Intermediate Holdco Collateral pursuant to the U.S. Pledge
     Agreement, on a "second-priority" basis to the TL Obligations (as defined
     in the U.S. Pledge Agreement), all in accordance with the terms of the U.S.
     Pledge Agreement) and (y) Liens (but only on Collateral of the U.S. Credit
     Parties) created by or pursuant to the ABL Credit Agreement and the ABL
     Security Documents, securing Indebtedness incurred pursuant to clause
     (xvii) of Section 9.04(b), in favor of the ABL Collateral Agent for the
     benefit of the ABL Secured Creditors, as in effect on the date hereof and
     as amended, supplemented or modified from time to time in accordance with
     the terms of the Intercreditor Agreement;

          (iv) Liens in existence on the Restatement Effective Date which are
     listed, and the property subject thereto described, in Schedule IX, but
     only to the respective date, if any, set forth in such Schedule IX for the
     removal, replacement and termination of any such Liens, plus renewals,
     replacements and extensions of such Liens, provided that (x) the aggregate
     principal amount of the Indebtedness, if any, secured by such Liens does
     not increase from that amount outstanding at the time of any such renewal,
     replacement or extension and (y) any such renewal, replacement or extension
     does not encumber any additional assets or properties of the U.S. Borrower
     or any of its Subsidiaries;

          (v) Liens (x) arising from judgments, decrees or attachments in
     circumstances not constituting an Event of Default under Section 10.09, (y)
     arising in connection with the deposit or payment of cash or other Property
     with or to any court or other governmental authority in connection with any
     pending claim or litigation and (z) arising in connection with the deposit
     of cash or other Property in connection with the issuance of stay and
     appeal bonds, provided that the Fair Market Value of all Property
     (including cash) subject to Liens pursuant to this clause (v) (whether
     pledged, paid, deposited or otherwise) shall not exceed at any time the sum
     of (1) $75,000,000 (net of any insurance proceeds actually received (and
     not returned) by the U.S. Borrower and its Subsidiaries in connection
     therewith) plus (2) in the case of Properties of Subsidiaries of the U.S.
     Borrower located outside the United States and subject to a Lien pursuant
     to this clause (v), an additional $50,000,000 (net of any insurance
     proceeds actually received (and not returned) by the U.S. Borrower and its
     Subsidiaries in connection therewith), if (and only if), in the case of
     this sub-clause (2), the U.S. Borrower shall have caused to be delivered to
     the Administrative Agent an opinion of counsel in form and substance, and
     from counsel, reasonably satisfactory to the Administrative Agent to the
     effect that such counsel expects a favorable judicial outcome with respect
     to the judgment, decree, attachment, claim or litigation that gave rise to
     the Lien on the respective Property, provided, further, however, that (I)
     in no event shall the Fair Market Value of all Property


                                     -114-



     (including cash) of Holdings and its Subsidiaries located in the United
     States and subject to Liens pursuant to this clause (v) (whether pledged,
     paid, deposited or otherwise) exceed $25,000,000 at any time and (II) in
     the case of any non-consensual attachment on the Property of any Subsidiary
     of the U.S. Borrower located outside the United States, the Fair Market
     Value of such Property shall not be included for purposes of calculating
     compliance with the immediately preceding proviso;

          (vi) Liens (other than any Lien imposed by ERISA) (x) incurred or
     deposits made in the ordinary course of business of the U.S. Borrower and
     its Subsidiaries in connection with workers' compensation, unemployment
     insurance and other types of social security, (y) to secure the performance
     by the U.S. Borrower and its Subsidiaries of tenders, statutory obligations
     (other than excise taxes not described in Section 9.03(i)), surety and
     customs bonds, statutory bonds, bids, leases, government contracts, trade
     contracts, performance and return of money bonds and other similar
     obligations (exclusive of (I) obligations for the payment of borrowed money
     and (II) stay and appeal bonds and other obligations described in Section
     9.03(v) above) or (z) to secure the performance by the U.S. Borrower and
     its Subsidiaries of leases of Real Property, to the extent incurred or made
     in the ordinary course of business consistent with past practices, provided
     that the aggregate Fair Market Value of all Property pledged or deposited
     at any time pursuant to preceding sub-clauses (y) and (z) shall not exceed
     $25,000,000 in the aggregate (it being understood that letters of credit
     and bank guaranties issued in support of customs bonds, licensing
     arrangements and similar obligations do not constitute Property pledged or
     deposited to support such obligations);

          (vii) licenses, sublicenses, leases or subleases granted to third
     Persons in the ordinary course of business not interfering in any material
     respect with the business of the U.S. Borrower or any of its Subsidiaries;

          (viii) (x) Permitted Encumbrances and (y) easements, rights-of-way,
     restrictions, encroachments, municipal and zoning ordinances and other
     similar charges or encumbrances, and minor title deficiencies, in each case
     not securing Indebtedness and not materially interfering with the conduct
     of the business of Holdings or any of its Subsidiaries;

          (ix) Liens arising from or related to precautionary UCC financing
     statements regarding operating leases entered into by the U.S. Borrower and
     its Subsidiaries in the ordinary course of business;

          (x) Liens upon assets of the U.S. Borrower or any of its Subsidiaries
     subject to Capitalized Lease Obligations permitted pursuant to Section
     9.04(b)(iv), provided that (x) such Liens only serve to secure the payment
     of Indebtedness arising under such Capitalized Lease Obligation and (y) the
     Lien encumbering the asset giving rise to the Capitalized Lease Obligation
     does not encumber any other asset of the U.S. Borrower or any of its
     Subsidiaries;

          (xi) Liens arising pursuant to purchase money mortgages or security
     interests securing Indebtedness representing the purchase price (or
     financing of the purchase price


                                     -115-



     within 30 days after the respective purchase) of assets acquired after the
     Restatement Effective Date by the U.S. Borrower and its Subsidiaries,
     provided that (x) any such Liens attach only to the assets so purchased,
     (y) the Indebtedness secured by any such Lien does not exceed 100% of the
     Fair Market Value or the purchase price of the property being purchased at
     the time of the incurrence of such Indebtedness and (z) the Indebtedness
     secured thereby is permitted to be incurred pursuant to Section
     9.04(b)(iv);

          (xii) Liens on property or assets acquired pursuant to a Permitted
     Acquisition, or on property or assets of a Subsidiary of the U.S. Borrower
     in existence at the time such Subsidiary is acquired pursuant to a
     Permitted Acquisition, provided that (i) any Indebtedness that is secured
     by such Liens is permitted to exist under Section 9.04(b)(vi) and (ii) such
     Liens are not incurred in connection with, or in contemplation or
     anticipation of, such Permitted Acquisition and do not attach to any other
     asset of the U.S. Borrower or any of its Subsidiaries;

          (xiii) restrictions imposed in the ordinary course of business and
     consistent with past practices on the sale or distribution of designated
     inventory pursuant to agreements with customers under which such inventory
     is consigned by the customer or such inventory is designated for sale to
     one or more customers;

          (xiv) Liens in favor of customs or revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;

          (xv) bankers' liens, rights of setoff and other similar liens existing
     solely with respect to cash and Cash Equivalents on deposit in one or more
     of the accounts described below, in each case granted in the ordinary
     course of business in favor of the bank or banks with which the accounts
     are maintained, securing amounts owing to such bank with respect to cash
     management and operating account arrangements, including those involving
     pooled accounts and netting arrangements, provided that in no case shall
     any such Liens secure (either directly or indirectly) the repayment of any
     Indebtedness;

          (xvi) Liens securing Permitted Refinancing Indebtedness permitted
     pursuant to Section 9.04(b)(vii) to the extent such Liens comply with
     clause (b)(ii) of the definition of Permitted Refinancing Indebtedness;

          (xvii) Liens on the assets of a Foreign Subsidiary (other than the
     Bermuda Partnership) which is not a Foreign Credit Party securing
     Indebtedness incurred by such Foreign Subsidiary in accordance with the
     terms of Section 9.04(b)(viii);

          (xviii) Liens over promissory notes evidencing grower loans pledged in
     favor of financial institutions securing Indebtedness permitted to be
     incurred pursuant to clause (x) of Section 9.04(b)(xix);

          (xix) other Liens of the U.S. Borrower or any Subsidiary of the U.S.
     Borrower that (x) were not incurred in connection with borrowed money, (y)
     do not encumber any Property of the U.S. Borrower or any of its
     Subsidiaries the Fair Market Value of which exceeds the amount of the
     Indebtedness or other obligations secured by such Property or materially
     impair the use of such Property in the operation of the business of the
     U.S.


                                     -116-



     Borrower or such Subsidiary and (z) do not secure obligations in excess of
     $100,000,000 in the aggregate for all such Liens; and

          (xx) until the Intermediate Holdco Prepayment Consummation, Liens may
     be created (and exist) on the Intermediate Holdco Prepayment Funds (and
     proceeds thereof) in favor of the Intermediate Holdco Paying Agent to
     secure the repayment of the Intermediate Holdco Indebtedness as required
     pursuant to Sections 5.08 and 8.21 hereof.

In connection with the granting of Liens of the type described in clauses (iv),
(x), (xi), (xii), (xvi), (xvii), (xix) and (xx) of this Section 9.03 by the U.S.
Borrower or any of its Subsidiaries, the Administrative Agent and the Collateral
Agent shall be authorized, at the request of any Credit Agreement Party, to take
any actions deemed appropriate by it in connection therewith (including, without
limitation, by executing appropriate lien releases or lien subordination
agreements in favor of the holder or holders of such Liens, in either case
solely with respect to the assets subject to such Liens).

          9.04 Indebtedness. (a) No Credit Agreement Party will, nor will permit
any of its Subsidiaries to, contract, create, incur, assume or suffer to exist
(collectively, "incur") any Indebtedness; provided, however, that the U.S.
Borrower and each Domestic Subsidiary of the U.S. Borrower which is a U.S.
Credit Party may incur Indebtedness (which may be guaranteed by any U.S. Credit
Party) so long as: (i) the Total Leverage Ratio at such time does not exceed
5.50:1.00; (ii) the Senior Secured Leverage Ratio at such time does not exceed
3.00:1.00 (in each case, both immediately prior to the incurrence of such
Indebtedness and immediately after giving effect thereto); and (iii) no Default
or Event of Default then exists or would exist immediately after the respective
incurrence.

          (b) The foregoing limitations in Section 9.04(a) will not apply to the
following (each, a "Permitted Indebtedness"):

          (i) Indebtedness incurred pursuant to this Agreement and the other
     Credit Documents;

          (ii) Scheduled Existing Indebtedness outstanding on the Restatement
     Effective Date and listed on Schedule IV, without giving effect to any
     subsequent extension, renewal or refinancing thereof, except that Scheduled
     Existing Indebtedness may be refinanced through one or more issuances of
     Permitted Refinancing Indebtedness in accordance with Section 9.04(b)(vii)
     below;

          (iii) Indebtedness of (x) the Borrowers under Interest Rate Protection
     Agreements entered into to protect them against fluctuations in interest
     rates in respect of Indebtedness otherwise permitted under this Agreement
     and (y) Holdings under an Interest Rate Protection Agreement entered into
     to protect it against fluctuations in interest rates in respect of the
     Wellbeing Project Financing, in each case, so long as the entering into of
     such Interest Rate Protection Agreements are bona fide hedging activities
     and are not for speculative purposes;

          (iv) Capitalized Lease Obligations and Indebtedness of the U.S.
     Borrower and its Subsidiaries representing purchase money Indebtedness
     secured by Liens permitted


                                     -117-



     pursuant to Section 9.03(xi), provided that the sum of (x) the aggregate
     Capitalized Lease Obligations outstanding at any time plus (y) the
     aggregate principal amount of such purchase money Indebtedness outstanding
     at any time shall not exceed $25,000,000;

          (v) intercompany Indebtedness of (w) the U.S. Borrower and its
     Subsidiaries to the extent permitted by Sections 9.05(vi) and (xvii), (x)
     the U.S. Borrower owed to Intermediate Holdco to the extent permitted by
     Section 9.05(xxii), (y) Intermediate Holdco owed to the U.S. Borrower or
     Holdings to the extent permitted by Section 9.05(xxi) or (xxii), as the
     case may be, and (z) Holdings owed to Intermediate Holdco to the extent
     permitted by Section 9.05(xxi);

          (vi) Indebtedness of a Subsidiary of the U.S. Borrower acquired
     pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of
     a Permitted Acquisition of an asset securing such Indebtedness) (such
     Indebtedness, "Permitted Acquired Debt"), provided that (x) such
     Indebtedness was not incurred in connection with, or in anticipation or
     contemplation of, such Permitted Acquisition and (y) the aggregate
     principal amount of all Indebtedness outstanding pursuant to this Section
     9.04(b) (vi) at any time (exclusive of any such Indebtedness held by a
     Qualified Obligor which is not guaranteed by Holdings or any of its other
     Subsidiaries and is not secured by a Lien on any Property of Holdings or
     any of its Subsidiaries), when added to the aggregate principal amount of
     Permitted Refinancing Indebtedness outstanding pursuant to Section
     9.04(b)(vii) at any time (except to the extent incurred to refinance
     Scheduled Existing Indebtedness or Permitted Acquired Debt held by a
     Qualified Obligor which is not guaranteed by Holdings or any of its other
     Subsidiaries and is not secured by a Lien on any Property of Holdings or
     any of its Subsidiaries and successive refinancings of the foregoing),
     shall not exceed $50,000,000;

          (vii) Permitted Refinancing Indebtedness, so long as (x) no Specified
     Default or Event of Default is in existence at the time of the incurrence
     of such Permitted Refinancing Indebtedness and immediately after giving
     effect thereto and (y) the aggregate principal amount of Permitted
     Refinancing Indebtedness outstanding pursuant to this Section 9.04(b)(vii)
     at any time (except to the extent incurred to refinance Scheduled Existing
     Indebtedness or Permitted Acquired Debt held by a Qualified Obligor which
     is not guaranteed by Holdings or any of its other Subsidiaries and is not
     secured by a Lien on any Property of Holdings or any of its Subsidiaries
     and successive refinancings of the foregoing), when added to the aggregate
     principal amount of Permitted Acquired Debt outstanding pursuant to Section
     9.04(b)(vi) at any time (exclusive of any such Indebtedness held by a
     Qualified Obligor which is not guaranteed by Holdings or any of its other
     Subsidiaries and is not secured by a Lien on any Property of Holdings or
     any of its Subsidiaries), shall not exceed $50,000,000;

          (viii) Indebtedness of Foreign Subsidiaries of the U.S. Borrower
     (other than the Bermuda Partnership) under lines of credit to any such
     Foreign Subsidiary from Persons other than Holdings or any of its
     Subsidiaries, the proceeds of which Indebtedness are used for such Foreign
     Subsidiary's working capital and other general corporate purposes, provided
     that the aggregate principal amount of all such Indebtedness outstanding at
     any time for all such Foreign Subsidiaries shall not exceed $50,000,000;


                                     -118-



          (ix) Indebtedness of Holdings under Shareholder Subordinated Notes
     issued pursuant to Section 9.06(ii), so long as the aggregate outstanding
     principal amount of Shareholder Subordinated Notes does not at any time
     exceed $5,000,000;

          (x) additional unsecured Indebtedness of the U.S. Borrower consisting
     of unsecured guarantees by such Borrower of (x) obligations (which
     guaranteed obligations do not themselves constitute Indebtedness) of one or
     more Wholly-Owned Subsidiaries of the U.S. Borrower, (y) leases pursuant to
     which one or more Wholly-Owned Subsidiaries of the U.S. Borrower are the
     respective lessees and (z) Indebtedness of Wholly-Owned Subsidiaries of the
     U.S. Borrower of the type permitted pursuant to Section 9.04(b)(xiv);

          (xi) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business, so long as such Indebtedness is
     extinguished within five Business Days of the incurrence thereof;

          (xii) Indebtedness in respect of (x) Other Hedging Agreements to the
     extent permitted by clause (x) of Section 9.05(xii) and (y) Commodity
     Agreements to the extent permitted by clause (y) of Section 9.05(xii);

          (xiii) (x) Indebtedness of the U.S. Borrower or any of its
     Subsidiaries evidenced by completion guarantees and performance and surety
     bonds (but excluding appeal, performance and other bonds and/or guaranties
     issued in respect of obligations arising in connection with litigation)
     incurred in the ordinary course of business for purposes of insuring the
     performance of the U.S. Borrower or such Subsidiary in an aggregate amount
     not to exceed $50,000,000 at any time outstanding and (y) Indebtedness of
     the U.S. Borrower or any of its Subsidiaries evidenced by appeal,
     performance and other bonds and/or guaranties issued in respect of
     obligations arising in connection with litigation for purposes of insuring
     the performance of the U.S. Borrower or such Subsidiary in an aggregate
     amount not to exceed $50,000,000 at any time outstanding;

          (xiv) Indebtedness of the U.S. Borrower or any Subsidiary of the U.S.
     Borrower arising from agreements of the U.S. Borrower or a Subsidiary of
     the U.S. Borrower providing for indemnification, adjustment of purchase
     price or other similar obligations, in each case, incurred or assumed in
     connection with the disposition of any business, assets or a Subsidiary of
     the U.S. Borrower permitted under this Agreement (other than guarantees of
     Indebtedness incurred by any Person acquiring all or any portion of such
     business, assets or Subsidiary for the purpose of financing such
     acquisition), provided that the maximum assumable liability (as measured by
     the reserves reasonably established on such Person's financial statements)
     in respect of all such Indebtedness shall at no time exceed the gross
     proceeds actually received by the U.S. Borrower and its Subsidiaries in
     connection with such dispositions;

          (xv) unsecured Indebtedness of the U.S. Borrower evidenced by a
     guaranty of the Indebtedness or other obligations of any other Person
     (including Indebtedness of


                                     -119-



     Foreign Subsidiaries permitted pursuant to Section 9.04(b)(viii) above), so
     long as the aggregate amount of the Contingent Obligations of the U.S.
     Borrower pursuant to this Section 9.04(b)(xv) does not exceed $25,000,000
     at any time;

          (xvi) (I) unsecured Indebtedness of the U.S Borrower incurred under
     the Existing 2011 Senior Notes and the Existing 2011 Senior Notes Indenture
     and of the U.S. Subsidiary Guarantors (and so long as same remain U.S.
     Subsidiary Guarantors) under senior subordinated guarantees of the
     obligations of the U.S. Borrower provided under the Existing 2011 Senior
     Notes Documents to which they are a party, in an aggregate principal amount
     not to exceed $200,000,000 (less the amount of any repayments of principal
     thereof after the Restatement Effective Date), (II) unsecured Indebtedness
     of the U.S Borrower incurred under the Existing 2009 Senior Notes and the
     Existing 2009 Notes Indenture and of the U.S. Subsidiary Guarantors (and so
     long as same remain U.S. Subsidiary Guarantors) under senior subordinated
     guarantees of the obligations of the U.S. Borrower provided under the
     Existing 2009 Senior Notes Documents to which they are a party, in an
     aggregate principal amount not to exceed $350,000,000 (less the amount of
     any repayments of principal thereof after the Restatement Effective Date),
     (III) unsecured Indebtedness of the U.S Borrower incurred under the
     Existing 2013 Senior Notes and the Existing 2013 Notes Indenture and of the
     U.S. Subsidiary Guarantors (and so long as same remain U.S. Subsidiary
     Guarantors) under senior subordinated guarantees of the obligations of the
     U.S. Borrower provided under the Existing 2013 Senior Notes Documents to
     which they are a party, in an aggregate principal amount not to exceed
     $155,000,000 (less the amount of any repayments of principal thereof after
     the Restatement Effective Date), (IV) unsecured Indebtedness of the U.S
     Borrower incurred under Permitted Senior Notes and the other Permitted
     Senior Notes Documents and of the U.S. Subsidiary Guarantors (and so long
     as same remain U.S. Subsidiary Guarantors) under senior subordinated
     guarantees of the obligations of the U.S. Borrower provided under the
     Permitted Senior Notes Documents to which they are a party, so long as such
     Indebtedness is incurred in accordance with the requirements of the
     definition of Permitted Senior Notes, (V) unsecured Indebtedness of the U.S
     Borrower incurred under the Existing 2010 Senior Notes and the Existing
     2010 Senior Notes Indenture and of the U.S. Subsidiary Guarantors (and so
     long as same remain U.S. Subsidiary Guarantors) under senior subordinated
     guarantees of the obligations of the U.S. Borrower provided under the
     Existing 2010 Senior Notes Documents to which they are a party, in an
     aggregate principal amount not to exceed $400,000,000 (less the amount of
     any repayments of principal thereof after the Restatement Effective Date)
     and (VI) on or prior to the Intermediate Holdco Prepayment Date,
     Indebtedness of Intermediate Holdco and Corporate Holdco under the
     Intermediate Holdco Credit Documents in an aggregate principal amount at
     any time outstanding not to exceed $150,000,000 (as such amount may be
     reduced by any repayments of principal of the Intermediate Holdco
     Indebtedness), and (VII) unsecured Indebtedness of the U.S Borrower
     incurred under the Permitted Refinancing Senior Notes and the other
     Permitted Refinancing Senior Notes Documents and of the U.S. Subsidiary
     Guarantors (and so long as same remain U.S. Subsidiary Guarantors) under
     senior subordinated guarantees of the obligations of the U.S. Borrower
     provided under the Permitted Refinancing Senior Notes Documents to which
     they are a party, so long as such Indebtedness is incurred in accordance
     with the requirements of the definition of Permitted Refinancing Senior
     Notes;


                                     -120-



          (xvii) Holdings, Intermediate Holdco, the U.S. Borrower and the U.S.
     Subsidiary Guarantors may incur and remain liable with respect to the
     Indebtedness under the ABL Credit Agreement and the other ABL Credit
     Documents; provided, however, that the aggregate principal amount of
     Indebtedness thereunder shall not exceed (as measured on each date of
     incurrence pursuant to this clause (xvii)) the greater of (I) $400,000,000
     and (II) the sum of (x) 80% of the net book value of the accounts
     receivable of the U.S. Borrower and its Domestic Subsidiaries and (y) 60%
     of the net book value of the inventory of the U.S. Borrower and its
     Domestic Subsidiaries, with any determinations pursuant to this clause (II)
     to be made on the date of each incurrence of Indebtedness pursuant to this
     clause (II) based on the most recent financial statements that are
     available to the U.S. Borrower;

          (xviii) Indebtedness of Foreign Subsidiaries of the U.S. Borrower
     under bank guaranties and letters of credit issued by financial
     institutions (on behalf of such Foreign Subsidiaries) in an aggregate
     amount not to exceed $50,000,000 at any time;

          (xix) (x) Indebtedness of Foreign Subsidiaries incurred in connection
     with grower loan programs in an aggregate principal amount not to exceed
     $50,000,000 at any time outstanding and (y) unsecured Indebtedness of the
     U.S. Borrower evidenced by a guaranty of Indebtedness permitted pursuant to
     preceding subclause (x) of this Section 9.04(b)(xix);

          (xx) Indebtedness of the U.S. Borrower or any of its Subsidiaries
     incurred in connection with vehicle inventory loans in an aggregate
     principal amount not to exceed $5,000,000 at one time outstanding;

          (xxi) Indebtedness of the U.S. Borrower which may be deemed to exist
     under its non-qualified excess savings plan for employees;

          (xxii) Indebtedness of Holdings under the Wellbeing Project Financing
     Documents in an aggregate principal amount at any time outstanding not to
     exceed the Wellbeing Project Financing Debt Cap Amount at such time, so
     long as (A) such Indebtedness is incurred in accordance with the
     requirements of the definition of "Wellbeing Project Financing" and (B) no
     Default or Event of Default is in existence at the time of the respective
     incurrence of such Wellbeing Project Financing and immediately after giving
     effect thereto; and

          (xxiii) additional unsecured Indebtedness of the U.S. Borrower and its
     Subsidiaries (other than the Bermuda Partnership Partners and the Bermuda
     Partnership) not otherwise permitted hereunder not exceeding $100,000,000
     in aggregate principal amount at any time outstanding, provided that no
     such additional Indebtedness shall be incurred at any time a Default or
     Event of Default then exists or would result therefrom.

          In addition, notwithstanding anything to the contrary contained above
in clauses (a) and (b) of this Section 9.04, (x) in no event shall any
Subsidiary of Holdings guarantee any Indebtedness of Holdings under any
Wellbeing Project Financing Document or incur any other obligation under, or
with respect to, any Wellbeing Project Financing Document having any


                                     -121-



element of recourse to such Subsidiary or to such Subsidiary's assets or
properties and (y) Holdings shall not permit any Unrestricted Wellbeing Joint
Venture to incur any Indebtedness or any other obligation having any element of
recourse to any Subsidiary of Holdings or to any assets or properties of any
Subsidiary of Holdings.

          9.05 Advances; Investments; Loans. No Credit Agreement Party will, nor
will permit any of its Subsidiaries to, directly or indirectly, lend money or
extend credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other Equity Interest in, or make any
capital contribution to, any Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents (each of the foregoing an "Investment" and,
collectively, "Investments"), except:

          (i) (w) the U.S. Borrower and its Subsidiaries may acquire and hold
     cash and Cash Equivalents; (x) Intermediate Holdco may hold cash and Cash
     Equivalents (I) in a de minimis amount representing proceeds from the
     initial capital contribution made in connection with its formation and (II)
     representing the proceeds of any Indebtedness permitted to be incurred, or
     Dividends permitted to be received, by it pursuant to the terms of this
     Agreement, so long as (in the case of preceding subclause (II))
     Intermediate Holdco utilizes such cash and/or Cash Equivalents within the
     time periods required, and for the purposes permitted, by this Agreement,
     (y) Corporate Holdco may hold cash and Cash Equivalents in a de minimis
     amount representing proceeds from the initial capital contribution made in
     connection with its formation and (z) Holdings may hold cash and Cash
     Equivalents (I) in a de minimis amount representing proceeds from the
     initial capital contribution made in connection with its formation and (II)
     representing the proceeds of any Indebtedness permitted to be incurred, or
     Dividends permitted to be received, by it pursuant to the terms of this
     Agreement (including cash and Cash Equivalents held by Holdings
     representing proceeds from the Wellbeing Project Financing), so long as (in
     the case of preceding subclause (II)) Holdings utilizes such cash or Cash
     Equivalents within the time periods required, and for the purposes
     permitted, by this Agreement;

          (ii) the U.S. Borrower and its Subsidiaries may acquire and hold
     receivables owing to it, if created or acquired in the ordinary course of
     business and payable or dischargeable in accordance with customary trade
     terms (including the dating of receivables) of the U.S. Borrower or such
     Subsidiary;

          (iii) the U.S. Borrower and its Subsidiaries may acquire and own
     investments (including debt obligations) received in connection with the
     bankruptcy or reorganization of suppliers, trade creditors, licensees,
     licensors and customers and in good faith settlement of delinquent
     obligations of, and other disputes with, suppliers, trade creditors,
     licensees, licensors and customers arising in the ordinary course of
     business;

          (iv) Interest Rate Protection Agreements entered into in compliance
     with Section 9.04(b)(iii) shall be permitted;


                                     -122-



          (v) (x) Investments constituting Intercompany Scheduled Existing
     Indebtedness in existence on the Restatement Effective Date (and any
     refinancings thereof permitted pursuant to Section 9.04(b)(vii) and
     consistent with the definition of Permitted Refinancing Indebtedness) and
     (y) such other Investments in existence on the Restatement Effective Date
     and listed on Schedule VI (without giving effect to any additions thereto
     or replacements thereof); provided that any additional Investments made
     with respect to the Investments described in preceding subclause (y) of
     this Section 9.05(v) shall be permitted only if independently justified
     under the other provisions of this Section 9.05;

          (vi) (u) Qualified U.S. Obligors (other than Holdings, Intermediate
     Holdco and Corporate Holdco) may make intercompany loans to each other, (v)
     Qualified Non-U.S. Obligors may make intercompany loans to each other, (w)
     Qualified U.S. Obligors (other than Holdings, Intermediate Holdco and
     Corporate Holdco) may make intercompany loans to any Qualified Non-U.S.
     Obligor, (x) Qualified Obligors and Foreign Subsidiary Guarantors that are
     not Qualified Obligors may make intercompany loans to any Foreign
     Subsidiary of the U.S. Borrower that is not a Qualified Obligor, (y) any
     Wholly-Owned Foreign Subsidiary of the U.S. Borrower may make intercompany
     loans to any Qualified Obligor and (z) Non-Guarantor Subsidiaries may make
     intercompany loans to each other and to any Foreign Credit Party, provided
     that (I) unless the respective obligor under such intercompany loan
     reasonably determines that the execution, delivery and performance of an
     Intercompany Note is prohibited by, or that such Intercompany Note would
     not be enforceable against such obligor under, applicable local law, any
     such intercompany loan made pursuant to this Section 9.05(vi) (other than
     any such loan made to a Non-Wholly Owned Subsidiary) shall be evidenced by
     an Intercompany Note, (II) at no time shall the aggregate outstanding
     principal amount of all such intercompany loans made pursuant to subclause
     (w) of this Section 9.05(vi) above (exclusive of loans made to Qualified
     Non-U.S. Obligors which are promptly on-lent by such Qualified Non-U.S.
     Obligors to Foreign Subsidiaries that are not Qualified Obligors in
     reliance on subclause (x) above), when added to the aggregate amount of
     capital contributions made pursuant to (and in reliance on) Section
     9.05(viii)(y) (for this purpose, taking the Fair Market Value of any
     Property (other than cash) so contributed at the time of such
     contribution), exceed $200,000,000 (determined without regard to
     write-downs or write-offs thereof), (III) at no time shall the aggregate
     outstanding principal amount of all such intercompany loans made pursuant
     to subclause (x) of this Section 9.05(vi) above (determined without regard
     to write-downs or write-offs thereof), when added to the aggregate amount
     of capital contributions made pursuant to (and in reliance on) Section
     9.05(viii)(z) (for this purpose, taking the Fair Market Value of any
     Property (other than cash) so contributed at the time of such
     contribution), exceed $150,000,000, (IV) no intercompany loans may be made
     pursuant to subclause (w) or (x) of this Section 9.05(vi) at any time any
     Specified Default or any Event of Default is in existence (or would be in
     existence after giving effect thereto), (V) subject to the exception
     specified in the proviso to Section 9.01(g), each intercompany loan made
     pursuant to this Section 9.05(vi) shall be subject to subordination as, and
     to the extent required by, the Intercompany Subordination Agreement and
     (VI) any intercompany loans made pursuant to this Section 9.05(vi) shall
     cease to be permitted hereunder if the obligor or obligee thereunder ceases
     to constitute a Qualified Obligor or a Foreign Subsidiary of the U.S.
     Borrower as contemplated above;


                                     -123-



          (vii) (x) loans by the U.S. Borrower and its Subsidiaries to officers,
     employees and directors of Holdings and its Subsidiaries for bona fide
     business purposes, in each case incurred in the ordinary course of
     business, in an aggregate outstanding principal amount not to exceed
     $5,000,000 at any time outstanding (determined without regard to any
     write-downs or write-offs of such loans and advances) shall be permitted
     and (y) advances of reimbursable expenses by the U.S. Borrower and its
     Subsidiaries to officers, employees and directors of Holdings and its
     Subsidiaries for bona fide purposes, in each case incurred in the ordinary
     course of business;

          (viii) (u) any Wholly-Owned Foreign Subsidiary of the U.S. Borrower
     may make capital contributions to any Qualified Obligor, (v) any Qualified
     U.S. Obligor may make capital contributions to any of its direct
     Wholly-Owned Subsidiaries that is a Qualified U.S. Obligor, (w) any
     Qualified Non-U.S. Obligor may make capital contributions to any of its
     direct Wholly-Owned Subsidiaries that is a Qualified Non-U.S. Obligor, (x)
     any Non-Guarantor Subsidiary may make capital contributions to any of its
     direct Wholly-Owned Subsidiaries that is a Non-Guarantor Subsidiary or a
     Foreign Credit Party, (y) any Qualified U.S. Obligor may make capital
     contributions to any of its direct Wholly-Owned Subsidiaries that is
     Qualified Non-U.S. Obligor and (z) any Qualified Obligor and any Foreign
     Subsidiary Guarantor that is not a Qualified Obligor may make capital
     contributions to any of their respective direct Foreign Subsidiaries that
     is not a Qualified Obligor; provided that (I) at no time shall the
     aggregate amount of the capital contributions made pursuant to subclause
     (y) of this Section 9.05(viii) (for this purpose, (1) taking the Fair
     Market Value of any Property (other than cash) so contributed at the time
     of such contribution and (2) excluding capital contributions made to a
     Qualified Non-U.S. Obligor which are promptly contributed, in turn, to a
     Foreign Subsidiary of such Qualified Non-U.S. Obligor that is not a
     Qualified Obligor in reliance on subclause (z) above), when added to the
     aggregate outstanding principal amount of all intercompany loans made
     pursuant to subclause (w) of Section 9.05(vi) above (determined without
     regard to write-downs or write-offs thereof), exceed $200,000,000, (II) at
     no time shall the aggregate amount of the capital contributions made
     pursuant to subclause (z) of this Section 9.05(viii) (for this purpose,
     taking the Fair Market Value of any Property (other than cash) so
     contributed at the time of such contribution), when added to the aggregate
     outstanding principal amount of all intercompany loans made pursuant to
     subclause (x) of Section 9.05(vi) above (determined without regard to
     write-downs or write-offs thereof), exceed $150,000,000 and (III) no
     contributions may be made pursuant to subclause (y) or (z) of this Section
     9.05(viii) at any time any Specified Default or any Event of Default is in
     existence (or would be in existence after giving effect thereto);

          (ix) the Borrowers and the Subsidiary Guarantors may make Permitted
     Acquisitions in accordance with the relevant requirements of Section 8.15
     and the component definitions therein;

          (x) the U.S. Borrower and its Subsidiaries may own the capital stock
     of, or other Equity Interests in, their respective Subsidiaries created or
     acquired in accordance with the terms of this Agreement;


                                     -124-



          (xi) the U.S. Borrower and its Subsidiaries may acquire and hold
     non-cash consideration issued by the purchaser of assets in connection with
     a sale of such assets to the extent permitted by Sections 9.02(v), (xiv)
     and (xviii);

          (xii) the U.S. Borrower and its Subsidiaries may enter into (x) Other
     Hedging Agreements in the ordinary course of business providing protection
     against fluctuations in currency values in connection with the operations
     of the U.S. Borrower or any of its Subsidiaries and (y) Commodity
     Agreements in the ordinary course of business providing protection against
     fluctuations in prices of commodities used in the operations of the U.S.
     Borrower and its Subsidiaries, in each case, so long as management of the
     U.S. Borrower or such Subsidiary, as the case may be, has determined in
     good faith that the entering into of such Other Hedging Agreements or
     Commodity Agreements, as the case may be, are bona fide hedging activities
     and are not for speculative purposes;

          (xiii) Holdings may acquire and hold obligations of one or more
     officers, directors or other employees of Holdings or any of its
     Subsidiaries in connection with such officers', directors' or employees'
     acquisition of shares of capital stock of Holdings, so long as no cash is
     paid by Holdings or any of its Subsidiaries to such officers, directors or
     employees in connection with the acquisition of any such obligations;

          (xiv) loans or advances by any Subsidiary of Holdings in connection
     with grower loan programs; provided that (I) at no time shall the aggregate
     outstanding principal amount of all such loans and advances made pursuant
     to this Section 9.05(xiv) exceed $75,000,000 (determined without regard to
     write-downs or write-offs thereof), (II) no loans or advances may be made
     pursuant to this Section 9.05(xiv) at any time any Specified Default or any
     Event of Default is in existence (or would be in existence after giving
     effect thereto), and (III) in the event a loan or advance made by a Credit
     Party pursuant to this Section 9.05(xiv) is evidenced by a promissory note,
     such promissory note shall be pledged to the Collateral Agent pursuant to
     the relevant Security Document (except to the extent local law or the
     relevant grower loan documents prohibit such pledge or such note is
     required to be pledged to secure Indebtedness incurred pursuant to clause
     (x) of Section 9.04(b)(xix));

          (xv) so long as no Default or Event of Default then exists or would
     result therefrom, the U.S. Borrower and its Subsidiaries may acquire Equity
     Interests in Persons (who, after giving effect to such acquisition, become
     Non-Wholly Owned Subsidiaries of the U.S. Borrower or such Subsidiary);
     provided that the aggregate amount of the Investments made pursuant to this
     Section 9.05(xv) after the Restatement Effective Date shall not exceed
     $50,000,000 (without regard to any write-downs or write-offs thereof);

          (xvi) any Non-Wholly Owned Subsidiary of the U.S. Borrower may make
     loans to its shareholders generally so long as (x) the U.S. Borrower or its
     respective Subsidiary which owns the Equity Interest in the Subsidiary
     making such loans receives at least its proportionate share of such loans
     (based upon its relative holding of the Equity Interests in the Subsidiary
     making such loans), (y) unless the entering into of the Intercompany
     Subordination Agreement requires the consent of the minority shareholder of
     such Non-Wholly Owned Subsidiary (and such consent is not obtained), such
     Non-Wholly-Owned


                                     -125-



     Subsidiary (as obligee of such loan) and the U.S. Borrower or such other
     Subsidiary (as obligor of such loan) shall be subject to the provisions of
     the Intercompany Subordination Agreement and (z) the aggregate outstanding
     principal amount of all loans pursuant to this Section 9.05(xvi) which are
     not subject to the subordination provisions of the Intercompany
     Subordination Agreement shall not exceed $50,000,000 at any time;

          (xvii) Investments constituting guaranties permitted by Section 9.04;

          (xviii) the Bermuda Partnership Partners may make additional
     Investments in the Bermuda Partnership not otherwise permitted by this
     Section, so long as (w) the Bermuda Partnership promptly (and in any event
     within one Business Day of receipt thereof) uses 100% of the cash proceeds
     of such Investment to make a prepayment on the intercompany loan owing by
     it to the Bermuda Borrower and incurred pursuant to the Intercompany
     Distribution Transactions, (x) the Bermuda Borrower uses all of the
     proceeds of such prepayment within one Business Day of the date of receipt
     thereof to prepay Term Loans owing by it in accordance with the
     requirements of Section 4.01(vii), (y) if any U.S. Borrower Incremental
     Term Loans are then outstanding, the U.S. Borrower makes a concurrent
     prepayment of U.S. Borrower Incremental Term Loans in accordance with the
     requirements of Section 4.01(vii) and (z) any Investment in the form of an
     intercompany loan or advance pursuant to this Section 9.05(xviii) shall be
     subject to subordination as, and to the extent required by, the
     Intercompany Subordination Agreement;

          (xix) so long as no Default or Event of Default then exists or would
     result therefrom, the U.S. Borrower and its Subsidiaries may make
     Investments not otherwise permitted by Section 9.05(i) through (xviii) and
     succeeding Section 9.05(xxi); provided that the aggregate amount of the
     Investments made pursuant to this Section 9.05(xix) after the Restatement
     Effective Date shall not exceed $100,000,000 (without regard to any
     write-downs or write-offs thereof)

          (xx) so long as no Default or Event of Default then exists or would
     result therefrom, Holdings may from time to time (I) make cash common
     equity contributions, and/or intercompany loans to, Westlake Wellbeing
     Company, and (II) make cash common equity contributions, and/or
     intercompany loans, to Wellbeing IP Holdco and/or Wellbeing Edco; provided
     that (x) Holdings shall at all times own or hold at least 85% of the Equity
     Interests of Westlake Wellbeing Company (on a fully diluted basis) and at
     least 50% of the Equity Interests of each of Wellbeing IP Holdco and
     Wellbeing Edco (on a fully diluted basis), (y) all of the Equity Interests
     of each of the Unrestricted Wellbeing Joint Ventures held by Holdings shall
     have been delivered and pledged by Holdings to the Collateral Agent
     pursuant to the U.S. Pledge Agreement and (z) each Investment made by
     Holdings pursuant to this Section 9.05(xx) in the form of an intercompany
     loan shall be evidenced by an Intercompany Note pledged to the Collateral
     Agent pursuant to the U.S. Pledge Agreement;

          (xxi) the U.S. Borrower may make intercompany loans to Intermediate
     Holdco, and Intermediate Holdco may make intercompany loans to Holdings, at
     the times and for the purposes described below, so long as (i) no Default
     or Event of Default then exists or


                                     -126-



     would result therefrom, (ii) the (x) Total Unutilized Revolving Loan
     Commitment (as defined in the ABL Credit Agreement) or, if less, the amount
     which could then be borrowed thereunder giving effect to "borrowing base"
     or similar limitations on amounts permitted to be borrowed thereunder or
     (y) in the event that the ABL Credit Agreement shall have been replaced or
     refinancing, undrawn available amounts under other working capital
     revolving credit facilities of the U.S. Borrower (determined based on the
     relevant total commitments and borrowing base or other similar limitations,
     as applicable), shall equal or exceed $30,000,000 immediately after giving
     effect to each such intercompany loan), (iii) each such intercompany loan
     is permitted pursuant to the terms of the ABL Credit Documents, the
     Existing Senior Notes Documents, and, on and after the execution and
     delivery thereof, the Permitted Senior Notes Documents and the Permitted
     Refinancing Senior Notes Documents, (iv) no such intercompany loan by the
     U.S. Borrower to Intermediate Holdco shall be made, unless the proceeds
     thereof are promptly (and in any event within 5 Business Days of the making
     of such intercompany loan or, in the case of following clause (C), by the
     Intermediate Holdco Prepayment Date) (A) on-loaned by Intermediate Holdco
     to Holdings for use within the time periods required by, and for the
     purposes described in, immediately succeeding clause (v), (B) Dividended by
     Intermediate Holdco to Holdings for use within the time periods required
     by, and for the purposes described in, sub-clause (iv) of Section 9.06(ix)
     or (C) utilized by Intermediate Holdco to pay amounts owing pursuant to the
     Intermediate Holdco Indebtedness as contemplated by Section 8.21, (v) the
     proceeds of each such intercompany loan received by Holdings shall be
     utilized by Holdings promptly (and, in any event, within 30 days of the
     receipt of such proceeds) to make an Investment in one or more Unrestricted
     Wellbeing Joint Ventures pursuant to Section 9.05(xx) for the purposes of
     financing the Wellbeing Project and/or the operations of the Unrestricted
     Wellbeing Joint Ventures, and (vi) each such intercompany loan shall be
     evidenced by an Intercompany Note pledged by the U.S. Borrower or
     Intermediate Holdco, as the case may be, to the Collateral Agent pursuant
     to the U.S. Pledge Agreement; and

          (xxii) (x) Intermediate Holdco may make intercompany loans to the U.S.
     Borrower with the proceeds from any Investment made in it by Holdings with
     the proceeds of (I) any Equity Infusion or (II) Wellbeing Project
     Financing, so long as each such intercompany loan shall be evidenced by an
     Intercompany Note pledged by Intermediate Holdco to the Collateral Agent
     pursuant to the U.S. Pledge Agreement and (y) Holdings may make
     intercompany loans to Intermediate Holdco with the proceeds from (I) any
     Equity Infusion or (II) the incurrence of any Wellbeing Project Financing,
     so long as each such intercompany loan shall be evidenced by an
     Intercompany Note pledged by Holdings to the Collateral Agent pursuant to
     the U.S. Pledge Agreement.

          9.06 Restricted Payments; etc. No Credit Agreement Party will, nor
will permit any of its Subsidiaries to, declare or pay any dividends (other than
dividends payable solely in non-redeemable common stock or comparable common
equity interests of Holdings or any such Subsidiary, as the case may be) or
return any equity capital to, its stockholders, partners, members or other
equity holders or authorize or make any other distribution, payment or delivery
of property or cash to its stockholders, partners, members or other equity
holders as such, or redeem, retire, purchase or otherwise acquire, directly or
indirectly, for a consideration, any shares of any class of its capital stock or
other Equity Interests, now or hereafter outstanding (or


                                     -127-



any warrants for or options or stock appreciation rights in respect of any of
such shares or other Equity Interests), or set aside any funds for any of the
foregoing purposes, and no Credit Agreement Party will permit any of its
Subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the capital stock or other Equity Interests of any direct or
indirect parent of such Subsidiary now or hereafter outstanding (or any options
or warrants or stock appreciation rights issued by such Person with respect to
its capital stock or other Equity Interests) (all of the foregoing "Dividends")
or make any payments in respect of any outstanding Shareholder Subordinated
Notes or Intercompany Debt, except that:

          (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the
     U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y)
     any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends
     to its shareholders generally so long as the U.S. Borrower or its
     respective Subsidiary which owns the Equity Interest in the Subsidiary
     paying such Dividends receives at least its proportionate share thereof
     (based upon its relative holding of the Equity Interests in the Subsidiary
     paying such Dividends and taking into account the relative preferences, if
     any, of the various classes of Equity Interests of such Subsidiary);
     provided that any Dividend made pursuant to preceding clause (x) to any
     Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A)
     (I) no Specified Default and no Event of Default then exists or would
     result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes
     and/or transfer any Property received pursuant to such Dividend (directly
     or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or
     (B) the Subsidiary making such Dividend is not a Credit Party; provided,
     however, that, subject to Section 9.01(d)(v), any such Dividend may be made
     to the Bermuda Partnership notwithstanding the existence of an Event of
     Default (other than an Event of Default under Section 10.01 or 10.05) so
     long as (a) the Bermuda Partnership complies with clause (II) of the
     preceding proviso and (b) the Bermuda Partnership Partners are (after
     giving effect to the receipt of any Dividend from Bermuda Partnership) in
     compliance with the requirements of Section 9.01(d);

          (ii) Holdings may redeem or purchase shares of Holdings Common Stock
     or options to purchase Holdings Common Stock, as the case may be, held by
     former officers or employees of Holdings or any of its Subsidiaries
     following the death, disability, retirement or termination of employment of
     such officers or employees, provided that (w) the only consideration paid
     by Holdings in respect of such redemptions and/or purchases shall be cash
     and Shareholder Subordinated Notes, (x) the sum of (A) the aggregate amount
     paid by Holdings in cash in respect of all such redemptions and/or
     purchases plus (B) the aggregate amount of all principal and interest
     payments made on Shareholder Subordinated Notes, shall not exceed
     $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any
     redemption or purchase pursuant to this Section 9.06(ii), no Specified
     Default or Event of Default shall then exist or result therefrom;

          (iii) (A) the U.S. Borrower may pay cash Dividends to Intermediate
     Holdco, so long as (x) no Specified Default or Event of Default then exists
     or would result therefrom and (y) the cash proceeds thereof are promptly
     used by Intermediate Holdco to pay the cash Dividend described in
     succeeding clause (B) and (B) Intermediate Holdco may pay cash Dividends to
     Holdings, so long as (x) no Specified Default or Event of


                                     -128-



     Default then exists or would result therefrom and (y) the cash proceeds
     thereof are promptly used by Holdings for the purposes described in Section
     9.06(ii);

          (iv) (A) the U.S. Borrower may pay cash Dividends to Intermediate
     Holdco, so long as the proceeds thereof are promptly used by Intermediate
     Holdco to pay its operating expenses in the ordinary course of business
     (including, without limitation, professional fees and expenses) and other
     similar corporate overhead costs and expenses, (B) the U.S. Borrower may
     pay cash Dividends to Intermediate Holdco, so long as Intermediate Holdco
     promptly contributes such proceeds to Corporate Holdco and the proceeds of
     such contribution are promptly used by Corporate Holdco to pay its
     operating expenses in the ordinary course of business (including, without
     limitation, professional fees and expenses) and other similar corporate
     overhead costs and expenses and (C) the U.S. Borrower may pay cash
     Dividends to Intermediate Holdco, which, in turn, may pay cash Dividends to
     Holdings, so long as the proceeds thereof are promptly used by Holdings to
     pay operating expenses in the ordinary course of its business (including,
     without limitation, professional fees and expenses) and other similar
     corporate overhead costs and expenses;

          (v) the U.S. Borrower may pay cash Dividends to Intermediate Holdco,
     and Intermediate Holdco may in turn pay cash Dividends to Holdings, in the
     amounts and at the times of any payment by Holdings in respect of its taxes
     (or taxes of its consolidated group), provided that (x) the amount of cash
     Dividends paid pursuant to this clause (v) to enable Holdings to pay taxes
     at any time shall not exceed the amount of such taxes owing by Holdings at
     such time and (y) any refunds received by Holdings attributable to the U.S.
     Borrower or any of its Subsidiaries shall be promptly returned by Holdings
     to Intermediate Holdco, and, in turn, by Intermediate Holdco to the U.S.
     Borrower, provided, further, that (A) in no event shall the amount of
     Dividends paid by the U.S. Borrower and its Subsidiaries pursuant to this
     Section 9.06(v) in respect of any taxable year for which the U.S. Borrower
     and any of its Subsidiaries are included in a consolidated federal income
     tax return, or a consolidated, combined or unitary state or local tax
     return with any Person other than the U.S. Borrower and its Subsidiaries
     (such other Person or Persons included in such returns, together with the
     U.S. Borrower and its Subsidiaries, the "Affiliated Group") exceed, in the
     aggregate, the lesser of (I) the amount of such federal income tax or state
     or local tax, as the case may be (the "Relevant Separate Tax Liability"),
     that the U.S. Borrower and its Subsidiaries would have been obligated to
     pay if the U.S. Borrower and its Subsidiaries had filed a separate
     consolidated federal income tax return or a separate consolidated, combined
     or unitary state or local tax return, as the case may be, for such year and
     all prior taxable years (with the U.S. Borrower as the common parent of
     such affiliated group) and (II) the product of (a) the federal income or
     state or local tax liability, as the case may be, of the Affiliated Group
     for such year and (b) a fraction, (x) the numerator of which is an amount
     equal to the Relevant Separate Tax Liability of the U.S. Borrower and its
     Subsidiaries for such year and (y) the denominator of which is the
     aggregate of the total separate federal income, state or local tax
     liability, as the case may be, that each member of the Affiliated Group
     (treating the U.S. Borrower and its Subsidiaries as a single member and all
     other members of the Affiliated Group as one separate member) would have
     incurred for such year if such members had filed separate federal income
     tax returns or separate


                                     -129-



     consolidated, combined or unitary state or local tax returns, as the case
     may be, for such year and all prior taxable years and (B) each Unrestricted
     Wellbeing Joint Venture shall be required to contribute to Holdings (and
     shall concurrently or prior to any payment of any Dividend by the U.S.
     Borrower pursuant to this Section 9.06(v) have contributed to Holdings) its
     allocable share (as reasonably determined by Holdings in good faith) of all
     tax liabilities of Holdings and its consolidated Subsidiaries;

          (vi) Holdings and its Subsidiaries may make payments with respect to
     Intercompany Debt, so long as the respective payment is permitted to be
     made in accordance with the terms of the Intercompany Subordination
     Agreement; provided that, in no event shall the U.S. Borrower be permitted
     to repay any Intercompany Debt incurred by it from Intermediate Holdco
     pursuant to Section 9.05(xxii), unless the conditions set forth in
     subclauses (i), (ii), (iii) and (iv) of Section 9.06(ix) shall have been
     satisfied at such time (for such purposes, treating each reference to the
     making of a Dividend in said subclauses as if it were a reference to the
     repayment of such Intercompany Debt);

          (vii) Holdings may make payments of interest and principal on the
     Shareholder Subordinated Notes in accordance with the terms thereof, so
     long as the sum of (A) the aggregate amount paid by Holdings in cash in
     respect of all redemptions and/or purchases of Holdings Common Stock
     pursuant to Section 9.06(ii) plus (B) the aggregate amount of all principal
     and interest payments made on Shareholder Subordinated Notes, does not
     exceed $2,000,000 in any Fiscal Year of Holdings;

          (viii) Holdings may pay regularly scheduled Dividends on Qualified
     Preferred Stock issued by it pursuant to the terms thereof solely through
     the issuance of additional shares of such Qualified Preferred Stock rather
     than in cash;

          (ix) the U.S. Borrower may pay cash Dividends to Intermediate Holdco,
     and Intermediate Holdco may pay cash Dividends to Holdings, at the times
     and for the purposes described below, so long as (i) no Default or Event of
     Default then exists or would result therefrom, (ii) the aggregate amount of
     such cash Dividends shall not exceed the aggregate amount of cash common
     equity contributions received by the U.S. Borrower from Intermediate Holdco
     (including not more than $28,500,000 received prior to the Restatement
     Effective Date), to and including the date of such cash Dividend, pursuant
     to clause (v) of Section 9.05(viii), in each case only to the extent such
     cash common equity contributions were funded by Intermediate Holdco with
     proceeds from the incurrence of any Wellbeing Project Financing, (iii) each
     such Dividend is permitted pursuant to the terms of the Existing Senior
     Notes Documents and, on and after the execution and delivery thereof, the
     Permitted Senior Notes Documents and the Permitted Refinancing Senior Notes
     Documents, (iv) no such Dividend by the U.S. Borrower to Intermediate
     Holdco shall be paid, unless the proceeds thereof are promptly (and in any
     event within 5 Business Days of the payment of such Dividend) (A)
     Dividended by Intermediate Holdco to Holdings for use within the time
     periods required by, and for the purposes described in, immediately
     succeeding clause (v) and/or (B) on-loaned by Intermediate Holdco to
     Holdings for use within the time periods required by, and for the purposes
     described in, sub-clause (v) of preceding Section 9.05(xxi) and (v) the
     proceeds


                                     -130-



     of each such Dividend received by Holdings shall be utilized by Holdings
     promptly (and, in any event, within 30 days of the payment of such
     Dividend) to make an Investment in one or more Unrestricted Wellbeing Joint
     Ventures pursuant to Section 9.05(xx) for the purposes of financing the
     Wellbeing Project and/or the operations of the Unrestricted Wellbeing Joint
     Ventures;

          (x) the Refinancing may be consummated in accordance with the
     requirements of this Agreement;

          (xi) so long as no Default and no Event of Default then exists or
     would result therefrom, any Existing Senior Notes, any Permitted Senior
     Notes and any Permitted Refinancing Senior Notes may be refinanced with any
     Permitted Refinancing Senior Notes in accordance with the requirements of
     this Agreement;

          (xii) so long as no Specified Default and no Event of Default then
     exists or would result therefrom, any Scheduled Existing Indebtedness, any
     Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred
     to refinance same may be refinanced with Permitted Refinancing Indebtedness
     in accordance with the requirements of this Agreement; and

          (xiii) in addition to the actions permitted above, the U.S. Borrower
     and its Subsidiaries may make Investments (and, without duplication, may
     repurchase or redeem (so long as any repurchased Indebtedness is promptly
     cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so
     long as (I) no Default or Event of Default then exists or would result
     therefrom, (II) the aggregate amount of cash expended pursuant to this
     Section 9.06(xiii) to effect such Investments after the Restatement
     Effective Date does not exceed the sum of (x) $50,000,000 and (y) the
     aggregate amount of Retained Excess Cash Flow Amount at the time such
     Investment is made and (III) to the extent any such Investment (or any part
     thereof) is made in reliance on preceding clause (II)(y), calculations are
     made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of
     whether any Indebtedness is then being incurred pursuant to said Section
     9.04(a)) for the Calculation Period most recently ended prior to the date
     of the respective repurchase or redemption (determined on a Pro Forma Basis
     after giving effect to such Investment and the incurrence of any
     Indebtedness to finance same), as set forth in a certificate by an
     Authorized Officer of the U.S. Borrower furnished to the Administrative
     Agent on the date of such Investment, and such calculations shall show
     that, after giving effect to the respective Investment (and any other
     contemporaneous Investments) and any Indebtedness being incurred in
     connection therewith, the U.S. Borrower would be permitted to incur at
     least $1 of additional Indebtedness pursuant to Section 9.04(a) at such
     time; provided that, to the extent that such Investments constitute
     redemptions and/or repurchases of Existing Senior Notes, Permitted Senior
     Notes and/or Permitted Refinancing Senior Notes from time to time (whether
     redeemed in accordance with the terms of the indenture therefor and/or
     repurchased on the open market), all such Existing Senior Notes, Permitted
     Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so
     repurchased or redeemed are promptly cancelled by the U.S. Borrower.


                                     -131-


          9.07 Transactions with Affiliates. No Credit Agreement Party will, nor
will permit any of its Subsidiaries to, enter into any transaction or series of
transactions with any Affiliate of Holdings or any of its Subsidiaries other
than in the ordinary course of business and on terms and conditions
substantially as favorable to such Credit Agreement Party or such Subsidiary as
would be reasonably expected to be obtainable by such Credit Agreement Party or
such Subsidiary at the time in a comparable arm's-length transaction with a
Person other than an Affiliate; provided that the following shall in any event
be permitted: (i) the Transaction; (ii) intercompany transactions among the U.S.
Borrower and its Subsidiaries to the extent expressly permitted by Sections
9.02, 9.04, 9.05 and 9.06; (iii) the payment of consulting or other fees to the
U.S. Borrower by any of its Subsidiaries in the ordinary course of business;
(iv) customary fees to non-officer directors of the U.S. Borrower and its
Subsidiaries; (v) the U.S. Borrower and its Subsidiaries may enter into the
employment arrangements with respect to the procurement of services with their
respective officers and employees in the ordinary course of business; (vi)
Dividends may be paid by Holdings to the extent permitted by Section 9.06; (vii)
the payment of customary fees (excluding management fees) to the Agents and
their Affiliates for services rendered (including, without limitation, any
underwriting discounts and commissions); (viii) transactions between the U.S.
Borrower and/or any of its Subsidiaries and their respective Affiliates listed
on Schedule XIV hereto; and (ix) the California Disposition and any loan of all
or a portion of the Net Sale Proceeds therefrom to an Affiliate of the U.S.
Borrower, so long as (and only so long as) such transactions would not (in the
absence of this clause (ix) and, for such purpose, assuming same were in the
"ordinary course of business") give rise to a violation of this Section 9.07. In
no event shall any management, consulting or similar fee be paid or payable by
Holdings or any of its Subsidiaries to any Affiliate (other than the U.S.
Borrower or any other Credit Party), except as specifically provided in this
Section 9.07.

          9.08 Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; Issuances of Capital Stock; etc. (a) No Credit Agreement Party
will, and no Credit Agreement Party will permit any of its Subsidiaries to:

          (i) make (or give any notice in respect of) any voluntary or optional
     payment or prepayment on or redemption, repurchase or acquisition for value
     of (including, without limitation, by way of depositing with the trustee
     with respect thereto or any other Person money or securities before due for
     the purpose of paying when due), or any prepayment, repurchase, redemption
     or acquisition for value as a result of any asset sale, change of control
     or similar event of any Existing Indebtedness or, after the incurrence or
     issuance thereof, any Permitted Refinancing Indebtedness, any Shareholder
     Subordinated Note, any Qualified Preferred Stock, any Permitted Acquired
     Debt, any Permitted Senior Note or any Permitted Refinancing Senior Note,
     except to the extent expressly permitted under Section 9.06(xi), (xii)
     and/or (xiii) or, in the case of Permitted Acquired Debt, required by
     Section 8.11(h);

          (ii) amend or modify, or permit the amendment or modification of, any
     provision of any Existing Senior Notes Document or, on and after the
     execution and delivery thereof, any Wellbeing Project Financing Document,
     any Permitted Senior Notes Document and any Permitted Refinancing Senior
     Notes Document, in any such case other than any technical or clarifying
     amendments, modifications or changes to any such


                                     -132-



     Documents that are not in any way adverse to the interests of the Lenders
     and do not relate to the subordination provisions contained therein or, in
     the case of any Wellbeing Project Financing Document, amendments,
     modifications or changes which do not result in the Wellbeing Project
     Financing ceasing to meet the requirements of "Wellbeing Project Financing"
     as set forth in the definition thereof; or

          (iii) amend, modify or change any Permitted Acquired Debt, any
     Permitted Refinancing Indebtedness, any Tax Allocation Agreement, any
     Management Agreement, any Qualified Preferred Stock, its certificate of
     incorporation (including, without limitation, by the filing or modification
     of any certificate of designation), by-laws, certificate of partnership,
     partnership agreement, certificate of limited liability company, limited
     liability company agreement (or equivalent organizational documents) or any
     agreement entered into by it, with respect to its capital stock or other
     Equity Interests (including any Shareholders' Agreement), or enter into any
     new Tax Allocation Agreement, Management Agreement or agreement with
     respect to its capital stock or other Equity Interests, other than (A) any
     change to Permitted Acquired Debt or Permitted Refinancing Indebtedness as
     a result of the refinancing thereof as permitted by Section 9.08(a), (B)
     any amendments or modifications to Permitted Refinancing Debt or Qualified
     Preferred Stock consistent with the definitions thereof provided herein and
     (C) any amendments, modifications or changes pursuant to this Section
     9.08(a) and any such new agreements pursuant to this Section 9.08(a), (x)
     which do not adversely affect the interests of the Lenders in any material
     respect, (y), in the case of any Management Agreement, which does not
     involve the payment by Holdings or any of its Subsidiaries of any amount
     which could give rise to a violation of this Agreement and (z) any
     amendment to such Person's respective certificates of incorporation or
     other organizational documents to authorize the issuance of capital stock
     or other Equity Interests otherwise permitted to be issued pursuant to the
     terms of this Agreement.

          (b) Neither Holdings nor any of its Subsidiaries shall designate any
Indebtedness (other than the Obligations) as "Designated Guarantor Senior Debt"
or "Designated Senior Debt" for purposes of the Existing Senior Notes Documents
or, on and after the execution and delivery thereof, the Permitted Senior Notes
Documents and the Permitted Refinancing Senior Notes Documents.

          9.09 Limitation on Issuance of Equity Interests. (a) Holdings will not
issue (i) any Preferred Equity (or any options, warrants or rights to purchase
Preferred Equity) (other than Qualified Preferred Stock issued pursuant to
clause (c) below) or (ii) any redeemable common stock or equivalent common
Equity Interests.

          (b) Neither Intermediate Holdco nor any Borrower shall, nor shall
permit any of its Subsidiaries to, issue any capital stock or other Equity
Interests (including by way of sales of treasury stock), except (i) for
transfers and replacements of then outstanding shares of capital stock or other
Equity Interests, (ii) for stock splits, stock dividends and additional
issuances which do not decrease the aggregate percentage ownership of Holdings
and its Subsidiaries in any class of the capital stock or other Equity Interests
of such Subsidiaries, (iii) in the case of Foreign Subsidiaries of the U.S.
Borrower, to qualify directors to the extent required by applicable law, (iv)
Subsidiaries formed after the Initial Borrowing Date pursuant to Section 9.11


                                     -133-



(or Section 9.14 of the Original Credit Agreement) may issue capital stock or
other Equity Interests in accordance with the requirements of Section 9.11 (or,
for periods prior to the Restatement Effective Date, Section 9.14 of the
Original Credit Agreement) and (v) issuances of Equity Interests (including
Preferred Equity) by any Wholly-Owned Subsidiary of the U.S. Borrower to one or
more other Wholly-Owned Subsidiaries of the U.S. Borrower. All capital stock or
other Equity Interests issued in accordance with this Section 9.09(b) shall, to
the extent required by the relevant Security Document, be delivered to the
Collateral Agent for pledge pursuant to such Security Document.

          (c) Holdings may from time to time (i) issue Qualified Preferred
Stock, so long as (x) no Default or Event of Default shall exist at the time of
any such issuance or immediately after giving effect thereto, and (y) with
respect to each issuance of Qualified Preferred Stock, the gross cash proceeds
therefrom (or in the case of Qualified Preferred Stock directly issued as
consideration for a Permitted Acquisition, the Fair Market Value thereof of the
assets received therefor) shall be at least equal to 100% of the liquidation
preference thereof at the time of issuance and (ii) issue additional shares of
Qualified Preferred Stock to pay in kind regularly scheduled Dividends on
Qualified Preferred Stock theretofore issued in compliance with this Section
9.09(c).

          9.10 Limitation on Certain Restrictions on Subsidiaries. No Credit
Agreement Party will, nor will permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective,
any encumbrance or restriction on the ability of any such Subsidiary to (x) pay
dividends or make any other distributions on its capital stock or any other
Equity Interests or participation in its profits owned by Holdings or any
Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary
of Holdings, (y) make loans or advances to Holdings or any Subsidiary of
Holdings or (z) transfer any of its properties or assets to Holdings or any of
its Subsidiaries, except for such encumbrances or restrictions existing under or
by reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents, (iii) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary of
the U.S. Borrower, (iv) customary provisions restricting assignment of any
licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is
the licensee) or any other contract entered into by the U.S. Borrower or any
Subsidiary of the U.S. Borrower in the ordinary course of business, (v) any
agreement or instrument governing Permitted Acquired Debt, which encumbrance or
restriction is not applicable to any Person or the properties or assets of any
Person, other than the Person or the properties or assets of the Person acquired
pursuant to the respective Permitted Acquisition and so long as the respective
encumbrances or restrictions were not created (or made more restrictive) in
connection with or in anticipation of the respective Permitted Acquisition, (vi)
restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time
of the acquisition thereof as a result of an Investment pursuant to Section 9.05
or a Permitted Acquisition effected in accordance with Section 8.15; provided
that the restrictions applicable to such joint venture are not made more
burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than
those as in effect immediately before giving effect to the consummation of the
respective Investment or Permitted Acquisition; (vii) any restriction or
encumbrance with respect to assets subject to Liens permitted by Sections
9.03(iv), (x), (xi), (xii) and (xvi); (viii) the Existing 2011 Senior Notes
Documents; (ix) the Existing 2010 Senior Notes Documents; (x) the Existing 2009
Senior Notes Documents; (xi) the Existing 2013 Senior Notes


                                     -134-



Documents; (xii) the Intermediate Holdco Credit Documents; (xiii) the ABL Credit
Documents; (xiv) the Wellbeing Project Financing Documents; (xv) on and after
the execution and delivery thereof, the Permitted Senior Notes Documents; and
(xvi) on and after the execution and delivery thereof, the Permitted Senior
Refinancing Notes Documents.

          9.11 Limitation on the Creation of Subsidiaries and Joint Ventures.
(a) Except as otherwise specifically provided in immediately succeeding clause
(b), Holdings will not, and will not permit any of its Subsidiaries to,
establish, create or acquire after the Initial Borrowing Date any Subsidiary,
provided that the U.S. Borrower and its Wholly-Owned Subsidiaries shall be
permitted to establish or create Wholly-Owned Subsidiaries so long as (A) within
15 Business Days (or such longer period as is acceptable to the Administrative
Agent in any given case) of such establishment, creation or acquisition, as the
case may be, written notice thereof is given to the Administrative Agent
(provided that no such notice shall be required to be given (x) in the case of a
Shell Corporation or (y) in the case of a Foreign Subsidiary entitled to defer
the taking of actions otherwise required by this Section 9.11(a) as a result of
the application of clause (z) of the immediately succeeding proviso), (B)
subject to Sections 8.11(d) and 8.12, the Equity Interests of each such new
Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are pledged
pursuant to, and to the extent required by, the applicable Pledge Agreements
and/or Foreign Security Agreements and, if such Equity Interests constitute
certificated Equity Interests, the certificates representing such Equity
Interests, together with stock or other powers duly executed in blank, are
delivered to the Collateral Agent for the benefit of the Secured Creditors, (C)
to the extent such new Wholly-Owned Subsidiary is required, in accordance with
the applicable provisions of Section 8.11, to become a U.S. Subsidiary
Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers
counterparts of the U.S. Subsidiaries Guaranty, the Intercompany Subordination
Agreement, the Intercreditor Agreement and such Security Documents as would have
been entered into by the respective Subsidiary if same had been a U.S.
Subsidiary Guarantor under the Original Credit Agreement on the Initial
Borrowing Date, and takes all action in connection therewith as would otherwise
have been required to be taken pursuant to Section 5 of the Original Credit
Agreement if such new Wholly-Owned Subsidiary had been a U.S. Credit Party under
the Original Credit Agreement on the Initial Borrowing Date, (D) to the extent
such new Wholly-Owned Subsidiary is organized in a Qualified Non-U.S.
Jurisdiction and is required, in accordance with the applicable provisions of
Section 8.11, to become a Foreign Subsidiary Guarantor, (i) such new
Wholly-Owned Subsidiary executes and delivers counterparts of the Foreign
Subsidiaries Guaranty, the Intercompany Subordination Agreement and such
Security Documents as would have been entered into by the respective Subsidiary
if same had


                                     -135-



been a Foreign Subsidiary Guarantor under the Original Credit Agreement on the
Initial Borrowing Date (determined in accordance with the criteria described in
Sections 5.15, 5.17 and 5.18(b) of the Original Credit Agreement), and takes all
action in connection therewith as would otherwise have been required to be taken
pursuant to Section 5 of the Original Credit Agreement if such new Wholly-Owned
Subsidiary had been a Foreign Credit Party under the Original Credit Agreement
on the Initial Borrowing Date, (E) to the extent such new Wholly-Owned
Subsidiary is organized in a Non-Qualified Jurisdiction and is required, in
accordance with the applicable provisions of Section 8.11, to become a Foreign
Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers
counterparts of the Foreign Subsidiaries Guaranty and, in each case unless the
Administrative Agent otherwise agrees based on advice of local counsel, the
Intercompany Subordination Agreement and such Security Documents as would have
been entered into by the respective Subsidiary if same had been a Foreign
Subsidiary Guarantor under the Original Credit Agreement organized in such
Non-Qualified Jurisdiction on the Initial Borrowing Date (determined in
accordance with the criteria described in Sections 5.15, 5.17 and 5.18(b) of the
Original Credit Agreement), and takes all action in connection therewith as
would otherwise have been required to be taken pursuant to Section 5 of the
Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Foreign
Credit Party under the Original Credit Agreement organized in such Non-Qualified
Jurisdiction on the Initial Borrowing Date and (F) such new Wholly-Owned
Subsidiary, to the extent requested by any Agent or the Required Lenders, takes
all other actions required pursuant to Section 8.11 (including, without
limitation, to, at its own expense, execute, acknowledge and deliver, or cause
the execution, acknowledgment and delivery of, and thereafter register, file or
record in any appropriate governmental office, any document or instrument
reasonably deemed by the Collateral Agent to be necessary or desirable for the
creation and perfection of the Liens on its assets intended to be created
pursuant to the applicable Security Documents); provided that (x) the Credit
Documents required to be executed and delivered pursuant to clauses (C), (D) and
(E) by such newly formed, created or acquired Subsidiary shall not be required
to be so executed and delivered until 45 days after the formation, creation or
acquisition of such Subsidiary, (y) in the case of a Shell Corporation created
or established by the U.S. Borrower or any of its Wholly-Owned Subsidiaries, the
actions described in clauses (B), (C), (D) and (E) and applicable to such Shell
Corporation shall not be required to be taken (so long as same remains a Shell
Corporation) until 60 days after the creation or establishment of such Shell
Corporation and (z) in the case of a newly-formed Wholly-Owned Subsidiary of the
U.S. Borrower organized in (i) a Qualified Non-U.S. Jurisdiction or (ii) a
Non-Qualified Jurisdiction in which an existing Foreign Subsidiary Guarantor is
organized, the actions described in clauses (D), (E) and (F) and applicable to
such Wholly-Owned Subsidiary, shall not be required to be taken by such
Wholly-Owned Subsidiary if the gross book value of its assets (determined as of
the last day of the calendar month then last ended) is less than $10,000,000,
until (and only until) the aggregate gross book value of all Wholly-Owned
Subsidiaries which have not taken the actions described in clauses (D), (E) and
(F) and applicable to such Wholly-Owned Subsidiaries in reliance on this proviso
(determined as of the last day of the calendar month then last ended) exceeds
$20,000,000, at which time all such excluded Wholly-Owned Subsidiaries (and not
just those Wholly-Owned Subsidiaries required to reduce the aggregate gross book
value of such excluded Wholly-Owned Subsidiaries to below $20,000,000) shall
take the actions described in clauses (D), (E) and (F) and applicable to such
Wholly-Owned Subsidiaries.

          (b) In addition to Subsidiaries of the U.S. Borrower created pursuant
to preceding clause (a), the U.S. Borrower and its Subsidiaries may establish,
acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after
the Initial Borrowing Date as a result of Permitted Acquisitions (subject to the
limitations contained in the definition thereof) and Investments expressly
permitted to be made pursuant to Section 9.05, provided that (x) all Equity
Interests of each such Non-Wholly Owned Subsidiary which is an Unrestricted
Subsidiary shall be pledged by any Credit Party which owns same to the extent
required by the Pledge Agreements or relevant Foreign Security Agreements, and
(y) any actions required to be taken pursuant to Section 8.11 in connection with
the establishment of, or Investments in, the respective Subsidiaries are taken
in accordance with the requirements of said Section 8.11.

          9.12 Special Restrictions Relating to Principal Property. No Credit
Agreement Party will, nor will permit any of its Subsidiaries to, (i) own or
acquire any Principal Property


                                     -136-



(other than the Principal Properties designated on Schedule XV hereto) or (ii)
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become liable for or suffer to exist any Indebtedness secured by a Lien on any
Principal Property; provided, however, that, notwithstanding the foregoing, (x)
the U.S. Borrower and its Subsidiaries may acquire (by way of third-party
purchase) up to (but not more than) two Principal Properties after the
Restatement Effective Date and, thereafter, own such Principal Properties and
(y) the U.S. Borrower and its Subsidiaries may own additional Principal
Properties which are not Principal Properties on the Restatement Effective Date
(or, if acquired after the Restatement Effective Date, on such date of
acquisition) if (x) the respective Principal Property becomes a Principal
Property after the Restatement Effective Date (or such date of acquisition) as a
result of the making of capital expenditures or other investments in such
Property by the U.S. Borrower or the respective Subsidiary or (y) the respective
Principal Property is constructed by the U.S. Borrower or the respective
Subsidiary.

          Section 10. Events of Default. Upon the occurrence of any of the
following specified events (each, an "Event of Default"):

          10.01 Payments. Either Borrower shall (i) default in the payment when
due of any principal of any Loan or Note, (ii) default, and such default shall
continue for three or more Business Days, in the payment when due of any Unpaid
Drawing, any Unreimbursed Payment, any interest on any Loan or Note or any Fees
or (iii) default, and such default shall continue for 10 or more Business Days
after notice to either Borrower by the Administrative Agent or any Lender, in
the payment when due of any other amounts owing hereunder or under any other
Credit Document; or

          10.02 Representations, etc. (a) Any representation, warranty or
statement made or deemed made by any Credit Party herein or in any other Credit
Document (other than a Foreign Security Document) or in any statement or
certificate delivered pursuant hereto or thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made, (b) any
representation, warranty or statement which is qualified by a materiality
standard of any kind and is made or deemed made by any Foreign Credit Party in
any Foreign Security Document or in any statement or certificate delivered
pursuant to any Foreign Security Document shall prove to be untrue in any
material respect on the date as of which made or deemed made and (c) any
material representation, warranty or statement which is not qualified by a
materiality standard of any kind and is made or deemed made by any Foreign
Credit Party in any Foreign Security Document or in any statement or certificate
delivered pursuant to any Foreign Security Document shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

          10.03 Covenants. Holdings or any of its Subsidiaries shall (a) default
in the due performance or observance by it of any term, covenant or agreement
contained in Sections 2B.07, 8.01(e)(i), 8.10, 8.11, 8.13, 8.15, 8.18, 8.19,
8.20, 8.21 or 9, or (b) default in the due performance or observance by it of
any term, covenant or agreement contained in this Agreement (other than those
referred to in Sections 10.01, 10.02 or clause (a) of this Section 10.03) and
such default shall continue unremedied for a period of at least 30 days after
notice to the defaulting party by the Administrative Agent or the Required
Lenders; or


                                      -137-



          10.04 Default Under Other Agreements. (a) Holdings or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness
(other than the Obligations) beyond the period of grace, if any, provided in the
instrument or agreement under which Indebtedness was created or (ii) default in
the observance or performance of any agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause (determined without regard to whether any notice is
required), any such Indebtedness to become due prior to its stated maturity; or
(b) any Indebtedness (other than the Obligations) of Holdings or any of its
Subsidiaries shall be declared to be (or shall become) due and payable, or shall
be required to be prepaid other than by a regularly scheduled required
prepayment, prior to the stated maturity thereof; provided that it shall not
constitute an Event of Default pursuant to clause (a) or (b) of this Section
10.04 unless the principal amount of any one issue of such Indebtedness, or the
aggregate amount of all such Indebtedness referred to in clauses (a) and (b)
above, equals or exceeds $25,000,000; or

          10.05 Bankruptcy, etc. Holdings or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against
Holdings or any of its Subsidiaries and the petition is not controverted within
10 days, or is not dismissed within 60 days, after commencement of the case; or
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of Holdings or any of its
Subsidiaries; or Holdings or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to Holdings or any of
its Subsidiaries; or there is commenced against Holdings or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days; or Holdings or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or Holdings or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or
Holdings or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any Company action is taken by Holdings or any of its
Subsidiaries for the purpose of effecting any of the foregoing; or

          10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
..67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days which will result in a
Material Adverse Effect, any Plan which is subject to Title IV of ERISA shall
have had or is likely to have a trustee appointed to administer such Plan
pursuant to Section 4042(b)


                                     -138-



of ERISA, any Plan or Multiemployer Plan which is subject to Title IV of ERISA
is, shall have been or is likely to be involuntarily terminated or to be the
subject of termination proceedings under ERISA, any Plan subject to Title IV of
ERISA shall have an Unfunded Current Liability, a contribution required to be
made with respect to a Plan subject to Title IV of ERISA or Multiemployer Plan
or a Foreign Pension Plan has not been made within 60 days of when due, Holdings
or any Subsidiary of Holdings or any ERISA Affiliate has incurred or is likely
to incur any liability to or on account of a Plan subject to Title IV of ERISA
or Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the
Code or on account of a group health plan (as defined in Section 607(1) of ERISA
or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or Holdings
or any Subsidiary of Holdings has incurred or is likely to incur liabilities
pursuant to one or more employee welfare benefit plans (as defined in Section
3(1) of ERISA) that provide benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or Plans or Foreign
Pension Plans, a "default" within the meaning of Section 4219(c)(5) of ERISA,
shall occur with respect to any Plan or Multiemployer Plan; (b) there shall
result from any such event or events described above in this Section 10.06 the
imposition of a lien, the granting of a security interest, or a liability or a
material risk of incurring a liability resulting from any event described in
clause (a) above; and (c) such lien, security interest or liability,
individually and/or in the aggregate, in the reasonable opinion of the Required
Lenders, has had, or could reasonably be expected to have, a Material Adverse
Effect; or

          10.07 Security Documents. (a) Any Security Document shall cease to be
in full force and effect (except in accordance with the terms thereof), or
shall, subject to the Intercreditor Agreement, cease to give the Collateral
Agent for the benefit of the Secured Creditors the Liens, rights, powers and
privileges purported to be created thereby (including, without limitation, a
perfected security interest in, and Lien on, all of the Collateral), in favor of
the Collateral Agent, superior to and prior to the rights of all third Persons
(except as permitted by Section 9.03), and subject to no other Liens (except as
permitted by Section 9.03), or (b) any Credit Party shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any such Security Document and such default
shall continue beyond any cure or grace period specifically applicable thereto
pursuant to the terms of any such Security Document; provided that (i) the
occurrence of an Excluded Event shall not give rise to an Event of Default under
this Section 10.07, (ii) the failure to have a perfected and enforceable Lien on
Collateral in favor of the Collateral Agent shall not give rise to an Event of
Default under this Section 10.07, unless the aggregate fair market value of all
Collateral over which the Collateral Agent fails to have a perfected and
enforceable Lien (exclusive of Collateral that is the subject of an Excluded
Event) equals or exceeds $10,000,000 and (iii) in the case of any default
described in clause (b) above in the due performance or observance of any
covenant or agreement contained in any Foreign Security Document that is not
(directly or indirectly) related to the perfection or enforceability of a Lien
on Collateral, such default shall not give rise to an Event of Default until
such default shall continue unremedied for a period of at least 15 days after
notice to the defaulting party by the Administrative Agent, the Collateral Agent
or the Required Lenders; or

          10.08 Guaranties. Any Guaranty or any provision thereof shall cease to
be in full force or effect as to the relevant Guarantor, or any Guarantor or
Person acting by or on behalf of such Guarantor shall deny or disaffirm such
Guarantor's obligations under the relevant


                                     -139-



Guaranty, or any Guarantor shall default in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed pursuant
to its Guaranty; provided that the occurrence of an Excluded Event shall not
give rise to an Event of Default under this Section 10.08; or

          10.09 Judgments. One or more judgments or decrees shall be entered
against Holdings or any of its Subsidiaries involving a liability (to the extent
not paid or covered by a reputable and solvent insurance company (with any
portion of any judgment or decree not so covered to be included in any
determination hereunder)) equal to or in excess of $25,000,000 for all such
judgments and decrees and all such judgments or decrees shall either be final
and non-appealable or shall not have been vacated, discharged or stayed or
bonded pending appeal for any period of 60 consecutive days; provided, however,
that the rendering of any such judgment(s) or decree(s) by courts outside of the
United States and Bermuda shall not be an Event of Default under this Section
10.09 unless (i) Holdings and its Subsidiaries which are subject to the
judgment(s) or decree(s), as of the date of the issuance of such judgment(s) or
decree(s) (or any later date while such judgment(s) or decree(s) are still in
effect) have at least $25,000,000 in net assets (determined on a book basis
without regard to any write-down or write-off of such assets as a result of such
judgment(s) or decree(s)) located in the jurisdictions (i.e., the relevant
country or countries or any larger jurisdiction of the respective court(s)) of
the courts rendering such judgment(s) or decree(s) (which is (or are) final and
non-appealable or has (or have) not been vacated, discharged, stayed or bonded
pending appeal for any period of 60 consecutive days) or (ii) an order or orders
enforcing such judgment(s) or decree(s) (which is (or are) final and
non-appealable or has (or have) not been vacated, discharged, stayed or bonded
pending appeal for any period of 60 consecutive days) is entered by a court or
courts of competent jurisdiction in a jurisdiction or jurisdictions where
Holdings and/or its Subsidiaries subject to the order, as of the date of the
entry of such order of enforcement (or any later date while any such order is
still in effect), have at least $25,000,000 in net assets located in such
jurisdiction or jurisdictions (determined on a book basis without regard to any
write-down or write-off of such assets as a result of such judgment(s) or
decree(s)); or

          10.10 Ownership. A Change of Control shall have occurred; or

          10.11 Denial of Liability. (a) Any Credit Agreement Party shall deny
its obligations under this Agreement, any Note or any other Credit Document, (b)
any law, rule or regulation shall purport to render invalid, or preclude
enforcement of, any provision of this Agreement or any other Credit Document or
impair performance of any Foreign Credit Party's obligations hereunder or under
any other Credit Document or (c) any dominant authority asserting or exercising
de jure or de facto governmental or police powers shall, by moratorium laws or
otherwise, cancel, suspend or defer the obligation of any Foreign Credit Party
to pay any amount required to be paid hereunder or under any other Credit
Document; provided that the occurrence of an Excluded Event shall not give rise
to an Event of Default under this Section 10.11; or

          10.12 Governmental Action. Any governmental authority shall have
condemned, nationalized, seized, or otherwise expropriated all or any
substantial part of the property, shares of capital stock or other assets of any
Foreign Credit Party or any of its Subsidiaries, or shall have assumed custody
or control of such property or other assets or of the


                                     -140-



business or operations of any Foreign Credit Party or any of its Subsidiaries,
or shall have taken any action for the dissolution or disestablishment of any
Foreign Credit Party or any of its Subsidiaries or any action that would prevent
any Foreign Credit Party, any of its Subsidiaries or any of their respective
officers from carrying on the business of such Foreign Credit Party or such
Subsidiary or a substantial part thereof; provided that the occurrence of an
Excluded Event shall not give rise to an Event of Default under this Section
10.12; or

          10.13 Special Defaults Relating to Bermuda Entities. (i) The Bermuda
Borrower shall fail to maintain its corporate existence in full force and effect
or (ii) any Foreign Credit Party organized under the laws of Bermuda shall (x)
fail to take any of the actions described in Section 8.05 (determined without
regard to the second proviso appearing in said Section) or (y) take any action
described in the last sentence of Section 8.16 (determined without regard to the
proviso appearing at the end of said sentence), and such failure to take or the
taking of such action, as the case may be, described in this clause (ii) shall
continue for a period of at least 30 days after notice to such Foreign Credit
Party by the Administrative Agent or the Required Lenders;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to Holdings or the U.S.
Borrower, take any or all of the following actions, without prejudice to the
rights of any Agent or any Lender to enforce its claims against any Credit Party
(provided that if an Event of Default specified in Section 10.05 shall occur
with respect to either Borrower, the result which would occur upon the giving of
written notice by the Administrative Agent as specified in clauses (i) and (ii)
below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitment terminated, whereupon the Commitment of each Lender
shall forthwith terminate immediately and any Fees shall forthwith become due
and payable without any other notice of any kind; (ii) declare the principal of
and any accrued interest in respect of all Loans and all Obligations owing
hereunder (including Unpaid Drawings and Unreimbursed Payments) to be, whereupon
the same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrowers; (iii) enforce, as Collateral Agent (or direct the Collateral Agent to
enforce), subject to the Intercreditor Agreement, any or all of the Liens and
security interests created pursuant to the Security Documents; (iv) terminate
any Letter of Credit or Bank Guaranty which may be terminated in accordance with
its terms; (v) direct the Bermuda Borrower to pay (and the Bermuda Borrower
agrees that upon receipt of such notice, or upon the occurrence of an Event of
Default specified in Section 10.05 with respect to either Borrower, it will pay)
to the Administrative Agent at the Payment Office such additional amount of cash
(in the respective currencies in which such Letters of Credit or Bank Guaranties
are denominated), to be held as security by the Administrative Agent, as is
equal to the sum of (x) the aggregate Stated Amount of all Bermuda Borrower
Letters of Credit issued for the account of the Bermuda Borrower and then
outstanding and (y) the aggregate Face Amount of all Bank Guaranties issued for
the account of the Bermuda Borrower and then outstanding; (vi) direct the U.S.
Borrower to pay (and the U.S. Borrower agrees that upon receipt of such notice,
or upon the occurrence of an Event of Default specified in Section 10.05 with
respect to either Borrower, it will pay) to the Administrative Agent at the
Payment Office such additional amount of cash (in the respective currencies in
which such Letters of Credit or Bank Guaranties are denominated), to be held as
security by the Administrative Agent, as is equal to the sum of (x) the
aggregate Stated Amount


                                     -141-



of all Letters of Credit then outstanding and (y) the aggregate Face Amount of
all Bank Guaranties issued for the account of the U.S. Borrower and then
outstanding; and (vii) apply any cash collateral held by the Administrative
Agent as provided in Section 4.02 to the repayment of the Obligations.

          Section 11. Definitions. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

          "ABL Borrower" shall mean the "Borrower" as defined in the ABL Credit
Agreement.

          "ABL Collateral Agent" shall mean the "Collateral Agent" as defined in
the ABL Credit Agreement.

          "ABL Commitment" shall mean the commitment under the ABL Credit
Agreement.

          "ABL Credit Agreement" shall mean the Credit Agreement, dated as of
April 12, 2006, among Holdings, Intermediate Holdco, the U.S. Borrower, as ABL
Borrower, Deutsche Bank Trust Company Americas, as Administrative Agent, Banc of
America Securities LLC, as syndication agent, The Bank of Nova Scotia, as
documentation agent, Deutsche Bank Securities Inc. and Banc of America
Securities LLC, as joint book runners, and Deutsche Bank Securities Inc., as
sole lead arranger, as the same may be amended, restated, modified,
supplemented, renewed, refunded, replaced or refinanced from time to time in one
or more agreements or indentures (in each case with the same or new lenders,
institutional investors or agents), including any agreement or indenture
extending the maturity thereof or otherwise restructuring all or any portion of
the Indebtedness thereunder or increasing the amount loaned or issued thereunder
or altering the maturity thereof (so long as, in the case of any replacement or
refinancing, all commitments under the agreements or indentures so replaced or
refinanced shall have been terminated, all unpaid amounts thereunder (other than
indemnities) shall have been paid in full and all parties to any replacement or
refinancing agreements or indentures, or a trustee or agent on their behalf,
shall have become party to the Intercreditor Agreement as of the applicable date
of replacement or refinancing, as the case may be).

          "ABL Credit Documents" shall mean the ABL Credit Agreement and the
related guaranties, pledge agreements, security agreements, mortgages, notes and
other agreements and instruments entered into in connection with the ABL Credit
Agreement, in each case as the same may be amended, modified and/or supplemented
from time to time in accordance with the terms hereof and thereof.

          "ABL Credit Party" shall mean a "Credit Party" as defined in the ABL
Credit Agreement.

          "ABL Lender" shall mean a "Lender" as defined in the ABL Credit
Agreement.

          "ABL Loans" shall mean the "Loans" as defined in the ABL Credit
Agreement.


                                      -142-



          "ABL Priority Collateral" means, collectively, all "ABL Priority
Collateral" as defined in the Intercreditor Agreement.

          "ABL Secured Creditors" shall mean the "Secured Creditors" as defined
the ABL Security Documents.

          "ABL Security Agreement" shall mean the "Security Agreement" as
defined in the ABL Credit Agreement.

          "ABL Security Documents" shall mean the "Security Documents" as
defined in the ABL Credit Agreement.

          "Account Party" shall mean, with respect to Letters of Credit or Bank
Guaranties, the U.S. Borrower or the Bermuda Borrower, as specified in the
respective Letter of Credit Request (or, in the case of Existing Letters of
Credit, as specified pursuant to the Original Credit Agreement) or Bank Guaranty
Request (or, in the case of Existing Bank Guaranties, as specified pursuant to
the Original Credit Agreement).

          "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 Holdings or (y) 100% of the Equity Interests of any such Person,
which Person shall, as a result of such acquisition of Equity Interests, become
a Wholly-Owned Subsidiary of Holdings (or shall be merged with and into the U.S.
Borrower, the Bermuda Borrower or a another Wholly-Owned Subsidiary of the U.S.
Borrower, with the U.S. Borrower, the Bermuda Borrower or such other
Wholly-Owned Subsidiary being the surviving Person).

          "Additional Tranche C Term Loans" shall have the meaning provided in
Section 1.01(b).

          "Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or have been purported to be
granted) (and continue to be in effect at the time of determination) pursuant to
Sections 8.11, 8.12 and/or 9.11.

          "Additional Mortgage" shall have the meaning provided in Section
8.11(a).

          "Additional Mortgaged Property" shall have the meaning provided in
Section 8.11(a).

          "Additional Security Documents" shall mean all mortgages, pledge
agreements, security agreements and other security documents entered into from
time to time pursuant to Sections 8.11, 8.12, 8.15, 9.11 and/or 13.19, as each
such document may be modified, supplemented or amended from time to time in
accordance with the terms hereof and thereof.

          "Adjusted Consolidated Net Income" shall mean, for any period,
Consolidated Net Income for such period plus, without duplication, the sum of
the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense and non-cash interest expense)
and net non-cash losses which were included in arriving at Consolidated


                                     -143-



Net Income for such period, less the amount of all net non-cash gains which were
included in arriving at Consolidated Net Income for such period.

          "Adjusted Consolidated Working Capital" shall mean, at any time,
Consolidated Current Assets at such time (but excluding therefrom all cash and
Cash Equivalents) less Consolidated Current Liabilities at such time.

          "Adjusted Excess Cash Flow" shall mean, for any period, the remainder
of (i) Excess Cash Flow for such period minus (ii) the aggregate amount of
principal repayments of Loans to the extent (and only to the extent) that such
repayments were made as a voluntary prepayment pursuant to, Section 4.01 hereof.

          "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 12.10.

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control another Person if
such Person possesses, directly or indirectly, the power (i) to vote 10% or more
of the securities having ordinary voting power for the election of directors (or
equivalent governing body) of such Person or (ii) to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise; provided, however,
that neither any Agent nor any Lender (nor any Affiliate thereof) shall be
considered an Affiliate of Holdings or any Subsidiary thereof.

          "Affiliated Group" shall have the meaning provided in Section 9.06(v).

          "After-Acquired Foreign Personal Property" shall have the meaning
provided in Section 8.11(k).

          "Agent" shall mean the Administrative Agent, the Syndication Agent and
each Co-Documentation Agent and shall include any successor to any such Person
appointed pursuant to Section 12.10.

          "Aggregate CL Exposure" shall mean, at any time, the sum of (i) the
aggregate amount of all Letter of Credit Outstandings at such time plus (ii) the
aggregate amount of all Bank Guaranty Outstandings at such time (for this
purpose, giving effect to the provisos to the definitions of Stated Amount and
Face Amount in determining the Letter of Credit Outstandings and Bank Guarantee
Outstandings at such time).

          "Agreement" shall mean this Credit Agreement, as amended and restated
and as the same may be further modified, supplemented, amended, restated,
extended, renewed, refinanced and/or replaced from time to time.

          "Alternative Currency" shall mean Sterling and Euros.


                                      -144-



          "Applicable Currency" shall mean (i) with respect to any Loan, Dollars
and (ii) with respect to any Letter of Credit or Bank Guaranty, Dollars or the
Alternative Currency in which such Letter of Credit or Bank Guaranty is
denominated.

          "Applicable Increased Term Loan Rate" shall mean, at any time, with
respect to any newly-created Tranche of Incremental Term Loans, the rate per
annum (expressed as a percentage) applicable to Tranche B Term Loans, Tranche C
Term Loans and each other then existing Tranche of Incremental Term Loans after
giving effect to the provisos in subclause (II) of clause (vii) of Section
1.15(a) and shall be conclusive and binding on all Lenders absent manifest
error.

          "Applicable Margin" shall mean initially, commencing on the
Restatement Effective Date, a percentage per annum equal to: (i) in the case of
Tranche B Term Loans and Tranche C Term Loans maintained as (A) Base Rate Loans,
0.75% and (B) Eurodollar Loans, 1.75% (or, on and after the date of the most
recent incurrence of any Tranche of Incremental Term Loans bearing interest at
the Applicable Increased Term Loan Rate, the Applicable Increased Term Loan Rate
for such Tranche of Incremental Term Loans); and (ii) in the case of any Type of
Incremental Term Loan of a given Tranche, that percentage per annum set forth
in, or calculated in accordance with, Section 1.15 and the relevant Incremental
Term Loan Commitment Agreement (or in the case of Incremental Term Loans of a
given Tranche, on and after the date of the most recent incurrence of any
Tranche of Incremental Term Loans bearing interest at the Applicable Increased
Term Loan Rate, the Applicable Increased Term Loan Rate for such Tranche of
Incremental Term Loans); provided, that from and after each date of delivery, on
or after the Restatement Effective Date, of any certificate delivered in
accordance with Section 8.01(d), all Applicable Margins for Tranche B Term Loans
and Tranche C Term Loans shall be increased by 0.25% unless the respective
certificate delivered in accordance with Section 8.01(d) sets forth a
calculation of the Senior Secured Leverage Ratio as at the last day of the
respective Fiscal Quarter or Fiscal Year for which the respective certificate is
being delivered which is equal to or less than 3.25:1.00; provided, further,
that if any certificate required to be delivered pursuant to Section 8.01(d) is
not delivered by the date required pursuant to said Section 8.01(d), the
increased Applicable Margins (i.e., 0.25%) shall apply from the date the
respective certificate was required to be delivered pursuant to Section 8.01(d)
to and including the date on which a certificate is thereafter subsequently
delivered to the Administrative Agent in accordance with Section 8.01(d) (except
for the late delivery thereof) (which shall then constitute a new Start Date (if
applicable)). Notwithstanding the foregoing, the relevant Applicable Margins
shall be subject to increases pursuant to, and to the extent expressly provided
in, Section 1.15.

          "Applicable Prepayment Percentage" shall mean, at any time, (i) for
purposes of Section 4.02(f) and the definitions of "Retained Excess Cash Flow
Amount", 50%; provided that, so long as no Default or Event of Default is then
in existence, if the Total Leverage Ratio is less than 3.50:1.00 as at the last
day of the most recently ended Fiscal Year of the U.S. Borrower (as set forth in
an officer's certificate delivered pursuant to Section 8.01(d) for the Fiscal
Year of the U.S. Borrower then last ended), the Applicable Prepayment Percentage
shall instead be 0%.

          "Asset Sale" shall mean any sale, transfer or other disposition by
Holdings or any of its Subsidiaries to any Person other than the U.S. Borrower
or any Wholly-Owned Subsidiary


                                     -145-



of the U.S. Borrower of any asset or Property (including, without limitation,
any capital stock or other securities of, or other Equity Interests in, another
Person, but excluding the sale by Holdings of its own capital stock) of Holdings
or such Subsidiary other than (i) sales, transfers or other dispositions of
inventory made in the ordinary course of business, (ii) other sales and
dispositions that generate Net Sale Proceeds of less than $15,000,000 in the
aggregate in any Fiscal Year of Holdings or (iii) sales or liquidations of Cash
Equivalents, it being understood and agreed that the grant of a Lien by Holdings
or any of its Subsidiaries in favor of another Person shall not in and of itself
constitute an "Asset Sale" for purposes of this definition.

          "Assignment and Assumption Agreement" shall mean the Assignment and
Assumption Agreement substantially in the form of Exhibit J (appropriately
completed).

          "Authorized Officer" shall mean, with respect to (i) delivering
Notices of Borrowing, Notices of Conversion, Letter of Credit Requests, Bank
Guaranty Requests and similar notices, any person or persons that has or have
been authorized by the board of directors of either Borrower to deliver such
notices pursuant to this Agreement and that has or have appropriate signature
cards on file with the Administrative Agent, the respective Issuing Lender or
the respective Bank Guaranty Issuer, (ii) delivering financial information and
officer's certificates pursuant to this Agreement, the chief financial officer,
any treasurer or other financial officer of Holdings or the U.S. Borrower and
(iii) any other matter in connection with this Agreement or any other Credit
Document, any officer (or a person or persons so designated by any two officers)
of Holdings or the U.S. Borrower.

          "Bank Guaranty" shall have the meaning provided in Section 2B.01(a).

          "Bank Guaranty Issuer" shall mean (i) if and to the extent it agrees
to act as such, any Agent (and any of such Agent's affiliates and/or branches),
(ii) any ABL Lender (and any of such ABL Lender's affiliates and/or branches) or
any CL Lender (and any of such CL Lender's affiliates and/or branches) which at
the request of the U.S. Borrower or the Bermuda Borrower and with the consent of
the Administrative Agent agrees, in such ABL Lender's or CL Lender's (or their
respective affiliate's or branch's) sole discretion, to become a Bank Guaranty
Issuer for the purpose of issuing Bank Guaranties pursuant to Section 2B and
(iii) with respect to the Existing Bank Guaranties, the Lender or Original
Lender (and any of such Lender's or Original Lender's affiliates and/or
branches) designated as the issuer thereof on Part B of Schedule XI shall be the
Bank Guaranty Issuer thereof.

          "Bank Guaranty Outstandings" shall mean, at any time, the sum of (i)
the aggregate Face Amount of all outstanding Bank Guaranties which have not
terminated at such time plus (ii) the aggregate amount of all Unreimbursed
Payments in respect of all Bank Guaranties at such time.

          "Bank Guaranty Payment" shall have the meaning provided in Section
2B.05(b).

          "Bank Guaranty Request" shall have the meaning provided in Section
2B.03(a).

          "Bankruptcy Code" shall have the meaning provided in Section 10.05.


                                      -146-



          "BAS" shall mean Banc of America Securities LLC, in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "Base Rate" at any time shall mean the higher of (x) the rate which is
1/2 of 1% in excess of the Federal Funds Rate at such time and (y) the Prime
Lending Rate at such time.

          "Base Rate Loan" shall mean each Loan which is designated or deemed
designated as a Base Rate Loan by the respective Borrower at the time of the
incurrence thereof or conversion thereto.

          "Bermuda Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

          "Bermuda Borrower Bank Guaranty" shall mean each Bank Guaranty (which
may be denominated in Dollars or an Alternative Currency) issued for the account
of the Bermuda Borrower pursuant to Section 2B.01 and designated as such by the
Bermuda Borrower in the respective Bank Guaranty Request (or, in the case of an
Existing Bank Guaranty, to the extent provided in Section 2B.01(d)).

          "Bermuda Borrower Incremental Term Loans" shall mean Incremental Term
Loans incurred by the Bermuda Borrower.

          "Bermuda Borrower Letter of Credit" shall mean each Letter of Credit
(which must be denominated in Dollars or an Alternative Currency) issued for the
account of the Bermuda Borrower pursuant to Section 2A.01.

          "Bermuda Borrower Term Loans" shall mean and include all Tranche C
Term Loans and all Bermuda Borrower Incremental Term Loans.

          "Bermuda Borrower's Guaranty" shall mean the guaranty of the Bermuda
Borrower pursuant to Section 14.

          "Bermuda Partnership" shall mean Dole Foreign Holdings, Ltd., a
limited liability company organized under the laws of Bermuda.

          "Bermuda Partnership Partner #1" shall mean Dole Fresh Fruit Company,
Inc., a corporation organized under the laws of Nevada and a Wholly-Owned
Subsidiary of the U.S. Borrower, and any successor thereto by way of a merger or
consolidation permitted by Section 9.01(d).

          "Bermuda Partnership Partner #2" shall mean Dole Ocean Cargo Express,
Inc., a corporation organized under the laws of Nevada and a Wholly-Owned
Subsidiary of the U.S. Borrower, and any successor thereto by way of a merger or
consolidation permitted by Section 9.01(d).

          "Bermuda Partnership Partners" shall mean and include Bermuda
Partnership Partner #1 and Bermuda Partnership Partner #2.


                                      -147-



          "B/G Participant" shall have the meaning provided in Section 2B.04(a).

          "B/G Participation" shall have the meaning provided in Section
2B.04(a).

          "B/G Supportable Indebtedness" shall mean (i) obligations of the U.S.
Borrower or its Wholly-Owned Subsidiaries (or, in the case of any Existing Bank
Guaranty, any Foreign Subsidiary of the U.S. Borrower) incurred in the ordinary
course of business owing to taxing authorities, custom authorities or with
respect to import and/or export licenses and (ii) such other obligations of the
U.S. Borrower or its Wholly-Owned Subsidiaries as are reasonably acceptable to
the Administrative Agent and the respective Bank Guaranty Issuer and otherwise
permitted to exist pursuant to the terms of this Agreement.

          "Borrowers" shall have the meaning provided in the first paragraph of
this Agreement.

          "Borrowing" shall mean the borrowing of one Type of Loan pursuant to a
single Tranche by the Bermuda Borrower or by the U.S. Borrower from all the
Lenders having Commitments with respect to such Tranche on a given date (or
resulting from a conversion or conversions on such date), having in the case of
Eurodollar Loans the same Interest Period; provided (x) that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of the related
Borrowing of Eurodollar Loans, (y) the term "Borrowing" shall include the
consolidated "borrowing" of Tranche C Term Loans pursuant to the simultaneous
conversion of Original Tranche B Term Loans and the incurrence of Additional
Tranche C Term Loans on the Restatement Effective Date on the terms provided in
Section 1.01(b), and (z) any Incremental Term Loans incurred pursuant to Section
1.01(c) shall be considered part of the related Borrowing of the then
outstanding Tranche of Term Loans (if any) to which such Incremental Term Loans
are added pursuant to Section 1.15(c).

          "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day excluding Saturday, Sunday and any day which shall
be in the City of New York (or, with respect to an Issuing Lender not located in
the City of New York, the location of such Issuing Lender) a legal holiday or a
day on which banking institutions are authorized by law or other governmental
actions to close and (ii) with respect to all notices and determinations in
connection with, determinations of the LIBOR Rate and Interest Periods to be
determined in accordance with clause (ii) of the definition thereof contained
herein, any day which is a Business Day described in clause (i) and which is
also a day for trading by and between banks in the London interbank market and
which shall not be a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close in London or
New York City.

          "Business Segment" shall mean a reportable segment as discussed in
Statement of Financial Accounting Standards No. 131 "Disclosure about Segments
of an Enterprise and Related Information."

          "Calculation Period" shall mean, with respect to any Permitted
Acquisition, any Significant Asset Sale or any other event expressly required to
be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the
Test Period most recently ended prior to the


                                     -148-



date of such Permitted Acquisition, Significant Asset Sale or other event for
which financial statements pursuant to Sections 8.01(a) or (b) are then
available.

          "California Disposition" shall have the meaning provided in Section
9.02(xx).

          "Canadian Security Agreement" shall have the meaning provided in
Section 12.14(a).

          "Capital Expenditures" shall mean, with respect to any Person, for any
period, all expenditures by such Person which should be capitalized in
accordance with U.S. GAAP during such period, including, without duplication,
all such expenditures with respect to fixed or capital assets (including,
without limitation, expenditures for maintenance and repairs which should be
capitalized in accordance with U.S. GAAP) and the amount of all Capitalized
Lease Obligations incurred by such Person during such period.

          "Capital Lease," as applied to any Person, shall mean any lease of any
Property by that Person as lessee which, in conformity with U.S. GAAP, is
accounted for as a capital lease on the balance sheet of that Person.

          "Capitalized Lease Obligations" of any Person shall mean all
obligations under Capital Leases of such Person, in each case taken at the
amount thereof accounted for as indebtedness in accordance with U.S. GAAP.

                  "Cash Equivalents" means (i) Dollars, Euros, Sterling and, in
the case of any of Foreign Subsidiaries of the U.S. Borrower, such local
currencies held by them from time to time in the ordinary course of their
businesses, (ii) securities issued or directly fully guaranteed or insured by
the governments of the United States, the United Kingdom, Sweden, Switzerland,
Japan, Canada and members of the European Union or any agency or instrumentality
thereof (provided that the full faith and credit of the respective such
government is pledged in support thereof) having maturities of not more than six
months from the date of acquisition, (iii) securities issued by any state of the
United States or any political subdivision of any such state or any public
instrumentality thereof maturing within six months from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody's, (iv) certificates of deposit and
eurodollar time deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six months and
overnight bank deposits, in each case with any domestic commercial bank or
commercial bank of a foreign country recognized by the United States, (x) in the
case of a domestic commercial bank, having capital and surplus in excess of
$500,000,000 and outstanding debt which is rated "A" (or similar equivalent
thereof) or higher by at least one nationally recognized statistical rating
organization (as defined under Rule 436 under the Securities Act) and (y) in the
case of a foreign commercial bank, having capital and surplus in excess of
$250,000,000 (or the foreign currency equivalent thereof), (v) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iv) above entered into with any
financial institution meeting the qualifications specified in clause (iv) above,
(vi) commercial paper having a rating of at least A-1 from S&P or at least P-1
from Moody's and in each case maturing within six months after the date of
acquisition and (vii) investments in money market funds which invest
substantially all


                                     -149-



their assets in securities of the types described in clauses (i) through (vi)
above. Furthermore, with respect to Foreign Subsidiaries of the U.S. Borrower
that are not organized in one or more Qualified Jurisdictions, Cash Equivalents
shall include bank deposits (and investments pursuant to operating account
agreements) maintained with various local banks in the ordinary course of
business consistent with past practice of the U.S. Borrower's Foreign
Subsidiaries.

          "Change of Control" shall mean (i) Holdings shall at any time cease to
own directly 100% of the Equity Interests of Intermediate Holdco, (ii)
Intermediate Holdco shall at any time cease to own directly 100% of the Equity
Interests of (x) the U.S. Borrower and (y) Corporate Holdco, (iii) the U.S.
Borrower shall at any time cease to own directly or indirectly 100% of the
Equity Interests of the Bermuda Borrower, (iv) the Permitted Holders shall at
any time and for any reason fail to own at least 75% of both the economic and
voting interest in Holdings' capital stock, (v) the Board of Directors of
Holdings shall cease to consist of a majority of Continuing Directors, or (vi) a
"change of control" or similar event shall occur as provided in any ABL Credit
Document, Existing Senior Notes Document, any Qualified Preferred Stock (or
certificate of designation governing the same), any Wellbeing Project Financing
Document or, on and after the execution and delivery thereof, any Permitted
Senior Notes Documents or any Permitted Refinancing Senior Notes Document.

          "CL Credit Event" shall mean and include the issuance of a Letter of
Credit and/or a Bank Guaranty.

          "CL Facility Fee" shall have the meaning provided in Section 3.01(a).

          "CL Interest Payment Date" shall mean (i) in the case of the first CL
Interest Payment Date, the last day of the third Interest Period applicable to
Credit-Linked Deposits occurring after the Restatement Effective Date and (ii)
the last day of every third Interest Period applicable to Credit-Linked Deposits
to occur thereafter.

          "CL Lender" shall mean each Lender having a Credit-Linked Commitment
(without giving effect to any termination of the Total Credit-Linked Commitment
if any Letter of Credit Outstandings or any Bank Guaranty Obligations remain
outstanding).

          "CL Maturity Date" shall mean April 12, 2013.

          "CL Percentage" of any CL Lender at any time shall be that percentage
which is equal to a fraction (expressed as a percentage) the numerator of which
is the Credit-Linked Commitment of such CL Lender at such time and the
denominator of which is the Total Credit-Linked Commitment at such time,
provided that if any such determination is to be made after the Total
Credit-Linked Commitment (and the related Credit-Linked Commitments of the CL
Lenders) has (or have) terminated, the determination of such percentages shall
be made immediately before giving effect to such termination (but giving effect
to any subsequent assignments in accordance with the terms of this Agreement).

          "CL Tranche" shall mean a collective reference to the Credit-Linked
Commitments of the various CL Lenders, the Credit-Linked Deposits of the various
CL Lenders and their L/C Participations in Letters of Credit and B/G
Participations in Bank Guaranties hereunder.


                                     -150-



          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the Original
Effective Date and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

          "Co-Documentation Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to a
Co-Documentation Agent appointed pursuant to Section 12.10.

          "Collateral" shall mean all property (whether real or personal,
movable or immovable) with respect to which any security interests have been
granted (or purported to be granted) pursuant to any Security Document
(including any Additional Security Document), including, without limitation, all
Pledge Agreement Collateral, all Security Agreement Collateral, all Mortgaged
Properties and all cash and Cash Equivalents delivered as collateral pursuant to
Section 4.02 or 10 or any Credit Document and all Additional Collateral, if any.
It is understood and agreed that the term "Collateral" shall not include any
Property which constitutes Excluded Collateral, for so long as same constitutes
Excluded Collateral.

          "Collateral Agent" shall mean DBAG, acting as collateral agent for the
Secured Creditors.

          "Commitment" shall mean any of the commitments of any Lender, i.e.,
whether the Tranche B Term Loan Commitment, the Tranche C Term Loan Commitment,
the Credit-Linked Commitment or the Incremental Term Loan Commitment of any
Tranche of such Lender.

          "Commodity Agreements" shall mean commodity agreements, hedging
agreements and other similar agreements or arrangements designed to protect
against price fluctuations of commodities (e.g., fuel) used in the business of
the U.S. Borrower and its Subsidiaries.

          "Company" shall mean any corporation, limited liability company,
partnership or other business entity (or the adjectival form thereof, where
appropriate).

          "Consenting Tranche C Term Loan Lender" shall mean each Lender under,
and as defined in, the Original Credit Agreement with an outstanding Original
Tranche B Term Loan on the Restatement Effective Date (immediately prior to
giving effect thereto) that has executed and delivered a counterpart of this
Agreement to the Administrative Agent on or prior to the Restatement Effective
Date and has an amount set forth opposite its name on Schedule I hereto under
the heading "Converted Tranche C Term Loans".

          "Consolidated Current Assets" shall mean, at any time, the current
assets of the U.S. Borrower and its Consolidated Subsidiaries at such time
determined on a consolidated basis.

          "Consolidated Current Liabilities" shall mean, at any time, the
current liabilities of the U.S. Borrower and its Consolidated Subsidiaries
determined on a consolidated basis, but excluding the current portion of, and
accrued but unpaid interest on, any Indebtedness under this Agreement and any
other long-term Indebtedness which would otherwise be included therein.


                                     -151-


          "Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income (without giving effect to (x) any extraordinary gains or losses and (y)
any gains or losses from sales of assets other than inventory sold in the
ordinary course of business) before (i) total interest expense (inclusive of
amortization of deferred financing fees and any other original issue discount)
of the U.S. Borrower and its Consolidated Subsidiaries determined on a
consolidated basis for such period, and (ii) provision for taxes based on income
and foreign withholding taxes, in each case to the extent deducted in
determining Consolidated Net Income for such period.

          "Consolidated EBITDA" shall mean for any period, Consolidated EBIT,
adjusted by (x) adding thereto (in each case to the extent deducted in
determining Consolidated Net Income for such period and not already added back
in determining Consolidated EBIT) the amount of (i) all depreciation and
amortization expense that were deducted in determining Consolidated EBIT for
such period, (ii) any other non-cash charges incurred in such period, to the
extent that same were deducted in arriving at Consolidated EBIT for such period,
and (iii) the amount of all fees and expenses incurred in connection with the
Transaction for such period, to the extent same were deducted in arriving at
Consolidated EBIT for such period and (y) subtracting therefrom, (i) to the
extent included in arriving at Consolidated EBIT for such period, the amount of
non-cash gains during such period, (ii) the aggregate amount of all cash
payments made during such period in connection with non-cash charges incurred in
a prior period, to the extent such non-cash charges were added back pursuant to
clause (x)(ii) above in a prior period and (iii) the amount of all "interest
expense" paid during such period under the Specified Existing Ship Leases
(calculated on a basis consistent with the past practices of the U.S. Borrower
under the Original Credit Agreement, as if FASB Interpretation No. 46
("Consolidation of Variable Interest Entities") had not been implemented).

          "Consolidated Net Debt" shall mean, at any time, the remainder of (I)
the sum of (without duplication) (i) all Indebtedness of the U.S. Borrower and
its Consolidated Subsidiaries (on a consolidated basis) as would be required to
be reflected as debt or Capital Leases on the liability side of a consolidated
balance sheet of the U.S. Borrower and its Consolidated Subsidiaries in
accordance with U.S. GAAP, (ii) all Indebtedness of the U.S. Borrower and its
Consolidated Subsidiaries of the type described in clauses (ii) and (vii) of the
definition of Indebtedness and (iii) all Contingent Obligations of the U.S.
Borrower and its Consolidated Subsidiaries in respect of Indebtedness of any
third Person of the type referred to in preceding clauses (i) and (ii) minus
(II) the aggregate amount of Unrestricted Cash Equivalents of Holdings and its
Subsidiaries at such time to the extent same would be reflected on a
consolidated balance sheet of the U.S. Borrower if same were prepared at such
time; provided that (v) Indebtedness of the U.S. Borrower and its Subsidiaries
representing operating lease obligations under the Specified Existing Ship
Leases that became Indebtedness after the Initial Borrowing Date as a result of
the implementation of FASB Interpretation No. 46 ("Consolidation of Variable
Interest Entities") as in effect on the Initial Borrowing Date shall not be
included in any determination of "Consolidated Net Debt", (w) the amount
available to be drawn under all letters of credit, bankers' acceptances, bank
guaranties and similar obligations issued for the account of the U.S. Borrower
or any of its Consolidated Subsidiaries (but excluding, for avoidance of doubt,
all unpaid drawings or other monetary obligations owing in respect of such
letters of credit, bankers' acceptances, bank guaranties and similar
obligations) shall not be included in any determination of "Consolidated Net
Debt", (x) for purposes of this definition, the amount of Indebtedness in
respect of the Interest Rate Protection Agreements, Other Hedging Agreements


                                      -152-



and Commodities Agreements shall be at any time the unrealized net loss
position, if any, of the U.S. Borrower and/or its Consolidated Subsidiaries
thereunder on a marked-to-market basis determined no more than one month prior
to such time, (y) obligations arising under Synthetic Leases shall be included
in determining Consolidated Net Debt and (z) any Preferred Equity of the U.S.
Borrower or any of its Consolidated Subsidiaries shall be treated as
Indebtedness, with an amount equal to the greater of the liquidation preference
or the maximum fixed repurchase price of any such outstanding Preferred Equity
deemed to be a component of Consolidated Net Debt.

          "Consolidated Net Income" shall mean, for any period, the net income
(or loss) of the U.S. Borrower and its Consolidated Subsidiaries determined on a
consolidated basis for such period (taken as a single accounting period) in
accordance with U.S. GAAP, provided that the following items shall be excluded
in computing Consolidated Net Income (without duplication): (i) except for
determinations expressly required to be made on a Pro Forma Basis, the net
income (or loss) of any Person accrued prior to the date it becomes a
Consolidated Subsidiary or all or substantially all of the property or assets of
such Person are acquired by a Consolidated Subsidiary and (ii) the net income of
any Consolidated Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Consolidated Subsidiary of such net
income is not at the time permitted by the operation of the terms of its charter
or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Consolidated Subsidiary.

          "Consolidated Senior Secured Net Debt" shall mean, at any time (x) the
amount of Consolidated Net Debt at such time less (y) all amounts reflected
therein attributable to Indebtedness which is totally unsecured.

          "Consolidated Subsidiary" shall mean, with respect to any Person, at
any date, any other Person the Equity Interests of which are owned by such
Person and whose financial results are consolidated in the financial statements
of such Person in accordance with U.S. GAAP (and consistent with the
consolidation practices of the U.S. Borrower as in effect on the Original
Effective Date), if such statements were prepared as of such date.

          "Contemplated Asset Sale" shall mean any sale of assets by the U.S.
Borrower and/or one or more of its Subsidiaries (including Real Property and
Equity Interests held by such Persons but excluding Equity Interests in the
Bermuda Borrower and the Bermuda Partnership and any Person which owns, directly
or indirectly, Equity Interests therein); provided, however, that any such
assets so sold shall be comprised of "non-core" assets which (i) are not
material to the operations of the U.S. Borrower and its Subsidiaries and (ii)
generated an insignificant portion of Consolidated EBITDA during the twelve
month period prior to the date of such sale.

          "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person as a result of such Person being a general partner of any other
Person, unless the underlying obligation is expressly made non-recourse as to
such general partner, and any obligation of such Person guaranteeing or intended
to guarantee any Indebtedness, leases, dividends or other obligations ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (i) to purchase any such primary obligation


                                      -153-



or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (x) for the purchase or payment of any such primary
obligation or (y) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (iv) otherwise
to assure or hold harmless the holder of such primary obligation against loss in
respect thereof; provided, however, that the term Contingent Obligation shall
not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Contingent Obligation shall be
deemed to be an amount equal to the lesser of (x) the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith and (y) the stated amount
of such Contingent Obligation.

          "Continuing Directors" shall mean the directors of Holdings on the
Restatement Borrowing Date and each other director if such director's election
to, or nomination for the election to, the Board of Directors of Holdings is
recommended or approved by a majority of then Continuing Directors.

          "Converted Tranche C Term Loans" shall have the meaning provided in
Section 1.01(b).

          "Corporate Holdco" shall mean Dole Holding Company, Inc., a Delaware
corporation and a Wholly-Owned Subsidiary of Intermediate Holdco.

          "Credit Agreement Party" shall mean Holdings, Intermediate Holdco and
each Borrower.

          "Credit Agreement Party Guaranty" shall mean the guaranty of each
Credit Agreement Party pursuant to Section 14.

          "Credit Documents" shall mean this Agreement, the Notes, each
Subsidiaries Guaranty, the Intercompany Subordination Agreement, each Special
Colombian Put Note, each Special Colombian Put Note Agreement, each Security
Document, each Incremental Term Loan Commitment Agreement, the U.S. Subsidiaries
Guaranty, the Foreign Subsidiaries Guaranty Acknowledgement, the Intercompany
Subordination Agreement Acknowledgement, each Foreign Security Document
Acknowledgement and/or Amendment, the Intercreditor Agreement and any other
guarantees or security documents executed and delivered for the benefit of the
Lenders in accordance with the requirements of this Agreement and any other
guaranties, pledge agreements or security documents executed and delivered in
accordance with the requirements of Sections 8.11, 8.12 and/or 9.10.

          "Credit Event" shall mean the making of a Loan, the issuance of a
Letter of Credit, the issuance of a Bank Guaranty or the making of any
Credit-Linked Deposit.

          "Credit-Linked Commitment" shall mean, for each Lender, the amount set
forth opposite such Lender's name in Schedule I directly below the column
entitled "Credit-Linked


                                      -154-



Commitment," as the same may be (x) reduced from time to time or terminated
pursuant to Sections 3.02, 3.03 and/or 10, as applicable, or (y) adjusted from
time to time as a result of assignments to or from such Lender pursuant to
Section 1.13 or 13.04(b).

          "Credit-Linked Deposit" shall mean, as to each CL Lender, the cash
deposit made by such CL Lender pursuant to Section 2C.01(a) or Section 1.13 or
13.04(b), as the case may be, as such deposit may be (x) reduced from time to
time pursuant to the terms of this Agreement and (y) reduced or increased from
time to time pursuant to assignments to or by such CL Lender pursuant to Section
1.13 or 13.04(b). The initial amount of each CL Lender's Credit-Linked Deposit
shall be equal to the amount of its Credit-Linked Commitment on the Restatement
Effective Date or on the date that such Person becomes a CL Lender pursuant to
Section 1.13 or 13.04(b).

          "Credit-Linked Deposit Account" shall mean the accounts of, and
established by, the Deposit Bank under its sole and exclusive control and
maintained at the office of the Deposit Bank, and designated as the "Dole Foods
Credit-Linked Deposit Account" that shall be used solely for the purposes set
forth in Sections 1.04, 2A.04(c) and 2B.04(c).

          "Credit-Linked Deposit Cost Amount" shall mean, at any time, a
percentage per annum equal to 0.13%.

          "Credit Party" shall mean each U.S. Credit Party and each Foreign
Credit Party.

          "DBAG" shall mean Deutsche Bank AG New York Branch, in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "DBSI" shall mean Deutsche Bank Securities Inc., in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "Default" shall mean any event, act or condition, which with notice or
lapse of time, or both, would constitute an Event of Default.

          "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

          "Deposit Bank" shall mean DBAG and shall include any successor thereto
appointed pursuant to Section 12.10.

          "Disqualified Voting Participant" shall mean any participant meeting
the requirements of sub-clauses (x), (y)(A) and (y)(B) of clause (II) of the
second proviso appearing in Section 13.04(a) which (i) has refused to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement of the type described in Section 13.12(a) and which have been
approved by the Required Lenders and (ii) has been designated as a "Disqualified
Voting Participant" by the U.S. Borrower in a written notice to the
Administrative Agent.

          "Dividend" shall have the meaning provided in Section 9.06.


                                      -155-



          "Documents" shall mean and include (i) the Credit Documents, (ii) the
ABL Credit Documents, (iii) the Refinancing Documents, (iv) the Intercompany
Distribution Transaction Documents, (v) the Sale-Leaseback Transaction
Documents, (vi) the Existing Senior Notes Documents, (vii) the Intermediate
Holdco Credit Documents, (viii) the Wellbeing Project Financing Documents, (ix)
on and after the execution and delivery thereof, any Permitted Senior Notes
Document and (x) on and after the execution and delivery thereof, any Permitted
Refinancing Senior Notes Document.

          "Dole Canada" shall have the meaning provided in Section 12.14(a).

          "Dole Settlement Company" shall mean the U.S. Borrower or a Qualified
U.S. Obligor that is not subject to the guaranty limitation applicable to the
Bermuda Partnership Partners contained in the U.S. Subsidiaries Guaranty.

          "Dollars" shall mean U.S. Dollars.

          "Dollar Denominated Bank Guaranty" shall mean each Bank Guaranty
denominated in Dollars.

          "Dollar Denominated Bank Guaranty Outstandings" shall mean, at any
time, the sum of (i) the aggregate Face Amount of all outstanding Dollar
Denominated Bank Guaranties at such time plus (ii) the aggregate amount of all
Unreimbursed Payments with respect to Dollar Denominated Bank Guaranties at such
time.

          "Dollar Denominated Letter of Credit" shall mean each Letter of Credit
denominated in Dollars.

          "Dollar Denominated Letter of Credit Outstandings" shall mean, at any
time, the sum of (i) the aggregate Stated Amount of all outstanding Dollar
Denominated Letters of Credit at such time plus (ii) the aggregate amount of all
Unpaid Drawings with respect to Dollar Denominated Letters of Credit at such
time.

          "Dollar Equivalent" of an amount denominated in a currency other than
Dollars shall mean, at any time for the determination thereof, the amount of
Dollars which could be purchased with the amount of such currency involved in
such computation at the spot exchange rate therefor as quoted by the
Administrative Agent as of 11:00 A.M. (New York time) on the date two Business
Days prior to the date of any determination thereof for purchase on such date
(or, in the case of any determination pursuant to Section 1.14 or 13.22 hereof
or Section 26 (or any analogous provision) of any Subsidiaries Guaranty, on the
date of determination); provided that (x) the Dollar Equivalent of any Unpaid
Drawing under a Non-Dollar Denominated Letter of Credit shall be determined at
the time the drawing under the related Letter of Credit was paid or disbursed by
the respective Issuing Lender, and (y) the Dollar Equivalent of any Unreimbursed
Payment under a Non-Dollar Denominated Bank Guaranty shall be determined at the
time the payment under the related Bank Guaranty was made or disbursed by the
respective Bank Guaranty Issuer; provided, further, that for purposes of (x)
determining compliance with Sections 1.01(a), (b) and (c), 2A.01(c), 2B.01(c)
and 4.02(a) and (y) calculating Fees pursuant to Section 3.01, the Dollar
Equivalent of any amounts denominated in a currency other than Dollars shall be
revalued on a monthly basis using the spot exchange rates therefor as quoted in
the Wall Street


                                      -156-



Journal (or, if same does not provide such exchange rates, on such other basis
as is reasonably satisfactory to the Administrative Agent) on the first Business
Day of each calendar month, provided, however, that at any time during a
calendar month, if the Aggregate CL Exposure (for the purposes of the
determination thereof, using the Dollar Equivalent as recalculated based on the
spot exchange rate therefor as quoted in the Wall Street Journal (or, if same
does not provide such exchange rates, on such other basis as is reasonably
satisfactory to the Administrative Agent) on the respective date of
determination pursuant to this exception) would exceed 85% of the Total
Credit-Linked Commitment, then in the sole discretion of the Administrative
Agent or at the request of the Required Lenders, the Dollar Equivalent shall be
reset based upon the spot exchange rates on such date as quoted in the Wall
Street Journal (or, if same does not provide such exchange rates, on such other
basis as is reasonably satisfactory to the Administrative Agent), which rates
shall remain in effect until the first Business Day of the next succeeding
calendar month or such earlier date, if any, as the rate is reset pursuant to
this proviso. Notwithstanding anything to the contrary contained in this
definition, at any time that a Default or an Event of Default then exists, the
Administrative Agent may revalue the Dollar Equivalent of any amounts
outstanding under the Credit Documents in a currency other than Dollars in its
sole discretion using the spot exchange rates therefor as quoted in the Wall
Street Journal (or, if the same does not provide such exchange rates, on such
other basis as is reasonably satisfactory to the Administrative Agent).

          "Domestic Subsidiary" shall mean, as to any Person, any Subsidiary of
such Person incorporated or organized in the United States or any State or
territory thereof.

          "Drawing" shall have the meaning provided in Section 2A.05(b).

          "Eligible Transferee" shall mean and include a commercial bank, a
mutual fund, an insurance company, a financial institution, a "qualified
institutional buyer" (as defined in Rule 144A of the Securities Act), any fund
that regularly invests in bank loans or any other "accredited investor" (as
defined in Regulation D of the Securities Act), but in any event excluding any
individual and Holdings and its Subsidiaries and Affiliates.

          "EMU Legislation" shall mean the legislative measures of the European
Union for the introduction of, changeover to or operation of the Euro in one or
more member states, being in part legislative measures to implement the third
stage of the European Monetary Union.

          "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any violation (or alleged violation) by Holdings or any of its
Subsidiaries under any Environmental Law or any permit issued to Holdings or any
of its Subsidiaries under any such law (hereafter "Claims"), including, without
limitation, (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and (b) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.


                                      -157-



          "Environmental Law" shall mean any federal, state or local policy
having the force and effect of law, statute, law, rule, regulation, ordinance,
code or rule of common law now or hereafter in effect and in each case as
amended, and any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment (for purposes
of this definition (collectively, "Laws")), relating to the indoor or outdoor
environment, or Hazardous Materials or health and safety to the extent such
health and safety issues arise under the Occupational Safety and Health Act of
1970, as amended, or any such similar Laws.

          "Equity Infusion" shall mean (i) in the case of Holdings, the sale or
issuance of Equity Interests of Holdings to, or a capital contribution to
Holdings by, David H. Murdock or any of his affiliates and (ii) in the case of
Intermediate Holdco, the sale or issuance of Equity Interests of Intermediate
Holdco to, or a capital contribution to Intermediate Holdco by, Holdings which
is financed by Holdings solely with the proceeds of the sale or issuance of
Equity Interests and/or capital contributions described in preceding clause (i).

          "Equity Interests" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participation or other
equivalents of or interest in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

          "Equity Investors" shall mean, collectively, David H. Murdock, the
David H. Murdock Living Trust and Castle & Cooke Holdings, Inc.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect on the
Original Effective Date and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with Holdings or a Subsidiary of Holdings would be
deemed to be a "single employer" (i) within the meaning of Section 414(b), (c),
(m) or (o) of the Code or (ii) as a result of Holdings or a Subsidiary of
Holdings being or having been a general partner of such Person.

          "Euro Denominated Bank Guaranty" shall mean each Bank Guaranty
denominated in Euros.

          "Euro Denominated Letter of Credit" shall mean each Letter of Credit
denominated in Euros.

          "Eurodollar Loans" shall mean each Loan designated as such by the
respective Borrower or Borrowers at the time of the incurrence thereof or
conversion thereto.

          "Eurodollar Rate" shall mean, for any Interest Period, in the case of
any Loan, (i) the arithmetic average (rounded upwards to the nearest 1/16 of 1%)
of the offered quotation to first class banks in the interbank Eurodollar market
by DBAG for U.S. dollar deposits of amounts in immediately available funds
comparable to the principal amount of the applicable


                                      -158-



Eurodollar Loan for which the Eurodollar Rate is being determined with
maturities comparable to the Interest Period for which such Eurodollar Rate will
apply, as of approximately 10:00 A.M. (New York time) on the Interest
Determination Date divided by (ii) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or any successor category of liabilities
under Regulation D). The determination of the Eurodollar Rate by the
Administrative Agent shall be conclusive and binding on the Borrowers absent
manifest error.

          "Euros" and the designation "E" shall mean the currency introduced on
January 1, 1999 at the start of the third stage of European economic and
monetary union pursuant to the Treaty (expressed in euros).

          "Event of Default" shall have the meaning provided in Section 10.

          "Excess Cash Flow" shall mean, for any period, the remainder of (a)
the sum of, without duplication, (i) Adjusted Consolidated Net Income for such
period and (ii) the decrease, if any, in Adjusted Consolidated Working Capital
from the first day to the last day of such period, minus (b) the sum of, without
duplication, (i) the aggregate amount of all Capital Expenditures made by the
U.S. Borrower and its Subsidiaries during such period (other than Capital
Expenditures to the extent financed with equity proceeds, Equity Interests,
asset sale proceeds, insurance proceeds or Indebtedness (other than with
proceeds of ABL Loans, Original Revolving Loans, or Original Swingline Loans,
(ii) the aggregate amount of permanent principal payments of Indebtedness for
borrowed money of the U.S. Borrower and its Subsidiaries and the permanent
repayment of the principal component of Capitalized Lease Obligations of the
U.S. Borrower and its Subsidiaries during such period (other than (A)
repayments, to the extent made with asset sale proceeds, equity proceeds,
insurance proceeds or Indebtedness, (B) repayments of Original Loans, unless
same were required as a result of a Scheduled Repayment (as defined in the
Original Credit Agreement) under Section 4.02(b) of the Original Credit
Agreement, (C) repayments of ABL Loans or (D) a Scheduled Repayment under
Section 4.02(b), as the case may be) and (iii) the increase, if any, in Adjusted
Consolidated Working Capital from the first day to the last day of such period.

          "Excess Cash Flow Payment Period" shall mean, with respect to any
Excess Cash Payment Date, the immediately preceding Fiscal Year of Holdings.

          "Excess Cash Payment Date" shall mean the date occurring 3 Business
Days after the 90th day following the last day of a Fiscal Year of Holdings.

          "Exchange Percentage" shall mean, as to each Lender, a fraction,
expressed as a decimal, in each case determined on the date of occurrence of a
Sharing Event (after giving effect to any actions to occur on, or promptly
after, such date pursuant to Section 1.14(a), but before giving effect to any
actions to occur on such date pursuant to Section 1.14(b)) of which: (a) the
numerator shall be the sum of (i) the CL Percentage of such Lender (if a CL
Lender) of (x) the aggregate amount of Letter of Credit Outstandings (calculated
by giving full effect to the proviso to the definition of Stated Amount
contained herein) and (y) the aggregate amount of


                                      -159-



Bank Guaranty Outstandings (calculated by giving full effect to the proviso to
the definition of Face Amount contained herein) and (ii) the aggregate principal
amount of the outstanding Term Loans of such Lender; and (b) the denominator of
which shall be the sum of (i) the sum of (x) the aggregate amount of Letter of
Credit Outstandings (calculated by giving full effect to the proviso to the
definition of Stated Amount contained herein) and (y) the aggregate amount of
Bank Guaranty Outstandings (calculated by giving full effect to the proviso to
the definition of Face Amount contained herein) and (ii) the aggregate principal
amount of all outstanding Term Loans of all Lenders.

          "Excluded Bermuda Insurance Companies" shall mean and include (i)
Ashford Company Limited, a limited liability corporation organized under laws of
Bermuda, and (ii) Mendocino Limited, a limited liability corporation organized
under laws of Bermuda.

          "Excluded Collateral" shall mean and include (i) each Principal
Property of the U.S. Borrower and any of its Restricted Subsidiaries, (ii) all
shares of capital stock or Indebtedness (as defined in the Existing 2013 Senior
Notes Indenture as in effect on the Initial Borrowing Date) of any Restricted
Subsidiary of the U.S. Borrower (which Indebtedness (as so defined) is then held
by the U.S. Borrower or any Restricted Subsidiary) and (iii) Margin Stock owned
or held by Holdings or any of its Subsidiaries, except to the extent required to
be pledged pursuant to Section 8.19; provided that (x) the collateral described
in preceding clauses (i) and (ii) shall cease to constitute "Excluded
Collateral" upon the repayment in full of all Existing 2009 Senior Notes and all
Existing 2013 Senior Notes and (y) as the term "Excluded Collateral" is used in
any Foreign Security Document, such term shall not include any Principal
Property referred to in clause (i) above.

          "Excluded Domestic Subsidiary" shall mean County Line Mutual Water
Company, a Wholly-Owned Domestic Subsidiary of the U.S. Borrower.

          "Excluded Event" shall mean the taking of any action, or the adoption
of any law, rule or regulation, by any governmental authority which results in a
deficiency that would otherwise give rise to a Default or Event of Default under
any of Sections 10.07, 10.08, 10.11(b), 10.11(c) and/or 10.12; provided that (i)
any such deficiency or default shall relate solely to a Foreign Subsidiary of
Holdings (other than a Foreign Subsidiary organized under the laws of Bermuda),
its business or properties and the Credit Documents to which such Foreign
Subsidiary is a party and (ii) the aggregate fair market value of all Property
of all Foreign Subsidiaries subject to any such deficiencies or defaults
(including all Property which would have been Property of the respective Foreign
Subsidiaries if the actions described in Section 10.12 had not been taken) shall
not exceed $15,000,000.

          "Excluded Foreign Subsidiaries" shall mean Foreign Subsidiaries of the
U.S. Borrower organized in Qualified Non-U.S. Jurisdictions and listed on Part B
of Schedule XIII; provided that any Foreign Subsidiary listed on Part B of
Schedule XIII which merges or consolidates with or into any other Foreign
Subsidiary of the U.S. Borrower that is a Qualified Obligor organized in the
jurisdiction of organization of such listed Foreign Subsidiary shall cease to be
an "Excluded Foreign Subsidiary" for purposes of this Agreement.

          "Existing Bank Guaranties" shall have the meaning provided in Section
2B.01(d).


                                      -160-



          "Existing Indebtedness" shall mean and include Scheduled Existing
Indebtedness, and the Existing Senior Notes Documents and the Wellbeing Project
Financing.

          "Existing Indebtedness Agreements" shall have the meaning provided in
Section 5.13(iii).

          "Existing Letters of Credit" shall have the meaning provided in
Section 2A.01(d).

          "Existing Senior Notes" shall mean and include the Existing 2009
Senior Notes, the Existing 2013 Senior Notes, the Existing 2011 Senior Notes and
the Existing 2010 Senior Notes.

          "Existing Senior Notes Documents" shall mean and include (i) the
Existing 2009 Senior Notes Documents, (ii) the Existing 2013 Senior Notes
Documents, (iii) the Existing 2011 Senior Notes Documents and (iv) the Existing
2010 Senior Notes Documents.

          "Existing Senior Notes Indentures" shall mean and include (i) the
Existing 2009 Senior Notes Indenture, (ii) the Existing 2013 Senior Notes
Indenture, (iii) the Existing 2011 Senior Notes Indenture and (iv) the Existing
2010 Senior Notes Indenture.

          "Existing 2011 Senior Notes" shall mean the U.S. Borrower's 8-7/8%
Senior Notes due 2011, issued pursuant to the Existing 2011 Senior Notes
Indenture, as in effect on the Restatement Effective Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Existing 2011 Senior Notes Documents" shall mean the Existing 2011
Senior Notes, the Existing 2011 Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2011 Senior Notes or
Existing 2011 Senior Notes Indenture, as in effect on the Restatement Effective
Date and as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

          "Existing 2011 Senior Notes Indenture" shall mean the Indenture, dated
as of March 28, 2003, among the U.S. Borrower, any U.S. Subsidiary Guarantors
from time to time party thereto and the trustee therefor, as in effect on the
Restatement Effective Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

          "Existing 2009 Senior Notes" shall mean the U.S. Borrower's 8-5/8%
Senior Notes due 2009, issued pursuant to the Existing 2009 Senior Notes
Indenture, as in effect on the Restatement Effective Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Existing 2009 Senior Notes Documents" shall mean the Existing 2009
Senior Notes, the Existing 2009 Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2009 Senior Notes or
Existing 2009 Senior Notes Indenture, as in effect on the Restatement Effective
Date and as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.


                                      -161-



          "Existing 2009 Senior Notes Indenture" shall mean the Indenture, dated
as of July 15, 1993, among the U.S. Borrower, any U.S. Subsidiary Guarantors
from time to time party thereto and the trustee therefor, as in effect on the
Restatement Effective Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

          "Existing 2010 Senior Notes" shall mean the U.S. Borrower's 7-1/4%
Senior Notes due 2010, issued pursuant to the Existing 2010 Senior Notes
Indenture, as in effect on the Restatement Effective Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Existing 2010 Senior Notes Documents" shall mean the Existing 2010
Senior Notes, the Existing 2010 Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2010 Senior Notes or
Existing 2010 Senior Notes Indenture, as in effect on the Restatement Effective
Date and as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

          "Existing 2010 Senior Notes Indenture" shall mean the Indenture, dated
as of May 29, 2003, among the U.S. Borrower, any U.S. Subsidiary Guarantors from
time to time party thereto and the trustee therefor, as in effect on the
Restatement Effective Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

          "Existing 2013 Senior Notes" shall mean the U.S. Borrower's 7-7/8%
Senior Notes due 2013, issued pursuant to the Existing 2013 Senior Notes
Indenture, as in effect on the Restatement Effective Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Existing 2013 Senior Notes Documents" shall mean the Existing 2013
Senior Notes, the Existing 2013 Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2013 Senior Notes or
Existing 2013 Senior Notes Indenture, as in effect on the Restatement Effective
Date and as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

          "Existing 2013 Senior Notes Indenture" shall mean the Indenture, dated
as of July 15, 1993, among the U.S. Borrower, any U.S. Subsidiary Guarantors
from time to time party thereto and the trustee therefor, as in effect on the
Restatement Effective Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

          "Face Amount" of each Bank Guaranty shall, at any time, mean the
maximum amount payable thereunder (in each case determined without regard to
whether any conditions to payment could then be met, but after giving effect to
all previous payments made thereunder), provided that (x) except as such term is
used in Section 2B.02, the "Face Amount" of each Non-Dollar Denominated Bank
Guaranty shall be, on any date of calculation, the Dollar Equivalent of the
maximum amount payable in the applicable Alternative Currency thereunder
(determined without regard to whether any conditions to payment could then be
met but after giving effect to


                                      -162-



all previous payments made thereunder) and (y) except for purposes of Sections
2B.02 and 3.01(d), the definition of Non-Dollar Denominated B/G Cushion Amount
and in determining the respective proportional indemnification liabilities of
the Secured Creditors to the Collateral Agent and/or the Pledgee under the
applicable Security Documents, the Face Amount of any Non-Dollar Denominated
Bank Guaranty (as otherwise determined above) shall be increased (at each time
the Face Amount thereof is determined) by the Non-Dollar Denominated B/G Cushion
Amount for such Non-Dollar Denominated Bank Guaranty.

          "Facing Fee" shall have the meaning provided in Section 3.01(b).

          "Fair Market Value" shall mean, with respect to any asset, the price
at which a willing buyer, not an Affiliate of the seller, and a willing seller
who does not have to sell, would agree to purchase and sell such asset, as
determined in good faith by the board of directors or other governing body or,
pursuant to a specific delegation of authority by such board of directors or
governing body, a designated senior executive officer, of Holdings, or the
Subsidiary of Holdings selling such asset.

          "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Lender of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

          "Fee Capped Foreign Subsidiary Guarantor" shall mean any Foreign
Credit Party organized under the laws of a jurisdiction in which (x) the
guaranties and/or secured obligations under the respective Credit Documents are
not required by the laws of such jurisdiction to be limited in any way and (y)
the guaranties and/or secured obligations under the respective Credit Documents
have been voluntarily limited (at the request of such Foreign Credit Party) to
reduce the amount of registration, notorial or other fees, taxes or amounts
payable in connection with the recordation or perfection of the security
interests purported to be created pursuant to the relevant Security Documents.

          "Fees" shall mean all amounts payable pursuant to, or referred to in,
Section 3.01.

          "First Priority" means, with respect to any Lien purported to be
created on any Collateral pursuant to any Security Document, that such Lien is
prior in right to any other Lien thereon, other than any Permitted Liens
(excluding Permitted Liens as described in clause (iii) of Section 9.03)
applicable to such Collateral which as a matter of law (and giving effect to any
actions taken pursuant to the last paragraph of Section 9.03) have priority over
the respective Liens on such Collateral created pursuant to the relevant
Security Document.

          "Fiscal Quarter" means, for any Fiscal Year, each of (i) the first
twelve weeks of such Fiscal Year, (ii) the thirteenth week of such Fiscal Year
through the twenty-fourth week of such Fiscal Year, (iii) the twenty-fifth week
of such Fiscal Year through the forty-first week of


                                      -163-



such Fiscal Year and (iv) forty-second week of such Fiscal Year through the last
day of such Fiscal Year, as the case may be. For purposes of this Agreement, a
reference to the 1st Fiscal Quarter of any Fiscal Year shall be a reference to
the period referred to in clause (i) above; a reference to the 2nd Fiscal
Quarter of any Fiscal Year shall be a reference to the period referred to in
clause (ii) above; a reference to the 3rd Fiscal Quarter of any Fiscal Year
shall be a reference to the period referred to in clause (iii) above; and a
reference to the 4th Fiscal Quarter of any Fiscal Year shall be a reference to
the period referred to in clause (iv) above.

          "Fiscal Year" means the fiscal year of Holdings and its Subsidiaries
ending on the Saturday nearest to December 31 of each calendar year. For
purposes of this Agreement, any particular Fiscal Year shall be designated by
reference to the calendar year in which the majority of such Fiscal Year falls.

          "Foreign Asset Transfer" shall mean, collectively, (i) the transfer by
Bermuda Partnership Partner #1 or the Bermuda Partnership of shares of
Transtrading Overseas Limited, (ii) the transfer by the U.S. Borrower of shares
of Dole Pacific General Services Ltd. and (iii) the transfer by the U.S.
Borrower of shares of Castle & Cooke Worldwide Limited, in each case to Dole
Foreign Holdings II Ltd. (or such other Foreign Subsidiary as is acceptable to
the Administrative Agent).

          "Foreign Credit Party" shall mean the Bermuda Borrower and each
Foreign Subsidiary Guarantor.

          "Foreign Credit Party Pledge Agreements" shall mean each Foreign
Credit Party Pledge Agreement (as defined in the Original Credit Agreement)
entered into by a Foreign Credit Party pursuant to the terms of the Original
Credit Agreement and each other pledge agreement entered into by a Foreign
Credit Party pursuant to the terms hereof covering promissory notes and Equity
Interests and governed by the laws of the jurisdiction in which such Foreign
Credit Party is organized, in each case as the same may be amended, restated,
modified and/or supplemented from time to time in accordance with the terms
thereof. Part A of Schedule XII sets forth a list of all Foreign Credit Party
Pledge Agreements in effect on the Restatement Effective Date (prior to giving
effect to the Foreign Security Document Acknowledgments and/or Amendments).

          "Foreign Pension Plan" means any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by Holdings or any one or more
of its Subsidiaries primarily for the benefit of employees of Holdings or any of
its Subsidiaries residing outside the United States of America, which plan, fund
or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement or payments to be made upon termination
of employment, and which plan is not subject to ERISA or the Code.

          "Foreign Pledge Agreement" shall mean and include the Local Law Pledge
Agreements and the Foreign Credit Party Pledge Agreements.

          "Foreign Security Agreements" shall mean each Foreign Security
Agreement (as defined in the Original Credit Agreement) entered into by a
Foreign Credit Party pursuant to the


                                      -164-



terms of the Original Credit Agreement, each Replacement Foreign Security
Agreement and each other security agreement, pledge agreement, mortgage,
debenture, deed of charge, document and/or instrument entered into by a Foreign
Credit Party pursuant to the terms hereof covering tangible and intangible
assets (including receivables, contract rights, securities, inventory,
equipment, real estate, leasehold interests, vessels, insurances, and material
patents, trademarks and other intellectual property but excluding Excluded
Collateral) owned by such Foreign Credit Party and governed by the laws of the
jurisdiction in which such Foreign Credit Party is organized, in each case as
the same may be amended, restated, modified and/or supplemented from time to
time in accordance with the terms thereof. Part C of Schedule XII sets forth a
list of all Replacement Foreign Security Agreements and all other Foreign
Security Agreements in effect on the Restatement Effective Date (prior to giving
effect to the Foreign Security Document Acknowledgment and/or Amendments).

          "Foreign Security Document" shall mean each Security Document other
than a U.S. Security Document (including, without limitation, each Foreign
Pledge Agreement and each Foreign Security Agreement).

          "Foreign Security Document Acknowledgement and/or Amendment" shall
have the meaning provided in Section 5.12.

          "Foreign Subsidiaries Guaranty" shall mean the Foreign Subsidiaries
Guaranty, dated as of March 28, 2003, made by the Foreign Subsidiaries of
Holdings party thereto in favor of the Administrative Agent and shall include
any counterpart thereof and any other similar guaranty executed and delivered by
any Foreign Subsidiary of Holdings pursuant to Sections 8.11 or 9.11, in each
case, as the same may be amended, restated, modified and/or supplemented from
time to time in accordance with the terms thereof. A copy of the Foreign
Subsidiaries Guaranty as in effect on the Restatement Effective Date is attached
hereto as Exhibit G-3.

          "Foreign Subsidiaries Guaranty Acknowledgement" shall have the meaning
provided in Section 5.10(b).

          "Foreign Subsidiary" shall mean, as to any Person, any Subsidiary of
such Person that is not a Domestic Subsidiary of such Person.

          "Foreign Subsidiary Guarantor" shall mean each Foreign Subsidiary of
Holdings (other than the Bermuda Borrower and any Non-Guarantor Subsidiary)
which executes and delivers a Foreign Subsidiaries Guaranty, unless and until
such time as the respective Foreign Subsidiary ceases to constitute a Foreign
Subsidiary or is released from all of its obligations under its Foreign
Subsidiaries Guaranty in accordance with the terms and provisions thereof;
provided that each Subsidiary of the U.S. Borrower organized under the laws of
Colombia which is a party to the Special Colombian Put Note Agreement shall be
treated as a "Foreign Subsidiary Guarantor" for all purposes of this Agreement,
unless and until such time as the respective Subsidiary ceases to constitute a
Subsidiary or is released from all of its obligations under the Special
Colombian Put Note Agreement.

          "Foreign Unrestricted Subsidiary" of any Person shall mean any Foreign
Subsidiary of such Person that is an Unrestricted Subsidiary.


                                      -165-



          "Fronting Fee" shall have the meaning provided in Section 3.01(d).

          "Gaston Property" shall have the meaning provided in Section
9.02(xix).

          "Guaranteed Creditors" shall mean and include each of the Agents, the
Collateral Agent, the Lenders, the Issuing Lenders, the Bank Guaranty Issuers
and each Person (other than any Credit Party or any of its Subsidiaries) party
to an Interest Rate Protection Agreement or Other Hedging Agreement with a
Borrower and/or one or more of each Borrower's Subsidiaries, to the extent that
such Person constitutes a Secured Creditor under the Security Documents.

          "Guarantors" shall mean and include each Credit Agreement Party and
each Subsidiary Guarantor.

          "Guaranty" shall mean and include each Credit Agreement Party Guaranty
and each Subsidiaries Guaranty.

          "Hazardous Materials" shall mean (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar meaning and regulatory
effect.

          "Holdings" shall have the meaning provided in the first paragraph of
this Agreement.

          "Holdings Common Stock" shall have the meaning provided in Section
7.13(a).

          "Holdings Guaranty" shall mean the guaranty of Holdings pursuant to
Section 14.

          "Incremental Term Loan" shall have the meaning provided in Section
1.01(c).

          "Incremental Term Loan Borrower" shall mean (x) the U.S. Borrower,
with respect to U.S. Borrower Incremental Term Loans and (y) the Bermuda
Borrower, with respect to Bermuda Borrower Incremental Term Loans.

          "Incremental Term Loan Borrowing Date" shall mean, with respect to
each Tranche of Incremental Term Loans, each date on which Incremental Term
Loans of such Tranche are incurred pursuant to Section 1.01(c) and as otherwise
permitted by Section 1.15.

          "Incremental Term Loan Commitment" shall mean, for each Lender, any
commitment to make Incremental Term Loans provided by such Lender pursuant to
Section 1.15, in such amount as agreed to by such Lender in the respective
Incremental Term Loan Commitment Agreement and as set forth opposite such
Lender's name in Schedule I (as modified in accordance with Section 1.15)
directly below the column entitled "Incremental Term Loan Commitment", as the
same may be (x) reduced from time to time or terminated pursuant to


                                      -166-



Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a
result of assignments to and from such Lender pursuant to Sections 1.13 and/or
13.04(b).

          "Incremental Term Loan Commitment Agreement" shall mean each
Incremental Term Loan Commitment Agreement in the form of Exhibit P
(appropriately completed) executed in accordance with Section 1.15.

          "Incremental Term Loan Commitment Request Requirements" shall mean,
with respect to any request for an Incremental Term Loan Commitment made
pursuant to Section 1.15, the satisfaction of each of the following conditions
on the date of such request: (x) no Default or Event of Default then exists or
would result therefrom (for purposes of such determination, assuming the
relevant Loans in an aggregate principal amount equal to the full amount of
Incremental Term Loan Commitments then requested had been incurred, and the
proposed Permitted Acquisition (if any) to be financed with the proceeds of such
Loans had been consummated, on such date of request) and all of the
representations and warranties contained herein and in the other Credit
Documents are true and correct in all material respects at such time (unless
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date); (y) calculations are made by the U.S. Borrower of compliance with
the Total Leverage Ratio and the Senior Secured Leverage Ratio set forth Section
9.04(a) (assuming (and immediately after) the full utilization of the requested
Incremental Term Loan Commitments and the consummation of the proposed Permitted
Acquisition (if any) to be financed with the proceeds of the Loans pursuant
thereto (as well as all other Permitted Acquisitions and Significant Asset Sales
theretofore consummated after the first day of the respective Calculation
Period) regardless of whether any Indebtedness is then being incurred pursuant
to said Section 9.04(a)) for the Calculation Period most recently ended prior to
the date of the requested Incremental Term Loan Commitments, as set forth in a
certificate by an Authorized Officer of the U.S. Borrower furnished to the
Administrative Agent on the date of such request, and such calculations shall
show that, after giving effect to the foregoing assumptions in this clause (y)
and any additional Indebtedness being incurred in connection therewith, the U.S.
Borrower would be in compliance with each of the Total Leverage Ratio and the
Senior Secured Leverage Ratio as set forth in Section 9.04(a) as at the last day
of such Calculation Period on a Pro Forma Basis; and (z) no Incremental Term
Loan Commitments are then outstanding, unless the full amount such Incremental
Term Loan Commitments will be utilized on the date of the effectiveness of the
Incremental Term Loan Commitment Agreement to be entered into in connection with
the Incremental Term Loan Commitments of the new Tranche then being requested.

          "Incremental Term Loan Commitment Requirements" shall mean, with
respect to any provision of an Incremental Term Loan Commitment on a given
Incremental Term Loan Commitment Date, the satisfaction of each of the following
conditions on or prior to the effective date of the respective Incremental Term
Loan Commitment Agreement: (r) no Default or Event of Default then exists or
would result therefrom (for purposes of such determination, assuming the
relevant Loans in an aggregate principal amount equal to the full amount of
Incremental Term Loan Commitments then provided had been incurred, and the
proposed Permitted Acquisition (if any) to be financed with the proceeds of such
Loans had been consummated, on such date of effectiveness) and all of the
representations and warranties contained herein and in the other Credit
Documents are true and correct in all material respects at such time (unless


                                      -167-



stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date); (s) calculations are made by the U.S. Borrower of compliance with
the Total Leverage Ratio and the Senior Secured Leverage Ratio set forth Section
9.04(a) (assuming (and immediately after) the full utilization of the requested
Incremental Term Loan Commitments and the consummation of the proposed Permitted
Acquisition (if any) to be financed with the proceeds of the Loans pursuant
thereto (as well as all other Permitted Acquisitions and Significant Asset Sales
theretofore consummated after the first day of the respective Calculation
Period) regardless of whether any Indebtedness is then being incurred pursuant
to said Section 9.04(a)) for the Calculation Period most recently ended prior to
the date of the requested Incremental Term Loan Commitments, as set forth in a
certificate by an Authorized Officer of the U.S. Borrower furnished to the
Administrative Agent on the date of such request, and such calculations shall
show that, after giving effect to the foregoing assumptions in this clause (s)
and any additional Indebtedness being incurred in connection therewith, the U.S.
Borrower would be in compliance with each of the Total Leverage Ratio and the
Senior Secured Leverage Ratio as set forth in Section 9.04(a) as at the last day
of such Calculation Period on a Pro Forma Basis; (t) the delivery by Holdings to
the Administrative Agent of an officer's certificate executed by an Authorized
Officer of Holdings and certifying as to compliance with preceding clauses (r)
and (s) and containing the calculations required by clause (s); (u) the delivery
by Holdings to the Administrative Agent of an officer's certificate executed by
an Authorized Officer of Holdings certifying which provisions of the ABL Credit
Agreement, the Existing 2009 Senior Notes Indenture, the Existing 2013 Senior
Notes Indenture, the Existing 2010 Senior Notes Indenture, the Existing 2011
Senior Notes Indenture, the Intermediate Holdco Credit Agreement, each Wellbeing
Project Financing Document and (after the execution and delivery thereof) each
Permitted Senior Notes Indenture and each Permitted Senior Refinancing Notes
Document that the respective incurrence of Incremental Loans will be justified
under and demonstrating in reasonable detail that the full amount of such
Incremental Term Loans may be incurred in accordance with, and will not violate
the provisions of, the ABL Credit Agreement, the Existing 2009 Senior Notes
Indenture, the Existing 2013 Senior Notes Indenture, the Existing 2010 Senior
Notes Indenture, the Existing 2011 Senior Notes Indenture, the Intermediate
Holdco Credit Agreement, each Wellbeing Project Financing Document and (after
the execution and delivery thereof) each Permitted Senior Notes Indenture and
each Permitted Senior Refinancing Notes Document; (v) the delivery by Holdings
to the Administrative Agent of an acknowledgement in form and substance
reasonably satisfactory to the Administrative Agent and executed by each
Guarantor (in the case of an Incremental Term Loan Commitment requested by the
Bermuda Borrower) or each U.S. Credit Party other than the U.S. Borrower (in the
case of an Incremental Term Loan Commitment requested by the U.S. Borrower), as
the case may be, acknowledging that such Incremental Term Loan Commitment and
all Loans subsequently incurred pursuant to such Incremental Term Loan
Commitment shall constitute (and be included in the definition of) "Guaranteed
Obligations" under each Guaranty of such Guarantor; (w) the delivery by Holdings
and its Subsidiaries of such technical amendments, modifications and/or
supplements to the respective Security Documents as are reasonably requested by
the Administrative Agent to ensure that the additional Obligations to be
incurred pursuant to the Incremental Term Loan Commitments are secured by, and
entitled to the benefits of, the relevant Security Documents, and each of the
Lenders hereby agrees to, and authorizes the Collateral Agent to enter into, any
such technical amendments, modifications and/or supplements; (x) the delivery by
Holdings to the Administrative Agent of


                                      -168-



an opinion or opinions, in form and substance reasonably satisfactory to the
Administrative Agent, from counsel to the Credit Parties reasonably satisfactory
to the Administrative Agent and dated such date, covering such of the matters
set forth in the opinions of counsel delivered to the Administrative Agent on
the Initial Borrowing Date pursuant to Section 5.03 of the Original Credit
Agreement as may be reasonably requested by the Administrative Agent, and such
other matters incident to the transactions contemplated thereby as the
Administrative Agent may reasonably request; (y) the delivery by Holdings and
the other Credit Parties to the Administrative Agent of such other officers'
certificates, resolutions and evidence of good standing as the Administrative
Agent shall reasonably request; and (z) the completion by Holdings and the other
Credit Parties of such other actions as the Administrative Agent may reasonably
request in connection with such Incremental Term Loan Commitment, it being
understood and agreed that the Administrative Agent may (in its sole discretion)
agree that the delivery of technical amendments, modifications and/or
supplements to the respective Security Documents pursuant to sub-clause (w) of
the preceding sentence may occur after the incurrence of Loans to be made
pursuant to the respective Incremental Term Loan Commitments (subject to a time
frame to be agreed by the Administrative Agent), in which case said sub-clause
(w) will be deemed satisfied at the time of the incurrence of such Loans, so
long as such technical amendments, modifications and/or supplements to the
respective Security Documents are subsequently delivered within the time frame
stipulated by the Administrative Agent.

          "Incremental Term Loan Commitment Termination Date" shall mean, with
respect to any Tranche of Incremental Term Loans, the last date by which
Incremental Term Loans under such Tranche may be incurred under this Agreement,
which date shall be set forth in the respective Incremental Term Loan Commitment
Agreement but may be no later than the date which is 12 months prior to the then
latest Maturity Date.

          "Incremental Term Loan Lender" shall have the meaning provided in
Section 1.15(b).

          "Incremental Term Loan Maturity Date" shall mean, for any Tranche of
Incremental Term Loans, the final maturity date set forth for such Tranche of
Incremental Term Loans in the respective Incremental Term Loan Commitment
Agreement relating thereto, provided that the final maturity date for all
Incremental Term Loans of a given Tranche shall be the same date.

          "Incremental Term Loan Scheduled Repayment" shall have the meaning
provided in Section 4.02(b)(iii).

          "Incremental Term Note" shall have the meaning provided in Section
1.05(a).

          "Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the maximum amount available to be drawn or paid under all
letters of credit, bankers' acceptances, bank guaranties and similar obligations
issued for the account of such Person and all unpaid drawings and unreimbursed
payments in respect of such letters of credit, bankers' acceptances, bank
guaranties and similar obligations, (iii) all indebtedness of the types
described in clause (i), (ii), (iv), (v), (vi) or (vii) of


                                      -169-



this definition secured by any Lien on any property owned by such Person,
whether or not such indebtedness has been assumed by such Person (provided that,
if the Person has not assumed or otherwise become liable in respect of such
indebtedness, such indebtedness shall be deemed to be in an amount equal to the
fair market value of the property to which such Lien relates as determined in
good faith by such Person), (iv) the aggregate amount of all Capitalized Lease
Obligations of such Person, (v) all obligations of such Person to pay a
specified purchase price for goods or services, whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person, and (vii) all obligations under any Interest Rate
Protection Agreement, any Other Hedging Agreement, Commodity Agreements or under
any similar type of agreement and (viii) obligations arising under Synthetic
Leases. Notwithstanding the foregoing, Indebtedness shall not include trade
payables, accrued expenses and deferred tax and other credits incurred by any
Person in accordance with customary practices and in the ordinary course of
business of such Person.

          "Indemnified Person" shall have the meaning provided in Section 13.01.

          "Individual CL Exposure" of any CL Lender shall mean, at any time,
such CL Lender's applicable CL Percentage of the Aggregate CL Exposure.

          "Initial Borrowing Date" shall have the meaning provided in the
Original Credit Agreement.

          "Intercompany Debt" shall mean any Indebtedness, payables or other
obligations, whether now existing or hereafter incurred, owed by Holdings or any
Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings.

          "Intercompany Distribution Transaction Documents" shall mean all of
the documents and instruments entered into in connection with the Intercompany
Distribution Transactions, in each case as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

          "Intercompany Distribution Transactions" shall have the meaning
provided in Section 5.09(b) of the Original Credit Agreement.

          "Intercompany Note" shall mean a promissory note evidencing
intercompany loans made pursuant to Sections 9.05(vi), (xxi) and (xxii), in each
case duly executed and delivered substantially in the form of Exhibit K, with
blanks completed in conformity herewith (or such other form as may be approved
by the Administrative Agent or the Required Lenders).

          "Intercompany Receivables Documents" shall mean those certain
intercompany purchase agreements, dated as of March 28, 2003, entered into by
the U.S. Borrower and the Bermuda Partnership Partners, providing for the sale
of accounts receivable by the Bermuda Partnership Partners to, and the purchase
of accounts receivable by, the U.S. Borrower, which sale arrangements shall be
on a non-recourse basis and for reasonably equivalent value and otherwise on
terms satisfactory to the Agents, as the same may be amended, modified and/or
supplemented from time to time.


                                      -170-



          "Intercompany Scheduled Existing Indebtedness" shall have the meaning
provided in Section 7.21.

          "Intercompany Subordination Agreement" shall mean the Intercompany
Subordination Agreement, dated as of March 28, 2003, made by Holdings and
various of its Subsidiaries party thereto in favor of the Administrative Agent,
as the same may be amended, restated, modified and/or supplemented from time to
time in accordance with the terms thereof (including, without limitation, as
modified by the Intercompany Subordination Agreement Acknowledgement). A copy of
the Intercompany Subordination Agreement as in effect on the Restatement
Effective Date is attached hereto as Exhibit O-2.

          "Intercompany Subordination Agreement Acknowledgement" shall have the
meaning provided in Section 5.10(c).

          "Intercreditor Agreement" shall have the meaning provided in Section
5.18.

          "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

          "Interest Period" shall mean (i) with respect to any Eurodollar Loan,
the interest period applicable thereto, as determined pursuant to Section 1.09
and (ii) as to any investment of the Credit-Linked Deposits, the period
commencing on the Restatement Effective Date and ending on the date that is one
month thereafter and each successive one month period thereafter, provided that
(x) if any Interest Period for the Credit-Linked Deposits begins on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period, such Interest Period shall end on the last Business Day
of such calendar month, and (y) if any Interest Period for the Credit-Linked
Deposits would otherwise expire on a day which is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day, although if
any Interest Period for the Credit-Linked Deposits would otherwise expire on a
day which is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day.

          "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement, interest rate floor agreement or other similar agreement
or arrangement.

          "Intermediate Holdco" shall have the meaning provided in the first
paragraph of this Agreement.

          "Intermediate Holdco Collateral" shall have the meaning provided in
the U.S. Pledge Agreement.

          "Intermediate Holdco Credit Agreement" shall mean that certain Second
Lien Senior Credit Agreement, dated as of July 22, 2004, among Intermediate
Holdco, Corporate Holdco, the Lenders from time to time party thereto, Deutsche
Bank AG New York branch, as Agent (as defined therein) and Deutsche Bank
Securities Inc., as Arranger (as defined therein),


                                      -171-



as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

          "Intermediate Holdco Credit Documents" shall mean the "Credit
Documents" as defined in the Intermediate Holdco Credit Agreement, as the same
may be amended, modified or supplemented from time to time in accordance with
the terms hereof and thereof.

          "Intermediate Holdco Indebtedness" shall mean the Indebtedness of
Intermediate Holdco and Corporate Holdco (as co-issuers) pursuant to the
Intermediate Holdco Credit Documents.

          "Intermediate Holdco Irrevocable Prepayment Notice" shall have the
meaning provided in Section 5.08(a).

          "Intermediate Holdco Paying Agent" shall have the meaning provided in
Section 5.08(a).

          "Intermediate Holdco Prepayment Consummation" shall have the meaning
provided in Section 8.21.

          "Intermediate Holdco Prepayment Date" shall have the meaning provided
in Section 5.08(a).

          "Intermediate Holdco Prepayment Funds" shall have the meaning provided
in Section 5.08(a).

          "Intermediate Holdco Refinancing" shall have the meaning provided in
Section 5.08.

          "Investment" shall have the meaning provided in the preamble to
Section 9.05.

          "Issuing Lender" shall mean (i) if and to the extent it agrees to act
as such, any Agent (and any of such Agent's affiliates and/or branches), (ii)
any ABL Lender (and any of such ABL Lender's affiliates and/or branches) or any
CL Lender (and any of such CL Lender's affiliates and/or branches) which at the
request of the U.S. Borrower or the Bermuda Borrower and with the consent of the
Administrative Agent agrees, in such ABL Lender's or CL Lender's (or their
respective affiliate's or branch's) sole discretion, to become an Issuer Lender
for the purpose of issuing Letters of Credit pursuant to Section 2A and (iii)
with respect to the Existing Letters of Credit, the Lender or Original Lender
(and any of such Lender's or Original Lender's affiliates and/or branches)
designated as the issuer thereof on Part A of Schedule XI shall be the Issuing
Lender thereof.

          "Italian Collateral Documents" shall have the meaning provided in
Section 12.15(i).

          "Judgment Currency" shall have the meaning provided in Section
13.22(a).


                                      -172-


          "Judgment Currency Conversion Date" shall have the meaning provided in
Section 13.22(a).

          "Landlord-Lender Agreement" shall mean each agreement between a
landlord of each U.S. Leasehold Property and the Collateral Agent entered into
pursuant to the terms of this Agreement.

          "L/C Participant" shall have the meaning provided in Section 2A.04(a).

          "L/C Participation" shall have the meaning provided in Section
2A.04(a).

          "L/C Supportable Indebtedness" shall mean (i) obligations of the U.S.
Borrower or its Wholly-Owned Subsidiaries incurred in the ordinary course of
business with respect to insurance obligations and workers' compensation, surety
bonds and other similar statutory obligations, (ii) obligations of the U.S.
Borrower and its Wholly-Owned Subsidiaries under bank guaranties issued by
financial institutions in support of obligations of the U.S. Borrower and its
Wholly-Owned Subsidiaries otherwise permitted to exist pursuant to the terms of
this Agreement and (iii) such other obligations of the U.S. Borrower or any of
its Wholly-Owned Subsidiaries as are reasonably acceptable to the Administrative
Agent and the respective Issuing Lender and otherwise permitted to exist
pursuant to the terms of this Agreement.

          "Lead Arranger" shall mean DBSI, each in its capacity as Lead Arranger
and Sole Book Runner.

          "Leasehold" of any Person shall mean all of the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

          "Leasehold Property" shall mean each Real Property leased by the U.S.
Borrower or any of its Subsidiaries and for which Landlord-Lender Agreements
shall be required pursuant to this Agreement.

          "Lender" shall mean and include each financial institution with a
Commitment (or Original Tranche B Term Loans to be converted into Tranche C Term
Loans on the Restatement Effective Date) listed on Schedule I (as amended from
time to time), as well as any Person that becomes a "Lender" hereunder pursuant
to Sections 1.13, 1.15, and/or 13.04(b). Unless the context otherwise requires,
each reference in this Agreement to a Lender includes each lending office
(including any Affiliate of the respective Lender) of the respective Lender
designated from time to time pursuant to Section 1.12.

          "Lender Default" shall mean (i) the wrongful refusal (which has not
been retracted) of a Lender to make available its portion of any Borrowing, to
fund its portion of any unreimbursed payment under Sections 2A.04 or 2B.04 or
(ii) a Lender having notified the Administrative Agent and/or any Credit
Agreement Party that it does not intend to comply with its obligations under
Sections 1.01, 2A.03 or 2B.03 in circumstances where such non-compliance would
constitute a breach of such Lender's obligations under the respective Section.

          "Letter of Credit" shall have the meaning provided in Section
2A.01(a).


                                      -173-



          "Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the aggregate Stated Amount of all outstanding Letters of Credit which have
not terminated at such time and (ii) the aggregate amount of all Unpaid Drawings
in respect of all Letters of Credit at such time.

          "Letter of Credit Request" shall have the meaning provided in Section
2A.03(a).

          "LIBOR Rate" shall mean, for any Interest Period with respect to the
investment of the Credit-Linked Deposits, the rate for deposits in Dollars for a
period of one month which appears on Telerate Page 3750 (or any successor page)
as of 11:00 A.M. (London time) on the day that is two Business Days preceding
the beginning of such Interest Period. If such rate does not appear on Telerate
Page 3750 (or any successor page), the rate for that Interest Period will be the
rate determined in good faith by the Administrative Agent on the basis of the
rates at which deposits in Dollars are offered by four major banks in the London
interbank market at approximately 11:00 A.M. (London time), on the day that is
two Business Days preceding the beginning of the new Interest Period to prime
banks in the London interbank market for a period of one month commencing on the
beginning of the new Interest Period and in the then outstanding amount of the
Credit-Linked Deposits. The Administrative Agent will request the principal
London office of each of such four major banks in the London interbank market to
provide a quotation of its rate. If at least two such quotations are provided,
the rate for that new Interest Period will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate for
that Interest Period will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Administrative Agent, at approximately
11:00 A.M. (New York City time), on the beginning of the new Interest Period for
loans in Dollars to leading European banks for a period of one month commencing
on the beginning of the new Interest Period and in the amount of the
Credit-Linked Deposits.

          "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, security interest, encumbrance, lien (statutory or other),
charge, preference, priority or other security agreement of any kind or nature
whatsoever (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under the UCC or any similar recording or notice
statute, and any lease having substantially the same effect as the foregoing).

          "Loan" shall mean each Tranche B Term Loan, each Tranche C Term Loan
and each Incremental Term Loan.

          "Local Law Pledge Agreements" shall mean the Local Law Pledge
Agreements (as defined in the Original Credit Agreement) entered into pursuant
to the Original Credit Agreement and any other pledge agreement entered into by
a Credit Party pursuant to this Agreement (x) covering promissory notes of,
and/or Equity Interests in, one or more Persons organized under the laws of a
different jurisdiction from the jurisdiction of organization of such Credit
Party and (y) governed by the laws of the jurisdiction or jurisdictions in which
the Person or Persons whose promissory notes or Equity Interests are being
pledged is (or are) organized, in each case as the same may be amended,
restated, modified and/or supplemented from time to time in accordance with the
terms thereof. Part B of Schedule XII sets forth a list of all Local Law Pledge
Agreements in effect on the Restatement Effective Date.


                                     -174-



          "Majority Lenders" of any Tranche shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations of the other Tranches under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

          "Management Agreements" shall have the meaning provided in Section
5.13(ii).

          "Margin Regulations" shall mean, collectively, Regulation T,
Regulation U and Regulation X.

          "Margin Stock" shall have the meaning provided in Regulation U.

          "Material Adverse Effect" shall mean (i) a material adverse effect on
the business, properties, assets, nature of assets, operations, liabilities,
condition (financial or otherwise) or prospects of (A) Holdings and its
Subsidiaries taken as a whole or (B) the U.S. Borrower and its Subsidiaries
taken as a whole, or (ii) a material adverse effect (x) on the rights or
remedies of the Lenders or any Agent hereunder or under any other Credit
Document or (y) on the ability of any Credit Party to perform its obligations to
the Lenders or any Agent hereunder or under any other Credit Document; provided
that the occurrence of an Excluded Event shall not constitute a "Material
Adverse Effect" for purposes of this definition.

          "Material Foreign Subsidiary" shall mean, at any time, any Foreign
Subsidiary of Holdings the net book value of the assets of which equals or
exceeds $5,000,000 at such time; provided that for purposes of (and only of)
Section 8.01(i), the term "Material Foreign Subsidiary" shall mean, at any time,
any Foreign Subsidiary of Holdings the net book value of the assets of which
equals or exceeds $10,000,000 at such time.

          "Material Governmental Investigation" shall mean, at any time, any
material governmental investigation in a country in which the aggregate net book
value of the assets owned by Holdings and its Subsidiaries in such country
(determined as of the last day of the Fiscal Quarter then last ended) exceeds
$25,000,000.

          "Maturity Date" shall mean (i) with respect to Tranche B Term Loans,
the Tranche B/C Term Loan Maturity Date, (ii) with respect to Tranche C Term
Loans, the Tranche B/C Term Loan Maturity Date, (iii) with respect to
Incremental Term Loans of a given Tranche, the respective Incremental Term Loan
Maturity Date therefor, and (iv) with respect to the CL Tranche, the CL Maturity
Date.

          "Maximum Incremental Term Loan Commitment Amount" shall mean
$250,000,000.

          "Maximum Permitted Consideration" shall mean, with respect to any
Permitted Acquisition, the sum (without duplication) of (i) the fair market
value of the Holdings Common Stock (based on the average closing trading price
of the Holdings Common Stock for the 20 trading days immediately prior to the
date of such Permitted Acquisition on the stock exchange on which Holdings
Common Stock is listed or, if Holdings Common Stock is not so listed, the good
faith determination of the senior management of Holdings) issued (or to be
issued) as consideration in connection with such Permitted Acquisition
(including, without limitation,


                                     -175-



Holdings Common Stock which may be required to be issued as earnout
consideration upon the achievement of certain future performance goals of the
respective Acquired Entity or Business), (ii) the aggregate amount of all cash
paid (or to be paid) by Holdings or any of its Subsidiaries in connection with
such Permitted Acquisition (including, without limitation, payments of fees and
costs and expenses in connection therewith) and all contingent cash purchase
price or other earnout obligations of Holdings and its Subsidiaries incurred in
connection therewith (as determined in good faith by Holdings), (iii) the
aggregate principal amount of all Indebtedness assumed, incurred and/or issued
in connection with such Permitted Acquisition to the extent permitted by Section
9.04 and (iv) the fair market value (determined in good faith by senior
management of Holdings) of all other consideration payable in connection with
such Permitted Acquisition.

          "Minimum Applicable Facing Fee" shall mean $500.

          "Minimum Applicable Fronting Fee" shall mean $500.

          "Minimum Borrowing Amount" shall mean, for any Loans, $5,000,000.

          "Moody's" shall mean Moody's Investors Service, Inc.

          "Mortgage" shall mean each mortgage, deed of trust or deed to secure
debt required to be delivered with respect to any Real Property pursuant to the
terms of this Agreement (including, after the execution and delivery thereof,
each Additional Mortgage covering a Mortgaged Property), together with any
assignment of leases and rents to be executed in connection therewith, in each
case as the same may be amended, modified and/or supplemented from time to time
in accordance with the terms hereof and thereof.

          "Mortgage Policy" shall mean each mortgage title insurance policy (and
all endorsements thereto) for each Mortgaged Property required to be delivered
pursuant to this Agreement.

          "Mortgaged Property" shall mean each Real Property owned by Holdings
or any of its Subsidiaries and required to be mortgaged pursuant to this
Agreement (including, after the execution and delivery of any Additional
Mortgage covering Real Property, the respective Additional Mortgaged Property).

          "Multiemployer Plan" shall mean (i) any plan, as defined in Section
4001(a)(3) of ERISA, which is maintained or contributed to (or to which there is
an obligation to contribute to) by Holdings or a Subsidiary of Holdings or an
ERISA Affiliate and that is subject to Title IV of ERISA, and (ii) each such
plan for the five year period immediately following the latest date on which
Holdings, a Subsidiary of Holdings or an ERISA Affiliate maintained, contributed
to or had an obligation to contribute to such plan.

          "Murdock" shall mean (i) David H. Murdock, individually, and as
trustee for the David H. Murdock Living Trust and (ii) the David H. Murdock
Living Trust, dated as of May 28, 1986, as amended.


                                     -176-



          "Net Cash Proceeds" shall mean for any event requiring a reduction of
the Total Incremental Term Loan Commitment and/or Total Credit-Linked Commitment
and/or repayment of Term Loans pursuant to Section 3.03 or 4.02, as the case may
be, the gross cash proceeds (including any cash received by way of deferred
payment pursuant to a promissory note, receivable or otherwise, but only as and
when received) received from such event, net of reasonable transaction costs
(including, as applicable, any underwriting, brokerage or other customary
commissions and reasonable legal, advisory and other fees and expenses
associated therewith) received from any such event.

          "Net Sale Proceeds" shall mean for any sale or other disposition of
assets, the gross cash proceeds (including any cash received by way of deferred
payment pursuant to a promissory note, receivable or otherwise, but only as and
when received) received from such sale or other disposition of assets, net of
(i) reasonable transaction costs (including, without limitation, any
underwriting, brokerage or other customary selling commissions, reasonable
legal, advisory and other fees and expenses (including title and recording
expenses), associated therewith and sales, VAT and transfer taxes arising
therefrom), (ii) payments of unassumed liabilities relating to the assets sold
or otherwise disposed of at the time of, or within 30 days after, the date of
such sale or other disposition, (iii) the amount of such gross cash proceeds
required to be used to permanently repay any Indebtedness (other than
Indebtedness of the Lenders pursuant to this Agreement and the Indebtedness of
the ABL Lenders under the ABL Credit Documents) which is secured by the
respective assets which were sold or otherwise disposed of, and (iv) the
estimated net marginal increase in income taxes which will be payable by
Holdings' consolidated group or any Subsidiary of Holdings with respect to the
Fiscal Year in which the sale or other disposition occurs as a result of such
sale or other disposition; provided, however, that such gross proceeds shall not
include any portion of such gross cash proceeds which Holdings determines in
good faith should be reserved for post-closing adjustments (to the extent
Holdings delivers to the Lenders a certificate signed by its chief financial
officer or treasurer, controller or chief accounting officer as to such
determination), it being understood and agreed that on the day that all such
post-closing adjustments have been determined (which shall not be later than six
months following the date of the respective asset sale), the amount (if any) by
which the reserved amount in respect of such sale or disposition exceeds the
actual post-closing adjustments payable by Holdings or any of its Subsidiaries
shall constitute Net Sale Proceeds on such date received by Holdings and/or any
of its Subsidiaries from such sale or other disposition.

          "New Credit Party" shall mean and include any Credit Party which was
not a Credit Party under, and as defined in, the Original Credit Agreement on
the Original Effective Date.

          "New Foreign Subsidiary Guarantor" shall mean and include any Foreign
Subsidiary Guarantor which was not a Foreign Subsidiary Guarantor under, and as
defined in, the Original Credit Agreement on the Original Effective Date.

          "New U.S. Credit Party" shall mean and include each New Credit Party
that is a U.S. Credit Party.


                                     -177-



          "Non-Consenting Tranche C Term Loan Lender" shall mean each Lender
under, and as defined in, the Original Credit Agreement with outstanding
Original Tranche B Term Loans on the Restatement Effective Date (immediately
prior to giving effect thereto) that is not a Consenting Tranche C Term Loan
Lender.

          "Non-Defaulting Lender" shall mean each Lender other than a Defaulting
Lender.

          "Non-Dollar Currencies" shall mean and include each Alternative
Currency.

          "Non-Dollar Denominated Bank Guaranty" shall mean all Bank Guaranties
other than Dollar Denominated Bank Guaranties.

          "Non-Dollar Denominated Bank Guaranty Outstandings" shall mean all
Bank Guaranty Outstandings other than Dollar Denominated Bank Guaranty
Outstandings.

          "Non-Dollar Denominated B/G Cushion Amount" shall mean, at any time
with respect to any Non-Dollar Denominated Bank Guaranty, an amount equal to 5%
of the Face Amount of such Non-Dollar Denominated Bank Guaranty, with such Face
Amount determined for this purpose in accordance with the definition thereof
contained herein without giving effect to clause (y) of the proviso thereto.

          "Non-Dollar Denominated Letters of Credit" shall mean all Letters of
Credit other than Dollar Denominated Letters of Credit.

          "Non-Dollar Denominated Letter of Credit Outstandings" shall mean all
Letter of Credit Outstandings other than Dollar Denominated Letter of Credit
Outstandings.

          "Non-Dollar Denominated L/C Cushion Amount" shall mean, at any time
with respect to any Non-Dollar Denominated Letter of Credit, an amount equal to
5% of the Stated Amount of such Non-Dollar Denominated Letter of Credit, with
such Stated Amount determined for this purpose in accordance with the definition
thereof contained herein without giving effect to clause (y) of the proviso
thereto.

          "Non-Guarantor Subsidiaries" shall mean (i) on the Restatement
Effective Date, each Subsidiary of Holdings listed on Part A of Schedule XIII
and (ii) after the Restatement Effective Date, any Subsidiary of the U.S.
Borrower that is not at such time a Subsidiary Guarantor.

          "Non-Qualified Jurisdiction" at any time shall mean each jurisdiction
that is not at such time a Qualified Jurisdiction.

          "Non-U.S. Dole Group" shall mean the Consolidated Subsidiaries of the
U.S. Borrower which are not members of the U.S. Dole Group.

          "Non-Wholly Owned Subsidiary" shall mean, as to any Person, each
Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.


                                     -178-



          "Note" shall mean each Tranche B Term Note, each Tranche C Term Note
and each Incremental Term Note.

          "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

          "Notice of Conversion/Continuation" shall have the meaning provided in
Section 1.06.

          "Notice Office" shall mean the office of the Administrative Agent
located at 60 Wall Street, New York, New York 10005 or such other office as the
Administrative Agent may designate to Holdings and the Lenders from time to
time.

          "Obligation Currency" shall have the meaning provided in Section
13.22(a).

          "Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
any Agent, the Collateral Agent, any Issuing-Lender, any Bank Guaranty Issuer or
any Lender pursuant to the terms of this Agreement or any other Credit Document.

          "Original Agent" shall mean each "Agent" under, and as defined in, the
Original Credit Agreement.

          "Original Credit Agreement" shall have the meaning provided in the
first WHEREAS clause of this Agreement.

          "Original Effective Date" shall mean the Restatement Effective Date
under, and as defined in, the Original Credit Agreement.

          "Original Lenders" shall mean the Lenders under, and as defined in,
the Original Credit Agreement with outstanding Original Loans on the Restatement
Effective Date (immediately prior to giving effect thereto).

          "Original Loan" shall mean each "Loan" under, and as defined in, the
Original Credit Agreement.

          "Original Required Lenders" shall mean the "Required Lenders" under,
and as defined in, the Original Credit Agreement.

          "Original Revolving Loan" shall mean a "Revolving Loan" under, and as
defined in, the Original Credit Agreement.

          "Original U.S. Security Agreement" shall mean the "U.S. Security
Agreement" under, and as defined in, the Original Credit Agreement.

          "Original Swingline Loan" shall mean a "Swingline Loan" under, and as
defined in, the Original Credit Agreement.


                                     -179-



          "Original Tranche B Term Loan" shall mean a "Tranche B Term Loan"
under, and as defined in, the Original Credit Agreement.

          "Other Hedging Agreements" shall mean any foreign exchange contracts,
currency swap agreements or other similar agreements or arrangements designed to
protect against fluctuations in currency values.

          "Parent Business Condition" shall mean, for any quarterly accounting
period or Fiscal Year, (A) Holdings having at all times during such period (i)
owned no significant assets (other than (w) the proceeds of the Wellbeing
Project Financing, (x) the Equity Interests of Intermediate Holdco (y)
Intercompany Notes evidencing intercompany loans permitted to be made by it
pursuant to Section 9.05 and (z) the Equity Interests of the Unrestricted
Wellbeing Joint Ventures, Westlake Wellbeing Company LLC and The California
Wellbeing Institute, LLC), (ii) had no liabilities or Indebtedness (other than
those liabilities and Indebtedness permitted by Section 9.01(b)) and (iii)
otherwise complied with the requirements of Section 9.01(b), (B) Intermediate
Holdco having at all times during such period (i) owned no significant assets
(other than the capital stock of the U.S. Borrower and Corporate Holdco and
Intercompany Notes evidencing intercompany loans permitted to be made by it
pursuant to Section 9.05) and had no liabilities or Indebtedness (other than
those liabilities and Indebtedness permitted by Section 9.01(j)) and (ii)
otherwise complied with the requirements of Section 9.01(j) and (C) Corporate
Holdco having at all times during such period (i) owned no significant assets
and had no liabilities or Indebtedness (other than those liabilities and
Indebtedness permitted by Section 9.01(k)) and (ii) otherwise complied with the
requirements of Section 9.01(k).

          "Participating Member State" shall mean, at any time, any member state
of the European Union which has adopted the Euro as its lawful currency at such
time.

          "Payment Office" shall mean the office of the Administrative Agent
located at 60 Wall Street, New York, New York 10005 or such other office as the
Administrative Agent may hereafter designate in writing to Holdings and the
Lenders from time.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

          "Permitted Acquired Debt" shall have the meaning set forth in Section
9.04(b)(vi).

          "Permitted Acquisition" shall mean the acquisition by the U.S.
Borrower or any of its Wholly-Owned Subsidiaries of assets constituting a
business, division or product line of any Person, not already a Subsidiary of
the U.S. Borrower or any of its Wholly-Owned Subsidiaries, or of 100% of the
capital stock or other Equity Interests of any such Person, which Person shall,
as a result of such acquisition, become a Wholly-Owned Subsidiary of the U.S.
Borrower or such Wholly-Owned Subsidiary, provided that (A) the consideration
paid by the U.S. Borrower or such Wholly-Owned Subsidiary consists solely of
cash (including proceeds of ABL Loans), the issuance of Holdings Common Stock,
the issuance of Qualified Preferred Stock, the incurrence of Indebtedness
otherwise permitted pursuant to Section 9.04 and the


                                     -180-



assumption/acquisition of any Permitted Acquired Debt relating to such business,
division, product line or Person which is permitted to remain outstanding in
accordance with the requirements of Section 9.04, (B) in the case of the
acquisition of 100% of the capital stock or other Equity Interests of any
Acquired Entity or Business, such Acquired Entity or Business shall own no
capital stock or other Equity Interests of any other Person unless either (x)
the Acquired Entity or Business owns 100% of the capital stock or other Equity
Interests of such other Person or (y) if the Acquired Entity or Business owns
capital stock or Equity Interests in any other Person which is a Non-Wholly
Owned Subsidiary of the Acquired Entity or Business, (1) the Acquired Entity or
Business shall not have been created or established in contemplation of, or for
purposes of, the respective Permitted Acquisition, (2) such Non-Wholly Owned
Subsidiary of the Acquired Entity or Business shall have been a Non-Wholly Owned
Subsidiary of the Acquired Entity or Business prior to the date of the
respective Permitted Acquisition and not created or established in contemplation
thereof and (3) the Acquired Entity or Business and/or its Wholly-Owned
Subsidiaries own at least 80% of the total value of all the assets owned by such
Acquired Entity or Business and its subsidiaries (for purposes of such
determination, excluding the value of the Equity Interests of Non-Wholly Owned
Subsidiaries held by such Acquired Entity or Business and its Wholly-Owned
Subsidiaries), (C) the Acquired Entity or Business shall be a Permitted Business
and (D) all applicable requirements of Sections 8.11, 8.15 and 9.02 applicable
to Permitted Acquisitions are satisfied. Notwithstanding anything to the
contrary contained in the immediately preceding sentence, an acquisition which
does not otherwise meet the requirements set forth above in the definition of
"Permitted Acquisition" shall constitute a Permitted Acquisition if, and to the
extent, the Required Lenders agree in writing that such acquisition shall
constitute a Permitted Acquisition for purposes of this Agreement.

          "Permitted Business" shall mean any business which (i) is the same,
similar, ancillary or reasonably related to the business in which Holdings or
any of its Subsidiaries is engaged on the Original Effective Date or (ii) is
conducted by an Acquired Entity or Business acquired pursuant to a Permitted
Acquisition and which does not qualify as a "Permitted Business" pursuant to
preceding clause (i), so long as (x) such business represents an immaterial
portion of the businesses acquired pursuant to such Permitted Acquisition and
(y) such business is sold or otherwise disposed of as soon as reasonably
practicable following the consummation of such Permitted Acquisition (but, in
any event, within one year following such Permitted Acquisition).

          "Permitted Encumbrances" shall mean, with respect to any Mortgaged
Property, such exceptions to title as are set forth in the Mortgage Policy
delivered with respect thereto, all of which exceptions must be acceptable to
the Administrative Agent in its reasonable discretion.

          "Permitted Holders" shall mean David H. Murdock, a Qualified Trust and
any majority-owned and controlled Affiliate of David H. Murdock or a Qualified
Trust.

          "Permitted Indebtedness" shall have the meaning provided in Section
9.04(b).

          "Permitted Installment Note" shall mean a promissory note issued as
consideration to the U.S. Borrower or any of its Subsidiaries in connection with
a Contemplated Asset Sale, which note (i) shall be secured by the assets subject
to the respective Contemplated Asset Sale and (ii) in the case of a Contemplated
Asset Sale made by a Credit Party, shall be


                                     -181-



pledged to the Collateral Agent pursuant to the relevant Security Documents;
provided that no such note may be issued in connection with a Contemplated Asset
Sale if the aggregate principal amount of such note, when added to the aggregate
outstanding principal amount of all other Permitted Installment Notes
theretofore issued (without regard to any write-downs or write-offs thereof),
would exceed $35,000,000.

          "Permitted Liens" shall have the meaning provided in Section 9.03.

          "Permitted Refinancing Indebtedness" shall mean any Indebtedness of
the U.S. Borrower and its Subsidiaries issued or given in exchange for, or the
proceeds of which are used to, extend, refinance, renew, replace or refund any
Scheduled Existing Indebtedness, Permitted Acquired Debt or any Indebtedness
issued to so extend, refinance, renew, replace, substitute or refund any such
Indebtedness, so long as (a) such Indebtedness has a weighted average life to
maturity greater than or equal to the weighted average life to maturity of the
Indebtedness being extended, refinanced, renewed, replaced or refunded, (b) such
extension, refinancing, renewal, replacement or refunding does not (i) increase
the amount of such Indebtedness outstanding immediately prior to such extension,
refinancing, renewal, replacement or refunding (except to the extent of
reasonable fees, premiums, commissions and expenses actually paid in connection
with such extension, refinancing, renewal, replacement or refunding) or (ii) add
guarantors, obligors or security from that which applied to such Indebtedness
being extended, refinanced, renewed, replacement or refunding, (c) such
Indebtedness has the same (or, from the perspective of the Lenders, more
favorable) subordination provisions, if any, as applied to the Indebtedness
being extended, renewed, refinanced, replaced or refunded, and (d) all other
terms of such extension, refinancing, renewal, replacement or refunding
(including, without limitation, with respect to the amortization schedules,
redemption provisions, maturities, covenants, defaults and remedies, but
excluding interest rates so long as on market terms at the time of issuance
thereof) are not less favorable in any material respect to the respective
borrower than those previously existing with respect to the Indebtedness being
extended, refinanced, renewed, replaced or refunded, provided, however, that any
Intercompany Scheduled Existing Indebtedness (and subsequent extensions,
refinancings, renewals, replacements and refundings thereof as provided above in
this definition) may only be extended, refinanced, renewed, replaced or refunded
as provided above in this definition if the Indebtedness so extended,
refinanced, renewed, replaced or refunded has the same obligors(s) and
obligee(s) as the Indebtedness being extended, refinanced, renewed, replaced or
refunded.

          "Permitted Refinancing Senior Notes" shall mean any Indebtedness of
the U.S. Borrower evidenced by senior notes issued or given in exchange for, or
the proceeds of which are used to, refinance, renew, replace or refund any
Existing Senior Notes, any Permitted Senior Notes or any Indebtedness issued to
so refinance, renew, replace or refund any such Indebtedness, so long as (a)
such Indebtedness has a final maturity no earlier than the date occurring 180
days following the then latest Maturity Date and no required amortizations prior
to such date, (b) such Indebtedness does not (i) increase the amount of such
Indebtedness outstanding immediately prior to such refinancing or renewal
(except to the extent of reasonable fees, premiums, commissions and expenses
actually paid in connection with such refinancing, renewal, replacement or
refunding) or (ii) add guarantors, obligors or security from that which applies
to the Indebtedness being refinanced, renewed, replaced or refunded, (c) the
guaranties of such senior notes shall be subject to the same (or, from the
perspective of the Lenders, more


                                     -182-



favorable) subordination provisions as applied to the guaranties of the Existing
2011 Senior Notes, (d) if the U.S. Borrower elects to provide for the
subordination of the obligations of the U.S. Borrower under such senior notes to
the prior payment in full of "senior debt" (or, the Indebtedness being
refinanced, renewed, replaced or refunded includes subordination provisions
applicable to the U.S. Borrower), such senior notes shall be subject to the same
subordination provisions as are applicable to the guaranties of such senior
notes (subject only to appropriate conforming changes), (e) all other terms of
such Indebtedness (including, without limitation, with respect to the
amortization, redemption provisions, maturities, covenants, defaults and
remedies), are not, taken as a whole, less favorable in any material respect to
the U.S. Borrower and its Subsidiaries than those previously existing with
respect to the Indebtedness being refinanced, renewed, replaced or refunded, and
(f) the documentation governing such Indebtedness is in form and substance
reasonably satisfactory to the Administrative Agent, as such Indebtedness is in
effect on the date of incurrence thereof and as the same may be amended,
modified and/or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Permitted Refinancing Senior Notes Documents" shall mean any
indenture entered into in connection with any issuance of Permitted Refinancing
Senior Notes and each other agreement, document or instrument relating to any
issuance of Permitted Refinancing Senior Notes, as the same may be amended,
modified and/or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Permitted Senior Notes" shall mean any Indebtedness of the U.S.
Borrower evidenced by senior notes 100% of the Net Cash Proceeds of which are
promptly applied to finance a Permitted Acquisition effected in accordance with
the requirements of Section 8.15 and the fees and expenses incurred in
connection therewith, so long as (a) such Indebtedness has a final maturity no
earlier than the date occurring 180 days following the then latest Maturity Date
and no required amortizations prior to such date, (b) such Indebtedness does not
add guarantors, obligors or security from that which applies to the Existing
2011 Senior Notes, (c) the guaranties of such senior notes shall be subject to
the same (or, from the perspective of the Lenders, more favorable) subordination
provisions as applied to the guaranties of the Existing 2011 Senior Notes, (d)
if the U.S. Borrower elects to provide for the subordination of the obligations
of the U.S. Borrower under such senior notes to the prior payment in full of
"senior debt," such senior notes shall be subject to the same subordination
provisions as are applicable to the guaranties of such senior notes (subject
only to appropriate conforming changes), (e) all other terms of such
Indebtedness (including, without limitation, with respect to amortization,
redemption provisions, maturities, covenants, defaults and remedies, but
excluding interest rates so long as on market terms at the time of the issuance
thereof), are not, taken as a whole, less favorable in any material respect to
the U.S. Borrower and its Subsidiaries than those previously existing with
respect to the Existing 2011 Senior Notes, (f) on the date of issuance of any
such Indebtedness, the U.S. Borrower and its Subsidiaries shall have complied
with the requirements of Section 8.15 with respect to the Permitted Acquisition
to be financed with the proceeds of such Indebtedness (including the delivery of
the officers' certificate required by Section 8.15(a)(x) and the calculations
required by Section 8.15(a)(iii) (after giving pro forma effect to the issuance
of such Indebtedness) and (g) the documentation governing such Indebtedness is
in form and substance reasonably satisfactory to the Administrative Agent, as
such Indebtedness may be amended,


                                     -183-



modified and/or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Permitted Senior Notes Documents" shall mean any Permitted Senior
Note, any Permitted Senior Notes Indenture and all other documents executed and
delivered with respect to an issuance of Permitted Senior Notes or a Permitted
Senior Notes Indenture, as the same may be amended, modified and/or supplemented
from time to time in accordance with the terms hereof and thereof.

          "Permitted Senior Notes Indenture" shall mean any indenture entered
into in connection with any issuance of Permitted Senior Notes, as the same may
be amended, modified and/or supplemented from time to time in accordance with
the terms hereof and thereof.

          "Person" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
or any government or political subdivision or any agency, department or
instrumentality thereof.

          "Plan" shall mean any pension plan as defined in Section 3(2) of ERISA
(other than a Multiemployer Plan), which is maintained or contributed to by (or
to which there is an obligation to contribute of) Holdings or a Subsidiary of
Holdings or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which Holdings, or a Subsidiary of
Holdings or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such plan.

          "Pledge Agreement Collateral" shall mean all U.S. Pledge Agreement
Collateral and all other Equity Interests or other property similar to that
pledged pursuant to the U.S. Pledge Agreement which is pledged pursuant to one
or more Foreign Pledge Agreements, Foreign Security Agreements or Additional
Security Documents.

          "Pledge Agreements" shall mean the U.S. Pledge Agreement and each
Foreign Pledge Agreement.

          "Preferred Equity," as applied to the Equity Interests of any Person,
means Equity Interests of such Person (other than common stock of such Person)
of any class or classes (however designed) that ranks prior, as to the payment
of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to Equity
Interests of any other class of such Person.

          "Prime Lending Rate" shall mean the rate which DBAG (or another bank
of recognized standing reasonably selected by the Administrative Agent)
announces from time to time as its prime lending rate, the Prime Lending Rate to
change when and as such prime lending rate changes. The Prime Lending Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. DBAG may make commercial loans or other loans
at rates of interest at, above or below the Prime Lending Rate.

          "Principal Property" shall mean "Principal Property", as defined in
the Existing 2011 Senior Notes Indenture (as in effect (and as each component
definition used therein is in effect) on the Original Effective Date, without
giving effect to any termination thereof).


                                     -184-



          "Pro Forma Basis" shall mean, in connection with any calculation of
the Total Leverage Ratio or Senior Secured Leverage Ratio, the calculation of
Consolidated EBITDA as used therein after giving effect on a pro forma basis to
any Permitted Acquisition or Significant Asset Sale then being consummated as
well as any other Permitted Acquisition or Significant Asset Sale consummated
after the first day of the relevant Test Period or Calculation Period, as the
case may be, and on or prior to the date of the required determination of the
Total Leverage Ratio and/or Senior Secured Leverage Ratio, as the case may be,
as if same had occurred on the first day of the respective Test Period or
Calculation Period, as the case may be, taking into account, in the case of any
Permitted Acquisition, factually supportable and identifiable cost savings and
expenses which would otherwise be accounted for as an adjustment pursuant to
Article 11 of Regulation S-X under the Securities Act, as if such cost savings
or expenses were realized on the first day of the respective period.

          "Pro Forma Financial Statements" shall have the meaning provided in
Section 5.15(a).

          "Projections" shall have the meaning provided in Section 5.15(b).

          "Property" of a Person means any and all property, whether real,
personal, tangible, intangible or mixed, of such Person, or other assets owned,
leased, or operated by such Person.

          "Qualified Jurisdictions" shall mean and include the United States,
Bermuda and each other jurisdiction identified on Schedule XVII hereto, in each
case including any states, provinces or other similar local units therein.
Furthermore, from time to time after the Restatement Effective Date, Holdings
may request (by written notice to, and following consultation with, the
Administrative Agent) that one or more additional jurisdictions be added to the
list of Qualified Jurisdictions. In such event, such jurisdictions shall be
added to (and thereafter form part of) the list of Qualified Jurisdictions so
long as, in each case, the respective jurisdiction to be added is a jurisdiction
in which the U.S. Borrower and/or any of its Subsidiaries conducts business on
the Restatement Effective Date or is otherwise reasonably satisfactory to the
Administrative Agent and so long as Holdings has furnished opinions of counsel,
in each case from counsel, and in form and substance, reasonably satisfactory to
the Administrative Agent, concluding that Subsidiaries of the U.S. Borrower
organized under the laws of such jurisdiction may execute and deliver a Foreign
Subsidiaries Guaranty (unlimited in amount and otherwise containing provisions
reasonably consistent with the provisions of the Foreign Subsidiaries Guaranty
executed and delivered on the Initial Borrowing Date and applicable to a
Qualified Non-U.S. Obligor on such date), the Intercompany Subordination
Agreement and such Security Documents as may be satisfactory to the Collateral
Agent (generally consistent with the Security Documents executed and delivered
by Qualified Non-U.S. Obligors (determined without regard to the proviso to the
definition thereof contained herein) on the Restatement Effective Date) and
that, in accordance with the laws of the respective jurisdiction, such Credit
Documents shall constitute the legal, valid and binding obligations, enforceable
in accordance with their terms, and (in the case of the Security Documents)
create valid and perfected security interests under applicable law (in each case
subject to such customary exceptions (not inconsistent with the requirements set
forth above) as are satisfactory to the Administrative Agent). The parties
hereto further agree that, in the


                                     -185-



discretion of the Administrative Agent, as a condition to the addition of any
jurisdiction to the list of Qualified Jurisdictions, the Administrative Agent
may (but shall not be required to) request the consent of the Required Lenders
to such addition and, in such event, the Administrative Agent shall be entitled
to wait for such consent before adding the respective jurisdiction to the list
of Qualified Jurisdictions.

          "Qualified Non-U.S. Jurisdictions" shall mean and include each
Qualified Jurisdiction other than the United States (and the States thereof).

          "Qualified Non-U.S. Obligors" shall mean each Foreign Credit Party
which (x) is a Wholly-Owned Subsidiary of Holdings organized under the laws of a
Qualified Non-U.S. Jurisdiction, (y) has provided a full and unconditional
guaranty (unlimited in amount) of all Guaranteed Obligations (as defined in the
Foreign Subsidiaries Guaranty) pursuant to a Foreign Subsidiaries Guaranty and
(z) has executed the relevant Security Documents in accordance with the
requirements of Sections 5, 8.11 and/or 9.14 of the Original Credit Agreement or
Sections 5, 8.11 and/or 9.11 hereof securing all such Guaranteed Obligations,
provided that (i) any Fee Capped Foreign Subsidiary Guarantor shall be deemed to
be a Qualified Non-U.S. Obligor for purposes of Sections 9.02(viii), (ix) and
(xi) and Sections 9.05(vi) and (viii) only (and only said Sections), so long as
such Fee Capped Foreign Subsidiary Guarantor shall at all times be in compliance
with the requirements of Section 8.11(i), (ii) any Fee Capped Foreign Subsidiary
Guarantor shall be deemed to be a Qualified Non-U.S. Obligor for purposes of
Section 8.18(c), so long as (I) governmental approvals are required to be
obtained to transfer the Equity Interests of such Fee Capped Foreign Subsidiary
Guarantor to a Qualified Non-U.S. Obligor (determined without regard clauses
(i), (ii), (iii) and (iv) of this proviso) and the U.S. Borrower or such
Subsidiary Guarantor is using reasonable efforts to obtain such approvals or
(II) the transfer of the Equity Interests of such Fee Capped Foreign Subsidiary
Guarantor to a Qualified Non-U.S. Obligor (determined without regard clauses
(i), (ii), (iii) and (iv) of this proviso) would give rise to material and
adverse tax consequences to the U.S. Borrower or such Subsidiary, (iii) Dole
Korea, Ltd. shall be deemed to be a Qualified Non-U.S. Obligor for purposes of
Sections 8.18(c) and 9.01(c) (and only said Sections), (iv) notwithstanding the
provision of a limited guaranty by the Excluded Bermuda Insurance Companies,
each of the Excluded Bermuda Insurance Companies shall be deemed to be a
"Qualified Non-U.S. Obligor" for all purposes of this Agreement (other than
Sections 8.18(c) and 9.01(c) for which it is understood such Persons shall not
constitute "Qualified Non-U.S. Obligors") and (v) any Qualified Non-U.S. Obligor
(including any deemed as such pursuant to preceding clauses (i), (ii), (iii) and
(iv)) shall cease to constitute same at such time, if any, as such Person ceases
to be a Wholly-Owned Subsidiary of Holdings.

          "Qualified Obligors" shall mean each Qualified U.S. Obligor and each
Qualified Non-U.S. Obligor.

          "Qualified Preferred Stock" shall mean any Preferred Equity of
Holdings, the express terms of which shall provide that dividends thereon shall
not be required to be paid at any time (and to the extent) that such payment
would be prohibited by the terms of this Agreement or any other agreement of
Holdings or any of its Subsidiaries relating to outstanding indebtedness and
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any event
(including any change of


                                     -186-



control event), cannot mature (excluding any maturity as the result of an
optional redemption by the issuer thereof) and is not mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, and is not redeemable, or
required to be repurchased, at the sole option of the holder thereof (including,
without limitation, upon the occurrence of an change of control event), in whole
or in part, on or prior to 3 months following the maturity date of the Existing
2013 Senior Notes.

          "Qualified Trust" shall mean the David H. Murdock Living Trust, dated
May 28, 1986, as amended, or another trust established by Mr. Murdock to hold
and control the capital stock of Holdings and the remainder of his estate in the
event of his death, so long as any such trust described above (i) is at all
times controlled by David H. Murdock or by a majority of experienced business
persons and is not controlled by members of Mr. Murdock's family and (ii) holds
all or substantially all of the assets of Mr. Murdock.

          "Qualified U.S. Obligors" shall mean and include Holdings and each
other U.S. Credit Party which is a Wholly-Owned Subsidiary of Holdings, provided
that any Qualified U.S. Obligor that is (or was) a Subsidiary of Holdings shall
cease to constitute a Qualified U.S. Obligor at such time, if any, as such
Subsidiary ceases to be a Wholly-Owned Subsidiary of Holdings.

          "Quarterly Payment Date" shall mean the last Business Day of each
March, June, September and December.

          "Rabobank" shall mean the Rabobank International in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "Real Property" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

          "Recovery Event" shall mean the receipt by Holdings or any of its
Subsidiaries of any insurance or condemnation proceeds payable (i) by reason of
theft, physical destruction or damage or any other similar event with respect to
any properties or assets of Holdings or any of its Subsidiaries, (ii) by reason
of any condemnation, taking, seizing or similar event with respect to any
properties or assets of Holdings or any of its Subsidiaries and (iii) under any
policy of insurance required to be maintained under Section 8.03.

          "Refinancing" shall mean the Intermediate Holdco Refinancing and the
other refinancing transactions contemplated by Section 5.08.

          "Refinancing Documents" shall mean shall mean the documents,
instruments and agreements entered into connection with the Refinancing.

          "Register" shall have the meaning provided in Section 13.17.

          "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.


                                     -187-



          "Regulation T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from to time in effect and any successor to all or
any portion thereof.

          "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "Regulation X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or any portion thereof.

          "Release" means disposing, discharging, injecting, spilling, pumping,
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing,
pouring and the like, into or upon any land or water or air, or otherwise
entering into the environment.

          "Relevant Guaranteed Obligations" shall mean (i) in the case of each
Holdings and Intermediate Holdco, (x) the principal and interest on each Note
issued to each Lender, and all Loans made, under this Agreement, all
reimbursement obligations and Unpaid Drawings with respect to Letters of Credit
and all reimbursement obligations and Unreimbursed Payments with respect to Bank
Guaranties, together with all the other obligations (including obligations
which, but for the automatic stay under Section 362(a) of the Bankruptcy Code,
would become due) and liabilities (including, without limitation, indemnities,
fees and interest thereon) of the Borrowers (or either of them) to each Lender,
each Agent, each Issuing Lender, each Bank Guaranty Issuer and the Collateral
Agent now existing or hereafter incurred under, arising out of or in connection
with this Agreement and each other Credit Document and the due performance and
compliance by each Borrower with all the terms, conditions and agreements
contained in this Agreement and each other Credit Document to which it is a
party and (y) all obligations (including obligations which, but for the
automatic stay under Section 362(a) of the Bankruptcy Code, would become due)
and liabilities of the U.S. Borrower or any of its Subsidiaries owing under any
Interest Rate Protection Agreement or Other Hedging Agreement entered into by
the U.S. Borrower or any of its Subsidiaries with any Secured Hedge Counterparty
so long as such Secured Hedge Counterparty participates in such Interest Rate
Protection Agreement or Other Hedging Agreement, and their subsequent assigns,
if any, whether now in existence or hereafter arising, and the due performance
and compliance with all terms, conditions and agreements contained therein, (ii)
in the case of the U.S. Borrower, (x) the principal and interest on each Tranche
C Term Note and each Incremental Term Note (in each case) issued by the Bermuda
Borrower to each Lender, and each Tranche C Term Loan and each Bermuda Borrower
Incremental Term Loan made, under this Agreement, all reimbursement obligations
and Unpaid Drawings with respect to each Letter of Credit issued for the account
of the Bermuda Borrower and all reimbursement obligations and Unreimbursed
Payments with respect to each Bermuda Borrower Bank Guaranty, together with all
the other obligations (including obligations which, but for the automatic stay
under Section 362(a) of the Bankruptcy Code, would become due) and liabilities
(including, without limitation, indemnities, fees and interest thereon) of the
Bermuda Borrower to each Lender, each Agent, each Issuing Lender, each Bank
Guaranty Issuer and the Collateral Agent now existing or hereafter incurred
under, arising out of or in connection with this Agreement or any other Credit
Document and the due performance and compliance by the Bermuda Borrower with all
the terms, conditions and agreements contained in the Credit


                                     -188-



Documents to which it is a party and (y) all obligations (including obligations
which, but for the automatic stay under Section 362(a) of the Bankruptcy Code,
would become due) and liabilities of the Bermuda Borrower or any other
Subsidiary of the Bermuda Borrower owing under any Interest Rate Protection
Agreement and any Other Hedging Agreement entered into by the Bermuda Borrower
or any other Subsidiary of the U.S. Borrower with any Secured Hedge Counterparty
so long as such Secured Hedge Counterparty participates in such Interest Rate
Protection Agreement or Other Hedging Agreement, and their subsequent assigns,
if any, whether now in existence or hereafter arising, and the due performance
and compliance with all terms, conditions and agreements contained therein and
(iii) in the case of the Bermuda Borrower, all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities of any Foreign Subsidiary of
the U.S. Borrower (other than the Bermuda Borrower) owing under any Interest
Rate Protection Agreement and any Other Hedging Agreement entered into by any
such Foreign Subsidiary of the U.S. Borrower with any Secured Hedge Counterparty
so long as such Secured Hedge Counterparty participates in such Interest Rate
Protection Agreement or Other Hedging Agreement, and their subsequent assigns,
if any, whether now in existence or hereafter arising, and the due performance
and compliance with all terms, conditions and agreements contained therein.

          "Relevant Guaranteed Party" shall mean (i) with respect to Holdings,
each Borrower and each Subsidiary of Holdings party to any Interest Rate
Protection Agreement or Other Hedging Agreement with any Secured Creditor, (ii)
with respect to Intermediate Holdco, each Borrower and each Subsidiary of
Intermediate Holdco party to any Interest Rate Protection Agreement or Other
Hedging Agreement with any Secured Creditor, (iii) with respect to the U.S.
Borrower, the Bermuda Borrower and each Subsidiary of Holdings (other than the
U.S. Borrower) party to any Interest Rate Protection Agreement or Other Hedging
Agreement with any Secured Creditor and (iv) with respect to the Bermuda
Borrower, each Foreign Subsidiary of Holdings (other than the Bermuda Borrower)
party to any Interest Rate Protection Agreement or Other Hedging Agreement with
any Secured Creditor.

          "Relevant Separate Tax Liability" shall have the meaning provided in
Section 9.06(v).

          "Replaced Lender" shall have the meaning provided in Section 1.13.

          "Replacement Foreign Security Agreements" shall have the meaning
provided in Section 5.12(b).

          "Replacement Lender" shall have the meaning provided in Section 1.13.

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
..22, .23, .25, .27, or .28 of PBGC Regulation Section 4043.

          "Repricing Transaction" shall mean, as to any Tranche, (1) the
incurrence by the U.S. Borrower or any of its Subsidiaries of any indebtedness
(including, without limitation, any


                                     -189-



new or additional loans, letters of credit, bank guaranties and/or credit-linked
deposits under this Agreement, whether incurred directly or by way of the
conversion of outstanding Term Loans and/or Credit-Linked Deposits (and related
Letters of Credit and/or Bank Guaranties), as the case may be, of any such
Tranche into a new tranche of replacement term loans, letters of credit, bank
guaranties and/or credit-linked deposits under this Agreement) that is broadly
marketed or syndicated to banks and other institutional investors in financings
similar to the facilities provided for in this Agreement (i) having an
"effective" interest rate margin or weighted average yield for the respective
type of such indebtedness or extension of credit that is less than the
applicable rate for or weighted average yield for (x) Term Loans of the
respective Tranche and Type and/or (y) Credit-Linked Deposits (and related
Letters of Credit and/or Bank Guaranties) of the CL Tranche, as the case may be
(with the comparative determinations to be made by the Administrative Agent
consistent with generally accepted financial practices, after giving effect to,
among other factors, margin, upfront or similar fees or "original issue
discount" shared with all lenders or holders of such indebtedness or other
extensions of credit, as the case may be, but excluding the effect of any
arrangement, structuring, syndication or other fees payable in connection
therewith that are not shared with all lenders or holders of such indebtedness
or other extensions of credit, as the case may be, and without taking into
account any fluctuations in the relevant Eurodollar Rate) and (ii) the proceeds
of which are used to prepay or replace (or, in the case of a conversion, deemed
to prepay or replace), in whole or in part, principal (or its equivalent) of
outstanding Term Loans of such Tranche and/or Credit-Linked Deposits (and
related Letters of Credit and/or Bank Guaranties) and (2) any reduction in the
Applicable Margins for Term Loans and/or the CL Facility Fee for Credit-Linked
Deposits, as the case may be, of such Tranche by way of the amendment, waiver or
other modification of this Agreement. Any such determination by the
Administrative Agent as contemplated by preceding clause (1) shall be conclusive
and binding on all Lenders holding Term Loans and/or Credit-Linked Deposits (and
related Letters of Credit and/or Bank Guaranties).

          "Required Appraisal" shall have the meaning provided in Section
8.11(j).

          "Required Lenders" shall mean Non-Defaulting Lenders, the sum of whose
outstanding principal of Term Loans (or, if prior to the occurrence of the
Credit Events on the Restatement Effective Date, the sum of whose "Converted
Tranche C Term Loans" amounts as shown on Schedule I and Tranche B Term Loan
Commitments and Tranche C Term Loan Commitments) and Credit-Linked Commitments
(or after the termination thereof, outstanding Individual CL Exposures) as of
any date of determination represent greater than 50% of the sum of all
outstanding principal of Term Loans (or if prior to the occurrence of the Credit
Events on the Restatement Effective Date, the sum of all "Converted Tranche C
Term Loans" amounts as shown on Schedule I and Tranche B Term Loan Commitments
and Tranche C Term Loans Commitments) of Non-Defaulting Lenders at such time and
the sum of all Credit-Linked Commitments of all Non-Defaulting Lenders at such
time (or, after the termination thereof, the sum of the then total Individual CL
Exposures of all Non-Defaulting Lenders at such time); provided that, for
purposes of this definition, at any time after the Restatement Effective Date,
(I) a Voting Participant shall be deemed to be a "Lender" holding the portion of
the Credit-Linked Commitment (or, after the termination thereof, outstanding
Individual CL Exposure), the Incremental Term Loan Commitment and the
outstanding Term Loans of any Lender (other than a Defaulting Lender) in which
it purchased a participation from such Lender (and to have the voting rights of
such Lender with respect to each such Tranche) and (II) a Lender (other than a


                                      -190-



Defaulting Lender) which has sold a participation in a portion of its
Credit-Linked Commitment (and related Obligations), Incremental Term Loan
Commitment or outstanding Term Loans to a Voting Participant shall be deemed to
hold a Credit-Linked Commitment (or, after the termination thereof, outstanding
Individual CL Exposure), Incremental Term Loan Commitment or outstanding Term
Loans, as the case may be, in each case, as reduced by the amount of the
participations therein sold to a Voting Participant.

          "Restatement Effective Date" shall have the meaning provided in
Section 13.10.

          "Restricted Subsidiary" of any Person shall mean any Subsidiary (as
defined in the Existing 2011 Senior Notes Indenture as in effect on the
Restatement Effective Date (without giving effect to any termination thereof))
of such Person other than any Subsidiary (as so defined) of such Person that is
engaged primarily in the management, development and sale or financing of real
property.

          "Retained Excess Cash Flow Amount" shall initially be $0, which amount
shall be (A) increased on each Excess Cash Payment Date so long as any repayment
required pursuant to Section 4.02(f) has been made, by an amount equal to the
Adjusted Excess Cash Flow for the immediately preceding Excess Cash Flow Payment
Period multiplied by a percentage equal to 100% minus the Applicable Prepayment
Percentage, and (B) reduced (i) on each Excess Cash Payment Date where Adjusted
Excess Cash Flow for the immediately preceding Excess Cash Flow Payment Period
is a negative number, by such amount, and (ii) at the time any cash is used to
redeem, repurchase and/or otherwise make payments in respect of Existing Senior
Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes in
reliance on Section 9.06(xiii), by the amount of the cash so used (it being
understood that the Retained Excess Cash Flow Amount may be reduced to an amount
below zero after giving effect to the reductions enumerated in clause (B)
above).

          "Returns" shall have the meaning provided in Section 7.20.

          "S&P" shall mean Standard & Poor's Ratings Services, a division of
McGraw Hill, Inc.

          "Sale-Leaseback Transaction" shall have the meaning provided in the
Original Credit Agreement.

          "Sale-Leaseback Transaction Documents" shall mean all documents and
agreements delivered in connection with the Sale-Leaseback Transaction, in each
case as the same may be amended, modified and/or supplemented from time to time
in accordance with the terms hereof and thereof.

          "Scheduled Existing Indebtedness" shall mean Third Party Scheduled
Existing Indebtedness and Intercompany Scheduled Existing Indebtedness.

          "Scheduled Investment Termination Date" shall mean, when referring to
the Credit-Linked Deposits on deposit in the Credit-Linked Deposit Account, the
date agreed to by the Borrowers and the Administrative Agent from time to time,
provided that if no such


                                     -191-



agreement shall be reached, the Scheduled Investment Termination Date shall be
the last day of the then current Interest Period applicable to the Credit-Linked
Deposits.

          "Scheduled Repayment" shall mean any Tranche B Term Loan Scheduled
Repayment, any Tranche C Term Loan Scheduled Repayment and/or any Incremental
Term Loan Scheduled Repayment of any Tranche, as the context may require.

          "Scotia Capital" shall mean The Bank of Nova Scotia, in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

          "Second Priority" means, with respect to any Lien purported to be
created on any Collateral pursuant to the U.S. Security Documents, that such
Lien is prior in right to any other Lien thereon, other than (x) Liens permitted
pursuant to clause (y) of Section 9.03(iii) and (y) Permitted Liens permitted to
be prior to the Liens on the Collateral in accordance with the definition "First
Priority" contained herein; provided that in no event shall any such Permitted
Lien be permitted (on a consensual basis) to be junior and subordinate to any
Permitted Liens as described in clause (x) above and senior in priority to the
relevant Liens created pursuant to the U.S. Security Documents.

          "Second-Tier Material Real Property" of any Person, shall mean any
fee-owned (or equivalent) Real Property acquired by such Person after the
Initial Borrowing Date with a value (determined using the initial purchase price
paid by such Person for such Real Property) of greater than $2,500,000 but less
than or equal to $10,000,000.

          "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

          "Secured Creditors" shall have the meaning provided in the respective
Security Documents.

          "Secured Hedge Counterparties" shall mean, with respect to any
Interest Rate Protection Agreement or Other Hedging Agreement, (x) any Lender or
any affiliate thereof (even if such Lender subsequently ceases to be a Lender
under this Agreement for any reason), (y) any ABL Lender or any affiliate
thereof (even if such ABL Lender ceases to be a Lender under the ABL Credit
Agreement for any reason) or (z) to the extent any such Interest Rate Protection
Agreement or Other Hedging Agreement was entered into prior to the Restatement
Effective Date, any Original Lender or any affiliate thereof (even if such
Original Lender ceased to be an Original Lender under the Original Credit
Agreement for any reason).

          "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

          "Security Agreement Collateral" shall mean all collateral in which any
security interest is granted pursuant to the Security Agreements.


                                     -192-


          "Security Agreements" shall mean the U.S. Security Agreement and each
Foreign Security Agreement.

          "Security Documents" shall mean and include each of the U.S. Security
Agreement, the U.S. Pledge Agreement, each Mortgage, each Foreign Security
Agreement, each Foreign Pledge Agreement and, after the execution and delivery
thereof, each Additional Security Document (including each Additional Mortgage).

          "Senior Secured Leverage Ratio" shall mean, on any date of
determination, the ratio of (i) Consolidated Senior Secured Net Debt on such
date to (ii) Consolidated EBITDA for the Test Period most recently ended on or
prior to such date; provided that for all purposes of this Agreement,
Consolidated EBITDA for purposes of the Senior Secured Leverage Ratio shall be
determined on a Pro Forma Basis.

          "Senior Officer" shall mean (i) senior executive management of
Holdings and the U.S. Borrower, (ii) the general counsel of Holdings and the
U.S. Borrower and (iii) the division presidents of Holdings and its
Subsidiaries.

          "Shareholder Subordinated Note" shall mean an unsecured junior
subordinated note issued by Holdings (and not guaranteed or supported in any way
by either Borrower or any of their respective Subsidiaries) in the form of
Exhibit L, as the same may be amended, modified and/or supplemented from time to
time in accordance with the terms hereof and thereof.

          "Shareholders' Agreements" shall have the meaning provided in Section
5.13(i).

          "Sharing Event" shall mean (i) the occurrence of any Event of Default
with respect to any Credit Agreement Party pursuant to Section 10.05, (ii) the
declaration of the termination of any Credit-Linked Commitment or Incremental
Term Loan Commitment, or the acceleration of the maturity of any Loans, in each
case pursuant to the last paragraph of Section 10 or (iii) the failure of either
Borrower to pay any principal of, or interest on, Loans of any Tranche, any
Letter of Credit Outstandings or any Bank Guaranty Outstandings on the relevant
Maturity Date.

          "Shell Corporation" shall mean any Person created or established by
the U.S. Borrower or any of its Wholly-Owned Subsidiaries, so long as (i) the
aggregate amount of assets at any time held by any such Person does not exceed
$10,000 and (ii) the aggregate amount of assets at any time held by all Shell
Corporations at any time in existence does not exceed $100,000, it being
understood that at such time as the assets of any Person which was a "Shell
Corporation" exceed $10,000 or the assets of all Persons which were "Shell
Corporations" exceeds $100,000, all such Persons shall cease to be Shell
Corporations for purposes of this definition.

          "Significant Asset Sale" shall mean each Asset Sale which generates
Net Sale Proceeds of at least $10,000,000.

          "Special Colombian Put Note Agreement" shall mean that certain Put
Agreement, dated as of April 30, 2003, by and among the Bermuda Borrower, the
Administrative Agent, the Collateral Agent and the Colombian Subsidiary
Guarantors, pursuant to which the Collateral


                                     -193-



Agent and the Administrative Agent have the right to demand that the Colombian
Subsidiary Guarantors purchase (on a joint and several basis) any and all
Special Colombian Put Notes at par (plus accrued interest) and in U.S. Dollars,
as amended, modified and/or supplemented from time to time.

          "Special Colombian Put Notes" shall have mean those certain promissory
notes, dated as of April 30, 2003, issued by the Bermuda Borrower in the form of
Exhibit M hereto, as amended, modified and/or supplemented from time to time.

          "Specified Default" shall mean any Default under either of Sections
10.01 or 10.05.

          "Specified Existing Ship Leases" shall mean the leases with respect to
the vessels named "Dole Chile" and "Dole Colombia," as in effect on the Initial
Borrowing Date.

          "Standby Letter of Credit" shall have the meaning provided in Section
2A.01(a).

          "Stated Amount" of each Letter of Credit shall, at any time, mean the
maximum amount available to be drawn thereunder (in each case determined without
regard to whether any conditions to drawing could then be met, but after giving
effect to all previous drawings made thereunder), provided that, (x) except as
such term is used in Section 2A.02, the "Stated Amount" of each Non-Dollar
Denominated Letter of Credit shall be, on any date of calculation, the Dollar
Equivalent of the maximum amount available to be drawn in such Alternative
Currency thereunder (determined without regard to whether any conditions to
drawing could then be met but after giving effect to all previous drawings made
thereunder) and (y) except for purposes of Sections 2A.02 and 3.01(b), the
definition of Non-Dollar Denominated L/C Cushion Amount and in determining the
respective proportional indemnification liabilities of the Secured Creditors to
the Collateral Agent and/or the Pledgee under the applicable Security Documents,
the Stated Amount of any Non-Dollar Denominated Letter of Credit (as otherwise
determined above) shall be increased (at each time the Stated Amount thereof is
determined) by Non-Dollar Denominated L/C Cushion Amount for such Non-Dollar
Denominated Letter of Credit.

          "Sterling" and "L" shall mean freely transferable lawful money
of the United Kingdom (expressed in pounds sterling).

          "Sterling Denominated Letter of Credit" shall mean each Letter of
Credit denominated in Sterling.

          "Subsidiaries Guaranty" shall mean and include the U.S. Subsidiaries
Guaranty, the Foreign Subsidiaries Guaranty and any other guaranty executed and
delivered by any Subsidiary of the U.S. Borrower pursuant to any of Sections
8.11, 8.12 and/or 9.11.

          "Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through one or more Subsidiaries of such Person and (ii) any
partnership, association, limited


                                     -194-



liability company, joint venture or other entity (other than a corporation) in
which such Person directly or indirectly through one or more Subsidiaries of
such Person, has more than a 50% Equity Interest at the time. Notwithstanding
the foregoing (and except for purposes of Sections 7.01, 7.03, 7.04, 7.12, 7.16,
7.17, 7.20, 8.01(e), 8.01(g), 8.04, 8.05, 8.06, 8.07, 8.08, 8.16, 10.03(b),
10.04, 10.05, 10.06, 10.09 and 13.01), an Unrestricted Wellbeing Joint Venture
shall be deemed not to be a Subsidiary of Holdings or any of its other
Subsidiaries for purposes of this Agreement.

          "Subsidiary Guarantor" shall mean each Subsidiary of Intermediate
Holdco that executes and delivers any Subsidiaries Guaranty, unless and until
such time as the respective Subsidiary is released from all of its obligations
under any relevant Subsidiaries Guaranty in accordance with the terms and
provisions thereof.

          "Supermajority Lenders" of any Tranche shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if (x) all outstanding Obligations of the other Tranches under
this Agreement were repaid in full and all Commitments with respect thereto were
terminated and (y) the percentage "50%" contained therein were changed to
"66-2/3%."

          "Syndication Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the Syndication
Agent appointed pursuant to Section 12.10.

          "Syndication Date" shall mean the earlier of (i) the 30th day
following the Restatement Effective Date and (ii) the date upon which the Agents
determine (and notify Holdings and the Lenders) that the primary syndication of
the Tranche B Term Loans, the Tranche C Term Loans and the CL Tranche (and
resultant addition of Persons as Lenders pursuant to Section 13.04(b)) has been
completed.

          "Synthetic Lease" shall mean, as applied to any Person, any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed), (i) that is not a capital lease in
accordance with U.S. GAAP and (ii) in respect of which the lessee retains or
obtains ownership of the property so leased for federal income tax purposes,
other than any such lease under which that Person is the lessor; provided that,
for purposes of this Agreement, the term "Synthetic Lease" shall not include the
lease arising pursuant to the Sale-Leaseback Transaction.

          "Tax Allocation Agreements" shall have the meaning provided in Section
5.13(iv).

          "Taxes" shall have the meaning provided in Section 4.04(a).

          "Term Loan Conversion" shall have the meaning provided in Section
1.01(b).

          "Term Loans" shall mean and include Tranche B Term Loans, Tranche C
Term Loans and each Incremental Term Loan.


                                     -195-



          "Test Period" shall mean each period of four consecutive Fiscal
Quarters then last ended, in each case taken as one accounting period.

          "Third Party Scheduled Existing Indebtedness" shall have the meaning
provided in Section 7.21.

          "TL Priority Collateral" means all "TL Priority Collateral" as defined
in the Intercreditor Agreement.

          "TL Repayment Percentage" of any Tranche of Term Loans at any time
shall be a fraction (expressed as a percentage) (x) the numerator of which is
the aggregate principal amount of outstanding Term Loans of such Tranche and (y)
the denominator of which is the sum of the aggregate principal amount of all
outstanding Term Loans at such time.

          "Total Commitment" shall mean, at any time, the sum of the Total
Tranche B Term Loan Commitment, the Total Tranche C Term Loan Commitment, the
Total Incremental Term Loan Commitment and the Total Credit-Linked Commitment.

          "Total Credit-Linked Commitment" shall mean, at any time, the sum of
the Credit-Linked Commitments of each of the CL Lenders at such time.

          "Total Incremental Term Loan Commitment" shall mean, at any time, the
sum of the Incremental Term Loan Commitments of each of the Lenders with such a
Commitment at such time.

          "Total Leverage Ratio" shall mean, on any date of determination, the
ratio of (i) Consolidated Net Debt on such date to (ii) Consolidated EBITDA for
the Test Period most recently ended on or prior to such date; provided that for
all purposes of this Agreement, Consolidated EBITDA for purposes of the Total
Leverage Ratio shall be determined on a Pro Forma Basis.

          "Total Tranche B Term Loan Commitment" shall mean, at any time, the
sum of the Tranche B Term Loan Commitments of each of the Lenders with such a
Commitment at such time.

          "Total Tranche C Term Loan Commitment" shall mean, at any time, the
sum of the Tranche C Term Loan Commitments of each of the Lenders with such a
Commitment at such time.

          "Total Unutilized Credit-Linked Commitment" shall mean, at any time,
an amount equal to the remainder of (x) the Total Credit-Linked Commitment as in
effect at such time less (y) the Aggregate CL Exposure at such time.

          "Trade Letter of Credit" shall have the meaning set forth in Section
2A.01(a).

          "Tranche" shall mean the respective facilities and commitments
utilized in making Loans and issuing Letters of Credit and Bank Guaranties
hereunder (i.e., whether Tranche B Term Loans, Tranche C Term Loans, the CL
Tranche or Incremental Term Loans


                                     -196-



made pursuant to one or more tranches designated pursuant to the respective
Incremental Term Loan Commitment Agreements in accordance with the relevant
requirements specified in Section 1.15); provided that in the circumstances
contemplated by Section 1.15(c), Incremental Term Loans may be made part of a
then existing Tranche of Term Loans. On the Restatement Effective Date there
shall be three Tranches hereunder; namely (i) the CL Tranche, (ii) the Tranche B
Term Loans and related commitments and (iii) the Tranche C Term Loans and
related commitments.

          "Tranche B Term Loan Commitment" shall mean, with respect to each
Lender, the amount set forth opposite such Lender's name in Schedule I directly
below the column entitled "Tranche B Term Loan Commitment," as the same may be
terminated pursuant to Sections 3.02, 3.03 and/or 10.

          "Tranche B Term Loan Scheduled Repayment" shall have the meaning
provided in Section 4.02(b)(i).

          "Tranche B Term Loan" shall have the meaning provided in Section
1.01(a).

          "Tranche B Term Note" shall have the meaning provided in Section
1.05(a).

          "Tranche B/C Term Loan Maturity Date" shall mean April 12, 2013.

          "Tranche C Term Loan" shall mean have the meaning provided in Section
1.01(b).

          "Tranche C Term Loan Borrowing Amount" shall mean, with respect to
each Lender, the amount set forth opposite such Lender's name in Schedule I
directly below the column entitled "Tranche C Term Loan Borrowing Amount,"
(i.e., the sum of the Converted Tranche C Term Loans and the Tranche C Term Loan
Commitment) as the same may be (x) reduced from time to time as a result of
prepayments and repayments pursuant to Section 4.01, 4.02 and/or 10 or (y)
adjusted from time to time as a result of assignments of Tranche C Term Loans to
or from such Lender pursuant to Section 1.13 to 13.04(b).

          "Tranche C Term Loan Commitment" shall mean, with respect to each
Lender, the amount set forth opposite such Lender's name in Schedule I directly
below the column entitled "Tranche C Term Loan Commitment," as the same may be
terminated pursuant to Sections 3.02, 3.03 and/or 10.

          "Tranche C Term Loan Scheduled Repayment" shall have the meaning
provided in Section 4.02(b)(ii).

          "Tranche C Term Note" shall have the meaning provided in Section
1.05(a).

          "Transaction" shall mean, collectively, (i) the amendment and
restatement of the Original Credit Agreement in the form of this Agreement as
provided herein, (ii) the entering into of the ABL Credit Documents and the
initial borrowing thereunder, (iii) the occurrence of the Restatement Effective
Date and the Credit Events occurring on such date, (iv) the


                                     -197-



consummation of the Refinancing, and (v) the payment of fees and expenses in
connection with the foregoing.

          "Treaty" means the Treaty establishing the European Community being
the Treaty of Rome of March 25, 1957, as amended by the Single European Act
1986, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992)
and the Treaty of Amsterdam (which was signed in Amsterdam on October 2, 1997).

          "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

          "U.S." or "United States" shall mean the United States of America.

          "U.S. Borrower" shall have the meaning provided in the first paragraph
of this Agreement.

          "U.S. Borrower Bank Guaranty" shall mean each Bank Guaranty (which may
be denominated in Dollars or an Alternative Currency) issued for the account of
the U.S. Borrower pursuant to section 2B.01 and designated as such by the U.S.
Borrower in the respective Bank Guaranty Request.

          "U.S. Borrower Incremental Term Loans" shall mean Incremental Term
Loans incurred by the U.S. Borrower.

          "U.S. Borrower Letter of Credit" shall mean each Letter of Credit
(which must be denominated in Dollars or an Alternative Currency) issued for the
account of the U.S. Borrower pursuant to Section 2A.01.

          "U.S. Borrower Term Loans" shall mean and include all Tranche B Term
Loans and all U.S. Borrower Incremental Term Loans.

          "U.S. Credit Agreement Party" shall mean each Credit Agreement Party
other than the Bermuda Borrower.

          "U.S. Credit Party" shall mean each U.S. Credit Agreement Party and
each U.S. Subsidiary Guarantor.

          "U.S. Dole Group" shall mean the U.S. Borrower and the U.S. Subsidiary
Guarantors.

          "U.S. Dollars," "Dollars" and the sign "$" shall each mean freely
transferable lawful money of the United States of America.

          "U.S. GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; provided that
determinations in accordance with U.S. GAAP for purposes of the definition of
"Incremental Term Loan Commitment Requirements" and Sections 4.02, 8.15 and 9,
including defined terms as used therein, and for all


                                     -198-



purposes of determining the Senior Secured Leverage Ratio and the Total Leverage
Ratio are subject (to the extent provided therein) to Section 13.07(a).

          "U.S. Leasehold Property" shall mean each Leasehold Property located
in the United States.

          "U.S. Mortgaged Property" shall mean each Real Property located in the
United States or any State or territory thereof with respect to which a Mortgage
is required to be delivered pursuant to the terms of this Agreement.

          "U.S. Pledge Agreement" shall have the meaning provided in Section
5.11(b).

          "U.S. Pledge Agreement Collateral" shall mean all of the "Collateral"
as defined in the U.S. Pledge Agreement.

          "U.S. Security Agreement" shall have the meaning provided in Section
5.11(c).

          "U.S. Security Agreement Collateral" shall mean all of the
"Collateral" as defined in the U.S. Security Agreement.

          "U.S. Security Documents" shall mean and include the U.S. Security
Agreement, the U.S. Pledge Agreement, each Mortgage covering a U.S. Mortgage
Property and each Additional Security Document covering assets of a U.S. Credit
Party situated in the United States.

          "U.S. Subsidiaries Guaranty" shall have the meaning provided in
Section 5.10(a).

          "U.S. Subsidiary Guarantor" shall mean (i) each Wholly-Owned Domestic
Subsidiary of Intermediate Holdco as of the Restatement Effective Date (other
than (x) the U.S. Borrower and (y) the Excluded Domestic Subsidiary) and (ii)
each other Wholly-Owned Domestic Subsidiary of Intermediate Holdco created,
established or acquired after the Restatement Effective Date which executes and
delivers a U.S. Subsidiaries Guaranty, unless and until such time as the
respective Domestic Subsidiary ceases to constitute a Domestic Subsidiary or is
released from all of its obligations under its U.S. Subsidiaries Guaranty in
accordance with the terms and provisions thereof, provided that for purposes of
Sections 9.02(ix), 9.02(xiii), 9.04(b)(xvi) and 9.05(ix) and the definition of
"U.S. Dole Group," the term "U.S. Subsidiary Guarantor" (and any term
incorporating such term by reference) shall not include Corporate Holdco.

          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the relevant jurisdiction.

          "Unfunded Current Liability" shall mean the amount, if any, by which
the actuarial present value of accumulated benefits of any Plan subject to Title
IV of ERISA as of the close of its most recent plan year, determined using
actuarial assumptions at such time consistent with those prescribed by Financial
Account Standards No. 87, exceeds the fair market value of the assets allocable
to such liabilities.


                                     -199-



          "Unpaid Drawing" shall have the meaning provided in Section 2A.05(a).

          "Unreimbursed Payment" shall have the meaning provided in Section
2B.05(a).

          "Unrestricted Cash" shall mean all cash and Cash Equivalents owned or
held by Holdings and its Subsidiaries other than cash and Cash Equivalents owned
or held by the Excluded Bermuda Insurance Companies.

          "Unrestricted Subsidiary" of any Person shall mean (i) at any time
prior to the repayment in full of both the Existing 2009 Senior Notes and the
Existing 2013 Senior Notes, any Subsidiary of such Person that is not a
Restricted Subsidiary and (ii) thereafter, any Subsidiary of such Person.

          "Unrestricted Wellbeing Joint Venture" shall mean Westlake Wellbeing
Company, Wellbeing IP Holdco and Wellbeing Edco.

          "Voting Participant" shall have the meaning provided in Section
13.04(a).

          "Voting Participant Notice" shall have the meaning provided in Section
13.04(a).

          "Weighted Average Life to Maturity" shall mean, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the then
outstanding principal amount of such Indebtedness into (ii) the product obtained
by multiplying (x) the amount of each then remaining installment or other
required scheduled payments of principal, including payment at final maturity,
in respect thereof, by (y) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment.

          "Wellbeing Edco" shall mean a Delaware corporation or limited
liability company formed (or to be formed) by Holdings to promote nutritional
and wellbeing education.

          "Wellbeing IP Holdco" shall mean a Delaware corporation or limited
liability company formed (or to be formed) by Holdings to hold the intellectual
property rights related to the Wellbeing Project.

          "Wellbeing Project" shall mean the start-up, construction and
operation by Westlake Wellbeing Company of a well-being
center/hotel/spa/conference center/studio on the Westlake Village Property.

          "Wellbeing Project Financing" shall mean Indebtedness incurred by
Holdings, so long as (a) the proceeds thereof are used (or, in the case of
sub-clause (iii) below, deemed used) solely to (i) finance the construction,
start-up and operational deficits of the Wellbeing Project (including any "cost
overruns" on the construction of the Wellbeing Project), (ii) make an Investment
in, and/or repay an intercompany loan owing to, Intermediate Holdco, the
proceeds of which are, in turn, used by Intermediate Holdco to make an
Investment in, and/or repay an intercompany loan owing to, the U.S. Borrower,
(iii) "finance" customary expenses which are (x) incurred by lenders providing
such Indebtedness and treated as "protective advances" under the documentation
governing such Indebtedness (e.g., advances for the payment of real estate
taxes, insurance premiums, ground rent and maintenance and repair costs) and (y)
deemed added


                                     -200-



as additional Indebtedness of Holdings under such documentation (it being
understood, however, that Indebtedness incurred by Holdings under this clause
(iii) may be in the form of a guarantee by Holdings of additional Indebtedness
incurred by the Unrestricted Wellbeing Joint Venture for the purposes described
above in this clause (iii) rather than in the form of direct incurrence by
Holdings), (iv) pay accrued but unpaid interest on the principal of Indebtedness
described in this definition, together with reasonable transaction fees incurred
in connection with the incurrence thereof and/or (v) extend, renew and/or
refinance any Indebtedness theretofore incurred pursuant to this definition, (b)
such Indebtedness does not require any scheduled principal repayments prior to
the final stated maturity thereof, (c) such Indebtedness does not require any
mandatory repayments prior to the final stated maturity thereof other than in
connection with (x) a "change of control" (which "change of control" shall not
include triggers any tighter than those contained in the definition of "Change
of Control" in this Agreement) or (y) issuances of equity by, or capital
contributions to, Holdings, (d) such Indebtedness does not provide for
guaranties or security from, or require any representation, warranty, event of
default or covenant to be applicable to, any Subsidiary of Holdings, (e) such
Indebtedness provides for an "interest reserve" covering all interest which will
accrue on such Indebtedness over the term thereof, which interest may be in the
form of a committed but initially unfunded portion of such Indebtedness
specifically reserved for the payment of accrued but unpaid interest on such
Indebtedness, (f) such Indebtedness expressly permits the pledge of the Equity
Interests of the Unrestricted Wellbeing Joint Ventures pursuant to the U.S.
Pledge Agreement, (g) in the case of any Indebtedness incurred to extend, renew
and/or refinance any Indebtedness theretofore incurred in reliance on this
definition, the requirements of clauses (b) through (f), inclusive, above and
clause (h) below are satisfied at the time of the incurrence thereof and (h) all
other terms of such Indebtedness (including, without limitation, with respect to
prepayment provisions, covenants and defaults) are reasonably acceptable to the
Administrative Agent, as such Indebtedness may be amended, modified,
supplemented, extended, renewed and/or refinanced from time to time in
accordance with the terms hereof and thereof. The incurrence of the Wellbeing
Project Financing shall be deemed to be a representation and warranty by
Holdings that all conditions thereto have been satisfied in all material
respects and that same is permitted in accordance with the terms of this
Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Section 10.

          "Wellbeing Project Financing Debt Cap Amount" shall mean, at any time,
$150,000,000 (as such amount may be reduced by any repayments of principal of
the Wellbeing Project Financing, except to the extent such repayment is made in
connection with a refinancing of such Wellbeing Project Financing consummated in
accordance with the definition of "Wellbeing Project Financing"); provided,
however, that (i) the "Wellbeing Project Financing Debt Cap Amount" may exceed
the amount otherwise set forth above at any time, if (but only if) any excess
over such amount is (I) used by Holdings to finance cost overruns and/or
operational deficits of the Wellbeing Project and/or (II) incurred by Holdings
for the purposes described in clause (a)(iii) of the definition of "Wellbeing
Project Financing", and (ii) any such excess permitted by preceding clause (i)
shall also (but without duplication) be reduced by any repayments of principal
of the Wellbeing Project Financing, except to the extent such repayment is made
in connection with a refinancing of such Wellbeing Project Financing consummated
in accordance with the definition of "Wellbeing Project Financing."


                                     -201-



          "Wellbeing Project Financing Documents" shall mean the loan agreement,
dated as of March 3, 2006, among Holdings, the lenders party thereto from time
to time, Deutsche Bank Trust Company Americas, as administrative agent, and
Deutsche Bank Securities, Inc., as sole lead arranger and sole book runner, and
each other agreement, document or instrument relating to the incurrence or
issuance of the Wellbeing Project Financing, as the same may be amended,
modified, supplemented, extended, renewed and/or refinanced from time to time in
accordance with the terms hereof and thereof.

          "Westlake Village Property" shall mean that certain property
identified to the Administrative Agent of twenty (20) acres (more or less) that
is adjacent to the parcel on which the U.S. Borrower's Corporate Headquarters is
located in the City of Westlake Village, Ventura County, California.

          "Westlake Wellbeing Company" shall mean Westlake Wellbeing Properties
LLC, a Delaware limited liability company formed by Holdings to construct and
operate the Wellbeing Project and/or promote nutritional and wellbeing
education.

          "Wholly-Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person that is a Domestic Subsidiary of such
Person.

          "Wholly-Owned Foreign Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person that is not a Domestic Subsidiary of such
Person.

          "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying shares
and/or other nominal amounts of shares required by applicable law to be held by
Persons other than such Person) is at the time owned by such Person and/or one
or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership,
limited liability company, association, joint venture or other entity in which
such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a
100% Equity Interest at such time; provided that any Foreign Subsidiary of such
Person at least 98% of whose capital stock or other Equity Interests are owned
by such Person and/or one or more Wholly-Owned Subsidiaries (determined after
giving effect to this proviso) of such Person at such time shall be deemed to be
a Wholly-Owned Subsidiary of such Person.

          "Written" (whether lower or upper case) or "in writing" shall mean any
form of written communication or a communication by means of telex, facsimile
device, telegraph or cable.

          Section 12. The Agents.

          12.01 Appointment. (a) Each Lender hereby irrevocably designates and
appoints (x) DBAG as Administrative Agent for such Lender (for purposes of this
Section 12 and the term "Agent" as used herein, the term "Administrative Agent"
shall mean DBAG in its capacities as Administrative Agent, Deposit Bank, the
Intermediate Holdco Paying Agent and as Collateral Agent hereunder and pursuant
to the Security Documents), (y) BAS as Syndication Agent for such Lender, and
(z) Scotia Capital and Rabobank as Co-Documentation Agents for such Lender, each
to act as specified herein and in the other Credit Documents, and each such
Lender hereby irrevocably authorizes the Administrative Agent, the Syndication
Agent and each


                                     -202-



Co-Documentation Agent to take such action on its behalf under the provisions of
this Agreement and the other Credit Documents and to exercise such powers and
perform such duties as are expressly delegated to or required of the
Administrative Agent, the Syndication Agent or the Co-Documentation Agents, as
the case may be, by the terms of this Agreement and the other Credit Documents,
together with such other powers as are reasonably incidental thereto. Each of
the Agents may perform any of their respective duties under this Agreement, the
other Credit Documents and any other instruments and agreements referred to
herein or therein by or through its respective officers, directors, agents,
employees or affiliates (it being understood and agreed, for avoidance of doubt
and without limiting the generality of the foregoing, that the Administrative
Agent and/or Collateral Agent may perform any of its duties under the Security
Documents by or through one or more of its affiliates).

          (b) The provisions of this Section 12 are solely for the benefit of
the Administrative Agent, the Syndication Agent and the Co-Documentation Agents
and the Lenders, and neither Holdings nor any of its Subsidiaries shall have any
rights as a third party beneficiary of any of the provisions hereof. In
performing its functions and duties under this Agreement, each of the
Administrative Agent, the Syndication Agent and the Documentation Agent shall
act solely as agent for the Lenders, and none of the Administrative Agent, the
Syndication Agent and the Co-Documentation Agents assumes (and shall not be
deemed to have assumed) any obligation or relationship of agency or trust with
or for Holdings or any of its Subsidiaries.

          12.02 Nature of Duties. (a) No Agent shall have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. Neither any Agent nor any of its officers, directors,
agents, employees or affiliates shall be liable for any action taken or omitted
by it hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision). The duties of the Agents shall be mechanical and
administrative in nature; no Agent shall have by reason of this Agreement or any
other Credit Document a fiduciary relationship in respect of any Lender or the
holder of any Note and nothing in this Agreement or in any other Credit
Document, expressed or implied, is intended to or shall be so construed as to
impose upon any Agent any obligations in respect of this Agreement or any other
Credit Document except as expressly set forth herein or therein, provided, that
the Administrative Agent and/or the Collateral Agent shall be deemed to be a
trustee and stand in a fiduciary relationship with respect to the Lenders and
the holders of Notes for purposes of any Security Document governed by the laws
of a jurisdiction located outside the United States where the Administrative
Agent and/or the Collateral Agent, as the case may be, shall determine, based on
advice of local counsel, that same is necessary or desirable for purposes of
realizing the benefits intended to be conferred pursuant to such Security
Document, and the Lenders hereby irrevocably designate each of the
Administrative Agent and the Collateral Agent as their trustee for such purpose
and authorize each of the Administrative Agent and the Collateral Agent to at
any time and from time to time take all actions (including, without limitation,
making demand for all amounts then due and payable and the exercise of other
remedies) on their behalf in accordance with the terms of such Security Document
without the necessity of any notice to or further consent from any Lender, and
the Lenders hereby agree to indemnify the Administrative Agent and the
Collateral Agent (and each of their respective officers, directors, trustees,
employees, representatives and agents)


                                     -203-



and hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys' and consultants' fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or
in any way related to, or by reason of, the taking of any action or any omission
to take action under any such Security Document unless such action is taken or
omitted to be taken with gross negligence or willful misconduct (as determined
by a court of competent jurisdiction in a final and non-appealable decision).

          (b) Notwithstanding any other provision of this Agreement or any
provision of any other Credit Document, the Lead Arranger is named as such for
recognition purposes only, and in its capacity as such shall have no powers,
duties, responsibilities or liabilities with respect to this Agreement or the
other Credit Documents or the transactions contemplated hereby and thereby; it
being understood and agreed that the Lead Arranger shall be entitled to all
indemnification and reimbursement rights in favor of "Agents" as, and to the
extent, provided for under Sections 12.07 and 13.01. Without limitation of the
foregoing, the Lead Arranger shall not, solely by reason of this Agreement or
any other Credit Documents, have any fiduciary relationship in respect of any
Lender or any other Person.

          12.03 Certain Rights of the Agents. The Agents shall have the right to
request instructions from the Required Lenders at any time. If any Agent shall
request instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent shall be entitled to refrain from such act or taking such
action unless and until such Agent shall have received instructions from the
Required Lenders; and such Agent shall not incur liability to any Lender by
reason of so refraining. Without limiting the foregoing, neither any Lender nor
the holder of any Note shall have any right of action whatsoever against any
Agent or any of its employees, directors, officers, agents or affiliates as a
result of such Agent or such other person acting or refraining from acting
hereunder or under any other Credit Document in accordance with the instructions
of the Required Lenders.

          12.04 Reliance by Agents. Each Agent shall be entitled to rely, and
shall be fully protected (and shall have no liability to any Person) in relying,
upon any note, writing, resolution, notice, statement, certificate, telex,
teletype or telecopier message, cablegram, radiogram, order, telephone message
or other document or conversation that such Agent believed, in the absence of
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision), to be the proper Person,
and, with respect to all legal matters pertaining to this Agreement and any
other Credit Document and its duties hereunder and thereunder, upon advice of
counsel selected by such Agent (which may be counsel for the Credit Parties)
and, with respect to other matters, upon advice of independent public
accountants or other experts selected by it.

          12.05 Notice of Default, etc. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has actually received written notice
from a Lender or Holdings or either Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default." In the event that the Administrative Agent receives such


                                     -204-



a notice, the Administrative Agent shall give prompt notice thereof to the
Lenders. The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders; provided that, unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders (as determined by the Administrative Agent in its sole
discretion).

          12.06 Nonreliance on Agents and Other Lenders. Independently and
without reliance upon any Agent, each Lender, each Issuing Lender, each Bank
Guaranty Issuer and the holder of each Note, to the extent it deems appropriate,
has made and shall continue to make its own independent investigation of the
financial condition and affairs of Holdings and its Subsidiaries in connection
with the making and the continuance of the Loans, the issuance and the
participation in Letters of Credit or Bank Guaranties and the taking or not
taking of any action in connection herewith and, except as expressly provided in
this Agreement, no Agent shall have any duty or responsibility, either initially
or on a continuing basis, to provide any Lender, any Issuing Lender, any Bank
Guaranty Issuer or the holder of any Note with any credit or other information
with respect thereto, whether coming into its possession before the making of
the Loans, the issuing of any Letter of Credit or any Bank Guaranty or at any
time or times thereafter. No Agent or their respective affiliates nor any of
their respective officers, directors, agents or employees shall be responsible
to any Lender, any Issuing Lender, any Bank Guaranty Issuer or the holder of any
Note for, or be required or have any duty to ascertain, inquire or verify the
accuracy of, (i) any recitals, statements, information, representations or
warranties herein or in any document, certificate or other writing delivered in
connection herewith, (ii) the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document, (iii) the financial condition of
Holdings and any of its Subsidiaries, (iv) the performance or observance of any
of the terms, provisions or conditions of this Agreement or any other Credit
Document, (v) the satisfaction of any of the conditions precedent set forth in
Section 5 or 6, or (vi) the existence or possible existence of any Default or
Event of Default.

          12.07 Indemnification. (a) To the extent any Agent (or any affiliate
thereof) is not reimbursed and indemnified by the Credit Agreement Parties, the
Lenders will reimburse and indemnify such Agent (and any affiliate thereof) in
proportion to their respective "percentages" as used in determining the Required
Lenders (determined as if there were no Defaulting Lenders and at the time such
indemnity is sought), for and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, costs, expenses or
disbursements of whatsoever kind or nature which may be imposed on, asserted
against or incurred by such Agent (or any affiliate thereof) in performing its
respective duties hereunder or under any other Credit Document or in any way
relating to or arising out of this Agreement or any other Credit Document in its
capacity as Agent, provided that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent's gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

          (b) Any Agent shall be fully justified in failing or refusing to take
any action hereunder and under any other Credit Document (except actions
expressly required to be taken


                                     -205-



by it hereunder or under the Credit Documents) unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

          (c) The agreements in this Section 12.07 shall survive the payment of
all Obligations.

          12.08 Agents in their Individual Capacities. (a) With respect to its
obligation to make Loans, or issue or participate in Letters of Credit or Bank
Guaranties, under this Agreement, each Agent shall have the rights and powers
specified herein for a "Lender" and may exercise the same rights and powers as
though it were not performing the duties specified herein; and the term
"Lender," "Required Lenders," "Supermajority Lenders," "Majority Lenders,"
"holders of Notes" or any similar terms shall, unless the context clearly
otherwise indicates, include each Agent in its individual capacity. Each Agent
and its affiliates may accept deposits from, lend money to, and generally engage
in any kind of banking, investment banking, trust or other business with, or
provide debt financing, equity capital or other services (including financial
advisory services) to, any Credit Party or any Affiliate of any Credit Party (or
any Person engaged in a similar business with any Credit Party or any Affiliate
thereof) as if they were not performing the duties specified herein, and may
accept fees and other consideration from any Credit Party or any Affiliate of
any Credit Party for services in connection with this Agreement and otherwise
without having to account for the same to the Lenders.

          (b) Without limiting the provisions of preceding clause (a), the
parties hereto acknowledge and agree that any Agent hereunder may also act in
individual or agency capacities in connection with other financings, including,
without limitation, pursuant to the ABL Credit Documents. The parties hereto
agree to each of the Agents acting in such other individual and agency
capacities, and shall not raise any claim in connection therewith (except to the
extent resulting from the gross negligence or willful misconduct of the
respective such Person as an Agent hereunder).

          12.09 Holders. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person or entity who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or
endorsee, as the case may be, of such Note or of any Note or Notes issued in
exchange therefor.

          12.10 Resignation of the Agents. (a) The Administrative Agent may
resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents (including, without limitation, its functions
and duties as Collateral Agent) at any time by giving 30 Business Days' prior
written notice to the Lenders and, unless a Default or an Event of Default under
Section 10.05 then exists, Holdings. Any such resignation by the Administrative
Agent hereunder shall also constitute its resignation (if applicable) as an
Issuing Lender and Bank Guaranty Issuer in which case the resigning
Administrative Agent (x) shall not be required to issue any further Letters of
Credit or Bank Guaranties hereunder and (y) shall maintain all of its rights as
Issuing Lender or Bank Guaranty Issuer, as the case may be, with


                                     -206-



respect to any Letter of Credit or Bank Guaranty issued by it, prior to the date
of such resignation. Such resignation shall take effect upon the appointment of
a successor Administrative Agent pursuant to clauses (b) and (c) below or as
otherwise provided below.

          (b) Upon any such notice of resignation by the Administrative Agent,
the Required Lenders shall appoint a successor Administrative Agent hereunder
and/or under the other Credit Documents who shall be a commercial bank or trust
company acceptable to Holdings, which acceptance shall not be unreasonably
withheld or delayed (provided that Holdings' approval shall not be required if
an Event of Default then exists).

          (c) If a successor Administrative Agent shall not have been so
appointed within such 30 Business Day period, the Administrative Agent, with the
consent of Holdings (which consent shall not be unreasonably withheld or
delayed, provided that Holdings' consent shall not be required if an Event of
Default then exists), shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder and/or under the other Credit
Documents until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided above.

          (d) If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 30th Business Day after the date such notice
of resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Lenders appoint a
successor Administrative Agent as provided above.

          (e) The Syndication Agent may resign from the performance of all its
functions and duties hereunder and/or under the other Credit Documents at any
time by giving five Business Days' prior written notice to the Lenders. Such
resignation shall take effect at the end of such five Business Day period.

          (f) Each Co-Documentation Agent may resign from the performance of all
its functions and duties hereunder and/or under the other Credit Documents at
any time by giving five Business Days' prior written notice to the Lenders. Such
resignation shall take effect at the end of such five Business Day period.

          (g) Upon a resignation of any Agent pursuant to this Section 12.10,
such Agent shall remain indemnified to the extent provided in this Agreement and
the other Credit Documents and the provisions of this Section 12 shall continue
in effect for the benefit of such Agent for all of its actions and inactions
while serving as such Agent.

          12.11 Collateral Matters. (a) Each Lender authorizes and directs the
Collateral Agent to enter into the Security Documents and the Intercreditor
Agreement. Each Lender hereby agrees, and each holder of any Note or participant
in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed
to agree, that, except as otherwise set forth herein, any action taken by the
Required Lenders in accordance with the provisions of this Agreement or the
Security Documents, subject to the provisions of the Intercreditor Agreement,
and the exercise by the Required Lenders of the powers set forth herein or
therein, together with such other


                                     -207-



powers as are reasonably incidental thereto, shall be authorized and binding
upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of
all of the Lenders, without the necessity of any notice to or further consent
from any Lender, from time to time prior to an Event of Default, to take any
action with respect to any Collateral or Security Documents, subject to the
provisions of the Intercreditor Agreement, which may be necessary to perfect and
maintain perfected the security interest in and liens upon the Collateral
granted pursuant to the Security Documents.

          (b) The Lenders hereby authorize the Collateral Agent, at its option
and in its discretion, to release any Lien granted to or held by the Collateral
Agent upon any Collateral, subject to the provisions of the Intercreditor
Agreement, (i) upon termination of the Commitments (and all Letters of Credit
and Bank Guaranties) and indefeasible payment and satisfaction in full of all of
the Obligations at any time arising under or in respect of this Agreement or the
Credit Documents or the transactions contemplated hereby or thereby, (ii)
constituting property being sold or otherwise disposed of (to Persons other than
Holdings and its Subsidiaries) upon the sale or other disposition thereof in
compliance with Section 9.02, (iii) if approved, authorized or ratified in
writing by the Required Lenders (or all of the Lenders hereunder, to the extent
required by Section 13.12) or (iv) as otherwise may be expressly provided in the
relevant Security Documents. Upon request by the Administrative Agent at any
time, the Lenders will confirm in writing the Collateral Agent's authority to
release particular types or items of Collateral pursuant to this Section 12.11.

          (c) The Collateral Agent shall have no obligation whatsoever to the
Lenders or to any other Person to assure that the Collateral exists or is owned
by any Credit Agreement Party or any of its Subsidiaries or is cared for,
protected or insured or that the Liens granted to the Collateral Agent herein or
pursuant hereto have been properly or sufficiently or lawfully created,
perfected, protected or enforced or are entitled to any particular priority, or
to exercise or to continue exercising at all or in any manner or under any duty
of care, disclosure or fidelity any of the rights, authorities and powers
granted or available to the Collateral Agent in this Section 12.11 or in any of
the Security Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission or event related thereto, the Collateral Agent
may act in any manner it may deem appropriate, in its sole discretion, given the
Collateral Agent's own interest in the Collateral as one of the Lenders and that
the Collateral Agent shall have no duty or liability whatsoever to the Lenders,
except for its gross negligence or willful misconduct (as determined by a court
of competent jurisdiction in a final and non-appealable decision).

          12.12 Delivery of Information. The Administrative Agent shall not be
required to deliver to any Lender originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from any Credit Agreement Party, any Subsidiary, the
Required Lenders, any Lender or any other Person under or in connection with
this Agreement or any other Credit Document except (i) as specifically provided
in this Agreement or any other Credit Document and (ii) as specifically
requested from time to time in writing by any Lender with respect to a specific
document, instrument, notice or other written communication received by and in
the possession of the Administrative Agent at the time of receipt of such
request and then only in accordance with such specific request.


                                     -208-


          12.13 Special Appointment of Collateral Agent (Germany). (a) Without
prejudice to the generality of Section 12.11:

          (i) each Lender hereby appoints, on the terms hereof, and each Hedging
     Creditor (as defined in the U.S. Security Agreement) by its acceptance of
     the benefits of the German Security (as defined below) and by notice in
     writing to the Collateral Agent to that effect hereby appoints, on the
     terms hereof, the Collateral Agent as trustee (Treuhaender), agent and
     administrator for the purpose of holding on trust (Treuhand), accepting,
     administering and enforcing the German Security for and on behalf of the
     Lenders and the other Secured Creditors;

          (ii) the Collateral Agent accepts its appointment as a trustee
     (Treuhaender), agent and administrator of the German Security on the terms
     and subject to the conditions set out in this Agreement;

          (iii) the Secured Creditors agree that, in relation to the German
     Security, no Secured Creditor shall exercise any independent power to
     enforce any German Security or take any other action in relation to the
     enforcement of the German Security, or make or receive any declarations in
     relation thereto.

          (b) The Collateral Agent shall:

          (i) hold and administer any German Security which is security assigned
     or otherwise transferred (Sicherungsubereignung/Sicherungsabtretung) under
     German law under a non-accessory security right (nicht akzessorische
     Sicherheit) to it as a trustee (Treuhaender) for the benefit of the Secured
     Creditors; and

          (ii) administer any German Security which is pledged under German law
     (Verpfaendung) or otherwise transferred in accordance with German law to
     any of the Secured Creditors under an accessory security right
     (akzessorische Sicherheit).

          "German Security" means the assets the subject of a security document
which is governed by German Law. Each Secured Creditor hereby authorizes the
Collateral Agent to accept, as its representative (Stellvertreter), any German
Security created in favor of such Secured Creditor.

          (c) Furthermore, each Secured Creditor hereby authorizes
(bevollmaechtigt) the Collateral Agent (with the right of sub-delegation) to
enter into any documents evidencing German Security and to make and accept all
declarations and take all actions as it considers necessary or useful in
connection with any German Security on behalf of such Secured Creditor. The
Collateral Agent shall further be entitled to rescind, amend and/or execute new
and different documents securing the German Security. The Collateral Agent is
released from the restrictions arising under Clause 181 of the German Civil Code
(Buergerliches Gesetzbuch) (restrictions on self-dealing).

          12.14 Special Provisions Relating to Canadian Security Documents. (a)
For greater certainty, and without limiting the powers of the Collateral Agent
hereunder or under any of the Foreign Security Documents, each of the Bermuda
Borrower and the Secured Creditors


                                     -209-



hereby acknowledges that the Collateral Agent is, for purposes of holding any
security granted by Dole Foods of Canada Ltd. ("Dole Canada") on the property of
Dole Canada pursuant to the laws of the Province of Quebec, the holder of an
irrevocable power of attorney (fonde de pouvoir) (within the meaning of the
Civil Code of Quebec) for all present and future Secured Creditors and in
particular for all present and future holders of the bond issued by Dole Canada
in favor of the Collateral Agent (the "Canadian Bond"). Each of the Agents and
Lenders (for themselves as Secured Creditors and for the Other Creditors (as
defined in the security agreement governed by the laws of the Province of
Ontario executed by Dole Canada (the "Canadian Security Agreement")) hereby
irrevocably confirms the constitution of and constitutes, to the extent
necessary, the Collateral Agent as the holder of an irrevocable power of
attorney (fonde de pouvoir) (within the meaning of Article 2692 of the Civil
Code of Quebec) in order to hold security granted by Dole Canada in the Province
of Quebec to secure the Canadian Bond. The acceptance of an assignment by an
assignee of a Secured Creditor shall be deemed to have confirmed and ratified
the constitution of the Collateral Agent as the holder of such irrevocable power
of attorney (fonde de pouvoir). For greater certainty, by their acceptance of
the benefits of the Canadian Security Agreement, each of the Other Creditors (as
defined in the Canadian Security Agreement) shall be deemed to have confirmed
and ratified the appointment of the Collateral Agent for purposes of the Bond
and the Bond pledge agreement to be entered into by Dole Canada pursuant to the
laws of the Province of Quebec. Notwithstanding the provisions of Section 32 of
An Act respecting the special powers of legal persons (Quebec), each of the
Bermuda Borrower, the Agents and the Lenders (for themselves as Secured
Creditors and for the Other Creditors) agree that the Collateral Agent may
acquire and be the holder of the Canadian Bond. The Bermuda Borrower hereby
acknowledges that the Canadian Bond constitutes a title of indebtedness, as such
term is used in Article 2692 of the Civil Code of Quebec.

          (b) Each Lender irrevocably consents to the amendment of the Canadian
Security Agreement pursuant to the acknowledgement, confirmation and amendment
of security dated as of the date hereof between Dole Canada and the Collateral
Agent.

          12.15 Special Appointment of Collateral Agent (Italy). (a) Without
prejudice to the generality of Section 12.11:

          (i) each Lender (including, without limitation, each Lender which is a
     Hedging Creditor (as defined in the Foreign Subsidiaries Guaranty)) (as
     "mandante" under Italian law), by executing this Agreement, irrevocably
     appoints the Collateral Agent to act as agent ("mandatario con
     rappresentanza" under Italian law) under and in connection with the Foreign
     Security Documents governed by Italian law (collectively, the "Italian
     Collateral Documents") and irrevocably authorizes the Collateral Agent (x)
     to execute on its behalf the Italian Collateral Documents, and (y) to
     perform the duties and to exercise the rights, powers and discretions that
     are specifically delegated to it under or in connection with the Italian
     Collateral Documents, together with any other incidental rights, powers and
     discretions; and

          (ii) each Lender (including, without limitation, each Lender which is
     a Hedging Creditor (as defined in the Foreign Subsidiaries Guaranty))
     irrevocably authorizes the Collateral Agent for and on its behalf to
     exercise the rights, powers and


                                     -210-



     discretions which are specifically delegated to it by the terms of the
     Italian Collateral Documents and this Agreement, together with all rights,
     powers and discretions which are incidental thereto and to give any
     discharge for any monies payable under the Italian Collateral Documents.

          (b) Notwithstanding Section 13.08 hereof, the provisions of this
Section 12.15 shall be governed by Italian law.

          12.16 Continuing Indemnities for Original Agents. Notwithstanding the
Amendment and Restatement of the Original Credit Agreement, the parties hereto
understand and agree that all indemnities provided pursuant to the Original
Credit Agreement (whether by the Original Lenders, the Borrowers or any other
Credit Party) shall continue in full force and effect in accordance with the
terms of the Original Credit Agreement, for any actions or occurrences prior to
the Restatement Effective Date, in accordance with the terms of the Original
Credit Agreement. Any indemnities pursuant to the preceding sentence shall be in
addition to any applicable indemnities hereunder.

          Section 13. Miscellaneous.

          13.01 Payment of Expenses, etc. The Credit Agreement Parties jointly
and severally agree to: (i) whether or not the transactions herein contemplated
are consummated, pay all reasonable out-of-pocket costs and expenses of the
Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the
Deposit Bank (including, without limitation, the reasonable fees and
disbursements of White & Case LLP and local and foreign counsel) in connection
with the negotiation, preparation, execution, delivery and administration of
this Agreement and the other Credit Documents (including, without limitation,
with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco
Prepayment Consummation and the administration of the Credit-Linked Deposit
Account and the Credit-Linked Deposits) and the documents and instruments
referred to herein and therein and of the Administrative Agent and the
Collateral Agent in connection with any amendment, waiver or consent relating
hereto or thereto, and of each Agent in connection with its syndication efforts
with respect to this Agreement; provided, however, that the Credit Agreement
Parties shall not be obligated to pay legal fees and expenses of counsel
incurred in connection with the initial negotiation, preparation, execution and
delivery of the Credit Documents other than the legal fees and expenses of White
& Case LLP, and such other local and foreign counsel as may be engaged by the
Administrative Agent to address issues arising in connection with the
Transaction and/or to prepare security documentation governed by local or
foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each
Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the
Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in
connection with the enforcement of the Credit Documents and the documents and
instruments referred to therein or entered into or delivered in connection
therewith (including, without limitation, the reasonable fees and disbursements
of counsel) and the protection of the rights of each Agent, the Collateral
Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco
Paying Agent, the Deposit Bank and each of the Lenders thereunder (including,
without limitation, the reasonable fees and disbursements of counsel (including
in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender,
each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit
Bank and each of the


                                     -211-



Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each
Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent,
the Deposit Bank and each of the Lenders harmless from and against any and all
present and future stamp, documentary, transfer, sales and use, value added,
excise and other similar taxes with respect to the foregoing matters, the
performance of any obligation under this Agreement or any other Credit Document
or any payment thereunder, and save each of the Agents, the Collateral Agent,
each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying
Agent, the Deposit Bank and each of the Lenders harmless from and against any
and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to the Agents, the Collateral Agent, such
Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent,
the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each
Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the
Intermediate Holdco Paying Agent, the Deposit Bank each Lender, each affiliate
of the foregoing Persons and their respective officers, directors, employees,
representatives, trustees, advisors, and agents (each, an "Indemnified Person")
from and hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, costs, expenses and disbursements incurred by, imposed on or assessed
against any of them as a result of, or arising out of, or in any way related to,
or by reason of, (a) any investigation, litigation or other proceeding (whether
or not any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty
Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is
a party thereto and whether or not any such investigation, litigation or other
proceeding is between or among any Agent, the Collateral Agent, any Issuing
Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the
Deposit Bank any Lender, any Credit Party or any third Person or otherwise)
related to the entering into and/or performance of this Agreement or any other
Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate
Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans
hereunder or the Transaction or the consummation of any other transactions
contemplated by any Document or the exercise or enforcement of any of their
rights or remedies provided herein or in the other Credit Documents (but
excluding any such liabilities, obligations, losses, damages, penalties, claims,
actions, costs, expenses and disbursements to the extent incurred by reason of
the gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision) of the Person to
be indemnified), or (b) the actual or alleged presence of Hazardous Materials in
the air, surface water or groundwater or on the surface or subsurface of any
Real Property at any time owned, leased or operated by any Credit Party or any
of its Subsidiaries, the Release, generation, storage, transportation, handling
or disposal of Hazardous Materials at any location, whether or not owned, leased
or operated by any Credit Party or any of its Subsidiaries, the non-compliance
of any Real Property with foreign, federal, state and local laws, regulations,
and ordinances (including applicable permits thereunder) applicable to any Real
Property, or any Environmental Claim in connection with or relating to any
Credit Party, any of its Subsidiaries or any of their operations or activities
or any Real Property at any time owned, leased or operated by any Credit Party
or any of its Subsidiaries, in each case, including, without limitation, the
reasonable fees and disbursements of counsel and independent consultants
incurred in connection with any such investigation, litigation or other
proceeding (but excluding any such liabilities, obligations, losses, damages,
penalties, claims, actions, costs, expenses and disbursements to the extent
incurred by reason of the gross negligence or willful misconduct (as determined
by a court of competent jurisdiction in a final


                                     -212-



and non-appealable decision) of the Person to be indemnified)). To the extent
that the undertaking to indemnify, pay or hold harmless any Agent, the
Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate
Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, the Credit Agreement Parties hereby agree to make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.

          13.02 Right of Setoff. (a) In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, each Agent, each
Issuing Lender, each Bank Guaranty Issuer, each Lender and the Collateral Agent
is hereby authorized at any time or from time to time, without presentment,
demand, protest or other notice of any kind to Holdings or any of its
Subsidiaries or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by such Agent,
such Issuing Lender, Bank Guaranty Issuer, such Lender or the Collateral Agent
(including, without limitation, by branches and agencies of such Agent, such
Issuing Lender, such Bank Guaranty Issuer, such Lender or the Collateral Agent
wherever located) to or for the credit or the account of Holdings or any of its
Subsidiaries against and on account of the Obligations and liabilities of
Holdings or such Subsidiary, as the case may be, to such Agent, such Issuing
Lender, such Bank Guaranty Issuer, such Lender or the Collateral Agent under
this Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by such Lender pursuant to
Section 13.06(b), all participations by any Lender in Letters of Credit, Bank
Guaranties as required pursuant to the provisions of this Agreement and all
other claims of any nature or description arising out of or connected with this
Agreement or any other Credit Document, irrespective of whether or not such
Agent, such Issuing Lender, such Bank Guaranty Issuer, such Lender or the
Collateral Agent shall have made any demand hereunder and although said
Obligations shall be contingent or unmatured. Each Borrower agrees that any
Lender purchasing participations in one or more Letters of Credit or Bank
Guaranties issued to it as required by the provisions of this Agreement, or
purchasing participations as required by Section 13.06(b), may, to the fullest
extent permitted by law, exercise all rights (including without limitation the
right of setoff) with respect to such participations as fully as if such Lender
is a direct creditor of such Borrower with respect to such participations in the
amount thereof.

          (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE
LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN
CALIFORNIA, NO LENDER OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A RIGHT OF
SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR
INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE
UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR APPROVED IN
WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING
WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF
THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR


                                     -213-



THE VALIDITY, PRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL
AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND
OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE
ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE
REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS
SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE
ADMINISTRATIVE AGENT HEREUNDER.

          13.03 Notices. (a) Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to any Credit
Agreement Party, at the address specified opposite its signature below; if to
any Lender, at its address specified for such Lender on Schedule II; and if to
the Administrative Agent, at its Notice Office; or, as to any Credit Agreement
Party or any of the Agents, at such other address as shall be designated by such
party in a written notice to the other parties hereto and, as to each Lender, at
such other address as shall be designated by such Lender in a written notice to
Holdings and the Administrative Agent. All such notices and communications shall
be mailed, telegraphed, telexed, telecopied or cabled or sent by overnight
courier, and shall be effective when received.

          (b) Without in any way limiting the obligation of Holdings and its
Subsidiaries to confirm in writing any telephonic notice permitted to be given
hereunder, any Agent, any Issuing Lender (in the case of the issuance of a
Letter of Credit) or any Bank Guaranty Issuer (in the case of the issuance of a
Bank Guaranty), as the case may be, may prior to receipt of written confirmation
act without liability upon the basis of such telephonic notice, believed by such
Agent, such Issuing Lender or such Bank Guaranty Issuer in good faith to be from
an Authorized Officer. In each such case, Holdings and each of the Borrowers
hereby waive the right to dispute such Agent's, or such Issuing Lender's or such
Bank Guaranty Issuer's record of the terms of such telephonic notice.

          13.04 Benefit of Agreement. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, no Credit Agreement Party may
assign or transfer any of its rights, obligations or interest hereunder or under
any other Credit Document without the prior written consent of each of the
Lenders and, provided, further, that, although any Lender may (without the
consent of any Credit Party) transfer, assign or grant participations in its
rights hereunder, such Lender shall remain a "Lender" for all purposes hereunder
(and may not transfer or assign all or any portion of its Commitments or Loans
hereunder except as provided in Section 13.04(b)) and the transferee, assignee
or participant, as the case may be, shall not constitute a "Lender" hereunder
and, provided, further, that no Lender shall transfer or grant any participation
under which the participant shall have rights to approve any amendment to or
waiver of this Agreement or any other Credit Document except (I) to the extent
such amendment or waiver would (i) extend the final scheduled maturity of any
Loan, Note, Letter of Credit or Bank Guaranty (unless such Letter of Credit or
Bank Guaranty is not extended beyond the CL Maturity Date) in which such
participant is participating, or reduce the rate or extend the time of payment
of interest or Fees thereon (except in connection with a waiver of applicability
of any


                                     -214-



post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant's participation over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Total Commitment or of a
mandatory repayment of Loans shall not constitute a change in the terms of such
participation, that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof and that any amendment or modification to the
financial definitions in this Agreement shall not constitute a reduction in any
rate of interest or fees for purposes of this clause (i), notwithstanding the
fact that such amendment or modification actually results in such a reduction),
(ii) consent to the assignment or transfer by any Credit Agreement Party of any
of its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Security Documents) supporting the Obligations in
which such participant is participating and (II) that, solely in the case of a
participant (each, a "Voting Participant") which (x) has purchased a
participation interest in such Lender's Commitments and/or outstanding Term
Loans in a minimum aggregate amount (without duplication) of at least $2,000,000
on or after the Restatement Effective Date and (y) is (A) designated by such
Lender to the U.S. Borrower and the Administrative Agent by written notice (a
"Voting Participant Notice") as being entitled to be accorded the rights of a
"voting" participant hereunder, (B) approved by the U.S. Borrower and the
Administrative Agent (such approvals not to be unreasonably withheld or delayed)
and (C) not a Disqualified Voting Participant, such participant shall be
entitled to vote with respect to each Tranche in which it holds a participation
from such Lender (and the voting rights of such Lender for each such Tranche
shall be correspondingly reduced), on a Dollar basis, as if such participant
were a Lender under such Tranche on any matter requiring or allowing such Lender
to provide or withhold its consent or to otherwise vote on any proposed action
(with any Voting Participant Notice, with respect to any Voting Participant, to
be effective only if same (a) states the full legal name of such Voting
Participant, as well as the relevant contact information and administrative
details for such Voting Participant, and (b) states the Dollar amount of the
participation interest in each Tranche purchased). In the case of any such
participation, the participant shall not have any rights under this Agreement or
any of the other Credit Documents (the participant's rights against such Lender
in respect of such participation to be those set forth in the agreement executed
by such Lender in favor of the participant relating thereto) and all amounts
payable by the Borrowers hereunder shall be determined as if such Lender had not
sold such participation; provided that a Voting Participant shall have the
voting rights to which it is entitled as described in the preceding sentence.

          (b) Notwithstanding the foregoing, any Lender (or any Lender together
with one or more other Lenders) may (x) assign all or a portion of its
outstanding Term Loans and/or Credit-Linked Commitments (and related outstanding
Obligations (and Credit-Linked Deposit, if applicable) hereunder) to (i) its
parent company and/or any affiliate of such Lender which is at least 50% owned
by such Lender or its parent company, (ii) one or more Lenders or (iii) in the
case of any Lender that is a fund that invests in bank loans, any other fund
that invests in bank loans and is managed by the same investment advisor of a
Lender or by an Affiliate of such investment advisor or (y) assign all, or if
less than all, a portion equal to at least (A) $1,000,000 in the aggregate for
the assigning Lender or assigning Lenders, of such outstanding principal amount
of Term Loans hereunder and (B) $1,000,000 in the aggregate for the assigning
Lender or assigning Lenders, of such Credit-Linked Commitments and related
Credit-Linked Deposit


                                     -215-



and Obligations, in each case, to one or more Eligible Transferees (treating (I)
any fund that invests in bank loans and (II) any other fund that invests in bank
loans and is managed by the same investment advisor as such fund or by an
Affiliate of such investment advisor, as a single Eligible Transferee), each of
which assignees shall become a party to this Agreement as a Lender by execution
of an Assignment and Assumption Agreement, provided that (i) at such time
Schedule I shall be deemed modified to reflect the outstanding Term Loans and/or
Credit-Linked Commitments, as the case may be, of such new Lender and of the
existing Lenders, (ii) upon the request of the respective Lender and upon the
surrender of the old Notes (if any), new Notes will be issued, at the Borrowers'
expense, to such new Lender and to the assigning Lender, such new Notes to be in
conformity with the requirements of Section 1.05 (with appropriate
modifications) to the extent needed to reflect the revised outstanding Term
Loans, as the case may be, (iii) except in the case of assignments by the Agents
in connection with their syndication of this Agreement, the consent of the
Administrative Agent and, so long as no Default or Event of Default then exists
and is continuing, the U.S. Borrower shall be required in connection with any
such assignment pursuant to clause (y) of this Section 13.04(b) (which consent
shall not be unreasonably withheld or delayed) and (iv) Administrative Agent
shall receive at the time of each such assignment, from the assigning or
assignee Lender, the payment of a non-refundable assignment fee of $3,500 and,
provided, further, that such transfer or assignment will not be effective until
recorded by the Administrative Agent on the Register pursuant to Section 13.17.
To the extent of any assignment pursuant to this Section 13.04(b), the assigning
Lender shall be relieved of its obligations hereunder with respect to its
assigned Commitments (and, in the case of an assignment of Credit-Linked
Commitments, will lose its rights with respect to the assigned CL Percentage in
its Credit-Linked Deposit) and/or outstanding Term Loans, as the case may be. At
the time of each assignment pursuant to this Section 13.04(b) to a Person which
is not already a Lender hereunder and which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for Federal income tax
purposes, the respective assignee Lender shall, to the extent legally entitled
to do so, provide to the U.S. Borrower and the Administrative Agent the
appropriate Internal Revenue Service Forms (and, if applicable, a Section
4.04(b)(ii) Certificate) described in Section 4.04(b)(ii) to the extent such
forms would provide a complete exemption from or reduction in United States
withholding tax. To the extent that an assignment of all or any portion of a
Lender's Commitments and related outstanding Obligations pursuant to Section
1.13 or this Section 13.04(b) would, at the time of such assignment, result in
increased costs under Section 1.10, 1.11, 2A.06, 2B.06, or 4.04 from those being
charged by the respective assigning Lender prior to such assignment, then the
Borrowers shall not be obligated to pay such increased costs (although the
Borrowers, in accordance with and pursuant to the other provisions of this
Agreement, shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
assignment). Notwithstanding anything to the contrary contained above, at any
time after the termination of the Total Credit-Linked Commitment, if any Letters
of Credit or Bank Guaranties remain outstanding, assignments may be made as
provided above, except that the respective assignment shall be of a portion of
the respective CL Lender's participation in Letters of Credit and Bank
Guaranties (and the related share of its Credit-Linked Deposit), although any
such assignment effected after the termination of the Total Credit-Linked
Commitment shall not release the assigning CL Lender from its obligations as a
participant with respect to outstanding Letters of Credit or Bank Guaranties
(although the respective assignee may agree, as between itself and the
respective assigning CL Lender, that it shall be responsible for such amounts).
The Credit-Linked Deposit


                                     -216-



funded by any CL Lender shall not be released in connection with any assignment
of its Credit-Linked Commitment, but shall instead be purchased (to the extent
of the CL Percentage so assigned) by the relevant assignee and continue to be
held for application (if not already applied) pursuant to Section 2 in respect
of such assignee's obligations under the Credit-Linked Commitment assigned to
it.

          (c) Nothing in this Agreement shall prevent or prohibit any Lender
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank and, without
the consent of the Administrative Agent or any Credit Agreement Party, any
Lender which is a fund may pledge all or any portion of its Notes or Loans to
its trustee or to a collateral agent or to another creditor providing credit or
credit support to such Lender in support of its obligations to such trustee,
such Collateral Agent or a holder of, or any other representative of a holder
of, such obligations, or such other creditor, as the case may be. No pledge
pursuant to this clause (c) shall release the transferor Lender from any of its
obligations hereunder or substitute (by foreclosure or otherwise) any such
pledge or assignee for such Lender as a party hereto.

          13.05 No Waiver; Remedies Cumulative. No failure or delay on the part
of any Agent, the Collateral Agent or any Lender in exercising any right, power
or privilege hereunder or under any other Credit Document and no course of
dealing between any Credit Party and any Agent, the Collateral Agent or any
Lender shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder or under any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which any Agent, the Collateral Agent or any Lender would otherwise
have. No notice to or demand on any Credit Party in any case shall entitle any
Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of any Agent, the Collateral
Agent or any Lender to any other or further action in any circumstances without
notice or demand.

          13.06 Payments Pro Rata. (a) The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of any Credit Party
in respect of any Obligations of such Credit Party, it shall, except as
otherwise provided in this Agreement, distribute such payment to the Lenders
(other than any Lender that has consented in writing to waive its pro rata share
of such payment) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

          (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Lenders is in a greater proportion than
the total of such Obligation then owed and due to such Lender bears to the total
of such Obligation then owed and due to all of the Lenders immediately prior to
such receipt, then such Lender receiving such excess payment shall purchase for
cash without recourse or warranty from the other Lenders an interest in the
Obligations of the respective Credit Party to such Lenders in such amount as
shall result in


                                     -217-



a proportional participation by all of the Lenders in such amount; provided that
if all or any portion of such excess amount is thereafter recovered from such
Lender, such purchase shall be rescinded and the purchase price restored to the
extent of such recovery, but without interest.

          (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

          13.07 Calculations; Computations. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with U.S. GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the U.S. Borrower to the Lenders), provided that (i) except as otherwise
specifically provided herein, all computations determining the Excess Cash Flow,
the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with
Sections 4, 8.15 and 9, including in each case definitions used therein, shall,
in each case, utilize United States accounting principles and policies in effect
at the time of the preparation of, and in conformity with those used to prepare,
the historical consolidated audited financial statements of the U.S. Borrower
delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004, (ii)
to the extent expressly required pursuant to the provisions of this Agreement,
certain calculations shall be made on a Pro Forma Basis and (iii) for purposes
of determining compliance with any incurrence or expenditure tests set forth in
Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred
or expended in a currency other than Dollars) shall be converted into Dollars on
the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same
does not provide such exchange rates, on such other basis as is reasonably
satisfactory to the Administrative Agent) as in effect on the date of such
incurrence or expenditure under any provision of any such Section that has an
aggregate Dollar limitation provided for therein (and to the extent the
respective incurrence or expenditure test regulates the aggregate amount
outstanding at any time and it is expressed in terms of Dollars, all outstanding
amounts originally incurred or spent in currencies other than Dollars shall be
converted into Dollars on the basis of the exchange rates (as shown on Reuters
ECB page 37 or, if same does not provide such exchange rates, on such other
basis as is reasonably satisfactory to the Administrative Agent) as in effect on
the date of any new incurrence or expenditures made under any provision of any
such Section that regulates the Dollar amount outstanding at any time).

          (b) All computations of interest and Fees hereunder shall be made on
the basis of a year of 360 days for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest or Fees are payable.

          13.08 Governing Law; Submission to Jurisdiction; Venue. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN CERTAIN
OF THE SUBSIDIARIES GUARANTIES AND SECURITY DOCUMENTS, BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal
action or proceeding with respect to this Agreement or any other Credit Document
may be brought in the courts of the State of New York or of the United States
for the Southern District of New York, in


                                     -218-



each case located within the City of New York and, by execution and delivery of
this Agreement, each Credit Agreement Party hereby irrevocably accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. Each Credit Agreement Party hereby
irrevocably designates, appoints and empowers Corporation Service Company, with
offices on the Restatement Effective Date at 80 State Street, Albany, NY 12207,
as its designee, appointee and agent to receive, accept and acknowledge for and
on its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents which may be served in any such action
or proceeding. If for any reason such designee, appointee and agent shall cease
to be available to act as such, each Credit Agreement Party agrees to designate
a new designee, appointee and agent in New York City on the terms and for the
purposes of this provision reasonably satisfactory to the Administrative Agent
under this Agreement. Each Credit Agreement Party hereby further irrevocably
waives any claim that any such courts lack jurisdiction over such Credit
Agreement Party, and agrees not to plead or claim, in any legal action or
proceeding with respect to this Agreement or any other Credit Document brought
in any of the aforesaid courts, that any such court lacks jurisdiction over such
Credit Agreement Party. Each Credit Agreement Party further irrevocably consents
to the service of process in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such Credit
Agreement Party, as the case may be, at its address for notices pursuant to
Section 13.03, such service to become effective 30 days after such mailing. Each
Credit Agreement Party hereby irrevocably waives any objection to such service
of process and further irrevocably waives and agrees not to plead or claim in
any action or proceeding commenced hereunder or under any other Credit Document
that service of process was in any way invalid or ineffective. Nothing herein
shall affect the right of any Agent, the Collateral Agent, any Lender or the
holder of any Note to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against any Credit Agreement
Party in any other jurisdiction.

          (b) EACH CREDIT AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF
THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

          13.09 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts executed by all the parties hereto shall be lodged with each Credit
Agreement Party and the Administrative Agent.

          13.10 Effectiveness. This Agreement shall become effective (subject to
the immediately succeeding sentence) on the date (the "Restatement Effective
Date") on which (i) each Credit Agreement Party, Original Lenders constituting
the Original Required Lenders, each Consenting Tranche C Term Loan Lender, each
Lender with a Tranche B Term Loan


                                     -219-



Commitment, each Lender with a Tranche C Term Loan Commitment, each Lender with
a Credit-Linked Commitment, each Agent, each Issuing Lender of an Existing
Letter of Credit, each Bank Guaranty Issuer of an Existing Bank Guaranty and the
Lead Arranger shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same (including by way of
facsimile transmission) to the Administrative Agent and (ii) the other
conditions contained in Sections 5 and 6 are met to the satisfaction of the
Administrative Agent and the Required Lenders. Notwithstanding anything to the
contrary contained in the immediately preceding sentence, any amendments to the
Original Credit Agreement effected pursuant to the amendment and restatement
thereof on the Restatement Effective Date pursuant to this Agreement, to the
extent requiring the consent of Original Lenders in excess of that required to
meet the definition of Original Required Lenders, shall instead become effective
on the Restatement Effective Date, but immediately after giving effect thereto
(at which time 100% of the Lenders hereunder, after giving effect to the
prepayments required on the Restatement Effective Date, shall provide such
consents by their execution and delivery of copies hereof). Unless the
Administrative Agent has received actual notice from any Lender that the
conditions contained in Sections 5 and 6 have not been met to its satisfaction,
upon the satisfaction of the condition described in clause (i) of the
immediately preceding sentence and upon the Administrative Agent's good faith
determination that the conditions described in clause (ii) of the immediately
preceding sentence have been met, then the Restatement Effective Date shall be
deemed to have occurred, regardless of any subsequent determination that one or
more of the conditions thereto had not been met (although the occurrence of the
Restatement Effective Date shall not release any Credit Party from any liability
for failure to satisfy one or more of the applicable conditions contained in
Section 5 or 6). The Administrative Agent will give each Credit Agreement Party
and each Lender prompt written notice of the occurrence of the Restatement
Effective Date.

          13.11 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

          13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Lenders, provided that no such change, waiver, discharge or termination
shall, without the consent of each Lender (other than a Defaulting Lender) (with
Obligations being directly affected thereby in the case of the following clause
(i)), (i) extend the final scheduled maturity of any Loan or Note or extend the
stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity
Date or extend the duration of any Interest Period beyond six months, or reduce
the rate or extend the time of payment of interest (other than as a result of
any waiver of the applicability of any post-default increase in interest rates)
or Fees thereon, or reduce the principal amount thereof (except to the extent
paid in cash) (it being understood that any amendment or modification to the
financial definitions in this Agreement shall not constitute a reduction in any
rate of interest or fees for purposes of this clause (i), notwithstanding the
fact that such amendment or modification actually results in such a reduction),
(ii) release all or substantially all of the Collateral (except as expressly
provided in the Credit Documents) under all the Security Documents, (iii) amend,
modify or waive any provision of this Section 13.12 (except for technical
amendments with


                                     -220-



respect to additional extensions of credit pursuant to this Agreement which
afford the protections to such additional extensions of credit of the type
provided to the Term Loans and Credit-Linked Commitments on the Restatement
Effective Date), (iv) reduce the percentage specified in the definition of
Required Lenders (it being understood that, with the consent of the Required
Lenders, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Lenders on substantially the same
basis as the extensions of Term Loans and Credit-Linked Commitments are included
on the Restatement Effective Date), (v) consent to the assignment or transfer by
any Credit Agreement Party of any of its rights and obligations under this
Agreement, or (vi) release any Credit Agreement Party Guaranty or waive
compliance by any Credit Agreement Party with its payment obligations under its
Credit Agreement Party Guaranty; provided, further, that no such change, waiver,
discharge or termination shall (p) amend, modify or waive any condition
precedent set forth in Section 6 with respect to the issuance of Letters of
Credit or Bank Guaranties, without the written consent of the Majority Lenders
holding Credit-Linked Commitments, (q) increase the Commitments of any Lender
over the amount thereof then in effect without the consent of such Lender (it
being understood that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default or of a mandatory reduction in the
Total Commitment shall not constitute an increase of the Commitment of any
Lender, and that an increase in the available portion of any Commitment of any
Lender shall not constitute an increase in the Commitment of such Lender), (r)
without the consent of each Issuing Lender affected and Bank Guaranty Issuer
thereby, amend, modify or waive any provision of Section 2 or alter its rights
or obligations with respect to Letters of Credit or Bank Guaranties, (s) without
the consent of the Administrative Agent, amend, modify or waive any provision of
Section 12 as same applies to the Administrative Agent or any other provision as
same relates to the rights or obligations of the Administrative Agent, (t)
without the consent of each Agent affected thereby, amend, modify or waive any
provision of Section 12 as same applies to such Agent or any other provision as
same relates to the rights or obligations of such Agent, (u) without the consent
of the Collateral Agent, amend, modify or waive any provision relating to the
rights or obligations of the Collateral Agent, (v) except in cases where
additional extensions of term loans are being afforded substantially the same
treatment afforded to the Term Loans pursuant to this Agreement as in effect on
the Restatement Effective Date, without the consent of the Majority Lenders of
each Tranche which is being allocated a lesser prepayment, repayment or
commitment reduction as a result of the actions described below, alter the
required application of any prepayments or repayments (or commitment reduction),
as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding
Section 4.02(b)) (although the Required Lenders may waive, in whole or in part,
any such prepayment, repayment or commitment reduction, so long as the
application, as amongst the various Tranches, of any such prepayment, repayment
or commitment reduction which is still required to be made is not altered), (w)
without the consent of the Majority Lenders of the respective Tranche affected
thereby, amend the definition of Majority Lenders (it being understood that,
with the consent of the Required Lenders, additional extensions of credit
pursuant to this Agreement may be included in the determination of the Majority
Lenders on substantially the same basis as the extensions of Loans and
Commitments are included on the Restatement Effective Date), (x) except in cases
where additional extensions of credit are being afforded substantially the same
treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to
Section 1.14 (as in effect on the Restatement Effective Date) and except for
technical amendments which are consistent with the intent of the provisions of
such


                                     -221-



Section and do not adversely affect the protections afforded to the Lenders
pursuant to said Section, without the consent of the Majority Lenders of each
Tranche adversely affected thereby, amend, modify or waive any provisions of
Section 1.14; (y) without the consent of the Supermajority Lenders of the
respective affected Tranche, reduce the amount of or extend the date of, any
Scheduled Repayment under such Tranche (except that, if additional Loans are
made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may
be increased on a proportionate basis without the consent otherwise required by
this clause (y)), or amend the definition of Supermajority Lenders (it being
understood that, with the consent of the Required Lenders, additional extensions
of credit pursuant to this Agreement may be included in the determination of the
Supermajority Lenders on substantially the same basis as the extensions of Loans
and Commitments are included on the Restatement Effective Date) or (z) without
the consent of (A) the Deposit Bank, amend, modify or waive any provision
relating to the rights or obligations of the Deposit Bank or (B) the
Intermediate Holdco Paying Agent, amend, modify or waive any provision relating
to the rights or obligations of the Intermediate Holdco Paying Agent.
Notwithstanding anything to the contrary contained above in this Section
13.12(a), the Administrative Agent and/or the Collateral Agent shall be
permitted (x) to enter into such amendments and/or modifications to the Foreign
Subsidiaries Guaranty and the Foreign Security Documents which may be required
in the discretion of the Administrative Agent and/or the Collateral Agent which
are of a technical nature and/or are, in the judgment of the Collateral Agent,
required by applicable law, in the interests of the Secured Creditors or (in the
case of Foreign Security Documents) necessary or desirable to preserve,
maintain, perfect and/or protect the security interests purported to the granted
by the respective Foreign Security Documents and (y) to enter into such releases
of Collateral pledged pursuant to Foreign Security Documents as may be
reasonably requested by the U.S. Borrower for legitimate operational reasons
(e.g., the transfer of Property from one jurisdiction to another), so long as
the Fair Market Value of all Collateral so subject to release (as determined in
good faith by the U.S. Borrower) at any time does not exceed $5,000,000.

          (b) If, in connection with any proposed change, waiver, discharge or
termination of or to any of the provisions of this Agreement as contemplated by
clauses (i) through (v), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then Holdings
shall have the right, so long as all non-consenting Lenders whose individual
consent is required are treated as described in either clause (A) or (B) below,
to either (A) replace each such non-consenting Lender or Lenders (or, at the
option of Holdings if the respective Lender's consent is required with respect
to less than all Tranches (or related Commitments), to replace only the
respective Tranche or Tranches of Commitments (and related Obligations and, if
applicable, Credit-Linked Deposits) and/or Loans of the respective
non-consenting Lender which gave rise to the need to obtain such Lender's
individual consent) with one or more Replacement Lenders pursuant to Section
1.13 so long as at the time of such replacement, each such Replacement Lender
consents to the proposed change, waiver, discharge or termination or (B)
terminate each Credit-Linked Commitment and/or Incremental Term Loan Commitment
of such non-consenting Lender (if such Lender's consent is required as a result
of such Credit-Linked Commitment and/or Incremental Term Loan Commitment),
and/or repay outstanding Obligations under each Tranche of such Lender which
gave rise to the need to obtain such Lender's consent, in accordance with
Sections 3.02(b) and/or 4.01, provided that, unless the Commitments which are
terminated and Loans and other Obligations which are repaid pursuant


                                     -222-



to preceding clause (B) are immediately replaced in full at such time through
the addition of new Lenders or the increase of the Commitments and/or
outstanding Loans and of existing Lenders (who in each case must specifically
consent thereto), then in the case of any action pursuant to preceding clause
(B), the Required Lenders (determined both (x) after giving effect to the
proposed action and (y) as if the Commitments, Loans and related Obligations
being terminated and/or repaid (and not replaced) were not outstanding) shall
specifically consent thereto, provided, further, that Holdings shall not have
the right to replace a Lender, terminate its Commitment or repay its Loans or
other Obligations solely as a result of the exercise of such Lender's rights
(and the withholding of any required consent by such Lender) pursuant to the
second proviso to Section 13.12(a).

          (c) Notwithstanding anything to the contrary contained in clause (a)
above of this Section 13.12, the respective Borrower, the Administrative Agent
and each Incremental Loan Lender may, in accordance with the provisions of
Section 1.15, enter into an Incremental Term Loan Commitment Agreement, provided
that after the execution and delivery by the respective Borrower, the
Administrative Agent and each such Incremental Loan Lender of such Incremental
Term Loan Commitment Agreement, such Incremental Term Loan Commitment Agreement
may thereafter only be modified in accordance with the requirements of clause
(a) above of this Section 13.12.

          (d) For purposes of Section 13.12(a), (i) a Voting Participant shall
be deemed to be a "Lender" holding the portion of the Credit-Linked Commitment
(and related Obligations), Incremental Term Loan Commitment and/or outstanding
Term Loans of a given Tranche of any Lender (other than a Defaulting Lender) in
which it purchased a participation (and to have the voting rights of such Lender
for the respective such Tranche) and (ii) a Lender (other than a Defaulting
Lender) which has sold a participation in a portion of its Credit-Linked
Commitment (and related Obligations), Incremental Term Loan Commitment and/or
outstanding Term Loans of any Tranche to a Voting Participant shall be deemed to
hold a Credit-Linked Commitment (and related Obligations), Incremental Term Loan
Commitment or outstanding Term Loans of the respective Tranche, as the case may
be, in each case, as reduced by the amount of the participations therein sold to
a Voting Participant.

          13.13 Survival. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2A.06, 2B.06, 4.04, 12.07, 13.01 and 13.17,
shall survive the execution and delivery of this Agreement, the making of the
Loans and the issuance of the Letters of Credit and Bank Guaranties and
repayment in full of the Loans and the other Obligations. With respect to the
Original Lenders and Original Agents, all indemnities set forth in the Original
Credit Agreement, including without limitation, in Sections 1.10, 1.11, 2A.06,
2B.06, 4.04, 12.07, 13.01 and 13.17 thereof shall survive the amendment and
restatement of the Original Credit Agreement pursuant to this Agreement and the
repayment of any outstanding Obligations (as defined in the Original Credit
Agreement) thereunder, as fully as if same were set forth herein in their
entirety.

          13.14 Domicile of Loans and Commitments. Each Lender may transfer and
carry its Loans and/or Commitments at, to or for the account of any branch
office, subsidiary or affiliate of such Lender. Notwithstanding anything to the
contrary contained herein, to the extent that a transfer of Loans pursuant to
this Section 13.14 would, at the time of such transfer, result in increased
costs under Section 1.10, 1.11, 2A.06, 2B.06 or 4.04 from those being charged by


                                     -223-



the respective Lender prior to such transfer, then the Borrowers shall not be
obligated to pay such increased costs (although the Borrowers shall be obligated
to pay any other increased costs of the type described above resulting from
changes after the date of the respective transfer).

          13.15 Confidentiality. (a) Each of the Lenders agrees that it will use
its reasonable efforts not to disclose without the prior consent of any Credit
Agreement Party (other than to its directors, employees, auditors, counsel or
other professional advisors, to affiliates or to another Lender if the Lender or
such Lender's holding or parent company in its sole discretion determines that
any such party should have access to such information) any information with
respect to Holdings or any of its Subsidiaries which is now or in the future
furnished pursuant to this Agreement; provided that any Lender may disclose any
such information (a) as has become generally available to the public, (b) as may
be required or appropriate (x) in any report, statement or testimony submitted
to any municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or similar organizations (whether in the United
States or elsewhere) or their successors or (y) in connection with any request
or requirement of any such regulatory body, (c) as may be required or
appropriate in response to any summons or subpoena or in connection with any
litigation, (d) to comply with any law, order, regulation or ruling applicable
to such Lender, (e) to the extent reasonably required in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or the enforcement of rights hereunder and (f) to any creditor or
any prospective transferee or participant in connection with any contemplated
transfer or participation of any of the Obligations or any interest therein by
such Lender; provided that such creditor or prospective transferee or
participant agrees to be bound by this Section 13.15 to the same extent as such
Lender.

          (b) Each Credit Agreement Party hereby acknowledges and agrees that
each Lender may share with any of its affiliates or its investment advisors any
information related to Holdings or any of its Subsidiaries (including, without
limitation, any nonpublic customer information regarding the creditworthiness of
such entities), provided that such Persons shall be subject to the provisions of
this Section 13.15 to the same extent as such Lender and shall only use such
information in connection with matters relating to this Agreement.

          (c) Each Credit Agreement Party hereby represents and acknowledges
that, to the best of its knowledge, neither any Agent nor any Lender, nor any
employees or agents of, or other persons affiliated with, any Agent or any
Lender, have directly or indirectly made or provided any statement (oral or
written) to such Credit Agreement Party or to any of its employees or agents, or
other persons affiliated with or related to such Credit Agreement Party (or, so
far as such Credit Agreement Party is aware, to any other person), as to the
potential tax consequences of the Transaction.

          (d) Neither the Agents nor the Lenders provide accounting, tax or
legal advice. Notwithstanding any express or implied claims of exclusivity or
proprietary rights, each Credit Agreement Party, each Agent and each Lender
hereby agree and acknowledge that each Credit Agreement Party, each Agent and
each Lender (and each of their employees, representatives or other agents) are
authorized to disclose to any and all persons, beginning immediately upon
commencement of their discussions and without limitation of any kind, the tax


                                     -224-



treatment and tax structure of the Transaction, and all materials of any kind
(including opinions or other tax analyses) that are provided to any Credit
Agreement Party, any Agent or any Lender relating to such tax treatment and tax
structure. In this regard, each Credit Agreement Party, each Agent and each
Lender acknowledge and agree that the disclosure of the tax treatment and tax
structure of the Transaction is not limited in any way by an express or implied
understanding or agreement, oral or written (whether or not such understanding
or agreement is legally binding). For purposes of this authorization, "tax"
means United States Federal income tax, "tax treatment" means the purported or
claimed Federal income tax treatment of the transaction, and "tax structure"
means any fact that may be relevant to understanding the purported or claimed
Federal income tax treatment of the transaction. This paragraph is intended to
reflect the understanding of each Credit Agreement Party, each Agent and each
Lender that the Transaction is not a "confidential transaction" as that phrase
is used in Treasury Regulation Section 1.6011-4(b)(3)(i), and shall be
interpreted in a manner consistent therewith. Nothing herein is intended to
imply that any of each Credit Agreement Party, each Agent and each Lender made
or provided a statement, oral or written, to, or for the benefit of, any of each
other as to any potential tax consequences that are related to, or may result
from, the Transaction.

          13.16 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          13.17 Register. The Borrowers hereby designate the Administrative
Agent, and the Administrative Agent agrees, to serve as the Borrowers' agent,
solely for purposes of this Section 13.17, to maintain a register at one of its
offices in New York, New York (the "Register") on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of
the Lenders and each repayment in respect of the principal amount of the Loans
of each Lender. Failure to make any such recordation, or any error in such
recordation shall not affect the Borrowers' obligations in respect of such
Loans. With respect to any Lender, the transfer of the Commitments of such
Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Commitments and/or Loans prior to such recordation all amounts
owing to the transferor with respect to such Commitments and/or Loans shall
remain owing to the transferor. The registration of an assignment or transfer of
all or part of any Commitments and/or Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 13.04(b). Coincident with the delivery
of such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a
Commitment and/or Loan, or as soon thereafter as practicable, the assigning or
transferor Lender shall surrender the Note evidencing such Commitment and/or
Loan, and thereupon one or more new Notes in the same aggregate principal amount
shall be issued to the assigning or transferor Lender and/or the new Lender. The
registration of any provision of Incremental Term Loan Commitments pursuant to
Section 1.15 shall be recorded by the Administrative Agent on the Register only
upon the acceptance of the Administrative Agent of a properly executed and
delivered Incremental Term Loan Commitment


                                     -225-



Agreement. Coincident with the delivery of such Incremental Term Loan Commitment
Agreement for acceptance and registration of the provision of an Incremental
Term Loan Commitment, or as soon thereafter as practicable, to the extent
requested by such Incremental Term Loan Lenders, Incremental Term Notes shall be
issued, at the respective Borrower's expense, to such Incremental Term Loan
Lenders, to be in conformity with Section 1.05 (with appropriate modification)
to the extent needed to reflect the Incremental Term Loan Commitments and
outstanding Incremental Term Loans made by such Incremental Term Loan Lender.
The Borrowers agree to indemnify the Administrative Agent from and against any
and all losses, claims, damages and liabilities of whatsoever nature that may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 13.17.

          13.18 English Language. This Agreement and all other Credit Documents
shall be in the English language, except as required by applicable local law
and, with respect to each of the Security Documents governed by the laws of
Italy or otherwise related to Collateral located in Italy, as the Administrative
Agent may reasonably require (in which event certified English translations
thereof shall, upon the request of the Administrative Agent, be provided by
Holdings to the Administrative Agent). All documents, certificates, reports or
notices to be delivered or communications to be given or made by any party
hereto pursuant to the terms of this Agreement or any other Credit Document
shall be in the English language or, if originally written in another language,
shall, upon request of the Administrative Agent, be accompanied by an accurate
English translation upon which the other parties hereto shall have the right to
rely for all purposes of this Agreement and the other Credit Documents.

          13.19 Special Provisions Regarding Pledges of Equity Interests in, and
Promissory Notes Owed by, Persons Not Organized in Qualified Jurisdictions;
Special Provisions Regarding Foreign Security Documents and Secured Hedge
Counterparties. (a) The parties hereto acknowledge and agree that the provisions
of the various Security Documents executed and delivered by the Credit Parties
require that, among other things, all promissory notes executed by, and Equity
Interests in, various Persons owned by the respective Credit Party (to the
extent not constituting Excluded Collateral) be pledged, and delivered for
pledge, pursuant to the Security Documents. The parties hereto further
acknowledge and agree that each Credit Party shall be required to take all
actions under the laws of the jurisdiction in which such Credit Party is
organized to create and perfect all security interests granted pursuant to the
various Security Documents and to take all actions under the laws of each
Qualified Jurisdiction to perfect the security interests in the Equity Interests
of, and promissory notes issued by, any Person organized under the laws of said
jurisdictions (in each case, to the extent said Equity Interests or promissory
notes are owned by any Credit Party and do not constitute Excluded Collateral).
Except as provided in the immediately preceding sentence, to the extent any
Security Document requires or provides for the pledge of promissory notes issued
by, or Equity Interests in, any Person organized under the laws of a
jurisdiction other than those specified in the immediately preceding sentence,
it is acknowledged that, as of the Restatement Effective Date, no actions have
been required to be taken to perfect, under local law of the jurisdiction of the
Person who issued the respective promissory notes or whose Equity Interests are
pledged, under the Security Documents. The Credit Agreement Parties hereby agree
that, following any request by the Administrative Agent or Required Lenders to
do so, each Credit Agreement Party shall, and shall cause its Subsidiaries to,
take such actions (including, without limitation, the execution of Additional
Security Documents, the making of any filings and the delivery of


                                     -226-



appropriate legal opinions) under the local law of any jurisdiction with respect
to which such actions have not already been taken as are determined by the
Administrative Agent or Required Lenders to be necessary or desirable in order
to fully perfect, preserve or protect the security interests granted pursuant to
the various Security Documents under the laws of such jurisdictions. If
requested to do so pursuant to this Section 13.19(a), all such actions shall be
taken in accordance with the provisions of this Section 13.19(a) and Section
8.11 and within the time periods set forth therein. All conditions and
representations contained in this Agreement and the other Credit Documents shall
be deemed modified to the extent necessary to effect the foregoing and so that
same are not violated by reason of the failure to take actions under local law
(but only with respect to Equity Interests in, and promissory notes issued by,
Persons organized under laws of jurisdictions other than Qualified
Jurisdictions) not required to be taken in accordance with the provisions of
this Section 13.19(a), provided that to the extent any representation or
warranty would not be true because the foregoing actions were not taken, the
respective representation of warranties shall be required to be true and correct
in all material respects at such time as the respective action is required to be
taken in accordance with the foregoing provisions of this Section 13.19(a) or
pursuant to Section 8.11.

          (b) The parties hereto acknowledge and agree that certain Foreign
Security Documents executed and delivered by the Credit Parties on or prior to
the Restatement Effective Date secure, inter alia, obligations of any Lender (or
any affiliate of a Lender) which is a counterparty to certain Interest Rate
Protection Agreements and Other Hedging Agreements (as further provided in each
such Foreign Security Document) and that it is the parties intent that each such
Foreign Security Document shall be amended, as provided in Article III of the
Foreign Subsidiaries Guaranty Amendment and Acknowledgement, such that (after
giving effect to such amendment) the foregoing secured counterparties shall be
amended to include the Secured Hedge Counterparties. Notwithstanding the
foregoing, the parties hereto further acknowledge and agree that, as of the
Restatement Effective Date, no other amendments, modifications or supplements to
the foregoing Foreign Security Documents under the laws of any jurisdiction to
effect the intent in the foregoing sentence have occurred. The Credit Agreement
Parties hereby agree that, within 90 days after the Restatement Effective Date
(or such longer period as may be agreed by the Administrative Agent), each
Credit Agreement Party shall, and shall cause its Subsidiaries to, take such
actions (including, without limitation, amending, modifying or supplementing
each such Foreign Security Document and the delivery of appropriate legal
opinions) under the local law of any jurisdiction with respect to which such
actions have not already been taken as are determined by the Administrative
Agent or Required Lenders to be necessary or desirable in order to effect the
foregoing amendments to each such Foreign Security Document. All conditions and
representations contained in this Agreement and the other Credit Documents shall
be deemed modified to the extent necessary to effect the foregoing and so that
same are not violated by reason of the failure to take actions under local law
not required to be taken in accordance with the provisions of this Section
13.19(b), provided that to the extent any representation or warranty would not
be true because the foregoing actions were not taken, the respective
representation of warranties shall be required to be true and correct in all
material respects at such time as the respective action is required to be taken
in accordance with the foregoing provisions of this Section 13.19(b) or pursuant
to Section 8.11.

          13.20 Powers of Attorney; etc. Each of Holdings and the U.S. Borrower
is hereby authorized by, and on behalf of, the Bermuda Borrower to give Notices
of Borrowing,


                                     -227-



Notices of Conversion and other notices and directions in connection with the
extensions of credit and repayments thereof to be made pursuant to this
Agreement to the Bermuda Borrower (including without limitation notices as to
the application of proceeds of such extensions of credit). The Bermuda Borrower
hereby grants to Holdings and the U.S. Borrower an irrevocable power-of
attorney, in the Bermuda Borrower's name, to take the actions contemplated above
in this Section 13.20 and in the last sentence of Section 1.13 hereof.
Furthermore, the Bermuda Borrower agrees that the Agents and the Lenders may at
any time rely upon any notices, instructions or other information furnished by
Holdings or the U.S. Borrower.

          13.21 Waiver of Sovereign Immunity. Each of the Credit Agreement
Parties, in respect of itself, its Subsidiaries, its process agents, and its
properties and revenues, hereby irrevocably agrees that, to the extent that such
Credit Agreement Party, its Subsidiaries or any of its properties has or may
hereafter acquire any right of immunity, whether characterized as sovereign
immunity or otherwise, from any legal proceedings, whether in the United States,
any other Qualified Jurisdiction or elsewhere, to enforce or collect upon the
Loans or any Credit Document or any other liability or obligation of such Credit
Agreement Party or any of its Subsidiaries related to or arising from the
transactions contemplated by any of the Credit Documents, including, without
limitation, immunity from service of process, immunity from jurisdiction or
judgment of any court or tribunal, immunity from execution of a judgment, and
immunity of any of its property from attachment prior to any entry of judgment,
or from attachment in aid of execution upon a judgment, such Credit Agreement
Party, for itself and on behalf of its Subsidiaries, hereby expressly waives, to
the fullest extent permissible under applicable law, any such immunity, and
agrees not to assert any such right or claim in any such proceeding, whether in
the United States, any other Qualified Jurisdiction, or elsewhere. Without
limiting the generality of the foregoing, each Credit Agreement Party further
agrees that the waivers set forth in this Section 13.21 shall have the fullest
extent permitted under the Foreign Sovereign Immunities Act of 1976 of the
United States and are intended to be irrevocable for purposes of such Act.

          13.22 Judgment Currency. (a) The Credit Parties' obligations hereunder
and under the other Credit Documents to make payments in Dollars (or, in the
case of a Letter of Credit denominated in an Alternative Currency, the Dollar
Equivalent thereof) (the "Obligation Currency") shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by any
Agent or the respective Lender of the full amount of the Obligation Currency
expressed to be payable to the such Agent or such Lender under this Agreement or
the other Credit Documents. If for the purpose of obtaining or enforcing
judgment against any Credit Party in any court or in any jurisdiction, it
becomes necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the "Judgment
Currency") an amount due in the Obligation Currency, the conversion shall be
made at the Dollar Equivalent thereof, and, in the case of other currencies, the
rate of exchange (as quoted by the Administrative Agent or if the Administrative
Agent does not quote a rate of exchange on such currency, by a known dealer in
such currency designated by the Administrative Agent) determined, in each case,
as of the day on which the judgment is given (such day being hereinafter
referred to as the "Judgment Currency Conversion Date").


                                     -228-


          (b) If there is a change in the rate of exchange prevailing between
the Judgment Currency Conversion Date and the date of actual payment of the
amount due, the Borrower covenants and agrees to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount), as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate or exchange prevailing on the Judgment Currency Conversion
Date.

          (c) For purposes of determining the Dollar Equivalent or any other
rate of exchange for this Section 13.22, such amounts shall include any premium
and costs payable in connection with the purchase of the Obligation Currency.

          13.23 Special Acknowledgments. By their execution and delivery hereof,
the Lenders party hereto hereby acknowledge (i) that the guarantee of each
Bermuda Partnership Partner made pursuant to the U.S. Subsidiaries Guaranty is
limited to the Obligations of the U.S. Borrower under the Credit Documents and
the obligations of the U.S. Borrower and its Domestic Subsidiaries under
Interest Rate Protection Agreements and Other Hedging Agreements with Secured
Hedge Counterparties, all on the terms as more specifically provided therein,
(ii) the Bermuda Partnership has not entered into any Credit Documents and, as
such, is not a Credit Party (but is otherwise subject to the provisions of
Section 9.01(c)) and (iii) the obligations secured pursuant to the Security
Documents are not secured by any Excluded Collateral.

          13.24 Special Provisions Relating to Amendment and Restatement. (a)
The Required Lenders under, and as defined in, the Original Credit Agreement
hereby consent to the "refinancing indebtedness" under this Agreement being
treated as "indebtedness pursuant to the Credit Agreement" for purposes of the
U.S. Pledge Agreement and the Intercompany Subordination Agreement. The U.S.
Borrower, for its part, hereby gives notice that the refinancing indebtedness
under this Agreement shall be treated as "issued under the Credit Agreement" for
purposes of the U.S. Pledge Agreement and the Intercompany Subordination
Agreement.

          (b) The parties hereto acknowledge and agree that:

          (i) Holdings and its Subsidiaries (as defined in the Original Credit
     Agreement) executed and delivered the Security Documents (as defined in the
     Original Credit Agreement) in favor of the Collateral Agent on behalf of
     the Secured Creditors (as defined in the Original Credit Agreement) to
     secure the payment and performance of, inter alia, the Obligations (as
     defined in the respective such Security Documents);

          (ii) the security interests granted to the Collateral Agent on behalf
     of the Secured Creditors pursuant to the Security Documents (as defined in
     the Original Credit Agreement) shall remain outstanding and in full force
     and effect, without interruption or impairment of any kind, but subject to
     the provisions of the Intercreditor Agreement, in accordance with the terms
     of such Security Documents and shall continue to secure the Obligations (as
     defined in such Security Documents);


                                      -229-



          (iii) the Obligations represent, among other things, the amendment,
     restatement, renewal, extension, consolidation and modification of the
     Obligations (as defined in the Original Credit Agreement) arising in
     connection with the Original Credit Agreement and other Credit Documents
     (as defined in the Original Credit Agreement) executed in connection
     therewith; and

          (iv) the provisions of the Original Credit Agreement, to the extent
     restated, renewed, extended, consolidated, amended and modified hereby, are
     hereby superseded and replaced by the provisions hereof; (b) the Notes
     restate, renew, extend, consolidate, amend, modify, replace, are
     substituted for and supersede, but do not extinguish, the Obligations (as
     defined in the Original Credit Agreement) evidenced by the Notes (as
     defined in the Original Credit Agreement) issued pursuant to the Original
     Credit Agreement; and (c) the execution and delivery of this Agreement, and
     the performance by Credit Agreement Parties of their respective obligations
     hereunder shall not constitute a novation.

          13.25 USA Patriot Act. Each Lender subject to the USA PATRIOT ACT
(Title 111 of Pub. L. 107-56 (signed into law October 26, 2001)) hereby notifies
each Credit Agreement Party that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Credit
Agreement Parties and the other Credit Parties and other information that will
allow such Lender to identify the Credit Agreement Parties and the other Credit
Parties in accordance with the Act.

          13.26 Other Liens on Collateral; Terms of Intercreditor Agreement;
Etc. (a) EACH LENDER HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS
SHALL BE CREATED ON THE COLLATERAL PURSUANT TO THE ABL CREDIT AGREEMENT AND THE
ABL CREDIT DOCUMENTS (AS DEFINED THEREIN), WHICH LIENS (x) TO THE EXTENT CREATED
WITH RESPECT TO ABL PRIORITY COLLATERAL, SHALL BE SENIOR TO THE LIENS CREATED
UNDER THIS AGREEMENT AND THE RELATED CREDIT DOCUMENTS (WITH THE LIENS SO CREATED
HEREUNDER AND UNDER THE OTHER CREDIT DOCUMENTS ON ABL PRIORITY COLLATERAL BEING
SUBORDINATED TO SUCH LIENS PURSUANT TO THE TERMS OF THE INTERCREDITOR AGREEMENT)
AND (Y) TO THE EXTENT CREATED WITH RESPECT TO TL PRIORITY COLLATERAL, SHALL BE
REQUIRED TO BE SUBJECT TO THE SUBORDINATION PROVISIONS (TO THE EXTENT
APPLICABLE) OF THE INTERCREDITOR AGREEMENT. THE INTERCREDITOR AGREEMENT ALSO HAS
OTHER PROVISIONS WHICH ARE BINDING UPON THE LENDERS AND THE SECURED HEDGE
COUNTERPARTIES PURSUANT TO THIS AGREEMENT. PURSUANT TO THE EXPRESS TERMS OF
SECTION 13.26 OF THE INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ANY OF THE CREDIT
DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND
CONTROL.

          (b) EACH LENDER AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT AND THE
ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF THE
LENDER, AND TO TAKE ALL


                                      -230-



ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN
ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.

          (c) THE PROVISIONS OF THIS SECTION 13.26 ARE NOT INTENDED TO SUMMARIZE
ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS
ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE
INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.
EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE
INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NO AGENT (AND
NONE OF ITS AFFILIATES) MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE
SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR
AGREEMENT. EACH LENDER IS FURTHER AWARE THAT THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT IS ALSO ACTING IN AN ADMINISTRATIVE AND COLLATERAL AGENCY
CAPACITY UNDER, AND AS DEFINED IN, THE ABL CREDIT AGREEMENT AND THE ABL CREDIT
DOCUMENTS (AS DEFINED THEREIN), AND LENDER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION THERETO OR CAUSE OF ACTION ARISING THEREFROM.

          13.27 Post-Closing Actions. Notwithstanding anything to the contrary
contained in this Agreement or the other Credit Documents, the parties hereto
acknowledge and agree that:

          1. Real Property. The actions relating to the Mortgages and Real
     Property of Holdings and its Subsidiaries described on Part A of Schedule
     XVIII shall be completed in accordance with Part A of said Schedule XVIII.

          2. Actions by Various Foreign Subsidiaries Relating to Security
     Documents. Holdings and its Subsidiaries shall be required to take the
     actions specified in Part B of Schedule XVIII as promptly as practicable,
     and in any event within the time periods set forth in Part B of said
     Schedule XVIII. The provisions of Part B of said Schedule XVIII shall be
     deemed incorporated by reference herein as fully as if set forth herein in
     its entirety.

          3. Miscellaneous Actions By Various Subsidiaries of Holdings. Holdings
     and its Subsidiaries shall be required to take the actions specified in
     Part C of Schedule XVIII as promptly as practicable, and in any event
     within the time periods set forth in Part C of said Schedule XVIII. The
     provisions of Part C of said Schedule XVIII shall be deemed incorporated by
     reference herein as fully as if set forth herein in its entirety.

All provisions of this Credit Agreement and the other Credit Documents
(including, without limitation, all conditions precedent, representations,
warranties, covenants, events of default and other agreements herein and
therein) shall be deemed modified to the extent necessary to effect the
foregoing (and to permit the taking of the actions described above within the
time periods required above, rather than as otherwise provided in the Credit
Documents); provided that (x) to the extent any representation and warranty
would not be true because the foregoing actions were not taken on the
Restatement Effective Date the respective representation and warranty shall be


                                      -231-



required to be true and correct in all material respects at the time the
respective action is taken (or was required to be taken) in accordance with the
foregoing provisions of this Section 13.27 and (y) all representations and
warranties relating to the Security Documents shall be required to be true
immediately after the actions required to be taken by this Section 13.27 have
been taken (or were required to be taken). The acceptance of the benefits of
each Credit Event shall constitute a covenant and agreement by each Credit
Agreement Party to each of the Lenders that the actions required pursuant to
this Section 13.27 will be, or have been, taken within the relevant time periods
referred to in this Section 13.27 and that, at such time, all representations
and warranties contained in this Credit Agreement and the other Credit Documents
shall then be true and correct without any modification pursuant to this Section
13.27. The parties hereto acknowledge and agree that the failure to take any of
the actions required above, within the relevant time periods required above,
shall give rise to an immediate Event of Default pursuant to this Agreement.

          Section 14. Credit Agreement Party Guaranty.

          14.01 The Guaranty. In order to induce the Lenders to enter into this
Agreement and to extend credit hereunder and to induce the Secured Hedge
Counterparties to enter into Interest Rate Protection Agreements or Other
Hedging Agreements, and in recognition of the direct benefits to be received by
each Credit Agreement Party from the proceeds of the Loans, the issuance of the
Letters of Credit and Bank Guaranties the entering into of Interest Rate
Protection Agreements or Other Hedging Agreements, each Credit Agreement Party
hereby agrees with the Lenders and the Secured Hedge Counterparties as follows:
each Credit Agreement Party hereby unconditionally and irrevocably guarantees,
as primary obligor and not merely as surety the full and prompt payment when
due, whether upon maturity, acceleration or otherwise, of any and all of its
Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of
the Relevant Guaranteed Obligations of any Credit Agreement Party to the
Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement
Party unconditionally promises to pay such indebtedness to the Guaranteed
Creditors, or order, on demand, together with any and all expenses which may be
incurred by the Guaranteed Creditors in collecting any of the Relevant
Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of
payment and not of collection. This Credit Agreement Party Guaranty is a
continuing one and all liabilities to which it applies or may apply under the
terms hereof shall be conclusively presumed to have been created in reliance
hereon. If claim is ever made upon any Guaranteed Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of
the Relevant Guaranteed Obligations and any of the aforesaid payees repays all
or part of said amount by reason of (i) any judgment, decree or order of any
court or administrative body having jurisdiction over such payee or any of its
property or (ii) any settlement or compromise of any such claim effected by such
payee with any such claimant (including any Relevant Guaranteed Party), then and
in such event the respective Credit Agreement Party agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon such
Credit Agreement Party, notwithstanding any revocation of this Credit Agreement
Party Guaranty or any other instrument evidencing any liability of any Relevant
Guaranteed Party, and each Credit Agreement Party shall be and remain liable to
the aforesaid payees hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by any such payee.


                                      -232-



          14.02 Bankruptcy. Additionally, each Credit Agreement Party
unconditionally and irrevocably guarantees the payment of any and all of the
Relevant Guaranteed Obligations to the Guaranteed Creditors whether or not due
or payable by any Relevant Guaranteed Party upon the occurrence of any of the
events specified in Section 10.05, and unconditionally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand.

          14.03 Nature of Liability. The liability of each Credit Agreement
Party hereunder is exclusive and independent of any security for or other
guaranty of the Relevant Guaranteed Obligations whether executed by such Credit
Agreement Party, any other guarantor or by any other party, and the liability of
each Credit Agreement Party hereunder is not affected or impaired by (a) any
direction as to application of payment by any Relevant Guaranteed Party or any
other party, or (b) any other continuing or other guaranty, undertaking or
maximum liability of a guarantor or of any other party as to the Relevant
Guaranteed Obligations, or (c) any payment on or in reduction of any such other
guaranty or undertaking, or (d) any dissolution, termination or increase,
decrease or change in personnel by any Relevant Guaranteed Party, or (e) any
payment made to the Guaranteed Creditors on the Relevant Guaranteed Obligations
which any such Guaranteed Creditor repays to any Relevant Guaranteed Party
pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding, and each Credit Agreement Party
waives any right to the deferral or modification of its obligations hereunder by
reason of any such proceeding, or (f) any action or inaction of the type
described in Section 14.05, or (g) the lack of validity or enforceability of any
Credit Document or any other instrument relating thereto.

          14.04 Independent Obligation. No invalidity, irregularity or
unenforceability of all or any part of the Relevant Guaranteed Obligations or of
any security therefor shall affect, impair or be a defense to this Credit
Agreement Party Guaranty, and this Credit Agreement Party Guaranty shall be
primary, absolute and unconditional notwithstanding the occurrence of any event
or the existence of any other circumstances which might constitute a legal or
equitable discharge of, or a defense available to, a surety or guarantor except
indefeasible payment in full in cash of the Relevant Guaranteed Obligations. The
obligations of each Credit Agreement Party hereunder are independent of the
obligations of any Relevant Guaranteed Party, any other guarantor or any other
party and a separate action or actions may be brought and prosecuted against any
Credit Agreement Party whether or not action is brought against any Relevant
Guaranteed Party, any other guarantor or any other party and whether or not any
Relevant Guaranteed Party, any other guarantor or any other party be joined in
any such action or actions. Each Credit Agreement Party waives, to the full
extent permitted by law, the benefit of any statute of limitations affecting its
liability hereunder or the enforcement thereof. Any payment by any Relevant
Guaranteed Party or other circumstance that operates to toll any statute of
limitations as to such Relevant Guaranteed Party shall operate to toll the
statute of limitations as to the relevant Credit Agreement Party.

          14.05 Authorization. Each Credit Agreement Party authorizes the
Guaranteed Creditors without notice or demand (except as shall be required by
applicable statute and cannot be waived), and without affecting or impairing its
liability hereunder, from time to time to:

          (a) change the manner, place or terms of payment of, and/or change or
     extend the time of payment of, renew, increase, accelerate or alter, any of
     the Relevant


                                      -233-



     Guaranteed Obligations (including any increase or decrease in the rate of
     interest thereon), any security therefor, or any liability incurred
     directly or indirectly in respect thereof, and this Credit Agreement Party
     Guaranty shall apply to the Relevant Guaranteed Obligations as so changed,
     extended, renewed, increased or altered;

          (b) take and hold security for the payment of the Relevant Guaranteed
     Obligations and sell, exchange, release, impair, surrender, realize upon or
     otherwise deal with in any manner and in any order any property by
     whomsoever at any time pledged or mortgaged to secure, or howsoever
     securing, the Relevant Guaranteed Obligations or any liabilities (including
     any of those hereunder) incurred directly or indirectly in respect thereof
     or hereof, and/or any offset thereagainst;

          (c) exercise or refrain from exercising any rights against any
     Relevant Guaranteed Party or others or otherwise act or refrain from
     acting;

          (d) release or substitute any one or more endorsers, guarantors, any
     Relevant Guaranteed Party or other obligors;

          (e) settle or compromise any of the Relevant Guaranteed Obligations,
     any security therefor or any liability (including any of those hereunder)
     incurred directly or indirectly in respect thereof or hereof, and may
     subordinate the payment of all or any part thereof to the payment of any
     liability (whether due or not) of any Relevant Guaranteed Party to their
     respective creditors other than the Guaranteed Creditors;

          (f) apply any sums by whomsoever paid or howsoever realized to any
     liability or liabilities of any Relevant Guaranteed Party to the Guaranteed
     Creditors regardless of what liability or liabilities of such Relevant
     Guaranteed Party remain unpaid;

          (g) consent to or waive any breach of, or any act, omission or default
     under, this Agreement, any other Credit Document, any Interest Rate
     Protection Agreement or Other Hedging Agreement or any of the instruments
     or agreements referred to herein or therein, or otherwise amend, modify or
     supplement this Agreement, any other Credit Document, any Interest Rate
     Protection Agreement or Other Hedging Agreement or any of such other
     instruments or agreements; and/or

          (h) take any other action that would, under otherwise applicable
     principles of common law, give rise to a legal or equitable discharge of,
     or a defense available to, such Credit Agreement Party from its liabilities
     under this Credit Agreement Party Guaranty.

          14.06 Reliance. It is not necessary for the Guaranteed Creditors to
inquire into the capacity or powers of any Relevant Guaranteed Party or the
officers, directors, partners or agents acting or purporting to act on their
behalf, and any Relevant Guaranteed Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.

          14.07 Subordination. Any of the indebtedness of any Relevant
Guaranteed Party now or hereafter owing to any Credit Agreement Party is hereby
subordinated to the Relevant Guaranteed Obligations of such Relevant Guaranteed
Party owing to the Guaranteed Creditors; and if the Administrative Agent so
requests at a time when an Event of Default exists, all such


                                      -234-



indebtedness of such Relevant Guaranteed Party to such Credit Agreement Party
shall be collected, enforced and received by such Credit Agreement Party in
trust for the benefit of the Guaranteed Creditors and be paid over to the
Administrative Agent on behalf of the Guaranteed Creditors on account of the
Relevant Guaranteed Obligations of such Relevant Guaranteed Party to the
Guaranteed Creditors, but without affecting or impairing in any manner the
liability of any Credit Agreement Party under the other provisions of this
Credit Agreement Party Guaranty. Prior to the transfer by any Credit Agreement
Party of any note or negotiable instrument evidencing any of the indebtedness of
any Relevant Guaranteed Party to such Credit Agreement Party, such Credit
Agreement Party shall mark such note or negotiable instrument with a legend that
the same is subject to this subordination. Without limiting the generality of
the foregoing, each Credit Agreement Party hereby agrees with the Guaranteed
Creditors that it will not exercise any right of subrogation which it may at any
time otherwise have as a result of this Credit Agreement Party Guaranty (whether
contractual, under Section 509 of the Bankruptcy Code or otherwise) until all
Relevant Guaranteed Obligations have been irrevocably paid in full in cash.

          14.08 Waiver. (a) Each Credit Agreement Party waives any right (except
as shall be required by applicable statute and cannot be waived) to require any
Guaranteed Creditor to (i) proceed against any other Relevant Guaranteed Party,
any other guarantor or any other party, (ii) proceed against or exhaust any
security held from any Relevant Guaranteed Party, any other guarantor or any
other party or (iii) pursue any other remedy in any Guaranteed Creditor's power
whatsoever. Each Credit Agreement Party waives any defense based on or arising
out of any defense of any Relevant Guaranteed Party, any other guarantor or any
other party, other than indefeasible payment in full in cash of the Relevant
Guaranteed Obligations, based on or arising out of the disability of any
Relevant Guaranteed Party, any other guarantor or any other party, or the
unenforceability of the Relevant Guaranteed Obligations or any part thereof from
any cause, or the cessation from any cause of the liability of any Relevant
Guaranteed Party other than indefeasible payment in full in cash of the Relevant
Guaranteed Obligations. The Guaranteed Creditors may, at their election,
foreclose on any security held by the Administrative Agent, the Collateral Agent
or any other Guaranteed Creditor by one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable (to the
extent such sale is permitted by applicable law), or exercise any other right or
remedy the Guaranteed Creditors may have against any Relevant Guaranteed Party
or any other party, or any security, without affecting or impairing in any way
the liability of any Credit Agreement Party hereunder except to the extent the
Relevant Guaranteed Obligations have been indefeasibly paid in full in cash.
Each Credit Agreement Party waives any defense arising out of any such election
by the Guaranteed Creditors, even though such election operates to impair or
extinguish any right of reimbursement or subrogation or other right or remedy of
such Credit Agreement Party against any Relevant Guaranteed Party or any other
party or any security.

          (b) Each Credit Agreement Party waives all presentments, demands for
performance, protests and notices, including, without limitation, notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this Credit Agreement Party Guaranty, and notices of the existence, creation
or incurring of new or additional Relevant Guaranteed Obligations. Each Credit
Agreement Party assumes all responsibility for being and keeping itself informed
of each Relevant Guaranteed Party's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Relevant
Guaranteed

                                      -235-



Obligations and the nature, scope and extent of the risks which such
Credit Agreement Party assumes and incurs hereunder, and agrees that the
Guaranteed Creditors shall have no duty to advise any Credit Agreement Party of
information known to them regarding such circumstances or risks.

          (c) Until such time as the Relevant Guaranteed Obligations have been
paid in full in cash, each Credit Agreement Party hereby waives all rights of
subrogation which it may at any time otherwise have as a result of this Credit
Agreement Party Guaranty (whether contractual, under Section 509 of the
Bankruptcy Code, or otherwise) to the claims of the Guaranteed Creditors against
any Relevant Guaranteed Party or any other guarantor of the Relevant Guaranteed
Obligations and all contractual, statutory or common law rights of
reimbursement, contribution or indemnity from any Relevant Guaranteed Party or
any other guarantor which it may at any time otherwise have as a result of this
Credit Agreement Party Guaranty.

          (d) Each U.S. Credit Agreement Party hereby acknowledges and affirms
that it understands that to the extent the Relevant Guaranteed Obligations are
secured by Real Property located in California, such U.S. Credit Agreement Party
shall be liable for the full amount of the liability hereunder notwithstanding
the foreclosure on such Real Property by trustee sale or any other reason
impairing such U.S. Credit Agreement Party's or any Guaranteed Creditor's right
to proceed against any Relevant Guaranteed Party or any other guarantor of the
Relevant Guaranteed Obligations. In accordance with Section 2856 of the
California Code of Civil Procedure, each U.S. Credit Agreement Party hereby
waives:

          (i) all rights of subrogation, reimbursement, indemnification, and
     contribution and any other rights and defenses that are or may become
     available to such U.S. Credit Agreement Party by reason of Sections 2787 to
     2855, inclusive, 2899 and 3433 of the California Code of Civil Procedure;

          (ii) all rights and defenses that such U.S. Credit Agreement Party may
     have because the Relevant Guaranteed Obligations are secured by Real
     Property located in California, meaning, among other things, that: (A) the
     Guaranteed Creditors may collect from such U.S. Credit Agreement Party
     without first foreclosing on any real or personal property collateral
     pledged by any Credit Party, and (B) if the Guaranteed Creditors foreclose
     on any Real Property collateral pledged by any Credit Party, (1) the amount
     of the Relevant Guaranteed Obligations may be reduced only by the price for
     which that collateral is sold at the foreclosure sale, even if the
     collateral is worth more than the sale price, and (2) the Guaranteed
     Creditors may collect from such U.S. Credit Agreement Party even if the
     Guaranteed Creditors, by foreclosing on the Real Property collateral, have
     destroyed any right such U.S. Credit Agreement Party may have to collect
     from any Relevant Guaranteed Party, it being understood that this is an
     unconditional and irrevocable waiver of any rights and defenses such U.S.
     Credit Agreement Party may have because the Relevant Guaranteed Obligations
     are secured by Real Property (including, without limitation, any rights or
     defenses based upon Section 580a, 580d or 726 of the California Code of
     Civil Procedure); and


                                      -236-



          (iii) all rights and defenses arising out of an election of remedies
     by the Guaranteed Creditors, even though that election of remedies, such as
     a nonjudicial foreclosure with respect to security for the Relevant
     Guaranteed Obligations, has destroyed such U.S. Credit Agreement Party's
     rights of subrogation and reimbursement against any Relevant Guaranteed
     Party by the operation of Section 580d of the California Code of Civil
     Procedure or otherwise.

          (e) Each Credit Agreement Party warrants and agrees that each of the
waivers set forth above is made with full knowledge of its significance and
consequences and that if any of such waivers are determined to be contrary to
any applicable law of public policy, such waivers shall be effective only to the
maximum extent permitted by law.

          14.09 Payments. All payments made by a Credit Agreement Party pursuant
to this Section 14 shall be made in the respective Applicable Currency in which
the Relevant Guaranteed Obligations are then due and payable (giving effect, in
the circumstances contemplated by Section 1.14, to any conversion occurring
pursuant thereto). All payments made by a Credit Agreement Party pursuant to
this Section 14 will be made without setoff, counterclaim or other defense, and
shall be subject to the provisions of Sections 4.03, 4.04 and 13.22.

                                     * * * *


                                      -237-



          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:

One Dole Drive                          DHM HOLDING COMPANY, INC.
Westlake Village, CA 91362
Telephone No.: (818) 879-6810
Facsimile No.: (818) 879-6754           By
Attention: Michael Carter                  -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


One Dole Drive                          DOLE HOLDING COMPANY, LLC
Westlake Village, CA 91362
Telephone No.: (818) 879-6810
Facsimile No.: (818) 879-6754           By
Attention: Michael Carter                  -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


One Dole Drive                          DOLE FOOD COMPANY, INC.
Westlake Village, CA 91362
Telephone No.: (818) 879-6810
Facsimile No.: (818) 879-6754           By
Attention: Michael Carter                  -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


One Dole Drive                          SOLVEST, LTD.
Westlake Village, CA 91362
Telephone No.: (818) 879-6810
Facsimile No.: (818) 879-6754           By
Attention: Michael Carter                  -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                        DEUTSCHE BANK AG NEW YORK BRANCH,
                                           Individually and as Administrative
                                           Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DEUTSCHE BANK SECURITIES INC.,
                                           as Lead Arranger


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        BANC OF AMERICA SECURITIES LLC,
                                           as Syndication Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        THE BANK OF NOVA SCOTIA,
                                           Individually and as Co-Documentation
                                           Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                        RABOBANK INTERNATIONAL,
                                           Individually and as Co-Documentation
                                           Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                        SIGNATURE PAGE TO THE CREDIT AGREEMENT,
                                        DATED AS OF MARCH 28, 2003, AMENDED AND
                                        RESTATED AS OF APRIL 18, 2005 AND
                                        FURTHER AMENDED AND RESTATED AS OF APRIL
                                        12, 2006, AMONG DHM HOLDING COMPANY,
                                        INC., DOLE HOLDING COMPANY, LLC, DOLE
                                        FOOD COMPANY, INC., SOLVEST, LTD., THE
                                        LENDERS FROM TIME TO TIME PARTY HERETO,
                                        DEUTSCHE BANK AG NEW YORK BRANCH, AS
                                        ADMINISTRATIVE AGENT, BANC OF AMERICA
                                        SECURITIES LLC, AS SYNDICATION AGENT,
                                        THE BANK OF NOVA SCOTIA AND RABOBANK
                                        INTERNATIONAL, AS CO-DOCUMENTATION
                                        AGENTS AND DEUTSCHE BANK SECURITIES
                                        INC., AS LEAD ARRANGER AND SOLE BOOK
                                        RUNNER

                                        NAME OF INSTITUTION:

                                        ----------------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

EX-10.2

                                                                    EXHIBIT 10.2

================================================================================

                                CREDIT AGREEMENT

                                      among

                           DHM HOLDING COMPANY, INC.,
                           DOLE HOLDING COMPANY, LLC,
                             DOLE FOOD COMPANY, INC.
                                  as BORROWER,

                                VARIOUS LENDERS,

                                       and

                        DEUTSCHE BANK AG NEW YORK BRANCH,
                             as ADMINISTRATIVE AGENT

                                   ----------

                           Dated as of April 12, 2006

                                   ----------

                         BANC OF AMERICA SECURITIES LLC
                              as SYNDICATION AGENT,

                          DEUTSCHE BANK SECURITIES INC.
                                as LEAD ARRANGER,

                    HARRIS BANK N.A., THE BANK OF NOVA SCOTIA
                         and WELLS FARGO FOOTHILL, LLC,
                           as CO-DOCUMENTATION AGENTS

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                                       and

                         BANC OF AMERICA SECURITIES LLC,
                         as JOINT BOOK RUNNING MANAGERS

================================================================================



                                TABLE OF CONTENTS



                                                                                Page
                                                                                ----
                                                                             
SECTION 1.  Definitions and Accounting Terms.................................      1
   1.01.    Defined Terms....................................................      1

SECTION 2.  Amount and Terms of Credit.......................................     55
   2.01.    The Commitments..................................................     55
   2.02.    Minimum Amount of Each Borrowing.................................     58
   2.03.    Notice of Borrowing..............................................     58
   2.04.    Disbursement of Funds............................................     59
   2.05.    Notes............................................................     61
   2.06.    Conversions......................................................     62
   2.07.    Pro Rata Borrowings..............................................     63
   2.08.    Interest.........................................................     63
   2.09.    Interest Periods.................................................     64
   2.10.    Increased Costs, Illegality, etc.................................     65
   2.11.    Compensation.....................................................     69
   2.12.    Change of Lending Office.........................................     69
   2.13.    Replacement of Lenders...........................................     69
   2.14.    Incremental Commitments..........................................     71

SECTION 3.  Letters of Credit................................................     72
   3.01.    Letters of Credit................................................     72
   3.02.    Maximum Letter of Credit Outstandings; Final Maturities..........     73
   3.03.    Letter of Credit Requests; Minimum Stated Amount.................     74
   3.04.    Letter of Credit Participations..................................     74
   3.05.    Agreement to Repay Letter of Credit Drawings.....................     76
   3.06.    Increased Costs..................................................     77

SECTION 4.  Commitment Commission; Fees; Reductions of Commitment............     78
   4.01.    Fees.............................................................     78
   4.02.    Voluntary Termination of Unutilized Revolving Loan Commitments...     79
   4.03.    Mandatory Reduction of Commitments...............................     80

SECTION 5.  Prepayments; Payments; Taxes.....................................     80
   5.01.    Voluntary Prepayments............................................     80
   5.02.    Mandatory Repayments and Commitment Reductions...................     81
   5.03.    Method and Place of Payment; Payments and Computations;
            Maintenance of Accounts; Statement of Accounts...................     85
   5.04.    Net Payments.....................................................     87



                                       (i)



                                Table of Contents
                                   (continued)



                                                                                Page
                                                                                ----
                                                                             
SECTION 6.  Conditions Precedent to Credit Events on the Initial Borrowing
            Date.............................................................     89
   6.01.    Effective Date; Notes............................................     89
   6.02.    Officer's Certificate............................................     89
   6.03.    Opinions of Counsel..............................................     89
   6.04.    Company Documents; Proceedings; etc..............................     89
   6.05.    Shareholders' Agreements; Management Agreements; Existing
            Indebtedness Agreements; and Tax Allocation Agreements...........     90
   6.06.    Outstanding Indebtedness and Preferred Equity....................     91
   6.07.    Refinancing; Original Credit Agreement; etc......................     91
   6.08.    Adverse Change, Approvals........................................     92
   6.09.    Litigation.......................................................     93
   6.10.    Subsidiaries Guaranty; Intercompany Subordination Agreement......     93
   6.11.    Pledge Agreement.................................................     93
   6.12.    Security Agreement...............................................     94
   6.13.    Mortgage; Title Insurance; Landlord Waivers; etc.................     94
   6.14.    Intercreditor Agreement..........................................     95
   6.15.    Financial Statements; Pro Forma Balance Sheet; Projections.......     95
   6.16.    Solvency Certificate; Insurance Certificates, etc................     96
   6.17.    Fees, etc........................................................     96
   6.18.    Appraisal and Collateral Examination.............................     96
   6.19.    Borrowing Base Certificate; Liquidity............................     96

SECTION 7.  Conditions Precedent to All Credit Events........................     97
   7.01.    Limitation on Cash on Hand.......................................     97
   7.02.    No Default; Representations and Warranties.......................     97
   7.03.    Notice of Borrowing; Letter of Credit Request....................     98

SECTION 8.  Representations, Warranties and Agreements.......................     98
   8.01.    Company Status...................................................     98
   8.02.    Company Power and Authority......................................     98
   8.03.    No Violation.....................................................     99
   8.04.    Litigation.......................................................    100
   8.05.    Use of Proceeds; Margin Regulations..............................    100
   8.06.    Governmental Approvals...........................................    100
   8.07.    Investment Company Act...........................................    101
   8.08.    True and Complete Disclosure.....................................    101
   8.09.    Financial Condition; Financial Statements........................    101
   8.10.    Security Interests...............................................    102
   8.11.    Compliance with ERISA............................................    103
   8.12.    Capitalization...................................................    104
   8.13.    Subsidiaries.....................................................    105
   8.14.    Intellectual Property, etc.......................................    105
   8.15.    Compliance with Statutes; Agreements, etc........................    105



                                      (ii)



                                Table of Contents
                                   (continued)


                                                                                Page
                                                                                ----
                                                                             
   8.16.    Environmental Matters............................................    105
   8.17.    Properties.......................................................    106
   8.18.    Labor Relations..................................................    107
   8.19.    Tax Returns and Payments.........................................    107
   8.20.    Scheduled Existing Indebtedness..................................    107
   8.21.    Insurance........................................................    108
   8.22.    Transaction......................................................    108
   8.23.    Special Purpose Corporations.....................................    108
   8.24.    Subordination....................................................    109
   8.25.    Aggregate Borrowing Base Calculation.............................    109

SECTION 9.  Affirmative Covenants............................................    109
   9.01.    Information Covenants............................................    110
   9.02.    Books, Records and Inspections...................................    115
   9.03.    Insurance........................................................    116
   9.04.    Payment of Taxes.................................................    116
   9.05.    Existence; Franchises............................................    117
   9.06.    Compliance with Statutes; etc....................................    117
   9.07.    Compliance with Environmental Laws...............................    117
   9.08.    ERISA............................................................    118
   9.09.    Good Repair......................................................    119
   9.10.    End of Fiscal Years; Fiscal Quarters.............................    119
   9.11.    Additional Security; Additional Guaranties; Actions with Respect
            to Non-Guarantor Subsidiaries; Further Assurances................    120
   9.12.    Use of Proceeds..................................................    123
   9.13.    Ownership of Subsidiaries........................................    123
   9.14.    Permitted Acquisitions...........................................    124
   9.15.    Maintenance of Company Separateness..............................    125
   9.16.    Performance of Obligations.......................................    126
   9.17.    Conduct of Business..............................................    126
   9.18.    Margin Stock.....................................................    126
   9.19.    Landlords' Agreements, Mortgagee Agreements, Bailee Letters and
            Real Estate Purchases............................................    127
   9.20.    Post-Closing Refinancing.........................................    127

SECTION 10. Negative Covenants...............................................    128
   10.01.   Changes in Business; etc.........................................    128
   10.02.   Consolidation; Merger; Sale or Purchase of Assets; etc...........    131
   10.03.   Liens............................................................    135
   10.04.   Indebtedness.....................................................    139
   10.05.   Advances; Investments; Loans.....................................    144
   10.06.   Restricted Payments; etc.........................................    149
   10.07.   Transactions with Affiliates.....................................    153
   10.08.   Fixed Charge Coverage Ratio......................................    153



                                      (iii)



                                Table of Contents
                                   (continued)


                                                                                Page
                                                                                ----
                                                                             
   10.09.   Limitation on Voluntary Payments and Modifications of
            Indebtedness; Modifications of Certificate of Incorporation,
            By-Laws and Certain Other Agreements; Issuances of Capital Stock;
            etc..............................................................    154
   10.10.   Limitation on Issuance of Equity Interests.......................    155
   10.11.   Limitation on Certain Restrictions on Subsidiaries...............    155
   10.12.   Limitation on the Creation of Subsidiaries and Joint Ventures....    156
   10.13.   Special Restrictions Relating to Principal Property..............    157
   10.14.   No Additional Deposit Accounts; etc..............................    157

SECTION 11. Events of Default................................................    158
   11.01.   Payments.........................................................    158
   11.02.   Representations, etc.............................................    158
   11.03.   Covenants........................................................    158
   11.04.   Default Under Other Agreements...................................    158
   11.05.   Bankruptcy, etc..................................................    159
   11.06.   ERISA............................................................    159
   11.07.   Security Documents...............................................    160
   11.08.   Guaranties.......................................................    160
   11.09.   Judgments........................................................    160
   11.10.   Ownership........................................................    161
   11.11.   Denial of Liability..............................................    161

SECTION 12. The Administrative Agent.........................................    161
   12.01.   Appointment......................................................    161
   12.02.   Nature of Duties.................................................    162
   12.03.   Lack of Reliance on the Administrative Agent.....................    162
   12.04.   Certain Rights of the Administrative Agent.......................    163
   12.05.   Reliance.........................................................    163
   12.06.   Indemnification..................................................    163
   12.07.   The Administrative Agent in its Individual Capacity..............    163
   12.08.   Holders..........................................................    164
   12.09.   Resignation by the Administrative Agent..........................    164
   12.10.   Collateral Matters...............................................    165
   12.11.   Delivery of Information..........................................    166

SECTION 13. Miscellaneous....................................................    166
   13.01.   Payment of Expenses, etc.........................................    166
   13.02.   Right of Setoff..................................................    167
   13.03.   Notices..........................................................    168
   13.04.   Benefit of Agreement; Assignments; Participations................    168
   13.05.   No Waiver; Remedies Cumulative...................................    171
   13.06.   Payments Pro Rata................................................    171
   13.07.   Calculations; Computations.......................................    171



                                      (iv)



                                Table of Contents
                                   (continued)



                                                                                Page
                                                                                ----
                                                                             
   13.08.   GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
            TRIAL............................................................    172
   13.09.   Counterparts.....................................................    173
   13.10.   Effectiveness....................................................    173
   13.11.   Headings Descriptive.............................................    174
   13.12.   Amendment or Waiver; etc.........................................    174
   13.13.   Survival.........................................................    175
   13.14.   Domicile of Loans................................................    175
   13.15.   Register.........................................................    175
   13.16.   Confidentiality..................................................    176
   13.17.   Special Provisions Regarding Pledges of Equity Interests in, and
            Promissory Notes Owed by, Persons Not Organized in the United
            States...........................................................    177
   13.18.   Patriot Act......................................................    178
   13.19.   Post-Closing Actions.............................................    178

SECTION 14. Credit Agreement Party Guaranty..................................    179
   14.01.   The Guaranty.....................................................    179
   14.02.   Bankruptcy.......................................................    180
   14.03.   Nature of Liability..............................................    180
   14.04.   Independent Obligation...........................................    180
   14.05.   Authorization....................................................    180
   14.06.   Reliance.........................................................    181
   14.07.   Subordination....................................................    181
   14.08.   Waiver...........................................................    182
   14.09.   Payments.........................................................    184



                                       (v)



                                Table of Contents
                                   (continued)



                                                                                Page
                                                                                ----
                                                                             
SCHEDULE

SCHEDULE I       Commitments
SCHEDULE II      Lender Addresses
SCHEDULE III     Accounts
SCHEDULE IV      Existing Indebtedness
SCHEDULE V       Real Property
SCHEDULE VI      Plans
SCHEDULE VII     Capitalization
SCHEDULE VIII    Subsidiaries
SCHEDULE IX      Existing Investments
SCHEDULE X       Tax Matters
SCHEDULE XI      Insurance
SCHEDULE XII     Post-Closing Matters
SCHEDULE XIII    Non-Guarantor Subsidiaries, Excluded Foreign Subsidiaries
SCHEDULE XIV     Non-Wholly-Owned Subsidiaries
SCHEDULE XV      Qualified Jurisdictions
SCHEDULE XVI     Transactions with Affiliates
SCHEDULE XVII    Principal Properties
SCHEDULE XVIII   Existing Liens
SCHEDULE XIX     Existing Letters of Credit

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        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 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        Form of Shareholder Subordinated Note
EXHIBIT P        Form of Compliance Certificate
EXHIBIT Q        Form of Assignment and Assumption Agreement
EXHIBIT R        Form of Incremental Commitment Agreement



                                      (vi)





                                                                                Page
                                                                                ----
                                                                             
EXHIBIT S        Form of Landlord Personal Property Collateral Access
                 Agreements



                                      (vii)



          CREDIT AGREEMENT, dated as of April 12, 2006, among DHM HOLDING
COMPANY, INC., a Delaware corporation ("Holdings"), DOLE HOLDING COMPANY, LLC, a
Delaware limited liability company ("Intermediate Holdco"), 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 BANK 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 Holdings 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 Holdings (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 Subsidiary
Guarantor being the surviving or continuing Person).



          "Act" shall have the meaning provided in Section 13.18.

          "Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or have been purported to be
granted) (and continue to be in effect at the time of determination) pursuant to
Sections 9.11 and/or 10.12.

          "Additional Mortgage" shall have the meaning provided in Section
9.11(a).

          "Additional Mortgaged Property" shall have the meaning provided in
Section 9.11(a).

          "Additional Security Documents" shall mean all mortgages, pledge
agreements, security agreements and other security documents entered into from
time to time pursuant to Sections 9.11 and/or 10.12, as each such document may
be modified, supplemented or amended from time to time in accordance with the
terms hereof and thereof.

          "Adjusted Consolidated Net Income" shall mean, for any period,
Consolidated Net Income for such period plus, without duplication, the sum of
the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense and non-cash interest expense)
and net non-cash losses which were included in arriving at Consolidated Net
Income for such period, less the amount of all net non-cash gains which were
included in arriving at Consolidated Net Income for such period.

          "Adjusted Consolidated Working Capital" shall mean, at any time,
Consolidated Current Assets at such time (but excluding therefrom all cash and
Cash Equivalents) less Consolidated Current Liabilities at such time.

          "Adjusted Excess Cash Flow" shall mean, for any period, the remainder
of (i) Excess Cash Flow for such period minus (ii) the aggregate amount of
principal repayments of Term Loans to the extent (and only to the extent) that
such repayments were made as a voluntary prepayment pursuant to the Term Credit
Agreement.

          "Adjustment Date" shall mean the first day of each Fiscal Quarter of
the Borrower.

          "Administrative Agent" shall mean Deutsche Bank AG New York Branch, in
its capacity as Administrative Agent for the Lenders hereunder and under the
other Credit Documents, and shall include any successor to the Administrative
Agent appointed pursuant to Section 12.09.

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control another Person if
such Person possesses, directly or indirectly, the power (i) to vote 10% or more
of the securities having ordinary voting power for the election of directors (or
equivalent governing body) of such Person or (ii) to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting


                                      -2-



securities, by contract or otherwise; provided, however, that neither any Agent
nor any Lender (nor any Affiliate thereof) shall be considered an Affiliate of
Holdings or any Subsidiary thereof.

          "Affiliated Group" shall have the meaning provided in Section
10.06(v).

          "Agent" shall mean the Administrative Agent, the Syndication Agent and
each Co-Documentation Agent and shall include any successor to any such Person
appointed pursuant to Section 12.09.

          "Agent Advance" shall have the meaning provided in Section 2.01(f).

          "Agent Advance Period" shall have the meaning provided in Section
2.01(f).

          "Aggregate Exposure" at any time shall mean the sum of (i) the
aggregate principal amount of all Revolving Loans then outstanding (for this
purpose, using the Dollar Equivalent of each Euro Denominated Loan and each
Sterling Denominated Loan then outstanding), (ii) the aggregate amount of all
Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent of
all amounts expressed in Euros or Sterling) at such time and (iii) the aggregate
principal amount of all Swingline Loans (exclusive of Swingline Loans which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans).

          "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated (including any amendment and restatement
hereof), extended, renewed refinanced and/or replaced from time to time.

          "Applicable Commitment Commission Percentage" shall mean (i) for each
day on which the Aggregate Exposure is less than or equal to 50% of the Total
Commitment, 0.375% and (ii) for each day on which the Aggregate Exposure exceeds
50% of the Total Commitment, 0.250%.

          "Applicable Margin" shall mean, commencing on the Effective Date,
initially a percentage per annum equal to in the case of Loans maintained as (A)
Base Rate Loans 0.50% and (B) Euro Rate Loans, 1.50%; provided that the
Applicable Margin shall be adjusted quarterly on a prospective basis on each
Adjustment Date (commencing with the Adjustment Date to occur during the second
Fiscal Quarter to commence after the Initial Borrowing Date) in accordance with
the table below based on the Average Historical Borrowing Availability for such
Adjustment Date:



                                              Revolving      Revolving Loan and
                                            Loan and Euro   Swingline Loan Base
Average Historical Borrowing Availability    Rate Margin        Rate Margin
- -----------------------------------------   -------------   -------------------
                                                      
Less than 33% of the Total Commitment           1.75%              0.75%

Greater than or equal to 33% of the Total       1.50%              0.50%
Commitment but less than



                                      -3-





                                              Revolving      Revolving Loan and
                                            Loan and Euro   Swingline Loan Base
Average Historical Borrowing Availability    Rate Margin        Rate Margin
- -----------------------------------------   -------------   -------------------
                                                      
66% of the Total Commitment

Greater than or equal to 66% of the Total       1.25%              0.25%
Commitment


          The Applicable Margins as so determined shall apply, except as set
forth in the succeeding sentence, from the relevant Adjustment Date to the next
Adjustment Date. Notwithstanding anything to the contrary contained above in
this definition, the Applicable Margins shall be the highest set forth in the
table above at all times during which there shall exist any Specified Default or
any Event of Default.

          "Applicable Prepayment Percentage" shall mean, at any time, for
purposes of Section 5.02(e) and the definitions of "Retained Excess Cash Flow
Amount", 50%; provided that, so long as no Default or Event of Default is then
in existence, (i) if at any time the Total Leverage Ratio is less than 3.50:1.00
as at the last day of the most recently ended Fiscal Year of the Borrower (as
provided in an officer's certificate setting forth (in reasonable detail) the
calculation of the Total Leverage Ratio, which certificate shall be delivered by
the Borrower contemporaneously with the financial statements delivered under
Section 9.01(c) for such Fiscal Year of the Borrower then last ended), the
Applicable Prepayment Percentage shall instead be 0%.

          "Asset Sale" shall mean any sale, transfer or other disposition by
Holdings or any of its Subsidiaries to any Person other than the Borrower or any
Wholly-Owned Subsidiary of the Borrower of any asset or Property (including,
without limitation, any capital stock or other securities of, or other Equity
Interests in, another Person, but excluding the sale by Holdings of its own
capital stock) of Holdings or such Subsidiary other than (i) sales, transfers or
other dispositions of inventory made in the ordinary course of business, (ii)
other sales and dispositions that generate Net Sale Proceeds of less than
$15,000,000 in the aggregate in any Fiscal Year of Holdings or (iii) sales or
liquidations of Cash Equivalents, it being understood and agreed that the grant
of a Lien by Holdings or any of its Subsidiaries in favor of another Person
shall not in and of itself constitute an "Asset Sale" for purposes of this
definition.

          "Assignment and Assumption Agreement" shall mean an Assignment and
Assumption Agreement substantially in the form of Exhibit Q (appropriately
completed).

          "Authorized Officer" shall mean, with respect to (i) delivering
Notices of Borrowing, Notices of Conversion/Continuation and similar notices,
any person or persons that has or have been authorized by the board of directors
of Holdings or the Borrower to deliver such notices pursuant to this Agreement
and that has or have appropriate signature cards on file with the Administrative
Agent, the Swingline Lender or the respective Issuing Lender, (ii) delivering
financial information and officer's certificates pursuant to this Agreement, the
chief financial officer, the treasurer or any financial officer of Holdings or
the Borrower, and (iii) any other matter in connection with this Agreement or
any other Credit Document, any officer (or a person or persons so designated by
any two officers) of Holdings or the Borrower.


                                      -4-



          "Available Currency" shall mean Dollars, Euros and Sterling.

          "Average Historical Borrowing Availability" shall mean, at any
Adjustment Date, the average daily Borrowing Availability for the three-month
period immediately preceding such Adjustment Date (with the Borrowing Base for
any such day used to determine "Borrowing Availability" calculated by reference
to the most recent Borrowing Base Certificate delivered to the Administrative
Agent on or prior to such day pursuant to Section 9.01(o)).

          "Bankruptcy Code" shall have the meaning provided in Section 11.05.

          "Base Rate" shall mean, at any time, the higher of (i) the Prime
Lending Rate at such time and (ii) 1/2 of 1% in excess of the overnight Federal
Funds Rate at such time.

          "Base Rate Loan" shall mean (i) each Swingline Loan and (ii) each
other Loan designated or deemed designated as such by the Borrower at the time
of the incurrence thereof or conversion thereto.

          "Bermuda Company" shall mean Solvest, Ltd., a company organized under
the laws of Bermuda.

          "Bermuda Partnership" shall mean Dole Foreign Holdings, Ltd., a
limited liability company organized under the laws of Bermuda.

          "Bermuda Partnership Partner #1" shall mean Dole Fresh Fruit Company,
Inc., a corporation organized under the laws of Nevada and a Wholly-Owned
Subsidiary of the Borrower, and any successor thereto by way of a merger or
consolidation permitted by Section 10.01(d).

          "Bermuda Partnership Partner #2" shall mean Dole Ocean Cargo Express,
Inc., a corporation organized under the laws of Nevada and a Wholly-Owned
Subsidiary of the Borrower, and any successor thereto by way of a merger or
consolidation permitted by Section 10.01(d).

          "Bermuda Partnership Partners" shall mean and include Bermuda
Partnership Partner #1 and Bermuda Partnership Partner #2.

          "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

          "Borrowing" shall mean the borrowing of one Type of Loan of a single
Tranche from all the Lenders having Revolving Loan Commitments of the respective
Tranche (or from the Swingline Lender in the case of Swingline Loans) on a given
date (or resulting from a conversion or conversions on such date) having in the
case of Euro Rate Loans the same Interest Period, provided that Base Rate Loans
incurred pursuant to Section 2.10(b) shall be considered part of the related
Borrowing of Euro Rate Loans.


                                      -5-



          "Borrowing Availability" shall mean, as of any date of determination,
(i) the lesser of (x) the Total Commitment and (y) the Borrowing Base minus (ii)
the Aggregate Exposure.

          "Borrowing Availability Limitation" shall mean at any time that the
Borrowing Availability at such time is less than (x) in all cases other than as
provided in clause (y), the greater of (a) $70,000,000 and (b) 20% of the Total
Commitment at such time and (y) in the case of Section 9.01(o), $50,000,000.

          "Borrowing Base" shall mean, as of any date of determination, the
result of:

          (a) 85% of the amount of Eligible Accounts (determined in the case of
     Eligible Accounts denominated in Canadian Dollars by using the Dollar
     Equivalent thereof), plus

          (b) the lowest of

          (i)  the sum total of the following:

               (A)  72% of the lower of (x) cost (determined on a first in first
                    out basis) in accordance with GAAP and (y) fair market value
                    of Eligible Inventory consisting of the type produced,
                    marketed and/or distributed by Dole Packaged Foods, LLC on
                    the Effective Date,

               (B)  57% of the lower of (x) cost (determined on a first in first
                    out basis) in accordance with GAAP and (y) fair market value
                    of Eligible Inventory consisting of the type produced,
                    marketed and/or distributed by Dole Fresh Vegetables, Inc.
                    on the Effective Date,

               (C)  70% of the lower of (x) cost (determined on a first in first
                    out basis) in accordance with GAAP and (y) fair market value
                    of Eligible Inventory consisting of the type produced,
                    marketed and/or distributed by Dole Fresh Fruit Company on
                    the Effective Date, and

               (D)  70% of the lower of (x) cost (determined on a first in first
                    out basis) in accordance with GAAP and (y) fair market value
                    of Eligible Inventory consisting of the type produced,
                    marketed and/or distributed by Dole Fresh Flowers, Inc. on
                    the Effective Date,

          (ii) 85% times the then extant Net Orderly Liquidation Value of
     Eligible Inventory, minus

          (c) the sum of (i) the PACA Reserve, (ii) Dilution Reserve, (iii) Rent
     Reserve, (iv) the Inbound Freight Reserve and (v) the aggregate amount of
     reserves, if any, established by the Administrative Agent under Section
     2.01(d) with respect to the Borrowing Base.


                                      -6-



          "Borrowing Base Certificate" shall have the meaning provided in
Section 9.01(o)).

          "Business Day" shall mean (i) for all purposes other than as covered
by clauses (ii) and (iii) below, any day excluding Saturday, Sunday and any day
which shall be in the City of New York (or, with respect to an Issuing Lender
not located in the City of New York, the location of such Issuing Lender) a
legal holiday or a day on which banking institutions are authorized by law or
other governmental actions to close, (ii) with respect to all notices and
determinations in connection with, and payments of principal, Unpaid Drawings
and interest on or with respect to, Euro Denominated Loans or any Euro
Denominated Letters of Credit, any day which is a Business Day described in
clause (i) and which is also (A) a day for trading by and between banks in the
London interbank market and which shall not be a legal holiday or a day on which
banking institutions are authorized or required by law or other government
action to close in London or New York City and (B) in relation to any payment in
Euros, a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open and (iii) with respect to all notices
and determinations in connection with, and payments of principal, Eurodollar
Loans and Unpaid Drawings and interest on or with respect to, Eurodollar Loans
and Sterling Denominated Loans or any Sterling Denominated Letters of Credit,
any day which is a Business Day described in clause (i) and which is also a day
for trading by and between banks in the London interbank market and which shall
not be a legal holiday or a day on which banking institutions are authorized or
required by law or other government action to close in London.

          "Business Segment" shall mean a reportable segment as discussed in
Statement of Financial Accounting Standards No. 131 "Disclosure about Segments
of an Enterprise and Related Information."

          "Calculation Period" shall mean, with respect to any Permitted
Acquisition, any Significant Asset Sale or any other event expressly required to
be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the
Test Period most recently ended prior to the date of such Permitted Acquisition,
Significant Asset Sale or other event for which financial statements pursuant to
Sections 9.01(b) and (c) are then available.

          "California Disposition" shall have the meaning provided in Section
10.02(xx).

          "Canadian Dollars" shall mean the freely transferable lawful currency
of Canada.

          "Capital Expenditures" shall mean, with respect to any Person, for any
period, all expenditures by such Person which should be capitalized in
accordance with U.S. GAAP during such period, including, without duplication,
all such expenditures with respect to fixed or capital assets (including,
without limitation, expenditures for maintenance and repairs which should be
capitalized in accordance with U.S. GAAP) and the amount of all Capitalized
Lease Obligations incurred by such Person during such period.

          "Capital Lease," as applied to any Person, shall mean any lease of any
Property by that Person as lessee which, in conformity with U.S. GAAP, is
accounted for as a capital lease on the balance sheet of that Person.


                                      -7-



          "Capitalized Lease Obligations" of any Person shall mean all
obligations under such Person, in each case taken at the amount thereof
accounted for as indebtedness in accordance with U.S. GAAP.

          "Cash" shall mean money, currency or a credit balance in any demand or
Deposit Account.

          "Cash Equivalents" shall mean (i) Dollars, Euros, Sterling and, in the
case of any of Foreign Subsidiaries of the Borrower, such local currencies held
by them from time to time in the ordinary course of their businesses, (ii)
securities issued or directly fully guaranteed or insured by the governments of
the United States, the United Kingdom, Sweden, Switzerland, Japan, Canada and
members of the European Union or any agency or instrumentality thereof (provided
that the full faith and credit of the respective such government is pledged in
support thereof) having maturities of not more than six months from the date of
acquisition, (iii) securities issued by any state of the United States or any
political subdivision of any such state or any public instrumentality thereof
maturing within six months from the date of acquisition thereof and, at the time
of acquisition, having one of the two highest ratings obtainable from either S&P
or Moody's, (iv) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any domestic commercial bank or commercial bank of a
foreign country recognized by the United States, (x) in the case of a domestic
commercial bank, having capital and surplus in excess of $500,000,000 and
outstanding debt which is rated "A" (or similar equivalent thereof) or higher by
at least one nationally recognized statistical rating organization (as defined
under Rule 436 under the Securities Act) and (y) in the case of a foreign
commercial bank, having capital and surplus in excess of $250,000,000 (or the
foreign currency equivalent thereof), (v) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clauses (ii) and (iv) above entered into with any financial institution meeting
the qualifications specified in clause (iv) above, (vi) commercial paper having
a rating of at least A-1 from S&P or at least P-1 from Moody's and in each case
maturing within six months after the date of acquisition and (vii) investments
in money market funds which invest substantially all their assets in securities
of the types described in clauses (i) through (vi) above. Furthermore, with
respect to Foreign Subsidiaries of the Borrower that are not organized in one or
more Qualified Jurisdictions, Cash Equivalents shall include bank deposits (and
investments pursuant to operating account agreements) maintained with various
local banks in the ordinary course of business consistent with past practice of
the Borrower's Foreign Subsidiaries.

          "Cash Management Control Agreement" shall mean a "control agreement"
in form and substance acceptable to the Administrative Agent and containing
terms regarding the treatment of all cash and other amounts on deposit in the
Collection Account governed by such Cash Management Control Agreement consistent
with the requirements of Section 5.03.

          "Change of Control" shall mean (i) Holdings shall at any time cease to
own directly 100% of the Equity Interests of Intermediate Holdco, (ii)
Intermediate Holdco shall at any time cease to own directly 100% of the Equity
Interests of (x) the Borrower and (y) Corporate Holdco, (iii) the Borrower shall
at any time cease to own directly or indirectly 100% of the Equity Interests of
the Bermuda Company, (iv) the Permitted Holders shall at any


                                      -8-



time and for any reason fail to own at least 75% of both the economic and voting
interest in Holdings' capital stock, (v) the Board of Directors of Holdings
shall cease to consist of a majority of Continuing Directors, or (vi) a "change
of control" or similar event shall occur as provided in any Existing Senior
Notes Document, any Qualified Preferred Stock (or certificate of designation
governing the same), any Wellbeing Project Financing Document, any Permitted
Senior Notes Documents and any Permitted Refinancing Senior Notes Document.

          "Chief Executive Office" shall mean, with respect to any Person, the
location from which such Person manages the main part of its business operations
or other affairs.

          "Claims" shall have the meaning provided in the definition of
"Environmental Claims".

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

          "Collateral" shall mean all property (whether real or personal) with
respect to which any security interests have been granted (or purported to be
granted) pursuant to any Security Document, including, without limitation, all
Pledge Agreement Collateral, all Security Agreement Collateral, all Mortgaged
Properties and all cash and Cash Equivalents delivered as collateral pursuant to
Section 6.10 or 11 or any Credit Document and all Additional Collateral, if any.
It is understood and agreed that the term "Collateral" shall not include any
Property which constitutes Excluded Collateral, for so long as same constitutes
Excluded Collateral.

          "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors pursuant to the Security Documents.

          "Collection Account" shall mean each account established at a
Collection Bank subject to a Cash Management Control Agreement into which funds
shall be transferred as provided in Section 5.03(b).

          "Collection Banks" shall have the meaning provided in Section 5.03(b).

          "Commingled Inventory" shall mean Inventory of the Borrower or any
Wholly-Owned Subsidiary Guarantor that is commingled (whether pursuant to a
consignment, a toll manufacturing agreement or otherwise) with Inventory of
another Person (other than the Borrower or any Guarantor) at a location owned or
leased by the Borrower or any Wholly-Owned Subsidiary Guarantor to the extent
that such Inventory of the Borrower or a Wholly-Owned Subsidiary Guarantor is
not readily identifiable.

          "Commitment Commission" shall have the meaning provided in Section
4.01(a).

          "Commodity Agreements" shall mean commodity agreements, hedging
agreements and other similar agreements or arrangements designed to protect
against price fluctuations of commodities (e.g., fuel) used in the business of
the Borrower and its Subsidiaries.


                                      -9-



          "Company" shall mean any corporation, limited liability company,
partnership or other business entity (or the adjectival form thereof, where
appropriate).

          "Compliance Period" shall mean any period (x) commencing on the date
on which the Borrowing Availability is less than the Minimum Availability Amount
for the eight consecutive Business Days and (y) ending on the first date
thereafter on which the Borrowing Availability has been equal to or greater than
the Minimum Availability Amount 30 consecutive days.

          "Consolidated Current Assets" shall mean, at any time, the current
assets of the Borrower and its Consolidated Subsidiaries at such time determined
on a consolidated basis.

          "Consolidated Current Liabilities" shall mean, at any time, the
current liabilities of the Borrower and its Consolidated Subsidiaries determined
on a consolidated basis, but excluding the current portion of, and accrued but
unpaid interest on, any Indebtedness under this Agreement and any other
long-term Indebtedness which would otherwise be included therein.

          "Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income (without giving effect to (x) any extraordinary gains or losses and (y)
any gains or losses from sales of assets other than inventory sold in the
ordinary course of business) before (i) total interest expense (inclusive of
amortization of deferred financing fees and any other original issue discount)
of the Borrower and its Consolidated Subsidiaries determined on a consolidated
basis for such period, and (ii) provision for taxes based on income and foreign
withholding taxes, in each case to the extent deducted in determining
Consolidated Net Income for such period.

          "Consolidated EBITDA" shall mean for any period, Consolidated EBIT,
adjusted by (x) adding thereto (in each case to the extent deducted in
determining Consolidated Net Income for such period and not already added back
in determining Consolidated EBIT) the amount of (i) all depreciation and
amortization expense that were deducted in determining Consolidated EBIT for
such period, (ii) any other non-cash charges incurred in such period, to the
extent that same were deducted in arriving at Consolidated EBIT for such period,
and (iii) the amount of all fees and expenses incurred in connection with the
Transaction for such period, to the extent same were deducted in arriving at
Consolidated EBIT for such period and (y) subtracting therefrom, (i) to the
extent included in arriving at Consolidated EBIT for such period, the amount of
non-cash gains during such period, (ii) the aggregate amount of all cash
payments made during such period in connection with non-cash charges incurred in
a prior period, to the extent such non-cash charges were added back pursuant to
clause (x)(ii) above in a prior period and (iii) the amount of all "interest
expense" paid during such period under the Specified Existing Ship Leases
(calculated on a basis consistent with the past practices of the Borrower under
the Original Credit Agreement, as if FASB Interpretation No. 46 ("Consolidation
of Variable Interest Entities") had not been implemented).

          "Consolidated Fixed Charges" shall mean, for any period, the sum,
without duplication, of the following amounts (in each case, determined for the
Borrower and its Subsidiaries on a consolidated basis for such period): (i)
Consolidated Interest Expense payable in cash; (ii) scheduled payments of
principal on Consolidated Total Debt; (iii) Consolidated Capital Expenditures;
and (iv) the portion of taxes based on income actually paid in cash (net of


                                      -10-



any cash refunds received during such period and excluding any repatriation
taxes) and provisions for cash income taxes.

          "Consolidated Interest Expense" shall mean, for any period, (i) the
total consolidated interest expense of the Borrower and its Subsidiaries
(including, without limitation, all commissions, discounts and other commitment
and banking fees and charges (e.g., fees with respect to letters of credit,
Interest Rate Protection Agreements and Other Hedging Agreements) for such
period, adjusted to exclude (to the extent same would otherwise be included in
the calculation above in this clause (i)) the amortization of any deferred
financing costs for such period, plus (ii) without duplication, (x) that portion
of Capitalized Lease Obligations of Holdings and its Subsidiaries on a
consolidated basis representing the interest factor for such period, (y) the
"deemed interest expense" (i.e., the interest expense which would have been
applicable if the respective obligations were structured as on-balance sheet
financing arrangements) with respect to all Indebtedness of Holdings and its
Subsidiaries of the type described in clause (viii) of the definition of
Indebtedness contained herein (to the extent same does not arise from a
financing arrangement constituting an operating lease) for such period and (z)
gains or losses attributable to the interest component of cross-currency hedging
arrangements even if such transactions are treated for GAAP purposes as foreign
exchange transactions.

          "Consolidated Net Debt" shall mean, at any time, the remainder of (I)
the sum of (without duplication) (i) all Indebtedness of the Borrower and its
Consolidated Subsidiaries (on a consolidated basis) as would be required to be
reflected as debt or Capital Leases on the liability side of a consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries in accordance
with U.S. GAAP, (ii) all Indebtedness of the Borrower and its Consolidated
Subsidiaries of the type described in clauses (ii) and (vii) of the definition
of Indebtedness and (iii) all Contingent Obligations of the Borrower and its
Consolidated Subsidiaries in respect of Indebtedness of any third Person of the
type referred to in preceding clauses (i) and (ii) minus (II) the aggregate
amount of Unrestricted Cash Equivalents of Holdings and its Subsidiaries at such
time to the extent same would be reflected on a consolidated balance sheet of
the Borrower if same were prepared at such time; provided that (v) Indebtedness
of the Borrower and its Subsidiaries representing operating lease obligations
under the Specified Existing Ship Leases that became Indebtedness after the
Initial Borrowing Date as a result of the implementation of FASB Interpretation
No. 46 ("Consolidation of Variable Interest Entities") as in effect on the
Initial Borrowing Date shall not be included in any determination of
"Consolidated Net Debt", (w) the amount available to be drawn under all letters
of credit, bankers' acceptances, bank guaranties and similar obligations issued
for the account of the Borrower or any of its Consolidated Subsidiaries (but
excluding, for avoidance of doubt, all unpaid drawings or other monetary
obligations owing in respect of such letters of credit, bankers' acceptances,
bank guaranties and similar obligations) shall not be included in any
determination of "Consolidated Net Debt", (x) for purposes of this definition,
the amount of Indebtedness in respect of the Interest Rate Protection
Agreements, Other Hedging Agreements and Commodities Agreements shall be at any
time the unrealized net loss position, if any, of the Borrower and/or its
Consolidated Subsidiaries thereunder on a marked-to-market basis determined no
more than one month prior to such time, (y) obligations arising under Synthetic
Leases shall be included in determining Consolidated Net Debt and (z) any
Preferred Equity of the Borrower or any of its Consolidated Subsidiaries shall
be treated as Indebtedness, with an amount equal to the greater


                                      -11-



of the liquidation preference or the maximum fixed repurchase price of any such
outstanding Preferred Equity deemed to be a component of Consolidated Net Debt.

          "Consolidated Net Income" shall mean, for any period, the net income
(or loss) of the Borrower and its Consolidated Subsidiaries determined on a
consolidated basis for such period (taken as a single accounting period) in
accordance with U.S. GAAP, provided that the following items shall be excluded
in computing Consolidated Net Income (without duplication): (i) except for
determinations expressly required to be made on a Pro Forma Basis, the net
income (or loss) of any Person accrued prior to the date it becomes a
Consolidated Subsidiary or all or substantially all of the property or assets of
such Person are acquired by a Consolidated Subsidiary and (ii) the net income of
any Consolidated Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Consolidated Subsidiary of such net
income is not at the time permitted by the operation of the terms of its charter
or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Consolidated Subsidiary.

          "Consolidated Senior Secured Net Debt" shall mean, at any time (x) the
amount of Consolidated Net Debt at such time less (y) all amounts reflected
therein attributable to Indebtedness which is totally unsecured.

          "Consolidated Subsidiary" shall mean, with respect to any Person, at
any date, any other Person the Equity Interests of which are owned by such
Person and whose financial results are consolidated in the financial statements
of such Person in accordance with U.S. GAAP (and consistent with the
consolidation practices of the Borrower as in effect on the Initial Borrowing
Date), if such statements were prepared as of such date.

          "Consolidated Total Debt" shall mean, Consolidated Net Debt prior to
any calculation made pursuant to clause (II) of the definition thereof.

          "Contemplated Asset Sale" shall mean any sale of assets by the
Borrower and/or one or more of its Subsidiaries (including Real Property and
Equity Interests held by such Persons but excluding Equity Interests in the
Bermuda Company and the Bermuda Partnership and any Person which owns, directly
or indirectly, Equity Interests therein); provided, however, that any such
assets so sold shall be comprised of "non-core" assets which (i) are not
material to the operations of the Borrower and its Subsidiaries and (ii)
generated an insignificant portion of Consolidated EBITDA during the twelve
month period prior to the date of such sale.

          "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person as a result of such Person being a general partner of any other
Person, unless the underlying obligation is expressly made non-recourse as to
such general partner, and any obligation of such Person guaranteeing or intended
to guarantee any Indebtedness, leases, dividends or other obligations ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (x) for the purchase or payment of any such primary
obligation or (y) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the


                                      -12-



primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the lesser of (x) the stated
or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith and
(y) the stated amount of such Contingent Obligation.

          "Continuing Directors" shall mean the directors of Holdings on the
Effective Date and each other director if such director's nomination for
election to the Board of Directors of Holdings is recommended by a majority of
the then Continuing Directors.

          "Core Concentration Account" shall have the meaning provided in
Section 5.03(d).

          "Corporate Holdco" shall mean Dole Holding Company, Inc., a Delaware
corporation and a Wholly-Owned Subsidiary of Intermediate Holdco.

          "Credit Account" shall have the meaning provided in Section 5.03(f).

          "Credit Agreement Party" shall mean Holdings, Intermediate Holdco and
the Borrower.

          "Credit Agreement Party Guaranty" shall mean the guaranty of each
Credit Agreement Party (other than the Borrower) pursuant to Section 14.

          "Credit Documents" shall mean this Agreement, the Subsidiaries
Guaranty, the Pledge Agreement, the Security Agreement, the Intercompany
Subordination Agreement and, after the execution and delivery thereof pursuant
to the terms of this Agreement, each Note and each other Security Document.

          "Credit Event" shall mean the making of any Loan or the issuance of
any Letter of Credit.

          "Credit Party" shall mean each Credit Agreement Party and each
Subsidiary Guarantor.

          "Customer" shall mean the account debtor with respect to any account
and/or prospective purchaser of goods, services or both with respect to any
contract or contract right, and/or any party who enters into or proposes to
enter into any contract or other arrangement with any Credit Party, pursuant to
which such Credit Party is to sell any personal property or perform any
services.


                                      -13-



          "DBNY" shall mean Deutsche Bank AG New York Branch, in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

          "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

          "Deposit Account" shall mean a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

          "Dilution" shall mean, as of any date of determination, a percentage,
based upon the experience of the immediately prior 13 fiscal periods, that is
the result of dividing the Dollar amount of (a) bad debt write-downs, discounts,
advertising allowances, credits, or other dilutive items with respect to the
Accounts of the Borrower and each Wholly-Owned Subsidiary Guarantor during such
period, by (b) the billings of the Borrower and each Wholly-Owned Subsidiary
Guarantor with respect to their Accounts during such period.

          "Dilution Reserve" shall mean, as of any date of determination, an
amount sufficient to reduce the advance rate against Eligible Accounts by one
percentage point (1%) for each percentage point by which Dilution is in excess
of 5%.

          "Dividend" shall have the meaning provided in Section 10.06.

          "Documents" shall mean, collectively, (i) the Credit Documents and
(ii) the Term Credit Documents.

          "Dole Settlement Company" shall mean the Borrower or a Qualified
Obligor that is not subject to the guaranty limitation applicable to the Bermuda
Partnership Partners contained in the U.S. Subsidiaries Guaranty (as defined in
the Term Credit Agreement).

          "Dollars" and the sign "$" shall each mean freely transferable lawful
money of the United States.

          "Dollar Denominated Letter of Credit" shall mean each Letter of Credit
denominated in Dollars.

          "Dollar Equivalent" of an amount denominated in a currency other than
Dollars shall mean, at any time for the determination thereof, the amount of
Dollars which could be purchased with the amount of such currency involved in
such computation at the spot exchange rate therefor as quoted by the
Administrative Agent as of 11:00 A.M. (New York time) on the date two Business
Days prior to the date of any determination thereof for purchase on such date;
provided that for purposes of (x) determining compliance with Sections 2.01(a),
2.01(b), 3.02, 5.02(a) and 7.01 and (y) calculating Fees pursuant to Section
4.01, the Dollar Equivalent of any amounts denominated in a currency other than
Dollars shall be revalued on a monthly basis using the spot exchange rates
therefor as quoted in The Wall Street Journal (or, if same does not


                                      -14-



provide such exchange rates, on such other basis as is reasonably satisfactory
to the Administrative Agent) on the first Business Day of each calendar month,
(iii) at any time during a calendar month, if the Aggregate Exposure (for the
purposes of the determination thereof, using the Dollar Equivalent as
recalculated based on the spot exchange rate therefor as quoted in The Wall
Street Journal (or, if same does not provide such exchange rates, on such other
basis as is reasonably satisfactory to the Administrative Agent) on the
respective date of determination pursuant to this exception) would exceed 85% of
the lesser of (x) the Total Commitment and (y) the Borrowing Base at such time,
then in the sole discretion of the Administrative Agent or at the request of the
Required Lenders, the Dollar Equivalent shall be reset based upon the spot
exchange rates on such date as quoted in The Wall Street Journal (or, if same
does not provide such exchange rates, on such other basis as is reasonably
satisfactory to the Administrative Agent), which rates shall remain in effect
until the last Business Day of such calendar month or such earlier date, if any,
as the rate is reset pursuant to this proviso and (iv) notwithstanding anything
to the contrary contained in this definition, at any time that a Default or an
Event of Default then exists, the Administrative Agent may revalue the Dollar
Equivalent of any amounts outstanding under the Credit Documents in a currency
other than Dollars in its sole discretion using the spot exchange rates therefor
as quoted in The Wall Street Journal (or, if the same does not provide such
exchange rates, on such other basis as is reasonably satisfactory to the
Administrative Agent).

          "Domestic Subsidiary" of any Person shall mean any Subsidiary of such
Person incorporated or organized in the United States or any State or territory
thereof or the District of Columbia.

          "Drawing" shall have the meaning provided in Section 3.05(b).

          "Effective Date" shall have the meaning provided in Section 13.10.

          "Eligible Accounts" shall mean those Accounts created by the Borrower
and the Wholly-Owned Subsidiary Guarantors in the ordinary course of its
business, that arise out of their sale of goods or rendition of services, that
comply with each of the representations and warranties respecting Eligible
Accounts made in the Credit Documents, and that are not excluded as ineligible
by virtue of one or more of the excluding criteria set forth below; provided,
however, that such criteria may be revised from time to time by Administrative
Agent in its Permitted Discretion to address the results of any audit performed
by or on behalf of the Administrative Agent from time to time after the
Effective Date. Administrative Agent shall have the right to establish, modify
or eliminate Reserves against Eligible Accounts from time to time on its
Permitted Discretion. In determining the amount to be included, Eligible
Accounts shall be calculated net of customer deposits and unapplied cash.
Eligible Accounts shall not include the following:

          (a) Accounts that the Account Debtor has failed to pay within 90 days
     of original invoice date or which are 60 days or more past due,

          (b) Accounts owed by an Account Debtor (or its Affiliates) where 50%
     or more of the total amount of all Accounts owed by that Account Debtor (or
     its Affiliates) are deemed ineligible under clause (a) above,


                                      -15-



          (c) the amount of any credit balances greater than 90 days past their
     invoice date with respect to any Account,

          (d) Accounts with selling terms of more than 60 days,

          (e) Accounts with respect to which the Account Debtor is (i) an
     Affiliate of the Borrower or (ii) an employee or agent of the Borrower or
     any Affiliate of the Borrower,

          (f) Accounts arising in a transaction wherein goods are placed on
     consignment or are sold pursuant to a guaranteed sale, a sale or return, a
     sale on approval, a bill and hold, or any other terms by reason of which
     the payment by the Account Debtor may be conditional,

          (g) Accounts that are not payable in U.S. Dollars or Canadian Dollars;

          (h) Accounts with respect to which the Account Debtor is a
     non-Governmental Authority unless: (i) the Account Debtor either (A)
     maintains its Chief Executive Office in the United States or Canada, or (B)
     is organized under the laws of the United States, Canada or any state,
     territory, province or subdivision thereof; or (ii) (A) the Account is
     supported by an irrevocable letter of credit satisfactory to Administrative
     Agent, in its Permitted Discretion (as to form, substance, and issuer or
     domestic confirming bank), that has been delivered to Administrative Agent
     and is directly drawable by Administrative Agent, or (B) the Account is
     covered by credit insurance in form, substance, and amount, and by an
     insurer, satisfactory to Administrative Agent, in its Permitted Discretion,

          (i) Accounts with respect to which the Account Debtor is the
     government of any foreign country or sovereign state, or of any state,
     province, municipality, or other political subdivision thereof, or of any
     department, agency, public corporation, or other instrumentality thereof,
     unless (i) the Account is supported by an irrevocable letter of credit
     satisfactory to Administrative Agent, in its Permitted Discretion (as to
     form, substance, and issuer or domestic confirming bank), that has been
     delivered to Administrative Agent and is directly drawable by
     Administrative Agent, or (ii) the Account is covered by credit insurance in
     form, substance, and amount, and by an insurer, satisfactory to
     Administrative Agent, in its Permitted Discretion,

          (j) Accounts with respect to which the Account Debtor is (i) the
     federal government of Canada or any department, agency or instrumentality
     of Canada or (ii) the federal government of the United States or any
     department, agency or instrumentality of the United States (exclusive,
     however, of Accounts with respect to which the Borrower has complied, to
     the reasonable satisfaction of Administrative Agent, with the Assignment of
     Claims Act, 31 USC Section 3727),

          (k) Accounts with respect to which the Account Debtor is a creditor of
     the Borrower or any Subsidiary of the Borrower, has or has asserted a right
     of setoff, or has disputed its obligation to pay all or any portion of the
     Account, to the extent (including, without limitation, with respect to
     rebates) of such claim, right of setoff, or dispute,


                                      -16-



          (l) Accounts with respect to an Account Debtor whose total obligations
     owing to Borrower or any Subsidiary of the Borrower exceed 20% (such
     percentage as applied to a particular Account Debtor being subject to
     reduction by Administrative Agent in its Permitted Discretion if the
     creditworthiness of such Account Debtor deteriorates or is otherwise
     unacceptable) of all Eligible Accounts, to the extent of the obligations
     owing by such Account Debtor in excess of such percentage; provided,
     however, that, in each case, the amount of Eligible Accounts that are
     excluded because they exceed the foregoing percentage shall be determined
     by Administrative Agent based on all of the otherwise Eligible Accounts
     prior to giving effect to any eliminations based upon the foregoing
     concentration limit,

          (m) Accounts with respect to which the Account Debtor is subject to an
     Insolvency Proceeding, has gone out of business, or as to which any Credit
     Party has received notice of an imminent Insolvency Proceeding or a
     material impairment of the financial condition of such Account Debtor,

          (n) Accounts with respect to which the Account Debtor is located in a
     state, province or jurisdiction (e.g., New Jersey, ---- Minnesota, and West
     Virginia) that requires, as a condition to access to the courts of such
     jurisdiction, that a creditor qualify to transact business, file a business
     activities report or other report or form, or take one or more other
     actions, unless the Borrower or Wholly-Owned Subsidiary Guarantor, as the
     case may be, has so qualified, filed such reports or forms, or taken such
     actions (and, in each case, paid any required fees or other charges),
     except to the extent that the Borrower or Wholly-Owned Subsidiary
     Guarantor, as the case may be, may qualify subsequently as a foreign entity
     authorized to transact business in such state or jurisdiction and gain
     access to such courts, without incurring any cost or penalty viewed by
     Administrative Agent, in its Permitted Discretion, to be significant in
     amount, and such later qualification cures any access to such courts to
     enforce payment of such Account,

          (o) Accounts that are not subject to a valid and perfected First
     Priority Lien in favor of the Collateral Agent pursuant to the relevant
     Security Document as provided in the Intercreditor Agreement,

          (p) Accounts with respect to which (i) the goods giving rise to such
     Account have not been shipped and billed to the Account Debtor, or (ii) the
     services giving rise to such Account have not been performed and billed to
     the Account Debtor, or

          (q) Accounts that represent the right to receive progress payments or
     other advance billings that are due prior to the completion of performance
     by the Borrower of the subject contract for goods or services.

          "Eligible Inventory" shall mean all of the Inventory owned by the
Borrower or any Wholly-Owned Subsidiary Guarantor and reflected in the most
recent Borrowing Base Certificate delivered by the Borrower to Administrative
Agent, except any Inventory to which any of the exclusionary criteria set forth
below applies. Administrative Agent shall have the right to establish, modify or
eliminate Reserves against Eligible Inventory from time to time in its Permitted
Discretion. In addition, Administrative Agent shall have the right, from time to


                                      -17-



time, to adjust any of the criteria set forth below and to establish new
criteria with respect to Eligible Inventory, in its Permitted Discretion.
Eligible Inventory shall not include any Inventory of the Borrower or a
Wholly-Owned Subsidiary Guarantor that:

          (a) is not owned by the Borrower or a Wholly-Owned Subsidiary
     Guarantor free and clear of all Liens and rights of any other Person
     (including the rights of a purchaser that has made progress payments and
     the rights of a surety that has issued a bond to assure the Borrower's or
     Wholly-Owned Subsidiary Guarantor's performance with respect to that
     Inventory), except the First Priority Lien in favor of the Collateral Agent
     on behalf of the ABL Secured Parties and a Second Priority Lien in favor of
     the Term Collateral Agent on behalf of the Term Secured Parties and
     Permitted Liens in favor of landlords, bailees and freight carriers and
     forwarders to the extent permitted in the provisions of this Agreement
     (subject to Reserves established by Administrative Agent in accordance with
     the provisions of this Agreement and other Permitted Liens);

          (b) one of the following is not applicable to such Inventory: (i) is
     located on premises (including, without limitation, farms) owned, leased or
     rented by the Borrower or a Wholly-Owned Subsidiary Guarantor and in the
     case of leased or rented premises either (x) if requested by the
     Administrative Agent a reasonably satisfactory landlord waiver has been
     delivered to the Administrative Agent or (y) Reserves (including, without
     limitation, Reserves for grower payables), reasonably satisfactory to the
     Administrative Agent have been established with respect thereto or (ii) is
     stored with a bailee (including, without limitation, a processor or
     converter) at a leased location, and either (x) a reasonably satisfactory
     landlord waiver has been delivered to the Administrative Agent, or (y)
     Reserves (including Reserves for grower payables) reasonably satisfactory
     to the Administrative Agent have been established with respect thereto, or
     (iii) is stored with a bailee or warehouseman and (x) a reasonably
     satisfactory, acknowledged bailee letter has been received by the
     Administrative Agent and Reserves reasonably satisfactory to the
     Administrative Agent have been established with respect thereto or (y)
     Reserves reasonably satisfactory to the Administrative Agent have been
     established with respect thereto, or (iv) is located at an owned location
     subject to a mortgage or other security interest in favor of a creditor
     other than the Collateral Agent or the Term Collateral Agent unless a
     Landlord Personal Property Collateral Access Agreement has been delivered
     to the Administrative Agent, or (v) is located on premises owned, leased or
     rented by a Customer of the Borrower or a Wholly-Owned Guarantor
     Subsidiary, unless (A) the Administrative Agent has been notified thereof
     in advance, (B) such Inventory of the Borrower or such Subsidiary Guarantor
     is clearly segregated from all Inventory of such customer in a manner
     satisfactory to the Administrative Agent in its Permitted Discretion, (C)
     all UCC filings deemed necessary or desirable by the Administrative Agent
     have been made, including, without limitation, all UCC filings in respect
     of consigned inventory naming Customer as debtor and the Borrower or
     Subsidiary Guarantor as secured party and all assignments of such UCC
     filings by the Borrower or any Subsidiary Guarantor to Collateral Agent as
     assignee of the secured party and (D) a satisfactory collateral agreement,
     with respect to, among other things, access, acknowledgment of Collateral
     Agent's first priority Lien, UCC consignment filings and said Customer's
     agreement to notify Collateral Agent in advance if it changes its
     jurisdiction of organization, has been delivered to Collateral Agent by
     such Customer,


                                      -18-



     or (vi) is in transit and clause (A), clause (B) or clause (C) of clause
     (d) below is applicable;

          (c) is placed on consignment unless Reserves reasonably satisfactory
     to the Administrative Agent have been established with respect thereto;

          (d) is in transit, except inventory that is in transit (A) between
     locations owned or leased by the Borrower or one or more of Subsidiary
     Guarantors, or (B) is in transit within the United States and Canada and is
     under the control of the Borrower, or (C) is in transit from a jurisdiction
     other than the United States and Canada to the United States or Canada and
     consists solely of inventory consisting of the type produced, marketed
     and/or distributed by Dole Packaged Foods, LLC on the Effective Date on a
     maritime vessel and, in the case of clauses (B) and (C) with respect to
     which Reserves reasonably satisfactory to the Administrative Agent and
     determined in the Administrative Agent's Permitted Discretion have been
     established with respect thereto;

          (e) is covered by a negotiable document of title, unless, at the
     Collateral Agent's request, such document has been delivered to Collateral
     Agent or an agent thereof and take such other actions as the Administrative
     Agent requests in order to create a perfected First Priority security
     interest in favor of the Collateral Agent in such Inventory with all
     necessary endorsements, free and clear of all Liens except those in favor
     of Collateral Agent and the Term Collateral Agent and the amount of any
     shipping fees, costs and expenses shall be reflected in Inbound Freight
     Reserves;

          (f) is excess, obsolete, unsalable, seconds, damaged or unfit for
     sale;

          (g) consists of display items or packaging material (other than
     linerboard), or shipping materials, supplies, fuel or replacement parts for
     equipment of Holdings and its Subsidiaries;

          (h) consists of goods that have been returned by the buyer and are not
     in salable condition;

          (i) is not of a type held for sale in the ordinary course of the
     Borrower's or any Wholly-Owned Subsidiary Guarantor's business;

          (j) is not subject to a First Priority Lien in favor of the Collateral
     Agent on behalf of the ABL Secured Parties and a Second Priority Lien in
     favor of the Collateral Agent on behalf of the Term Secured Parties, in
     each case as provided in the Intercreditor Agreement; provided, that no
     Inventory subject to a Permitted Lien shall be Eligible Inventory to the
     extent, but only to the extent, a Permitted Lien primes the First Priority
     Lien granted to Collateral Agent, as determined by the Administrative Agent
     in its Permitted Discretion;

          (k) breaches in any material respect any of the representations or
     warranties pertaining to Inventory set forth in the Credit Documents;


                                      -19-



          (l) does not conform to all standards imposed by any governmental
     agency, division or department thereof which has regulatory authority over
     such goods or the use or sale thereof;

          (m) is Commingled Inventory;

          (n) is located outside of the United States of America or Canada;
     other than Inventory which is in transit as to which sub-clause (C) of
     clause (d) above is applicable;

          (o) is subject to a license agreement or other arrangement with a
     third party which, in the Administrative Agent's determination, restricts
     the ability of the Administrative Agent to exercise its rights under the
     Credit Documents with respect to such Inventory unless such third party has
     entered into an agreement in form and substance reasonably satisfactory to
     the Administrative Agent permitting the Administrative Agent to exercise
     its rights with respect to such Inventory or the Administrative Agent has
     otherwise agreed to allow such Inventory to be eligible in the
     Administrative Agent's Permitted Discretion; or

          (p) is otherwise unacceptable to Administrative Agent in its Permitted
     Discretion.

          "Eligible Transferee" shall mean and include a commercial bank, an
insurance company, a finance company, a financial institution, any fund that
invests in loans or any other "accredited investor" (as defined in Regulation D
of the Securities Act), but in any event excluding Holdings, its Subsidiaries
and Affiliates.

          "End Date" shall have the meaning provided in the definition of
Applicable Margin.

          "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any violation (or alleged violation) by Holdings or any of its
Subsidiaries under any Environmental Law or any permit issued to Holdings or any
of its Subsidiaries under any such law (hereafter "Claims"), including, without
limitation, (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and (b) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

          "Environmental Law" shall mean any federal, state or local policy
having the force and effect of law, statute, law, rule, regulation, ordinance,
code or rule of common law now or hereafter in effect and in each case as
amended, and any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment (for purposes
of this definition (collectively, "Laws")), relating to the indoor or outdoor
environment, or Hazardous Materials or health and safety to the extent such
health and safety issues arise under the Occupational Safety and Health Act of
1970, as amended, or any such similar Laws.


                                      -20-



          "Equity Infusion" shall mean (i) in the case of Holdings, the sale or
issuance of Equity Interests of Holdings to, or a capital contribution to
Holdings by, David H. Murdock or any of his affiliates and (ii) in the case of
Intermediate Holdco, the sale or issuance of Equity Interests of Intermediate
Holdco to, or a capital contribution to Intermediate Holdco by, Holdings which
is financed by Holdings solely with the proceeds of the sale or issuance of
Equity Interests and/or capital contributions described in preceding clause (i).

          "Equity Interests" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participation or other
equivalents of or interest in (however designated) equity of such Person,
including any common stock, preferred stock, any limited or general partnership
interest and any limited liability company membership interest.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect on the
Initial Borrowing Date and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with Holdings or a Subsidiary of Holdings would be
deemed to be a "single employer" (i) within the meaning of Section 414(b), (c),
(m) or (o) of the Code or (ii) as a result of Holdings or a Subsidiary of
Holdings being or having been a general partner of such Person.

          "Euro Denominated Loan" shall mean all Loans denominated in Euros.

          "Euro Denominated Obligations" shall mean the principal aggregate
amount of all Euro Denominated Loans and the Stated Amount of all Euro
Denominated Letters of Credit.

          "Euro Denominated Letter of Credit" shall mean each Letter of Credit
denominated in Euros.

          "Euro LIBOR" shall mean, with respect to each Borrowing of Euro
Denominated Loans, (i) the rate per annum for deposits in Euros as determined by
the Administrative Agent for a period corresponding to the duration of the
relevant Interest Period which appears on Reuters Page EURIBOR-01 (or any
successor page) at approximately 11:00 A.M. (Brussels time) on the date which is
two Business Days prior to the commencement of such Interest Period or (ii) if
such rate is not shown on Reuters Page EURIBOR-01 (or any successor page), the
average offered quotation to prime banks in the Euro-zone interbank market by
the Administrative Agent for Euro deposits of amounts comparable to the
principal amount of the Euro Denominated Loan to be made by the Administrative
Agent as part of such Borrowing with maturities comparable to the Interest
Period to be applicable to such Loan (rounded upward to the next whole multiple
of 1/16 of 1%), determined as of 11:00 A.M. (Brussels time) on the date which is
two Business Days prior to the commencement of such Interest Period; provided
that in the event the Administrative Agent has made any determination pursuant
to Section 2.10(a)(i) in respect of Loans denominated in Euros, or in the
circumstances described in clause (i) to the proviso to Section 2.10(b) in
respect of Loans denominated in Euros, Euro LIBOR determined pursuant to this
definition shall instead be the rate determined by the Administrative Agent as
the


                                      -21-



all-in-cost of funds for the Administrative Agent (or such other Lender) to fund
a Borrowing of Loans denominated in Euros with maturities comparable to the
Interest Period applicable thereto.

          "Euro Rate" shall mean and include each of the Eurodollar Rate, Euro
LIBOR and Sterling LIBOR.

          "Euro Rate Loan" shall mean each Eurodollar Loan, each Euro
Denominated Loan and each Sterling Denominated Loan.

          "Eurodollar Loan" shall mean each Loan (other than a Swingline Loan)
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

          "Eurodollar Rate" shall mean (a) the offered quotation to first-class
banks in the New York interbank Eurodollar market by the Administrative Agent
for Dollar deposits of amounts in immediately available funds comparable to the
outstanding principal amount of the Eurodollar Loan of the Administrative Agent
(in its capacity as a Lender) (or, if the Administrative Agent is not a Lender
with respect thereto, taking the average principal amount of the Eurodollar Loan
then being made by the various Lenders pursuant thereto)) with maturities
comparable to the Interest Period applicable to such Eurodollar Loan commencing
two Business Days thereafter as of 10:00 A.M. (New York City time) on the
applicable Interest Determination Date, divided (and rounded upward to the
nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the then stated
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves required by
applicable law) applicable to any member bank of the Federal Reserve System in
respect of Eurocurrency funding or liabilities as defined in Regulation D (or
any successor category of liabilities under Regulation D).

          "Event of Default" shall have the meaning provided in Section 11.

          "Excess Cash Flow" shall mean, for any period, the remainder of (a)
the sum of, without duplication, (i) Adjusted Consolidated Net Income for such
period and (ii) the decrease, if any, in Adjusted Consolidated Working Capital
from the first day to the last day of such period, minus (b) the sum of, without
duplication, (i) the aggregate amount of all Capital Expenditures made by the
Borrower and its Subsidiaries during such period (other than Capital
Expenditures to the extent financed with equity proceeds, Equity Interests,
asset sale proceeds, insurance proceeds or Indebtedness (other than with Loans,
Swingline Loans, Original Revolving Loans, or Original Swingline Loans)), (ii)
the aggregate amount of permanent principal payments of Indebtedness for
borrowed money of the Borrower and its Subsidiaries and the permanent repayment
of the principal component of Capitalized Lease Obligations of the Borrower and
its Subsidiaries during such period (other than (A) repayments, to the extent
made with asset sale proceeds, equity proceeds, insurance proceeds or
Indebtedness, (B) repayments of Original Loans, unless same were required as a
result of a Scheduled Repayment (as defined in the Original Credit Agreement
under Section 4.02(b) of the Original Credit Agreement, (C) repayments of the
Loans or (D) a Scheduled Repayment of the Term Loans under Section 4.02(b) of
the Term Credit Agreement, as the case may be) and (iii) the increase, if any,
in Adjusted Consolidated Working Capital from the first day to the last day of
such period.


                                      -22-



          "Excess Cash Flow Payment Period" shall mean, with respect to any
Excess Cash Payment Date, the immediately preceding Fiscal Year of Holdings.

          "Excess Cash Payment Date" shall mean the date occurring 3 Business
Days after the 90th day following the last day of each Fiscal Year of Holdings.

          "Excluded Bermuda Insurance Companies" shall mean and include (i)
Ashford Company Limited, a limited liability corporation organized under laws of
Bermuda, and (ii) Mendocino Limited, a limited liability corporation organized
under laws of Bermuda.

          "Excluded Collateral" shall mean and include (i) each Principal
Property of the Borrower and any of its Restricted Subsidiaries, (ii) all shares
of capital stock or Indebtedness (as defined in the Existing 2013 Senior Notes
Indenture as in effect on the Initial Borrowing Date) of any Restricted
Subsidiary of the Borrower (which Indebtedness (as so defined) is then held by
the Borrower or any Restricted Subsidiary), (iii) Margin Stock owned or held by
Holdings or any of its Subsidiaries, except to the extent required to be pledged
pursuant to Section 9.19 and (iv) the Wellbeing Project Financing Interest
Reserve Account; provided that the collateral described in preceding clauses (i)
and (ii) shall cease to constitute "Excluded Collateral" upon the repayment in
full of all Existing 2009 Senior Notes and all Existing 2013 Senior Notes.

          "Excluded Deposit Accounts" shall mean (i) Deposit Accounts with an
aggregate monthly balance of less than $500,000, provided that, with respect to
this clause (i) only, the aggregate amount in all such Deposit Accounts excluded
pursuant to this clause (i) does not exceed $5,000,000 at any time, (ii) deposit
accounts specially and exclusively used for payroll, payroll taxes and other
employee wage and benefit payments to or for the benefit of the U.S. Dole
Group's salaried employees and (iii) such other accounts used solely for
disbursement purposes, provided that the aggregate balance maintained in the
accounts described in clauses (i), (ii) and (iii) above shall not exceed
$25,000,000 for more than consecutive five Business Days.

          "Excluded Domestic Subsidiary" shall mean County Line Mutual Water
Company, a Wholly-Owned Domestic Subsidiary of the Borrower.

          "Existing 2009 Senior Notes" shall mean the Borrower's 8-5/8% Senior
Notes due 2009, issued pursuant to the Existing 2009 Senior Notes Indenture, as
in effect on the Initial Borrowing Date and as the same may be amended, modified
or supplemented from time to time in accordance with the terms hereof and
thereof.

          "Existing 2009 Senior Notes Documents" shall mean the Existing 2009
Senior Notes, the Existing 2009 Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2009 Senior Notes or
Existing 2009 Senior Notes Indenture, as in effect on the Initial Borrowing Date
and as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

          "Existing 2009 Senior Notes Indenture" shall mean the Indenture, dated
as of July 15, 1993, among the Borrower, any Subsidiary Guarantors from time to
time party thereto and the trustee therefor, as in effect on the Initial
Borrowing Date and as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.


                                      -23-



          "Existing 2010 Senior Notes" shall mean the Borrower's 7-1/4% Senior
Notes due 2010, issued pursuant to the Existing 2010 Senior Notes Indenture, as
in effect on the Initial Borrowing Date and as the same may be amended, modified
or supplemented from time to time in accordance with the terms hereof and
thereof.

          "Existing 2010 Senior Notes Documents" shall mean the Existing 2010
Senior Notes, the Existing 2010 Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2010 Senior Notes or
Existing 2010 Senior Notes Indenture, as in effect on the Initial Borrowing Date
and as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

          "Existing 2010 Senior Notes Indenture" shall mean the Indenture, dated
as of May 29, 2003, among the Borrower, any Subsidiary Guarantors from time to
time party thereto and the trustee therefor, as in effect on the Initial
Borrowing Date and as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.

          "Existing 2011 Senior Notes" shall mean the Borrower's 8-7/8% Senior
Notes due 2011, issued pursuant to the Existing 2011 Senior Notes Indenture, as
in effect on the Initial Borrowing Date and as the same may be amended, modified
or supplemented from time to time in accordance with the terms hereof and
thereof.

          "Existing 2011 Senior Notes Documents" shall mean the Existing 2011
Senior Notes, the Existing 2011 Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2011 Senior Notes or
Existing 2011 Senior Notes Indenture, as in effect on the Initial Borrowing Date
and as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

          "Existing 2011 Senior Notes Indenture" shall mean the Indenture, dated
as of March 28, 2003, among the Borrower, any Subsidiary Guarantors from time to
time party thereto and the trustee therefor, as in effect on the Initial
Borrowing Date and as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.

          "Existing 2013 Senior Notes" shall mean the Borrower's 7-7/8% Senior
Notes due 2013, issued pursuant to the Existing 2013 Senior Notes Indenture, as
in effect on the Initial Borrowing Date and as the same may be amended, modified
or supplemented from time to time in accordance with the terms hereof and
thereof.

          "Existing 2013 Senior Notes Documents" shall mean the Existing 2013
Senior Notes, the Existing 2013 Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2013 Senior Notes or
Existing 2013 Senior Notes Indenture, as in effect on the Initial Borrowing Date
and as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

          "Existing 2013 Senior Notes Indenture" shall mean the Indenture, dated
as of July 15, 1993, among the Borrower, any Subsidiary Guarantors from time to
time party thereto and the trustee therefor, as in effect on the Initial
Borrowing Date and as the same may be


                                      -24-



amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Existing Credit Agreement" shall mean the Credit Agreement, dated as
of March 28, 2003 and amended and restated as of April 18, 2005 as amended,
among Holdings, Intermediate Holdco, the Borrower, Solvest Ltd., Deutsche Bank
AG New York Branch, as agent, and the other lenders party thereto (as amended
through and including the Initial Borrowing Date).

          "Existing Indebtedness" shall mean and include Scheduled Existing
Indebtedness and the Existing Senior Notes Documents.

          "Existing Indebtedness Agreements" shall have the meaning provided in
Section 6.05.

          "Existing Letters of Credit" shall have the meaning provided in
Section 3.01(c).

          "Existing Senior Notes" shall mean and include the Existing 2009
Senior Notes, the Existing 2013 Senior Notes, the Existing 2011 Senior Notes and
the Existing 2010 Senior Notes.

          "Existing Senior Notes Documents" shall mean and include (i) the
Existing 2009 Senior Notes Documents, (ii) the Existing 2013 Senior Notes
Documents, (iii) the Existing 2011 Senior Notes Documents and (iv) the Existing
2010 Senior Notes Documents.

          "Expenses" shall mean all present and future reasonable and invoiced
expenses incurred by or on behalf of the Administrative Agent or any Issuing
Lender in connection with this Agreement, any other Credit Document or otherwise
in its capacity as the Administrative Agent under this Agreement or as the
Collateral Agent under any Security Document or as an Issuing Lender under this
Agreement, whether incurred heretofore or hereafter, which expenses shall
include, without limitation, the cost of record searches, the reasonable fees
and expenses of attorneys and paralegals, all reasonable and invoiced costs and
expenses incurred by the Administrative Agent (and the Collateral Agent) in
opening bank accounts, depositing checks, electronically or otherwise receiving
and transferring funds, and any other charges imposed on the Administrative
Agent (and the Collateral Agent) due to insufficient funds of deposited checks
and the standard fee of the Administrative Agent (and the Collateral Agent)
relating thereto, collateral examination fees and expenses, reasonable fees and
expenses of accountants, appraisers or other consultants, experts or advisors
employed or retained by the Administrative Agent (and the Collateral Agent),
fees and taxes related to the filing of financing statements, costs of preparing
and recording any other Credit Documents, all expenses, costs and fees set forth
in this Agreement and the other Credit Documents, all other fees and expenses
required to be paid pursuant to any other letter agreement and all fees and
expenses incurred in connection with releasing Collateral and the amendment or
termination of any of the Credit Documents.

          "Exposure" shall mean, for any Lender, an amount equal to its RL
Percentage of the Aggregate Exposure.

          "Facing Fee" shall have the meaning provided in Section 4.01(c).


                                      -25-



          "Fair Market Value" shall mean, with respect to any asset (including
any Equity Interests of any Person), the price at which a willing buyer, not an
Affiliate of the seller, and a willing seller who does not have to sell, would
agree to purchase and sell such asset, as determined in good faith by the board
of directors or other governing body or, pursuant to a specific delegation of
authority by such board of directors or governing body, a designated senior
executive officer, of Holdings, or the Subsidiary of Holdings selling such
asset.

          "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

          "Fees" shall mean all amounts payable pursuant to or referred to in
Section 4.01.

          "First Priority" shall mean, with respect to any Lien purported to be
created on any Collateral pursuant to any Security Document, that such Lien is
prior in right to any other Lien thereon, other than any Permitted Liens
(excluding Permitted Liens as described in clause (iii) of Section 10.03)
applicable to such Collateral which as a matter of law (and giving effect to any
actions taken pursuant to the last paragraph of Section 10.03) have priority
over the respective Liens on such Collateral created pursuant to the relevant
Security Document.

          "Fiscal Month" shall mean each period of four calendar weeks
commencing on the Sunday following the last day of the Borrower's immediately
preceding Fiscal Year or the first day after the last day of the preceding
Fiscal Month and terminating four weeks after it commences except that the last
Fiscal Month of each Fiscal Year shall be extended as needed to coincide with
the last day of such Fiscal Year.

          "Fiscal Quarter" shall mean, for any Fiscal Year, each of (i) the
first twelve weeks of such Fiscal Year, (ii) the thirteenth week of such Fiscal
Year through the twenty-fourth week of such Fiscal Year, (iii) the twenty-fifth
week of such Fiscal Year through the forty-first week of such Fiscal Year and
(iv) forty-second week of such Fiscal Year through the last day of such Fiscal
Year, as the case may be. For purposes of this Agreement, a reference to the 1st
Fiscal Quarter of any Fiscal Year shall be a reference to the period referred to
in clause (i) above; a reference to the 2nd Fiscal Quarter of any Fiscal Year
shall be a reference to the period referred to in clause (ii) above; a reference
to the 3rd Fiscal Quarter of any Fiscal Year shall be a reference to the period
referred to in clause (iii) above; and a reference to the 4th Fiscal Quarter of
any Fiscal Year shall be a reference to the period referred to in clause (iv)
above.

          "Fiscal Year" shall mean the fiscal year of Holdings and its
Subsidiaries ending on the Saturday nearest to December 31 of each calendar
year. For purposes of this Agreement, any particular Fiscal Year shall be
designated by reference to the calendar year in which the majority of such
Fiscal Year falls.


                                      -26-



          "Fixed Charge Coverage Ratio" shall mean the ratio as of the last day
of any Fiscal Quarter of (i) Consolidated EBITDA for the four consecutive Fiscal
Quarters then ending to (ii) Consolidated Fixed Charges for such four-Fiscal
Quarter period.

          "Foreign Asset Transfer" shall mean, collectively, (i) the transfer by
Bermuda Partnership Partner #1 or the Bermuda Partnership of shares of
Transtrading Overseas Limited, (ii) the transfer by the Borrower of shares of
Dole Pacific General Services Ltd. and (iii) the transfer by the Borrower of
shares of Castle & Cooke Worldwide Limited, in each case to Dole Foreign
Holdings II Ltd. (or such other Foreign Subsidiary as is acceptable to the
Administrative Agent).

          "Foreign Credit Party" shall have the meaning provided in the Term
Credit Agreement.

          "Foreign Pension Plan" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by Holdings or any one or more
of its Subsidiaries primarily for the benefit of employees of Holdings or any of
its Subsidiaries residing outside the United States of America, which plan, fund
or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement or payments to be made upon termination
of employment, and which plan is not subject to ERISA or the Code.

          "Foreign Subsidiary" shall mean, as to any Person, any Subsidiary of
such Person that is not a Domestic Subsidiary of such Person.

          "Gaston Property" shall have the meaning provided in Section
10.02(xix).

          "General Intangibles" shall mean "general intangibles" (as such term
is defined in Article 9 of the UCC), including payment intangibles, contract
rights, rights to payment, rights arising under common law, statutes, or
regulations, choses or things in action, goodwill, patents, trade names, trade
secrets, trademarks, servicemarks, copyrights, blueprints, drawings, purchase
orders, customer lists, monies due or recoverable from pension funds, route
lists, rights to payment and other rights under any royalty or licensing
agreements, infringement claims, computer programs, information contained on
computer disks or tapes, software, literature, reports, catalogs, insurance
premium rebates, tax refunds, and tax refund claims, and any and all supporting
obligations in respect thereof, and any other personal property other than
Accounts, Deposit Accounts, goods, Investment Property, and Negotiable
Collateral.

          "Governmental Authority" shall mean the government of the United
States of America, any other nation or any political subdivision thereof,
whether state, provincial or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

          "Guaranteed Creditors" shall mean and include each of the Agents, the
Collateral Agent, the Lenders and the Issuing Lenders.


                                      -27-



          "Guaranteed Obligations" shall mean the full and prompt payment when
due (whether at the stated maturity, by acceleration or otherwise) of the
principal and interest on each Note issued by, and all Loans made to, the
Borrower under this Agreement and all reimbursement obligations and Unpaid
Drawings with respect to Letters of Credit, together with all the other
obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), indebtedness and
liabilities (including, without limitation, indemnities, fees and interest
(including any interest accruing after the commencement of any bankruptcy,
insolvency, receivership or similar proceeding at the rate provided for herein,
whether or not such interest is an allowed claim in any such proceeding)
thereon) of the Borrower to the Lenders, the Issuing Lenders, the Administrative
Agent and the Collateral Agent now existing or hereafter incurred under, arising
out of or in connection with this Agreement and each other Credit Document to
which the Borrower is a party and the due performance and compliance by the
Borrower with all the terms, conditions and agreements contained in the Credit
Agreement and in each such other Credit Document.

          "Guarantor" shall mean each Credit Agreement Party (other than the
Borrower) and each Subsidiary Guarantor.

          "Guaranty" shall mean each of the Credit Agreement Party Guaranty and
the Subsidiaries Guaranty.

          "Hazardous Materials" shall mean (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar meaning and regulatory
effect.

          "Highest Applicable Margins" shall have the meaning provided in the
definition of Applicable Margin.

          "Holdings" shall have the meaning provided in the first paragraph of
this Agreement.

          "Holdings Common Stock" shall have the meaning provided in Section
8.13(a).

          "Incremental Commitment" shall mean, for any Lender, any commitment by
such Lender to increase its Revolving Loan Commitment (in the case of an
Existing Lender) or become party to this Agreement and provide a Revolving Loan
Commitment, in each case, as set forth in the respective Incremental Commitment
Agreement delivered pursuant to Section 2.14; it being understood, however, that
on each date upon which an Incremental Commitment of any Lender becomes
effective, such Incremental Commitment of such Lender shall be added to (and
thereafter become a part of) the Revolving Loan Commitment of such Lender for
all purposes of this Agreement as contemplated by Section 2.14.


                                      -28-



          "Incremental Commitment Agreement" shall mean each Incremental
Commitment Agreement in the form of Exhibit R (appropriately completed) executed
and delivered in accordance with Section 2.14.

          "Inbound Freight Reserve" shall mean reserves established by the
Administrative Agent from time to time in its Permitted Discretion for all
inbound freight costs.

          "Incremental Commitment Date" shall mean each date upon which an
Incremental Commitment under an Incremental Commitment Agreement becomes
effective as provided in Section 2.14(b).

          "Incremental Commitment Request Requirements" shall mean, with respect
to any request for an Incremental Commitment made pursuant to Section 2.14, the
satisfaction of each of the following conditions on the date of such request:
(x) no Default or Event of Default then exists or would result therefrom (for
purposes of such determination, assuming the relevant Loans in an aggregate
principal amount equal to the full amount of Incremental Commitments then
requested had been incurred, and the proposed Permitted Acquisition (if any) to
be financed with the proceeds of such Loans had been consummated, on such date
or request) and all of the representations and warranties contained herein and
in the other Credit Documents are true and correct in all material respects at
such time (unless stated to relate to a specific earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date); and (y) the Credit Parties shall be in
compliance with the covenant contained in Section 10.08 determined as if a
Compliance Period is then in existence, calculating the Fixed Charge Coverage
Ratio therein based on the four Fiscal Quarter period ended with the last Fiscal
Quarter for which financial statements have been delivered pursuant to Section
9.01(b) on or prior to the date of the request for Incremental Commitments, on a
Pro Forma Basis, as if the relevant Loans to be made pursuant to such
Incremental Commitments (assuming the full utilization thereof) had been
incurred, and the proposed Permitted Acquisition (if any) to be financed with
the proceeds of such Loans (as well as other Permitted Acquisition theretofore
consummated after the first day of such four Fiscal Quarter period) had
occurred, on the first day of such four Fiscal Quarter period.

          "Incremental Commitment Requirements" shall mean with respect to any
provision of an Incremental Commitment on a given Incremental Commitment Date,
the satisfaction of each of the following conditions on or prior to the
effective date of the respective Incremental Commitment Agreement: (s) no
Default or Event of Default then exists or would result therefrom (for purposes
of such determination, assuming the relevant Loans in an aggregate principal
amount equal to the full amount of Incremental Commitments then provided had
been incurred, and the proposed Permitted Acquisition (if any) to be financed
with the proceeds of such Loans had been consummated, on such date of
effectiveness) and all of the representations and warranties contained herein
and in the other Credit Documents are true and correct in all material respects
at such time (unless stated to relate to a specific earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date); (t) the Borrower and its Subsidiaries shall
have delivered such amendments, modifications and/or supplements to the Security
Documents as are necessary, or in the reasonable opinion of the Administrative
Agent desirable, to insure that the additional obligations are secured by, and
entitled to the benefits of, the Security Documents; (u) calculations are


                                      -29-



made by Holdings demonstrating compliance with the covenant contained in Section
10.08 (determined as if a Compliance Period is then in existence), calculating
the Fixed Charge Coverage Ratio therein based on the four Fiscal Quarter period
ended with the last Fiscal Quarter for which financial statements have been
delivered pursuant to Section 9.01(b) on or prior to the date of the request for
Incremental Commitments on or prior to such date of effectiveness, on a pro
forma basis, as if the relevant Loans to be made pursuant to such Incremental
Commitments (assuming the full utilization thereof) had been incurred, and the
proposed Permitted Acquisition (if any) to be financed with the proceeds of such
Loans (as well as other Permitted Acquisition theretofore consummated after the
first day of such four Fiscal Quarter period) had occurred, on the first day of
such four Fiscal Quarter period; (v) the delivery by Holdings to Administrative
Agent of an officer's certificate executed by the chief financial officer of
Holdings and certifying as to compliance with preceding clauses (t) and (u) and
containing the calculations (in reasonable detail) required by preceding clause
(u); (w) the delivery by Holdings to Administrative Agent of an acknowledgement
in form and substance reasonable satisfactory to Administrative Agent and
executed by each Guarantor, acknowledging that such Incremental Commitment and
all Loans subsequently incurred pursuant to such Incremental Commitment shall
constitute (and be included in the definition of) "Guaranteed Obligations"; (x)
the delivery by Holdings to Administrative Agent of an opinion or opinions, in
form and substance reasonably satisfactory to Administrative Agent, from counsel
to the Credit Parties reasonably satisfactory to Administrative Agent and dated
such date, covering such of the matters set forth in the opinions of counsel
delivered to Administrative Agent on the Initial Borrowing Date pursuant to
Section 6.03 as may be reasonably requested by Administrative Agent, and such
other matters incident to the transactions contemplated thereby as
Administrative Agent may reasonably request, (y) the delivery by each Credit
Party to Administrative Agent of such other officers' certificates, board of
director (or equivalent governing body) resolutions and evidence of good
standing (to the extent available under applicable law) as Administrative Agent
shall reasonably request, and (z) the completion by each Credit Party of such
other actions as Administrative Agent may reasonably request in connection with
such Incremental Loan Commitment.

          "Incremental Lender" shall have the meaning specified in Section
2.14(b).

          "Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the maximum amount available to be drawn or paid under all
letters of credit, bankers' acceptances, bank guaranties and similar obligations
issued for the account of such Person and all unpaid drawings and unreimbursed
payments in respect of such letters of credit, bankers' acceptances, bank
guaranties and similar obligations, (iii) all indebtedness of the types
described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition
secured by any Lien on any property owned by such Person, whether or not such
indebtedness has been assumed by such Person (provided that, if the Person has
not assumed or otherwise become liable in respect of such indebtedness, such
indebtedness shall be deemed to be in an amount equal to the fair market value
of the property to which such Lien relates as determined in good faith by such
Person), (iv) the aggregate amount of all Capitalized Lease Obligations of such
Person, (v) all obligations of such Person to pay a specified purchase price for
goods or services, whether or not delivered or accepted, i.e., take-or-pay and
similar obligations, (vi) all Contingent Obligations of such Person, and (vii)
all obligations under any Interest Rate Protection Agreement, any Other Hedging
Agreement, Commodity Agreements or


                                      -30-



under any similar type of agreement and (viii) obligations arising under
Synthetic Leases. Notwithstanding the foregoing, Indebtedness shall not include
trade payables, accrued expenses and deferred tax and other credits incurred by
any Person in accordance with customary practices and in the ordinary course of
business of such Person.

          "Initial Borrowing Date" shall mean the date occurring on or after the
Effective Date on which the initial Borrowing of Loans occurs.

          "Insolvency Proceeding" shall mean any proceeding commenced by or
against any Person under any provision of the Bankruptcy Code, the Bankruptcy
and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada)
or under any other state, provincial or federal bankruptcy or insolvency law,
assignments for the benefit of creditors, formal or informal moratoria,
compositions, extensions generally with creditors, or proceedings seeking
reorganization, arrangement, or other similar relief.

          "Intercompany Debt" shall mean any Indebtedness, payables or other
obligations, whether now existing or hereafter incurred, owed by Holdings or any
Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings.

          "Intercompany Distribution Transactions" shall have the meaning
provided in Section 5.09(b) of the Original Credit Agreement.

          "Intercompany Note" shall mean a promissory note evidencing
Intercompany Loans, duly executed and delivered substantially in the form of
Exhibit N (or such other form as shall be satisfactory to the Administrative
Agent in its sole discretion), with blanks completed in conformity herewith.

          "Intercompany Scheduled Existing Indebtedness" shall have the meaning
provided in Section 8.20.

          "Intercompany Subordination Agreement" shall mean the Intercompany
Subordination Agreement, dated as of April __, 2006, made by Holdings and
various of its Subsidiaries party thereto in favor of the Administrative Agent,
as the same may be amended, restated, modified and/or supplemented from time to
time in accordance with the terms thereof. A copy of the Intercompany
Subordination Agreement as in effect on the Effective Date is attached hereto as
Exhibit H.

          "Intercreditor Agreement" shall have the meaning provided in Section
6.13.

          "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

          "Interest Period" shall have the meaning provided in Section 2.09.

          "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest collar agreement, interest rate
hedging agreement or other similar agreement or arrangement.


                                      -31-



          "Intermediate Holdco" shall have the meaning provided in the first
paragraph of this Agreement.

          "Intermediate Holdco Collateral" shall have the meaning provided in
the Pledge Agreement.

          "Intermediate Holdco Credit Agreement" shall mean that certain Second
Lien Senior Credit Agreement, dated as of July 22, 2004, among Intermediate
Holdco, Corporate Holdco, the Lenders from time to time party thereto, Deutsche
Bank AG New York branch, as Agent (as defined therein) and Deutsche Bank
Securities Inc., as Arranger (as defined therein), as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

          "Intermediate Holdco Credit Documents" shall mean the "Credit
Documents" as defined in the Intermediate Holdco Credit Agreement, as the same
may be amended, modified or supplemented from time to time in accordance with
the terms hereof and thereof.

          "Intermediate Holdco Indebtedness" shall mean any Indebtedness of
Intermediate Holdco and Corporate Holdco (as co-issuers) pursuant to the
Intermediate Holdco Credit Documents.

          "Intermediate Holdco Irrevocable Prepayment Notice" shall have the
meaning provided in Section 6.07.

          "Intermediate Holdco Paying Agent" shall have the meaning provided in
Section 6.07.

          "Intermediate Holdco Prepayment Consummation" shall have the meaning
provided in Section 9.20.

          "Intermediate Holdco Prepayment Funds" shall have the meaning provided
in Section 6.07.

          "Intermediate Holdco Senior Notes Prepayment Date" shall have the
meaning provided in Section 6.07.

          "Intermediate Holdco Senior Notes Refinancing" shall have the meaning
provided in Section 6.07.

          "Inventory" shall mean "inventory" (as such term is defined in Article
9 of the UCC).

          "Investment Property" shall mean "investment property" (as such term
is defined in Article 9 of the UCC), and any and all supporting obligations in
respect thereof.

          "Investments" shall have the meaning provided in Section 10.05.


                                      -32-



          "Issuing Lender" shall mean (i) each of DBNY (except as otherwise
provided in Section 12.09) and any other Lender reasonably acceptable to the
Administrative Agent which agrees to issue Letters of Credit hereunder. Any
Issuing Lender may, in its discretion, arrange for one or more Letters of Credit
to be issued by one or more Affiliates of such Issuing Lender (and such
Affiliate shall be deemed to be an "Issuing Lender" for all purposes of the
Credit Documents) and (ii) with respect to the Existing Letters of Credit, the
Lender designated as the Issuer thereof on Schedule XIX shall be the Issuing
Lender thereof.

          "Landlord Personal Property Collateral Access Agreement" shall mean a
Landlord Waiver and Consent Agreement substantially in the form of Exhibit S,
with such amendments, modifications or supplements as may be approved by
Collateral Agent.

          "L/C Supportable Obligations" shall mean (i) obligations of the
Borrower or any of its Subsidiaries with respect to insurance obligations and
workers compensation, surety bonds and other similar statutory obligations and
(ii) such other obligations of the Borrower or any of its Subsidiaries as are
reasonably acceptable to the Administrative Agent and the respective Issuing
Lender and otherwise permitted to exist pursuant to the terms of this Agreement.

          "Lead Arranger" shall mean Deutsche Bank Securities Inc., in its
capacity as Lead Arranger, and any successor thereto.

          "Leaseholds" of any Person shall mean all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

          "Leasehold Property" shall mean each Real Property leased by the
Borrower or any of its Subsidiaries and for which Landlord Personal Property
Collateral Access Agreements shall be required pursuant to this Agreement.

          "Lender" shall mean each financial institution listed on Schedule I,
as well as any Person that becomes a "Lender" hereunder pursuant to Section 2.13
or 13.04(b).

          "Lender Default" shall mean (i) the wrongful refusal (which has not
been retracted) or the failure of a Lender to make available its portion of any
Borrowing (including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment under Section 3.04(c) or (ii) a Lender having notified in
writing the Borrower and/or the Administrative Agent that such Lender does not
intend to comply with its obligations under Section 2.01(a), 2.01(b), 2.01(c) or
3.

          "Letter of Credit" shall have the meaning provided in Section 3.01(a).

          "Letter of Credit Fee" shall have the meaning provided in Section
4.01(b).

          "Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the aggregate Stated Amount of all outstanding Letters of Credit at such
time which have not been terminated at such time and (ii) the aggregate amount
of all Unpaid Drawings in respect of all Letters of Credit at such time.


                                      -33-



          "Letter of Credit Request" shall have the meaning provided in Section
3.03(a).

          "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

          "Loan" shall mean each Revolving Loan and each Swingline Loan.

          "Management Agreements" shall have the meaning provided in Section
6.05.

          "Mandatory Borrowing" shall have the meaning provided in Section
2.01(c).

          "Mandatory Cost" shall mean, in the case of a Euro Denominated Loans
or Sterling Denominated Loans, the cost imputed to each Lender of compliance
with any reserve asset requirements of the European Central Bank.

          "Margin Regulations" shall mean, collectively, Regulation T,
Regulation U and Regulation X.

          "Margin Stock" shall have the meaning provided in Regulation U.

          "Material Adverse Effect" shall mean (i) a material adverse effect on
the business, properties, assets, nature of assets, operations, liabilities,
condition (financial or otherwise) or prospects of (A) Holdings and its
Subsidiaries taken as a whole or (B) the Borrower and its Subsidiaries taken as
a whole, or (ii) a material adverse effect (x) on the rights or remedies of the
Lenders or any Agent hereunder or under any other Credit Document or (y) on the
ability of any Credit Party to perform its obligations to the Lenders or any
Agent hereunder or under any other Credit Document.

          "Material Foreign Subsidiary" shall mean, at any time, any Foreign
Subsidiary of Holdings the net book value of the assets of which equals or
exceeds $5,000,000 at such time; provided that for purposes of (and only of)
Section 9.01(j), the term "Material Foreign Subsidiary" shall mean, at any time,
any Foreign Subsidiary of Holdings the net book value of the assets of which
equals or exceeds $10,000,000 at such time.

          "Material Governmental Investigation" shall mean, at any time, any
material governmental investigation in a country in which the aggregate net book
value of the assets owned by Holdings and its Subsidiaries in such country
(determined as of the last day of the Fiscal Quarter then last ended) exceeds
$25,000,000.

          "Maturity Date" shall mean, with respect to the relevant Tranche of
Loans, the Revolving Loan Maturity Date or the Swingline Expiry Date, as the
case may be.

          "Maximum Euro Denominated Obligations Amount" shall mean $75,000,000.


                                      -34-



          "Maximum Incremental Commitment Amount" shall mean $50,000,000.

          "Maximum Permitted Consideration" shall mean, with respect to any
Permitted Acquisition, the sum (without duplication) of (i) the fair market
value of the Holdings Common Stock (based on the average closing trading price
of the Holdings Common Stock for the 20 trading days immediately prior to the
date of such Permitted Acquisition on the stock exchange on which Holdings
Common Stock is listed or, if Holdings Common Stock is not so listed, the good
faith determination of the senior management of Holdings) issued (or to be
issued) as consideration in connection with such Permitted Acquisition
(including, without limitation, Holdings Common Stock which may be required to
be issued as earnout consideration upon the achievement of certain future
performance goals of the respective Acquired Entity or Business), (ii) the
aggregate amount of all cash paid (or to be paid) by Holdings or any of its
Subsidiaries in connection with such Permitted Acquisition (including, without
limitation, payments of fees and costs and expenses in connection therewith) and
all contingent cash purchase price or other earnout obligations of Holdings and
its Subsidiaries incurred in connection therewith (as determined in good faith
by Holdings), (iii) the aggregate principal amount of all Indebtedness assumed,
incurred and/or issued in connection with such Permitted Acquisition to the
extent permitted by Section 10.04 and (iv) the fair market value (determined in
good faith by senior management of Holdings) of all other consideration payable
in connection with such Permitted Acquisition.

          "Maximum Sterling Denominated Obligations Amount" shall mean
$75,000,000.

          "Maximum Swingline Amount" shall mean $50,000,000.

          "Minimum Availability Amount" shall mean, at any time, the greater of
(x) $35,000,000 and (y) 10% of the Total Commitment at such time.

          "Minimum Borrowing Amount" shall mean (i) for Revolving Loans,
$5,000,000, and (ii) for Swingline Loans, $1,000,000.

          "Moody's" shall mean Moody's Investors Service, Inc.

          "Mortgage" shall mean a mortgage, leasehold mortgage, deed of trust,
leasehold deed of trust, deed to secure debt, leasehold deed to secure debt or
similar security instrument.

          "Mortgage Policy" shall mean a Lender's title insurance policy (Form
1992).

          "Mortgaged Property" shall mean any Real Property owned or leased by
any Credit Party which is encumbered (or required to be encumbered) by a
Mortgage pursuant to the terms hereof.

          "Multiemployer Plan" shall mean (i) any plan, as defined in Section
4001(a)(3) of ERISA, which is maintained or contributed to (or to which there is
an obligation to contribute to) by Holdings or a Subsidiary of Holdings or an
ERISA Affiliate and that is subject to Title IV of ERISA, and (ii) each such
plan for the five year period immediately following the latest date on which
Holdings, a Subsidiary of Holdings or an ERISA Affiliate maintained, contributed
to or had an obligation to contribute to such plan.


                                      -35-



          "NAIC" shall mean the National Association of Insurance Commissioners.

          "Negotiable Collateral" shall mean letters of credit, letter of credit
rights, instruments, promissory notes, drafts, documents, and chattel paper
(including electronic chattel paper and tangible chattel paper), and any and all
supporting obligations in respect thereof.

          "Net Cash Proceeds" shall mean for any event requiring a prepayment of
the Loans pursuant to Section 5.02, the gross cash proceeds (including any cash
received by way of deferred payment pursuant to a promissory note, receivable or
otherwise, but only as and when received) received from such event, net of
reasonable transaction costs (including, as applicable, any underwriting,
brokerage or other customary commissions and reasonable legal, advisory and
other fees and expenses associated therewith) received from any such event.

          "Net Orderly Liquidation Value" shall mean (a) the "net orderly
liquidation value" determined by an unaffiliated valuation company acceptable to
Administrative Agent after performance of an inventory valuation to be done at
Administrative Agent's request and the Borrower's expense, less the amount
estimated by such valuation company for marshalling, reconditioning, carrying,
and sales expenses designated to maximize the resale value of such Inventory and
assuming that the time required to dispose of such Inventory is customary with
respect to such Inventory; or (b) if no such inventory valuation has been
requested by Administrative Agent, the value customarily attributed to Inventory
in the appraisal industry for Inventory of similar quality and quantity, and
similarly dispersed (under similar and relevant circumstances under standard
asset-based lending procedures), at the time of the valuation, less the amount
customarily estimated in the appraisal industry at the time of any determination
for marshalling, recondition, carrying, and sales expenses designed to maximize
the resale value of such Inventory and assuming that the time required to
dispose of such Inventory is customary with respect to such Inventory.

          "Net Sale Proceeds" shall mean for any sale or other disposition of
assets, the gross cash proceeds (including any cash received by way of deferred
payment pursuant to a promissory note, receivable or otherwise, but only as and
when received) received from such sale or other disposition of assets, net of
(i) reasonable transaction costs (including, without limitation, any
underwriting, brokerage or other customary selling commissions, reasonable
legal, advisory and other fees and expenses (including title and recording
expenses), associated therewith and sales, VAT and transfer taxes arising
therefrom), (ii) payments of unassumed liabilities relating to the assets sold
or otherwise disposed of at the time of, or within 30 days after, the date of
such sale or other disposition, (iii) the amount of such gross cash proceeds
required to be used to permanently repay any Indebtedness (other than
Indebtedness of the Lenders pursuant to this Agreement) which is secured by the
respective assets which were sold or otherwise disposed of, and (iv) the
estimated net marginal increase in income taxes which will be payable by
Holdings' consolidated group or any Subsidiary of Holdings with respect to the
Fiscal Year in which the sale or other disposition occurs as a result of such
sale or other disposition; provided, however, that such gross proceeds shall not
include any portion of such gross cash proceeds which Holdings determines in
good faith should be reserved for post-closing adjustments (to the extent
Holdings delivers to the Lenders a certificate signed by its chief financial
officer or treasurer, controller or chief accounting officer as to such
determination), it being understood and agreed that on the day that all such
post-closing adjustments have been


                                      -36-



determined (which shall not be later than six months following the date of the
respective asset sale), the amount (if any) by which the reserved amount in
respect of such sale or disposition exceeds the actual post-closing adjustments
payable by Holdings or any of its Subsidiaries shall constitute Net Sale
Proceeds on such date received by Holdings and/or any of its Subsidiaries from
such sale or other disposition.

          "Non-Defaulting Lender" shall mean and include each Lender, other than
a Defaulting Lender.

          "Non-Dollar Currencies" shall mean and include Euros and Sterling.

          "Non-Dollar Denominated Loans" shall mean and include Euro Denominated
Loans and Sterling Denominated Loans.

          "Non-Guarantor Subsidiaries" shall mean (i) on the Effective Date,
each Subsidiary of Holdings listed on Part A of Schedule XIII and (ii) after the
Effective Date, any Subsidiary of the Borrower that is not at such time a
Subsidiary Guarantor.

          "Non-Qualified Jurisdiction" at any time shall mean each jurisdiction
that is not at such time a Qualified Jurisdiction.

          "Non-U.S. Dole Group" shall mean the Consolidated Subsidiaries of the
Borrower which are not members of the U.S. Dole Group.

          "Non-Wholly Owned Subsidiary" shall mean, as to any Person, each
Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

          "Note" shall mean each Revolving Note and the Swingline Note.

          "Notice of Borrowing" shall have the meaning provided in Section
2.03(a).

          "Notice of Conversion/Continuation" shall have the meaning provided in
Section 2.06.

          "Notice Office" shall mean the office of the Administrative Agent
located at 60 Wall Street, New York, New York 10005, or such other office or
person as the Administrative Agent may hereafter designate in writing as such to
the other parties hereto.

          "Obligations" shall mean all amounts owing to the Administrative
Agent, the Collateral Agent, any Issuing Lender, the Swingline Lender or any
Lender pursuant to the terms of this Agreement or any other Credit Document.

          "Original Credit Agreement" shall have the meaning provided in the
Existing Credit Agreement.

          "Original Loans" shall have the meaning provided in the Existing
Credit Agreement.


                                      -37-



          "Original Revolving Loan" shall have the meaning provided in the
Existing Credit Agreement.

          "Original Swingline Loan" shall have the meaning provided in the
Existing Credit Agreement.

          "Other Hedging Agreements" shall mean any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar arrangements, or
arrangements designed to protect against fluctuations in currency values or
commodity prices.

          "Overnight Euro Rate" on any date shall mean the offered quotation to
first-class banks in the Euro-Zone interbank market by the Issuing Lender for
Euro overnight deposits of amounts in immediately available funds comparable to
the outstanding principal amount of any Unpaid Drawings denominated in Euros as
of 11:00 A.M. (Brussels time) on such date; provided, that in the event the
Administrative Agent has made any determination pursuant to Section 2.10(a)(i)
in respect of Unpaid Drawings denominated in Euros, or in the circumstances
described in clause (i) to the proviso to Section 2.10(b) in respect of Unpaid
Drawings denominated in Euros, the Overnight Euro Rate determined pursuant to
this definition shall instead be the rate determined by the Issuing Lender as
the all-in-cost of funds for the Issuing Lender to fund such Unpaid Drawing.

          "PACA Reserves" shall mean Reserves established by the Administrative
Agent in its Permitted Discretion in respect of Inventory subject to the
provisions and regulations of the Perishable Agriculture Commodities Act of 1930
(7 U.S.C. 499a-499t).

          "Parent Business Condition" shall mean, for any quarterly accounting
period or Fiscal Year, (A) Holdings having at all times during such period (i)
owned no significant assets (other than (w) the proceeds of the Wellbeing
Project Financing, (x) the Equity Interests of Intermediate Holdco, (y)
Intercompany Notes evidencing intercompany loans permitted to be made by it
pursuant to Section 10.05 and (z) the Equity Interests of the Unrestricted
Wellbeing Joint Ventures, Westlake Wellbeing Company LLC and The California
Wellbeing Institute, LLC) and (ii) had no liabilities or Indebtedness (other
than those liabilities and Indebtedness permitted by Section 10.01(b)) and (iii)
otherwise complied with the requirements of Section 10.01(b), (B) Intermediate
Holdco having at all times during such period (i) owned no significant assets
(other than the capital stock of the Borrower and Corporate Holdco, Intercompany
Notes evidencing intercompany loans permitted to be made by it pursuant to
Section 10.05) and had no liabilities or Indebtedness (other than those
liabilities and Indebtedness permitted by Section 10.01(j)) and (ii) otherwise
complied with the requirements of Section 10.01(j) and (C) Corporate Holdco
having at all times during such period (i) owned no significant assets and had
no liabilities or Indebtedness (other than those liabilities and Indebtedness
permitted by Section 10.01(k)) and (ii) otherwise complied with the requirements
of Section 10.01(k).

          "Participant" shall have the meaning provided in Section 3.04(a).


                                      -38-



          "Payment Office" shall mean the office of the Administrative Agent
located at 60 Wall Street, New York, New York 10005 or such other office as the
Administrative Agent may hereafter designate in writing as such to the other
parties hereto.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

          "Permitted Acquired Debt" shall have the meaning set forth in Section
10.04(b)(vi).

          "Permitted Acquisition" shall mean the acquisition by the Borrower or
any of its Wholly-Owned Subsidiaries of assets constituting a business, division
or product line of any Person, not already a Subsidiary of the Borrower or any
of its Wholly-Owned Subsidiaries, or of 100% of the capital stock or other
Equity Interests of any such Person, which Person shall, as a result of such
acquisition, become a Wholly-Owned Subsidiary of the Borrower or such
Wholly-Owned Subsidiary, provided that (A) the consideration paid by the
Borrower or such Wholly-Owned Subsidiary consists solely of cash (including
proceeds of Revolving Loans), the issuance of Holdings Common Stock, the
issuance of Qualified Preferred Stock, the incurrence of Indebtedness otherwise
permitted pursuant to Section 10.04 and the assumption/acquisition of any
Permitted Acquired Debt relating to such business, division, product line or
Person which is permitted to remain outstanding in accordance with the
requirements of Section 10.04, (B) in the case of the acquisition of 100% of the
capital stock or other Equity Interests of any Acquired Entity or Business, such
Acquired Entity or Business shall own no capital stock or other Equity Interests
of any other Person unless either (x) the Acquired Entity or Business owns 100%
of the capital stock or other Equity Interests of such other Person or (y) if
the Acquired Entity or Business owns capital stock or Equity Interests in any
other Person which is a Non-Wholly Owned Subsidiary of the Acquired Entity or
Business, (1) the Acquired Entity or Business shall not have been created or
established in contemplation of, or for purposes of, the respective Permitted
Acquisition, (2) such-Non-Wholly Owned Subsidiary of the Acquired Entity or
Business shall have been a Non-Wholly Owned Subsidiary of the Acquired Entity or
Business prior to the date of the respective Permitted Acquisition and not
created or established in contemplation thereof and (3) the Acquired Entity or
Business and/or its Wholly-Owned Subsidiaries own at least 80% of the total
value of all the assets owned by such Acquired Entity or Business and its
subsidiaries (for purposes of such determination, excluding the value of the
Equity Interests of Non-Wholly Owned Subsidiaries held by such Acquired Entity
or Business and its Wholly-Owned Subsidiaries), (C) the Acquired Entity or
Business shall be a Permitted Business and (D) all applicable requirements of
Sections 9.11, 9.14 and 10.02 applicable to Permitted Acquisitions are
satisfied. Notwithstanding anything to the contrary contained in the immediately
preceding sentence, an acquisition which does not otherwise meet the
requirements set forth above in the definition of "Permitted Acquisition" shall
constitute a Permitted Acquisition if, and to the extent, the Required Lenders
agree in writing that such acquisition shall constitute a Permitted Acquisition
for purposes of this Agreement.

          "Permitted Business" shall mean any business which (i) is the same,
similar, ancillary or reasonably related to the business in which Holdings or
any of its Subsidiaries is engaged on the Effective Date or (ii) is conducted by
an Acquired Entity or Business acquired pursuant to a Permitted Acquisition and
which does not qualify as a "Permitted Business"


                                      -39-



pursuant to preceding clause (i), so long as (x) such business represents an
immaterial portion of the businesses acquired pursuant to such Permitted
Acquisition and (y) such business is sold or otherwise disposed of as soon as
reasonably practicable following the consummation of such Permitted Acquisition
(but, in any event, within one year following such Permitted Acquisition).

          "Permitted Discretion" shall mean the reasonable exercise of
Administrative Agent's good faith judgment in consideration of any factor which
is reasonably likely to (i) adversely affect the value of any Collateral, the
enforceability or priority of the Liens thereon or the amount that
Administrative Agent and Lenders would be likely to receive (after giving
consideration to delays in payment and costs of enforcement) in the liquidation
thereof, (ii) suggest that any collateral report or financial information
delivered to Administrative Agent, Collateral Agent or Lenders by any Person on
behalf of the Borrower or any Guarantor is incomplete, inaccurate or misleading
in any material respect, or (iii) materially increase the likelihood that the
Lenders would not receive payment in full in cash for all of the Obligations. In
exercising such judgment, Administrative Agent may consider such factors already
included in or tested by the definition of Eligible Accounts or Eligible
Inventory, as well as any of the following: (i) the changes in collection
history and dilution or collectibility with respect to the Accounts; (ii)
changes in demand for, pricing of, or product mix of Inventory; (iii) changes in
any concentration of risk with respect to the Borrower's and Wholly-Owned
Subsidiary Guarantor's Accounts or Inventory; and (iv) any other factors that
change the credit risk of lending to the Borrower or any Wholly-Owned Subsidiary
Guarantor on the security of the Borrower's or any Wholly-Owned Subsidiary
Guarantor's Accounts or Inventory. The burden of establishing lack of good faith
hereunder shall be on the Borrower and its Wholly-Owned Subsidiary Guarantor.

          "Permitted Encumbrance" shall mean, with respect to any Mortgaged
Property, such exceptions to title as are set forth in the Mortgage Policy
delivered with respect thereto, all of which exceptions must be acceptable to
the Administrative Agent in its reasonable discretion.

          "Permitted Holders" shall mean David H. Murdock, a Qualified Trust and
any majority-owned and controlled Affiliate of David H. Murdock or a Qualified
Trust.

          "Permitted Indebtedness" shall have the meaning provided in Section
10.04(b).

          "Permitted Installment Note" shall mean a promissory note issued as
consideration to the Borrower or any of its Subsidiaries in connection with a
Contemplated Asset Sale, which note (i) shall be secured by the assets subject
to the respective Contemplated Asset Sale and (ii) in the case of a Contemplated
Asset Sale made by a Credit Party, shall be pledged to the Collateral Agent
pursuant to the relevant Security Documents; provided that no such note may be
issued in connection with a Contemplated Asset Sale if the aggregate principal
amount of such note, when added to the aggregate outstanding principal amount of
all other Permitted Installment Notes theretofore issued (without regard to any
write-downs or write-offs thereof), would exceed $35,000,000.

          "Permitted Liens" shall have the meaning provided in Section 10.03.


                                      -40-



          "Permitted Refinancing Indebtedness" shall mean any Indebtedness of
the Borrower and its Subsidiaries issued or given in exchange for, or the
proceeds of which are used to, extend, refinance, renew, replace or refund any
Scheduled Existing Indebtedness, Permitted Acquired Debt or any Indebtedness
issued to so extend, refinance, renew, replace, substitute or refund any such
Indebtedness, so long as (a) such Indebtedness has a weighted average life to
maturity greater than or equal to the weighted average life to maturity of the
Indebtedness being extended, refinanced, renewed, replaced or refunded, (b) such
extension, refinancing, renewal, replacement or refunding does not (i) increase
the amount of such Indebtedness outstanding immediately prior to such extension,
refinancing, renewal, replacement or refunding (except to the extent of
reasonable fees, premiums, commissions and expenses actually paid in connection
with such extension, refinancing, renewal, replacement or refunding) or (ii) add
guarantors, obligors or security from that which applied to such Indebtedness
being extended, refinanced, renewed, replacement or refunding, (c) such
Indebtedness has the same (or, from the perspective of the Lenders, more
favorable) subordination provisions, if any, as applied to the Indebtedness
being extended, renewed, refinanced, replaced or refunded, and (d) all other
terms of such extension, refinancing, renewal, replacement or refunding
(including, without limitation, with respect to the amortization schedules,
redemption provisions, maturities, covenants, defaults and remedies, but
excluding interest rates so long as on market terms at the time of issuance
thereof) are not less favorable in any material respect to the respective
borrower than those previously existing with respect to the Indebtedness being
extended, refinanced, renewed, replaced or refunded, provided, however, that any
Intercompany Scheduled Existing Indebtedness (and subsequent extensions,
refinancings, renewals, replacements and refundings thereof as provided above in
this definition) may only be extended, refinanced, renewed, replaced or refunded
as provided above in this definition if the Indebtedness so extended,
refinanced, renewed, replaced or refunded has the same obligors(s) and
obligee(s) as the Indebtedness being extended, refinanced, renewed, replaced or
refunded.

          "Permitted Refinancing Senior Notes" shall mean any Indebtedness of
the Borrower evidenced by senior notes issued or given in exchange for, or the
proceeds of which are used to, refinance, renew, replace or refund any Existing
Senior Notes, any Permitted Senior Notes or any Indebtedness issued to so
refinance, renew, replace or refund any such Indebtedness, so long as (a) such
Indebtedness has a final maturity no earlier than the date occurring 180 days
following the Revolving Loan Maturity Date and no required amortizations prior
to such date, (b) such Indebtedness does not (i) increase the amount of such
Indebtedness outstanding immediately prior to such refinancing or renewal
(except to the extent of reasonable fees, premiums, commissions and expenses
actually paid in connection with such refinancing, renewal, replacement or
refunding) or (ii) add guarantors, obligors or security from that which applies
to the Indebtedness being refinanced, renewed, replaced or refunded, (c) the
guaranties of such senior notes shall be subject to the same (or, from the
perspective of the Lenders, more favorable) subordination provisions as applied
to the guaranties of the Existing 2011 Senior Notes, (d) if the Borrower elects
to provide for the subordination of the obligations of the Borrower under such
senior notes to the prior payment in full of "senior debt" (or, the Indebtedness
being refinanced, renewed, replaced or refunded includes subordination
provisions applicable to the Borrower), such senior notes shall be subject to
the same subordination provisions as are applicable to the guaranties of such
senior notes (subject only to appropriate conforming changes), (e) all other
terms of such Indebtedness (including, without limitation, with respect to the
amortization, redemption provisions, maturities, covenants, defaults and


                                      -41-



remedies but excluding interest rates so long as on market terms at the time of
issuance thereof), are not, taken as a whole, less favorable in any material
respect to the Borrower and its Subsidiaries than those previously existing with
respect to the Indebtedness being refinanced, renewed, replaced or refunded, and
(f) the documentation governing such Indebtedness is in form and substance
reasonably satisfactory to the Administrative Agent, as such Indebtedness is in
effect on the date of incurrence thereof and as the same may be amended,
modified and/or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Permitted Refinancing Senior Notes Documents" shall mean any
indenture entered into in connection with any issuance of Permitted Refinancing
Senior Notes and each other agreement, document or instrument relating to any
issuance of Permitted Refinancing Senior Notes, as the same may be amended,
modified and/or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Permitted Senior Notes" shall mean any Indebtedness of the Borrower
evidenced by senior notes 100% of the Net Cash Proceeds of which are promptly
applied to finance a Permitted Acquisition effected in accordance with the
requirements of Section 9.14 and the fees and expenses incurred in connection
therewith, so long as (a) such Indebtedness has a final maturity no earlier than
the date occurring 180 days following the Revolving Loan Maturity Date and no
required amortizations prior to such date, (b) such Indebtedness does not add
guarantors, obligors or security from that which applies to the Existing 2011
Senior Notes, (c) the guaranties of such senior notes shall be subject to the
same (or, from the perspective of the Lenders, more favorable) subordination
provisions as applied to the guaranties of the Existing 2011 Senior Notes, (d)
if the Borrower elects to provide for the subordination of the obligations of
the Borrower under such senior notes to the prior payment in full of "senior
debt", such senior notes shall be subject to the same subordination provisions
as are applicable to the guaranties of such senior notes (subject only to
appropriate conforming changes), (e) all other terms of such Indebtedness
(including, without limitation, with respect to amortization, redemption
provisions, maturities, covenants, defaults and remedies (but excluding interest
rates so long as on market terms at the time of issuance thereof)), are not,
taken as a whole, less favorable in any material respect to the Borrower and its
Subsidiaries than those previously existing with respect to the Existing 2011
Senior Notes, (f) on the date of issuance of any such Indebtedness, the Borrower
and its Subsidiaries shall have complied with the requirements of Section 9.14
with respect to the Permitted Acquisition to be financed with the proceeds of
such Indebtedness (including the delivery of the officers' certificate required
by Section 9.14(a)(ix) and (g) the documentation governing such Indebtedness is
in form and substance reasonably satisfactory to the Administrative Agent, as
such Indebtedness may be amended, modified and/or supplemented from time to time
in accordance with the terms hereof and thereof.

          "Permitted Senior Notes Documents" shall mean any Permitted Senior
Note, any Permitted Senior Notes Indenture and all other documents executed and
delivered with respect to an issuance of Permitted Senior Notes or a Permitted
Senior Notes Indenture, as the same may be amended, modified and/or supplemented
from time to time in accordance with the terms hereof and thereof.


                                      -42-



          "Permitted Senior Notes Indenture" shall mean any indenture entered
into in connection with any issuance of Permitted Senior Notes, as the same may
be amended, modified and/or supplemented from time to time in accordance with
the terms hereof and thereof.

          "Person" shall mean any individual, partnership, joint venture, firm,
corporation, association, limited liability company, trust or other enterprise
or any Governmental Authority.

          "Plan" shall mean any pension plan as defined in Section 3(2) of ERISA
(other than a Multiemployer Plan), which is maintained or contributed to by (or
to which there is an obligation to contribute of) Holdings or a Subsidiary of
Holdings or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which Holdings, or a Subsidiary of
Holdings or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such plan.

          "Pledgee" shall have the meaning provided in the Pledge Agreement.

          "Pledge Agreement" shall have the meaning provided in Section 6.11.

          "Pledge Agreement Collateral" shall mean all "Collateral" as defined
in the Pledge Agreement.

          "Post-Closing Period" shall have the meaning provided in Section
9.14(a).

          "Preferred Equity", as applied to the Equity Interests of any Person,
shall mean Equity Interests of such Person (other than common Equity Interests
of such Person) of any class or classes (however designed) that ranks prior, as
to the payment of dividends or as to the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding up of such Person,
to shares of Equity Interests of any other class of such Person.

          "Prime Lending Rate" shall mean the rate which the Administrative
Agent announces from time to time as its prime lending rate, the Prime Lending
Rate to change when and as such prime lending rate changes. The Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer by the Administrative Agent, which may
make commercial loans or other loans at rates of interest at, above or below the
Prime Lending Rate.

          "Principal Property" shall mean "Principal Property", as defined in
the Existing 2011 Senior Notes Indenture (as in effect (and as each component
definition used therein is in effect) on the Initial Borrowing Date, without
giving effect to any termination thereof).

          "Pro Forma Basis" shall mean, in connection with any calculation of
the Total Leverage Ratio, Senior Secured Leverage Ratio or Fixed Charge Coverage
Ratio, the calculation of Consolidated EBITDA as used therein after giving
effect on a pro forma basis to any Permitted Acquisition or Significant Asset
Sale then being consummated as well as any other Permitted Acquisition or
Significant Asset Sale consummated after the first day of the relevant Test
Period or Calculation Period, as the case may be, and on or prior to the date of
the required determination of the Total Leverage Ratio, Senior Secured Leverage
Ratio and/or Fixed Charge Coverage Ratio, as the case may be, as if same had
occurred on the first day of the respective


                                      -43-



Test Period or Calculation Period, as the case may be, taking into account, in
the case of any Permitted Acquisition, factually supportable and identifiable
cost savings and expenses which would otherwise be accounted for as an
adjustment pursuant to Article 11 of Regulation S-X under the Securities Act, as
if such cost savings or expenses were realized on the first day of the
respective period.

          "Projections" shall mean the projections that are contained in the
Confidential Information Memorandum dated March 23, 2006 and that were prepared
by or on behalf of the Borrower in connection with the Transaction and delivered
to the Administrative Agent and the Lenders prior to the Initial Borrowing Date.

          "Property" of a Person shall mean any and all property, whether real,
personal, tangible, intangible or mixed, of such Person, or other assets owned,
leased, or operated by such Person.

          "Qualified Jurisdictions" shall mean and include the United States,
Bermuda and each other jurisdiction identified on Schedule XVII hereto, in each
case including any states, provinces or other similar local units therein.
Furthermore, from time to time after the Restatement Effective Date, Holdings
may request (by written notice to, and following consultation with, the
Administrative Agent) that one or more additional jurisdictions be added to the
list of Qualified Jurisdictions. In such event, such jurisdictions shall be
added to (and thereafter form part of) the list of Qualified Jurisdictions so
long as, in each case, the respective jurisdiction to be added is added as a
Qualified Jurisdiction under the Term Credit Agreement.

          "Qualified Non-U.S. Jurisdictions" shall mean and include each
Qualified Jurisdiction other than the United States (and the States thereof).

          "Qualified Obligors" shall mean and include Holdings and each other
Credit Party which is a Wholly-Owned Subsidiary of Holdings, provided that any
Qualified Obligor that is (or was) a Subsidiary of Holdings shall cease to
constitute a Qualified Obligor at such time, if any, as such Subsidiary ceases
to be a Wholly-Owned Subsidiary of Holdings.

          "Qualified Preferred Stock" shall mean any Preferred Equity of
Holdings, the express terms of which shall provide that dividends thereon shall
not be required to be paid at any time (and to the extent) that such payment
would be prohibited by the terms of this Agreement or any other agreement of
Holdings or any of its Subsidiaries relating to outstanding indebtedness and
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any event
(including any change of control event), cannot mature (excluding any maturity
as the result of an optional redemption by the issuer thereof) and is not
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, and
is not redeemable, or required to be repurchased, at the sole option of the
holder thereof (including, without limitation, upon the occurrence of an change
of control event), in whole or in part, on or prior to 3 months following the
maturity date of the Existing 2013 Senior Notes.

          "Qualified Trust" shall mean the David H. Murdock Living Trust, dated
May 28, 1986, as amended, or another trust established by Mr. Murdock to hold
and control the


                                      -44-



capital stock of Holdings and the remainder of his estate in the event of his
death, so long as any such trust described above (i) is at all times controlled
by David H. Murdock or by a majority of experienced business persons and is not
controlled by members of Mr. Murdock's family and (ii) holds all or
substantially all of the assets of Mr. Murdock.

          "Quarterly Payment Date" shall mean the last Business Day of each
March, June, September and December occurring after the Initial Borrowing Date.

          "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

          "Recovery Event" shall mean the receipt by Holdings or any of its
Subsidiaries of any cash insurance proceeds or condemnation awards payable (i)
by reason of theft, loss, physical destruction, damage, taking or any other
similar event with respect to any property or assets of Holdings or any of its
Subsidiaries and (ii) under any policy of insurance required to be maintained
under Section 9.03.

          "Refinancing" shall mean the Intermediate Holdco Refinancing and the
other refinancing transactions referred to in Section 6.07.

          "Refinancing Documents" shall mean the documents, instruments and
agreements entered into in connection with the Refinancing.

          "Register" shall have the meaning provided in Section 13.15.

          "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

          "Regulation T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "Regulation X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "Release" shall mean disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring,
seeping, or the like, into or upon any land or water or air, or otherwise
entering into the environment.

          "Relevant Separate Tax Liability" shall have the meaning provided in
Section 10.06(v).


                                      -45-



          "Rent Reserve" shall mean, a reserve established by the Administrative
Agent in respect of rent payments made by the Borrower or any Wholly-Owned
Subsidiary Guarantor for each location at which Inventory of the Borrower and/or
its Subsidiaries is located that is not subject to a Landlord Personal Property
Collateral Access Agreement (as reported to the Administrative Agent by the
Borrower from time to time as requested by the Administrative Agent), as
adjusted from time to time by the Administrative Agent in its Permitted
Discretion.

          "Replaced Lender" shall have the meaning provided in Section 2.13.

          "Replacement Lender" shall have the meaning provided in Section 2.13.

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
..22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

          "Required Appraisal" shall have the meaning provided in Section
9.11(i).

          "Required Lenders" shall mean, at any time, Non-Defaulting Lenders the
sum of whose Revolving Loan Commitments at such time (or, after the termination
thereof, outstanding Revolving Loans and RL Percentages of (x) outstanding
Swingline Loans at such time and (y) Letter of Credit Outstandings at such time)
represents at least a majority of the Total Commitment in effect at such time
less the Revolving Loan Commitments of all Defaulting Lenders at such time (or,
after the termination thereof, the sum of then total outstanding Revolving Loans
of Non-Defaulting Lenders and the aggregate RL Percentages of all Non-Defaulting
Lenders of the total outstanding Swingline Loans and Letter of Credit
Outstandings at such time).

          "Reserves" shall mean (a) reserves reasonably established by
Administrative Agent from time to time against Eligible Inventory pursuant to
Section 2.01(d), (b) reserves established by Administrative Agent from time to
time against Eligible Inventory, in the full amount necessary to cover all
shipping and other charges for items shipped by boat, (c) reserves established
by Administrative Agent pursuant to specific terms of Credit Documents other
than this Agreement, and (d) such other reserves against Eligible Accounts or
Eligible Inventory of the Borrower or any Subsidiary Guarantor, that
Administrative Agent may, in its Permitted Discretion, establish from time to
time, including, without limitation, (i) reserves established on account of any
Liens which may be prior in right to the First Priority Lien of Collateral Agent
for the benefit of the ABL Secured Parties, including, without limitation, any
Liens which may be permitted under Section 10.03, (ii) Dilution Reserves (iii)
PACA Reserves, (iv) Inbound Freight Reserves and (v) Rent Reserves.

          "Restricted" shall mean, when referring to cash or Cash Equivalents of
Holdings or any of its Subsidiaries, that such cash or Cash Equivalents (i)
appears (or would be required to appear) as "restricted" on a consolidated
balance sheet of Holdings or of any such Subsidiary (unless such appearance is
related to the Credit Documents or Liens created thereunder), (ii) are subject
to any Lien in favor of any Person other than the Collateral Agent for the
benefit of the


                                      -46-



Secured Creditors or (iii) are not otherwise generally available for use by
Holdings or such Subsidiary.

          "Restricted Subsidiary" of any Person shall mean any Subsidiary (as
defined in the Existing 2011 Senior Notes Indenture as in effect on the Initial
Borrowing Date (without giving effect to any termination thereof)) of such
Person other than any Subsidiary (as so defined) of such Person that is engaged
primarily in the management, development and sale or financing of real property.

          "Retained Excess Cash Flow Amount" shall initially be $0, which amount
shall be (A) increased on each Excess Cash Payment Date so long as any repayment
required pursuant to Section 5.02(f) has been made, by an amount equal to the
Adjusted Excess Cash Flow for the immediately preceding Excess Cash Flow Payment
Period multiplied by a percentage equal to 100% minus the Applicable Prepayment
Percentage, and (B) reduced (i) on each Excess Cash Payment Date where Adjusted
Excess Cash Flow for the immediately preceding Excess Cash Flow Payment Period
is a negative number, by such amount, and (ii) at the time any cash is used to
redeem, repurchase and/or otherwise make payments in respect of Existing Senior
Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes in
reliance on the proviso appearing in Section 10.09(a)(i)(z), by the amount of
the cash so used (it being understood that the Retained Excess Cash Flow Amount
may be reduced to an amount below zero after giving effect to the reductions
enumerated in clause (B) above).

          "Returns" shall have the meaning provided in Section 8.20.

          "Revolving Loan" shall have the meaning provided in Section 2.01(a).

          "Revolving Loan Commitment" shall mean, for each Lender, the amount
set forth opposite such Lender's name in Schedule I directly below the column
entitled "Revolving Loan Commitment," as same may be (x) reduced from time to
time or terminated pursuant to Sections 4.02, 4.03 and/or 11, as applicable, (y)
increased from time to time pursuant to Section 2.14 or (z) adjusted from time
to time as a result of assignments to or from such Lender pursuant to Section
2.13 or 13.04(b).

          "Revolving Loan Maturity Date" shall mean April 12, 2011.

          "Revolving Note" shall have the meaning provided in Section 2.05(a).

          "RL Percentage" of any Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Lender at such time and the denominator of which is the Total
Commitment at such time, provided that if the RL Percentage of any Lender is to
be determined after the Total Commitment has been terminated, then the RL
Percentages of such Lender shall be determined immediately prior (and without
giving effect) to such termination.

          "S&P" shall mean Standard & Poor's Ratings Services, a division of
McGraw Hill, Inc.


                                      -47-



          "Sale-Leaseback Transaction" shall mean the sale and leaseback of the
corporate aircraft named "Global Express" on the Initial Borrowing Date in
connection with the Transaction under, and as defined in, the Original Credit
Agreement.

          "Scheduled Existing Indebtedness" shall mean Third Party Scheduled
Existing Indebtedness and Intercompany Scheduled Existing Indebtedness.

          "SEC" shall have the meaning provided in Section 9.01.

          "Second Priority" shall mean, with respect to any Lien purported to be
created on any Collateral pursuant to the Security Documents, that such Lien is
prior in right to any other Lien thereon, other than (x) Liens permitted
pursuant to clause (y) of Section 10.03(iii) and (y) Permitted Liens permitted
to be prior to the Liens on the Collateral in accordance with the definition
"First Priority" contained herein; provided that in no event shall any such
Permitted Lien be permitted (on a consensual basis) to be junior and subordinate
to any Permitted Liens as described in clause (x) above and senior in priority
to the relevant Liens created pursuant to the Security Documents.

          "Second-Tier Material Real Property" of any Person, shall mean any
fee-owned (or equivalent) Real Property acquired by such Person after the
Initial Borrowing Date with a value (determined using the initial purchase price
paid by such Person for such Real Property) of greater than $2,500,000 but less
than or equal to $10,000,000.

          "Section 5.04(b)(ii) Certificate" shall have the meaning provided in
Section 5.04(b)(ii).

          "Secured Creditors" shall have the meaning assigned that term in the
respective Security Documents.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

          "Security Agreement" shall have the meaning provided in Section 6.12.

          "Security Agreement Collateral" shall mean all "Collateral" as defined
in the Security Agreement.

          "Security Document" shall mean and include each of the Intercreditor
Agreement, the Security Agreement, the Pledge Agreement, each Mortgage and,
after the execution and delivery thereof, each Additional Security Document.

          "Senior Secured Leverage Ratio" shall mean, on any date of
determination, the ratio of (i) Consolidated Senior Secured Net Debt on such
date to (ii) Consolidated EBITDA for the Test Period most recently ended on or
prior to such date; provided that for all purposes of this Agreement,
Consolidated EBITDA for purposes of the Senior Secured Leverage Ratio shall be
determined on a Pro Forma Basis.

          "Settlement Date" shall have the meaning provided in Section
2.04(b)(i).


                                      -48-



          "Shareholder Subordinated Note" shall mean an unsecured junior
subordinated note issued by Holdings and not guaranteed by any Subsidiary of
Holdings in the form of Exhibit O, as the same may be modified, amended or
supplemented from time to time pursuant to the terms hereof and thereof.

          "Shareholders' Agreements" shall have the meaning provided in Section
6.05.

          "Shell Corporation" shall mean any Person created or established by
the Borrower or any of its Wholly-Owned Subsidiaries, so long as (i) the
aggregate amount of assets at any time held by any such Person does not exceed
$10,000 and (ii) the aggregate amount of assets at any time held by all Shell
Corporations at any time in existence does not exceed $100,000, it being
understood that at such time as the assets of any Person which was a "Shell
Corporation" exceed $10,000 or the assets of all Persons which were "Shell
Corporations" exceeds $100,000, all such Persons shall cease to be Shell
Corporations for purposes of this definition.

          "Significant Asset Sale" shall mean each Asset Sale which generates
Net Sale Proceeds of at least $10,000,000.

          "Specified Default" shall mean any Default under either of Sections
11.01 or 11.05.

          "Specified Existing Ship Leases" shall mean the leases with respect to
the vessels named "Dole Chile" and "Dole Colombia", as in effect on the Initial
Borrowing Date.

          "Start Date" shall have the meaning provided in the definition of
Applicable Margin.

          "Stated Amount" of each Letter of Credit shall mean, at any time, the
maximum amount available to be drawn thereunder (in each case determined without
regard to whether any conditions to drawing could then be met, but after giving
effect to all previous drawings made thereunder), provided that except as such
term is used in Section 3.03(c) of the Stated Amount of each Euro Denominated
Letter of Credit and each Sterling Denominated Letter of Credit shall be, on any
date of calculation, the Dollar Equivalent of the maximum amount available to be
drawn in Euros or Sterling, as the case may be, thereunder (determined without
regard to whether any conditions to drawing could then be met but after giving
effect to all previous drawings made thereunder).

          "Sterling" and "L" shall mean freely transferable lawful money of the
United Kingdom (expressed in pounds sterling).

          "Sterling Denominated Letter of Credit" shall mean each Letter of
Credit denominated in Sterling.

          "Sterling Denominated Loan" shall mean each Loan denominated in
Sterling.

          "Sterling Denominated Obligations" shall mean the principal aggregate
amount of all Sterling Denominated Loans and the Stated Amount of all Sterling
Denominated Letters of Credit.


                                      -49-



          "Sterling LIBOR" shall mean shall mean, with respect to each Interest
Period applicable to any Sterling Denominated Loan, the British Bankers
Association Interest Settlement Rate that appears on page 3750 (or other
appropriate page if the relevant Primary Alternate Currency does not appear on
such page) of the Dow Jones Telerate Screen (or any successor page) for deposits
in Sterling with maturities comparable to such Interest Period as of 11:00 A.M.
(London time) on the date which is the same day as the commencement of such
Interest Period or, if such rate does not appear on the Dow Jones Telerate
Screen (or any successor page), the offered quotations to prime banks in the
London interbank market by the Administrative Agent for deposits in Sterling of
amounts in same day funds comparable to the outstanding principal amount of such
Sterling Denominated Loan with maturities comparable to such Interest Period
determined as of 11:00 A.M. (London time) on the date which is two Business Days
prior to the commencement of such Interest Period; provided that in the event
the Administrative Agent has made any determination pursuant to Section
2.10(a)(i) in respect of Sterling Denominated Loans, or in the circumstances
described in clause (i) to the proviso to Section 2.10(b) in respect of Sterling
Loans, Sterling LIBOR determined pursuant to this definition shall instead be
the rate determined by the Administrative Agent as the all-in-cost of funds for
the Administrative Agent to fund the respective Sterling Denominated Loan with
maturities comparable to the Interest Period applicable thereto.

          "Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through one or more Subsidiaries of such Person and (ii) any
partnership, association, limited liability company, joint venture or other
entity (other than a corporation) in which such Person directly or indirectly
through one or more Subsidiaries of such Person, has more than a 50% Equity
Interest at the time. Notwithstanding the foregoing (and except for purposes of
Sections 8.01, 8.03, 8.04, 8.11, 8.15, 8.16, 8.19, 9.01(f), 9.01(h), 9.04, 9.05,
9.06, 9.07, 9.08, 9.15, 11.03(b), 11.04, 11.05, 11.06, 11.09 and 13.01), an
Unrestricted Wellbeing Joint Venture shall be deemed not to be a Subsidiary of
Holdings or any of its other Subsidiaries for purposes of this Agreement.

          "Subsidiary Guarantor" shall mean each Domestic Subsidiary of the
Borrower (whether existing on the Initial Borrowing Date or established, created
or acquired after the Initial Borrowing Date and, in any event, other than the
Excluded Domestic Subsidiary), unless and until such time as the respective
Subsidiary is released from all of its obligations under the Subsidiaries
Guaranty in accordance with the terms and provisions thereof.

          "Subsidiaries Guaranty" shall have the meaning provided in Section
6.10.

          "Swingline Expiry Date" shall mean that date which is five Business
Days prior to the Revolving Loan Maturity Date.

          "Swingline Lender" shall mean the Administrative Agent, in its
capacity as Swingline Lender hereunder.


                                      -50-



          "Swingline Loan" shall have the meaning provided in Section 2.01(b).

          "Swingline Note" shall have the meaning provided in Section 2.05(a).

          "Synthetic Lease" shall mean a lease transaction under which the
parties intend that (i) the lease will be treated as an "operating lease" by the
lessee and (ii) the lessee will be entitled to various tax and other benefits
ordinarily available to owners (as opposed to lessees) of like property.

          "Tax Allocation Agreements" shall have the meaning provided in Section
6.05.

          "Taxes" shall have the meaning provided in Section 5.04(a).

          "Term Collateral Agent" shall mean the "Collateral Agent" as defined
in the Term Credit Agreement or any collateral agent under any Permitted
Refinancing Indebtedness of the Term Credit Agreement.

          "Term Credit Agreement" shall mean the Credit Agreement, dated as of
the date hereof, by and among Holdings, Intermediate Holdco, the Borrower, the
Bermuda Company, various lending institutions party thereto, DBNY, as
Administrative Agent and as Deposit Bank, Banc of America Securities LLC, as
Syndication Agent, the Bank of Nova Scotia, as Documentation Agent and DBSI, as
lead arranger and sole book running manager, as it may be amended, supplemented
or otherwise modified from time to time in accordance with the terms herewith
and therewith.

          "Term Credit Documents" shall mean the Credit Documents under (and as
defined in) the Term Credit Agreement.

          "Term Loans" shall mean the Term Loans under (and as defined in) the
Term Credit Agreement, and includes any Permitted Refinancing Indebtedness
thereof.

          "Term Pledge Agreement" shall mean the U.S. Pledge Agreement as
defined in the Term Credit Agreement.

          "Term Secured Parties" shall mean the Secured Creditors as defined in
the Term Credit Agreement, or in any credit agreement or comparable document in
respect of a Permitted Refinancing of the Term Loan.

          "Term Security Documents" shall mean the Security Documents as defined
in the Term Credit Agreement, or in any credit agreement or comparable document
in respect of a Permitted Refinancing of the Term Loan.

          "Test Period" shall mean each period of four consecutive Fiscal
Quarters then last ended, in each case taken as one accounting period.

          "Third Party Location" shall have the meaning provided in the
definition of Eligible Inventory.


                                      -51-



          "Third Party Scheduled Existing Indebtedness" shall have the meaning
provided in Section 8.20.

          "TL Priority Collateral" shall have the meaning assigned to such term
in the Intercreditor Agreement.

          "Total Commitment" shall mean, at any time, the sum of the Revolving
Loan Commitments of each of the Lenders at such time.

          "Total Leverage Ratio" shall mean, on any date of determination, the
ratio of (i) Consolidated Net Debt on such date to (ii) Consolidated EBITDA for
the Test Period most recently ended on or prior to such date; provided that for
all purposes of this Agreement, Consolidated EBITDA for purposes of the Total
Leverage Ratio shall be determined on a Pro Forma Basis.

          "Total Unutilized Revolving Loan Commitment" shall mean, at any time,
an amount equal to the remainder of (x) the Total Commitment in effect at such
time less (y) the sum of (i) the aggregate principal amount of all Revolving
Loans and Swingline Loans outstanding at such time plus (ii) the aggregate
amount of all Letter of Credit Outstandings at such time.

          "Tranche" shall mean the respective facility and commitments utilized
in making Loans hereunder, with there being two Tranches, i.e., Revolving Loans
and Swingline Loans.

          "Transaction" shall mean, collectively, (i) the amendment and
restatement of the Original Credit Agreement in the form of the Term Credit
Agreement as provided herein, (ii) the entering into of the Term Credit
Documents and the initial borrowing thereunder, (iii) the occurrence of the
Effective Date and the Credit Events occurring on such date, (iv) the
consummation of the Refinancing, and (v) the payment of fees and expenses in
connection with the foregoing.

          "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a Euro
Rate Loan.

          "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

          "Unfunded Current Liability" shall mean the amount, if any, by which
the actuarial present value of accumulated benefits of any Plan subject to Title
IV of ERISA as of the close of its most recent plan year, determined using
actuarial assumptions at such time consistent with those prescribed by Financial
Account Standards No. 87, exceeds the fair market value of the assets allocable
to such liabilities.

          "United States" and "U.S." shall each mean the United States of
America.

          "Unpaid Drawing" shall have the meaning provided in Section 3.05(a).

          "Unrestricted" shall mean, when referring to cash or Cash Equivalents
of Holdings or any of its Subsidiaries, that such cash or Cash Equivalents are
not Restricted.


                                      -52-



          "Unrestricted Subsidiary" of any Person shall mean (i) at any time
prior to the repayment in full of both the Existing 2009 Senior Notes and the
Existing 2013 Senior Notes, any Subsidiary of such Person that is not a
Restricted Subsidiary and (ii) thereafter, any Subsidiary of such Person.

          "Unrestricted Wellbeing Joint Venture" shall mean Westlake Wellbeing
Company, Wellbeing IP Holdco and Wellbeing Edco.

          "Unutilized Revolving Loan Commitment" shall mean, with respect to any
Lender at any time, such Lender's Revolving Loan Commitment at such time less
the sum of (i) the aggregate outstanding principal amount of all Revolving
Loans, (taking the Dollar Equivalent of any such Loans denominated in Euros or
Sterling) made by such Lender at such time and (ii) such Lender's RL Percentage
of the Letter of Credit Outstandings at such time.

          "U.S. Dole Group" shall mean the Borrower and the Subsidiary
Guarantors.

          "U.S. Dollars," "Dollars" and the sign "$" shall each mean freely
transferable lawful money of the United States of America.

          "U.S. GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; provided that
determinations in accordance with U.S. GAAP for purposes of Sections 5.02, 9.14
and 10, including defined terms as used therein, and for all purposes of
determining the Senior Secured Leverage Ratio, the Total Leverage Ratio and the
Fixed Charge Coverage Ratio, are subject (to the extent provided therein) to
Section 13.07(a).

          "U.S. Mortgaged Property" shall mean each Real Property located in the
United States or any State or territory thereof with respect to which a Mortgage
is required to be delivered pursuant to the terms of this Agreement.

          "Wellbeing Edco" shall mean a Delaware corporation or limited
liability company formed (or to be formed) by Holdings to promote nutritional
and wellbeing education.

          "Wellbeing IP Holdco" shall mean a Delaware corporation or limited
liability company formed (or to be formed) by Holdings to hold the intellectual
property rights related to the Wellbeing Project.

          "Wellbeing Project" shall mean the start-up, construction and
operation by Westlake Wellbeing Company of a well-being
center/hotel/spa/conference center/studio on the Westlake Village Property.

          "Wellbeing Project Financing" shall mean Indebtedness incurred by
Holdings, so long as (a) the proceeds thereof are used (or, in the case of
sub-clause (iv) below, deemed used) solely to (i) finance the construction,
start-up and operational deficits of the Wellbeing Project (including any "cost
overruns" on the construction of the Wellbeing Project), (ii) make an Investment
in, and/or repay an intercompany loan owing to, Intermediate Holdco, the
proceeds of which are, in turn, used by Intermediate Holdco to make an
Investment in, and/or repay an intercompany loan owing to the Borrower, (iii)
"finance" customary expenses which are (x)


                                      -53-



incurred by lenders providing such Indebtedness and treated as "protective
advances" under the documentation governing such Indebtedness (e.g., advances
for the payment of real estate taxes, insurance premiums, ground rent and
maintenance and repair costs) and (y) deemed added as additional Indebtedness of
Holdings under such documentation (it being understood, however, that
Indebtedness incurred by Holdings under this clause (iii) may be in the form of
a guarantee by Holdings of additional Indebtedness incurred by the Unrestricted
Wellbeing Joint Venture for the purposes described above in this clause (iii)
rather than in the form of direct incurrence by Holdings), (iv) pay accrued but
unpaid interest on the principal of Indebtedness described in this definition,
together with reasonable transaction fees incurred in connection with the
incurrence thereof and/or (v) extend, renew and/or refinance any Indebtedness
theretofore incurred pursuant to this definition, (b) such Indebtedness does not
require any scheduled principal repayments prior to the final stated maturity
thereof, (c) such Indebtedness does not require any mandatory repayments prior
to the final stated maturity thereof other than in connection with (x) a "change
of control" (which "change of control" shall not include triggers any tighter
than those contained in the definition of "Change of Control" in this Agreement)
or (y) issuances of equity by, or capital contributions to, Holdings, (d) such
Indebtedness does not provide for guaranties or security from, or require any
representation, warranty, event of default or covenant to be applicable to, any
Subsidiary of Holdings, (e) such Indebtedness provides for an "interest reserve"
covering all interest which will accrue on such Indebtedness over the term
thereof, which interest may be in the form of a committed but initially unfunded
portion of such Indebtedness specifically reserved for the payment of accrued
but unpaid interest on such Indebtedness, (f) such Indebtedness expressly
permits the pledge of the Equity Interests of the Unrestricted Wellbeing Joint
Ventures pursuant to the Pledge Agreement, (g) in the case of any Indebtedness
incurred to extend, renew and/or refinance any Indebtedness theretofore incurred
in reliance on this definition, the requirements of clauses (b) through (f),
inclusive, above and clause (h) below are satisfied at the time of the
incurrence thereof and (h) all other terms of such Indebtedness (including,
without limitation, with respect to prepayment provisions, covenants and
defaults) are reasonably acceptable to the Administrative Agent, as such
Indebtedness may be amended, modified, supplemented, extended, renewed and/or
refinanced from time to time in accordance with the terms hereof and thereof.
The incurrence of the Wellbeing Project Financing shall be deemed to be a
representation and warranty by Holdings that all conditions thereto have been
satisfied in all material respects and that same is permitted in accordance with
the terms of this Agreement, which representation and warranty shall be deemed
to be a representation and warranty for all purposes hereunder, including,
without limitation, Sections 7 and 11.

          "Wellbeing Project Financing Debt Cap Amount" shall mean, at any time,
$150,000,000 (as such amount may be reduced by any repayments of principal of
the Wellbeing Project Financing, except to the extent such repayment is made in
connection with a refinancing of such Wellbeing Project Financing consummated in
accordance with the definition of "Wellbeing Project Financing"); provided,
however, that (i) the "Wellbeing Project Financing Debt Cap Amount" may exceed
the amount otherwise set forth above at any time, if (but only if) any excess
over such amount is (I) used by Holdings to finance cost overruns and/or
operational deficits of the Wellbeing Project and/or (II) incurred by Holdings
for the purposes described in clause (a)(iii) of the definition of "Wellbeing
Project Financing", and (ii) any such excess permitted by preceding clause (i)
shall also (but without duplication) be reduced by any repayments of principal
of the Wellbeing Project Financing, except to the extent such repayment


                                      -54-



is made in connection with a refinancing of such Wellbeing Project Financing
consummated in accordance with the definition of "Wellbeing Project Financing."

          "Wellbeing Project Financing Documents" shall mean any indenture,
credit agreement or similar agreement entered into in connection with the
incurrence or issuance of the Wellbeing Project Financing and each other
agreement, document or instrument relating to the incurrence or issuance of the
Wellbeing Project Financing, as the same may be amended, modified, supplemented,
extended, renewed and/or refinanced from time to time in accordance with the
terms hereof and thereof.

          "Wellbeing Project Financing Interest Reserve Account" shall mean the
deposit account established in connection with the Wellbeing Project Financing
into which cash in amount equal to the interest reserve requirements for the
Wellbeing Project Financing and other proceeds from the Wellbeing Project
Financing will be deposited pending application.

          "Westlake Village Property" shall mean that certain property
identified to the Administrative Agent of twenty (20) acres (more or less) that
is adjacent to the parcel on which the Borrower's Corporate Headquarters is
located in the City of Westlake Village, Ventura County, California.

          "Westlake Wellbeing Company" shall mean Westlake Wellbeing Properties
LLC, a Delaware limited liability company formed by Holdings to construct and
operate the Wellbeing Project and/or promote nutritional and wellbeing
education.

          "Wholly-Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

          "Wholly-Owned Foreign Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

          "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, limited liability company, association, joint venture or other
entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such
Person has a 100% equity interest at such time (other than, in the case of a
Foreign Subsidiary of the Borrower with respect to the preceding clauses (i) and
(ii), director's qualifying shares and/or other nominal amount of shares
required to be held by Persons other than the Borrower and its Subsidiaries
under applicable law).

          "Wholly-Owned Subsidiary Guarantor" shall mean each Subsidiary
Guarantor which is a Wholly-Owned Subsidiary.

          SECTION 2. Amount and Terms of Credit.

          2.01. The Commitments. (a) Subject to and upon the terms and
conditions set forth herein, each Lender severally agrees to make, at any time
and from time to time on or after the Initial Borrowing Date and prior to the
Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a
"Revolving Loan" and, collectively, the "Revolving Loans") to the


                                      -55-



Borrower, which Revolving Loans (i) shall be denominated in the respective
Available Currency elected by the Borrower, (ii) shall, at the option of
Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans,
Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided
that except as otherwise specifically provided in Section 2.10(b), all Revolving
Loans comprising the same Borrowing shall at all times be of the same Type,
(iii) may be repaid and reborrowed in accordance with the provisions hereof,
(iv) shall not be made (and shall not be required to be made) by any Lender in
any instance where the incurrence thereof (after giving effect to the use of the
proceeds thereof on the date of the incurrence thereof to repay any amounts
theretofore outstanding pursuant to this Agreement) would cause the Aggregate
Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro
Denominated Loans shall not be made (and shall not be required to be made) by
any Lender in any instance where the incurrence thereof would cause the Euro
Denominated Obligations to exceed the Maximum Euro Denominated Obligations
Amount or (B) Sterling Denominated Loans shall not be made (and shall not be
required to be made) by any Lender in any instance where the incurrence thereof
would cause the Sterling Denominated Obligations to exceed the Maximum Sterling
Denominated Loan Amount.

          (b) Subject to and upon the terms and conditions set forth herein, the
Swingline Lender agrees to make, at any time and from time to time on or after
the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving
loan or revolving loans (each, a "Swingline Loan" and, collectively, the
"Swingline Loans") to the Borrower, which Swingline Loans (i) shall be incurred
and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii)
may be repaid and reborrowed in accordance with the provisions hereof, (iv)
shall not exceed in aggregate principal amount at any time outstanding, when
combined with the aggregate principal amount of all Revolving Loans then
outstanding and the aggregate amount of all Letter of Credit Outstandings at
such time, an amount equal to the Total Commitment at such time, (v) shall not
be made (and shall not be required to be made) by any Lender in any instance
where the incurrence thereof (after giving effect to the use of the proceeds
thereof on the date of the incurrence thereof to repay any amounts theretofore
outstanding pursuant to this Agreement) would cause the Aggregate Exposure to
exceed the Borrowing Base at such time (based on the Borrowing Base Certificate
last delivered) and (vi) shall not exceed in aggregate principal amount at any
time outstanding the Maximum Swingline Amount. Notwithstanding anything to the
contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not
be obligated to make any Swingline Loans at a time when a Lender Default exists
with respect to an Lender unless the Swingline Lender has entered into
arrangements satisfactory to it and the Borrower to eliminate the Swingline
Lender's risk with respect to the Defaulting Lender's or Defaulting Lenders'
participation in such Swingline Loans, including by cash collateralizing such
Defaulting Lender's or Defaulting Lenders' RL Percentage of the outstanding
Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan
after it has received written notice from the Borrower, any other Credit Party
or the Required Lenders stating that a Default or an Event of Default exists and
is continuing until such time as the Swingline Lender shall have received
written notice (A) of rescission of all such notices from the party or parties
originally delivering such notice or notices or (B) of the waiver of such
Default or Event of Default by the Required Lenders.


                                      -56-



          (c) On any Business Day, the Swingline Lender may, in its sole
discretion, give notice to the Lenders that the Swingline Lender's outstanding
Swingline Loans shall be funded with one or more Borrowings of Revolving Loans
(provided that such notice shall be deemed to have been automatically given upon
the occurrence of a Default or an Event of Default under Section 11.05 or upon
the exercise of any of the remedies provided in the last paragraph of Section
11), in which case one or more Borrowings of Revolving Loans constituting Base
Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the
immediately succeeding Business Day by all Lenders pro rata based on each such
Lender's RL Percentage (determined before giving effect to any termination of
the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and
the proceeds thereof shall be applied directly by the Swingline Lender to repay
the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby
irrevocably agrees to make Revolving Loans upon one Business Day's notice
pursuant to each Mandatory Borrowing in the amount and in the manner specified
in the preceding sentence and on the date specified in writing by the Swingline
Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply
with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any
conditions specified in Section 7 are then satisfied, (iii) whether a Default or
an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and
(v) the amount of the Borrowing Base or Total Commitment at such time. In the
event that any Mandatory Borrowing cannot for any reason be made on the date
otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code with respect to the
Borrower), then each Lender hereby agrees that it shall forthwith purchase (as
of the date the Mandatory Borrowing would otherwise have occurred, but adjusted
for any payments received from the Borrower on or after such date and prior to
such purchase) from the Swingline Lender such participations in the outstanding
Swingline Loans as shall be necessary to cause the Lenders to share in such
Swingline Loans ratably based upon their respective RL Percentages (determined
before giving effect to any termination of the Revolving Loan Commitments
pursuant to the last paragraph of Section 11), provided that (x) all interest
payable on the Swingline Loans shall be for the account of the Swingline Lender
until the date as of which the respective participation is required to be
purchased and, to the extent attributable to the purchased participation, shall
be payable to the participant from and after such date and (y) at the time any
purchase of participations pursuant to this sentence is actually made, the
purchasing Lender shall be required to pay the Swingline Lender interest on the
principal amount of participation purchased for each day from and including the
day upon which the Mandatory Borrowing would otherwise have occurred to but
excluding the date of payment for such participation, at the overnight Federal
Funds Rate for the first three days and at the interest rate otherwise
applicable to Revolving Loans maintained as Base Rate Loans hereunder for each
day thereafter.

          (d) Notwithstanding anything to the contrary in Section 2.01(a) or
elsewhere in this Agreement, the Administrative Agent shall have the right to
establish reserves in such amounts, and with respect to such matters, as the
Administrative Agent in its Permitted Discretion shall deem necessary or
appropriate, against the Borrowing Base, including, without limitation, reserves
with respect to (i) sums that the Borrower is or will be required to pay (such
as taxes, assessments, insurance premiums, or, in the case of leased assets,
rents or other amounts payable under such leases) and have not yet paid
(including, without limitation, a Rent Reserve against Eligible Inventory
included in the Borrowing Base) and (ii) amounts owing by the Borrower or its
Subsidiaries to any Person to the extent secured by a Lien on, or trust over,
any


                                      -57-



of the Collateral, which Lien or trust, in the Permitted Discretion of the
Administrative Agent is capable of ranking senior in priority to or pari passu
with one or more of the Liens granted in the Security Documents (such as Liens
or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen,
laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or
other taxes where given priority under applicable law) in and to such item of
the Collateral. In addition to the foregoing, the Administrative Agent shall
have the right to have the Borrower's and each Wholly-Owned Subsidiary
Guarantor's Inventory reappraised by a qualified appraisal company selected by
the Administrative Agent in accordance with Section 9.01(p) after the Initial
Borrowing Date for the purpose of re-determining the Net Orderly Liquidation
Value of the Eligible Inventory, and, as a result, re-determining the Borrowing
Base.

          (e) In the event the Borrower is unable to comply with (i) the
Borrowing Base limitations set forth in Sections 2.01(a) or (ii) the conditions
precedent to the making of Revolving Loans or the issuance of Letters of Credit
set forth in Section 7, (x) the Lenders authorize the Administrative Agent, for
the account of the Lenders, to make Revolving Loans to the Borrower, which, in
each case, may only be made as Base Rate Loans (each, an "Agent Advance") for a
period commencing on the date the Administrative Agent first receives a Notice
of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth
Business Day after such date, (ii) the date the Borrower is again able to comply
with the Borrowing Base limitations and the conditions precedent to the making
of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or
waiver with respect thereto or (iii) the date the Required Lenders instruct the
Administrative Agent to cease making Agent Advances (in each case, the "Agent
Advance Period"). The Administrative Agent shall not make any Agent Advance to
the extent that at such time the amount of such Agent Advance, either (I) when
added to the aggregate outstanding amount of all other Agent Advances made to
the Borrower at such time, would exceed 10% of the Borrowing Base at such time
(based on the Borrowing Base Certificate last delivered) or (II) which are
incurred as Revolving Loans, when added to the Aggregate Exposure as then in
effect (immediately prior to the incurrence of such Agent Advance), would exceed
the Total Commitment at such time. It is understood and agreed that, subject to
the requirements set forth above, Agent Advances may be made by the
Administrative Agent in its sole discretion and that the Borrower shall have no
right to require that any Agent Advances be made. Agent Advances will be subject
to periodic settlement with the Lenders pursuant to Section 2.04.

          2.02. Minimum Amount of Each Borrowing. The aggregate principal amount
of each Borrowing of Loans shall not be less than the Minimum Borrowing Amount.
More than one Borrowing may occur on the same date, but at no time shall there
be outstanding more than 15 Borrowings of Euro Rate Loans.

          2.03. Notice of Borrowing. (a) Whenever the Borrower desires to incur
(x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent
at the Notice Office at least three Business Days' prior notice of each
Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder
(excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory
Borrowing), the Borrower shall give the Administrative Agent at the Notice
Office at least one Business Day's prior notice of each Base Rate Loan to be
incurred hereunder, provided that (in each case) any such notice shall be deemed
to have been given on a certain day only if given before 2:00 P.M. (New York
City time) on such day. Each such notice


                                      -58-



(each, a "Notice of Borrowing"), except as otherwise expressly provided in
Section 2.10, shall be irrevocable and shall be in writing, or by telephone
promptly confirmed in writing, in the form of Exhibit A-1, appropriately
completed to specify: (i) the aggregate principal amount of the Loans to be
incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the
date of such Borrowing (which shall be a Business Day), (iii) whether the Loans
being incurred pursuant to such Borrowing are to be initially maintained as Base
Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro
Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the
case of a Borrowing of Revolving Loans the proceeds of which are to be utilized
to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and
expenses incurred in connection therewith), the amount of the Borrowing
Availability after giving effect to such Borrowing. The Administrative Agent
shall promptly give each Lender which is required to make Loans specified in the
respective Notice of Borrowing, notice of such proposed Borrowing, of such
Lender's proportionate share thereof and of the other matters required by the
immediately preceding sentence to be specified in the Notice of Borrowing.

          (b) (i) Whenever the Borrower desires to incur Swingline Loans
hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M.
(New York City time) on the date that a Swingline Loan is to be incurred,
written notice or telephonic notice promptly confirmed in writing of each
Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable
and specify in each case (A) the date of Borrowing (which shall be a Business
Day), (B) the aggregate principal amount of the Swingline Loans to be incurred
pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline
Loans the proceeds of which are to be utilized to finance, in whole or in part,
a Permitted Acquisition (or to pay any fees and expenses incurred in connection
therewith), the amount of the Borrowing Availability after giving effect to such
Borrowing.

          (ii) Mandatory Borrowings shall be made upon the notice specified in
Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 2.01(c).

          (c) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice of any Borrowing or prepayment of
Loans, the Administrative Agent or the Swingline Lender, as the case may be, may
act without liability upon the basis of telephonic notice of such Borrowing or
prepayment, as the case may be, believed by the Administrative Agent or the
Swingline Lender, as the case may be, in good faith to be from an Authorized
Officer of the Borrower, prior to receipt of written confirmation. In each such
case, the Borrower hereby waives the right to dispute the Administrative Agent's
or the Swingline Lender's record of the terms of such telephonic notice of such
Borrowing or prepayment of Loans, as the case may be, absent manifest error.

          2.04. Disbursement of Funds. (a) No later than 1:00 P.M. (New York
City time) on the date specified in each Notice of Borrowing (or (x) in the case
of Swingline Loans, no later than 3:00 P.M. (New York City time) on the date
specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory
Borrowings, no later than 10:00 A.M. (New York City time) on the date specified
in Section 2.01(c)), each Lender with a Revolving Loan Commitment of the
respective Tranche will make available its pro rata portion (determined in
accordance with Section 2.07) of each such Borrowing requested to be made on
such date (or in the case of


                                      -59-



Swingline Loans, the Swingline Lender will make available the full amount
thereof). All such amounts will be made available in Dollars (in the case of
Dollar Denominated Loans), in Euros (in the case of Euro Denominated Loans) or
in Sterling (in the case of Sterling Denominated Loans) and in immediately
available funds at the Payment Office, and the Administrative Agent will, except
in the case of Revolving Loans made pursuant to a Mandatory Borrowing, make
available to the Borrower at the Payment Office the aggregate of the amounts so
made available by the Lenders. Unless the Administrative Agent shall have been
notified by any Lender prior to the date of Borrowing that such Lender does not
intend to make available to the Administrative Agent such Lender's portion of
any Borrowing to be made on such date, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such
date of Borrowing and the Administrative Agent may (but shall not be obligated
to), in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender. If
such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent also shall be
entitled to recover on demand from such Lender or the Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Administrative Agent to the
Borrower until the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if recovered from such
Lender, the overnight Federal Funds Rate for the first three days and at the
interest rate otherwise applicable to such Loans for each day thereafter and
(ii) if recovered from the Borrower, the rate of interest applicable to the
respective Borrowing, as determined pursuant to Section 2.08. Nothing in this
Section 2.04 shall be deemed to relieve any Lender from its obligation to make
Loans hereunder or to prejudice any rights which the Borrower may have against
any Lender as a result of any failure by such Lender to make Loans hereunder.

          (b) Unless the Required Lenders have instructed the Administrative
Agent to the contrary, the Administrative Agent on behalf of the Lenders may,
but shall not be obligated to, make Revolving Loans to the Borrower that are
maintained as Base Rate Loans under Section 2.01 without prior notice of the
proposed Borrowing to the Lenders as follows:

          (i) The amount of each Lender's RL Percentage of Revolving Loans shall
     be computed weekly (or more frequently in the Administrative Agent's sole
     discretion) and shall be adjusted upward or downward on the basis of the
     amount of outstanding Revolving Loans as of 5:00 P.M. (New York time) on
     the last Business Day of each week, or such other period specified by the
     Administrative Agent (each such date, a "Settlement Date"). The Lenders
     shall transfer to the Administrative Agent, or the Administrative Agent
     shall transfer to the Lenders such amounts as are necessary so that (after
     giving effect to all such transfers) the amount of Revolving Loans made by
     each Lender shall be equal to such Lender's RL Percentage of the aggregate
     amount of Revolving Loans outstanding as of such Settlement Date. If a
     notice from the Administrative Agent of any such necessary transfer is
     received by a Lender on or prior to 12:00 Noon (New York time) on any
     Business Day, then such Lender shall make transfers described above in
     immediately available funds no later than 3:00 P.M. (New


                                      -60-



     York time) on the day such notice was received; and if such notice is
     received by a Lender after 12:00 Noon (New York time) on any Business Day,
     such Lender shall make such transfers no later than 1:00 P.M. (New York
     time) on the next succeeding Business Day. The obligation of each of the
     Lenders to transfer such funds shall be irrevocable and unconditional and
     without recourse to, or without representation or warranty by, the
     Administrative Agent. Each of the Administrative Agent and each Lender
     agrees and the Lenders agree to mark their respective books and records on
     each Settlement Date to show at all times the dollar amount of their
     respective RL Percentage of the outstanding Revolving Loans on such date.

          (ii) To the extent that the settlement described in preceding clause
     (i) shall not yet have occurred with respect to any particular Settlement
     Date, upon any repayment of Revolving Loans by the Borrower prior to such
     settlement, the Administrative Agent may apply such amounts repaid directly
     to the amounts that would otherwise be made available by the Administrative
     Agent pursuant to this Section 2.04(b).

          (iii) Because the Administrative Agent on behalf of the Lenders may be
     advancing and/or may be repaid Revolving Loans prior to the time when the
     Lenders will actually advance and/or be repaid Revolving Loans, interest
     with respect to Revolving Loans shall be allocated by the Administrative
     Agent to each Lender and the Administrative Agent in accordance with the
     amount of Revolving Loans actually advanced by and repaid to each Lender
     and the Administrative Agent and shall accrue from and including the date
     such Revolving Loans are so advanced to but excluding the date such
     Revolving Loans are either repaid by the Borrower in accordance with the
     terms of this Agreement or actually settled by the Administrative Agent or
     the applicable Lender as described in this Section 2.04(b).

          2.05. Notes. (a) The Borrower's obligation to pay the principal of,
and interest on, the Loans made by each Lender shall be evidenced in the
Register maintained by the Administrative Agent pursuant to Section 13.15 and
shall, if requested by such Lender, also be evidenced (i) in the case of
Revolving Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-1, with blanks appropriately
completed in conformity herewith (each, a "Revolving Note" and, collectively,
the "Revolving Notes"), and (ii) in the case of Swingline Loans, by a promissory
note duly executed and delivered by the Borrower substantially in the form of
Exhibit B-2, with blanks appropriately completed in conformity herewith (the
"Swingline Note").

          (b) The Revolving Note issued to each Lender shall (i) be executed by
the Borrower, (ii) be payable to the order of such Lender (or an affiliate
designated by such Lender) or its registered assigns and be dated the Initial
Borrowing Date (or, if issued thereafter, the date of issuance thereof), (iii)
be in a stated principal amount (expressed in Dollars) equal to the Revolving
Loan Commitment of such Lender on the date of issuance thereof (or, if issued
after the termination of such Revolving Loan Commitment, in an amount equal to
the Exposure of the respective Lender), provided that if, because of
fluctuations in exchange rates after the date of issuance thereof, the Revolving
Note of any Lender would not be at least as great as the outstanding principal
amount (taking the Dollar Equivalent of all Euro Denominated Loans and Sterling
Denominated Loans evidenced thereby) of the Revolving Loans made by such Lender
at


                                      -61-



any time outstanding, the respective Lender may request (and in such case the
Borrower shall promptly execute and deliver) a new Revolving Note in an amount
equal to the aggregate principal amount (taking the Dollar Equivalent of all
Euro Denominated Loans and Sterling Denominated Loans evidenced thereby) of the
Revolving Loans of such Lender outstanding on the date of the issuance of such
new Revolving Note, (iv) with respect to each Revolving Loan evidenced thereby,
be payable in the respective Available Currency in which such Revolving Loan was
made, (v) mature on the Revolving Loan Maturity Date, (vi) bear interest as
provided in the appropriate clauses of Section 2.08 in respect of the Revolving
Loans evidenced thereby from time to time, (vii) be subject to voluntary
prepayment as provided in Section 5.01 and mandatory repayment as provided in
Section 5.02 and (viii) be entitled to the benefits of this Agreement and the
other Credit Documents.

          (c) The Swingline Note issued to the Swingline Lender shall (i) be
executed by the Borrower, (ii) be payable to the order of the Swingline Lender
or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a
stated principal amount (expressed in Dollars) equal to the Maximum Swingline
Amount and be payable in Dollars in the principal amount of the outstanding
Swingline Loans evidenced thereby from time to time, (iv) mature on the
Swingline Expiry Date, (v) bear interest as provided in the appropriate clause
of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be
subject to voluntary prepayment as provided in Section 5.01 and mandatory
repayment as provided in Section 5.02 and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

          (d) Each Lender will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and prior to any transfer of
any of its Notes will endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in such notation shall not affect the Borrower's obligations in
respect of such Loans.

          (e) Notwithstanding anything to the contrary contained above in this
Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to
Lenders which at any time specifically request the delivery of such Notes. No
failure of any Lender to request or obtain a Note evidencing its Loans to the
Borrower shall affect or in any manner impair the obligations of the Borrower to
pay the Loans (and all related Obligations) incurred by the Borrower which would
otherwise be evidenced thereby in accordance with the requirements of this
Agreement, and shall not in any way affect the security or guaranties therefor
provided pursuant to the various Credit Documents. Any Lender which does not
have a Note evidencing its outstanding Loans shall in no event be required to
make the notations otherwise described in preceding clause (b). At any time when
any Lender requests the delivery of a Note to evidence any of its Loans, the
Borrower shall promptly execute and deliver to the respective Lender the
requested Note in the appropriate amount or amounts to evidence such Loans.

          2.06. Conversions. The Borrower shall have the option to convert, on
any Business Day beginning three Business Days following the Initial Borrowing
Date, all or a portion equal to at least the Minimum Borrowing Amount of the
outstanding principal amount of Loans (other than Swingline Loans which may not
be converted pursuant to this Section 2.06) made pursuant to one or more
Borrowings of one or more Types of Loans into a Borrowing of another Type of
Loan, provided that, (i) except as otherwise provided in Section 2.10(b),


                                      -62-



Eurodollar Loans may be converted into Base Rate Loans only on the last day of
an Interest Period applicable to the Loans being converted and no such partial
conversion of Eurodollar Loans shall reduce the outstanding principal amount of
such Eurodollar Loans made pursuant to a single Borrowing to less than the
Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders
otherwise agree, Base Rate Loans may only be converted into Eurodollar Loans if
no Default or Event of Default is in existence on the date of the conversion,
and (iii) no conversion pursuant to this Section 2.06 shall result in a greater
number of Borrowings of Eurodollar Loans than is permitted under Section 2.02.
Each such conversion shall be effected by the Borrower by giving the
Administrative Agent at the Notice Office prior to 2:00 P.M. (New York City
time) at least (x) in the case of conversions of Base Rate Loans into Eurodollar
Loans, three Business Days' prior notice and (y) in the case of conversions of
Eurodollar Loans into Base Rate Loans, one Business Day's prior notice (each, a
"Notice of Conversion/Continuation"), in each case in the form of Exhibit A-2,
appropriately completed to specify the Loans to be so converted, the Borrowing
or Borrowings pursuant to which such Loans were incurred and, if to be converted
into Euro Rate Loans, the Interest Period to be initially applicable thereto.
The Administrative Agent shall give each Lender prompt notice of any such
proposed conversion affecting any of its Loans.

          2.07. Pro Rata Borrowings. All Borrowings of Revolving Loans under
this Agreement shall be incurred from the Lenders pro rata on the basis of their
Revolving Loan Commitments, provided that all Mandatory Borrowings shall be
incurred from the Lenders pro rata on the basis of their RL Percentages. It is
understood that no Lender shall be responsible for any default by any other
Lender of its obligation to make Loans hereunder and that each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to make its Loans hereunder.

          2.08. Interest. (a) The Borrower agrees to pay interest in respect of
the unpaid principal amount of each Base Rate Loan from the date of Borrowing
thereof until the earlier of (i) the maturity thereof (whether by acceleration
or otherwise) and (ii) the conversion of such Base Rate Loan to a Eurodollar
Loan pursuant to Section 2.06 or 2.09, as applicable, at a rate per annum which
shall be equal to the sum of the relevant Applicable Margin plus the Base Rate,
each as in effect from time to time.

          (b) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date of Borrowing thereof
until the earlier of (i) the maturity thereof (whether by acceleration or
otherwise) and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan
pursuant to Section 2.06, 2.09 or 2.10, as applicable, at a rate per annum which
shall, during each Interest Period applicable thereto, be equal to the sum of
the relevant Applicable Margin as in effect from time to time during such
Interest Period plus the Eurodollar Rate for such Interest Period.

          (c) The Borrower hereby agrees to pay interest in respect of the
unpaid principal amount of each Euro Denominated Loan made to it from the date
of the Borrowing thereof until the maturity thereof (whether by acceleration,
prepayment or otherwise) at a rate per annum which shall, during each Interest
Period applicable thereto, be equal to the sum of the relevant Applicable Margin
as in effect from time to time plus Euro LIBOR for such Interest Period plus any
Mandatory Costs.


                                      -63-



          (d) The Borrower hereby agrees to pay interest in respect of the
unpaid principal amount of each Sterling Denominated Loan made to it from the
date of the Borrowing thereof until the maturity thereof (whether by
acceleration, prepayment or otherwise) at a rate per annum which shall, during
each Interest Period applicable thereto, be equal to the sum of the relevant
Applicable Margin as in effect from time to time plus Sterling LIBOR for such
Interest Period plus any Mandatory Costs.

          (e) Overdue principal and, to the extent permitted by law, overdue
interest in respect of (1) in the case of overdue principal of, and interest or
other overdue amounts owing with respect to, Euro Denominated Loans, equal to 2%
per annum in excess of the relevant Applicable Margin as in effect from time to
time plus Euro LIBOR for such successive periods not exceeding three months as
the Administrative Agent may determine from time to time in respect of amounts
comparable to the amount not paid plus any Mandatory Costs, (2) in the case of
overdue principal of, and interest or other amounts owing with respect to,
Sterling Denominated Loans, equal to 2% per annum in excess of the Applicable
Margin for Sterling Denominated Loans as in effect from time to time plus
Sterling LIBOR for such successive periods not exceeding three months as the
Administrative Agent may determine from time to time in respect of amounts
comparable to the amount not paid plus any Mandatory Costs, and (3) for each
other Loan, each Loan shall, in each case, bear interest at a rate per annum
equal to the greater of (x) the rate which is 2% in excess of the rate then
borne by such Loans and (y) the rate which is 2% in excess of the rate otherwise
applicable to Base Rate Loans, and all other overdue amounts payable hereunder
and under any other Credit Document shall bear interest at a rate per annum
equal to the rate which is 2% in excess of the rate applicable to Revolving
Loans that are maintained at Base Rate Loans from time to time. Interest that
accrues under this Section 2.08(c) shall be payable on demand.

          (f) Accrued (and theretofore unpaid) interest shall be payable (i) in
respect of each Swingline Loan and Base Rate Loan, (x) quarterly in arrears on
each Quarterly Payment Date, (y) on the date of any repayment or prepayment in
full of all outstanding Base Rate Loans of any Tranche or Swingline Loans, and
(z) at maturity (whether by acceleration or otherwise) and, after such maturity,
on demand, and (ii) in respect of each Euro Rate Loan, (x) on the last day of
each Interest Period applicable thereto and, in the case of an Interest Period
in excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period, and (y) on the date of any repayment or
prepayment (on the amount repaid or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

          (g) Upon each Interest Determination Date, the Administrative Agent
shall determine the Euro Rate for each Interest Period applicable to the
respective Euro Rate Loans and shall promptly notify the Borrower and the
Lenders thereof. Each such determination shall, absent manifest error, be final
and conclusive and binding on all parties hereto.

          2.09. Interest Periods. At the time the Borrower gives any Notice of
Borrowing or Notice of Conversion/Continuation in respect of the making of, or
conversion into, any Euro Rate Loan (in the case of the initial Interest Period
applicable thereto) or prior to 11:00 A.M. (New York City time) on the third
Business Day prior to the expiration of an Interest Period applicable to such
Euro Rate Loan (in the case of any subsequent Interest Period), the Borrower
shall have the right to elect the interest period (each, an "Interest Period")
applicable to such


                                      -64-



Euro Rate Loan, which Interest Period shall, at the option of the Borrower be a
one, two, three, six or, to the extent approved by each Lender with Loans and/or
Revolving Loan Commitments, any other period, provided that (in each case):

          (i) all Euro Rate Loans comprising a Borrowing shall at all times have
     the same Interest Period;

          (ii) the initial Interest Period for any Euro Rate Loan shall commence
     on the date of Borrowing of such Euro Rate Loan (including the date of any
     conversion thereto from a Base Rate Loan) and each Interest Period
     occurring thereafter in respect of such Euro Rate Loan shall commence on
     the day on which the next preceding Interest Period applicable thereto
     expires;

          (iii) if any Interest Period for a Euro Rate Loan begins on a day for
     which there is no numerically corresponding day in the calendar month at
     the end of such Interest Period, such Interest Period shall end on the last
     Business Day of such calendar month;

          (iv) if any Interest Period for a Euro Rate Loan would otherwise
     expire on a day which is not a Business Day, such Interest Period shall
     expire on the next succeeding Business Day; provided, however, that if any
     Interest Period for a Euro Rate Loan would otherwise expire on a day which
     is not a Business Day but is a day of the month after which no further
     Business Day occurs in such month, such Interest Period shall expire on the
     next preceding Business Day;

          (v) unless the Required Lenders otherwise agree, no Interest Period
     may be selected at any time when a Default or an Event of Default is then
     in existence;

          (vi) no Interest Period in respect of any Borrowing shall be selected
     which extends beyond the Revolving Loan Maturity Date; and

With respect to any Non-Dollar Denominated Loans, at the end of any Interest
Period applicable to a Borrowing thereof, the Borrower, may elect to split the
respective Borrowing into two or more Borrowings of the same Type or combine two
or more Borrowings of the same Type into a single Borrowing, in each case, by
having an Authorized Officer of the Borrower give notice thereof together with
its election of one or more Interest Periods, in each case so long as each
resulting Borrowing (x) has an Interest Period which complies with the foregoing
requirements of this Section 2.09, (y) has a principal amount which is not less
than the Minimum Borrowing Amount applicable to Borrowings of the respective
Type and Tranche, and (z) does not cause a violation of the requirements of
Section 2.02. If upon the expiration of any Interest Period applicable to a
Borrowing of Euro Rate Loans, the Borrower has failed to elect, or are not
permitted to elect, a new Interest Period to be applicable to such Euro Rate
Loans as provided above, the Borrower shall be deemed to have elected (x) if
Eurodollar Loans, to convert such Eurodollar Loans into Base Rate Loans and (y)
if Non-Dollar Denominated Loans, to select a one-month Interest Period for such
Non-Dollar Denominated Loans, in any such case effective as of the expiration
date of such current Interest Period.

          2.10. Increased Costs, Illegality, etc. (a) In the event that any
Lender shall have determined in good faith (which determination shall, absent
manifest error, be final and


                                      -65-



conclusive and binding upon all parties hereto but, with respect to clause (i)
below, may be made only by the Administrative Agent):

          (i) on any Interest Determination Date that, by reason of any changes
     arising after the date of this Agreement affecting the applicable interbank
     market, adequate and fair means do not exist for ascertaining the
     applicable interest rate on the basis provided for in the definition of
     Euro Rate; or

          (ii) at any time, that such Lender shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any Euro Rate Loan because of (x) any change since the Effective Date in
     any applicable law or governmental rule, regulation, order, guideline or
     request (whether or not having the force of law) or in the interpretation
     or administration thereof and including the introduction of any new law or
     governmental rule, regulation, order, guideline or request, such as, for
     example, but not limited to: (A) a change in the basis of taxation of
     payment to any Lender of the principal of or interest on the Loans or the
     Notes or any other amounts payable hereunder (except for changes in the
     rate of tax on, or determined by reference to, the net income or net
     profits of such Lender imposed by the jurisdiction in which its principal
     office or applicable lending office is located) or (B) a change in official
     reserve requirements, but, in all events, excluding reserves required under
     Regulation D to the extent included in the computation of the Eurodollar
     Rate and/or (y) other circumstances arising since the Effective Date
     affecting such Lender, the interbank market or the position of such Lender
     in such market (whether or not such Lender was a Lender at the time of such
     occurrence);

          (iii) at any time, that the making or continuance of any Euro Rate
     Loan has been made unlawful by any law or governmental rule, regulation or
     order (or would conflict with any governmental rule, regulation, guideline,
     request or order not having the force of law but with which such Lender
     customarily complies even though the failure to comply therewith would not
     be unlawful), or impracticable as a result of a contingency occurring after
     the Effective Date which materially and adversely affects the applicable
     interbank market; or

          (iv) at any time that a Non-Dollar Currency is not available in
     sufficient amounts, as determined in good faith by the Administrative
     Agent, to fund any Borrowing of Non-Dollar Denominated Loans requested
     pursuant to Section 2.01;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter (w) in
the case of clause (i) above, (A) in the event Eurodollar Loans are so affected,
Eurodollar Loans shall no longer be available until such time as the
Administrative Agent notifies Holdings, the Borrower and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by
the Borrower with respect to Eurodollar Loans which have not yet been incurred
(including by way of conversion) shall be deemed rescinded by the Borrower and
(B) in the event that any Non-Dollar Denominated Loan is so affected, the
relevant


                                      -66-



Euro Rate shall be determined on the basis provided in the proviso to the
definition of the relevant Euro Rate, (x) in the case of clause (ii) above, the
Borrower agrees to pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts received or receivable hereunder (with
the written notice as to the additional amounts owed to such Lender, submitted
to the Borrower by such Lender in accordance with the foregoing to be, absent
manifest error, final and conclusive and binding on all the parties hereto,
although the failure to give any such notice shall not release or diminish any
of the Borrower's obligations to pay additional amounts pursuant to this Section
2.10(a) upon the subsequent receipt of such notice), (y) in the case of clause
(iii) above, the Borrower or shall take one of the actions specified in Section
2.10(b) as promptly as possible and, in any event, within the time period
required by law and (z) in the case of clause (iv) above, Non-Dollar Denominated
Loans denominated in the affected Non-Dollar Currency (exclusive of any such
Non-Dollar Denominated Loans which have theretofore been funded) shall no longer
be available until such time as the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or notice
pursuant to Section 2.03(b)(i) given by the Borrower with respect to such
Non-Dollar Denominated Loans which have not been incurred shall be deemed
rescinded by the Borrower. Each of the Administrative Agent and each Lender
agrees that if it gives notice to the Borrower of any of the events described in
clause (i), (ii), (iii) or (iv) above, it shall promptly notify the Borrower
and, in the case of any such Lender, the Administrative Agent, if such event
ceases to exist.

          (b) At any time that any Euro Rate Loan is affected by the
circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and
in the case of a Euro Rate Loan affected by the circumstances described in
Section 2.10(a)(iii) shall) either (x) if the affected Euro Rate Loan is then
being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Lender
or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (y) if
the affected Euro Rate Loan is then outstanding, upon at least three Business
Days' written notice to the Administrative Agent, (A) in the case of a
Eurodollar Loan, require the affected Lender to convert such Eurodollar Loan
into a Base Rate Loan (which conversion, in the case of the circumstance
described in Section 2.10(a)(iii), shall occur no later than the last day of the
Interest Period then applicable to such Eurodollar Loan or such earlier day as
shall be required by applicable law) and (B) in the case of any Euro Rate Loan
(other than a Eurodollar Loan), repay all outstanding Borrowings which include
such affected Euro Rate Loans in full in accordance with the applicable
requirements of Section 5.01; provided that, (i) if the circumstances described
in Section 2.10(a)(iii) apply to any Non-Dollar Denominated Loan, the Borrower,
may, in lieu of taking the actions described above, maintain such Non-Dollar
Denominated Loan outstanding, in which case, (x) in the case of Euro Denominated
Loans, the applicable Euro Rate shall be determined on the basis provided in the
proviso to the definition of Euro LIBOR or (y) in the case of Sterling
Denominated Term Loans, the applicable Euro Rate shall be determined on the
basis provided in the proviso to the definition of Sterling LIBOR, as the case
may be, unless the maintenance of such Non-Dollar Denominated Loan outstanding
on such basis would not stop the conditions described in Section 2.10(a)(iii)
from existing (in which case the actions described above, without giving


                                      -67-



effect to the proviso, shall be required to be taken) and (ii) if more than one
Lender is affected at any time, then all affected Lenders must be treated the
same pursuant to this Section 2.10(b).

          (c) If any Lender determines that after the Effective Date the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline, directive or request (whether or not having the
force of law) concerning capital adequacy, or any change in interpretation or
administration thereof by the NAIC or any Governmental Authority, central bank
or comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Revolving Loan
Commitments hereunder or its obligations hereunder, then the Borrower agrees to
pay to such Lender, upon its written demand therefor, such additional amounts as
shall be required to compensate such Lender or such other corporation for the
increased cost to such Lender or such other corporation or the reduction in the
rate of return to such Lender or such other corporation as a result of such
increase of capital. In determining such additional amounts, each Lender will
act reasonably and in good faith and will use averaging and attribution methods
which are reasonable, provided that such Lender's determination of compensation
owing under this Section 2.10(c) shall, absent manifest error, be final and
conclusive and binding on all the parties hereto. Each Lender, upon determining
in good faith that any additional amounts will be payable pursuant to this
Section 2.10(c), will give prompt written notice thereof to the Borrower, which
notice shall set forth such Lender's basis for asserting its rights under this
Section 2.10(c) and the calculation, in reasonable detail, of such additional
amounts claimed hereunder, although the failure to give any such notice shall
not release or diminish the Borrower's obligations to pay additional amounts
pursuant to this Section 2.10(c) upon the subsequent receipt of such notice. A
Lender's good faith determination of compensation owing under this Section
2.10(c) shall, absent manifest error, be final and conclusive and binding on all
the parties hereto.

In the event that any Lender shall in good faith determine (which determination
shall, absent manifest error, be final and conclusive and binding on all parties
hereto) at any time that such Lender is required to maintain reserves
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves required by applicable law) which have been established by any
Federal, state, local or foreign court or governmental agency, authority,
instrumentality or regulatory body with jurisdiction over such Lender (including
any branch, Affiliate or funding office thereof) in respect of any Non-Dollar
Denominated Loans or any category of liabilities which includes deposits by
reference to which the interest rate on any Non-Dollar Denominated Loan is
determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Lender to non-United States
residents, then, unless such reserves are included in the calculation of the
interest rate applicable to such Non-Dollar Denominated Loans or in Section
2.10(a)(ii), such Lender shall promptly notify Holdings and the Borrower in
writing specifying the additional amounts required to indemnify such Lender
against the cost of maintaining such reserves (such written notice to provide in
reasonable detail a computation of such additional amounts) and the Borrower
shall pay to such Lender such specified amounts as additional interest at the
time that the Borrower is otherwise required to pay interest in respect of such
Non-Dollar Denominated Loan or, if later, on written demand therefor by such
Lender.


                                      -68-



          2.11. Compensation. The Borrower agrees to compensate each Lender,
upon its written request (which request shall set forth in reasonable detail the
basis for requesting such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans but excluding loss of
anticipated profits) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether
or not withdrawn by the Borrower or deemed withdrawn pursuant to Section
2.10(a)); (ii) if any prepayment or repayment (including any prepayment or
repayment made pursuant to Section 5.01, Section 5.02 or as a result of an
acceleration of the Loans pursuant to Section 11) or conversion of any of its
Eurodollar Loans occurs on a date which is not the last day of an Interest
Period with respect thereto; (iii) if any prepayment of any of its Eurodollar
Loans is not made on any date specified in a notice of prepayment given by the
Borrower; or (iv) as a consequence of (x) any other default by the Borrower to
repay Eurodollar Loans when required by the terms of this Agreement or any Note
held by such Lender or (y) any election made pursuant to Section 2.10(b). Each
Lender's calculation of the amount of compensation owing pursuant to this
Section 2.11(a) shall be made in good faith. A Lender's basis for requesting
compensation pursuant to this Section 2.11(a) and a Lender's calculation of the
amount thereof, shall, absent manifest error, be final and conclusive and
binding on all parties hereto.

          2.12. Change of Lending Office. Each Lender agrees that on the
occurrence of any event giving rise to the operation of Section 2.10(a)(ii) or
(iii), Section 2.10(c), Section 3.06 or Section 5.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, provided that
such designation is made on such terms that such Lender and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 2.12 shall affect or postpone any of the
obligations of Borrower or the right of any Lender provided in Sections 2.10,
3.06 and 5.04.

          2.13. Replacement of Lenders. (x) If any Lender becomes a Defaulting
Lender, (y) upon the occurrence of any event giving rise to the operation of
Section 2.10(a)(ii) or (iii), Section 2.10(c), Section 3.06 or Section 5.04 with
respect to any Lender which results in such Lender charging to the Borrower
increased costs materially in excess of the average costs being charged by the
other Lenders or (z) in the case of a refusal by a Lender to consent to a
proposed change, waiver, discharge or termination with respect to this Agreement
which has been approved by the Required Lenders as (and to the extent) provided
in Section 13.12(b), the Borrower shall have the right, in accordance with
Section 13.04(b), if no Event of Default then exists or would exist after giving
effect to such replacement, to replace such Lender (the "Replaced Lender") with
one or more other Eligible Transferees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"Replacement Lender") and each of which shall be reasonably acceptable to the
Administrative Agent with identical Revolving Loan Commitments and/or Loans of
the respective Tranche provided by the Replacement Lender; provided that:


                                      -69-



          (a) at the time of any replacement pursuant to this Section 2.13, the
Replacement Lender shall enter into one or more Assignment and Assumption
Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to
said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced
Lender (as may be agreed to at such time by and among the Borrower, the
Replacement Lender and the Replaced Lender)) pursuant to which the Replacement
Lender shall acquire all of the Revolving Loan Commitments and outstanding Loans
(or, in the case of the replacement of only the Revolving Loan Commitment, the
Revolving Loan Commitment and outstanding Revolving Loans and participations in
Letter of Credit Outstandings) of, and in each case all participations in
Letters of Credit by, the Replaced Lender and, in connection therewith, shall
pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of
(A) an amount equal to the principal of, and all accrued interest on, all
outstanding Loans of the Replaced Lender with respect to which such Replaced
Lender is being replaced, (B) an amount equal to all Unpaid Drawings (unless
there are no Unpaid Drawings with respect to the Tranche being replaced) that
have been funded by (and not reimbursed to) such Replaced Lender, together with
all then unpaid interest with respect thereto at such time and (C) an amount
equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender
pursuant to Section 4.01, (y) each Issuing Lender an amount equal to such
Replaced Lender's RL Percentage of any Unpaid Drawing relating to Letters of
Credit issued by such Letter of Credit Issuer (which at such time remains an
Unpaid Drawing) to the extent such amount was not theretofore funded by such
Replaced Lender and (z) in the case of any replacement of Revolving Loan
Commitments, the Swingline Lender an amount equal to such Replaced Lender's RL
Percentage of any Mandatory Borrowing to the extent such amount was not
theretofore funded by such Replaced Lender to the Swingline Lender; and

          (b) all obligations of the Borrower then due and owing to the Replaced
Lender (other than those (a) specifically described in clause (a) above in
respect of which the assignment purchase price has been, or is concurrently
being, paid, but including all amounts, if any, owing under Section 2.11 or (b)
relating to any Loans and/or Revolving Loan Commitments of the respective
Replaced Lender which will remain outstanding after giving effect to the
respective replacement) shall be paid in full to such Replaced Lender
concurrently with such replacement.

Upon receipt by the Replaced Lender of all amounts required to be paid to it
pursuant to this Section 2.13, the Administrative Agent shall be entitled (but
not obligated) and authorized to execute an Assignment and Assumption Agreement
on behalf of such Replaced Lender, and any such Assignment and Assumption
Agreement so executed by the Administrative Agent and the Replacement Lender
shall be effective for purposes of this Section 2.13 and Section 13.04. Upon the
execution of the respective Assignment and Assumption Agreement, the payment of
amounts referred to in clauses (a) and (b) above, recordation of the assignment
on the Register by the Administrative Agent pursuant to Section 13.15 and, if so
requested by the Replacement Lender, delivery to the Replacement Lender of the
appropriate Note or Notes executed by the Borrower, the Replacement Lender shall
become a Lender hereunder and, unless the respective Replaced Lender continues
to have outstanding a Revolving Loan Commitment hereunder, the Replaced Lender
shall cease to constitute a Lender hereunder, except with respect to
indemnification provisions under this Agreement (including, without limitation,
Sections 2.10,


                                      -70-



2.11, 3.06, 5.04, 12.06, 13.01 and 13.06), which shall survive as to such
Replaced Lender, the RL Percentages of the Lenders shall be automatically
adjusted at such time to give effect to such replacement.

          2.14. Incremental Commitments. (a) So long as the Incremental
Commitment Request Requirements are satisfied at the time of the delivery of the
request referred to below, the Borrower shall have the right, in consultation
and coordination with, Administrative Agent as to all of the matters set forth
below in this Section 2.14, but without requiring the consent of any of the
Lenders, to request at any time and from time to time after the Initial
Borrowing Date and prior to the date which is three months prior to the
Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other
Persons which are Eligible Transferees and which will become Lenders as provided
below) provide Incremental Commitments, it being understood and agreed, however,
that (i) no Lender shall be obligated to provide an Incremental Commitment as a
result of any such request by the Borrower, and until such time, if any, as such
Lender has agreed in its sole discretion to provide an Incremental Commitment
and executed and delivered to the Administrative Agent an Incremental Commitment
Agreement in respect thereof as provided in clause (b) of this Section 2.14,
such Lender shall not be obligated to fund any Revolving Loans or participate in
Swingline Loans or Letters of Credit in excess of its Commitment as in effect
prior to giving effect to such Incremental Commitment provided pursuant to this
Section 2.14, (ii) any Lender (including any Eligible Transferee who will become
a Lender) may so provide an Incremental Commitment without the consent of any
other Lender, (iii) each provision of Incremental Commitments on a given date
pursuant to this Section 2.14 shall be in a minimum aggregate amount (for all
Lenders (including any Eligible Transferee who will become a lender)) of at
least $10,000,000 and in integral multiples of $5,000,000 in excess thereof, and
(iv) the aggregate amount of all Incremental Commitments provided pursuant to
this Section 2.14 shall not exceed the Maximum Incremental Commitment Amount.

          (b) At the time of the provision of Incremental Commitments pursuant
to this Section 2.14, the Borrower, the Administrative Agent and each such
Lender or other Eligible Transferee which agrees to provide an Incremental
Commitment (each, an "Incremental Lender") shall execute and deliver to
Administrative Agent an Incremental Commitment Agreement, with the effectiveness
of such Incremental Lender's Incremental Commitment to occur on the date set
forth in such Incremental Commitment Agreement, which date in any event shall be
no earlier than the date on which (w) all fees required to be paid in connection
therewith at the time of such effectiveness shall have been paid (including,
without limitation, any agreed upon up-front or arrangement fees owing to
Administrative Agent (or any affiliate thereof)), (x) all Incremental Commitment
Requirements are satisfied, (y) all other conditions set forth in this Section
2.14 shall have been satisfied, and (z) all other conditions precedent that may
be set forth in such Incremental Commitment Agreement shall have been satisfied.
Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Incremental Commitment Agreement, and at such time, (i) the Total
Commitment under, and for all purposes of, this Agreement shall be increased by
the aggregate amount of such Incremental Commitments, (ii) Appendix A shall be
deemed modified to reflect the revised Revolving Loan Commitments of the
affected Lenders and (iii) to the extent requested by any Incremental Lender,
Revolving Loan Notes will be issued, at the expense of the Borrower, to such
Incremental Lender in conformity with the requirements of Section 2.05.


                                      -71-



          (c) At the time of any provision of Incremental Commitments pursuant
to this Section 2.14, the Borrower shall, in coordination with Administrative
Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur
additional Revolving Loans from certain other Lenders (including the Incremental
Lenders), in each case to the extent necessary so that all of the Lenders
participate in each outstanding borrowing of Revolving Loans pro rata on the
basis of their respective Revolving Loan Commitments (after giving effect to any
increase in the Total Commitment pursuant to this Section 2.14) and with the
Borrower being obligated to pay to the respective Lenders any costs of the type
referred to in Section 2.10 in connection with any such repayment and/or
incurrence.

          SECTION 3. Letters of Credit.

          3.01. Letters of Credit. (a) Subject to and upon the terms and
conditions set forth herein, a Borrower may request that an Issuing Lender
issue, at any time and from time to time on and after the Initial Borrowing Date
and prior to the fifth Business Day (or the 30th day in the case of trade
Letters of Credit described in clause (y) below (each a "Trade Letter of
Credit")) prior to the Revolving Loan Maturity Date, for the account of the
Borrower and for the benefit of (x) any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Obligations, an
irrevocable standby letter of credit, in a form customarily used by such Issuing
Lender or in such other form as is reasonably acceptable to such Issuing Lender,
and (y) sellers of goods to the Borrower or any of its Subsidiaries, an
irrevocable trade letter of credit, in a form customarily used by such Issuing
Lender or in such other form as has been approved by such Issuing Lender (each
such letter of credit, a "Letter of Credit" and, collectively, the "Letters of
Credit"). All Letters of Credit shall be denominated in Dollars, Euros or
Sterling and shall be issued on a sight basis only.

          (b) Subject to and upon the terms and conditions set forth herein,
each Issuing Lender agrees that it will, at any time and from time to time on
and after the Initial Borrowing Date and prior to the fifth Business Day (or the
30th day in the case of Trade Letter of Credit) prior to the Revolving Loan
Maturity Date, following its receipt of the respective Letter of Credit Request,
issue for account of the Borrower, one or more Letters of Credit in support of
such obligations as are permitted to remain outstanding hereunder without giving
rise to a Default or an Event of Default, provided that no Issuing Lender shall
be under any obligation to issue any Letter of Credit of the types described
above if at the time of such issuance:

          (i) any order, judgment or decree of any Governmental Authority or
     arbitrator shall purport by its terms to enjoin or restrain such Issuing
     Lender from issuing such Letter of Credit or any requirement of law
     applicable to such Issuing Lender or any request or directive (whether or
     not having the force of law) from any Governmental Authority with
     jurisdiction over such Issuing Lender shall prohibit, or request that such
     Issuing Lender refrain from, the issuance of letters of credit generally or
     such Letter of Credit in particular or shall impose upon such Issuing
     Lender with respect to such Letter of Credit any restriction or reserve or
     capital requirement (for which such Issuing Lender is not otherwise
     compensated hereunder) not in effect with respect to such Issuing Lender on
     the date hereof, or any unreimbursed loss, cost or expense which was not
     applicable or in effect with respect to such Issuing Lender as of the date
     hereof and which such Issuing Lender reasonably and in good faith deems
     material to it; or


                                      -72-



          (ii) such Issuing Lender shall have received from the respective
     Borrower, any other Credit Party or the Required Lenders prior to the
     issuance of such Letter of Credit notice of the type described in the
     second sentence of Section 3.03(b).

          (c) Part A of Schedule XIX hereto contains a description of certain
letters of credit issued and outstanding on the Initial Borrowing Date (and
setting forth, with respect to each such letter of credit, (i) the name of the
issuing lender, (ii) the letter of credit number, (iii) the name(s) of the
account party or account parties, (iv) the stated amount (including the currency
in which such letter of credit is denominated, which shall be Dollars or an
Alternative Currency), (v) the name of the beneficiary, (vi) the expiry date and
(vii) whether such letter of credit constitutes a standby letter of credit or a
trade letter of credit). Each such letter of credit, including any extension or
renewal thereof (each, as amended from time to time in accordance with the terms
thereof and hereof, an "Existing Letter of Credit") shall constitute a "Letter
of Credit" for all purposes of this Agreement and issued, for purposes of
Section 3.04(a), on the Initial Borrowing Date. Any Lender hereunder (and any of
such Lender's Affiliates and/or branches) which has issued an Existing Letter of
Credit shall constitute an "Issuing Lender" for all purposes of this Agreement.

          3.02. Maximum Letter of Credit Outstandings; Final Maturities. (a)
Notwithstanding anything to the contrary contained in this Agreement, (i) no
Letter of Credit shall be issued the Stated Amount of which, when added to the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on
the date of, and prior to the issuance of, the respective Letter of Credit) at
such time would exceed either (x) $100,000,000, (y) when added to the sum of (I)
the aggregate principal amount of all Revolving Loans then outstanding and (II)
the aggregate principal amount of all Swingline Loans then outstanding, an
amount equal to the Total Commitment at such time or (z) cause the Aggregate
Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered), and (ii) each Letter of Credit shall by its terms
terminate (x) in the case of standby Letters of Credit, on or before the earlier
of (A) the date which occurs 12 months after the date of the issuance thereof
(although any such standby Letter of Credit may be extendible for successive
periods of up to 12 months, but, in each case, not beyond the fifth Business Day
prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing
Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date;
provided that a standby Letter of Credit issued to support obligations under any
Specified Existing Ship Lease may terminate by its terms on or prior to the
earlier to occur of (1) the date which occurs 24 months after the date of the
issuance thereof and (2) the fifth Business Day preceding the Revolving Loan
Maturity Date, and (y) in the case of trade Letters of Credit, on or before the
earlier of (A) the date which occurs 180 days after the date of issuance thereof
and (B) 30 days prior to the Revolving Loan Maturity Date.

          (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of
Credit shall be issued the Stated Amount of which when added to the Euro
Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the
date of, and prior to the issuance of, the respective Letter of Credit) would
exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated
Letter of Credit shall be issued the Stated Amount of which when added to the
Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid
on the date of, and prior to the issuance of, the respective Letter of Credit)
would exceed the Maximum Sterling Denominated Loan Amount.


                                      -73-



          3.03. Letter of Credit Requests; Minimum Stated Amount. (a) Whenever
the Borrower desires that a Letter of Credit be issued for its account, the
Borrower shall give the Administrative Agent and the respective Issuing Lender
at least three Business Days' (or such shorter period as is acceptable to such
Issuing Lender) written notice thereof (including by way of facsimile) including
without limitation by specifying the Available Currency such Letter of Credit is
to be denominated. Each notice shall be in the form of Exhibit C, appropriately
completed (each, a "Letter of Credit Request").

          (b) The making of each Letter of Credit Request shall be deemed to be
a representation and warranty by the Borrower to the Lenders that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 3.02. Unless the respective Issuing Lender has received notice from
the Borrower, any other Credit Party or the Required Lenders before it issues a
Letter of Credit that one or more of the conditions specified in Section 6 or 7
are not then satisfied, or that the issuance of such Letter of Credit would
violate Section 3.02, then such Issuing Lender shall, subject to the terms and
conditions of this Agreement, issue the requested Letter of Credit for the
account of the Borrower in accordance with such Issuing Lender's usual and
customary practices. Upon the issuance of or modification or amendment to any
standby Letter of Credit, each Issuing Lender shall promptly notify the Borrower
and the Administrative Agent, in writing of such issuance, modification or
amendment and such notice shall be accompanied by a copy of such Letter of
Credit or the respective modification or amendment thereto, as the case may be.
Promptly after receipt of such notice the Administrative Agent shall notify the
Participants, in writing, of such issuance, modification or amendment. On the
first Business Day of each week, each Issuing Lender shall furnish the
Administrative Agent with a written (including via facsimile) report of the
daily aggregate outstandings of trade Letters of Credit issued by such Issuing
Lender for the immediately preceding week. Notwithstanding anything to the
contrary contained in this Agreement, in the event that a Lender Default exists
with respect to a Lender, no Issuing Lender shall be required to issue any
Letter of Credit unless such Issuing Lender has entered into arrangements
satisfactory to it and the Borrower to eliminate such Issuing Lender's risk with
respect to the participation in Letters of Credit by the Defaulting Lender or
Lenders, including by cash collateralizing such Defaulting Lender's or Lenders'
RL Percentage of the Letter of Credit Outstandings.

          (c) The Stated Amount of each Letter of Credit upon issuance shall be
not less than (x) in the case of a Dollar Denominated Letter of Credit,
$250,000, (y) in the case of a Euro Denominated Letter of Credit, E150,000
and (z) in the case of a Sterling Denominated Letter of Credit, L150,000, or in
each case such lesser amount as is reasonably acceptable to the respective
Issuing Lender.

          3.04. Letter of Credit Participations. (a) Immediately upon the
issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall
be deemed to have sold and transferred to each Lender, and each such Lender (in
its capacity under this Section 3.04, a "Participant") shall be deemed
irrevocably and unconditionally to have purchased and received from such Issuing
Lender, without recourse or warranty, an undivided interest and participation,
to the extent of such Participant's RL Percentage, in such Letter of Credit,
each drawing or payment made thereunder and the obligations of the Borrower
under this Agreement with respect thereto, and any security therefor or guaranty
pertaining thereto. Upon any change in the Revolving Loan Commitments or RL
Percentages of the Lenders pursuant to Section 2.13 or


                                      -74-



13.04(b), it is hereby agreed that, with respect to all outstanding Letters of
Credit and Unpaid Drawings relating thereto, there shall be an automatic
adjustment to the participations pursuant to this Section 3.04 to reflect the
new RL Percentages of the assignor and assignee Lender, as the case may be.

          (b) In determining whether to pay under any Letter of Credit, no
Issuing Lender shall have any obligation relative to the other Lenders other
than to confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered and that they appear to substantially
comply on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by an Issuing Lender under or in connection with
any Letter of Credit issued by it shall not create for such Issuing Lender any
resulting liability to the Borrower, any other Credit Party, any Lender or any
other Person unless such action is taken or omitted to be taken with gross
negligence or willful misconduct on the part of such Issuing Lender (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).

          (c) In the event that an Issuing Lender makes any payment under any
Letter of Credit issued by it and the Borrower shall not have reimbursed such
amount in full to such Issuing Lender pursuant to Section 3.05(a), such Issuing
Lender shall promptly notify the Administrative Agent, which shall promptly
notify each Participant of such failure, and each Participant shall promptly and
unconditionally pay to such Issuing Lender the amount of such Participant's RL
Percentage of such unreimbursed payment in the currency of the respective Unpaid
Drawing and in same day funds. If the Administrative Agent so notifies, prior to
12:00 Noon (New York City time) on any Business Day, any Participant required to
fund a payment under a Letter of Credit, such Participant shall make available
to the respective Issuing Lender in Dollars or such other currency, as
applicable, such Participant's RL Percentage of the amount of such payment on
such Business Day in same day funds. If and to the extent such Participant shall
not have so made its RL Percentage of the amount of such payment available to
respective Issuing Lender, such Participant agrees to pay to such Issuing
Lender, forthwith on demand such amount, together with interest thereon, for
each day from such date until the date such amount is paid to such Issuing
Lender at the overnight Federal Funds Rate (or in the case of amounts owed in
Euros, at the Overnight Euro Rate) for the first three days and at the interest
rate applicable to Revolving Loans that are maintained as Base Rate Loans for
each day thereafter. The failure of any Participant to make available to an
Issuing Lender its RL Percentage of any payment under any Letter of Credit
issued by such Issuing Lender shall not relieve any other Participant of its
obligation hereunder to make available to such Issuing Lender its RL Percentage
of any payment under any Letter of Credit on the date required, as specified
above, but no Participant shall be responsible for the failure of any other
Participant to make available to such Issuing Lender such other Participant's RL
Percentage of any such payment.

          (d) Whenever an Issuing Lender receives a payment of a reimbursement
obligation as to which it has received any payments from the Participants
pursuant to clause (c) above, such Issuing Lender shall pay to each such
Participant which has paid its RL Percentage thereof, in Dollars (or in Euros or
Sterling in the case of payments to be made in Euros or Sterling pursuant to
Section 3.04(c)) and in same day funds, an amount equal to such Participant's
share (based upon the proportionate aggregate amount originally funded by such
Participant to the aggregate amount funded by all Participants) of the principal
amount of such


                                      -75-



reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.

          (e) Upon the request of any Participant, each Issuing Lender shall
furnish to such Participant copies of any standby Letter of Credit issued by it
and such other documentation as may reasonably be requested by such Participant.

          (f) The obligations of the Participants to make payments to each
Issuing Lender with respect to Letters of Credit shall be irrevocable and not
subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

          (i) any lack of validity or enforceability of this Agreement or any of
     the other Credit Documents;

          (ii) the existence of any claim, setoff, defense or other right which
     Holdings or any of its Subsidiaries may have at any time against a
     beneficiary named in a Letter of Credit, any transferee of any Letter of
     Credit (or any Person for whom any such transferee may be acting), the
     Administrative Agent, any Participant, or any other Person, whether in
     connection with this Agreement, any Letter of Credit, the transactions
     contemplated herein or any unrelated transactions (including any underlying
     transaction between Holdings or any Subsidiary of Holdings and the
     beneficiary named in any such Letter of Credit);

          (iii) any draft, certificate or any other document presented under any
     Letter of Credit proving to be forged, fraudulent, invalid or insufficient
     in any respect or any statement therein being untrue or inaccurate in any
     respect;

          (iv) the surrender or impairment of any security for the performance
     or observance of any of the terms of any of the Credit Documents; or

          (v) the occurrence of any Default or Event of Default.

          3.05. Agreement to Repay Letter of Credit Drawings. (a) The Borrower
agrees to reimburse each Issuing Lender, by making payment to the Administrative
Agent in immediately available funds at the Payment Office, for any payment or
disbursement made by such Issuing Lender under any Letter of Credit issued by it
(each such amount, so paid until reimbursed by the Borrower, an "Unpaid
Drawing"), by making payment in Dollars (in the case of all Dollar Denominated
Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or
Sterling (in the case of Sterling Denominated Letters of Credit) not later than
one Business Day following receipt by the Borrower of notice of such payment or
disbursement (provided that no such notice shall be required to be given if a
Default or an Event of Default under Section 11.05 shall have occurred and be
continuing, in which case the Unpaid Drawing shall be due and payable
immediately without presentment, demand, protest or notice of any kind (all of
which are hereby waived by the Borrower)), with interest on the amount so paid
or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00
P.M. (New York City time) on the date of such payment or disbursement, from and
including the date paid or


                                      -76-



disbursed to but excluding the date such Issuing Lender was reimbursed by the
Borrower therefor at a rate per annum equal to the Base Rate as in effect from
time to time plus the Applicable Margin as in effect from time to time for
Revolving Loans that are maintained as Base Rate Loans; provided, however, to
the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on
the third Business Day following notice to the Borrower by the Administrative
Agent or the respective Issuing Lender of such payment or disbursement, interest
shall thereafter accrue on the amounts so paid or disbursed by such Issuing
Lender (and until reimbursed by the respective Account Party) at a rate per
annum which shall be (x) in the case of Dollar Denominated Letters of Credit,
Sterling Denominated Letters of Credit, the Base Rate in effect from time to
time plus the Applicable Margin for Revolving Loans in each case maintained as
Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of
Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time
to time plus the Applicable Margin for Euro Denominated Loans as in effect from
time to time plus any Mandatory Costs plus 2%, in each such case, with interest
to be payable on demand, provided further, that it is understood and agreed,
however, that the notices referred to above in this clause (a) and in the
immediately preceding proviso shall not be required to be given if a Default or
an Event of Default under Section 11.05 shall have occurred and be continuing
(in which case the Unpaid Drawings shall be due and payable immediately without
presentment, demand, protest or notice of any kind (all of which are hereby
waived by each Credit Party) and shall bear interest at the rate provided in the
foregoing proviso on and after the third Business Day following the respective
Drawing). The respective Issuing Lender shall give the Borrower prompt notice of
each Drawing under any Letter of Credit, provided that the failure to give, or
any delay in giving, any such notice shall in no way affect, impair or diminish
the Borrower's obligations under this Agreement.

          (b) The obligations of the Borrower under this Section 3.05 to
reimburse each Issuing Lender with respect to drafts, demands and other
presentations for payment under Letters of Credit issued by it (each, a
"Drawing") (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which Holdings or any Subsidiary of Holdings
may have or have had against any Lender (including in its capacity as an Issuing
Lender or as a Participant), including, without limitation, any defense based
upon the failure of any drawing under a Letter of Credit to conform to the terms
of the Letter of Credit or any nonapplication or misapplication by the
beneficiary of the proceeds of such Drawing; provided, however, that the
Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful
payment made by such Issuing Lender under a Letter of Credit issued by it as a
result of acts or omissions constituting willful misconduct or gross negligence
on the part of such Issuing Lender (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

          3.06. Increased Costs. If at any time after the Effective Date, the
introduction of or any change in any applicable law, rule, regulation, order,
guideline or request or in the interpretation or administration thereof by the
NAIC or any Governmental Authority charged with the interpretation or
administration thereof, or compliance by any Issuing Lender or any Participant
with any request or directive by the NAIC or by any such Governmental Authority
(whether or not having the force of law), shall either (i) impose, modify or
make applicable any reserve, deposit, capital adequacy or similar requirement
against letters of credit issued by any Issuing Lender or participated in by any
Participant, or (ii) impose on any Issuing Lender or any


                                      -77-



Participant any other conditions relating, directly or indirectly, to this
Agreement or any Letter of Credit; and the result of any of the foregoing is to
increase the cost to any Issuing Lender or any Participant of issuing,
maintaining or participating in any Letter of Credit, or reduce the amount of
any sum received or receivable by any Issuing Lender or any Participant
hereunder or reduce the rate of return on its capital with respect to Letters of
Credit (except for changes in the rate of tax on, or determined by reference to,
the net income or net profits of such Issuing Lender or such Participant
pursuant to the laws of the jurisdiction in which it is organized or in which
its principal office or applicable lending office is located or any subdivision
thereof or therein), then, upon the delivery of the certificate referred to
below to the Borrower by any Issuing Lender or any Participant (a copy of which
certificate shall be sent by such Issuing Lender or such Participant to the
Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such
Participant such additional amount or amounts as will compensate such Issuing
Lender or such Participant for such increased cost or reduction in the amount
receivable or reduction on the rate of return on its capital. Any Issuing Lender
or any Participant, upon determining that any additional amounts will be payable
to it pursuant to this Section 3.06, will give prompt written notice thereof to
the Borrower, which notice shall include a certificate submitted to the Borrower
by such Issuing Lender or such Participant (a copy of which certificate shall be
sent by such Issuing Lender or such Participant to the Administrative Agent),
setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate such Issuing Lender or such
Participant. The certificate required to be delivered pursuant to this Section
3.06 shall, absent manifest error, be final and conclusive and binding on the
Borrower.

          SECTION 4. Commitment Commission; Fees; Reductions of Commitment.

          4.01. Fees. (a) The Borrower agrees to pay to the Administrative Agent
for distribution to each Non-Defaulting Lender a commitment commission (the
"Commitment Commission") for the period from and including the Effective Date to
and including the Revolving Loan Maturity Date (or such earlier date on which
the Total Commitment has been terminated) computed at a rate per annum equal to
the Applicable Commitment Commission Percentage of the Unutilized Revolving Loan
Commitment of such Non-Defaulting Lender as in effect from time to time. Accrued
Commitment Commission shall be due and payable quarterly in arrears on each
Quarterly Payment Date and on the date upon which the Total Commitment is
terminated.

          (b) The Borrower agrees to pay to the Administrative Agent for
distribution to each Lender (based on each such Lender's respective RL
Percentage) a fee in respect of each Letter of Credit (the "Letter of Credit
Fee") for the period from and including the date of issuance of such Letter of
Credit to and including the date of termination or expiration of such Letter of
Credit, computed at a rate per annum equal to the Applicable Margin as in effect
from time to time during such period with respect to Revolving Loans that are
maintained as Eurodollar Loans on the daily Stated Amount of each such Letter of
Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in
arrears on each Quarterly Payment Date and on the first day on or after the
termination of the Total Commitment upon which no Letters of Credit remain
outstanding.

          (c) The Borrower agrees to pay to each Issuing Lender, for its own
account, a facing fee in respect of each Letter of Credit issued by it (the
"Facing Fee") for the period from


                                      -78-



and including the date of issuance of such Letter of Credit to and including the
date of termination or expiration of such Letter of Credit, computed at a rate
per annum equal to 1/8 of 1% on the daily Stated Amount of such Letter of
Credit, provided that in any event the minimum amount of Facing Fees payable in
any twelve-month period for each Letter of Credit shall be not less than $500,
it being agreed that, on the day of issuance of any Letter of Credit and on each
anniversary thereof prior to the termination or expiration of such Letter of
Credit, if $500 will exceed the amount of Facing Fees that will accrue with
respect to such Letter of Credit for the immediately succeeding twelve-month
period, the full $500 shall be payable on the date of issuance of such Letter of
Credit and on each such anniversary thereof. Except as otherwise provided in the
proviso to the immediately preceding sentence, accrued Facing Fees shall be due
and payable quarterly in arrears on each Quarterly Payment Date and upon the
first day on or after the termination of the Total Commitment upon which no
Letters of Credit remain outstanding.

          (d) The Borrower agrees to pay to each Issuing Lender, for its own
account, upon each payment under, issuance of, or amendment to, any Letter of
Credit issued by it, such amount as shall at the time of such event be the
administrative charge and the reasonable expenses which such Issuing Lender is
generally imposing in connection with such occurrence with respect to letters of
credit.

          (e) The Borrower agrees to pay to the Administrative Agent such fees
as may be agreed to in writing from time to time by Holdings or any of its
Subsidiaries and the Administrative Agent.

          4.02. Voluntary Termination of Unutilized Revolving Loan Commitments.
(a) Upon at least three Business Days' prior written notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), the Borrower shall have the
right, at any time or from time to time, without premium or penalty to terminate
the Total Unutilized Revolving Loan Commitment in whole, or reduce it in part,
pursuant to this Section 4.02(a), in an integral multiple of $5,000,000 in the
case of partial reductions to the Total Unutilized Revolving Loan Commitment,
provided that each such reduction shall apply proportionately to permanently
reduce the Revolving Loan Commitment of each Lender.

          (b) In the event of certain refusals by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower shall have the right, subject
to obtaining the consents required by Section 13.12(b), upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders),
to terminate the entire Revolving Loan Commitment of such Lender, so long as all
Loans, together with accrued and unpaid interest, Fees and all other amounts,
owing to such Lender (including all amounts, if any, owing pursuant to Section
2.11 are repaid concurrently with the effectiveness of such termination (at
which time Schedule I shall be deemed modified to reflect such changed amounts)
and such Lender's RL Percentage of all outstanding Letters of Credit is cash
collateralized in a manner satisfactory to the Administrative Agent and the
respective Issuing Lenders, and at such time, such Lender shall no longer
constitute a "Lender" for purposes of this


                                      -79-



Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, Sections 2.10, 2.11, 3.06, 5.04, 12.06, 13.01
and 13.06), which shall survive as to such repaid Lender.

          4.03. Mandatory Reduction of Commitments. (a) The Total Commitment
(and the Revolving Loan Commitment of each Lender) shall terminate in its
entirety on April 30, 2006, unless the Initial Borrowing Date has occurred on or
prior to such date.

          (b) In addition to any other mandatory commitment reductions pursuant
to this Section 4.03, the Total Commitment shall terminate in its entirety upon
the earlier of (i) the Revolving Loan Maturity Date and (ii) unless the Required
Lenders otherwise agree in writing, the date on which a Change of Control
occurs.

          (c) Each reduction to, or termination of, the Total Commitment
pursuant to this Section 4.03 shall be applied to proportionately reduce or
terminate, as the case may be, the Revolving Loan Commitment of each Lender with
a Revolving Loan Commitment.

          SECTION 5. Prepayments; Payments; Taxes.

          5.01. Voluntary Prepayments. (a) The Borrower shall have the right to
prepay the Loans, without premium or penalty, in whole or in part at any time
and from time to time on the following terms and conditions: (i) the Borrower
shall give the Administrative Agent prior to 12:00 Noon (New York City time) at
the Notice Office (x) at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay Base
Rate Loans (or same day notice in the case of a prepayment of Swingline Loans)
and (y) at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which
notice (in each case) shall specify whether Revolving Loans or Swingline Loans
shall be prepaid, the amount of such prepayment and the Types of Loans to be
prepaid and, in the case of Euro Rate Loans, the specific Borrowing or
Borrowings pursuant to which such Euro Rate Loans were made, and which notice
the Administrative Agent shall, except in the case of a prepayment of Swingline
Loans, promptly transmit to each of the Lenders; (ii) (x) each partial
prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an
aggregate principal amount of at least $5,000,000 (or such lesser amount as is
acceptable to the Administrative Agent) and (z) each partial prepayment of
Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate
principal amount of at least $1,000,000 (or such lesser amount as is acceptable
to the Administrative Agent in any given case), provided that if any partial
prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the
outstanding principal amount of Euro Rate Loans made pursuant to such Borrowing
to an amount less than the Minimum Borrowing Amount applicable thereto, then
such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same
shall automatically be converted into a Borrowing of Base Rate Loans) and any
election of an Interest Period with respect thereto given by the Borrower or
Borrower shall have no force or effect; (iii) each prepayment pursuant to this
Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be
applied pro rata among such Loans, provided that at the Borrower's election in
connection with any prepayment of Revolving Loans pursuant to this Section
5.01(a), such prepayment shall not, so long as no Default or Event of Default
then exists, be applied to any Revolving Loan of a Defaulting Lender;


                                      -80-



          (b) In the event of certain refusals by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, upon three Business
Days' prior written notice to the Administrative Agent at the Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Lenders), repay all Loans of such Lender (including all amounts, if any, owing
pursuant to Section 2.11), together with accrued and unpaid interest, Fees and
all other amounts then owing to such Lender in accordance with, and subject to
the requirements of, said Section 13.12(b), so long as (A) in the case of the
repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the
Revolving Loan Commitment of such Lender is terminated concurrently with such
repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed
modified to reflect the changed Revolving Loan Commitments) and (y) such
Lender's RL Percentage of all outstanding Letters of Credit is cash
collateralized in a manner satisfactory to the Administrative Agent and the
respective Issuing Lenders and (B) the consents, if any, required by Section
13.12(b) in connection with the repayment pursuant to this clause (b) shall have
been obtained.

          5.02. Mandatory Repayments and Commitment Reductions. (a) (i) On any
day on which the (other than during an Agent Advance Period) Aggregate Exposure
exceeds the lesser of (x) the Total Commitment at such time and (y) the
Borrowing Base at such time (based on the Borrowing Base Certificate last
delivered), the Borrower shall prepay on such day the principal of Swingline
Loans and, after all Swingline Loans have been repaid in full or if no Swingline
Loans are outstanding, Revolving Loans in an amount equal to such excess. If,
after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate amount of the Letter of Credit Outstandings
exceeds the lesser of (A) the Total Commitment at such time, and (B) the
Borrowing Base at such time (based on the Borrowing Base Certificate (as
delivered)), the Borrower shall pay to the Administrative Agent at the Payment
Office on such day an amount of cash and/or Cash Equivalents equal to the amount
of such excess (up to a maximum amount equal to the Letter of Credit
Outstandings at such time), such cash and/or Cash Equivalents to be held as
security for all Obligations of the Borrower to the Issuing Lenders and the
Lenders hereunder in a cash collateral account to be established by the
Administrative Agent.

          (ii) On any day on which the Dollar Equivalent of the aggregate
outstanding principal amount of all Euro Denominated Obligations exceeds the
Maximum Euro Denominated Loan Amount, the Borrower shall prepay on such day the
principal of outstanding Euro Denominated Loans in an amount (taking the Dollar
Equivalent of the amounts paid in the respective currency in which payments on
such Euro Denominated Loans are owing) equal to such excess. If, after giving
effect to the prepayment of all outstanding Euro Denominated Loans, the
aggregate amount of the Letter of Credit Outstandings of Euro Letters of Credit
exceeds the Maximum Euro Denominated Loan Amount, the Borrower shall pay to the
Administrative Agent at the Payment Office on such day an amount of cash and/or
Cash Equivalents equal to the amount of such excess (up to a maximum amount
equal to the Letter of Credit Outstandings at such time), such cash and/or Cash
Equivalents to be held as security for all Obligations of the Borrower to the
Issuing Lenders and the Lenders hereunder in a cash collateral account to be
established by the Administrative Agent.


                                      -81-



          (iii) On any day on which the Dollar Equivalent of the aggregate
outstanding principal amount of all Sterling Denominated Loans exceeds the
Maximum Sterling Denominated Loan Amount, the Borrower shall prepay on such day
the principal of outstanding Sterling Denominated Loans in an amount (taking the
Dollar Equivalent of the amounts paid in the respective currency in which
payments on such Sterling Denominated Loans are owing) equal to such excess. If,
after giving effect to the prepayment of all outstanding Sterling Denominated
Loans, the aggregate amount of the Letter of Credit Outstandings of Sterling
Letters of Credit exceeds the Maximum Sterling Denominated Loan Amount, the
Borrower shall pay to the Administrative Agent at the Payment Office on such day
an amount of cash and/or Cash Equivalents equal to the amount of such excess (up
to a maximum amount equal to the Letter of Credit Outstandings at such time),
such cash and/or Cash Equivalents to be held as security for all Obligations of
the Borrower to the Issuing Lenders and the Lenders hereunder in a cash
collateral account to be established by the Administrative Agent.

          (b) In addition to any other mandatory repayments pursuant to this
Section 5.02, on each date upon which Holdings or any of the its Subsidiaries
receives Net Sale Proceeds from any Asset Sale (other than the California
Disposition, to the extent the Net Sale Proceeds therefrom received by a
Subsidiary of the Borrower (exclusive of any portion thereof which is
distributed to a minority shareholder of such Subsidiary in accordance with the
requirements of Section 10.06) are promptly on-loaned to an Affiliate of the
Borrower in accordance with the requirements of Section 10.05 and 10.07), an
amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be
applied as a mandatory repayment and/or commitment reduction in accordance with
the requirements of Section 5.02(f); provided that (I) Net Sale Proceeds from
any Asset Sale (other than (x) Net Sale Proceeds from any Contemplated Asset
Sale consummated in accordance with the requirements of Section 10.02(xviii),
(y) any Net Sale Proceeds from the sale of any Principal Property pursuant to
Section 10.02(xix) and (z) Net Sale Proceeds from the sale or other disposition
of the Equity Interests of the Unrestricted Wellbeing Joint Venture pledged
pursuant to the Pledge Agreement) shall not give rise to a mandatory repayment
and/or commitment reduction on such date as otherwise required above, so long as
no Specified Default and no Event of Default exists at the time such Net Sale
Proceeds are received and an Authorized Officer of Holdings or the Borrower has
delivered a certificate to the Administrative Agent on or prior to such date
stating that such Net Sale Proceeds shall be used (or contractually committed to
be used) to purchase capital assets used or to be used in a Permitted Business
(other than inventory) within 360 days following the date of receipt of such Net
Sale Proceeds from such Asset Sale (which certificate shall set forth (in
reasonable detail) the estimates of the proceeds to be so expended) and (II) Net
Sale Proceeds from one (but not more than one) sale of a Principal Property
consummated after the Effective Date in reliance on Section 10.02(xix) and
notified in writing to the Administrative Agent shall not give rise to a
mandatory repayment and/or commitment reduction on such date as otherwise
required above, so long as no Specified Default and no Event of Default exists
at the time such Net Sale Proceeds are received and an Authorized Officer of
Holdings or the Borrower has delivered a certificate to the Administrative Agent
on or prior to such date stating that such Net Sale Proceeds shall be used (or
contractually committed to be used) to purchase, construct and/or make
investments in a new Principal Property (or assets and properties that upon
completion of such purchase, construction and/or investments will become a
Principal Property) within 360 days following the date of receipt of such Net
Sale Proceeds from such sale of such Principal Property (which certificate shall
set forth the estimates of the proceeds to be so


                                      -82-



expended); provided, however, that (I) if all or any portion of such Net Sale
Proceeds are not so used within such 360-day period (or contractually committed
within such period to be used), such remaining portion shall be applied on the
last day of such period as a mandatory repayment as provided above (without
giving effect to the immediately preceding proviso) and (II) if all or any
portion of such Net Sale Proceeds are not required to be applied on the last day
of such 360-day period referred to in clause (I) of this proviso because such
amount is contractually committed within such period to be used and then either
(A) subsequent to such date such contract is terminated or expires without such
portion being so used or (B) such contractually committed portion is not so used
within six months after the last day of such 360-day period referred to in
clause (I) of this proviso, such remaining portion, in the case of either of the
preceding clauses (A) or (B), shall be applied as a mandatory repayment as
provided above (without giving effect to the immediately preceding proviso).
Notwithstanding anything to the contrary contained in this Section 5.02(b), (x)
if any Permitted Senior Notes Document (after the execution and delivery
thereof), any Permitted Refinancing Senior Notes Document (after the execution
and delivery thereof), the Intermediate Holdings Credit Documents or the
Existing Senior Notes Documents permit a lesser amount to be retained or
reinvested, or have a shorter reinvestment period, than is provided above with
respect to any Asset Sales, then such lesser permitted retained or reinvestment
amount, and/or shorter reinvestment period, as the case may be, shall be
applicable for purposes of this Section 5.02(b) so long as such Permitted Senior
Notes, Permitted Refinancing Senior Notes, Intermediate Holdco Indebtedness or
Existing Senior Notes, as the case may be, remain outstanding, and (y) in no
event shall Holdings or any of its Subsidiaries use any proceeds from any Asset
Sale to make any voluntary or mandatory repayment or prepayment of Permitted
Senior Notes, Permitted Refinancing Senior Notes, Holdings Senior Notes,
Intermediate Holdco Indebtedness or Existing Senior Notes and, before any such
obligation to use such proceeds to make such repayment shall arise, Holdings or
the respective Subsidiary shall reinvest the respective amounts as permitted
above in this Section 5.02(b) or apply such proceeds as a mandatory prepayment
in accordance with requirements of Section 5.02(f).

          (c) In addition to any other mandatory repayments pursuant to this
Section 5.02, on each date on or after the Initial Borrowing Date on which
Holdings or any of its Subsidiaries receives any cash proceeds from any
incurrence of Indebtedness (other than Indebtedness permitted to be incurred
pursuant to Section 10.04 as in effect on the Initial Borrowing Date), an amount
equal to 100% of the Net Cash Proceeds of the respective incurrence of
Indebtedness shall be applied as a mandatory repayment in accordance with the
requirements of Section 5.02(f).

          (d) In addition to any other mandatory repayments pursuant to this
Section 5.02, within 10 days following each date on or after the Initial
Borrowing Date on which Holdings or any of its Subsidiaries receives any
proceeds from any Recovery Event (other than proceeds from Recovery Events in an
amount less than $5,000,000 per Recovery Event), an amount equal to 100% of the
proceeds of such Recovery Event (net of reasonable costs (including, without
limitation, legal costs and expenses) and taxes incurred in connection with such
Recovery Event and the amount of such proceeds required to be used to repay any
Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement)
which is secured by the respective assets subject to such Recovery Event) shall
be applied as a mandatory repayment and/or commitment reduction in accordance
with the requirements of Section 5.02(f);


                                      -83-



provided that so long as no Specified Default and no Event of Default then
exists, such proceeds shall not be required to be so applied on such date to the
extent that an Authorized Officer of Holdings or the Borrower has delivered a
certificate to the Administrative Agent on or prior to such date stating that
such proceeds shall be used (or contractually committed to be used) within 360
days following the date of receipt of such proceeds from such Recovery Event to
replace or restore any properties or assets in respect of which such proceeds
were paid (which certificate shall set forth the estimates of the proceeds to be
so expended), and provided further, that (I) if all or any portion of such
proceeds are not so used (or contractually committed to be used) within such
360-day period, such remaining portion shall be applied as a mandatory repayment
and/or commitment reduction as provided above (without giving effect to the
immediately preceding proviso) and (II) if all or any portion of such proceeds
are not required to be applied on the last day of such 360-day period referred
to in clause (I) of this proviso because such amount is contractually committed
to be used and then either (A) subsequent to such date such contract is
terminated or expires without such portion being so used or (B) such
contractually committed portion is not so used within six months after the last
day of such 360-day period referred to in clause (I) of this proviso, such
remaining portion, in the case of either of the preceding clauses (A) or (B),
shall be applied as a mandatory repayment and/or commitment reduction as
provided above (without giving effect to the immediately preceding proviso).

          (e) In addition to any other mandatory repayments pursuant to this
Section 5.02, on each Excess Cash Payment Date, an amount equal to the remainder
(if positive) of (x) the Applicable Prepayment Percentage of the Excess Cash
Flow for the relevant Excess Cash Flow Payment Period minus (y) the aggregate
amount of principal repayments of Term Loans (and Original Loans to the extent
(and only to the extent) that such repayments were made with internally
generated funds as a voluntary prepayment pursuant to Section 4.01 of the Term
Credit Agreement (or the Original Credit Agreement, as applicable) during the
relevant Excess Cash Flow Payment Period, shall be applied as a mandatory
repayment and/or commitment reduction in accordance with the requirements of
Section 5.02(f).

          (f) Each amount required to be applied pursuant to Sections 5.02(b),
(c), (d), and (e) in accordance with this Section 5.02(f) shall be applied
first, to repay outstanding Term Loans under the Term Credit Agreement to the
extent required thereunder, second, to cash collateralize the Pre-Funded L/Cs,
third to repay Swingline Loans, and fourth to repay Revolving Loans in each case
without any reduction in the Revolving Loan Commitment.

          (g) With respect to each repayment of Loans required by this Section
5.02, the Borrower may designate the Types of Loans of the respective Tranche
which are to be repaid and, in the case of Euro Rate Loans, the specific
Borrowing or Borrowings of the respective Tranche pursuant to which such
Eurodollar Loans were made, provided that: (i) repayments of Euro Rate Loans
pursuant to this Section 5.02 may only be made on the last day of an Interest
Period applicable thereto unless all Euro Rate Loans of the respective Tranche
with Interest Periods ending on such date of required repayment and all Base
Rate Loans of the respective Tranche have been paid in full; (ii) if any
repayment of Euro Rate Loans made pursuant to a single Borrowing shall reduce
the outstanding Euro Rate Loans made pursuant to such Borrowing to an amount
less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall
be automatically converted into a Borrowing of Base Rate Loans; and (iii) each
repayment of any Loans made pursuant to a Borrowing shall be applied pro rata
among such


                                      -84-



Loans. In the absence of a designation by the Borrower as described in the
preceding sentence, the Administrative Agent shall, subject to the above, make
such designation in its sole discretion.

          (h) In addition to any other mandatory repayments pursuant to this
Section 5.02, (i) all then outstanding Loans of a respective Tranche shall be
repaid in full on the respective Maturity Date for such Tranche of Loans, and
(ii) unless the Required Lenders otherwise agree in writing, all then
outstanding Loans shall be repaid in full on the date on which a Change of
Control occurs.

          (i) In addition to any other mandatory repayments pursuant to this
Section 5.02, each Swingline Loan will be repaid (for the avoidance of doubt,
such repayment may be made with proceeds from Revolving Loans) no later than the
seventh day following the incurrence thereof; provided that, if the seventh day
is not a Business Day, the next Business Day.

          5.03. Method and Place of Payment; Payments and Computations;
Maintenance of Accounts; Statement of Accounts. (a) Except as otherwise
specifically provided herein, all payments under this Agreement and under any
Note shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (New York time) on the date
when due and shall be made (x) in Dollars in immediately available funds at the
Payment Office of the Administrative Agent in respect of any obligation of the
Borrower under this Agreement except as otherwise provided in the immediately
following clauses (y) and (z), (y) Euros in immediately available funds at the
Payment Office of the Administrative Agent, if such payment is made in respect
of principal of or interest on Euro Denominated Loans and (z) Sterling in
immediately available funds at the Payment Office of the Administrative Agent,
if such payment is made in respect of principal of or interest on Sterling
Denominated Loans. Nothing in the succeeding clauses of this Section 5.03 shall
affect or alter the Borrower's obligations to the Administrative Agent, the
Collateral Agent, the Issuing Lenders and the Lenders with respect to all
payments otherwise required to be made by the Borrower in accordance with the
terms of this Agreement and the other Credit Documents. Whenever any payment to
be made hereunder or under any Note shall be stated to be due on a day which is
not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
shall be payable at the applicable rate during such extension.

          (b) Each of the Borrower and its Domestic Subsidiaries shall, along
with the Collateral Agent and certain financial institutions selected by the
Borrower and acceptable to the Administrative Agent (the "Collection Banks"),
enter into on or prior to the Effective Date (or such later date as provided in
Section 13.19) and thereafter maintain separate Cash Management Control
Agreements. The Borrower and each of its Domestic Subsidiaries shall instruct
all Account Debtors of the Borrower and such Domestic Subsidiaries to remit all
payments to the applicable "P.O. Boxes" or "Lockbox Addresses" of the applicable
Collection Bank with respect to all Accounts of such Account Debtor, which
remittances shall be collected by the applicable Collection Bank and deposited
in the applicable Collection Account. All amounts received by the Borrower, any
of its Domestic Subsidiaries and any Collection Bank in respect of any Account,
in addition to all other cash received from any other source, shall upon receipt
be deposited into a Collection Account or directly into the Core Concentration
Account.


                                      -85-



          (c) The Borrower and its respective Domestic Subsidiaries shall, along
with the Collateral Agent and each of those banks in which the Deposit Accounts
(other than Excluded Deposit Accounts but including all Collection Accounts and
the Core Concentration Account) are maintained, enter into on or prior to the
Effective Date (or such later date as provided in Section 13.19) and thereafter
maintain separate Cash Management Control Agreements.

          (d) Upon the terms and subject to the conditions set forth in the Cash
Management Control Agreements, all collected amounts held in all of the
Collection Accounts, with respect to the Borrower and its Domestic Subsidiaries
shall be wired by the close of business on each Business Day into an account
(the "Core Concentration Account"). Except as, and to the extent, all of the
Collection Accounts shall be "zero" balance accounts. So long as no Event of
Default or Compliance Period then exists, the Borrower and its Domestic
Subsidiaries shall be permitted to transfer cash from the Core Concentration
Account to the Excluded Deposit Accounts to be used for working capital and
general corporate purposes, all subject to the requirements of this Section
5.03(d) and pursuant to procedures and arrangements to be determined by the
Administrative Agent. If an Event of Default or Compliance Period exists, all
collected amounts held in the Core Concentration Account shall be applied as
provided in Section 5.03(e).

          (e) During the continuance of a Compliance Period, all collected
amounts held in the Core Concentration Account shall be distributed and applied
on a daily basis in the following order (in each case, to the extent the
Administrative Agent has actual knowledge of the amounts owing or outstanding as
described below and any applications otherwise described in following clauses
(x) and (y), and after giving effect to the application of any such amounts (x)
otherwise required to be applied pursuant to Sections 5.02(b), (c), (d), (e),
(f) or (g) or (y) constituting proceeds from any Collateral otherwise required
to be applied pursuant to the terms of the respective Security Document): (1)
first, to the payment (on a ratable basis) of any outstanding Expenses actually
due and payable to the Administrative Agent and/or the Collateral Agent under
any of the Credit Documents and to repay or prepay outstanding Swingline Loans
and Revolving Loans advanced by the Administrative Agent on behalf of the
Lenders pursuant to Sections 2.01(e) and 2.04(b); (2) second, to the extent all
amounts referred to in preceding clause (1) have been paid in full, to pay (on a
ratable basis) all outstanding Expenses actually due and payable to each Issuing
Lender under any of the Credit Documents and to repay all outstanding Unpaid
Drawings and all interest thereon; (3) third, to the extent all amounts referred
to in preceding clauses (1) and (2) have been paid in full, to pay (on a ratable
basis) all accrued and unpaid interest actually due and payable on the Revolving
Loans and all accrued and unpaid Fees actually due and payable to the
Administrative Agent, the Issuing Lenders and the Lenders under any of the
Credit Documents; (4) fourth, to the extent all amounts referred to in preceding
clauses (1) through (3), inclusive, have been paid in full, to repay (on a
ratable basis) the outstanding principal of Revolving Loans (whether or not then
due and payable), and (5) fifth, to the extent all amounts referred to in
preceding clauses (1) through (4), inclusive, have been paid in full, to pay (on
a ratable basis) all other outstanding Obligations then due and payable to the
Administrative Agent, the Collateral Agent and the Lenders under any of the
Credit Documents.

          (f) Without limiting the provisions set forth in Section 13.15, the
Administrative Agent shall maintain an account on its books in the name of the
Borrower


                                      -86-



(collectively, the "Credit Account") in which the Borrower will be charged with
all loans and advances made by the Lenders to the Borrower for the Borrower's
account, including the Loans, the Letter of Credit Outstandings, and the Fees,
Expenses and any other Obligations relating thereto. The Borrower will be
credited, in accordance with this Section 5.03, with all amounts received by the
Lenders from the Borrower or from others for its account, including, as set
forth above, all amounts received by the Administrative Agent and applied to the
Obligations. In no event shall prior recourse to any Accounts or other
Collateral be a prerequisite to the Administrative Agent's right to demand
payment of any Obligation upon its maturity. Further, the Administrative Agent
shall have no obligation whatsoever to perform in any respect any of the
Borrower's or any of its Subsidiaries' contracts or obligations relating to the
Accounts.

          (g) After the end of each month, the Administrative Agent shall send
the Borrower and each Lender a statement accounting for the charges, loans,
advances and other transactions occurring among and between the Administrative
Agent, the Lenders, the Issuing Lenders and the Borrower during that month. The
monthly statements shall, absent manifest error, be final, conclusive and
binding on the Borrower and the Lenders.

          5.04. Net Payments. (a) All payments made by the Borrower hereunder
and under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 5.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political sub-division or
taxing authority thereof or therein with respect to such payments (but
excluding, except as provided in the second succeeding sentence, any tax imposed
on or measured by the net income or net profits of a Lender pursuant to the laws
of the jurisdiction in which it is organized or the jurisdiction in which the
principal office or applicable lending office of such Lender is located or any
subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect to such non-excluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under this Agreement or
under any Note, after withholding or deduction for or on account of any Taxes,
will not be less than the amount provided for herein or in such Note. If any
amounts are payable in respect of Taxes pursuant to the preceding sentence, the
Borrower agrees to reimburse each Lender, upon the written request of such
Lender, for taxes imposed on or measured by the net income or net profits of
such Lender pursuant to the laws of the jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such
Lender is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which such Lender is organized or in which
the principal office or applicable lending office of such Lender is located and
for any withholding of taxes as such Lender shall determine are payable by, or
withheld from, such Lender, in respect of such amounts so paid to or on behalf
of such Lender pursuant to the preceding sentence and in respect of any amounts
paid to or on behalf of such Lender pursuant to this sentence. The Borrower will
furnish to the Administrative Agent within 45 days after the date the payment of
any Taxes is due pursuant to applicable law certified copies of tax receipts
evidencing such payment by the Borrower. The Borrower agrees to indemnify and
hold


                                      -87-



harmless each Lender, and reimburse such Lender upon its written request, for
the amount of any Taxes so levied or imposed and paid by such Lender.

          (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
agrees to deliver to the Borrower and the Administrative Agent on or prior to
the Effective Date or, in the case of a Lender that is an assignee or transferee
of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless
the respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Lender, (i) two accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or successor forms) certifying to such Lender's
entitlement as of such date to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x)
a certificate substantially in the form of Exhibit D (any such certificate, a
"Section 5.04(b)(ii) Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN (with respect to the
portfolio interest exemption) (or successor form) certifying to such Lender's
entitlement as of such date to a complete exemption from United States
withholding tax with respect to payments of interest to be made under this
Agreement and under any Note. In addition, each Lender agrees that from time to
time after the Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, such Lender will deliver to the Borrower and the Administrative Agent
two new accurate and complete original signed copies of Internal Revenue Service
Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax
treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a
Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note, or such Lender shall
immediately notify the Borrower and the Administrative Agent of its inability to
deliver any such Form or Certificate, in which case such Lender shall not be
required to deliver any such Form or Certificate pursuant to this Section
5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a),
but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
Fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes to the extent that such Lender
has not provided to the Borrower U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (y) the
Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments
to be made to a Lender in respect of income or similar taxes imposed by the
United States if (I) such Lender has not provided to the Borrower the Internal
Revenue Service Forms required to be provided to the Borrower pursuant to this
Section 5.04(b) or (II) in the case of a payment, other than interest, to a
Lender described in clause (ii) above, to the extent that such forms do not
establish a complete exemption from withholding of such taxes.


                                      -88-



Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the
Borrower agrees to pay any additional amounts and to indemnify each Lender in
the manner set forth in Section 5.04(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes that are effective after the Effective Date in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in
the interpretation thereof, relating to the deducting or withholding of such
Taxes.

          SECTION 6. Conditions Precedent to Credit Events on the Initial
Borrowing Date. The obligation of each Lender to make Loans, and the obligation
of each Issuing Lender to issue Letters of Credit (including any Existing Letter
of Credit deemed issued on the Effective Date as contemplated by Section
3.01(c)), on the Initial Borrowing Date, is subject at the time of the making of
such Loans or the issuance of such Letters of Credit to the satisfaction of the
following conditions:

          6.01. Effective Date; Notes. On or prior to the Initial Borrowing
Date, (i) the Effective Date shall have occurred as provided in Section 13.10
and (ii) there shall have been delivered to the Administrative Agent for the
account of each of the Lenders that has requested same the appropriate Revolving
Note executed by the Borrower and, if requested by the Swingline Lender, the
Swingline Note executed by the Borrower, in each case in the amount, maturity
and as otherwise provided herein.

          6.02. Officer's Certificate. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate, dated the Initial
Borrowing Date and signed on behalf of the Borrower by the Chairman of the
Board, the Chief Executive Officer, the President or any Vice President of the
Borrower, certifying on behalf of the Borrower that all of the conditions in
Sections 6.06 through 6.09, inclusive, and 7.01 have been satisfied on such
date.

          6.03. Opinions of Counsel. On the Initial Borrowing Date, the
Administrative Agent shall have received (i) from Paul, Hastings, Janofsky &
Walker LLP, special counsel to the Credit Parties, an opinion addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Initial Borrowing Date covering the matters set forth in Exhibit E and such
other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request and (ii) from local counsel in each
state in which a Mortgaged Property is located, an opinion in form and substance
reasonably satisfactory to the Collateral Agent addressed to the Collateral
Agent in its capacity as such, and each of the Lenders, dated the Initial
Borrowing Date and covering such matters incident to the transactions
contemplated herein as the Collateral Agent may reasonably request including but
not limited to the enforceability of each Mortgage.

          6.04. Company Documents; Proceedings; etc. (a) On the Initial
Borrowing Date, the Administrative Agent shall have received a certificate from
each Credit Party, dated the Initial Borrowing Date, signed by the Chairman of
the Board, the Chief Executive Officer, the President or any Vice President of
such Credit Party, and attested to by the Secretary or any Assistant Secretary
of such Credit Party, in the form of Exhibit F with appropriate insertions,
certifying that copies of the certificate or articles of incorporation and
by-laws (or other


                                      -89-



equivalent organizational documents) filed with the SEC are true and correct, as
applicable, of such Credit Party and the resolutions of such Credit Party
referred to in such certificate, and each of the foregoing shall be in form and
substance reasonably acceptable to the Administrative Agent.

          (b) On the Initial Borrowing Date, all company and legal proceedings
and all instruments and agreements in connection with the transactions
contemplated by this Agreement and the other Documents shall be reasonably
satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received all information and copies of all
documents and papers, including records of company proceedings, governmental
approvals, good standing certificates and bring-down telegrams or facsimiles, if
any, which the Administrative Agent reasonably may have requested in connection
therewith, such documents and papers where appropriate to be certified by proper
company or Governmental Authorities.

          (c) On the Initial Borrowing Date and after giving effect to the
Transaction, the capital structure (including, without limitation, the terms of
any capital stock, options, warrants or other securities issued by Holdings and
its Subsidiaries) and management of Holdings, the Borrower and their respective
Subsidiaries shall be in form and substance reasonably satisfactory to the
Agents.

          6.05. Shareholders' Agreements; Management Agreements; Existing
Indebtedness Agreements; and Tax Allocation Agreements. (a) On or prior to the
Initial Borrowing Date, there shall have been made available to the
Administrative Agent by the Borrower true and correct copies of the following
documents as same will be in effect on the Initial Borrowing Date after the
consummation of the Transaction, certified as such by the Borrower (in the case
of the agreements referred to in clause (i), (ii) and (iv) below):

          (i) all written agreements (including, without limitation,
     shareholders' agreements, subscription agreements and registration rights
     agreements) entered into by Holdings or any of its Subsidiaries governing
     the terms and relative rights of its capital stock or other Equity
     Interests and any agreements entered into by shareholders relating to any
     such entity with respect to its capital stock or other Equity Interests
     (collectively, the "Shareholders' Agreements");

          (ii) all material written agreements (including employment agreements
     but limited to those of executive management and division presidents)
     entered into by Holdings or any of its Subsidiaries with respect to the
     management of Holdings or any of its Subsidiaries after giving effect to
     the Transaction (including consulting agreements and other management
     advisory agreements) (collectively, the "Management Agreements");

          (iii) all agreements evidencing or relating to any material Existing
     Indebtedness of Holdings or any of its Subsidiaries (collectively, the
     "Existing Indebtedness Agreements"); and

          (iv) any tax sharing or tax allocation agreements entered into by
     Holdings or any of its Subsidiaries (collectively, the "Tax Allocation
     Agreements");


                                      -90-



all of which Shareholders' Agreements, Management Agreements, Existing
Indebtedness Agreements and Tax Allocation Agreements shall be in form and
substance reasonably satisfactory to the Agents and shall be in full force and
effect on the Initial Borrowing Date.

          6.06. Outstanding Indebtedness and Preferred Equity. On the Initial
Borrowing Date and after giving effect to the consummation of the Transaction
(including the Intermediate Holdco Prepayment Consummation as if the same had
occurred on such date), Holdings and its Subsidiaries shall have no outstanding
Preferred Equity or Indebtedness, except for (i) Indebtedness pursuant to or in
respect of the Credit Documents, (ii) Indebtedness pursuant to or in respect of
the Existing Senior Notes Documents in an aggregate outstanding principal amount
not to exceed $1,125,000,000, (iii) intercompany Indebtedness incurred by the
Bermuda Company pursuant to the Intercompany Distribution Transactions, (iv)
Intercompany Scheduled Existing Indebtedness (it being understood and agreed
that, for the purposes of this Section 6.06, such Intercompany Scheduled
Existing Indebtedness shall be determined as of February 25, 2006) (v) existing
Indebtedness of the Borrower and its Subsidiaries of the type described in
clauses (viii), (xiii) and (xviii) of Section 10.04(b) in an aggregate principal
amount not to exceed the principal amount of such Indebtedness permitted by such
Section 10.04, (vi) Synthetic Lease obligations arising under the lease entered
into in connection with the Sale-Leaseback Transaction, (vii) Indebtedness
pursuant to the Existing Credit Agreement and (viii) such other existing
indebtedness of Holdings and its Subsidiaries, if any, as shall be permitted by
the Administrative Agent and Required Lenders to remain outstanding (all of
which Indebtedness described in this clause (viii) (other than immaterial
Contingent Obligations of Subsidiaries of the Borrower that represent guaranties
of obligations other than Indebtedness) shall be required to be specifically
listed as Third Party Scheduled Existing Indebtedness on Part A of Schedule IV);
for the avoidance of doubt, preceding clauses (iv), (v), (vi) and (viii) shall
in no event include any Indebtedness under, or with respect to, the HQ Lease
Agreements (as defined in the Original U.S. Security Agreement (as defined in
the Term Credit Agreement)), which Indebtedness has been paid in full (and
related commitments with respect thereto terminated) prior to the Effective
Date. On and as of the Initial Borrowing Date, all Indebtedness described in the
immediately preceding sentence shall remain outstanding after giving effect to
the Transaction and the other transactions contemplated hereby without any
breach, required repayment, required offer to purchase, default, event of
default or termination rights existing thereunder or arising as a result of the
Transaction and the other transactions contemplated hereby and there shall not
be any amendments or modifications to the Existing Indebtedness Agreements
(other than as requested or approved by the Agents and the Required Lenders). On
and as of the Initial Borrowing Date, the Agents and the Required Lenders shall
be satisfied with the amount of and the terms and conditions of all Indebtedness
described above in this Section 6.06.

          6.07. Refinancing; Original Credit Agreement; etc. (a) On the Initial
Borrowing Date (and concurrently with the Credit Events occurring on such date),
Intermediate Holdco shall have (i) prepaid all of the outstanding Intermediate
Holdco Indebtedness (other than indemnities not then due and payable)
(including, without limitation, the call or other premiums payable in connection
therewith and all accrued and unpaid interest thereon up to and including the
Intermediate Holdco Prepayment Date) in accordance with, and pursuant to, the
terms of the Intermediate Holdco Credit Agreement and the other Intermediate
Holdco Credit Documents (and shall have obtained all necessary amendments or
waivers required thereunder to give effect


                                      -91-



to the foregoing, on terms satisfactory to the Administrative Agent) or (ii) (A)
submitted to the Agent (as defined in the Intermediate Holdco Credit Agreement)
an irrevocable notice of prepayment (the "Intermediate Holdco Irrevocable
Prepayment Notice") of all of the outstanding Intermediate Holdco Indebtedness
(other than customary indemnities) pursuant to, and in accordance with, the
terms of the Intermediate Holdco Credit Agreement (including, without
limitation, Section 4.01 thereof) and the other Intermediate Holdco Credit
Documents (with a copy of such notice to the Administrative Agent and the
Intermediate Holdco Paying Agent (as defined below)) specifying that such
prepayment shall occur on a fixed date (which shall be a Business Day) no later
than on the 35th day following the mailing of such Intermediate Holdco
Irrevocable Prepayment Notice (the "Intermediate Holdco Prepayment Date"), (B)
deposited with DBNY, as paying agent (in such capacity, and including any
successor appointed pursuant to Section 12.10, the "Intermediate Holdco Paying
Agent"), amounts borrowed under the Term Credit Agreement and this Agreement
sufficient to, and for the exclusive purpose, of prepaying all of the
outstanding Intermediate Holdco Indebtedness on the Intermediate Holdco
Prepayment Date (including, without limitation, the call or other premiums
payable in connection therewith and all accrued and unpaid interest thereon up
to and including the Intermediate Holdco Prepayment Date) in accordance with,
and pursuant to, the terms of the Intermediate Holdco Credit Documents
(collectively, the "Intermediate Holdco Prepayment Funds"), on terms and
pursuant to escrow arrangements reasonably satisfactory to the Administrative
Agent and (C) concurrently with the deposit of the Intermediate Holdco
Prepayment Funds, deliver to the Intermediate Holdco Paying Agent (with a copy
to the Administrative Agent), a written irrevocable letter of instruction (in
form and substance reasonably satisfactory to the Administrative Agent),
executed by Intermediate Holdco and Corporate Holdco, directing the Intermediate
Holdco Paying Agent to (I) hold the Intermediate Holdco Prepayment Funds in
escrow until the Intermediate Holdco Prepayment Date and (II) release, disburse
and apply the Intermediate Holdco Prepayment Funds on the Intermediate Holdco
Prepayment Date, in accordance with the Intermediate Holdco Credit Agreement for
the exclusive purpose of prepaying all of the outstanding Intermediate Holdco
Indebtedness on such date (the foregoing, collectively, the "Intermediate Holdco
Refinancing"). On the Initial Borrowing Date, (x) the Administrative Agent shall
have received true and correct copies of all Refinancing Documents relating to
the Intermediate Holdco Refinancing, certified as such by an appropriate officer
of the Borrower and (y) all terms and conditions of the Intermediate Holdco
Refinancing and the Refinancing Documents governing the same shall be reasonably
satisfactory to the Administrative Agent.

          (b) On the Initial Borrowing Date, Holdings, Intermediate Holdco and
the Borrower shall have entered into the Term Credit Agreement and incurred the
Term Loans thereunder and such agreement shall be in full force and effect.

          6.08. Adverse Change, Approvals. (a) Since December 31, 2005, nothing
shall have occurred (and neither the Administrative Agent nor any Lender shall
have become aware of any facts or conditions not previously known) which the
Administrative Agent or the Required Lenders shall determine has had, or could
reasonably be expected to have, individually or in the aggregate, (i) a Material
Adverse Effect or (ii) a material adverse effect on the Transaction.

          (b) On or prior to the Initial Borrowing Date (i) all necessary
governmental (domestic and foreign), regulatory and third party approvals and/or
consents in connection with


                                      -92-



any Existing Indebtedness, the Transaction, the transactions contemplated by the
Documents and otherwise referred to herein or therein shall have been obtained
and remain in full force and effect as of the Initial Borrowing Date and
evidence thereof shall have been provided to the Administrative Agent, and (ii)
all applicable waiting periods shall have expired without any action being taken
by any competent authority which restrains, prevents or imposes materially
adverse conditions upon the consummation of the Transaction, the making of the
Loans and the transactions contemplated by the Documents or otherwise referred
to herein or therein. Additionally, there shall not exist any judgment, order,
injunction or other restraint issued or filed or a hearing seeking injunctive
relief or other restraint pending or notified prohibiting or imposing materially
adverse conditions upon, or materially delaying, or making economically
unfeasible, the consummation of the Transaction or the making of the Loans or
the other transactions contemplated by the Documents or otherwise referred to
herein or therein.

          6.09. Litigation. On the Initial Borrowing Date, there shall be no
actions, suits, proceedings or investigations pending or threatened (a) with
respect to the Transaction or any documentation executed in connection therewith
(including any Credit Document) or the transactions contemplated hereby and
thereby, (b) with respect to any Existing Indebtedness or (c) which any Agent or
the Required Lenders shall determine has had, or could reasonably be expected to
have, individually or in the aggregate, (i) a Material Adverse Effect or (ii) a
material adverse effect on the Transaction.

          6.10. Subsidiaries Guaranty; Intercompany Subordination Agreement. (a)
On the Initial Borrowing Date, each Subsidiary Guarantor shall have duly
authorized, executed and delivered the Subsidiaries Guaranty in the form of
Exhibit G (as amended, modified and/or supplemented from time to time, the
"Subsidiaries Guaranty"), and the Subsidiaries Guaranty shall be in full force
and effect.

          (b) On the Initial Borrowing Date, each Credit Party and each other
Subsidiary of Holdings which is an obligee or obligor with respect to any
Intercompany Debt shall have duly authorized, executed and delivered the
Intercompany Subordination Agreement in the form of Exhibit H hereto (as
amended, modified, restated and/or supplemented from time to time, the
"Intercompany Subordination Agreement"), and the Intercompany Subordination
Agreement shall be in full force and effect.

          6.11. Pledge Agreement. In order to create in favor of Collateral
Agent, for the benefit of the ABL Secured Parties, a valid, perfected Second
Priority security interest in the personal property TL Priority Collateral, and
a valid, perfected First Priority security interest in the personal property ABL
Priority Collateral, on the Initial Borrowing Date, each Credit Party shall have
duly authorized, executed and delivered the Pledge Agreement in the form of
Exhibit I (as amended, modified, restated and/or supplemented from time to time,
the "Pledge Agreement") and shall have delivered to the Term Collateral Agent,
as bailee under the Intercreditor Agreement, all of the Pledge Agreement
Collateral, as applicable, referred to therein and then owned by such Credit
Party, (x) endorsed in blank in the case of promissory notes constituting Pledge
Agreement Collateral and (y) together with executed and undated endorsements for
transfer in the case of Equity Interests constituting certificated Pledge
Agreement Collateral, along with evidence that all other actions necessary or,
in the reasonable opinion of the Collateral Agent, desirable, to perfect the
security interests purported to be created


                                      -93-



by the Pledge Agreement have been taken, and the Pledge Agreement shall be in
full force and effect.

          6.12. Security Agreement. In order to create in favor of Collateral
Agent, for the benefit of the ABL Secured Parties, a valid, perfected Second
Priority security interest in the personal property TL Priority Collateral, and
a valid, perfected First Priority security interest in the personal property ABL
Priority Collateral, on the Initial Borrowing Date, each Credit Party shall have
duly authorized, executed and delivered the Security Agreement in the form of
Exhibit J (as amended, modified, restated and/or supplemented from time to time,
the "Security Agreement") covering all of such Credit Party's Security Agreement
Collateral, together with:

          (i) proper financing statements (Form UCC-1 or the equivalent) fully
     executed for filing under the UCC or other appropriate filing offices of
     each jurisdiction as may be necessary or, in the reasonable opinion of the
     Collateral Agent, desirable, to perfect the security interests purported to
     be created by the Security Agreement;

          (ii) evidence of the completion of all other recordings and filings
     of, or with respect to, the Security Agreement as may be necessary or, in
     the reasonable opinion of the Collateral Agent, desirable, to perfect the
     security interests intended to be created by the Security Agreement; and

          (iii) evidence that all other actions necessary or, in the reasonable
     opinion of the Collateral Agent, desirable to perfect and protect the
     security interests purported to be created by the Security Agreement have
     been taken, and the Security Agreement shall be in full force and effect.

          6.13. Mortgage; Title Insurance; Landlord Waivers; etc. On the Initial
Borrowing Date, the Collateral Agent shall have received:

          (i) fully executed counterparts of Mortgages and corresponding UCC
     Fixture Filings, in form and substance reasonably satisfactory to the
     Collateral Agent, which Mortgages and UCC Fixture Filings shall cover each
     Real Property owned or leased by the Credit Agreement Parties and
     designated as a "Mortgaged Property" on Schedule V hereto, together with
     evidence that counterparts of such Mortgages and UCC Fixture Filings have
     been delivered to the title insurance company insuring the Lien of such
     Mortgage for recording;

          (ii) a Mortgage Policy relating to each Mortgage of the Mortgaged
     Property referred to above, issued by a title insurer reasonably
     satisfactory to the Collateral Agent, in an insured amount satisfactory to
     the Collateral Agent and insuring the Collateral Agent that the Mortgage on
     each such Mortgaged Property is a valid and enforceable second priority
     mortgage lien on such Mortgaged Property, free and clear of all defects and
     encumbrances except Permitted Encumbrances, with each such Mortgage Policy
     (1) to be in form and substance reasonably satisfactory to the Collateral
     Agent, (2) to include, to the extent available in the applicable
     jurisdiction, supplemental endorsements (including, without limitation,
     endorsements relating to future advances under this Agreement


                                      -94-



     and the Loans, usury, first loss, last dollar, tax parcel, subdivision,
     zoning, contiguity, variable rate, doing business, public road access,
     survey, environmental lien, mortgage tax and so-called comprehensive
     coverage over covenants and restrictions and for any other matters that the
     Collateral Agent in its discretion may reasonably request), (3) to not
     include the "standard" title exceptions, a survey exception or an exception
     for mechanics' liens, and (4) to provide for affirmative insurance and such
     reinsurance as the Collateral Agent in its discretion may reasonably
     request;

          (iii) to induce the title company to issue the Mortgage Policies
     referred to in subsection (ii) above, such affidavits, certificates,
     information and instruments of indemnification (including, without
     limitation, a so-called "gap" indemnification) as shall be required by the
     Title Company, together with payment by the Borrower of all Mortgage Policy
     premiums, search and examination charges, mortgage recording taxes, fees,
     charges, costs and expenses required for the recording of such Mortgages
     and issuance of such Mortgage Policies;

          (iv) to the extent obtainable on or prior to the Initial Borrowing
     Date, fully executed Landlord Personal Property Collateral Access
     Agreements and/or bailee agreements in respect of those Leaseholds of
     Holdings or any of its Domestic Subsidiaries designated as "Leaseholds
     Subject to Landlord Waivers" on Schedule V, each of which Landlord Personal
     Property Collateral Access Agreements and/or bailee agreements shall be in
     form and substance reasonably satisfactory to the Collateral Agent; and

          (v) to the extent requested by the Administrative Agent, copies of all
     leases in which Holdings or any of its Domestic Subsidiaries holds the
     lessor's interest or other agreements relating to possessory interests, if
     any; provided that, to the extent any of the foregoing affect such
     Mortgaged Property, to the extent requested by the Administrative Agent,
     such agreements shall be subordinate to the Lien of the Mortgage to be
     recorded against such Mortgaged Property, either expressly by its terms or
     pursuant to a subordination, non-disturbance and attornment agreement (with
     any such agreement being reasonably acceptable to the Administrative
     Agent).

          6.14. Intercreditor Agreement. On the Initial Borrowing Date, each
Subsidiary Guarantor, the Collateral Agent (for and on behalf of the ABL Secured
Parties) and the Term Collateral Agent (for and on behalf of the Term Secured
Parties) shall have duly authorized, executed and delivered the Intercreditor
Agreement in the form of Exhibit K (as amended, modified, restated and/or
supplemented from time to time, the "Intercreditor Agreement"), and the
Intercreditor Agreement shall be in full force and effect.

          6.15. Financial Statements; Pro Forma Balance Sheet; Projections. On
or prior to the Initial Borrowing Date, the Administrative Agent shall have
received true and correct copies of the historical financial statements, the pro
forma financial statements and the Projections referred to in Sections 9.01,
which historical financial statements, pro forma financial statements and
Projections shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.


                                      -95-



          6.16. Solvency Certificate; Insurance Certificates, etc. On the
Initial Borrowing Date, the Administrative Agent shall have received:

          (i) a solvency certificate from the chief financial officer of
     Holdings in the form of Exhibit L hereto dated the Initial Borrowing Date,
     and supporting the conclusion that, after giving effect to the Transaction
     and the incurrence of all financings contemplated herein, the Borrower (on
     a stand-alone basis), the Borrower and its Subsidiaries (on a consolidated
     basis), and Holdings and its Subsidiaries (on a consolidated basis), in
     each case, are not insolvent and will not be rendered insolvent by the
     indebtedness incurred in connection herewith, will not be left with
     unreasonably small capital with which to engage in its or their respective
     businesses and will not have incurred debts beyond its or their ability to
     pay such debts as they mature and become due;

          (ii) certificates of insurance complying with the requirements of
     Section 9.03 for the business and properties of Holdings and its
     Subsidiaries, in form and substance reasonably satisfactory to the
     Administrative Agent and naming the Collateral Agent as an additional
     insured and/or as loss payee, and stating that such insurance shall not be
     canceled or materially revised without at least 30 days' prior written
     notice by the insurer to the Collateral Agent; and

          (iii) if requested by the Administrative Agent, environmental and
     hazardous substance analyses with respect to the Real Property of Holdings
     and its Subsidiaries in scope, form and substance reasonably acceptable to
     the Administrative Agent and the Required Lenders, together with a
     satisfactory reliance letter addressed to the Administrative Agent and the
     Lenders.

          6.17. Fees, etc. On the Initial Borrowing Date, the Borrower shall
have paid to the Administrative Agent (and its relevant affiliates) and each
Lender all costs, fees and expenses (including, without limitation, legal fees
and expenses) and other compensation contemplated hereby payable to the
Administrative Agent or such Lender to the extent then due.

          6.18. Appraisal and Collateral Examination. On or prior to the Initial
Borrowing Date, Collateral Agent shall have received (x) an appraisal of the
Inventory of the Borrower and the Wholly-Owned Subsidiary Guarantors and (y) a
collateral examination of the Inventory and Accounts of the Borrower and
Wholly-Owned Subsidiary Guarantor, in each case, in scope, and from a
third-party appraiser and a third-party consultant, respectively, reasonably
satisfactory to Administrative Agent, and the results of such appraisal and
collateral examination shall be in form and substance reasonably satisfactory to
Administrative Agent.

          6.19. Borrowing Base Certificate; Liquidity. (a) The Administrative
Agent shall have received the initial Borrowing Base Certificate pursuant to
Section 9.01(l), with customary supporting documentation and supplemental
reporting to be agreed upon between Administrative Agent and the Borrower.

          (b) On the Initial Borrowing Date, after giving effect to Transactions
(and the Credit Events hereunder), the Borrowing Availability shall equal or
exceed $75,000,000.


                                      -96-



          In determining the satisfaction of the conditions specified in this
Section 6, (x) to the extent any item is required to be satisfactory to any
Lender, such item shall be deemed satisfactory to each Lender which has not
notified the Administrative Agent in writing prior to the occurrence of the
Initial Borrowing Date that the respective item or matter does not meet its
satisfaction and (y) in determining whether any Lender is aware of any fact,
condition or event that has occurred and which would reasonably be expected to
have a Material Adverse Effect or a material adverse effect of the type
described in Section 6.07, each Lender which has not notified the Administrative
Agent in writing prior to the occurrence of the Initial Borrowing Date of such
fact, condition or event shall be deemed not to be aware of any such fact,
condition or event on the Initial Borrowing Date. Upon the Administrative
Agent's good faith determination that the conditions specified in this Section 6
have been met (after giving effect to the preceding sentence), then the Initial
Borrowing Date shall have been deemed to have occurred, regardless of any
subsequent determination that one or more of the conditions thereto had not been
met (although the occurrence of the Initial Borrowing Date shall not release
Holdings or the Borrower from any liability for failure to satisfy one or more
of the applicable conditions contained in this Section 6).

          SECTION 7. Conditions Precedent to All Credit Events.

          The obligation of each Lender to make Loans (including Loans made on
the Initial Borrowing Date), and the obligation of each Issuing Lender to issue
Letters of Credit (including Letters of Credit issued, or Existing Letters of
Credit deemed issued, on the Initial Borrowing Date), is subject, at the time of
each such Credit Event (except as hereinafter indicated), to the satisfaction of
the following conditions:

          7.01. Limitation on Cash on Hand. The aggregate amount of Unrestricted
Cash owned or held by the Borrower and its Domestic Subsidiaries (determined
after giving pro forma effect to the making of each such Revolving Loan and/or
Swingline Loan and the application of proceeds therefrom and from any other
Unrestricted Cash on hand (to the extent such proceeds and/or other Unrestricted
Cash are actually utilized by the Borrower and/or any other Subsidiary of
Holdings on the date of the incurrence of the respective such Revolving Loan
and/or Swingline Loan for a permitted purpose under this Agreement other than an
investment in Cash Equivalents)) shall not exceed $25,000,000 for more than five
consecutive Business Days (for purposes of Unrestricted Cash denominated in a
currency other than Dollars, taking the Dollar Equivalent of such Unrestricted
Cash as determined on the date of the incurrence of the respective such
Revolving Loan and/or Swingline Loan).

          7.02. No Default; Representations and Warranties. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).


                                      -97-



          7.03. Notice of Borrowing; Letter of Credit Request. (a) Prior to the
making of each Loan (other than a Swingline Loan or a Revolving Loan made
pursuant to a Mandatory Borrowing), the Administrative Agent shall have received
a Notice of Borrowing meeting the requirements of Section 2.03(a). Prior to the
making of each Swingline Loan, the Swingline Lender shall have received the
notice referred to in Section 2.03(b)(i).

          (b) Prior to the issuance of each Letter of Credit (other than the
Existing Letters of Credit), the Administrative Agent and the respective Issuing
Lender shall have received a Letter of Credit Request meeting the requirements
of Section 3.03(a).

          The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by each Credit Agreement Party to the Administrative
Agent and each of the Lenders that all the conditions specified in Section 6
(with respect to Credit Events on the Initial Borrowing Date) and in this
Section 7 (with respect to Credit Events on or after the Initial Borrowing Date)
and applicable to such Credit Event are satisfied as of that time. All of the
Notes, certificates, legal opinions and other documents and papers referred to
in Section 6 and in this Section 7, unless otherwise specified, shall be
delivered to the Administrative Agent at the Notice Office for the account of
each of the Lenders and, except for the Notes, in sufficient counterparts or
copies for each of the Lenders and shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders.

          SECTION 8. Representations, Warranties and Agreements.

          In order to induce the Lenders to enter into this Agreement, to make
(and/or continue) the Loans and issue and/or participate in the Letters of
Credit as provided for herein, each Credit Agreement Party makes the following
representations, warranties and agreements with the Lenders, in each case after
giving effect to the Transaction, all of which shall survive the execution and
delivery of this Agreement, the making of the Loans and the issuance (or deemed
issuance) of the Letters of Credit a (with the occurrence of the Effective Date
and each Credit Event on or after the Effective Date being deemed to constitute
a representation and warranty that the matters specified in this Section 8 are
true and correct in all material respects on and as of the Effective Date and on
and as of the date of each such Credit Event, unless stated to relate to a
specific earlier date in which case such representations and warranties shall be
true and correct in all material respects as of such earlier date):

          8.01. Company Status. Each of Holdings and each of its Subsidiaries
(i) is a duly organized and validly existing Company in good standing (or its
equivalent) under the laws of the jurisdiction of its organization, (ii) has the
Company power and authority to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage and (iii) is
duly qualified and is authorized to do business and is in good standing (or its
equivalent) in all jurisdictions where it is required to be so qualified (or its
equivalent) and where the failure to be so qualified has had, or could
reasonably be expected to have, a Material Adverse Effect.

          8.02. Company Power and Authority. Each Credit Party and each
Subsidiary thereof has the Company power and authority to execute, deliver and
carry out the terms and provisions of the Documents to which it is a party and
has taken all necessary Company action to


                                      -98-



authorize the execution, delivery and performance of the Documents to which it
is a party. Each Credit Party and each Subsidiary thereof has duly executed and
delivered each Document to which it is a party and each such Document
constitutes the legal, valid and binding obligation of such Credit Party
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws generally affecting creditors' rights
and by equitable principles (regardless of whether enforcement is sought in
equity or at law).

          8.03. No Violation. (a) Neither the execution, delivery or performance
by any Credit Party or any Subsidiary thereof of the Documents to which it is a
party, nor compliance by any Credit Party or any such Subsidiary with the terms
and provisions thereof, nor the consummation of the transactions contemplated
herein or therein, (i) will contravene any material provision of any applicable
law, statute, rule or regulation, or any order, writ, injunction or decree of
any court or governmental instrumentality, (ii) will conflict or be inconsistent
with or result in any breach of, any of the terms, covenants, conditions or
provisions of, or constitute a default under, or (other than pursuant to the
Security Documents) result in the creation or imposition of (or the obligation
to create or impose) any Lien upon any of the material property or assets of
Holdings or any of its Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement, credit agreement or any other material
agreement, contract or instrument to which Holdings or any of its Subsidiaries
is a party or by which it or any of its material property or assets are bound or
to which it may be subject (including, without limitation, the Existing Senior
Notes Documents, the Intermediate Holdco Senior Notes Indenture, the other
Existing Indebtedness Agreements, and, on and after the execution and delivery
thereof, the Holdings Senior Notes Indenture, any Wellbeing Project Financing
Document, any Permitted Senior Notes Indenture and any Permitted Refinancing
Senior Notes Document) or (iii) will violate any provision of the certificate of
incorporation, by-laws, certificate of partnership, partnership agreement,
certificate of limited liability company, limited liability company agreement or
equivalent organizational document, as the case may be, of Holdings or any of
its Subsidiaries.

          (b) Without limiting the generality of the foregoing in Section
8.03(a):

          (i) this Agreement, together with the Term Credit Agreement,
     constitute (individually and collectively) the "Credit Agreement" under,
     and as defined in, each Existing Senior Notes Indenture;

          (ii) the incurrence by the Borrower of the Loans and other
     Indebtedness hereunder under on the Initial Borrowing Date and on the date
     of each subsequent Credit Event will not violate any of (I) Section 1014 of
     the Existing 2009 Senior Notes Indenture or any other provision thereof,
     (II) Section 4.9 of the Existing 2010 Senior Notes Indenture or any other
     provision thereof, (III) Section 4.9 of the Existing 2011 Senior Notes
     Indenture or any other provision thereof, or (IV) Section 1014 of the
     Existing 2013 Senior Notes Indenture or any other provision thereof and,
     without limiting the foregoing, on the Initial Borrowing Date, neither the
     incurrence of any Loans to be incurred on such date, nor the incurrence of
     Indebtedness in the full amount of the commitments available under the Term
     Credit Agreement and pursuant to the Total Credit-Linked Commitment (as if,
     in each case, such commitments were fully utilized on


                                      -99-



     such date), would violate any of the sections specifically set forth above
     (or any other provision) of the Existing Senior Notes Indentures;

          (iii) on the Initial Borrowing Date, (x) all Subsidiary Guarantors and
     (y) all Borrowers (as defined in, and pursuant to, the Term Credit
     Agreement), are "Restricted Subsidiaries" under, and as defined in, each
     Existing Senior Notes Indenture and have executed and delivered guaranties
     in accordance with the requirements of the respective Existing Senior Notes
     Indentures; and

          (iv) for the purpose of the definition of "Permitted Indebtedness"
     under, and as defined in, each Existing Senior Notes Indenture, on the
     Initial Borrowing Date no repayment of term loans and/or permanent
     commitment reductions in the revolving credit portion of the Credit
     Agreement (as defined therein) has theretofore occurred (whether prior to,
     or on, the Initial Borrowing Date) which has resulted in any reduction to
     the maximum aggregate amount of Indebtedness permitted to be incurred
     pursuant to, or under, the Credit Agreement (as defined therein) in
     accordance with the applicable Existing Senior Notes Indenture.

          8.04. Litigation. There are no actions, suits, proceedings or
investigations pending or, to the knowledge of any Senior Officer, threatened
(i) with respect to any Credit Document, (ii) with respect to the Transaction or
any other Document or (iii) that have had, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. Additionally,
there does not exist any judgment, order or injunction prohibiting or imposing
material adverse conditions upon the occurrence of any Credit Event.

          8.05. Use of Proceeds; Margin Regulations. (a) All proceeds of
Revolving Loans and Swingline Loans shall be used for the Borrower's and its
Subsidiaries' ongoing working capital requirements and general corporate
purposes (including (x) to effect Permitted Acquisitions (to the extent
permitted by this Agreement) and (y) to (i) make intercompany loans to
Intermediate Holdco pursuant to Section 10.05(xxi) to be utilized for the
purposes described in subclause (v) thereof and/or (ii) pay Dividends to
Intermediate Holdco pursuant to Section 10.06(ix) to be utilized for the
purposes described in subclause (v) thereof but (z) excluding payments in
connection with the Transaction, except as set forth in the immediately
succeeding proviso).

          (b) At the time of each Credit Event occurring on or after the
Effective Date, the aggregate value of all Margin Stock (other than treasury
stock) owned by Holdings and its Subsidiaries (for such purpose, using the
initial purchase price paid by Holdings or such Subsidiary for the respective
shares of Margin Stock) does not exceed $10,000,000. In addition, at the time of
each Credit Event occurring on or after the Effective Date, the value of the
Margin Stock at any time owned by Holdings and its Subsidiaries does not exceed
25% of the value of the assets of Holdings and its Subsidiaries taken as a
whole. Neither the making of any Loan nor the use of the proceeds thereof nor
the occurrence of any other Credit Event will violate or be inconsistent with
the provisions of Regulation T, Regulation U or Regulation X.

          8.06. Governmental Approvals. Except as may have been obtained or made
on or prior to the Effective Date (and which remain in full force and effect on
the Effective Date),


                                      -100-



no order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by, any foreign or domestic
governmental or public body or authority, or any subdivision thereof, is
required to authorize or is required in connection with (i) the execution,
delivery and performance of any Document or (ii) the legality, validity, binding
effect or enforceability of any Document.

          8.07. Investment Company Act. Neither Holdings nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

          8.08. True and Complete Disclosure. All factual information (taken as
a whole) heretofore or contemporaneously furnished by or on behalf of Holdings
or any of its Subsidiaries in writing to any Agent or any Lender (including,
without limitation, all information contained in the Documents) for purposes of
or in connection with this Agreement, the other Documents or any transaction
contemplated herein or therein is, and all other such factual information (taken
as a whole) hereafter furnished by or on behalf of any such Persons in writing
to any Agent or any Lender will be, true and accurate in all material respects
on the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading in any material respect at such
time in light of the circumstances under which such information was provided, it
being understood and agreed that for purposes of this Section 8.08, such factual
information shall not include the Projections or any projected financial
information contained in any financial projections delivered pursuant to Section
9.01.

          8.09. Financial Condition; Financial Statements. (a) On and as of the
Effective Date, on a pro forma basis after giving effect to the Transaction and
to all Indebtedness (including the Loans) incurred, and to be incurred, and
Liens created, and to be created, by each Credit Party in connection therewith,
with respect to the Borrower (on a stand-alone basis), Holdings and its
Subsidiaries (on a consolidated basis) and the Borrower and its Subsidiaries (on
a consolidated basis) (x) the sum of the assets, at a fair valuation, of the
Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a
consolidated basis) and the Borrower and its Subsidiaries (on a consolidated
basis) will exceed its or their debts, (y) it has or they have not incurred nor
intended to, nor believes or believe that it or they will, incur debts beyond
its or their ability to pay such debts as such debts mature and (z) it or they
will have sufficient capital with which to conduct its or their business. For
purposes of this Section 8.09(a), "debt" means any liability on a claim, and
"claim" means (i) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured. The amount of contingent liabilities at any time shall be computed
as the amount that, in the light of all facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual
or matured liability.

          (b) (i) The audited consolidated statements of financial condition of
the Borrower and its Consolidated Subsidiaries at December 28, 2002, January 3,
2004 and January 1, 2005 and the related consolidated statements of income and
cash flows and changes in


                                      -101-



shareholders' equity of the Borrower and its Consolidated Subsidiaries for the
fiscal years of the Borrower ended on such dates, in each case furnished to the
Lenders prior to the Effective Date, present fairly in all material respects the
consolidated financial position of the Borrower and its Consolidated
Subsidiaries at the date of said financial statements and the results for the
respective periods covered thereby and (ii) the Pro Forma Financial Statements
present a good faith estimate of the consolidated pro forma financial condition
of the Borrower and its Consolidated Subsidiaries and the pro forma results of
operations of the Borrower and its Consolidated Subsidiaries for the respective
periods covered thereby (after giving effect to the Transaction at the date
thereof or for the period covered thereby). All of the financial statements
referred to in clause (i) of the immediately preceding sentence have been
prepared in accordance with U.S. GAAP consistently applied except to the extent
provided in the notes to said financial statements.

          (c) Since December 31, 2005 (but after giving effect to the
Transaction as if same had occurred immediately prior thereto), nothing has
occurred that has had, or could reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.

          (d) Except as fully reflected in the financial statements described in
Section 8.10(b) and as otherwise permitted by Section 10.04, (i) there were as
of the Effective Date (and after giving effect to any Loans made on such date),
no liabilities or obligations with respect to Holdings or any of its
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in the
aggregate, could reasonably be expected to be material to Holdings and its
Subsidiaries taken as a whole and (ii) no Credit Agreement Party knows of any
basis for the assertion against Holdings or any of its Subsidiaries of any such
liability or obligation which, either individually or in the aggregate, has had,
or could reasonably be expected to have, a Material Adverse Effect.

          (e) The Projections have been prepared on a basis consistent with the
financial statements referred to in Section 8.9(b) and are based on good faith
estimates and assumptions made by the management of Holdings, and on the
Effective Date, the Borrower believe that the Projections are reasonable and
attainable, it being recognized by the Lenders that such projections of future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such Projections may differ from the projected results
contained therein. There is no fact known to any Credit Agreement Party or any
of its Subsidiaries which has had, or could reasonably be expected to have, a
Material Adverse Effect, which has not been disclosed herein or in such other
documents, certificates and statements furnished to the Lenders for use in
connection with the transactions contemplated hereby.

          8.10. Security Interests. On and after the Effective Date, each of the
Security Documents creates (or after the execution and delivery thereof will
create), as security for the Obligations covered thereby, a valid and
enforceable perfected security interest in and Lien on all of the Collateral
subject thereto, superior to and prior to the rights of all third Persons, and
subject to no other Liens (except that, subject to the provisions of the
Intercreditor Agreement, (i) the Security Agreement Collateral may be subject to
Permitted Liens, (ii) the Pledge Agreement Collateral may be subject to the
Liens described in clauses (i) and (v) of Section 10.03 and clause (y) of
Section 10.03(iii) and (iii) the security interest and mortgage lien created on
any Mortgaged Property may be subject to the Permitted Encumbrances related


                                      -102-



thereto), in favor of the Collateral Agent (or such other trustee or sub-agent
as may be required or desired under local law). No filings or recordings are
required in order to perfect and/or render enforceable as against third parties
the security interests created under any Security Document except for filings or
recordings required in connection with any such Security Document which shall
have been made on or prior to the Effective Date or on or prior to the execution
and delivery thereof as contemplated by Sections 9.11, 9.14 and 10.12.

          8.11. Compliance with ERISA. (a) Schedule VI sets forth, as of the
Effective Date, each Plan and each Multiemployer Plan. Each Plan (and each
related trust, insurance contract or fund) is in compliance in all respects with
its terms and in all respects with all applicable laws, including, without
limitation, ERISA and the Code and in compliance with the following, except to
the extent that any such noncompliances, individually or in the aggregate, would
not result in a Material Adverse Effect; each Plan (and each related trust, if
any) which is intended to be qualified under Section 401(a) of the Code has
received a determination letter from the Internal Revenue Service to the effect
that it meets the requirements of Sections 401(a) and 501(a) of the Code (or the
sponsor has applied for such determination letter within the remedial amendment
period); (1) no Reportable Event has occurred; (2) to the knowledge of any
Senior Officer, no Multiemployer Plan is insolvent or in reorganization; (3) no
Plan has an Unfunded Current Liability; (4) no Plan which is subject to Section
412 of the Code or Section 302 of ERISA has an accumulated funding deficiency,
within the meaning of such Sections of the Code or ERISA, or has applied for or
received a waiver of an accumulated funding deficiency or an extension of any
amortization period, within the meaning of Section 412 of the Code or Section
303 or 304 of ERISA; (5) all required contributions with respect to a Plan and a
Multiemployer Plan have been made; (6) neither Holdings nor any Subsidiary of
Holdings nor any ERISA Affiliate has incurred any outstanding material liability
(including any indirect, contingent or secondary liability) to or on account of
a Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971
or 4975 of the Code or expects to incur any such material liability under any of
the foregoing Sections with respect to any Plan or a Multiemployer Plan; (7) no
condition exists which presents a material risk to Holdings or any Subsidiary of
Holdings or any ERISA Affiliate of incurring a material liability to or on
account of a Plan or a Multiemployer Plan pursuant to the foregoing provisions
of ERISA and the Code; (8) no involuntary proceedings have been instituted to
terminate or appoint a trustee to administer any Plan which is subject to Title
IV of ERISA; (9) no action, suit, proceeding, hearing, audit or investigation
with respect to the administration, operation or the investment of assets of any
Plan (other than routine claims for benefits) is pending, expected or
threatened; (10) using actuarial assumptions and computation methods consistent
with Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of
Holdings and its Subsidiaries and ERISA Affiliates to any Multiemployer Plans in
the event of a withdrawal therefrom, as of the close of the most recent fiscal
year of each such Multiemployer Plan ended prior to the date of the most recent
Credit Event would not exceed $10,000,000; (11) each group health plan (as
defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which
covers or has covered employees or former employees of Holdings, any Subsidiary
of Holdings, or any ERISA Affiliate has at all times been operated in compliance
with the provisions of Part 6 of subtitle B of Title I of ERISA and Section
4980B of the Code other than any non-compliance which would not result in a
material liability to Holdings or any Subsidiary of Holdings; (12) no lien
imposed under the Code or ERISA on the assets of Holdings or any Subsidiary of
Holdings or any ERISA


                                      -103-



Affiliate exists, is likely to arise on account of any Plan or any Multiemployer
Plan; and (13) and neither Holdings nor any Subsidiary of Holdings maintains or
contributes to (a) any employee welfare benefit plan (as defined in Section 3(1)
of ERISA) which provides benefits to retired employees and/or other former
employees (other than as required by Section 601 of ERISA) or (b) any Plan, the
obligations with respect to which could reasonably be expected to have a
Material Adverse Effect.

          (b) Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities, except to the
extent that such noncompliances, individually or in the aggregate, would not
result in a Material Adverse Effect. All required contributions with respect to
a Foreign Pension Plan have been made. Neither Holdings nor any of its
Subsidiaries has incurred any material outstanding obligation in connection with
the termination of or withdrawal from any Foreign Pension Plan. The present
value of the accrued benefit liabilities (whether or not vested) under each
Foreign Pension Plan, determined as of the end of Holdings' most recently ended
fiscal year on the basis of actuarial assumptions, each of which is reasonable,
did not exceed the current value of the assets of such Foreign Pension Plan
allocable to such benefit liabilities or alternatively, the Foreign Pension Plan
is funded in compliance with applicable law in all material respects and
Holdings and its Subsidiaries have established adequate reserves for the present
value of such accrued benefit liabilities under such Foreign Pension Plan in the
financial statements delivered pursuant to Section 9.01(a) and (b).

          8.12. Capitalization. (a) On the Effective Date and after giving
effect to the Transaction, the authorized capital stock of Holdings shall
consist of 1,000 shares of common stock, $.001 par value per share (such
authorized shares of common stock, together with any subsequently authorized
shares of common stock of Holdings, the "Holdings Common Stock"), of which 1000
shares are issued and outstanding. All such outstanding shares have been duly
and validly issued, are fully paid and nonassessable and free of preemptive
rights. As of the Effective Date, except as set forth on Part A of Schedule VII
hereto, Holdings does not have outstanding any securities convertible into or
exchangeable for its capital stock or outstanding any rights to subscribe for or
to purchase, or any options for the purchase of, or any agreement providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to, its capital stock or any stock appreciation or
similar rights.

          (b) On the Effective Date and after giving effect to the Transaction,
all of the Equity Interests of Intermediate Holdco are owned by Holdings and
pledged pursuant to the Pledge Agreement. Intermediate Holdco does not have
outstanding any securities convertible into or exchangeable for its Equity
Interests or outstanding any rights to subscribe for or to purchase, or any
options for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its Equity Interests or any equity appreciation or
similar rights.

          (c) On the Effective Date and after giving effect to the Transaction,
the authorized capital stock of the Borrower shall consist of 1000 shares of
common stock, $.001 par value per share, of which 1000 shares were issued and
outstanding, owned by Intermediate Holdco and delivered for pledge pursuant to
the Pledge Agreement. All such outstanding shares


                                      -104-



have been duly and validly issued, are fully paid and nonassessable and free of
preemptive rights. The Borrower does not have outstanding any securities
convertible into or exchangeable for its capital stock or outstanding any rights
to subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock or any
stock appreciation or similar rights.

          8.13. Subsidiaries. On and as of the Effective Date and after giving
effect to the Transaction, Holdings has no Subsidiaries other than Westlake
Wellbeing Company LLC, The California Wellbeing Institute, LLC and Intermediate
Holdco and its Subsidiaries, and Intermediate Holdco has no Subsidiaries other
than those Subsidiaries listed on Schedule VIII. Schedule VIII correctly sets
forth, as of the Effective Date and after giving effect to the Transaction, (i)
the percentage ownership (direct and indirect) of Intermediate Holdco in each
class of capital stock or other Equity Interests of each of its Subsidiaries and
also identifies the direct owner thereof and (ii) the jurisdiction of
organization of each such Subsidiary. All outstanding shares of capital stock or
other Equity Interests of each Subsidiary of Intermediate Holdco have been duly
and validly issued, are fully paid and non-assessable and, in the case of
Non-Wholly Owned Subsidiaries of the Borrower, have been issued free of
preemptive rights. Except as set forth on Part B of Schedule VII attached
hereto, no Subsidiary of Intermediate Holdco has outstanding any securities
convertible into or exchangeable for its capital stock or other Equity Interests
or outstanding any right to subscribe for or to purchase, or any options or
warrants for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of or any calls, commitments or claims of any
character relating to, its capital stock or other Equity Interests or any stock
appreciation or similar rights. Except for the existing investments described on
Schedule IX, as of the Effective Date, neither Holdings nor any of its
Subsidiaries owns or holds, directly or indirectly, any capital stock or equity
security of, or any other Equity Interests in, any Person other than its
Subsidiaries indicated on Schedule VIII.

          8.14. Intellectual Property, etc. Each of Holdings and each of its
Subsidiaries owns or has the right to use all domestic and foreign patents,
trademarks, permits, domain names, service marks, trade names, copyrights,
licenses, franchises, inventions, trade secrets, proprietary information and
know-how of any type, whether or not written (including, but not limited to,
rights in computer programs and databases) and formulas, or other rights with
respect to the foregoing, and has obtained assignments of all leases, licenses
and other rights of whatever nature, in each case necessary for the conduct of
its business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, individually or in the aggregate,
has had, or could reasonably be expected to have, a Material Adverse Effect.

          8.15. Compliance with Statutes; Agreements, etc. Each of Holdings and
each of its Subsidiaries is in compliance with (i) all applicable statutes,
regulations, rules and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property and (ii) all contracts and agreements
to which it is a party, except such non-compliances as have not had, and could
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

          8.16. Environmental Matters. (a) Each of Holdings and each of its
Subsidiaries has complied with, and on the date of each Credit Event is in
compliance with, all applicable


                                      -105-



Environmental Laws and the requirements of any permits issued under such
Environmental Laws and neither Holdings nor any of its Subsidiaries is liable
for any material penalties, fines or forfeitures for failure to comply with any
of the foregoing. There are no pending or past or, to the knowledge of any
Senior Officer, threatened Environmental Claims against Holdings or any of its
Subsidiaries or any Real Property owned, leased or operated by Holdings or any
of its Subsidiaries (including any such claim arising out of the ownership,
lease or operation by Holdings or any of its Subsidiaries of any Real Property
formerly owned, leased or operated by Holdings or any of its Subsidiaries but no
longer owned, leased or operated by Holdings or any of its Subsidiaries). There
are no facts, circumstances, conditions or occurrences on any Real Property
owned, leased or operated by Holdings or any of its Subsidiaries (including, to
the knowledge of a Senior Officer, any Real Property formerly owned, leased or
operated by Holdings or any of its Subsidiaries but no longer owned, leased or
operated by Holdings or any of its Subsidiaries) or on any property adjoining or
in the vicinity of any such Real Property that would reasonably be expected (i)
to form the basis of an Environmental Claim against Holdings or any of its
Subsidiaries or any such Real Property or (ii) to cause any such Real Property
to be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property by Holdings or any of its Subsidiaries
under any applicable Environmental Law.

          (b) Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported to or from, any Real Property owned, leased
or operated by Holdings or any of its Subsidiaries except in compliance with all
applicable Environmental Laws and in connection with the operation, use and
maintenance of such Real Property by Holdings' or such Subsidiary's business.
Hazardous Materials have not at any time been Released on or from any Real
Property owned, leased or operated by Holdings or any of its Subsidiaries or by
any person acting for or under contract to Holdings or any of its Subsidiaries,
or to the knowledge of any Credit Agreement Party, by any other Person in
respect of Real Property owned, leased or operated by Holdings or any of its
Subsidiaries (including, to the knowledge of any Credit Agreement Party, any
Real Property owned, leased or operated by Holdings or any of its Subsidiaries
but no longer owned, leased or operated by Holdings or any of its Subsidiaries),
except in compliance with all applicable Environmental Laws in all material
respects.

          (c) Notwithstanding anything to the contrary in this Section 8.16, the
representations made in this Section 8.16 shall only be untrue if the aggregate
effect of all conditions, failures, noncompliances, Environmental Claims,
Hazardous Materials, Releases and presence of underground storage tanks, in each
case of the types described above, has had, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

          8.17. Properties. All Real Property (other than Real Property with an
individual Fair Market Value less than $1,000,000 as of the Effective Date) and
vessels owned by Holdings or any of its Subsidiaries, and all material
leaseholds leased by Holdings or any of its Subsidiaries, in each case as of the
Effective Date and after giving effect to the Transaction, and the nature of the
interest therein, is correctly set forth in Schedule V (and, to the extent that
any such Real Property (or any portion thereof) constitutes "Principal Property"
(as defined in any of the Existing Senior Note Indentures), Schedule XVII
correctly identifies such Real Property (or the applicable portion thereof) as
"Principal Property"). Each of Holdings and each of its Subsidiaries has good
and marketable title to, or a validly subsisting leasehold interest in, all


                                      -106-



material properties owned or leased by it, including all Real Property and
vessels reflected in Schedule XVII and in the financial statements (including
the Pro Forma Financial Statements) referred to in Section 8.10(b) (except (x)
such properties sold in the ordinary course of business since the dates of the
respective financial statements referred to therein, (y) such properties
otherwise sold as permitted by the terms of this Agreement and (z) such Real
Properties owned by the Borrower or any of its Subsidiaries which may be subject
to immaterial defects of title which do not impair the use of such Real Property
or the business conducted by the Borrower or such Subsidiary thereon), free and
clear of all Liens, other than Permitted Liens.

          8.18. Labor Relations. Neither Holdings nor any of its Subsidiaries is
engaged in any unfair labor practice that has had, or could reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect. There is (i) no unfair labor practice complaint pending against Holdings
or any of its Subsidiaries or, to the knowledge of any Senior Officer,
threatened against any of them, before the National Labor Relations Board or any
similar foreign tribunal or agency, and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending
against Holdings or any of its Subsidiaries or, to the knowledge of any Senior
Officer, threatened against any of them, (ii) no strike, labor dispute, slowdown
or stoppage pending against Holdings or any of its Subsidiaries or, to the
knowledge of any Senior Officer, threatened against Holdings or any of its
Subsidiaries and (iii) no union representation question existing with respect to
the employees of Holdings or any of its Subsidiaries and no union organizing
activities are taking place, except (with respect to any matter specified in
clause (i), (ii) or (iii) above, either individually or in the aggregate) such
as has not had, or could reasonably be expected to have, a Material Adverse
Effect.

          8.19. Tax Returns and Payments. Holdings and each of its Subsidiaries
has timely filed (including applicable extensions) with the appropriate taxing
authority, all material returns, statements, forms and reports for taxes (the
"Returns") required to be filed by or with respect to the income, properties or
operations of Holdings and each of its Subsidiaries. The Returns accurately
reflect in all material respects all liability for taxes of Holdings and each of
its Subsidiaries as a whole for the periods covered thereby. Holdings and each
of its Subsidiaries have paid all material taxes payable by them other than
those contested in good faith and adequately disclosed and for which adequate
reserves have been established in accordance with U.S. GAAP. Except as set forth
on Schedule X hereto, there is no action, suit, proceeding, investigation,
audit, or claim now pending or, to the knowledge of any Senior Officer,
threatened by any authority regarding any taxes relating to Holdings and each of
its Subsidiaries. Except as set forth on Schedule X hereto, neither Holdings nor
any of its Subsidiaries has entered into an agreement or waiver or been
requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of Holdings or any of
its Subsidiaries, or is aware of any circumstances that would cause the taxable
years or other taxable periods of Holdings or any of its Subsidiaries not to be
subject to the normally applicable statute of limitations.

          8.20. Scheduled Existing Indebtedness. Schedule IV sets forth a true
and complete list of all Indebtedness of Holdings and its Subsidiaries as of the
Effective Date and which is to remain outstanding after giving effect to the
Transaction and the incurrence of Loans and Term Loans on such date (exclusive
of (i) Indebtedness pursuant to this Agreement and the other Credit Documents,
(ii) Indebtedness pursuant to the Term Credit Agreement and the other


                                      -107-



Term Credit Documents, (iii) Indebtedness pursuant to the Existing Senior Notes
Documents and the Intermediate Holdco Senior Notes Documents, (iv) intercompany
Indebtedness pursuant to the Intercompany Distribution Transactions, (v)
Indebtedness of Holdings and/or any of its Subsidiaries of the types described
in clauses (viii), (xiii) and (xviii) of Section 10.04, (vi) Synthetic Lease
obligations arising under the lease entered into in connection with the
Sale-Leaseback Transaction, and (vii) immaterial Contingent Obligations of
Subsidiaries of the Borrower that represent guaranties of obligations other than
Indebtedness), in each case showing the aggregate principal amount thereof (and
the aggregate amount of any undrawn commitments with respect thereto) and the
name of the respective borrower and any other entity which directly or
indirectly guarantees such debt. Part A of Schedule IV lists all Indebtedness as
described in the immediately preceding sentence which is owed to Persons other
than Holdings or any of its Subsidiaries (after giving effect to the
consummation of the Transaction) (with all such Indebtedness being herein called
"Third Party Scheduled Existing Indebtedness") and Part B of Schedule VI lists
all Indebtedness as described in the immediately preceding sentence which is
owed to Holdings and its Subsidiaries as of February 25, 2006 (with all of such
Indebtedness being herein called "Intercompany Scheduled Existing
Indebtedness").

          8.21. Insurance. Set forth on Schedule XI hereto is a true, correct
and complete summary of all insurance maintained by Holdings and its
Subsidiaries on and as of the Effective Date, with the amounts insured (and any
deductibles) set forth therein.

          8.22. Transaction. At the time of consummation thereof, each element
of the Transaction shall have been consummated in all material respects in
accordance with the terms of the relevant Documents therefor and all applicable
laws. At the time of consummation thereof, all consents and approvals of, and
filings and registrations with, and all other actions in respect of, all
governmental agencies, authorities or instrumentalities required in order to
make or consummate each element of the Transaction in accordance with the terms
of the relevant Documents therefor and all applicable laws have been obtained,
given, filed or taken and are or will be in full force and effect (or effective
judicial relief with respect thereto has been obtained). Additionally, there
does not exist any judgment, order or injunction prohibiting or imposing
material adverse conditions upon any element of the Transaction, the occurrence
of any Credit Event, or the performance by Holdings or any of its Subsidiaries
of their respective obligations under the Documents and in accordance with all
applicable laws.

          8.23. Special Purpose Corporations. (a) Holdings has no significant
assets (other than (v) cash and Cash Equivalents held by Holdings representing
proceeds from the Wellbeing Project Financing, (w) the Equity Interests of
Intermediate Holdco, Westlake Wellbeing LLC and The California Wellbeing
Institute, LLC, (x) after the issuance thereof, the Equity Interests of each of
the Unrestricted Wellbeing Joint Venture, (y) Intercompany Notes evidencing
intercompany loans permitted to be made by Holdings pursuant to Section 10.05,
and (z) immaterial assets used for the performance of those activities permitted
to be performed by Holdings pursuant to Section 10.01(b)) or liabilities (other
than under this Agreement and the other Documents (including the Term Credit
Documents) to which it is a party (including, the Wellbeing Project Financing
Documents), those liabilities permitted to be incurred by Holdings pursuant to
Section 10.01(b) and, as and when issued from time to time in accordance with
the terms of this Agreement, under Shareholder Subordinated Notes).


                                      -108-



          (b) Intermediate Holdco has no significant assets (other than Equity
Interests of the Borrower and Corporate Holdco, Intercompany Notes evidencing
intercompany loans permitted to be made by Intermediate Holdco pursuant to
Section 10.05 and immaterial assets used for the performance of those activities
permitted to be performed by Intermediate Holdco pursuant to Section 10.01(j))
or liabilities (other than under this Agreement and the other Documents to which
it is a party (including the Intermediate Holdco Documents) and those
liabilities permitted to be incurred by Intermediate Holdco pursuant to Section
10.01(j)).

          (c) Corporate Holdco has no significant assets (other than immaterial
assets used for the performance of those activities permitted to be performed by
Corporate Holdco pursuant to Section 10.01(k)) or liabilities (other than under
this Agreement and the other Documents to which it is a party (including the
Intermediate Holdco Documents and the Term Credit Documents) and those
liabilities permitted to be incurred by Corporate Holdco pursuant to Section
10.01(k)).

          8.24. Subordination. (a) The subordination provisions contained in the
Existing Senior Notes Documents and, on and after the execution and delivery
thereof, the Permitted Senior Notes Documents and the Permitted Refinancing
Senior Notes Documents are enforceable against (i) the Subsidiary Guarantors
party thereto, (ii) in the case of any Permitted Senior Notes Document or
Permitted Refinancing Senior Notes Document providing for subordination of the
Borrower's obligations thereunder, the Borrower and (iii) the holders of the
Existing Senior Notes, the Permitted Senior Notes or the Permitted Refinancing
Senior Notes, as the case may be. All Guaranteed Obligations (as defined in the
Subsidiaries Guaranty) of the Subsidiary Guarantors and, in the case of any
Permitted Senior Notes Document or Permitted Refinancing Senior Notes Document
providing for subordination of the Borrower's obligations thereunder, all
Obligations of the Borrower under the Credit Documents to which it is a party,
are within the definitions of "Guarantor Senior Debt" and "Designated Guarantor
Senior Debt" or "Senior Debt" and "Designated Senior Debt", as applicable,
included in such subordination provisions.

          (b) On and after the execution and delivery of the Shareholder
Subordinated Notes, the subordination provisions contained therein will be
enforceable against Holdings and the holders of the Shareholder Subordinated
Notes, and all Obligations of Holdings hereunder and under the other Credit
Documents to which it is a party are within the definitions of "Senior Debt"
included in such subordination provisions.

          8.25. Aggregate Borrowing Base Calculation. The calculation by the
Borrower of the Borrowing Base and the valuation thereunder is complete and
accurate in all respects.

          SECTION 9. Affirmative Covenants.

          Each Credit Agreement Party hereby covenants and agrees that as of the
Effective Date and thereafter for so long as this Agreement is in effect and
until the Total Commitment and all Letters of Credit have been terminated, and
the Loans, Notes and Unpaid Drawings, together with interest, Fees and all other
Obligations (other than any indemnities described in Section 13.13 which are not
then due and payable) incurred hereunder, are paid in full:


                                      -109-



          9.01. Information Covenants. Holdings or the Borrower will furnish, or
will cause to be furnished, to the Administrative Agent (who shall furnish to
each Lender):

          (a) Monthly Reports. Within 30 days after the end of each Fiscal Month
     of the Borrower (other than the last Fiscal Month of each Fiscal Quarter of
     the Borrower), the balance sheet of the Borrower and its Consolidated
     Subsidiaries (and, if available the Borrower agrees to use its commercially
     reasonable efforts to make same available, of the U.S. Dole Group) as at
     the end of such Fiscal Month and the related consolidated statement of
     income for such Fiscal Month and for the elapsed portion of the Fiscal Year
     ended with the last day of such Fiscal Month.

          (b) Quarterly Financial Statements. Within 3 Business Days following
     the 45th day after the close of the first three quarterly accounting
     periods in each Fiscal Year of the Borrower (i) (x) the consolidated
     balance sheet of the Borrower and its Consolidated Subsidiaries as at the
     end of such quarterly accounting period and the related consolidated
     statements of income and of cash flows for such quarterly accounting period
     and for the elapsed portion of the Fiscal Year ended with the last day of
     such quarterly accounting period, in each case setting forth comparative
     figures for the corresponding quarterly accounting period in the prior
     Fiscal Year and the budgeted figures for such quarterly period as set forth
     in the respective financial projections theretofore delivered pursuant to
     Section 9.01(d), (y) the consolidated balance sheet of each Business
     Segment as at the end of such quarterly accounting period and the related
     consolidated statement of income of such Business Segment for such
     quarterly accounting period and for the elapsed portion of the Fiscal Year
     ended with the last day of such quarterly accounting period, in each case
     setting forth comparative figures for the corresponding quarterly
     accounting period in the prior Fiscal Year, and (z) the consolidated
     balance sheets of the U.S. Dole Group and the Non-U.S. Dole Group as at the
     end of such quarterly accounting period and the related consolidated
     statements of income of each such group for such quarterly accounting
     period and for the elapsed portion of the Fiscal Year ended with the last
     day of such quarterly accounting period, all of the foregoing of which
     shall be in reasonable detail and, in the case of the financial statements
     described in subclause (x) above, be certified by the senior financial
     officer or other Authorized Officer of Holdings or the Borrower that they
     fairly present in all material respects in accordance with U.S. GAAP the
     financial condition of the Borrower and its Consolidated Subsidiaries as of
     the dates indicated and the results of their operations and/or changes in
     their cash flows for the periods indicated, subject to normal year-end
     audit adjustments and the absence of footnotes and (ii) management's
     discussion and analysis of the important operational and financial
     developments during such quarterly accounting period; provided, however,
     that for any quarterly accounting period for which the Borrower has filed a
     Form 10-Q Report with the SEC and the Chief Financial Officer or other
     Authorized Officer of Holdings has delivered to the Administrative Agent a
     certificate certifying that the Parent Business Condition has been
     satisfied for such quarterly accounting period, the furnishing of (I) the
     Borrower's Form 10-Q Report filed with the SEC for such quarterly
     accounting period and (II) the consolidated balance sheet of each Business
     Segment as at the end of such quarterly accounting period and the related
     consolidated statement of income of such Business Segment for such
     quarterly accounting period, shall satisfy the requirements of subclause
     (i) and (ii) of this Section 9.01(b).


                                      -110-



          (c) Annual Financial Statements. Within 3 Business Days following the
     90th day after the close of each Fiscal Year of the Borrower (or, in the
     case of the Fiscal Year of the Borrower ended December 31, 2005, on the
     date on which the Credit Agreement Parties shall have filed a Form 10-K
     Report with the SEC for such Fiscal Year (and, in any event, no later than
     April 28, 2006)), (i) (x) the consolidated balance sheet of the Borrower
     and its Consolidated Subsidiaries as at the end of such Fiscal Year and the
     related consolidated statements of income and stockholders' equity and of
     cash flows for such Fiscal Year and setting forth comparative consolidated
     figures for the preceding Fiscal Year and comparable budgeted figures for
     such Fiscal Year as set forth in the respective financial projections
     delivered pursuant to Section 9.01(d), (y) the consolidated balance sheet
     of each Business Segment as at the end of such Fiscal Year and the related
     consolidated statements of income of each Business Segment for such Fiscal
     Year and setting forth comparative consolidated figures for the preceding
     Fiscal Year and (z) the consolidated balance sheet of each of the U.S. Dole
     Group and the Non-U.S. Dole Group as at the end of such Fiscal Year and the
     related consolidated statements of income of each such group for such
     Fiscal Year and setting forth comparative consolidated figures for the
     preceding Fiscal Year, (ii) in the case of the financial statements
     referred to in subclause (i)(x) above (except for such comparable budgeted
     figures), together with a certification by Deloitte & Touche LLP or such
     other independent certified public accountants of recognized national
     standing as shall be acceptable to the Administrative Agent, in each case
     to the effect that (I) such statements fairly present in all material
     respects the financial condition of the Borrower and its Consolidated
     Subsidiaries as of the dates indicated and the results of their operations
     and changes in financial position for the periods indicated in conformity
     with U.S. GAAP applied on a basis consistent with prior years and (II) in
     the course of its regular audit of the business of the Borrower and its
     Consolidated Subsidiaries, which audit was conducted in accordance with
     U.S. GAAP (and made without qualification or expression of uncertainty, in
     each case as to going concern), no Default or Event of Default which has
     occurred and is continuing has come to their attention or, if such a
     Default or an Event of Default has come to their attention, a statement as
     to the nature thereof, and (iii) management's discussion and analysis of
     the important operational and financial developments during such Fiscal
     Year; provided, however, that for any Fiscal Year for which the Borrower
     has filed a Form 10-K Report with the SEC and the Chief Financial Officer
     or other Authorized Officer of Holdings has delivered to the Administrative
     Agent a certificate (x) certifying that the Parent Business Condition has
     been satisfied during such Fiscal Year and (y) setting forth the aggregate
     amount of Dividends paid to Intermediate Holdco by the Borrower during such
     Fiscal Year pursuant to Sections 10.06(iii), (iv), (v) and (ix), the
     furnishing of (I) the Borrower's Form 10-K Report filed with the SEC for
     such Fiscal Year and (II) the consolidated balance sheet of each Business
     Segment as at the end of such Fiscal Year and the related consolidated
     statement of income of such Business Segment for such Fiscal Year, shall
     satisfy the requirements of subclause (i) and (iii) of this Section
     9.01(c).

          (d) Financial Projections, etc. Not more than 60 days after the
     commencement of each Fiscal Year of the Borrower, financial projections in
     form reasonably satisfactory to the Administrative Agent (including
     projected statements of income, sources and uses of cash and balance
     sheets, taking into account any Significant Asset


                                     -111-



     Sales intended to be consummated during such Fiscal Year) prepared by the
     Borrower (i) for the four Fiscal Quarters of such Fiscal Year prepared in
     detail and (ii) for each of the immediately succeeding two Fiscal Years
     prepared in summary form, in each case, on a consolidated basis, for the
     Borrower and its Consolidated Subsidiaries and setting forth, with
     appropriate discussion, the principal assumptions upon which such financial
     projections are based.

          (e) Officer's Certificates. At the time of the delivery of the
     financial statements provided for in Sections 9.01(a), (b) and (c), (with
     respect to clause (c) for each Fiscal Year ended on or after the Initial
     Borrowing Date), a certificate of the Chief Financial Officer or other
     Authorized Officer of the Borrower to the effect that no Default or Event
     of Default exists or, if any Default or Event of Default does exist,
     specifying the nature and extent thereof, which certificate shall (i) if
     delivered in connection with the financial statements required by Section
     9.01(a) or (b), (x) set forth in reasonable detail the calculations
     required to establish whether Holdings and its Subsidiaries were in
     compliance with the provisions of Sections 5.02, 10.02, 10.04, 10.05, 10.06
     and 10.08 (whether or not a Compliance Period is then in effect) and (y)
     the calculation of the Senior Secured Leverage Ratio as at the end of such
     Fiscal Quarter or Fiscal Year of the Borrower, as the case may be, (ii) if
     delivered with the financial statements required by Section 9.01(b), set
     forth in reasonable detail (x) the amount of (and the calculations required
     to establish the amount of) Excess Cash Flow and Adjusted Excess Cash Flow
     for the respective Excess Cash Flow Payment Period and (y) the amount
     required to be paid pursuant to Section 4.02(f) on the relevant Excess Cash
     Payment Date, and (iii) certify that there have been no changes to Annexes
     A through G of the Security Agreement, Annexes A through G of the Pledge
     Agreement and the annexes or schedules to any other Security Document, in
     each case since the Initial Borrowing Date or, if later, since the date of
     the most recent certificate delivered pursuant to this Section 9.01(e), or
     if there have been any such changes, a list in reasonable detail of such
     changes (but, in each case with respect to this clause (iii), only to the
     extent that such changes are required to be reported to the Collateral
     Agent pursuant to the terms of such Security Documents) and whether the
     Credit Agreement Parties and the other Credit Parties have otherwise taken
     all actions required to be taken by them pursuant to such Security
     Documents in connection with any such changes.

          (f) Notice of Default or Litigation. Promptly, and in any event within
     five Business Days after a Senior Officer obtains knowledge thereof, notice
     of (i) the occurrence of any event which constitutes a Default or an Event
     of Default, which notice shall specify the nature and period of existence
     thereof and what action Holdings or such Subsidiary proposes to take with
     respect thereto, (ii) any litigation or proceeding pending or threatened
     (x) against Holdings or any of its Subsidiaries which has had, or could
     reasonably be expected to have, a Material Adverse Effect or (y) with
     respect to the Term Credit Agreement, any Existing Senior Notes Document,
     any Intermediate Holdco Credit Document or, on and after the execution and
     delivery thereof any Permitted Senior Notes Document or any Permitted
     Refinancing Senior Notes Document, (iii) any Material Governmental
     Investigation pending or threatened against Holdings or any of its
     Subsidiaries and (iv) any other event, change or circumstance which has
     had, or could reasonably be expected to have, a Material Adverse Effect.


                                     -112-



          (g) Management Letters. Promptly upon receipt thereof, a copy of any
     "management letter" submitted to Holdings or any of its Subsidiaries by its
     independent accountants in connection with any annual, interim or special
     audit made by them of the financial statements of Holdings or any of its
     Subsidiaries and management's responses thereto.

          (h) Environmental Matters. Within five Business Days after a Senior
     Officer obtains knowledge of any of the following (but only to the extent
     that any of the following, either individually or in the aggregate, has
     had, or could reasonably be expected to have, (a) a Material Adverse Effect
     or (b) a remedial cost to Holdings or any of its Subsidiaries in excess of
     $15,000,000), written notice of:

               (i) any pending or threatened Environmental Claim against
          Holdings or any of its Subsidiaries or any Real Property owned, leased
          or operated by Holdings or any of its Subsidiaries;

               (ii) any condition or occurrence on any Real Property owned,
          leased or operated by Holdings or any of its Subsidiaries that (x)
          results in noncompliance by Holdings or any of its Subsidiaries with
          any applicable Environmental Law or (y) could reasonably be
          anticipated to form the basis of an Environmental Claim against
          Holdings or any of its Subsidiaries or any such Real Property;

               (iii) any condition or occurrence on any Real Property owned,
          leased or operated by Holdings or any of its Subsidiaries that could
          reasonably be anticipated to cause such Real Property to be subject to
          any restrictions on the ownership, lease, occupancy, use or
          transferability by Holdings or such Subsidiary, as the case may be, of
          its interest in such Real Property under any Environmental Law; and

               (iv) the taking of any removal or remedial action in response to
          the actual or alleged presence of any Hazardous Material on any Real
          Property owned, leased or operated by Holdings or any of its
          Subsidiaries.

All such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or removal or remedial action and Holdings'
response or proposed response thereto. In addition, the Borrower agrees to
provide the Lenders (by delivery to the Administrative Agent) with copies of
such detailed reports relating to any of the matters set forth in clauses
(i)-(iv) above as may reasonably be requested by the Administrative Agent or any
Lender.

          (i) Reports. Within 3 Business Days following transmission thereof,
     copies of any filings and registrations with, and reports to, the SEC by
     Holdings or any of its Subsidiaries and copies of all financial statements,
     proxy statements, notices and reports as Holdings or any of its
     Subsidiaries shall send generally to the holders of Indebtedness or
     (following the public issuance of Equity Interests of Holdings or any of
     its Subsidiaries) their Equity Interests in their capacity as such holders
     (to the extent not theretofore delivered to the Lenders pursuant to this
     Agreement).


                                     -113-



          (j) New Subsidiaries; etc. Within 3 Business Days after the 45th day
     following the close of each of the first three Fiscal Quarters of each
     Fiscal Year of Holdings and within 3 Business Days after the 45th day
     following the close of each Fiscal Year of Holdings, (x) a list showing
     each Subsidiary of Holdings established, created or acquired during the
     respective Fiscal Quarter or Fiscal Year, and each Subsidiary which has had
     any Equity Interests transferred during the respective Fiscal Quarter or
     Fiscal Year (in each case describing in reasonable detail the respective
     transfer of Equity Interests), in each case naming the direct owner of all
     Equity Interests in such Subsidiary and describing such Equity Interests in
     reasonable detail, and certifying that each such Subsidiary, and each
     Credit Party which owns any Equity Interests therein, has taken all
     actions, if any, required pursuant to Sections 9.11 and 10.13 and the
     relevant Security Documents and certifying Holdings' compliance with the
     provisions of Section 9.17, and (y) a list of each Domestic Subsidiary of
     Holdings, if any, which has not been transferred to Holdings or one or more
     Domestic Subsidiary of Holdings pursuant to the requirements of Section
     9.17(a) (by virtue of the first proviso to the second sentence of said
     Section 9.17(a)), and specifically stating the reasons therefor.

          (k) Annual Meetings with Lenders. At the request of the Administrative
     Agent, Holdings shall, within 120 days after the close of each Fiscal Year
     of the Borrower, hold a meeting (which may be by conference call or
     teleconference), at a time and place selected by Holdings and reasonably
     acceptable to the Administrative Agent, with all of the Lenders that choose
     to participate, to review the financial results of the previous Fiscal Year
     and the financial condition of the Borrower and its Subsidiaries and the
     budgets presented for the current Fiscal Year of the Borrower and its
     Subsidiaries.

          (l) Notice of Mandatory Repayments. On or prior to the date of any
     prepayment of the loans pursuant to Sections 5.02(c) through (f),
     inclusive, Holdings or the Borrower shall provide written notice of the
     amount of the respective repayment and the calculations therefor (in
     reasonable detail).

          (m) Compliance with Section 13.19. On or prior to the 90th day after
     the Initial Borrowing Date, an appropriate officer in the legal department
     of Holdings or the Borrower shall provide a written certification of
     compliance with all post-closing requirements set forth in Section 13.19
     (including those actions required pursuant to Schedule XII), specifically
     listing any items where such compliance has not yet occurred (and, with
     respect to any such items where compliance has not yet occurred, stating
     the time frame in which it is expected that such actions shall be taken and
     the reasons such actions have not been completed). Without excusing any
     failure to comply with Section 13.19, if the certification provided above
     does not establish complete compliance with all requirements of Section
     13.19 (and Schedule XII), Holdings or the Borrower shall cause an
     appropriate officer in its legal department to furnish monthly updates
     thereafter, in each case showing in reasonable detail all compliances (and
     any non- compliances) with the requirements of Section 13.19. Such
     certifications shall no longer be required after the date upon which
     Holdings or the Borrower certifies that all actions required be taken
     pursuant to Section 13.19 (and Schedule XII) have been completed.


                                     -114-



          (n) Hedging Agreements. At the time of the delivery of the financial
     statements provided for in Section 9.01(c), a schedule of all Interest Rate
     Protection Agreements and Other Hedging Agreements entered into by Holdings
     or any of its Subsidiaries with any Lender and/or any of its affiliates.

          (o) Borrowing Base Certificate. (w) On the Initial Borrowing Date, (x)
     not later than 5:00 P.M. (New York time) on the forty-fifth day following
     the end of the first Fiscal Month of the Borrower following the Closing
     Date, (y) not later than 5:00 P.M. (New York time) on the fifteenth
     Business Day following the end of each Fiscal Month of the Borrower
     thereafter and (z) during the continuance of a Borrowing Availability
     Limitation, not later than 5:00 p.m. (New York time) on the fifth Business
     Day after the end of each fiscal week of the Borrower (or at such other
     times as the Administrative Agent may request), a borrowing base
     certificate setting forth the Borrowing Base (with supporting calculations)
     substantially in the form of Exhibit M (each, a "Borrowing Base
     Certificate"), which shall be prepared (A) as of the end of the first
     Fiscal Month of 2006 in the case of the Initial Borrowing Base Certificate
     and (B) as of the last Business Day of fiscal month or week, as the case
     may be, of the Borrower in the case of each subsequent Borrowing Base
     Certificate (it being understood, however, that any Eligible Accounts
     reflected in any Borrowing Base Certificate may be as of the last Business
     Day of fiscal month or week, as the case may be, of the Borrower) provided,
     that, upon the occurrence and continuation of a Default or an Event of
     Default or if otherwise required by Administrative Agent in its Permitted
     Discretion, such Borrowing Base Certificates and any additional schedules
     and other information shall be delivered as often as reasonably requested
     by Administrative Agent. Each such Borrowing Base Certificate shall include
     such supporting information as may be requested from time to time by the
     Administrative Agent.

          (p) Field Examinations; Appraisals. Once during each Fiscal Year of
     Holdings and, at any time a Default, or Event of Default or Borrowing
     Availability Limitation exists, at such other times as the Administrative
     Agent may request, (x) an appraisal of the Inventory of the Borrower and
     its Subsidiaries and (y) a collateral examination of the Inventory and
     receivables of the Borrower and its Subsidiaries, in each case, in scope,
     and from a third-party appraiser and a third-party consultant,
     respectively, satisfactory to the Collateral Agent and completed at the
     cost and expense of the Borrower.

          (q) Other Information. From time to time, such other information or
     documents (financial or otherwise) with respect to Holdings or its
     Subsidiaries as the Administrative Agent or any Lender may reasonably
     request.

          9.02. Books, Records and Inspections. Each Credit Agreement Party
will, and will cause each of its Subsidiaries to, keep proper books of record
and accounts in which full, true and correct entries which permit the
preparation of financial statements in accordance with U.S. GAAP and which
conform to all requirements of law, shall be made of all dealings and
transactions in relation to its business and activities. Each Credit Agreement
Party will, and will cause each of its Subsidiaries to, permit officers and
designated representatives of the Administrative Agent or, if any Specified
Default or, any Event of Default then exists, any


                                     -115-



Lender, to visit and inspect, under guidance of officers of such Credit
Agreement Party or such Subsidiary, any of the properties of such Credit
Agreement Party or such Subsidiary, and to examine the books of account of such
Credit Agreement Party or such Subsidiary and discuss the affairs, finances and
accounts of such Credit Agreement Party or such Subsidiary with, and be advised
as to the same by, its and their officers and independent accountants, all upon
reasonable prior notice and at such reasonable times and intervals and to such
reasonable extent as the Administrative Agent or such Lender may reasonably
request.

          9.03. Insurance. (a) Each Credit Agreement Party will, and will cause
each of its Subsidiaries to, (i) maintain, with financially sound and reputable
insurance companies, insurance on all its property in at least such amounts and
against at least such risks as is consistent and in accordance with industry
practice and (ii) furnish to the Administrative Agent, upon request by the
Administrative Agent or any Lender, full information as to the insurance
carried. Such insurance shall in any event include physical damage insurance on
all real and personal property (whether now owned or hereafter acquired) on an
all risk basis and business interruption insurance.

          (b) Each Credit Agreement Party will, and will cause each of its
Subsidiaries to, at all times keep the respective property of such Credit
Agreement Party and its Subsidiaries insured in favor of the Collateral Agent,
and all policies or certificates with respect to such insurance (and any other
insurance maintained by, or on behalf of, any Credit Agreement Party or any of
its Subsidiaries) (i) shall be endorsed to the Collateral Agent's satisfaction
for the benefit of the Collateral Agent (including, without limitation, by
naming the Collateral Agent as certificate holder, mortgagee and loss payee with
respect to real property, certificate holder and loss payee with respect to
personal property, additional insured with respect to general liability and
umbrella liability coverage and certificate holder with respect to workers'
compensation insurance), (ii) shall state that such insurance policies shall not
be canceled or materially changed without at least 30 days' prior written notice
thereof by the respective insurer to the Collateral Agent and (iii) shall be
deposited with the Collateral Agent.

          (c) If any Credit Agreement Party or any of its Subsidiaries shall
fail to maintain all insurance in accordance with this Section 9.03, or if any
Credit Agreement Party or any of its Subsidiaries shall fail to so name the
Collateral Agent as an additional insured, mortgagee or loss payee, as the case
may be, or so deposit all certificates with respect thereto, the Administrative
Agent and/or the Collateral Agent shall have the right (but shall be under no
obligation), upon ten Business Days' notice to Holdings or the Borrower, to
procure such insurance, and the Credit Agreement Parties agree jointly and
severally to reimburse the Administrative Agent or the Collateral Agent, as the
case may be, for all costs and expenses of procuring such insurance.

          9.04. Payment of Taxes. Each Credit Agreement Party will pay and
discharge, and will cause each of its Subsidiaries to pay and discharge, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any properties belonging to it, in each case on a
timely basis, and all lawful claims which, if unpaid, might become a lien or
charge upon any properties of the Credit Agreement Parties or any of their
Subsidiaries not otherwise permitted under Section 10.03(i); provided that no
Credit Agreement Party or any of its Subsidiaries shall be required to pay any
such tax, assessment,


                                     -116-



charge, levy or claim which is being contested in good faith and by proper
proceedings if it has maintained adequate reserves with respect thereto in
accordance with U.S. GAAP.

          9.05. Existence; Franchises. Each Credit Agreement Party will do, and
will cause each of its Subsidiaries to do, or cause to be done, all things
necessary to preserve and keep in full force and effect its existence and its
material rights, franchises, authorities to do business, licenses,
certifications, accreditations and patents; provided, however, that nothing in
this Section 9.05 shall prevent (i) sales of assets and other transactions by
Holdings or any of its Subsidiaries in accordance with Section 10.02, (ii) the
withdrawal by Holdings or any of its Subsidiaries of its qualification as a
foreign corporation, partnership or limited liability company, as the case may
be, in any jurisdiction where such withdrawal could not, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect or
(iii) the dissolution of the Excluded Domestic Subsidiary or any Excluded
Foreign Subsidiary.

          9.06. Compliance with Statutes; etc. (a) Each Credit Agreement Party
will, and will cause each of its Subsidiaries to, comply with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except for such noncompliances as,
individually or in the aggregate, have not had, and could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

          (b) Within 5 Business Days after each Credit Agreement Party is
required by applicable law, statute, rule or regulation, such Credit Agreement
Party shall file (or cause to be filed) with the SEC all reports, financial
information and certifications required by applicable law, statute, rule or
regulation.

          9.07. Compliance with Environmental Laws. (a) (i) Each Credit
Agreement Party will comply, and will cause each of its Subsidiaries to comply,
in all material respects with all Environmental Laws applicable to the ownership
or use of its Real Property and vessels now or hereafter owned, leased or
operated by such Credit Agreement Party or any of its Subsidiaries, will
promptly pay or cause to be paid all costs and expenses incurred in connection
with such compliance, and will keep or cause to be kept all such Real Property
and vessels free and clear of any Liens imposed pursuant to such Environmental
Laws and (ii) neither any Credit Agreement Party nor any of its Subsidiaries
will generate, use, treat, store, Release or dispose of, or permit the
generation, use, treatment, storage, Release or disposal of, Hazardous Materials
on any Real Property or vessels owned, leased or operated by such Credit
Agreement Party or any of its Subsidiaries, or transport or permit the
transportation of Hazardous Materials to or from any such Real Property, except
as required in the ordinary course of business of Holdings and its Subsidiaries
as conducted on the Original Effective Date and as allowed by (and in compliance
with) applicable law or regulation and except for any failures to comply with
the requirements specified in clause (i) or (ii) above, which, either
individually or in the aggregate, have not had, and could not reasonably be
expected to have, a Material Adverse Effect. If Holdings or any of its
Subsidiaries, or any tenant or occupant of any Real Property or vessel owned,
leased or operated by Holdings or any of its Subsidiaries, causes or permits any
intentional or unintentional act or omission resulting in the presence or
Release of any Hazardous Material (except in compliance with applicable
Environmental Laws), each Credit Agreement Party agrees to undertake, and/or to
cause any of its Subsidiaries, tenants or occupants to undertake, at


                                     -117-



their sole expense, any clean up, removal, remedial or other action required
pursuant to Environmental Laws to remove and clean up any Hazardous Materials
from any Real Property or vessel except where the failure to do so has not had,
and could not reasonably be expected to have, a Material Adverse Effect.

          (b) At the written request of the Administrative Agent or the Required
Lenders, which request shall specify in reasonable detail the basis therefor
(which may not simply be a desire for periodic review), at any time and from
time to time, the Credit Agreement Parties will provide, at their sole cost and
expense, an environmental site assessment report concerning any Real Property
now or hereafter owned, leased or operated by Holdings or any of its
Subsidiaries, prepared by an environmental consulting firm reasonably approved
by the Administrative Agent, addressing the matters which gave rise to such
request and estimating the potential costs of any removal, remedial or other
corrective action in connection with any such matter. If a Credit Agreement
Party fails to provide the same within 45 days after such request was made, the
Administrative Agent may order the same, and the Credit Agreement Parties shall
grant and hereby do grant, to the Administrative Agent and the Lenders and their
agents, access to such Real Property and specifically grant the Administrative
Agent and the Lenders and their agents an irrevocable non-exclusive license,
subject to the right of tenants, to undertake such an assessment, all at the
Credit Agreement Parties' joint and several expense.

          9.08. ERISA. As soon as possible and, in any event, within twenty (20)
Business Days after Holdings, any Subsidiary of Holdings or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, Holdings
will deliver to the Administrative Agent written notice of the chief financial
officer, vice president of human resources or other Authorized Officer of the
Borrower setting forth, to the extent known, and in reasonable detail, such
occurrence and the action, if any, that Holdings, such Subsidiary or such ERISA
Affiliate is required or proposes to take, together with any notices required or
proposed to be given to or filed by Holdings, such Subsidiary, the Plan
administrator or such ERISA Affiliate to or with, the PBGC or any other
governmental agency, or a Plan or Multiemployer Plan participant, and any
notices received by Holdings, such Subsidiary or ERISA Affiliate from the PBGC
or other governmental agency or a Plan or Multiemployer Plan participant or the
Plan administrator with respect thereto: that a Reportable Event has occurred
(except to the extent that Holdings has previously delivered to the
Administrative Agent a notice (if any) concerning such event pursuant to the
next clause hereof); that a contributing sponsor (as defined in Section
4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the
advance reporting requirement of PBGC Regulation Section 4043.61 (without regard
to subparagraph (b)(1) thereof), and an event described in subsection .62, .63,
..64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected
to occur with respect to such Plan within the following 30 days; that an
accumulated funding deficiency, within the meaning of Section 412 of the Code or
Section 302 of ERISA, has been incurred or an application may be or has been
made for a waiver or modification of the minimum funding standard (including any
required installment payments) or an extension of any amortization period under
Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan;
that any contribution required to be made with respect to a Plan or
Multiemployer Plan or Foreign Pension Plan has been made more than sixty (60)
days late; that a Plan or Multiemployer Plan has been or may be involuntarily
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; that a Plan or Multiemployer Plan has a material Unfunded Current
Liability; that involuntary proceedings


                                     -118-



may be or have been instituted to terminate or appoint a trustee to administer a
Plan which is subject to Title IV of ERISA; that an involuntary proceeding has
been instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan or Multiemployer Plan; that Holdings, any Subsidiary of
Holdings or any ERISA Affiliate will or may incur any material liability
(including any indirect, contingent, or secondary liability) to or on account of
the termination of or withdrawal from a Plan or Multiemployer Plan under Section
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan or
Multiemployer Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or
Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan
(as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under
Section 4980B of the Code; or that Holdings or any Subsidiary of Holdings may
incur any liability pursuant to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) that provides benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or any Plan or
any Foreign Pension Plan in addition to the liability that existed on the
Effective Date pursuant to any such plan or plans by an amount that would be
material to Holdings or any Subsidiary of Holdings. To the extent that the
financial statements set forth with particularity a liability for which notice
would otherwise be required to be given hereunder, a separate notice thereof
shall not be required hereunder. At the request of the Administrative Agent,
Holdings and the Borrower will deliver to the Administrative Agent copies of any
records, documents or other information that must be furnished to the PBGC with
respect to any Plan pursuant to Section 4010 of ERISA. Holdings and the Borrower
will also deliver upon written request to the Administrative Agent a complete
copy of the annual report (on Internal Revenue Service Form 5500-series) of each
Plan (including, to the extent required, the related financial and actuarial
statements and opinions and other supporting statements, certifications,
schedules and information) required to be filed with the Internal Revenue
Service. In addition to any notices delivered to the Administrative Agent
pursuant to the first sentence hereof, copies of annual reports and any records,
documents or other information required to be furnished to the PBGC or any other
government agency, and any material notices received by Holdings, any Subsidiary
of Holdings or any ERISA Affiliate with respect to any Plan or Foreign Pension
Plan or received from any government agency or plan administrator or sponsor or
trustee with respect to any Multiemployer Plan, shall, upon request of the
Administrative Agent, be delivered to the Administrative Agent no later than
twenty (20) Business Days after the date of such request. Holdings and each of
its applicable Subsidiaries shall ensure that all Foreign Pension Plans
administered by it or into which it makes payments obtain or retain (as
applicable) registered status under and as required by applicable law and is
administered in a timely manner in all respects in compliance with all
applicable laws except where the failure to do any of the foregoing has not had,
and could not reasonably be expected to have, a Material Adverse Effect.

          9.09. Good Repair. Each Credit Agreement Party will, and will cause
each of its Subsidiaries to, ensure that its material properties and equipment
required to be used in its business are kept in reasonably good repair, working
order and condition, ordinary wear and tear excepted, and that from time to time
there are made in such properties and equipment all needful and proper repairs,
renewals, replacements, extensions, additions, betterments and improvements
thereto, to the extent and in the manner useful or customary for companies in
similar businesses.

          9.10. End of Fiscal Years; Fiscal Quarters. Each Credit Agreement
Party will cause (i) each of its, and each of its Subsidiaries', fiscal years to
end on the Saturday closest to


                                     -119-



December 31 of each calendar year and (ii) each of its, and each of its
Subsidiaries', fiscal quarters to end on the last day of each period described
in the definition of "Fiscal Quarter"; provided that Foreign Subsidiaries of
Holdings (other than the Bermuda Company and the Bermuda Partnership) shall not
be required to maintain the fiscal year and fiscal quarter ends described above
if it is not practicable for such Foreign Subsidiary to maintain same as a
result of foreign statutes, rules or law applicable to such Foreign Subsidiary.

          9.11. Additional Security; Additional Guaranties; Actions with Respect
to Non-Guarantor Subsidiaries; Further Assurances. (a) Each Credit Agreement
Party will, and will cause its Subsidiaries which are Credit Agreement Parties
or Subsidiary Guarantors to, grant to the Collateral Agent security interests
and mortgages (each, an "Additional Mortgage") in: (i) each vessel acquired by
such Person after the Initial Borrowing Date and having a value (for such
purpose, using the initial purchase price paid by such Person for such vessel)
in excess of $5,000,000, (ii) such fee-owned (or the equivalent) Real Property
acquired by such Person after the Initial Borrowing Date and having a value (for
such purpose, using the initial purchase price paid by such Person for such Real
Property) in excess of $10,000,000 which is not covered by the original
Mortgages, and (iii) such Leasehold Properties to which a respective landlord
has granted its consent to the delivery of a Mortgage over such Leasehold
Properties (each such Real Property referred to in preceding clause (ii) and
this clause (iii), an "Additional Mortgaged Property"); provided, however, that
if the aggregate value of all Second-Tier Material Real Properties (for such
purpose, using the initial purchase price paid by such Person for the respective
Second-Tier Material Real Property) acquired by such Persons after the Initial
Borrowing Date which are not then covered by Mortgages, equals or exceeds
$20,000,000, each Credit Agreement Party and each Subsidiary Guarantor shall
grant to the Collateral Agent security interests and mortgages in all such
Second-Tier Material Real Properties owned by any such Person which are not then
covered by Mortgages (and not just those required to reduce the aggregate value
of all Second-Tier Material Real Properties (determined as provided above) at
such time below $20,000,000). All such Additional Mortgages shall be granted
pursuant to documentation substantially in the form of a relevant existing
Mortgage or in such other form as is reasonably satisfactory to the
Administrative Agent. All such Additional Mortgages shall constitute valid and
enforceable Second Priority Liens, superior to and prior to the rights of all
third Persons and subject to no other Liens (except as are permitted by Section
10.03), in favor of the Collateral Agent (or such other trustee or subagent as
may be required or desired under local law). The Additional Mortgages or
instruments related thereto shall be duly recorded or filed in such manner and
in such places as are required by law to create, maintain, effect, perfect,
preserve, maintain and protect the Liens in favor of the Collateral Agent
required to be granted pursuant to the Additional Mortgages and all taxes, fees
and other charges payable in connection therewith shall be paid in full.

          (b) Each Credit Agreement Party will, and will cause each of its
Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file
and/or deliver to the Collateral Agent from time to time such vouchers,
invoices, schedules, confirmatory assignments, confirmatory conveyances,
financing statements, transfer endorsements, confirmatory powers of attorney,
certificates, reports and other assurances or confirmatory instruments and take
such further steps relating to the Collateral covered by any of the Security
Documents as the Collateral Agent may reasonably require pursuant to this
Section 9.11. Furthermore, each Credit Agreement Party will cause to be
delivered to the Collateral Agent such opinions of counsel and


                                     -120-



other related documents as may be reasonably requested by the Collateral Agent
to assure itself that this Section 9.11 has been complied with.

          (c) Subject to the provisions of following clauses (g) and (h), if at
any time any Domestic Subsidiary of the Borrower is created, established or
acquired, such Subsidiary shall be required to execute and deliver counterparts
of the Subsidiaries Guaranty, the Intercompany Subordination Agreement, the
Intercreditor Agreement and such Security Documents as would have been entered
into by the respective Subsidiary if same had been a Subsidiary Guarantor on the
Initial Borrowing Date, and in each case shall take all action in connection
therewith as would otherwise have been required to be taken pursuant to Section
6 herein if such Subsidiary had been a Subsidiary Guarantor on the Initial
Borrowing Date.

          (d) In addition to the requirements contained in the Pledge
Agreements, each Credit Agreement Party agrees to pledge and deliver, or cause
to be pledged and delivered, all of the Equity Interests owned by any Credit
Party of each new Unrestricted Subsidiary of Holdings established or created
(and each Subsidiary of Holdings which becomes an Unrestricted Subsidiary) after
the Initial Borrowing Date to the Collateral Agent for the benefit of the
Secured Creditors pursuant to the Pledge Agreements, provided that, subject to
the provisions of Section 9.12, in the case of any Foreign Unrestricted
Subsidiary that is a corporation (or treated as such for U.S. tax purposes)
which is owned by a Credit Party, not more than 65% of the total outstanding
voting Equity Interests of such Person shall be required to be pledged in
support of such Credit Party's obligations (x) as the Borrower under the Credit
Agreement or (y) under its Guaranty in respect of the Obligations of the
Borrower.

          (e) Following any request by the Administrative Agent or the Required
Lenders, Holdings or any other Credit Party, shall, to the maximum extent
permitted by applicable law (but subject to the proviso to preceding clause (d),
to the extent applicable), (x) grant security interests in such of their
Property (other than Excluded Collateral) as may be requested by the
Administrative Agent or the Required Lenders, as the case may be, in which
perfected security interests do not already exist pursuant to the Security
Documents theretofore executed and delivered and, in connection therewith, the
Credit Agreement Parties shall, or shall cause the relevant Subsidiaries of
Holdings which are Credit Parties to, execute and deliver counterparts of (and
thereby become parties to) the applicable Security Documents and/or Additional
Security Documents, in each case in form and substance reasonably satisfactory
to the Administrative Agent and/or (y) with respect to pledges of Equity
Interests of, or promissory notes issued by, Persons described in Section 13.17,
take such action (including, without limitation, the execution of Additional
Security Documents, the making of filings, etc.) under the local law of the
Person whose Equity Interests or promissory notes are pledged as may be
requested in order to create, preserve, protect or perfect security interests in
such Equity Interests and/or promissory notes.

          (f) The security interests required to be granted pursuant to Sections
9.11(c), (d) and (e) shall be granted pursuant to the respective Security
Documents already executed and delivered by the Credit Parties (or other
security documentation substantially similar to such Security Documents or
otherwise reasonably satisfactory in form and substance to the Collateral Agent)
and shall constitute valid and enforceable first priority perfected security
interests prior to the rights of all third Persons and subject to no other Liens
(other than Permitted Liens). The


                                     -121-



Credit Agreement Parties shall (or shall cause their respective Subsidiaries),
(i) at their own expense, to (x) execute, acknowledge and deliver, or cause the
execution, acknowledgment and delivery of, and thereafter register, file or
record in any appropriate governmental office, any document or instrument
reasonably deemed by the Collateral Agent to be necessary or desirable for the
creation, perfection, maintenance, preservation and protection of the Liens on
its assets intended to be created pursuant to the relevant Security Documents
and (y) take all other actions reasonably requested by the Collateral Agent
(including, without limitation, the furnishing of legal opinions) in connection
with the granting of the security interests required pursuant to Sections
9.11(c), (d) and (e) and (ii) pay in full all taxes, fees and other charges
payable in connection with the granting of the security interests required
pursuant to Sections 9.11(c), (d) and (e).

          (g) Each Credit Agreement Party agrees that each action required above
by Section 9.11(a) or (b) shall be completed as soon as possible, but in no
event later than 90 days (or, in the case of actions relating to assets located
outside the United States, such greater number of days (not to exceed 120 days)
as the Administrative Agent shall agree to in its sole and absolute discretion
in any given case) after such action is requested to be taken by the
Administrative Agent or the Required Lenders. Each Credit Agreement Party
further agrees that (x) each action required above by Section 9.11(c), (d) and
(f) with respect to a newly formed, created or acquired Domestic Subsidiary,
shall be completed contemporaneously with the formation, creation or acquisition
of such Domestic Subsidiary, (provided that (x) the Credit Documents required to
be executed and delivered pursuant to Section 9.11(c) by such newly formed,
created or acquired Domestic Subsidiary shall not be required to be so executed
and delivered until 45 days after the formation, creation or acquisition of such
Subsidiary, (y) in the case of a Shell Corporation formed, created or
established by the Borrower or any of its Subsidiaries, such actions shall not
be required to be taken (so long as same remains a Shell Corporation) until 60
days after the formation, creation or establishment of such Shell Corporation
and (z) all actions required to be taken pursuant to the last sentence of
Section 9.11(c) and Section 9.11(e) shall be taken as promptly as practicable,
and in any event within 45 days, after Holdings or the Borrower receives the
respective request from the Administrative Agent or the Required Lenders.

          (h) Notwithstanding anything to the contrary contained in clauses (c)
through (g) above, to the extent the taking of any action as described above by
a new Subsidiary acquired pursuant to a Permitted Acquisition, which is subject
to Permitted Acquired Debt which at such time remains in existence as permitted
by Section 10.04(b)(vi), then to the extent that the terms of the respective
Permitted Acquired Debt prohibit the taking of any actions which would otherwise
be required of such Subsidiary by this Section 9.11, then the time for taking
the respective actions (to the extent prohibited by the terms of the respective
Permitted Acquired Debt) shall be extended until 10 Business Days after the
earlier of (i) the date of repayment of such Permitted Acquired Debt and (ii)
the first date on which the taking of such actions would not violate the terms
of the respective issue of Permitted Acquired Debt. To the extent the terms of
any Permitted Acquired Debt prohibits the taking of actions otherwise required
by this Section 9.11, upon the request of the Administrative Agent or the
Required Lenders, each Credit Agreement Party shall, or shall cause the
respective Subsidiaries of Holdings to, (x) prepay any such Permitted Acquired
Debt which is permitted to be prepaid and/or (y) use reasonable efforts to
obtain such consents or approvals as are needed so that the taking of the
actions otherwise


                                     -122-



specified in this Section 9.11 would not violate the terms of the respective
issue of Permitted Acquired Debt. Furthermore, to the extent any Subsidiary
which is not a Wholly-Owned Subsidiary is acquired pursuant to a Permitted
Acquisition (in accordance with the limitations contained in the definition
thereof), then for so long as such Subsidiary is not a Wholly-Owned Subsidiary,
to the extent Holdings in good faith determines that the respective Subsidiary
is not able, under applicable requirements of law (whether because of fiduciary
duties under applicable law or other requirements of applicable law) to execute
and deliver a Subsidiaries Guaranty or one or more Security Documents, the
respective such Subsidiary shall not be required to become a Subsidiary
Guarantor or execute and deliver such Security Documents as otherwise required
above.

          (i) In the event that the Administrative Agent or the Required Lenders
at any time after the Initial Borrowing Date determine in their reasonable
discretion (whether as a result of a position taken by an applicable bank
regulatory agency or official, or otherwise) that real estate appraisals
satisfying the requirements set forth in 12 C.F.R., Part 34-Subpart C, or any
successor or similar statute, role, regulation, guideline or order (any such
appraisal, a "Required Appraisal") are or were required to be obtained, or
should be obtained, in connection with any Mortgaged Property or Mortgaged
Properties, then, within 90 days after receiving written notice thereof from the
Administrative Agent or the Required Lenders, as the case may be, Holdings shall
cause such Required Appraisal to be delivered, at the expense of Holdings, to
the Administrative Agent, which Required Appraisal, and the respective
appraiser, shall be satisfactory to the Administrative Agent.

          (j) Notwithstanding anything to the contrary contained above in this
Section 9.11 or elsewhere in this Agreement or the other Credit Documents, no
Credit Party shall be required to grant a security interest in, or Lien on, any
Excluded Collateral (so long as the respective Property constitutes Excluded
Collateral), and the value of any Excluded Collateral shall not be taken into
account in making determinations pursuant to the foregoing clauses of this
Section 9.11.

          9.12. Use of Proceeds. Holdings will, and will cause each of its
Subsidiaries to, use the proceeds of the Loans for the purposes specified in
Section 8.05. No Credit Agreement Party will, nor will it permit any of its
Subsidiaries to, use any of the proceeds of the Loans or any Letter of Credit to
finance the acquisition of any Person that has not been approved and recommended
by the board of directors (or functional equivalent thereof) or the requisite
shareholders of such Person.

          9.13. Ownership of Subsidiaries. (a) Notwithstanding anything to the
contrary contained in this Agreement, (w) Holdings shall at all times own
directly 100% of the Equity Interests of Intermediate Holdco, (x) Intermediate
Holdco shall at all times own directly 100% of the capital stock of Corporate
Holdco and the Borrower, (y) the Borrower shall at all times own directly or
indirectly 100% of the capital stock of the Bermuda Company and (z) subject to
the proviso to the first sentence of Section 9.17(a), Holdings shall at all
times own directly or indirectly (through one or more Wholly-Owned Domestic
Subsidiaries (as opposed to through Foreign Subsidiaries)) all of the capital
stock or other Equity Interests (to the extent owned by Holdings or any of its
Subsidiaries) of each Domestic Subsidiary of Holdings.


                                     -123-



          (b) Holdings shall at all times own, directly or indirectly, 100% of
the capital stock or other Equity Interests of its Subsidiaries (except to the
extent (v) with respect to Foreign Subsidiaries, directors' qualifying shares
and other nominal amounts of shares required by applicable law to be held by
Persons (other than directors) are issued from time to time (so long as the
respective Subsidiary continues to constitute a Wholly-Owned Subsidiary of
Holdings), (w) 100% of the capital stock or other Equity Interests of any such
Subsidiary are sold, transferred or otherwise disposed of pursuant to a
transaction permitted by Section 10.02, (x) less than 100% of the capital stock
or other Equity Interests are acquired in the respective Subsidiary pursuant to
a Permitted Acquisition which meets the criteria specified in the definition of
Permitted Acquisition contained herein, (y) such capital stock or other Equity
Interests are acquired pursuant to an Investment permitted by Sections 10.05(xv)
and (xix) or (z) set forth on Schedule IX).

          9.14. Permitted Acquisitions. (a) Subject to the provisions of this
Section 9.14 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time
to time effect Permitted Acquisitions, so long as (in each case except to the
extent the Required Lenders otherwise specifically agree in writing in the case
of a specific Permitted Acquisition): (i) no Default, Event of Default or
Compliance Period shall be in existence at the time of the consummation of the
proposed Permitted Acquisition or immediately after giving effect thereto; (ii)
the Borrower shall have given the Administrative Agent (on behalf of the
Lenders) at least 10 Business Days' prior written notice of the proposed
Permitted Acquisition; (iii) all representations and warranties contained herein
and in the other Credit Documents shall be true and correct in all material
respects with the same effect as though such representations and warranties had
been made on and as of the date of such Permitted Acquisition (both before and
after giving effect thereto), unless stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date; (iv) the Borrower
provides to the Administrative Agent (on behalf of the Lenders) as soon as
available but not later than 5 Business Days after the execution thereof, a copy
of any executed purchase agreement or similar agreement with respect to such
Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and
the payment of all post-closing purchase price adjustments required (in the good
faith determination of Holdings) in connection with such Permitted Acquisition
(and all other Permitted Acquisitions for which such purchase price adjustments
may be required to be made) and all capital expenditures (and the financing
thereof) reasonably anticipated by Holdings to be made in the business acquired
pursuant to such Permitted Acquisition within the 180-day period (such period
for any Permitted Acquisition, a "Post-Closing Period") following such Permitted
Acquisition (and in the businesses acquired pursuant to all other Permitted
Acquisitions with Post-Closing Periods ended during the Post-Closing Period of
such Permitted Acquisition), there shall exist no Compliance Period; (vi) such
proposed Permitted Acquisition shall be effected in accordance with the relevant
requirements of Section 9.17; (vii) the Borrower determines in good faith that
Holdings and its Subsidiaries taken as a whole are not likely to assume or
become liable for material increased contingent liabilities as a result of such
proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be
incurred pursuant to Section 10.04 in connection therewith); (viii)
substantially all of the Acquired Entity or Business acquired pursuant to the
respective Permitted Acquisition is in a Qualified Jurisdiction, provided,
however, the respective proposed Permitted Acquisition shall not be required to
meet the requirements set forth above in this clause (viii) if the Maximum
Permitted Consideration payable in connection with such Permitted Acquisition,
when aggregated with the Maximum


                                     -124-



Permitted Consideration payable in connection with all other Permitted
Acquisitions consummated after the Initial Borrowing Date in which all or
substantially all of the Acquired Entity or Business so acquired were not in
Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower
shall have delivered to the Administrative Agent on the date of the consummation
of such proposed Permitted Acquisition, an officer's certificate executed by an
Authorized Officer of the Borrower, certifying to the best of his knowledge,
compliance with the requirements of preceding clauses (i) through (iii),
inclusive, and clauses (v) through (viii), inclusive, and containing the
calculations required by the preceding clauses (iii) and (viii).

          (b) At the time of each Permitted Acquisition involving the creation
or acquisition of an Unrestricted Subsidiary, or the acquisition of capital
stock or other Equity Interests of any Person (other than a Restricted
Subsidiary of the Borrower), all capital stock or other Equity Interests thereof
created or acquired in connection with such Permitted Acquisition shall be
pledged for the benefit of the Secured Creditors as, and to the extent required
by, Section 9.11 and the relevant Security Documents.

          (c) Each Credit Agreement Party shall cause each Subsidiary that is
formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply
with, and to execute and deliver, all of the documentation required by, Sections
9.11 and 10.13, to the satisfaction of the Administrative Agent.

          (d) The consummation of each Permitted Acquisition shall be deemed to
be a representation and warranty by each Credit Agreement Party that the
certifications by each Credit Agreement Party (or by one or more of its
respective Authorized Officers) pursuant to Section 9.14 are true and correct
and that all conditions thereto have been satisfied and that same is permitted
in accordance with the terms of this Agreement, which representation and
warranty shall be deemed to be a representation and warranty for all purposes
hereunder, including, without limitation, Sections 8 and 11.

          9.15. Maintenance of Company Separateness. Each Credit Agreement Party
will, and will cause each of its Subsidiaries to, satisfy customary Company
formalities, including the holding of regular board of directors' and
shareholders' meetings or action by directors or shareholders without a meeting
and the maintenance of Company records. Neither Holdings nor any other Credit
Party shall make any payment to a creditor of any Non-Guarantor Subsidiary in
respect of any liability of any Non-Guarantor Subsidiary, and no bank account of
any Non-Guarantor Subsidiary shall be commingled with any bank account of
Holdings or any other Credit Party. Any financial statements distributed to any
creditors of any Non-Guarantor Subsidiary shall clearly establish or indicate
the corporate separateness of such Non-Guarantor Subsidiary from Holdings and
its other Subsidiaries. Finally, neither Holdings nor any of its Subsidiaries
shall take any action, or conduct its affairs in a manner, which is likely to
result in the Company existence of any Credit Agreement Party, any other Credit
Party or any Non-Guarantor Subsidiaries being ignored, or in the assets and
liabilities of Holdings or any other Credit Party being substantively
consolidated with those of any other such Person or any Non-Guarantor Subsidiary
in a bankruptcy, reorganization or other insolvency proceeding.


                                     -125-



          9.16. Performance of Obligations. Each Credit Agreement Party will,
and will cause each of its Subsidiaries to, perform all of its obligations under
the terms of each mortgage, deed of trust, indenture, loan agreement or credit
agreement and each other material agreement, contract or instrument by which it
is bound, except such non-performances as, individually or in the aggregate,
have not caused, and could not reasonably be expected to cause, a Default or
Event of Default hereunder or a Material Adverse Effect.

          9.17. Conduct of Business. (a) The Credit Agreement Parties shall take
all actions so that, at all times from and after the Initial Borrowing Date, all
the assets of Holdings and its Subsidiaries located within the United States,
all Equity Interests in all Domestic Subsidiaries or other U.S. Persons and all
or substantially all of the business of Holdings and its Subsidiaries conducted
in the United States, are, in each case, owned or conducted, as the case may be,
by Holdings and one or more Qualified Obligors which are not direct or indirect
Subsidiaries of any Subsidiary of Holdings which is a Foreign Subsidiary,
provided that if a Foreign Subsidiary (not itself created or established in
contemplation of a Permitted Acquisition) is acquired pursuant to a Permitted
Acquisition which Foreign Subsidiary has (either directly or through one or more
Domestic Subsidiaries) assets or operations in the United States, Holdings shall
have a reasonable period of time (not to exceed 60 days) to effect the transfer
of U.S. assets and operations (including all Equity Interests in any Domestic
Subsidiaries or other U.S. Persons held by it) of the respective Foreign
Subsidiary to one or more Qualified Obligors, provided further, that the
respective transfer shall not be required to be made if Holdings in good faith
determines that such transfer would give rise to adverse tax consequences to
Holdings and its Subsidiaries or would give rise to any material breach or
violation of law or contract (in which case, Holdings and its Subsidiaries shall
transfer such assets and operations at such time, if any, as such adverse tax
consequences or breach or violation would not exist and, until such time, shall
use good faith efforts so that any growth in the assets or operations of the
entity so acquired, to the extent located in the United States, are made within
one or more Qualified Obligors).

          (b) For the avoidance of doubt, it is understood and agreed that the
foregoing provisions of this Section 9.17 shall not prohibit the acquisition of,
or Investments in, Non-Wholly-Owned Subsidiaries as contemplated by Section
9.13(b), provided that the Equity Interest owned by Holdings or any of its
Subsidiaries in such Non-Wholly-Owned Subsidiaries, to the extent organized
under the laws of any Qualified Jurisdiction, shall be subject to the
requirements of preceding clause (a).

          9.18. Margin Stock. Each Credit Agreement Party shall take all actions
so that at all times the aggregate value of all Margin Stock (other than
treasury stock) owned by Holdings and its Subsidiaries (for such purpose, using
the initial purchase price paid by Holdings or such Subsidiary for the
respective shares of Margin Stock) shall not exceed $10,000,000. So long as the
aggregate value of Margin Stock (other than treasury stock) owned by Holdings
and its Subsidiaries (determined as provided in the preceding sentence) does not
exceed $10,000,000, all Margin Stock at any time owned by Holdings and its
Subsidiaries shall not constitute Collateral and no security interest shall be
granted therein pursuant to any Credit Document. Without excusing any violation
of the first sentence of this Section 9.18, if at any time the aggregate value
of all Margin Stock (other than treasury stock) owned by Holdings and its
Subsidiaries (determined as provided in the first sentence of this Section 9.18)
exceeds


                                     -126-



$10,000,000, then (x) all Margin Stock owned by the Credit Parties (except to
the extent constituting Excluded Collateral) shall be pledged, and delivered for
pledge, pursuant to the relevant Security Documents and (y) the Borrower shall
execute and deliver to the Lenders appropriate completed forms (including,
without limitation, Forms G-3 and U-1, as appropriate) establishing compliance
with the Margin Regulations. If at any time any Margin Stock is required to be
pledged as a result of the provisions of the immediately preceding sentence,
repayments of outstanding Obligations shall be required to be made, and
subsequent Credit Events shall only be permitted, in compliance with the
applicable provisions of the Margin Regulations.

          9.19. Landlords' Agreements, Mortgagee Agreements, Bailee Letters and
Real Estate Purchases. Each Credit Party shall use its reasonable efforts to
obtain a landlord's agreement, mortgagee agreement or bailee letter, as
applicable, from the lessor of each leased property (including, without
limitation, farms), mortgagee of owned property or bailee with respect to any
warehouse, processor or converter facility or other location where ABL Priority
Collateral with a book value in excess of $5,000,000 is stored or located, which
agreement or letter shall (unless otherwise agreed to in writing by
Administrative Agent) contain a waiver or subordination of all Liens or claims
that the landlord, mortgagee or bailee may assert against the Collateral at that
location, and shall otherwise be reasonably satisfactory in form and substance
to Administrative Agent. With respect to such locations or warehouse space
leased or owned as of the Initial Borrowing Date and thereafter, if the
Collateral Agent has not received a landlord or mortgagee agreement or bailee
letter as of the Initial Borrowing Date (or, if later, as of the date such
location is acquired or leased), any Eligible Inventory at that location shall,
in Administrative Agent's reasonable discretion, be subject to such Reserves as
may be established by Administrative Agent in its Permitted Discretion. Each
Credit Party shall timely and fully pay and perform its obligations under all
leases and other agreements with respect to each leased location or public
warehouse where any Collateral is or may be located except to the extent that
the same are being contested in good faith.

          9.20. Post-Closing Refinancing. To the extent that the condition set
forth in Section 6.07(a)(i) was not satisfied in accordance with its terms on
the Initial Borrowing Date, on the Intermediate Holdco Prepayment Date,
Intermediate Holdco and Corporate Holdco shall, or shall cause the Intermediate
Holdco Paying Agent (for and on behalf of Intermediate Holdco and Corporate
Holdco) to, prepay all of the outstanding Intermediate Holdco Indebtedness
(other than indemnities not then due and payable) (including, without
limitation, the call or other premiums payable in connection therewith and all
accrued and unpaid interest thereon up to and including the Intermediate Holdco
Prepayment Date) in accordance with, and pursuant to, the terms of the
Intermediate Holdco Credit Agreement and the other Intermediate Holdco Credit
Documents (the "Intermediate Holdco Prepayment Consummation"). In connection
therewith, and the satisfaction of Section 6.07(a)(i), on the Initial Borrowing
Date (with respect to the satisfaction of Section 6.07(a)(i)) or the
Intermediate Holdco Prepayment Date (in connection with the Intermediate Holdco
Prepayment Consummation) and at any time, respectively, thereafter (at the
request of the Administrative Agent or the Intermediate Holdco Paying Agent, as
the case may be, from time to time), the Credit Parties shall take (and use
commercially reasonable efforts to cause the respective lenders to take) such
actions (including, without limitation, executing or obtaining appropriate lien
releases and other documents) as the Administrative Agent or the Intermediate
Holdco Paying Agent, as the case may be, may deem


                                     -127-



reasonably necessary or desirable to (x) release any Lien granted to or held by
any Person under, and pursuant to the terms of, the Intermediate Holdco Credit
Documents and (y) terminate and satisfy in full all of the liabilities and
obligations at any time arising under or in respect of the Intermediate Holdco
Credit Documents (including, without limitation, the Intermediate Holdco
Indebtedness).

          SECTION 10. Negative Covenants. Each Credit Agreement Party hereby
covenants and agrees that as of the Effective Date and thereafter for so long as
this Agreement is in effect and until the Total Commitment has terminated, no
Letters of Credit, Bank Guaranties or Notes are outstanding and the Loans,
together with interest, Fees and all other Obligations (other than any
indemnities described in Section 13.13 which are not then due and payable)
incurred hereunder, are paid in full:

          10.01. Changes in Business; etc. (a) Holdings and its Subsidiaries
will not engage in any business other than a Permitted Business.

          (b) Notwithstanding the foregoing, Holdings will not engage in any
business and will not own any significant assets (other than its ownership of
(w) cash and Cash Equivalents held by Holdings representing proceeds from the
Wellbeing Project Financing, (x) the Equity Interests of Intermediate Holdco,
(y) Intercompany Notes evidencing intercompany loans permitted to be made by it
pursuant to Section 10.05 and (z) after the issuance thereof, the Equity
Interests of each of the Unrestricted Wellbeing Joint Ventures) or have any
liabilities (other than those liabilities for which it is responsible under this
Agreement, the Documents to which it is a party (including, without limitation,
the Term Credit Documents), any Shareholder Subordinated Note any Interest Rate
Protection Agreement permitted to be entered into pursuant to Section
10.04(b)(iii) and any Intercompany Note evidencing an intercompany loan
permitted to be incurred by Holdings pursuant to Section 10.05); provided that
Holdings may (i) issue Shareholder Subordinated Notes, shares of Holdings Common
Stock and options and warrants to purchase Holdings Common Stock, (ii) engage in
those activities associated with expenses indirectly paid with Dividends made to
it by Intermediate Holdco pursuant to Section 10.06(iv), (iii) engage in those
activities associated with the purchase and ownership of the Equity Interests of
the Unrestricted Wellbeing Joint Ventures permitted pursuant to Section
10.05(xx) and (iv) engage in those activities that are incidental to (x) the
maintenance of its corporate existence in compliance with applicable law, (y)
legal, tax and accounting matters in connection with any of the foregoing
activities and (z) the entering into, and performing its obligations under, this
Agreement and the other Documents (including, without limitation, the Term
Credit Documents) to which it is a party.

          (c) Notwithstanding the foregoing, the Bermuda Partnership will not
engage in any business and will not own any significant assets or any cash or
Cash Equivalents (other than its ownership of Equity Interests of Foreign
Subsidiaries) or have any material liabilities (other than those liabilities for
which it is responsible under the Credit Documents to which it is a party),
provided that the Bermuda Partnership may (I) provide treasury, accounting,
logistic and other administrative support services to its Affiliates on an arms'
length basis and hold and retain cash earned in connection with the provision of
such services, (II) receive and hold additional cash and Cash Equivalents from
its Subsidiaries and/or its Affiliates, so long as same are promptly (and in any
event within one Business Day of receipt thereof) loaned, distributed


                                     -128-



and/or contributed, subject to Section 10.01(d), to its Subsidiaries and/or
Affiliates in accordance with the requirements of Section 10.05 of this
Agreement, and (III) engage in those activities that (i) are incidental to (x)
the maintenance of its Company existence in compliance with applicable law, (y)
legal, tax and accounting matters in connection with any of the foregoing
activities and (z) the entering into, and performing its obligations under, the
Credit Documents to which it is a party and (ii) are otherwise expressly
permitted by this Agreement (other than pursuant to preceding Section 10.01(a))
and the other Credit Documents.

          (d) Notwithstanding anything to the contrary contained above or
elsewhere in this Agreement (including, without limitation, Sections 10.02 and
10.05):

          (i) the Bermuda Partnership Partners shall not collectively own or
     hold (x) Property (exclusive of Property leased or operated but not owned)
     with a Fair Market Value in excess of $30,000,000 at any time or (y) cash
     or Cash Equivalents in an aggregate in excess of $10,000,000; provided that
     (v) all assets owned by the Bermuda Partnership Partners on the Effective
     Date (which assets shall have a net book value on the Effective Date not to
     exceed $25,000,000) shall be excluded for purposes of such determination,
     (w) any cash and Cash Equivalents loaned and/or contributed to such Persons
     by Affiliates of such Persons shall be excluded for purposes of such
     determination, so long as same are promptly (and in any event within one
     Business Day) loaned and/or distributed to other Affiliates of such Persons
     (other than another Bermuda Partnership Partner) in accordance with the
     requirements of this Agreement, (x) any inventory owned by the Bermuda
     Partnership Partners shall be excluded for purposes of such determination,
     (y) any Equity Interests in the Bermuda Partnership which are held by the
     Bermuda Partnership Partners shall be excluded for purposes of such
     determination and (z) any intercompany receivable owed to a Bermuda
     Partnership Partner by Dole Settlement Company shall be excluded for
     purposes of such determination, so long as (I) both Dole Settlement Company
     (as obligor) and the respective Bermuda Partnership Partner (as obligee)
     are parties to the Intercompany Subordination Agreement and (II) such
     intercompany receivable is at all times subject to the subordination
     provisions contained in the Intercompany Subordination Agreement;

          (ii) no Bermuda Partnership Partner shall merge, consolidate with or
     be liquidated or dissolved into any other Person, provided, however, that
     any Bermuda Partnership Partner may merge or consolidate with or into any
     other Wholly-Owned Domestic Subsidiary of the Borrower formed for the sole
     purpose of reincorporating such Bermuda Partnership Partner in a different
     jurisdiction, so long as the surviving entity of such merger or
     consolidation remains a "Bermuda Partnership Partner" for all purposes of
     this Agreement and the other Credit Documents (subject to and bound by all
     terms and covenants herein and therein applicable to a "Bermuda Partnership
     Partner");

          (iii) no Bermuda Partnership Partner shall engage in any business
     other than a business which is the same or reasonably related to the
     business in which such Bermuda Partnership Partner is engaged on the
     Initial Borrowing Date;

          (iv) no later than one Business Day following the date upon which any
     Bermuda Partnership Partner receives or generates an Account (as defined in
     the


                                     -129-



     U.S. Security Agreement), such Account shall be sold on a non-recourse
     basis to Dole Settlement Company (at a discount of 2%) in exchange for a
     note payable (which shall at all times be subject to the subordination
     provisions contained in the Intercompany Subordination Agreement) and/or
     the assumption of a payable or payables owing by such Bermuda Partnership
     Partner to its relevant Subsidiary which sells fruit, inventory or other
     Property, or provides shipping services, to such Bermuda Partnership
     Partner (which assumed liabilities shall also be subject to the
     subordination provisions contained in the Intercompany Subordination
     Agreement); and

          (v) upon the occurrence and during the continuance of any Specified
     Default or any Event of Default under Section 11.01 or 11.05, unless
     otherwise directed by the Administrative Agent or the Required Lenders, (x)
     neither the Borrower nor any of its Subsidiaries shall sell fruit,
     inventory or other Property to, or contract to perform shipping services
     for, any Bermuda Partnership Partner, (y) the Borrower and its Subsidiaries
     shall sell to Dole Settlement Company fruit, inventory and other Property
     formerly sold to, and shall contract with Dole Settlement Company to sell
     shipping services formerly contracted with, any Bermuda Partnership Partner
     and (z) no Bermuda Partnership Partner shall be permitted to receive any
     Dividends or the proceeds of any intercompany loans or advances from any of
     its Affiliates.

          (e) Notwithstanding the foregoing, the Excluded Domestic Subsidiary
will not engage in any business and will not own any assets or have any
liabilities; provided that the Excluded Domestic Subsidiary may engage in those
activities that are incidental to (x) the maintenance or termination of its
corporate existence in compliance with applicable law, and (y) legal, tax and
accounting matters in connection with any of the foregoing activities.

          (f) Notwithstanding the foregoing, no Excluded Bermuda Insurance
Company will engage in any business (other than the insurance related business
conducted by it on the Original Effective Date (including, without limitation,
its business as a captive insurer for Holdings and its Affiliates with respect
to property, casualty and liability insurance (including workers compensation
insurance))) and will not own any Equity Interests or any other significant
assets (other than assets used in the conduct of its business as described
above) or have any liabilities (other than those liabilities under the Documents
to which it is a party and those liabilities incurred in the ordinary course of
its business as described above); provided that an Excluded Bermuda Insurance
Company may engage in those activities that are incidental to (x) the
maintenance of its Company existence in compliance with applicable law, (y)
legal, tax and accounting matters in connection with any of the foregoing
activities and (z) the entering into, and performing its obligations under, this
Agreement and the other Documents to which it is a party.

          (g) Notwithstanding anything to the contrary contained above in this
Section or elsewhere in this Agreement, at no time shall Holdings or any
Subsidiary of Holdings be an obligor or an obligee with respect to any
Intercompany Debt, unless each obligor (including each Person which is a
guarantor thereof) and each obligee with respect thereto are party to the
Intercompany Subordination Agreement; provided however, that the provisions
hereof shall not apply to those Non-Wholly Owned Subsidiaries listed on Schedule
XIV.


                                     -130-



          (h) Notwithstanding the foregoing, no Excluded Foreign Subsidiary will
engage in any business or own any assets (other than (x) Equity Interests of
another Excluded Foreign Subsidiary and (y) immaterial assets with a Fair Market
Value not exceeding $25,000) or have any liabilities; provided that any Excluded
Foreign Subsidiary may engage in those activities that are incidental to (x) the
maintenance or termination of its corporate existence in compliance with
applicable law and (y) legal, tax and accounting matters in connection with any
of the foregoing activities.

          (i) Holdings shall not permit any Unrestricted Wellbeing Joint Venture
to engage in any business other than the development, construction and operation
of a well being center/hotel/spa/conference center/studio and reasonably related
extensions thereof (including the promotion of nutritional education, production
and distribution of nutrition- or health-oriented programming on cable
television and the sale of educational videos).

Notwithstanding the foregoing, Intermediate Holdco will not engage in any
business and will not own any significant assets (other than its ownership of
the capital stock of the Borrower and Corporate Holdco and Intercompany Notes
evidencing intercompany loans permitted to be made by it pursuant to Section
10.05) or have any liabilities (other than those liabilities for which it is
responsible under this Agreement, the Documents (including, without limitation,
the Term Credit Documents) to which it is a party and any Intercompany Note
evidencing an intercompany loan permitted to be incurred by it pursuant to
Section 10.05); provided that Intermediate Holdco may (i) engage in those
activities associated with expenses paid with Dividends made by the Borrower
pursuant to Section 10.06(iv) and (ii) engage in those activities that are
incidental to (x) the maintenance of its corporate existence in compliance with
applicable law, (y) legal, tax and accounting matters in connection with any of
the foregoing activities and (z) the entering into, and performing its
obligations under, this Agreement and the other Documents to which it is a
party.

Notwithstanding the foregoing, Corporate Holdco will not engage in any business
and will not own any significant assets or have any liabilities (other than
those liabilities for which it is responsible under this Agreement and the
Documents (including, without limitation, the Term Credit Documents) to which it
is a party); provided that Corporate Holdco may (i) engage in those activities
associated with expenses indirectly paid with Dividends made by the Borrower
pursuant to Section 10.06(iv) and (ii) engage in those activities that are
incidental to (x) the maintenance of its corporate existence in compliance with
applicable law, (y) legal, tax and accounting matters in connection with any of
the foregoing activities and (z) the entering into, and performing its
obligations under, this Agreement and the other Documents to which it is a
party.

          10.02. Consolidation; Merger; Sale or Purchase of Assets; etc. No
Credit Agreement Party will, nor will permit any of its respective Subsidiaries
to, wind up, liquidate or dissolve its affairs or enter into any transaction of
merger or consolidation, or convey, sell, lease or otherwise dispose of all or
any part of its property or assets, or enter into any sale-leaseback
transactions, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets (other than purchases or other
acquisitions of inventory, materials and equipment in the ordinary course of
business) of any Person or agree to do any of the foregoing at any future time,
except that the following shall be permitted:


                                     -131-



          (i) the Borrower and its Subsidiaries may lease (as lessee) or license
     (as licensee) real or personal property (including intellectual property)
     in the ordinary course of business (so long as any such lease or license
     does not create a Capitalized Lease Obligation);

          (ii) Capital Expenditures by the Borrower and its Subsidiaries;

          (iii) any Investments permitted pursuant to Section 10.05;

          (iv) the Borrower and its Subsidiaries may, in the ordinary course of
     business, sell or otherwise dispose of assets (excluding capital stock of,
     or other Equity Interests in, Subsidiaries and joint ventures) which, in
     the reasonable opinion of such Person, are obsolete, uneconomic or
     worn-out;

          (v) the Borrower and its Subsidiaries may sell assets (other than (I)
     the capital stock or other Equity Interests of any Wholly-Owned Subsidiary
     unless all of the capital stock or other Equity Interests of such
     Wholly-Owned Subsidiary are sold in accordance with this clause (v) and
     (II) assets subject to a Contemplated Asset Sale (which shall be governed
     by Section 10.02(xviii)), so long as (v) no Default or Event of Default
     then exists or would result therefrom, (w) each such sale is in an
     arm's-length transaction and the Borrower or the respective Subsidiary
     receives at least Fair Market Value, (x) except for customary post-closing
     adjustments (to be paid in cash within 180 days following the closing of
     the respective sale or disposition), at least 75% of the total
     consideration received by the Borrower or such Subsidiary is paid in cash
     at the time of the closing of such sale or disposition (provided that sales
     of assets for aggregate consideration of $20,000,000 (taking the Fair
     Market Value of any non-cash consideration) in any Fiscal Year of Holdings
     shall not be subject to the minimum cash requirement set forth above in
     this subclause (x)), (y) the Net Sale Proceeds therefrom are applied and/or
     reinvested as (and to the extent) required by Section 5.02(c) and (z) the
     aggregate amount of the proceeds received from all assets sold pursuant to
     this clause (v) shall not exceed $100,000,000 in any Fiscal Year of
     Holdings;

          (vi) each of the Borrower and its Subsidiaries may sell or discount,
     in each case without recourse and in the ordinary course of business,
     overdue accounts receivable arising in the ordinary course of business, but
     only in connection with the compromise or collection thereof and not as
     part of any financing transaction;

          (vii) each of the Borrower and its Subsidiaries may grant licenses,
     sublicenses, leases or subleases to other Persons not materially
     interfering with the conduct of the business of the Borrower or any of its
     Subsidiaries, in each case so long as no such grant otherwise affects the
     Collateral Agent's security interest in the asset or property subject
     thereto;

          (viii) subject to Sections 10.01(c) and (d), transfers of assets (w)
     pursuant to the Foreign Asset Transfer, (x) among the Qualified Obligors
     (other than Holdings, Intermediate Holdco and Corporate Holdco), (y) by any
     Subsidiary of the Borrower to any Qualified Obligor (other than Holdings,
     Intermediate Holdco and Corporate Holdco),


                                     -132-



     and (z) by any Foreign Subsidiary of the Borrower to any Wholly-Owned
     Foreign Subsidiary of the Borrower, in the case of any such transfer, so
     long as (I) no Specified Default and no Event of Default then exists or
     would exist immediately after giving effect to the respective transfer,
     (II) any security interests granted to the Collateral Agent for the benefit
     of the Secured Creditors pursuant to the relevant Security Documents in the
     assets so transferred shall remain in full force and effect and perfected
     and enforceable (to at least the same extent as in effect immediately prior
     to such transfer) and (III) if the respective transferor is party to a
     Guaranty, the nature and scope of the obligations of such transferor under
     its Guaranty are substantially identical to the nature and scope of the
     obligations of the respective transferee under its Guaranty;

          (ix) subject to Sections 10.01(c) and (d), (x) any Domestic Subsidiary
     of the Borrower may be merged, consolidated or liquidated with or into the
     Borrower (so long as the Borrower is the surviving corporation of such
     merger, consolidation or liquidation) or any Subsidiary Guarantor (so long
     as a Subsidiary Guarantor is the surviving corporation of such merger,
     consolidation or liquidation), and (y) any Foreign Subsidiary of the
     Borrower may be merged, consolidated or liquidated with or into any
     Wholly-Owned Foreign Subsidiary of the Borrower, so long as such
     Wholly-Owned Foreign Subsidiary is the surviving corporation of such
     merger, consolidation or liquidation; provided that any such merger,
     consolidation or liquidation shall only be permitted pursuant to this
     Section 10.02 (ix), so long as (I) no Specified Default and no Event of
     Default then exists or would exist immediately after giving effect thereto,
     (II) any security interests granted to the Collateral Agent for the benefit
     of the Secured Creditors in the assets (and Equity Interests) of any such
     Person subject to any such transaction shall remain in full force and
     effect and perfected and enforceable (to at least the same extent as in
     effect immediately prior to such merger, consolidation or liquidation) and
     (III) if the Person to be merged, consolidated or liquidated into another
     Person as contemplated above is party to a Guaranty, the nature and scope
     of the obligations of such Person under its Guaranty are substantially
     identical to the nature and scope of the obligations of such other Person
     under its Guaranty;

          (x) subject to Sections 10.01(c) and (d), the Borrower and its
     Subsidiaries may transfer inventory in a non-cash or cash transfer to
     Wholly-Owned Subsidiaries of the Borrower that are not Qualified Obligors,
     in each case so long as (I) any such transfer is made in the ordinary
     course of its business and consistent with past practice of the Borrower
     and its Subsidiaries as in effect on the Effective Date, (II) if the
     respective transfer is being made to any Credit Party, all actions needed
     to maintain the perfection, priority and enforceability of the security
     interests, if any, of the Collateral Agent in the assets so transferred are
     taken at the time of the respective transfer, (III) the Borrower reasonably
     determines that the transfer is not reasonably likely to be adverse to the
     interests of the Lenders in any material respect and (IV) no Specified
     Default and no Event of Default then exists or would exist immediately
     after giving effect to the respective transfer;

          (xi) subject to Sections 10.01(c) and (d), so long as no Specified
     Default and no Event of Default exists at the time of the respective
     transfer or immediately after giving effect thereto, Qualified Obligors
     shall be permitted to transfer additional assets


                                     -133-



     (other than inventory, cash, Cash Equivalents and Equity Interests in any
     Credit Party) to other Subsidiaries of the Borrower, so long as cash in an
     amount at least equal to the Fair Market Value of the assets so transferred
     is received by the respective transferor;

          (xii) the Borrower and its Subsidiaries may sell or exchange specific
     items of equipment, so long as the purpose of each such sale or exchange is
     to acquire (and results within 90 days of such sale or exchange in the
     acquisition of) replacement items of equipment which are useful in a
     Permitted Business;

          (xiii) the U.S. Dole Group shall be permitted to make Permitted
     Acquisitions, so long as such Permitted Acquisitions are effected in
     accordance with the requirements of Section 9.14;

          (xiv) one or more Subsidiaries identified to the Agents may sell all
     of the Equity Interests of a certain Subsidiary of the Borrower owned by
     such Subsidiaries and identified to the Agents, so long as (v) no Default
     or Event of Default then exists or would result therefrom, (w) each such
     sale is in an arm's-length transaction and the respective Subsidiary
     receives at least Fair Market Value, (x) except for customary post-closing
     adjustments, at least 20% of the total consideration received by such
     Subsidiaries (in the aggregate) is paid in cash at the time of the closing
     of such sale or disposition, (y) the Net Sale Proceeds therefrom are
     applied and/or reinvested as (and to the extent) required by Section
     5.02(c) and (z) the aggregate amount of the consideration (taking the Fair
     Market Value of any non-cash consideration) received from all assets sold
     pursuant to Section (xiv), together with the sale or sales made pursuant to
     Section 10.02(xx), shall not exceed $50,000,000;

          (xv) the Sale-Lease Back Transaction;

          (xvi) each of the Borrower and its Subsidiaries may sell or liquidate
     Cash Equivalents, in each case for cash at fair market value (as reasonably
     determined by the Borrower or the respective Subsidiary);

          (xvii) the Borrower and its Subsidiaries may sell inventory to their
     respective customers in the ordinary course of business;

          (xviii) each of the Borrower and its Subsidiaries may effect
     Contemplated Asset Sales, so long as (i) no Event of Default then exists or
     would exist immediately after giving effect thereto, (ii) each such sale is
     an arms'-length transaction and the Borrower or the respective Subsidiary
     receives at least Fair Market Value, (iii) the consideration therefor
     consists solely of cash and/or Permitted Installment Notes (to the extent
     same may be issued in accordance with the definition thereof), (iv) at
     least 50% of the total consideration received by the Borrower or such
     Subsidiary is paid in cash at the time of the closing of such sale, and (v)
     the Net Sale Proceeds therefrom are applied as, and to the extent, required
     by Section 5.02(c);

          (xix) the Borrower and its Domestic Subsidiaries may sell and
     leaseback (i) Real Property located in Gaston County, North Carolina (the
     "Gaston Property"), to the extent same is not a Principal Property and (ii)
     Principal Properties, so long as (v) no


                                     -134-



     Default or Event of Default then exists or would result therefrom, (w) each
     such sale is made pursuant to an arm's-length transaction, (x) 100% of the
     total consideration received by the Borrower or such Subsidiary is paid in
     cash at the time of the closing of such sale, (y) the Net Sale Proceeds
     therefrom equal at least 90% of the Fair Market Value of the Property
     subject to such sale-leaseback transaction and (z) the Net Sale Proceeds
     therefrom are applied as a mandatory repayment and/or commitment reduction
     and/or reinvested, in any case, in accordance with the requirements of
     Section 5.02(c); and

          (xx) certain Domestic Subsidiaries of the Borrower identified to the
     Agents may sell the Equity Interests of certain other Domestic Subsidiaries
     identified to the Agents which own Real Property located in California, and
     certain Domestic Subsidiaries identified to the Agents which own Real
     Property located in California may sell Real Property and other assets, in
     each case, so long as (v) no Default or Event of Default then exists or
     would result therefrom, (w) each such sale is in an arm's-length
     transaction and the respective Subsidiary receives at least Fair Market
     Value, (x) except for customary post-closing adjustments, at least 75% of
     the total consideration received by such Subsidiaries (in the aggregate) is
     paid in cash at the time of the closing of such sale, (y) unless on-loaned
     to an Affiliate of a Borrower in accordance with the requirements of
     Sections 10.05 and 10.07 promptly following the consummation of such sale,
     any Net Sale Proceeds therefrom received by a Subsidiary of a Borrower
     (exclusive of any portion thereof which is distributed to a minority
     shareholder of such Subsidiary in accordance with the requirements of
     Section 10.06) are applied and/or reinvested as (and to the extent)
     required by Section 5.02(c) and (z) the aggregate amount of the
     consideration (taking the Fair Market Value of any non-cash consideration)
     received from such sale or sales pursuant to Section (xx), together with
     the sale or sales made pursuant to Section 10.02(xiv) shall not exceed
     $50,000,000 (the "California Disposition").

Notwithstanding anything to the contrary contained above in this Section 10.02,
in no event shall Holdings or any of its Subsidiaries enter into any
sale-leaseback transactions, except in accordance with Sections 10.02(xv) and
(xix) above. The foregoing provisions of this Section 10.02 are subject to
continued compliance by the Credit Agreement Parties and their Subsidiaries with
the requirements of Sections 9.18, 10.01 and 10.13. To the extent the Required
Lenders waive the provisions of this Section 10.02 with respect to the sale or
other disposition of any Collateral, or any Collateral is sold or otherwise
disposed of as permitted by this Section 10.02, such Collateral (unless
transferred to Holdings or a Subsidiary thereof) shall be sold or otherwise
disposed of free and clear of the Liens created by the Security Documents and
the Administrative Agent shall take such actions (including, without limitation,
directing the Collateral Agent to take such actions) as are appropriate in
connection therewith.

          10.03. Liens. No Credit Agreement Party will, nor will permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets of any kind (real or personal, tangible
or intangible) of Holdings or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to
Holdings or any of its Subsidiaries) or assign any right to receive income or
permit the filing of any financing statement


                                     -135-



under the UCC or any other similar notice of Lien under any similar recording or
notice statute; provided that the provisions of this Section 10.03 shall not
prevent the creation, incurrence, assumption or existence of the following
(Liens described below are herein referred to as "Permitted Liens"):

          (i) inchoate Liens for taxes, assessments or governmental charges or
     levies not yet due and payable or Liens for taxes, assessments or
     governmental charges or levies being contested in good faith and by
     appropriate proceedings for which adequate reserves have been established
     in accordance with U.S. GAAP;

          (ii) Liens in respect of property or assets of the Borrower or any of
     its Subsidiaries imposed by law which were incurred in the ordinary course
     of business and which have not arisen to secure Indebtedness for borrowed
     money, such as carriers', warehousemen's and mechanics' Liens, statutory
     landlord's Liens, maritime Liens and other similar Liens arising in the
     ordinary course of business, and which either (x) do not in the aggregate
     materially detract from the value of such property or assets or materially
     impair the use thereof in the operation of the business of the Borrower or
     any of its Subsidiaries or (y) are being contested in good faith by
     appropriate proceedings, which proceedings have the effect of preventing
     the forfeiture or sale of the property or asset subject to such Lien;

          (iii) (x) Liens created by or pursuant to this Agreement and the
     Security Documents and (y) Liens created by or pursuant to the Term Credit
     Agreement and the Term Security Documents, in favor of the Term Collateral
     Agent for the benefit of the Term Secured Creditors (it being understood
     and agreed that the obligations under or relating to the Intermediate
     Holdco Credit Documents may be secured by the Intermediate Holdco
     Collateral pursuant to the Term Pledge Agreement, on a "second-priority"
     basis to the obligations under the Term Credit Documents, all in accordance
     with the terms of the Term Pledge Agreement), as in effect on the date
     hereof and as amended, supplemented or modified from time to time in
     accordance with the terms of the Intercreditor Agreement securing
     Indebtedness incurred pursuant to clause (xxiii) of Section 10.04 (and, to
     the extent described above, Intermediate Holdco Indebtedness);

          (iv) Liens in existence on the Initial Borrowing Date which are
     listed, and the property subject thereto described, in Schedule XVIII, but
     only to the respective date, if any, set forth in such Schedule XVIII for
     the removal, replacement and termination of any such Liens, plus renewals,
     replacements and extensions of such Liens, provided that (x) the aggregate
     principal amount of the Indebtedness, if any, secured by such Liens does
     not increase from that amount outstanding at the time of any such renewal,
     replacement or extension and (y) any such renewal, replacement or extension
     does not encumber any additional assets or properties of the Borrower or
     any of its Subsidiaries;

          (v) Liens (x) arising from judgments, decrees or attachments in
     circumstances not constituting an Event of Default under Section 11.09, (y)
     arising in connection with the deposit or payment of cash or other Property
     with or to any court or other governmental authority in connection with any
     pending claim or litigation and (z) arising in connection with the deposit
     of cash or other Property in connection with the issuance


                                     -136-



     of stay and appeal bonds, provided that the Fair Market Value of all
     Property (including cash) subject to Liens pursuant to this clause (v)
     (whether pledged, paid, deposited or otherwise) shall not exceed at any
     time the sum of (1) $75,000,000 (net of any insurance proceeds actually
     received (and not returned) by the Borrower and its Subsidiaries in
     connection therewith) plus (2) in the case of Properties of Subsidiaries of
     the Borrower located outside the United States and subject to a Lien
     pursuant to this clause (v), an additional $50,000,000 (net of any
     insurance proceeds actually received (and not returned) by the Borrower and
     its Subsidiaries in connection therewith), if (and only if), in the case of
     this sub-clause (2), the Borrower shall have caused to be delivered to the
     Administrative Agent an opinion of counsel in form and substance, and from
     counsel, reasonably satisfactory to the Administrative Agent to the effect
     that such counsel expects a favorable judicial outcome with respect to the
     judgment, decree, attachment, claim or litigation that gave rise to the
     Lien on the respective Property, provided further, however, that (I) in no
     event shall the Fair Market Value of all Property (including cash) of
     Holdings and its Subsidiaries located in the United States and subject to
     Liens pursuant to this clause (v) (whether pledged, paid, deposited or
     otherwise) exceed $25,000,000 at any time and (II) in the case of any
     non-consensual attachment on the Property of any Subsidiary of the Borrower
     located outside the United States, the Fair Market Value of such Property
     shall not be included for purposes of calculating compliance with the
     immediately preceding proviso;

          (vi) Liens (other than any Lien imposed by ERISA) (x) incurred or
     deposits made in the ordinary course of business of the Borrower and its
     Subsidiaries in connection with workers' compensation, unemployment
     insurance and other types of social security, (y) to secure the performance
     by the Borrower and its Subsidiaries of tenders, statutory obligations
     (other than excise taxes not described in Section 10.03(i)), surety and
     customs bonds, statutory bonds, bids, leases, government contracts, trade
     contracts, performance and return of money bonds and other similar
     obligations (exclusive of (I) obligations for the payment of borrowed money
     and (II) stay and appeal bonds and other obligations described in Section
     10.03(v) above) or (z) to secure the performance by the Borrower and its
     Subsidiaries of leases of Real Property, to the extent incurred or made in
     the ordinary course of business consistent with past practices, provided
     that the aggregate Fair Market Value of all Property pledged or deposited
     at any time pursuant to preceding sub-clauses (y) and (z) shall not exceed
     $25,000,000 in the aggregate (it being understood that letters of credit
     and bank guaranties issued in support of customs bonds, licensing
     arrangements and similar obligations do not constitute Property pledged or
     deposited to support such obligations);

          (vii) licenses, sublicenses, leases or subleases granted to third
     Persons in the ordinary course of business not interfering in any material
     respect with the business of the Borrower or any of its Subsidiaries;

          (viii) (x) Permitted Encumbrances and (y) easements, rights-of-way,
     restrictions, encroachments, municipal and zoning ordinances and other
     similar charges or encumbrances, and minor title deficiencies, in each case
     not securing Indebtedness and not materially interfering with the conduct
     of the business of Holdings or any of its Subsidiaries;


                                     -137-



          (ix) Liens arising from or related to precautionary UCC financing
     statements regarding operating leases entered into by the Borrower and its
     Subsidiaries in the ordinary course of business;

          (x) Liens upon assets of the Borrower or any of its Subsidiaries
     subject to Capitalized Lease Obligations permitted pursuant to Section
     10.04(b)(iv), provided that (x) such Liens only serve to secure the payment
     of Indebtedness arising under such Capitalized Lease Obligation and (y) the
     Lien encumbering the asset giving rise to the Capitalized Lease Obligation
     does not encumber any other asset of the Borrower or any of its
     Subsidiaries;

          (xi) Liens arising pursuant to purchase money mortgages or security
     interests securing Indebtedness representing the purchase price (or
     financing of the purchase price within 30 days after the respective
     purchase) of assets acquired after the Initial Borrowing Date by the
     Borrower and its Subsidiaries, provided that (x) any such Liens attach only
     to the assets so purchased, (y) the Indebtedness secured by any such Lien
     does not exceed 100% of the Fair Market Value or the purchase price of the
     property being purchased at the time of the incurrence of such Indebtedness
     and (z) the Indebtedness secured thereby is permitted to be incurred
     pursuant to Section 10.04(b)(iv);

          (xii) Liens on property or assets acquired pursuant to a Permitted
     Acquisition, or on property or assets of a Subsidiary of the Borrower in
     existence at the time such Subsidiary is acquired pursuant to a Permitted
     Acquisition, provided that (i) any Indebtedness that is secured by such
     Liens is permitted to exist under Section 10.04(b)(vi), (ii) such Liens are
     not incurred in connection with, or in contemplation or anticipation of,
     such Permitted Acquisition and do not attach to any other asset of the
     Borrower or any of its Subsidiaries and (iii) such Liens do not apply to
     ABL Priority Collateral;

          (xiii) restrictions imposed in the ordinary course of business and
     consistent with past practices on the sale or distribution of designated
     inventory pursuant to agreements with customers under which such inventory
     is consigned by the customer or such inventory is designated for sale to
     one or more customers;

          (xiv) Liens in favor of customs or revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;

          (xv) bankers' liens, rights of setoff and other similar liens existing
     solely with respect to cash and Cash Equivalents on deposit in one or more
     of the accounts described below, in each case granted in the ordinary
     course of business in favor of the bank or banks with which the accounts
     are maintained, securing amounts owing to such bank with respect to cash
     management and operating account arrangements, including those involving
     pooled accounts and netting arrangements, provided that in no case shall
     any such Liens secure (either directly or indirectly) the repayment of any
     Indebtedness;

          (xvi) Liens securing Permitted Refinancing Indebtedness permitted
     pursuant to Section 10.04(b)(vii) to the extent such Liens comply with
     clause (b)(ii) of the definition of Permitted Refinancing Indebtedness;


                                     -138-



          (xvii) Liens on the assets of a Foreign Subsidiary (other than the
     Bermuda Partnership) securing Indebtedness incurred by such Foreign
     Subsidiary in accordance with the terms of Section 10.04(b)(viii);

          (xviii) Liens over promissory notes evidencing grower loans pledged in
     favor of financial institutions securing Indebtedness permitted to be
     incurred pursuant to clause (x) of Section 10.04(b)(xviii)(x);

          (xix) other Liens of the Borrower or any Subsidiary of the Borrower
     that (x) were not incurred in connection with borrowed money, (x) do not
     encumber any Property of the Borrower or any of its Subsidiaries the Fair
     Market Value of which exceeds the amount of the Indebtedness or other
     obligations secured by such Property or materially impair the use of such
     Property in the operation of the business of the Borrower or such
     Subsidiary, (y) do not encumber any Accounts or Inventory or other ABL
     Priority Collateral and (z) do not secure obligations in excess of
     $100,000,000 in the aggregate for all such Liens; and

          (xx) until the Intermediate Holdco Prepayment Consummation, Liens may
     be created (and exist) on the Intermediate Holdco Prepayment Funds (and
     proceeds thereof) in favor of the Intermediate Holdco Paying Agent to
     secure the repayment of the Intermediate Holdco Indebtedness as required
     pursuant to Sections 6.07 and 9.20 hereof.

In connection with the granting of Liens of the type described in clauses (iv),
(x), (xi), (xii), (xvi), (xvii), (xix) and (xx) of this Section 10.03 by the
Borrower or any of its Subsidiaries, the Administrative Agent and the Collateral
Agent shall be authorized, at the request of any Credit Agreement Party, to take
any actions deemed appropriate by it in connection therewith (including, without
limitation, by executing appropriate lien releases or lien subordination
agreements in favor of the holder or holders of such Liens, in either case
solely with respect to the assets subject to such Liens).

          10.04. Indebtedness. (a) No Credit Agreement Party will, nor will
permit any of its Subsidiaries to contract, create, incur, assume or suffer to
exist (collectively, "incur") any Indebtedness; provided, however, that the
Borrower and each Domestic Subsidiary of the Borrower which is a Credit Party
may incur Indebtedness (which may be guaranteed by any Credit Party) so long as:
(i) the Total Leverage Ratio at such time does not exceed 5.50:1.00; (ii) the
Senior Secured Leverage Ratio at such time does not exceed 3.00:1.00 (in each
case, both immediately prior to the incurrence of such Indebtedness and
immediately after giving effect thereto); and (iii) no Default or Event of
Default then exists or would result therefrom.

          (b) The foregoing limitations in Section 10.04(a) will not apply to
the following (each, a "Permitted Indebtedness"):

          (i) Indebtedness incurred pursuant to this Agreement, and the other
     Credit Documents;

          (ii) Scheduled Existing Indebtedness outstanding on the Initial
     Borrowing Date and listed on Schedule IV, without giving effect to any
     subsequent extension, renewal or refinancing thereof, except that Scheduled
     Existing Indebtedness may be


                                     -139-



     refinanced through one or more issuances of Permitted Refinancing
     Indebtedness in accordance with Section 10.04(b)(vii) below;

          (iii) Indebtedness of (x) the Borrower under Interest Rate Protection
     Agreements entered into to protect them against fluctuations in interest
     rates in respect of Indebtedness otherwise permitted under this Agreement
     and (y) Holdings under an Interest Rate Protection Agreement entered into
     to protect it against fluctuations in interest rates in respect of the
     Wellbeing Project Financing, in each case, so long as the entering into of
     such Interest Rate Protection Agreements are bona fide hedging activities
     and are not for speculative purposes;

          (iv) Capitalized Lease Obligations and Indebtedness of the Borrower
     and its Subsidiaries representing purchase money Indebtedness secured by
     Liens permitted pursuant to Section 10.03(xi), provided that the sum of (x)
     the aggregate Capitalized Lease Obligations outstanding at any time plus
     (y) the aggregate principal amount of such purchase money Indebtedness
     outstanding at any time shall not exceed $25,000,000;

          (v) intercompany Indebtedness of (w) the Borrower and its Subsidiaries
     to the extent permitted by Sections 10.05(vi) and (xvii), (x) the Borrower
     owed to Intermediate Holdco to the extent permitted by Section 10.05(xxii),
     (y) Intermediate Holdco owed to the Borrower or Holdings to the extent
     permitted by Section 10.05(xxi) or (xxii), as the case may be, and (z)
     Holdings owed to Intermediate Holdco to the extent permitted by Section
     10.05(xxi);

          (vi) Indebtedness of a Subsidiary of the Borrower acquired pursuant to
     a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted
     Acquisition of an asset securing such Indebtedness) (such Indebtedness,
     "Permitted Acquired Debt"), provided that (x) such Indebtedness (A) is not
     secured by Liens on ABL Priority Collateral and (B) was not incurred in
     connection with, or in anticipation or contemplation of, such Permitted
     Acquisition and (C) the aggregate principal amount of all Indebtedness
     outstanding pursuant to this Section 10.05(vi) at any time (exclusive of
     any such Indebtedness held by a Qualified Obligor which is not guaranteed
     by Holdings or any of its other Subsidiaries and is not secured by a Lien
     on any Property of Holdings or any of its Subsidiaries), when added to the
     aggregate principal amount of Permitted Refinancing Indebtedness
     outstanding pursuant to Section 10.04(b)(vii) at any time (except to the
     extent incurred to refinance Scheduled Existing Indebtedness or Permitted
     Acquired Debt held by a Qualified Obligor which is not guaranteed by
     Holdings or any of its other Subsidiaries and is not secured by a Lien on
     any Property of Holdings or any of its Subsidiaries and successive
     refinancings of the foregoing), shall not exceed $50,000,000;

          (vii) Permitted Refinancing Indebtedness, so long as (x) no Specified
     Default, Event of Default or Compliance Period is in existence at the time
     of the incurrence of such Permitted Refinancing Indebtedness and
     immediately after giving effect thereto and (y) the aggregate principal
     amount of Permitted Refinancing Indebtedness outstanding pursuant to this
     Section 10.05(vii) at any time (except to the extent incurred to refinance
     Scheduled Existing Indebtedness or Permitted Acquired Debt held by a
     Qualified Obligor which is not guaranteed by Holdings or any of its other
     Subsidiaries and is not secured by


                                     -140-



     a Lien on any Property of Holdings or any of its Subsidiaries and
     successive refinancings of the foregoing), when added to the aggregate
     principal amount of Permitted Acquired Debt outstanding pursuant to Section
     10.04(b)(vi) at any time (exclusive of any such Indebtedness held by a
     Qualified Obligor which is not guaranteed by Holdings or any of its other
     Subsidiaries and is not secured by a Lien on any Property of Holdings or
     any of its Subsidiaries), shall not exceed $50,000,000;

          (viii) Indebtedness of Foreign Subsidiaries of the Borrower (other
     than the Bermuda Partnership) under lines of credit to any such Foreign
     Subsidiary from Persons other than Holdings or any of its Subsidiaries, the
     proceeds of which Indebtedness are used for such Foreign Subsidiary's
     working capital and other general corporate purposes, provided that the
     aggregate principal amount of all such Indebtedness outstanding at any time
     for all such Foreign Subsidiaries shall not exceed $50,000,000;

          (ix) Indebtedness of Holdings under Shareholder Subordinated Notes
     issued pursuant to Section 10.06(ii), so long as the aggregate outstanding
     principal amount of Shareholder Subordinated Notes does not at any time
     exceed $5,000,000;

          (x) additional unsecured Indebtedness of the Borrower consisting of
     unsecured guarantees by the Borrower of (x) obligations (which guaranteed
     obligations do not themselves constitute Indebtedness) of one or more
     Wholly-Owned Subsidiaries of the Borrower, (y) leases pursuant to which one
     or more Wholly-Owned Subsidiaries of the Borrower are the respective
     lessees and (z) Indebtedness of Wholly-Owned Subsidiaries of the Borrower
     of the type permitted pursuant to Section 10.04(b)(xiv);

          (xi) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business, so long as such Indebtedness is
     extinguished within five Business Days of the incurrence thereof;

          (xii) Indebtedness in respect of (x) Other Hedging Agreements to the
     extent permitted by clause (x) of Section 10.05(xii) and (y) Commodity
     Agreements to the extent permitted by clause (y) of Section 10.05(xii);

          (xiii) (x) Indebtedness of the Borrower or any of its Subsidiaries
     evidenced by completion guarantees and performance and surety bonds (but
     excluding appeal, performance and other bonds and/or guaranties issued in
     respect of obligations arising in connection with litigation) incurred in
     the ordinary course of business for purposes of insuring the performance of
     the Borrower or such Subsidiary in an aggregate amount not to exceed
     $50,000,000 at any time outstanding and (y) Indebtedness of the Borrower or
     any of its Subsidiaries evidenced by appeal, performance and other bonds
     and/or guaranties issued in respect of obligations arising in connection
     with litigation for purposes of insuring the performance of the Borrower or
     such Subsidiary in an aggregate amount not to exceed $50,000,000 at any
     time outstanding;

          (xiv) Indebtedness of the Borrower or any Subsidiary of the Borrower
     arising from agreements of the Borrower or a Subsidiary of the Borrower
     providing for


                                     -141-



     indemnification, adjustment of purchase price or other similar obligations,
     in each case, incurred or assumed in connection with the disposition of any
     business, assets or a Subsidiary of the Borrower permitted under this
     Agreement (other than guarantees of Indebtedness incurred by any Person
     acquiring all or any portion of such business, assets or Subsidiary for the
     purpose of financing such acquisition), provided that the maximum assumable
     liability (as measured by the reserves reasonably established on such
     Person's financial statements) in respect of all such Indebtedness shall at
     no time exceed the gross proceeds actually received by the Borrower and its
     Subsidiaries in connection with such dispositions;

          (xv) unsecured Indebtedness of the Borrower evidenced by a guaranty of
     the Indebtedness or other obligations of any other Person (including
     Indebtedness of Foreign Subsidiaries permitted pursuant to Section
     10.04((viii) above), so long as the aggregate amount of the Contingent
     Obligations of the Borrower pursuant to this Section 10.05(xv) does not
     exceed $25,000,000 at any time;

          (xvi) (I) unsecured Indebtedness of the Borrower incurred under the
     Existing 2011 Senior Notes and the Existing 2011 Senior Notes Indenture and
     of the Subsidiary Guarantors (and so long as same remain Subsidiary
     Guarantors) under senior subordinated guarantees of the obligations of the
     Borrower provided under the Existing 2011 Senior Notes Documents to which
     they are a party, in an aggregate principal amount not to exceed
     $200,000,000 (less the amount of any repayments of principal thereof after
     the Effective Date), (II) unsecured Indebtedness of the Borrower incurred
     under the Existing 2009 Senior Notes and the Existing 2009 Notes Indenture
     and of the Subsidiary Guarantors (and so long as same remain Subsidiary
     Guarantors) under senior subordinated guarantees of the obligations of the
     Borrower provided under the Existing 2009 Senior Notes Documents to which
     they are a party, in an aggregate principal amount not to exceed
     $350,000,000 (less the amount of any repayments of principal thereof after
     the Initial Borrowing Date), (III) unsecured Indebtedness of the Borrower
     incurred under the Existing 2013 Senior Notes and the Existing 2013 Notes
     Indenture and of the Subsidiary Guarantors (and so long as same remain
     Subsidiary Guarantors) under senior subordinated guarantees of the
     obligations of the Borrower provided under the Existing 2013 Senior Notes
     Documents to which they are a party, in an aggregate principal amount not
     to exceed $155,000,000 (less the amount of any repayments of principal
     thereof after the Initial Borrowing Date), (IV) unsecured Indebtedness of
     the Borrower incurred under Permitted Senior Notes and the other Permitted
     Senior Notes Documents and of the Subsidiary Guarantors (and so long as
     same remain Subsidiary Guarantors) under subordinated guarantees of the
     obligations of the Borrower provided under the Permitted Senior Notes
     Documents to which they are a party, so long as such Indebtedness is
     incurred in accordance with the requirements of the definition of Permitted
     Senior Notes, (V) unsecured Indebtedness of the Borrower incurred under the
     Existing 2010 Senior Notes and the Existing 2010 Senior Notes Indenture and
     of the Subsidiary Guarantors (and so long as same remain Subsidiary
     Guarantors) under subordinated guarantees of the obligations of the
     Borrower provided under the Existing 2010 Senior Notes Documents to which
     they are a party, in an aggregate principal amount not to exceed
     $400,000,000 (less the amount of any repayments of principal thereof after
     the Initial Borrowing Date), and (VI) on or prior to the Intermediate
     Holdco


                                     -142-



     Prepayment Date, Indebtedness of Intermediate Holdco and Corporate Holdco
     under the Intermediate Holdco Credit Documents in an aggregate principal
     amount at any time outstanding not to exceed $150,000,000 (as such amount
     may be reduced by any repayments of principal of the Intermediate Holdco
     Indebtedness, and (VII) unsecured Indebtedness of the Borrower incurred
     under the Permitted Refinancing Senior Notes and the other Permitted
     Refinancing Senior Notes Documents and of the Subsidiary Guarantors (and so
     long as same remain Subsidiary Guarantors) under senior subordinated
     guarantees of the obligations of the Borrower provided under the Permitted
     Refinancing Senior Notes Documents to which it is a party, so long as such
     Indebtedness is incurred in accordance with the requirements of the
     definition of Permitted Refinancing Senior Notes;

          (xvii) Indebtedness of Foreign Subsidiaries of the Borrower under bank
     guaranties and letters of credit issued by financial institutions (on
     behalf of such Foreign Subsidiaries) in an aggregate amount not to exceed
     $50,000,000 at any time;

          (xviii) (x) Indebtedness of Foreign Subsidiaries incurred in
     connection with grower loan programs in an aggregate principal amount not
     to exceed $50,000,000 at any time outstanding and (y) unsecured
     Indebtedness of the Borrower evidenced by a guaranty of Indebtedness
     permitted pursuant to preceding subclause (x) of this Section
     10.04(b)(xviii);

          (xix) Indebtedness of the Borrower or any of its Subsidiaries incurred
     in connection with vehicle inventory loans in an aggregate principal amount
     not to exceed $5,000,000 at one time outstanding;

          (xx) Indebtedness of the Borrower which may be deemed to exist under
     its non-qualified excess savings plan for employees;

          (xxi) Indebtedness of Holdings under the Wellbeing Project Financing
     Documents in an aggregate principal amount at any time outstanding not to
     exceed the Wellbeing Project Financing Debt Cap Amount at such time, so
     long as (A) such Indebtedness is incurred in accordance with the
     requirements of the definition of "Wellbeing Project Financing" and (B) no
     Default or Event of Default is in existence at the time of the respective
     incurrence of such Wellbeing Project Financing and immediately after giving
     effect thereto; and

          (xxii) additional unsecured Indebtedness of the Borrower and its
     Subsidiaries (other than the Bermuda Partnership Partners and the Bermuda
     Partnership) not otherwise permitted hereunder not exceeding $100,000,000
     in aggregate principal amount at any time outstanding, provided that no
     such additional Indebtedness shall be incurred at any time a Default or
     Event of Default then exists or would result therefrom; and

          (xxiii) Holdings, Intermediate Holdco, the Borrower, the Bermuda
     Company and the Subsidiary Guarantors (as defined in the Term Credit
     Agreement) may incur and remain liable with respect to the Indebtedness
     under the Term Credit Agreement and the other Term Credit Documents.


                                     -143-



          In addition, notwithstanding anything to the contrary contained above
in clauses (a) and (b) of this Section 10.04, (x) in no event shall any
Subsidiary of Holdings guarantee any Indebtedness of Holdings under any
Wellbeing Project Financing Document or incur any other obligation under, or
with respect to, any Wellbeing Project Financing Document having any element of
recourse to such Subsidiary or to such Subsidiary's assets or properties, and
(y) Holdings shall not permit any Unrestricted Wellbeing Joint Venture to incur
any Indebtedness or any other obligation having any element of recourse to any
Subsidiary of Holdings or to any assets or properties of any Subsidiary of
Holdings.

          10.05. Advances; Investments; Loans. No Credit Agreement Party will,
nor will permit any of its Subsidiaries to, directly or indirectly, lend money
or extend credit or make advances to any Person, or purchase or acquire any
stock, obligations or securities of, or any other Equity Interest in, or make
any capital contribution to, any Person, or purchase or own a futures contract
or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents (each of the foregoing an "Investment" and,
collectively, "Investments"), except:

          (i) (w) the Borrower and its Subsidiaries may acquire and hold cash
     and Cash Equivalents; provided, however, that at any time a Loan is
     outstanding, the aggregate amount of Unrestricted Cash held by any the
     Borrower and its Domestic Subsidiaries shall not exceed $25,000,000 for any
     period of five consecutive Business Days, (x) Intermediate Holdco may hold
     cash and Cash Equivalents (I) in a de minimis amount representing proceeds
     from the initial capital contribution made in connection with its formation
     and (II) representing the proceeds of any Indebtedness permitted to be
     incurred, or Dividends permitted to be received, by it pursuant to the
     terms of this Agreement, so long as (in the case of preceding subclause
     (II)) Intermediate Holdco utilizes such cash and/or Cash Equivalents within
     the time periods required, and for the purposes permitted, by this
     Agreement, (y) Corporate Holdco may hold cash and Cash Equivalents in a de
     minimis amount representing proceeds from the initial capital contribution
     made in connection with its formation and (z) Holdings may hold cash and
     Cash Equivalents (I) in a de minimis amount representing proceeds from the
     initial capital contribution made in connection with its formation and (II)
     representing the proceeds of any Indebtedness permitted to be incurred, or
     Dividends permitted to be received, by it pursuant to the terms of this
     Agreement (including cash and Cash Equivalents held by Holdings
     representing proceeds from the Wellbeing Project Financing), so long as (in
     the case of preceding subclause (II)) Holdings utilizes such cash or Cash
     Equivalents within the time periods required, and for the purposes
     permitted, by this Agreement;

          (ii) the Borrower and its Subsidiaries may acquire and hold
     receivables owing to it, if created or acquired in the ordinary course of
     business and payable or dischargeable in accordance with customary trade
     terms (including the dating of receivables) of the Borrower or such
     Subsidiary;

          (iii) the Borrower and its Subsidiaries may acquire and own
     investments (including debt obligations) received in connection with the
     bankruptcy or reorganization of suppliers, trade creditors, licensees,
     licensors and customers and in good faith


                                     -144-



     settlement of delinquent obligations of, and other disputes with,
     suppliers, trade creditors, licensees, licensors and customers arising in
     the ordinary course of business;

          (iv) Interest Rate Protection Agreements entered into in compliance
     with Section 10.04(iii) shall be permitted;

          (v) (x) Investments constituting Intercompany Scheduled Existing
     Indebtedness in existence on the Initial Borrowing Date (and any
     refinancings thereof permitted pursuant to Section 10.04(b)(vii) and
     consistent with the definition of Permitted Refinancing Indebtedness) and
     (y) such other Investments in existence on the Initial Borrowing Date and
     listed on Schedule IX (without giving effect to any additions thereto or
     replacements thereof); provided that any additional Investments made with
     respect to the Investments described in preceding subclause (y) of this
     Section 10.05(v) shall be permitted only if independently justified under
     the other provisions of this Section 10.05;

          (vi) (w) Qualified Obligors (other than Holdings, Intermediate Holdco
     and Corporate Holdco) may make intercompany loans to each other, (x)
     Qualified Obligors may make intercompany loans to any Foreign Subsidiary of
     the Borrower, (y) any Wholly-Owned Foreign Subsidiary of the Borrower may
     make intercompany loans to any Qualified Obligor and (z) Foreign
     Subsidiaries may make intercompany loans to each other, provided that (I)
     unless the respective obligor under such intercompany loan reasonably
     determines that the execution, delivery and performance of an Intercompany
     Note is prohibited by, or that such Intercompany Note would not be
     enforceable against such obligor under, applicable local law, any such
     intercompany loan made pursuant to this Section 10.05(vi) (other than any
     such loan made to a Non-Wholly Owned Subsidiary) shall be evidenced by an
     Intercompany Note, (II) at no time shall the aggregate outstanding
     principal amount of all such intercompany loans made pursuant to subclause
     (x) of this Section 10.05(vi) above, when added to the aggregate amount of
     capital contributions made pursuant to (and in reliance on) Section
     10.05(viii)(y) (for this purpose, taking the Fair Market Value of any
     Property (other than cash) so contributed at the time of such
     contribution), exceed $350,000,000 (determined without regard to
     write-downs or write-offs thereof), (III) no intercompany loans may be made
     pursuant to subclause (x) of this Section 10.05(vi) at any time any
     Specified Default or any Event of Default is in existence (or would be in
     existence after giving effect thereto), (IV) subject to the exception
     specified in the proviso to Section 10.01(g), each intercompany loan made
     pursuant to this Section 10.05(vi) shall be subject to subordination as,
     and to the extent required by, the Intercompany Subordination Agreement and
     (V) any intercompany loans made pursuant to this Section 10.05(vi) shall
     cease to be permitted hereunder if the obligor or obligee thereunder ceases
     to constitute a Qualified Obligor or a Foreign Subsidiary of the Borrower
     as contemplated above;

          (vii) (x) loans by the Borrower and its Subsidiaries to officers,
     employees and directors of Holdings and its Subsidiaries for bona fide
     business purposes, in each case incurred in the ordinary course of
     business, in an aggregate outstanding principal amount not to exceed
     $5,000,000 at any time outstanding (determined without regard to any
     write-downs or write-offs of such loans and advances) shall be permitted
     and (y) advances of reimbursable expenses by the Borrower and its
     respective Subsidiaries to


                                     -145-



     officers, employees and directors of Holdings and its Subsidiaries for bona
     fide purposes, in each case incurred in the ordinary course of business;

          (viii) (w) any Wholly-Owned Foreign Subsidiary of the Borrower may
     make capital contributions to any Qualified Obligor, (x) any Qualified
     Obligor may make capital contributions to any of its direct Wholly-Owned
     Subsidiaries that is a Qualified Obligor, (y) any Non-Guarantor Subsidiary
     may make capital contributions to any of its direct Wholly-Owned
     Subsidiaries that is a Non-Guarantor Subsidiary, and (z) any Qualified
     Obligor may make capital contributions to any of their respective direct
     Foreign Subsidiaries; provided that (I) at no time shall the aggregate
     amount of the capital contributions made pursuant to subclause (z) of this
     Section 10.05(viii) (for this purpose, (1) taking the Fair Market Value of
     any Property (other than cash) so contributed at the time of such
     contribution and (2) excluding capital contributions made to a Foreign
     Subsidiary which are promptly contributed, in turn, to a Foreign Subsidiary
     in reliance on subclause (z) above), when added to the aggregate
     outstanding principal amount of all intercompany loans made pursuant to
     subclause (x) of Section 10.05(vi) above (determined without regard to
     write-downs or write-offs thereof), exceed $350,000,000, and (II) no
     contributions may be made pursuant to subclause (y) or (z) of this Section
     10.05(viii) at any time any Specified Default or any Event of Default is in
     existence (or would be in existence after giving effect thereto);

          (ix) the U.S. Dole Group may make Permitted Acquisitions in accordance
     with the relevant requirements of Section 9.14 and the component
     definitions therein;

          (x) the Borrower and its Subsidiaries may own the capital stock of, or
     other Equity Interests in, their respective Subsidiaries created or
     acquired in accordance with the terms of this Agreement;

          (xi) the Borrower and its Subsidiaries may acquire and hold non-cash
     consideration issued by the purchaser of assets in connection with a sale
     of such assets to the extent permitted by Sections 10.02(v), (xiv) and
     (xviii);

          (xii) the Borrower and its Subsidiaries may enter into (x) Other
     Hedging Agreements in the ordinary course of business providing protection
     against fluctuations in currency values in connection with the operations
     of the Borrower or any of its Subsidiaries and (y) Commodity Agreements in
     the ordinary course of business providing protection against fluctuations
     in prices of commodities used in the operations of the Borrower and its
     Subsidiaries, in each case, so long as management of the Borrower or such
     Subsidiary, as the case may be, has determined in good faith that the
     entering into of such Other Hedging Agreements or Commodity Agreements, as
     the case may be, are bona fide hedging activities and are not for
     speculative purposes;

          (xiii) Holdings may acquire and hold obligations of one or more
     officers, directors or other employees of Holdings or any of its
     Subsidiaries in connection with such officers', directors' or employees'
     acquisition of shares of capital stock of Holdings, so long as no cash is
     paid by Holdings or any of its Subsidiaries to such officers, directors or
     employees in connection with the acquisition of any such obligations;


                                     -146-



          (xiv) loans or advances by any Subsidiary of Holdings in connection
     with grower loan programs; provided that (I) at no time shall the aggregate
     outstanding principal amount of all such loans and advances made pursuant
     to this Section 10.05(xv) exceed $75,000,000 (determined without regard to
     write-downs or write-offs thereof), (II) no loans or advances may be made
     pursuant to this Section 10.05(xiv) at any time any Specified Default or
     any Event of Default is in existence (or would be in existence after giving
     effect thereto), and (III) in the event a loan or advance made by a Credit
     Party pursuant to this Section 10.05(xv) is evidenced by a promissory note,
     such promissory note shall be pledged to the Collateral Agent pursuant to
     the relevant Foreign Security Document (except to the extent local law or
     the relevant grower loan documents prohibit such pledge or such note is
     required to be pledged to secure Indebtedness incurred pursuant to clause
     (x) of clause (x) of Section 10.04(b)(xviii);

          (xv) so long as no Default or Event of Default then exists or would
     result therefrom, the Borrower and its Subsidiaries may acquire Equity
     Interests in Persons (who, after giving effect to such acquisition, become
     Non-Wholly Owned Subsidiaries of the Borrower or such Subsidiary); provided
     that the aggregate amount of the Investments made pursuant to this Section
     10.05(xv) after the Effective Date shall not exceed $50,000,000 (without
     regard to any write-downs or write-offs thereof);

          (xvi) any Non-Wholly Owned Subsidiary of the Borrower may make loans
     to its shareholders generally so long as (x) the Borrower or its respective
     Subsidiary which owns the Equity Interest in the Subsidiary making such
     loans receives at least its proportionate share of such loans (based upon
     its relative holding of the Equity Interests in the Subsidiary making such
     loans), (y) unless the entering into of the Intercompany Subordination
     Agreement requires the consent of the minority shareholder of such
     Non-Wholly Owned Subsidiary (and such consent is not obtained), such
     Non-Wholly-Owned Subsidiary (as obligee of such loan) and the Borrower or
     such other Subsidiary (as obligor of such loan) shall be subject to the
     provisions of the Intercompany Subordination Agreement and (z) the
     aggregate outstanding principal amount of all loans pursuant to this clause
     (xvi) which are not subject to the subordination provisions of the
     Intercompany Subordination Agreement shall not exceed $50,000,000 at any
     time;

          (xvii) Investments constituting guaranties permitted by Section 10.04;

          (xviii) the Bermuda Partnership Partners may make additional
     Investments in the Bermuda Partnership not otherwise permitted by this
     Section, so long as (w) the Bermuda Partnership promptly (and in any event
     within one Business Day of receipt thereof) uses 100% of the cash proceeds
     of such Investment to make a prepayment on the intercompany loan owing by
     it to the Bermuda Company and incurred pursuant to the Intercompany
     Distribution Transactions, and (x) any Investment in the form of an
     intercompany loan or advance pursuant to this clause (xviii) shall be
     subject to subordination as, and to the extent required by, the
     Intercompany Subordination Agreement;

          (xix) so long as no Default or Event of Default then exists or would
     result therefrom, the Borrower and its respective Subsidiaries may make
     Investments not otherwise permitted by Section (i) through (xviii) and
     succeeding Section (xxi); provided


                                     -147-



     that (x) the aggregate amount of Investments made pursuant to this Section
     (xix) after the Initial Borrowing Date shall not exceed $100,000,000
     (determined without regard to any write-downs or write-offs thereof);

          (xx) so long as no Default or Event of Default then exists or would
     result therefrom, Holdings may from time to time (I) make cash common
     equity contributions, and/or intercompany loans to, Westlake Wellbeing
     Company, and (II) make cash common equity contributions, and/or
     intercompany loans, to Wellbeing IP Holdco and/or Wellbeing Edco; provided
     that (x) Holdings shall at all times own or hold at least 85% of the Equity
     Interests of Westlake Wellbeing Company (on a fully diluted basis) and at
     least 50% of the Equity Interests of each of Wellbeing IP Holdco and
     Wellbeing Edco (on a fully diluted basis), (y) all of the Equity Interests
     of each of the Unrestricted Wellbeing Joint Ventures held by Holdings shall
     have been delivered and pledged by Holdings to the Collateral Agent
     pursuant to the Pledge Agreement, and (z) each Investment made by Holdings
     pursuant to this clause (xx) in the form of an intercompany loan shall be
     evidenced by an Intercompany Note pledged to the Collateral Agent pursuant
     to the Pledge Agreement;

          (xxi) the Borrower may make intercompany loans to Intermediate Holdco,
     and Intermediate Holdco may make intercompany loans to Holdings, at the
     times and for the purposes described below, so long as (i) no Default,
     Event of Default or Compliance Period then exists or would result
     therefrom, (ii) each such intercompany loan is permitted pursuant to the
     terms of the Term Credit Documents, the Existing Senior Notes Documents and
     the Intermediate Holdco Credit Documents and, on and after the execution
     and delivery thereof, the Permitted Senior Notes Documents and the
     Permitted Refinancing Senior Notes Documents, (iii) no such intercompany
     loan by the Borrower to Intermediate Holdco shall be made, unless the
     proceeds thereof are promptly (and in any event within 5 Business Days of
     the making of such intercompany loan or, in the case of the following
     clause (C) by the Intermediate Holdco Prepayment Date) (A) on-loaned by
     Intermediate Holdco to Holdings for use within the time periods required
     by, and for the purposes described in, immediately succeeding clause (iv),
     (B) Dividended by Intermediate Holdco to Holdings for use within the time
     periods required by, and for the purposes described in, subclause (v) of
     Section 10.06(ix) or (C) utilized by Intermediate Holdco to pay amounts
     owing pursuant to the Intermediate Holdco Indebtedness as contemplated by
     Section 9.20, (iv) the proceeds of each such intercompany loan received by
     Holdings shall be utilized by Holdings promptly (and, in any event, within
     30 days of the receipt of such proceeds) to make an Investment in one or
     more Unrestricted Wellbeing Joint Ventures pursuant to Section 10.05(xx) or
     the purposes of financing the construction and start-up of the Wellbeing
     Project and/or the operations of the Unrestricted Wellbeing Joint Ventures
     and (v) each such intercompany loan shall be evidenced by an Intercompany
     Note pledged by the Borrower or Intermediate Holdco, as the case may be, to
     the Collateral Agent pursuant to the Pledge Agreement; and

          (xxii) (x) Intermediate Holdco may make intercompany loans to the
     Borrower with the proceeds from any Investment made in it by Holdings with
     the proceeds of (I) any Equity Infusion or (II) Wellbeing Project
     Financing, so long as each such intercompany loan shall be evidenced by an
     Intercompany Note pledged by Intermediate


                                     -148-



     Holdco to the Collateral Agent pursuant to the Pledge Agreement and (y)
     Holdings may make intercompany loans to Intermediate Holdco with the
     proceeds from (I) any Equity Infusion or (II) the incurrence of any
     Wellbeing Project Financing, so long as each such intercompany loan shall
     be evidenced by an Intercompany Note pledged by Holdings to the Collateral
     Agent pursuant to the Pledge Agreement.

          10.06. Restricted Payments; etc. No Credit Agreement Party will, nor
will permit any of its Subsidiaries to, declare or pay any dividends (other than
dividends payable solely in non-redeemable common stock or comparable common
equity interests of Holdings or any such Subsidiary, as the case may be) or
return any equity capital to, its stockholders, partners, members or other
equity holders or authorize or make any other distribution, payment or delivery
of property or cash to its stockholders, partners, members or other equity
holders as such, or redeem, retire, purchase or otherwise acquire, directly or
indirectly, for a consideration, any shares of any class of its capital stock or
other Equity Interests, now or hereafter outstanding (or any warrants for or
options or stock appreciation rights in respect of any of such shares or other
Equity Interests), or set aside any funds for any of the foregoing purposes, and
no Credit Agreement Party will permit any of its Subsidiaries to purchase or
otherwise acquire for a consideration any shares of any class of the capital
stock or other Equity Interests of any direct or indirect parent of such
Subsidiary now or hereafter outstanding (or any options or warrants or stock
appreciation rights issued by such Person with respect to its capital stock or
other Equity Interests) (all of the foregoing "Dividends") or make any payments
in respect of any outstanding Shareholder Subordinated Notes or Intercompany
Debt, except that:

          (i) (x) any Subsidiary of the Borrower may pay Dividends to the
     Borrower or any Wholly-Owned Subsidiary of the Borrower and (y) any
     non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its
     shareholders generally so long as the Borrower or its Subsidiary which owns
     the Equity Interest in the Subsidiary paying such Dividends receives at
     least its proportionate share thereof (based upon its relative holding of
     the Equity Interests in the Subsidiary paying such Dividends and taking
     into account the relative preferences, if any, of the various classes of
     Equity Interests of such Subsidiary); provided that any Dividend made
     pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not
     a Credit Party may only be made if (A) (I) no Specified Default and no
     Event of Default then exists or would result therefrom and (II) such
     Wholly-Owned Subsidiary promptly distributes and/or transfer any Property
     received pursuant to such Dividend (directly or indirectly through other
     Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making
     such Dividend is not a Credit Party; provided however, that, subject to
     Section 10.01(d)(v), any such Dividend may be made to the Bermuda
     Partnership notwithstanding the existence of an Event of Default (other
     than an Event of Default under Section 11.01 or 11.05) so long as (a) the
     Bermuda Partnership complies with clause (II) of the preceding proviso and
     (b) the Bermuda Partnership Partners are (after giving effect to the
     receipt of any Dividend from Bermuda Partnership) in compliance with the
     requirements of Section 10.01(d);

          (ii) Holdings may redeem or purchase shares of Holdings Common Stock
     or options to purchase Holdings Common Stock, as the case may be, held by
     former officers or employees of Holdings or any of its Subsidiaries
     following the death, disability, retirement or termination of employment of
     such officers or employees, provided that


                                     -149-



     (w) the only consideration paid by Holdings in respect of such redemptions
     and/or purchases shall be cash and Shareholder Subordinated Notes, (x) the
     sum of (A) the aggregate amount paid by Holdings in cash in respect of all
     such redemptions and/or purchases plus (B) the aggregate amount of all
     principal and interest payments made on Shareholder Subordinated Notes,
     shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the
     time of any redemption or purchase pursuant to this Section 10.06(ii), no
     Specified Default or Event of Default shall then exist or result therefrom;

          (iii) (A) the Borrower may pay cash Dividends to Intermediate Holdco,
     so long as (x) no Specified Default or Event of Default then exists or
     would result therefrom and (y) the cash proceeds thereof are promptly used
     by Intermediate Holdco to pay the cash Dividend described in succeeding
     clause (B) and (B) Intermediate Holdco may pay cash Dividends to Holdings,
     so long as (x) no Specified Default or Event of Default then exists or
     would result therefrom and (y) the cash proceeds thereof are promptly used
     by Holdings for the purposes described in Section 10.06(ii);

          (iv) (A) the Borrower may pay cash Dividends to Intermediate Holdco,
     so long as the proceeds thereof are promptly used by Intermediate Holdco to
     pay its operating expenses in the ordinary course of business (including,
     without limitation, professional fees and expenses) and other similar
     corporate overhead costs and expenses, (B) the Borrower may pay cash
     Dividends to Intermediate Holdco, so long as Intermediate Holdco promptly
     contributes such proceeds to Corporate Holdco and the proceeds of such
     contribution are promptly used by Corporate Holdco to pay its operating
     expenses in the ordinary course of business (including, without limitation,
     professional fees and expenses) and other similar corporate overhead costs
     and expenses, and (C) the Borrower may pay cash Dividends to Intermediate
     Holdco, which, in turn, may pay cash Dividends to Holdings, so long as the
     proceeds thereof are promptly used by Holdings to pay operating expenses in
     the ordinary course of its business (including, without limitation,
     professional fees and expenses) and other similar corporate overhead costs
     and expenses;

          (v) the Borrower may pay cash Dividends to Intermediate Holdco, and
     Intermediate Holdco may in turn pay cash Dividends to Holdings, in the
     amounts and at the times of any payment by Holdings in respect of its taxes
     (or taxes of its consolidated group), provided that (x) the amount of cash
     Dividends paid pursuant to this clause (v) to enable Holdings to pay taxes
     at any time shall not exceed the amount of such taxes owing by Holdings at
     such time and (y) any refunds received by Holdings attributable to the
     Borrower or any of its Subsidiaries shall be promptly returned by Holdings
     to Intermediate Holdco, and, in turn, by Intermediate Holdco to the
     Borrower, provided further that (A) in no event shall the amount of
     Dividends paid by the Borrower and its Subsidiaries pursuant to this
     Section 10.06(v) in respect of any taxable year for which the Borrower and
     any of its Subsidiaries are included in a consolidated federal income tax
     return, or a consolidated, combined or unitary state or local tax return
     with any Person other than the Borrower and its Subsidiaries (such other
     Person or Persons included in such returns, together with the Borrower and
     its Subsidiaries, the "Affiliated Group") exceed, in the aggregate, the
     lesser of (I) the amount of such federal income tax or state


                                     -150-


     or local tax, as the case may be (the "Relevant Separate Tax Liability"),
     that the Borrower and its Subsidiaries would have been obligated to pay if
     the Borrower and its Subsidiaries had filed a separate consolidated federal
     income tax return or a separate consolidated, combined or unitary state or
     local tax return, as the case may be, for such year and all prior taxable
     years (with the Borrower as the common parent of such affiliated group) and
     (II) the product of (a) the federal income or state or local tax liability,
     as the case may be, of the Affiliated Group for such year and (b) a
     fraction, (x) the numerator of which is an amount equal to the Relevant
     Separate Tax Liability of the Borrower and its Subsidiaries for such year
     and (y) the denominator of which is the aggregate of the total separate
     federal income, state or local tax liability, as the case may be, that each
     member of the Affiliated Group (treating the Borrower and its Subsidiaries
     as a single member and all other members of the Affiliated Group as one
     separate member) would have incurred for such year if such members had
     filed separate federal income tax returns or separate consolidated,
     combined or unitary state or local tax returns, as the case may be, for
     such year and all prior taxable years and (B) each Unrestricted Wellbeing
     Joint Venture shall be required to contribute to Holdings (and shall
     concurrently or prior to any payment of any Dividend by the Borrower
     pursuant to this Section 10.06(v) have contributed to Holdings) its
     allocable share (as reasonably determined by Holdings in good faith) of all
     tax liabilities of Holdings and its consolidated Subsidiaries;

          (vi) Holdings and its Subsidiaries may make payments with respect to
     Intercompany Debt, so long as the respective payment is permitted to be
     made in accordance with the terms of the Intercompany Subordination
     Agreement; provided that, in no event shall the Borrower be permitted to
     repay any Intercompany Debt incurred by it from Intermediate Holdco
     pursuant to Section 10.05(xxi), unless the conditions set forth in
     subclauses (i), (ii), (iii) and (iv) of Section 10.06(ix) shall have been
     satisfied at such time (for such purposes, treating each reference to the
     making of a Dividend in said subclauses as if it were a reference to the
     repayment of such Intercompany Debt);

          (vii) Holdings may make payments of interest and principal on the
     Shareholder Subordinated Notes in accordance with the terms thereof, so
     long as the sum of (A) the aggregate amount paid by Holdings in cash in
     respect of all redemptions and/or purchases of Holdings Common Stock
     pursuant to Section 10.06(ii) plus (B) the aggregate amount of all
     principal and interest payments made on Shareholder Subordinated Notes,
     does not exceed $2,000,000 in any Fiscal Year of Holdings;

          (viii) Holdings may pay regularly scheduled Dividends on Qualified
     Preferred Stock issued by it pursuant to the terms thereof solely through
     the issuance of additional shares of such Qualified Preferred Stock rather
     than in cash;

          (ix) the Borrower may pay cash Dividends to Intermediate Holdco, and
     Intermediate Holdco may pay cash Dividends to Holdings, at the times and
     for the purposes described below, so long as (i) no Default or Event of
     Default then exists or would result therefrom, (ii) the aggregate amount of
     such cash Dividends shall not exceed the aggregate amount of cash common
     equity contributions received by the Borrower from Intermediate Holdco
     (including not more than $28,500,000 received prior to the


                                     -151-



     Effective Date), to and including the date of such cash Dividend, pursuant
     to clause (v) of Section 10.05(viii) or Section 10.05(xix), in each case
     only to the extent such cash common equity contributions were funded by
     Intermediate Holdco with proceeds from the incurrence of any Wellbeing
     Project Financing, (iii) each such Dividend is permitted pursuant to the
     terms of the Existing Senior Notes Documents and, on and after the
     execution and delivery thereof, the Permitted Senior Notes Documents and
     the Permitted Refinancing Senior Notes Documents, (iv) no such Dividend by
     the Borrower to Intermediate Holdco shall be paid, unless the proceeds
     thereof are promptly (and in any event within 5 Business Days of the
     payment of such Dividend) (A) Dividended by Intermediate Holdco to Holdings
     for use within the time periods required by, and for the purposes described
     in, immediately succeeding clause (v) and (B) on-loaned by Intermediate
     Holdco to Holdings for use within the time periods required by, and for the
     purposes described in, Sub-clause (v) of preceding Section 10.05(xxi) and
     (v) the proceeds of each such Dividend received by Holdings shall be
     utilized by Holdings promptly (and, in any event, within 30 days of the
     payment of such Dividend) to make an Investment in one or more Unrestricted
     Wellbeing Joint Ventures pursuant to Section 10.05(xx) for the purposes of
     financing the Wellbeing Project and/or the operations of the Unrestricted
     Wellbeing Joint Ventures;

          (x) the Refinancing may be consummated in accordance with the
     requirements of this Agreement;

          (xi) so long as no Default and no Event of Default then exists or
     would result therefrom, any Existing Senior Notes, any Permitted Senior
     Notes and any Permitted Refinancing Senior Notes may be refinanced with any
     Permitted Refinancing Senior Notes in accordance with the requirements of
     this Agreement;

          (xii) so long as no Specified Default and no Event of Default then
     exists or would result therefrom, any Scheduled Existing Indebtedness, any
     Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred
     to refinance same may be refinanced with Permitted Refinancing Indebtedness
     in accordance with the requirements of this Agreement; and

          (xiii) in addition to the actions permitted above, the Borrower and
     its Subsidiaries may make Investments (and, without duplication, may
     repurchase or redeem (so long as any repurchased Indebtedness is promptly
     cancelled) any Indebtedness otherwise described in Section 10.09(a)(i)), so
     long as (I) no Default or Event of Default then exists or would result
     therefrom, (II) the aggregate amount of cash expended pursuant to this
     Section 10.06 (xiii) to effect such Investments after the Effective Date
     does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of
     Retained Excess Cash Flow Amount at the time such Investment is made and
     (III) to the extent any such Investment (or any part thereof) is made in
     reliance on preceding clause (II)(y), calculations are made by the Borrower
     of compliance with Section 10.04(a) (regardless of whether any Indebtedness
     is then being incurred pursuant to said Section 10.04(a)) for the
     Calculation Period most recently ended prior to the date of the respective
     repurchase or redemption (determined on a Pro Forma Basis after giving
     effect to such Investment and the incurrence of any Indebtedness to finance
     same), as set forth in a certificate by an


                                     -152-


     Authorized Officer of the Borrower furnished to the Administrative Agent on
     the date of such Investment, and such calculations shall show that, after
     giving effect to the respective Investment (and any contemporaneous
     Investments) and any Indebtedness being incurred in connection therewith,
     the Borrower would be permitted to incur at least $1 of additional
     Indebtedness pursuant to Section 10.04(a) at such time; provided that, to
     the extent that such Investments constitute redemptions and/or repurchases
     of Existing Senior Notes, Permitted Senior Notes and/or Permitted
     Refinancing Senior Notes from time to time (whether redeemed in accordance
     with the terms of the indenture therefor and/or repurchased on the open
     market), all such Existing Senior Notes, Permitted Senior Notes or
     Permitted Refinancing Senior Notes, as the case may be, so repurchased or
     redeemed are promptly cancelled by the Borrower.

          10.07. Transactions with Affiliates. No Credit Agreement Party will,
nor will permit any of its Subsidiaries to, enter into any transaction or series
of transactions with any Affiliate of Holdings or any of its Subsidiaries other
than in the ordinary course of business and on terms and conditions
substantially as favorable to such Credit Agreement Party or such Subsidiary as
would be reasonably expected to be obtainable by such Credit Agreement Party or
such Subsidiary at the time in a comparable arm's-length transaction with a
Person other than an Affiliate; provided that the following shall in any event
be permitted: (i) the Transaction; (ii) intercompany transactions among the
Borrower and its Subsidiaries to the extent expressly permitted by Sections
10.02, 10.04, 10.05 and 10.06; (iii) the payment of consulting or other fees to
the Borrower by any of its Subsidiaries in the ordinary course of business; (iv)
customary fees to non-officer directors of the Borrower and its respective
Subsidiaries; (v) the Borrower and its Subsidiaries may enter into the
employment arrangements with respect to the procurement of services with their
respective officers and employees in the ordinary course of business; (vi)
Dividends may be paid by Holdings to the extent permitted by Section 10.06;
(vii) the payment of customary fees (excluding management fees) to the Agents
and their Affiliates for services rendered (including, without limitation, any
underwriting discounts and commissions); (viii) transactions between the
Borrower and/or any of its Subsidiaries and their respective Affiliates listed
on Schedule XVI hereto; and (ix) the California Disposition and any loan of all
or a portion of the Net Sale Proceeds therefrom to an Affiliate of the Borrower,
so long as (and only so long as) such transactions would not (in the absence of
this clause (ix) and, for such purpose, assuming same were in the "ordinary
course of business") give rise to a violation of this Section 10.07. In no event
shall any management, consulting or similar fee be paid or payable by Holdings
or any of its Subsidiaries to any Affiliate (other than the Borrower or any
other Credit Party), except as specifically provided in this Section 10.07.

          10.08. Fixed Charge Coverage Ratio. During any Compliance Period, the
Borrower shall not permit (i) the Fixed Charge Coverage Ratio to be less than
1.00:1.00 for the four Fiscal Quarters most recently ended for which financial
statements are available immediately prior to the beginning of such Compliance
Period and (ii) the Fixed Charge Coverage Ratio for each four-Fiscal Quarter
period ending during such Compliance Period to be less than 1.00:1.00. Within
five Business Days of (x) the first day of a Compliance Period and (y) the last
Business Day of any Fiscal Quarter during which a Compliance Period is
occurring, Holdings shall provide to Administrative Agent a Compliance
Certificate calculating the Fixed Charge Coverage Ratio based on the most recent
quarterly financial statements delivered pursuant to Section 9.01(b).


                                     -153-



          10.09. Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; Issuances of Capital Stock; etc. (a) No Credit Agreement Party
will, and no Credit Agreement Party will permit any of its Subsidiaries to:

          (i) make (or give any notice in respect of) any voluntary or optional
     payment or prepayment on or redemption, repurchase or acquisition for value
     of (including, without limitation, by way of depositing with the trustee
     with respect thereto or any other Person money or securities before due for
     the purpose of paying when due), or any prepayment, repurchase, redemption
     or acquisition for value as a result of any asset sale, change of control
     or similar event of any Existing Indebtedness or, after the incurrence or
     issuance thereof, any Permitted Refinancing Indebtedness, any Shareholder
     Subordinated Note, any Qualified Preferred Stock, any Permitted Acquired
     Debt, any Permitted Refinancing Senior Note, except to the extent expressly
     permitted under Section 10.06(xi), (xii), (xiii) and/or (xiv) or, in the
     case of Permitted Acquired Debt, required by Section 9.11(h);

          (ii) amend or modify, or permit the amendment or modification of, any
     provision of any Existing Senior Notes Document or any Intermediate Holdco
     Credit Document or, on and after the execution and delivery thereof, any
     Wellbeing Project Financing Document, any Permitted Senior Notes Document
     and any Permitted Refinancing Senior Notes Document, in any such case other
     than any technical or clarifying amendments, modifications or changes to
     any such Documents that are not in any way adverse to the interests of the
     Lenders and do not relate to the subordination provisions contained therein
     or, in the case of any Wellbeing Project Financing Document, amendments,
     modifications or changes which do not result in the Wellbeing Project
     Financing ceasing to meet the requirements of "Wellbeing Project Financing"
     as set forth in the definition thereof; or

          (iii) amend, modify or change any Permitted Acquired Debt, any
     Permitted Refinancing Indebtedness, any Tax Allocation Agreement, any
     Management Agreement, any Qualified Preferred Stock, its certificate of
     incorporation (including, without limitation, by the filing or modification
     of any certificate of designation), by-laws, certificate of partnership,
     partnership agreement, certificate of limited liability company, limited
     liability company agreement (or equivalent organizational documents) or any
     agreement entered into by it, with respect to its capital stock or other
     Equity Interests (including any Shareholders' Agreement), or enter into any
     new Tax Allocation Agreement, Management Agreement or agreement with
     respect to its capital stock or other Equity Interests, other than (A) any
     change to Permitted Acquired Debt or Permitted Refinancing Indebtedness as
     a result of the refinancing thereof as permitted by Section 10.09(a), (B)
     any amendments or modifications to Permitted Refinancing Debt or Qualified
     Preferred Stock consistent with the definitions thereof provided herein and
     (C) any amendments, modifications or changes pursuant to this Section
     10.09(a) and any such new agreements pursuant to this Section 10.09(a), (x)
     which do not adversely affect the interests of the Lenders in any material
     respect, (y), in the case of any Management Agreement, which does not
     involve the payment by Holdings or any of its Subsidiaries of any amount
     which could give rise to a violation of this Agreement and (z) any


                                      -154-



     amendment to such Person's respective certificates of incorporation or
     other organizational documents to authorize the issuance of capital stock
     or other Equity Interests otherwise permitted to be issued pursuant to the
     terms of this Agreement.

          (b) Neither Holdings nor any of its Subsidiaries shall designate any
Indebtedness (other than the Obligations) as "Designated Guarantor Senior Debt"
or "Designated Senior Debt" for purposes of the Existing Senior Notes Documents
or, on and after the execution and delivery thereof, the Permitted Senior Notes
Documents and the Permitted Refinancing Senior Notes Documents.

          10.10. Limitation on Issuance of Equity Interests. (a) Holdings will
not issue (i) any Preferred Equity (or any options, warrants or rights to
purchase Preferred Equity) (other than Qualified Preferred Stock issued pursuant
to clause (c) below) or (ii) any redeemable common stock or equivalent common
Equity Interests.

          (b) Neither Intermediate Holdco nor the Borrower shall, nor shall
permit any of its Subsidiaries to, issue any capital stock or other Equity
Interests (including by way of sales of treasury stock), except (i) for
transfers and replacements of then outstanding shares of capital stock or other
Equity Interests, (ii) for stock splits, stock dividends and additional
issuances which do not decrease the aggregate percentage ownership of Holdings
and its Subsidiaries in any class of the capital stock or other Equity Interests
of such Subsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower,
to qualify directors to the extent required by applicable law, (iv) Subsidiaries
formed after the Initial Borrowing Date pursuant to Section 10.13 may issue
capital stock or other Equity Interests in accordance with the requirements of
Section 10.13 and (v) issuances of Equity Interests (including Preferred Equity)
by any Wholly-Owned Subsidiary of the Borrower to one or more other Wholly-Owned
Subsidiaries of the Borrower. All capital stock or other Equity Interests issued
in accordance with this Section 10.10(b) shall, to the extent required by the
relevant Security Document, be delivered to the Collateral Agent for pledge
pursuant to such Security Document.

          (c) Holdings may from time to time (i) issue Qualified Preferred
Stock, so long as (x) no Default or Event of Default shall exist at the time of
any such issuance or immediately after giving effect thereto, and (y) with
respect to each issuance of Qualified Preferred Stock, the gross cash proceeds
therefrom (or in the case of Qualified Preferred Stock directly issued as
consideration for a Permitted Acquisition, the Fair Market Value thereof of the
assets received therefor) shall be at least equal to 100% of the liquidation
preference thereof at the time of issuance and (ii) issue additional shares of
Qualified Preferred Stock to pay in kind regularly scheduled Dividends on
Qualified Preferred Stock theretofore issued in compliance with this Section
10.10(c).

          10.11. Limitation on Certain Restrictions on Subsidiaries. No Credit
Agreement Party will, nor will permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective,
any encumbrance or restriction on the ability of any such Subsidiary to (x) pay
dividends or make any other distributions on its capital stock or any other
Equity Interests or participation in its profits owned by Holdings or any
Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary
of Holdings, (y) make loans or advances to Holdings or any Subsidiary of
Holdings or (z) transfer any of its properties or


                                      -155-



assets to Holdings or any of its Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting
assignment of any licensing agreement (in which the Borrower or any of its
Subsidiaries is the licensee) or any other contract entered into by the Borrower
or any Subsidiary of the Borrower in the ordinary course of business, (v) any
agreement or instrument governing Permitted Acquired Debt, which encumbrance or
restriction is not applicable to any Person or the properties or assets of any
Person, other than the Person or the properties or assets of the Person acquired
pursuant to the respective Permitted Acquisition and so long as the respective
encumbrances or restrictions were not created (or made more restrictive) in
connection with or in anticipation of the respective Permitted Acquisition, (vi)
restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time
of the acquisition thereof as a result of an Investment pursuant to Section
10.05 or a Permitted Acquisition effected in accordance with Section 9.14;
provided that the restrictions applicable to such joint venture are not made
more burdensome, from the perspective of the Borrower and its Subsidiaries, than
those as in effect immediately before giving effect to the consummation of the
respective Investment or Permitted Acquisition; (vii) any restriction or
encumbrance with respect to assets subject to Liens permitted by Sections
10.03(iv), (x), (xi), (xii) and (xvi); (viii) the Existing 2011 Senior Notes
Documents; (ix) the Existing 2010 Senior Notes Documents; (x) the Existing 2009
Senior Notes Documents; (xi) the Existing 2013 Senior Notes Documents; (xii) the
Intermediate Holdco Credit Documents; (xiii) the Term Credit Documents; (xiv)
the Wellbeing Project Financing Documents; (xv) on and after the execution and
delivery thereof, the Permitted Senior Notes Documents; and (xvi) on and after
the execution and delivery thereof, the Permitted Senior Refinancing Notes
Documents.

          10.12. Limitation on the Creation of Subsidiaries and Joint Ventures.
(a) Except as otherwise specifically provided in immediately succeeding clause
(b), Holdings will not, and will not permit any of its Subsidiaries to,
establish, create or acquire after the Initial Borrowing Date any Subsidiary,
provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted
to establish or create Wholly-Owned Subsidiaries so long as (A) at least 1
Business Day's (or such longer period as is acceptable to the Administrative
Agent in any given case) of such establishment, creation or acquisition, as the
case may be, written notice thereof is given to the Administrative Agent
(provided that no such notice shall be required to be given in the case of a
Shell Corporation), (B) subject to Sections 9.11(d) and 9.12, the Equity
Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted
Subsidiary) are pledged pursuant to, and to the extent required by, the
applicable Pledge Agreements and, if such Equity Interests constitute
certificated Equity Interests, the certificates representing such Equity
Interests, together with stock or other powers duly executed in blank, are
delivered to the Collateral Agent for the benefit of the Secured Creditors, (C)
to the extent such new Wholly-Owned Subsidiary is required, in accordance with
the applicable provisions of Section 9.11, to become a Subsidiary Guarantor, (i)
such new Wholly-Owned Subsidiary executes and delivers counterparts of the
Subsidiaries Guaranty, the Intercompany Subordination Agreement, the
Intercreditor Agreement and such Security Documents as would have been entered
into by the respective Subsidiary if same had been a Subsidiary Guarantor on the
Initial Borrowing Date, and takes all action in connection therewith as would
otherwise have been required to be taken pursuant to Section 6 if such new
Wholly-Owned Subsidiary had been a Credit Party on the Initial Borrowing Date,
and


                                      -156-



(D) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or
the Required Lenders, takes all other actions required pursuant to Section 9.11
(including, without limitation, to, at its own expense, execute, acknowledge and
deliver, or cause the execution, acknowledgement and delivery of, and thereafter
register, file or record in any appropriate governmental office, any document or
instrument reasonably deemed by the Collateral Agent to be necessary or
desirable for the creation and perfection of the Liens on its assets intended to
be created pursuant to the applicable Security Documents); provided that (x) the
Credit Documents required to be executed and delivered pursuant to clause (C) by
such newly formed, created or acquired Subsidiary shall not be required to be so
executed and delivered until 45 days after the formation, creation or
acquisition of such Subsidiary, and (y) in the case of a Shell Corporation
created or established by the Borrower or any of its Wholly-Owned Subsidiaries,
the actions described in clauses (B) and (C) and applicable to such Shell
Corporation shall not be required to be taken (so long as same remains a Shell
Corporation) until 60 days after the creation or establishment of such Shell
Corporation.

          (b) In addition to Subsidiaries of the Borrower created pursuant to
preceding clause (a), the Borrower and its Subsidiaries may establish, acquire
or create, and make Investments in, Non-Wholly Owned Subsidiaries after the
Initial Borrowing Date as a result of Permitted Acquisitions (subject to the
limitations contained in the definition thereof) and Investments expressly
permitted to be made pursuant to Section 10.05, provided that (x) all Equity
Interests of each such Non-Wholly Owned Subsidiary which is an Unrestricted
Subsidiary shall be pledged by any Credit Party which owns same to the extent
required by the Pledge Agreements, and (y) any actions required to be taken
pursuant to Section 9.11 in connection with the establishment of, or Investments
in, the respective Subsidiaries are taken in accordance with the requirements of
said Section 9.11.

          10.13. Special Restrictions Relating to Principal Property. No Credit
Agreement Party will, nor will permit any Subsidiary Guarantor to, (i) own or
acquire any Principal Property (other than the Principal Properties designated
on Schedule XVII hereto) or (ii) directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become liable for or suffer to exist any
Indebtedness secured by a Lien on any Principal Property; provided however that,
notwithstanding the foregoing, (x) the Borrower and its Subsidiaries may acquire
(by way of third-party purchase) up to (but not more than) two Principal
Properties after the Initial Borrowing Date and, thereafter, own such Principal
Properties and (y) the Borrower and its Subsidiaries may own additional
Principal Properties which are not Principal Properties on the Initial Borrowing
Date (or, if acquired after the Initial Borrowing Date, on such date of
acquisition) if (x) the respective Principal Property becomes a Principal
Property after the Initial Borrowing Date (or such date of acquisition) as a
result of the making of capital expenditures or other investments in such
Property by the Borrower or the respective Subsidiary or (y) the respective
Principal Property is constructed by the Borrower or the respective Subsidiary.

          10.14. No Additional Deposit Accounts; etc. The Borrower will not, and
will not permit any Subsidiary Guarantor, directly or indirectly, open, maintain
or otherwise have any checking, savings, deposit, securities or other accounts
at any bank or other financial institution where cash or Cash Equivalents are or
may be deposited or maintained with any Person, other than (i) the Core
Concentration Account, (ii) the Collection Accounts set forth on Part A of
Schedule III, and (iii) the Excluded Deposit Accounts; provided that the
Borrower or any


                                      -157-



Subsidiary Guarantor may open new Collection Accounts, not set forth in such
Schedule III, so long as prior to opening any such account (i) the
Administrative Agent has consented in writing to such opening (which consent
shall not be unreasonably withheld or delayed), (ii) the Borrower has delivered
an updated Schedule III to the Administrative Agent listing such new account if
such account is a Collection Account and (iii) in the case of any new Collection
Account), the financial institution with which such account is opened, together
with the Borrower or the Subsidiary Guarantor which has opened such account and
the Collateral Agent have executed and delivered to the Administrative Agent a
Cash Management Control Agreement.

          SECTION 11. Events of Default.

          Upon the occurrence of any of the following specified events (each, an
"Event of Default"):

          11.01. Payments. The Borrower shall (i) default in the payment when
due of any principal of any Loan or Note, (ii) default, and such default shall
continue for three or more Business Days, in the payment when due of any Unpaid
Drawing, any interest on any Loan or Note or any Fees or (iii) default, and such
default shall continue for 10 or more Business Days after notice to the Borrower
by the Administrative Agent or any Lender, in the payment when due of any other
amounts owing hereunder or under any other Credit Document; or

          11.02. Representations, etc. Any representation, warranty or statement
made or deemed made by any Credit Party herein or in any other Credit Document
(other than a Foreign Security Document) or in any statement or certificate
delivered pursuant hereto or thereto shall prove to be untrue in any material
respect on the date as of which made or deemed made; or

          11.03. Covenants. Holdings or any of its Subsidiaries shall (a)
default in the due performance or observance by it of any term, covenant or
agreement contained in Sections 9.01(e)(i), 9.10, 9.11, 9.14, 9.17, 9.18, 9.19
or 10, or (b) default in the due performance or observance by it of any term,
covenant or agreement contained in Section 9.01(o) and such default shall
continue unremedied for at least one Business Day or (c) default in the due
performance or observance by it of any term, covenant or agreement contained in
this Agreement (other than those referred to in Sections 11.01, 11.02 or clause
(a) or clause (b) of this Section 11.03) and such default shall continue
unremedied for a period of at least 30 days; or

          11.04. Default Under Other Agreements. (a) Holdings or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness
(other than the Obligations) beyond the period of grace, if any, provided in the
instrument or agreement under which Indebtedness was created or (ii) default in
the observance or performance of any agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause (determined without regard to whether any notice is
required), any such Indebtedness to become due prior to its stated maturity; or
(b) any Indebtedness (other than the Obligations) of Holdings or any of its
Subsidiaries shall be declared to be (or shall become) due and payable, or shall
be required to be prepaid other than by a regularly scheduled required
prepayment, prior to the


                                      -158-



stated maturity thereof; provided that it shall not constitute an Event of
Default pursuant to clause (a) or (b) of this Section 11.04 unless the principal
amount of any one issue of such Indebtedness, or the aggregate amount of all
such Indebtedness referred to in clauses (a) and (b) above, equals or exceeds
$25,000,000; or

          11.05. Bankruptcy, etc. Holdings or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against
Holdings or any of its Subsidiaries and the petition is not controverted within
10 days, or is not dismissed within 60 days, after commencement of the case; or
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of Holdings or any of its
Subsidiaries; or Holdings or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to Holdings or any of
its Subsidiaries; or there is commenced against Holdings or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days; or Holdings or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or Holdings or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or
Holdings or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any Company action is taken by Holdings or any of its
Subsidiaries for the purpose of effecting any of the foregoing; or

          11.06. ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
..67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days which will result in a
Material Adverse Effect, any Plan which is subject to Title IV of ERISA shall
have had or is likely to have a trustee appointed to administer such Plan
pursuant to Section 4042(b) of ERISA, any Plan or Multiemployer Plan which is
subject to Title IV of ERISA is, shall have been or is likely to be
involuntarily terminated or to be the subject of termination proceedings under
ERISA, any Plan subject to Title IV of ERISA shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan subject to
Title IV of ERISA or Multiemployer Plan or a Foreign Pension Plan has not been
made within 60 days of when due, Holdings or any Subsidiary of Holdings or any
ERISA Affiliate has incurred or is likely to incur any liability to or on
account of a Plan subject to Title IV of ERISA or Multiemployer Plan under
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code, or Holdings or any Subsidiary of Holdings
has incurred or is likely to incur liabilities pursuant to one or more employee
welfare benefit plans (as defined in Section 3(1) of ERISA) that provide


                                      -159-



benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or Plans or Foreign Pension Plans, a "default" within
the meaning of Section 4219(c)(5) of ERISA, shall occur with respect to any Plan
or Multiemployer Plan; (b) there shall result from any such event or events
described above in this Section 10.06 the imposition of a lien, the granting of
a security interest, or a liability or a material risk of incurring a liability
resulting from any event described in clause (a) above; and (c) such lien,
security interest or liability, individually and/or in the aggregate, in the
reasonable opinion of the Required Lenders, has had, or could reasonably be
expected to have, a Material Adverse Effect; or

          11.07. Security Documents. (a) Any Security Document shall cease to be
in full force and effect (except in accordance with the terms thereof), or
shall, subject to the Intercreditor Agreement, cease to give the Collateral
Agent for the benefit of the Secured Creditors the Liens, rights, powers and
privileges purported to be created thereby (including, without limitation, a
perfected security interest in, and Lien on, all of the Collateral), in favor of
the Collateral Agent, superior to and prior to the rights of all third Persons
(except as permitted by Section 10.03), and subject to no other Liens (except as
permitted by Section 10.03), or (b) any Credit Party shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any such Security Document and such default
shall continue beyond any cure or grace period specifically applicable thereto
pursuant to the terms of any such Security Document; provided that the failure
to have a perfected and enforceable Lien on Collateral in favor of the
Collateral Agent shall not give rise to an Event of Default under this Section
11.07, unless the aggregate fair market value of all Collateral over which the
Collateral Agent fails to have a perfected and enforceable Lien (exclusive of
Collateral that is the subject of an Excluded Event) equals or exceeds
$10,000,000; or

          11.08. Guaranties. Any Guaranty or any provision thereof shall cease
to be in full force or effect as to the relevant Guarantor, or any Guarantor or
Person acting by or on behalf of such Guarantor shall deny or disaffirm such
Guarantor's obligations under the relevant Guaranty, or any Guarantor shall
default in the due performance or observance of any term, covenant or agreement
on its part to be performed or observed pursuant to its Guaranty; or

          11.09. Judgments. One or more judgments or decrees shall be entered
against Holdings or any of its Subsidiaries involving a liability (to the extent
not paid or covered by a reputable and solvent insurance company (with any
portion of any judgment or decree not so covered to be included in any
determination hereunder)) equal to or in excess of $25,000,000 for all such
judgments and decrees and all such judgments or decrees shall either be final
and non-appealable or shall not have been vacated, discharged or stayed or
bonded pending appeal for any period of 60 consecutive days; provided, however,
that the rendering of any such judgment(s) or decree(s) by courts outside of the
United States and Bermuda shall not be an Event of Default under this Section
11.09 unless (i) Holdings and its Subsidiaries which are subject to the
judgment(s) or decree(s), as of the date of the issuance of such judgment(s) or
decree(s) (or any later date while such judgment(s) or decree(s) are still in
effect) have at least $25,000,000 in net assets (determined on a book basis
without regard to any write-down or write-off of such assets as a result of such
judgment(s) or decree(s)) located in the jurisdictions (i.e., the relevant
country or countries or any larger jurisdiction of the respective court(s)) of
the


                                      -160-



courts rendering such judgment(s) or decree(s) (which is (or are) final and
non-appealable or has (or have) not been vacated, discharged, stayed or bonded
pending appeal for any period of 60 consecutive days) or (ii) an order or orders
enforcing such judgment(s) or decree(s) (which is (or are) final and
non-appealable or has (or have) not been vacated, discharged, stayed or bonded
pending appeal for any period of 60 consecutive days) is entered by a court or
courts of competent jurisdiction in a jurisdiction or jurisdictions where
Holdings and/or its Subsidiaries subject to the order, as of the date of the
entry of such order of enforcement (or any later date while any such order is
still in effect), have at least $25,000,000 in net assets located in such
jurisdiction or jurisdictions (determined on a book basis without regard to any
write-down or write-off of such assets as a result of such judgment(s) or
decree(s)); or

          11.10. Ownership. A Change of Control shall have occurred; or

          11.11. Denial of Liability. Any Credit Agreement Party shall deny its
obligations under this Agreement, any Note or any other Credit Document;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to Holdings or the Borrower,
take any or all of the following actions, without prejudice to the rights of any
Agent or any Lender to enforce its claims against any Credit Party (provided
that if an Event of Default specified in Section 11.05 shall occur with respect
to the Borrower, the result which would occur upon the giving of written notice
by the Administrative Agent as specified in clauses (i) and (ii) below shall
occur automatically without the giving of any such notice): (i) declare the
Total Commitment terminated, whereupon the Revolving Loan Commitment of each
Lender shall forthwith terminate immediately and any Commitment Commission and
any other Fees shall forthwith become due and payable without any other notice
of any kind; (ii) declare the principal of and any accrued interest in respect
of all Loans and all Obligations owing hereunder (including Unpaid Drawings) to
be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; (iii) enforce, as Collateral Agent (or direct the
Collateral Agent to enforce), subject to the Intercreditor Agreement, any or all
of the Liens and security interests created pursuant to the Security Documents;
(iv) terminate any Letter of Credit which may be terminated in accordance with
its terms; (v) direct the Borrower to pay (and the Borrower agrees that upon
receipt of such notice, or upon the occurrence of an Event of Default specified
in Section 11.05 with respect to the Borrower, it will pay) to the
Administrative Agent at the Payment Office such additional amount of cash, to be
held as security by the Administrative Agent, as is equal to the aggregate
Stated Amount of all Letters of Credit issued for the account of the Borrower
and then outstanding; and (vi) apply any cash collateral held by the
Administrative Agent as provided in Section 5.02 to the repayment of the
Obligations.

          SECTION 12. The Administrative Agent.

          12.01. Appointment. The Lenders hereby irrevocably designate and
appoint DBNY as Administrative Agent (for purposes of this Section 12 and
Section 13.01, the term "Administrative Agent" also shall include DBNY in its
capacity as Collateral Agent pursuant to the Security Documents) to act as
specified herein and in the other Credit Documents. Each Lender hereby
irrevocably authorizes, and each holder of any Note by the acceptance of such


                                      -161-



Note shall be deemed irrevocably to authorize, the Administrative Agent to take
such action on its behalf under the provisions of this Agreement, the other
Credit Documents and any other instruments and agreements referred to herein or
therein and to exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of the Administrative
Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. The Administrative Agent may perform any of its respective
duties hereunder by or through its officers, directors, agents, employees or
affiliates.

          12.02. Nature of Duties. (a) The Administrative Agent shall not have
any duties or responsibilities except those expressly set forth in this
Agreement and in the other Credit Documents. Neither the Administrative Agent
nor any of its officers, directors, agents, employees or affiliates shall be
liable for any action taken or omitted by it or them hereunder or under any
other Credit Document or in connection herewith or therewith, unless caused by
its or their gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision). The duties of
the Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement or any other
Credit Document a fiduciary relationship in respect of any Lender or the holder
of any Note; and nothing in this Agreement or in any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement or any
other Credit Document except as expressly set forth herein or therein.

          (b) Notwithstanding any other provision of this Agreement or any
provision of any other Credit Document, the Lead Arranger is named as such for
recognition purposes only, and in its capacity as such shall have no powers,
duties, responsibilities or liabilities with respect to this Agreement or the
other Credit Documents or the transactions contemplated hereby and thereby; it
being understood and agreed that the Lead Arranger shall be entitled to all
indemnification and reimbursement rights in favor of the Administrative Agent
as, and to the extent, provided for under Sections 12.06 and 13.01. Without
limitation of the foregoing, the Lead Arranger shall not, solely by reason of
this Agreement or any other Credit Documents, have any fiduciary relationship in
respect of any Lender or any other Person.

          12.03. Lack of Reliance on the Administrative Agent. Independently and
without reliance upon the Administrative Agent, each Lender and the holder of
each Note, to the extent it deems appropriate, has made and shall continue to
make (i) its own independent investigation of the financial condition and
affairs of Holdings and its Subsidiaries in connection with the making and the
continuance of the Loans and the taking or not taking of any action in
connection herewith and (ii) its own appraisal of the creditworthiness of
Holdings and its Subsidiaries and, except as expressly provided in this
Agreement, the Administrative Agent shall not have any duty or responsibility,
either initially or on a continuing basis, to provide any Lender or the holder
of any Note with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter. The Administrative Agent shall not be responsible to any
Lender or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectibility, priority or
sufficiency of this Agreement or any other Credit Document or the financial
condition of Holdings or any of its


                                      -162-



Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document, or the financial condition of Holdings
or any of its Subsidiaries or the existence or possible existence of any Default
or Event of Default.

          12.04. Certain Rights of the Administrative Agent. If the
Administrative Agent requests instructions from the Required Lenders with
respect to any act or action (including failure to act) in connection with this
Agreement or any other Credit Document, the Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the Required Lenders;
and the Administrative Agent shall not incur liability to any Lender by reason
of so refraining. Without limiting the foregoing, neither any Lender nor the
holder of any Note shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Lenders.

          12.05. Reliance. The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that the Administrative Agent believed to be the proper
Person, and, with respect to all legal matters pertaining to this Agreement and
any other Credit Document and its duties hereunder and thereunder, upon advice
of counsel selected by the Administrative Agent.

          12.06. Indemnification. To the extent the Administrative Agent (or any
affiliate thereof) is not reimbursed and indemnified by the Borrower, the
Lenders will reimburse and indemnify the Administrative Agent (and any affiliate
thereof) in proportion to their respective "percentage" as used in determining
the Required Lenders (determined as if there were no Defaulting Lenders) for and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind
or nature which may be imposed on, asserted against or incurred by the
Administrative Agent (or any affiliate thereof) in performing its duties
hereunder or under any other Credit Document or in any way relating to or
arising out of this Agreement or any other Credit Document; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent's (or such affiliate's)
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

          12.07. The Administrative Agent in its Individual Capacity. With
respect to its obligation to make Loans, or issue or participate in Letters of
Credit, under this Agreement, the Administrative Agent shall have the rights and
powers specified herein for a "Lender" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Lender," "Required Lenders," "Holders of Notes" or any similar terms
shall, unless the context clearly indicates otherwise, include the
Administrative Agent in its respective individual capacities. The Administrative
Agent and its affiliates may accept deposits from, lend money to, and generally
engage in any kind of banking, investment banking, trust or other business with,
or provide debt financing, equity capital or other services (including financial


                                      -163-



advisory services) to any Credit Party or any Affiliate of any Credit Party (or
any Person engaged in a similar business with any Credit Party or any Affiliate
thereof) as if they were not performing the duties specified herein, and may
accept fees and other consideration from any Credit Party or any Affiliate of
any Credit Party for services in connection with this Agreement and otherwise
without having to account for the same to the Lenders.

          12.08. Holders. (a) The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or endorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

          (b) Without limiting the provisions of preceding clause (a), the
parties hereto acknowledge and agree that any Agent hereunder may also act in
individual or agency capacities in connection with other financings, including,
without limitation, pursuant to the Term Credit Documents. The parties hereto
agree to each of the Agents acting in such other individual and agency
capacities, and shall not raise any claim in connection therewith (except to the
extent resulting from the gross negligence or willful misconduct of the
respective such Person as an Agent hereunder).

          12.09. Resignation by the Administrative Agent. (a) The Administrative
Agent may resign from the performance of all its respective functions and duties
hereunder and/or under the other Credit Documents at any time by giving 15
Business Days' prior written notice to the Lenders and, unless a Default or an
Event of Default under Section 11.05 then exists, the Borrower. Any such
resignation by an Administrative Agent hereunder shall also constitute its
resignation as an Issuing Lender and the Swingline Lender, in which case the
resigning Administrative Agent (x) shall not be required to issue any further
Letters of Credit or make any additional Swingline Loans hereunder and (y) shall
maintain all of its rights as Issuing Lender or Swingline Lender, as the case
may be, with respect to any Letters of Credit issued by it, or Swingline Loans
made by it, prior to the date of such resignation. Such resignation shall take
effect upon the appointment of a successor Administrative Agent pursuant to
clauses (b) and (c) below or as otherwise provided below.

          (b) Upon any such notice of resignation by the Administrative Agent,
the Required Lenders shall appoint a successor Administrative Agent hereunder or
thereunder who shall be a commercial bank or trust company reasonably acceptable
to the Borrower, which acceptance shall not be unreasonably withheld or delayed
(provided that the Borrower's approval shall not be required if an Event of
Default then exists).

          (c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed, provided that the Borrower's consent shall not be required if an Event
of Default then exists), shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder or thereunder until


                                      -164-



such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided above.

          (d) If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 20th Business Day after the date such notice
of resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above.

          (e) Upon a resignation of the Administrative Agent pursuant to this
Section 12.09, the Administrative Agent shall remain indemnified to the extent
provided in this Agreement and the other Credit Documents and the provisions of
this Section 12 (and the analogous provisions of the other Credit Documents)
shall continue in effect for the benefit of the Administrative Agent for all of
its actions and inactions while serving as the Administrative Agent.

          12.10. Collateral Matters. (a) Each Lender authorizes and directs the
Collateral Agent to enter into the Security Documents and the Intercreditor
Agreement. Each Lender hereby agrees, and each holder of any Note by the
acceptance thereof will be deemed to agree, that, except as otherwise set forth
herein, any action taken by the Required Lenders in accordance with the
provisions of this Agreement or the Security Documents, and the exercise by the
Required Lenders of the powers set forth herein or therein, together with such
other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Lenders. The Collateral Agent is hereby authorized on
behalf of all of the Lenders, without the necessity of any notice to or further
consent from any Lender, from time to time prior to an Event of Default, to take
any action with respect to any Collateral or Security Documents which may be
necessary to perfect and maintain perfected the security interest in and liens
upon the Collateral granted pursuant to the Security Documents.

          (b) The Lenders hereby authorize the Collateral Agent, at its option
and in its discretion, to release any Lien granted to or held by the Collateral
Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments
(and all Letters of Credit) and payment and satisfaction of all of the
Obligations (other than inchoate indemnification obligations) at any time
arising under or in respect of this Agreement or the Credit Documents or the
transactions contemplated hereby or thereby, (ii) constituting property being
sold or otherwise disposed of (to Persons other than Holdings and its
Subsidiaries) upon the sale or other disposition thereof in compliance with
Section 10.02, (iii) if approved, authorized or ratified in writing by the
Required Lenders (or all of the Lenders hereunder, to the extent required by
Section 13.12) or (iv) as otherwise may be expressly provided in the relevant
Security Documents. Upon request by the Administrative Agent at any time, the
Lenders will confirm in writing the Collateral Agent's authority to release
particular types or items of Collateral pursuant to this Section 12.10.

          (c) The Collateral Agent shall have no obligation whatsoever to the
Lenders or to any other Person to assure that the Collateral exists or is owned
by any Credit Party or is cared for, protected or insured or that the Liens
granted to the Collateral Agent herein or


                                      -165-



pursuant hereto have been properly or sufficiently or lawfully created,
perfected, protected or enforced or are entitled to any particular priority, or
to exercise or to continue exercising at all or in any manner or under any duty
of care, disclosure or fidelity any of the rights, authorities and powers
granted or available to the Collateral Agent in this Section 12.10 or in any of
the Security Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission or event related thereto, the Collateral Agent
may act in any manner it may deem appropriate, in its sole discretion, given the
Collateral Agent's own interest in the Collateral as one of the Lenders and that
the Collateral Agent shall have no duty or liability whatsoever to the Lenders,
except for its gross negligence or willful misconduct (as determined by a court
of competent jurisdiction in a final and non-appealable decision).

          12.11. Delivery of Information. The Administrative Agent shall not be
required to deliver to any Lender originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from any Credit Party, any Subsidiary, the Required
Lenders, any Lender or any other Person under or in connection with this
Agreement or any other Credit Document except (i) as specifically provided in
this Agreement or any other Credit Document and (ii) as specifically requested
from time to time in writing by any Lender with respect to a specific document,
instrument, notice or other written communication received by and in the
possession of the Administrative Agent at the time of receipt of such request
and then only in accordance with such specific request.

          SECTION 13. Miscellaneous.

          13.01. Payment of Expenses, etc. The Borrower hereby agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and disbursements of White &
Case LLP and the Administrative Agent's other counsel and consultants) in
connection with the preparation, execution, delivery and administration of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, of the Administrative Agent and its Affiliates in connection
with its or their syndication efforts with respect to this Agreement and of the
Administrative Agent and, after the occurrence of an Event of Default, each of
the Issuing Lenders and Lenders in connection with the enforcement of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings
(including, in each case without limitation, the reasonable fees and
disbursements of counsel and consultants (including, without limitation, any
inventory consultants) for the Administrative Agent and, after the occurrence of
an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii)
pay and hold the Administrative Agent, each of the Issuing Lenders and each of
the Lenders harmless from and against any and all present and future stamp,
excise and other similar documentary taxes with respect to the foregoing matters
and save the Administrative Agent, each of the Issuing Lenders and each of the
Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes;
and (iii) indemnify the Administrative Agent, each Issuing Lender and each
Lender, and each of their respective officers, directors, employees,


                                      -166-



representatives, advisors, agents, affiliates, trustees and investment advisors
from and hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys' and consultants' fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or
in any way related to, or by reason of, (a) any investigation, litigation or
other proceeding (whether or not the Administrative Agent, any Issuing Lender or
any Lender is a party thereto and whether or not such investigation, litigation
or other proceeding is brought by or on behalf of any Credit Party) related to
the entering into and/or performance of this Agreement or any other Credit
Document or the use of any Letter of Credit or the proceeds of any Loans
hereunder or the consummation of the Transaction or any other transactions
contemplated herein or in any other Credit Document or the exercise of any of
their rights or remedies provided herein or in the other Credit Documents, or
(b) the actual or alleged presence of Hazardous Materials in the air, surface
water or groundwater or on the surface or subsurface of any Real Property at any
time owned, leased or operated by Holdings or any of its Subsidiaries, the
generation, storage, transportation, handling or disposal of Hazardous Materials
by Holdings or any of its Subsidiaries at any location, whether or not owned,
leased or operated by Holdings or any of its Subsidiaries, the non-compliance by
Holdings or any of its Subsidiaries with any Environmental Law (including
applicable permits thereunder) applicable to any Real Property, or any
Environmental Claim asserted against Holdings, any of its Subsidiaries or any
Real Property at any time owned, leased or operated by Holdings or any of its
Subsidiaries, including, in each case, without limitation, the reasonable fees
and disbursements of counsel and other consultants incurred in connection with
any such investigation, litigation or other proceeding (but excluding any
losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified (as determined by a court of competent jurisdiction in a final and
non-appealable decision)). To the extent that the undertaking to indemnify, pay
or hold harmless the Administrative Agent, any Issuing Lender or any Lender set
forth in the preceding sentence may be unenforceable because it is violative of
any law or public policy, the Borrower shall make the maximum contribution to
the payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.

          13.02. Right of Setoff. (a) In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent, each Issuing Lender and each Lender is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to any Credit Party or to any other Person,
any such notice being hereby expressly waived, to set off and to appropriate and
apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing by the Administrative Agent, such Issuing Lender or such
Lender (including, without limitation, by branches and agencies of the
Administrative Agent, such Issuing Lender or such Lender wherever located) to or
for the credit or the account of Holdings or any of its Subsidiaries against and
on account of the Obligations and liabilities of the Credit Parties to the
Administrative Agent, such Issuing Lender or such Lender under this Agreement or
under any of the other Credit Documents, including, without limitation, all
interests in Obligations purchased by such Lender pursuant to Section 13.04(b),
and all other claims of any nature or description arising out of or connected
with this Agreement or any other Credit Document, irrespective of whether or not
the Administrative Agent, such Issuing Lender or such Lender shall have made any
demand


                                      -167-



hereunder and although said Obligations, liabilities or claims, or any of them,
shall be contingent or unmatured.

          (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (A), AT ANY TIME THAT THE
LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN
CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR
TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE
ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT
OF THE REQUIRED LENDERS OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF
SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE
OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726 OF THE CALIFORNIA CODE OF
CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR
OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY OR ENFORCEABILITY OF THE
LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE
ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED
EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE
REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS
SUBSECTION (B) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE
ADMINISTRATIVE AGENT HEREUNDER.

          13.03. Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telecopier or cable communication) and mailed,
telegraphed, telecopied, cabled or delivered: if to any Credit Party, at the
address specified opposite its signature below or in the other relevant Credit
Documents; if to any Lender, at its address specified on Schedule II; and if to
the Administrative Agent, at the Notice Office; or, as to any Credit Party or
the Administrative Agent, at such other address as shall be designated by such
party in a written notice to the other parties hereto and, as to each Lender, at
such other address as shall be designated by such Lender in a written notice to
the Borrower and the Administrative Agent. All such notices and communications
shall, when mailed, telegraphed, telecopied, or cabled or sent by overnight
courier, be effective when deposited in the mails, delivered to the telegraph
company, cable company or overnight courier, as the case may be, or sent by
telecopier, except that notices and communications to the Administrative Agent
and the Borrower shall not be effective until received by the Administrative
Agent or the Borrower, as the case may be.

          13.04. Benefit of Agreement; Assignments; Participations. (a) This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto; provided,
however, neither Holdings nor the Borrower may assign or transfer any of its
rights, obligations or interest hereunder without the prior written consent of
the Lenders and, provided further, that, although any Lender may transfer,
assign or grant participations in its rights hereunder, such Lender shall remain
a "Lender" for all purposes hereunder (and may not transfer or assign all or any
portion of its Revolving Loan Commitments hereunder except as provided in
Sections 2.13 and 13.04(b)) and the transferee, assignee or


                                      -168-



participant, as the case may be, shall not constitute a "Lender" hereunder and,
provided, further, that no Lender shall transfer or grant any participation
under which the participant shall have rights to approve any amendment to or
waiver of this Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the final scheduled maturity of any Loan,
Note or Letter of Credit (unless such Letter of Credit is not extended beyond
the Revolving Loan Maturity Date) in which such participant is participating, or
reduce the rate or extend the time of payment of interest or Fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates) or reduce the principal amount thereof (it being
understood that any amendment or modification to the financial definitions in
this Agreement or to Section 13.07(a) shall not constitute a reduction in the
rate of interest or Fees payable hereunder), or increase the amount of the
participant's participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitment shall not constitute a change in the terms of
such participation, and that an increase in any Revolving Loan Commitment (or
the available portion thereof) or Loan shall be permitted without the consent of
any participant if the participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by Holdings or the Borrower
of any of its rights and obligations under this Agreement or (iii) release all
or substantially all of the Collateral under all of the Security Documents
(except as expressly provided in the Credit Documents) supporting the Loans or
Letters of Credit hereunder in which such participant is participating. In the
case of any such participation, the participant shall not have any rights under
this Agreement or any of the other Credit Documents (the participant's rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the participant relating
thereto) and all amounts payable by the Borrower hereunder shall be determined
as if such Lender had not sold such participation.

          (b) Notwithstanding the foregoing, any Lender (or any Lender together
with one or more other Lenders) may (x) assign all or a portion of its Revolving
Loan Commitments and related outstanding Obligations (or, if the Revolving Loan
Commitments with respect to the relevant Tranche have terminated, outstanding
Obligations) hereunder to (i)(A) its parent company and/or any affiliate of such
Lender which is at least 50% owned by such Lender or its parent company or (B)
to one or more other Lenders or any affiliate of any such other Lender which is
at least 50% owned by such other Lender or its parent company (provided that any
fund that invests in loans and is managed or advised by the same investment
advisor of another fund which is a Lender (or by an Affiliate of such investment
advisor) shall be treated as an affiliate of such other Lender for the purposes
of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a fund
that invests in loans, any other fund that invests in loans and is managed or
advised by the same investment advisor of any Lender or by an Affiliate of such
investment advisor or (y) assign all, or if less than all, a portion equal to at
least $10,000,000 in the aggregate for the assigning Lender or assigning
Lenders, of such Revolving Loan Commitments and related outstanding Obligations
(or, if the Revolving Loan Commitments with respect to the relevant Tranche have
terminated, outstanding Obligations) hereunder to one or more Eligible
Transferees (treating any fund that invests in loans and any other fund that
invests in loans and is managed or advised by the same investment advisor of
such fund or by an Affiliate of such investment advisor as a single Eligible
Transferee), each of which assignees shall become a party to this Agreement as a
Lender by execution of an Assignment and Assumption Agreement, provided that (i)
at such time, Schedule I shall be deemed modified to reflect the Revolving Loan


                                      -169-



Commitments and/or outstanding Loans, as the case may be, of such new Lender and
of the existing Lenders, (ii) upon the surrender of the relevant Notes by the
assigning Lender (or, upon such assigning Lender's indemnifying the Borrower for
any lost Note pursuant to a customary indemnification agreement) new Notes will
be issued, at the Borrower's expense, to such new Lender and to the assigning
Lender upon the request of such new Lender or assigning Lender, such new Notes
to be in conformity with the requirements of Section 2.05 (with appropriate
modifications) to the extent needed to reflect the revised Revolving Loan
Commitments and/or outstanding Loans, as the case may be, (iii) the consent of
the Administrative Agent and the Issuing Lender and, so long as no Default or
Event of Default then exists and the Syndication Date has theretofore occurred,
the Borrower, shall be required in connection with any such assignment pursuant
to clause (y) above (such consent, in any case, not to be unreasonably withheld,
delayed or conditioned), (iv) the Administrative Agent shall receive at the time
of each such assignment, from the assigning or assignee Lender, the payment of a
non-refundable assignment fee of $3,500 and (v) no such transfer or assignment
will be effective until recorded by the Administrative Agent on the Register
pursuant to Section 13.15. To the extent of any assignment pursuant to this
Section 13.04(b), the assigning Lender shall be relieved of its obligations
hereunder with respect to its assigned Revolving Loan Commitments and
outstanding Loans. At the time of each assignment pursuant to this Section
13.04(b) to a Person which is not already a Lender hereunder and which is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) for Federal income tax purposes, the respective assignee Lender shall, to
the extent legally entitled to do so, provide to the Borrower the appropriate
Internal Revenue Service Forms (and, if applicable, a Section 5.04(b)(ii)
Certificate) described in Section 5.04(b). To the extent that an assignment of
all or any portion of a Lender's Revolving Loan Commitments and related
outstanding Obligations pursuant to Section 2.13 or this Section 13.04(b) would,
at the time of such assignment, result in increased costs under Section 2.10,
3.06 or 5.04 from those being charged by the respective assigning Lender prior
to such assignment, then the Borrower shall not be obligated to pay such
increased costs (although the Borrower, in accordance with and pursuant to the
other provisions of this Agreement, shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective assignment).

          (c) Nothing in this Agreement shall prevent or prohibit any Lender
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank and, with prior
notification to the Administrative Agent (but without the consent of the
Administrative Agent or the Borrower), any Lender which is a fund may pledge all
or any portion of its Loans and Notes to its trustee or to a collateral agent
providing credit or credit support to such Lender in support of its obligations
to such trustee, such collateral agent or a holder of such obligations, as the
case may be. No pledge pursuant to this clause (c) shall release the transferor
Lender from any of its obligations hereunder or substitute (by foreclosure or
otherwise) any such pledgee or assignee for such Lender as a party thereto.

          (d) Any Lender which assigns all of its Revolving Loan Commitments
and/or Loans hereunder in accordance with Section 13.04(b) shall cease to
constitute a "Lender" hereunder, except with respect to indemnification
provisions under this Agreement (including, without limitation, Sections 2.10,
2.11, 3.06, 5.04, 12.06, 13.01 and 13.06), which shall survive as to such
assigning Lender.


                                      -170-



          13.05. No Waiver; Remedies Cumulative. No failure or delay on the part
of the Administrative Agent, the Collateral Agent, any Issuing Lender or any
Lender in exercising any right, power or privilege hereunder or under any other
Credit Document and no course of dealing between the Borrower or any other
Credit Party and the Administrative Agent, the Collateral Agent, any Issuing
Lender or any Lender shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights,
powers and remedies herein or in any other Credit Document expressly provided
are cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender
would otherwise have. No notice to or demand on any Credit Party in any case
shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender to
any other or further action in any circumstances without notice or demand.

          13.06. Payments Pro Rata. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of the Obligations
hereunder, the Administrative Agent shall distribute such payment to the Lenders
entitled thereto (other than any Lender that has consented in writing to waive
its pro rata share of any such payment) pro rata based upon their respective
shares, if any, of the Obligations with respect to which such payment was
received.

          (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees,
of a sum which with respect to the related sum or sums received by other Lenders
is in a greater proportion than the total of such Obligation then owed and due
to such Lender bears to the total of such Obligation then owed and due to all of
the Lenders immediately prior to such receipt, then such Lender receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Lenders an interest in the Obligations of the respective Credit Party to
such Lenders in such amount as shall result in a proportional participation by
all the Lenders in such amount; provided that if all or any portion of such
excess amount is thereafter recovered from such Lenders, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

          (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

          13.07. Calculations; Computations. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with U.S. GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by Holdings to the Lenders), provided that (i) except as otherwise


                                      -171-



specifically provided herein, all computations determining the Excess Cash Flow,
the Senior Leverage Ratio, the Total Leverage Ratio and compliance with Sections
3, 9.14 and 9, including in each case definitions used therein, shall, in each
case, utilize United States accounting principles and policies in effect at the
time of the preparation of, and in conformity with those used to prepare, the
historical consolidated audited financial statements of the Borrower delivered
to the Lenders pursuant to Section 7.10(b) of the Original Credit Agreement for
Fiscal Year 2005, (ii) to the extent expressly required pursuant to the
provisions of this Agreement, certain calculations shall be made on a Pro Forma
Basis and (iii) for purposes of determining compliance with any incurrence or
expenditure tests set forth in Sections 9 and/or 10, any amounts so incurred or
expended (to the extent incurred or expended in a currency other than Dollars)
shall be converted into Dollars on the basis of the exchange rates (as shown on
Reuters ECB page 37 or, if same does not provide such exchange rates, on such
other basis as is reasonably satisfactory to the Administrative Agent) as in
effect on the date of such incurrence or expenditure under any provision of any
such Section that has an aggregate Dollar limitation provided for therein (and
to the extent the respective incurrence or expenditure test regulates the
aggregate amount outstanding at any time and it is expressed in terms of
Dollars, all outstanding amounts originally incurred or spent in currencies
other than Dollars shall be converted into Dollars on the basis of the exchange
rates (as shown on Reuters ECB page 37 or, if same does not provide such
exchange rates, on such other basis as is reasonably satisfactory to the
Administrative Agent) as in effect on the date of any new incurrence or
expenditures made under any provision of any such Section that regulates the
Dollar amount outstanding at any time).

          (b) All computations of interest, Commitment Commission and other Fees
hereunder shall be made on the basis of a year of 360 days (except for interest
calculated by reference to (x) the Prime Lending Rate, which shall be based on a
year of 365 or 366 days, as applicable and (y) Sterling LIBOR, which shall be
based on a year of 365 days) for the actual number of days (including the first
day but excluding the last day; except that in the case of Letter of Credit Fees
and Facing Fees, the last day shall be included) occurring in the period for
which such interest, Commitment Commission or Fees are payable.

          13.08. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE
PROVIDED IN ANY MORTGAGE, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE
LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, EACH OF HOLDINGS AND THE BORROWER HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF HOLDINGS AND
THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS
LACK PERSONAL JURISDICTION OVER HOLDINGS OR THE BORROWER, AND AGREES


                                      -172-



NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFOREMENTIONED
COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER HOLDINGS OR THE
BORROWER. EACH OF HOLDINGS AND THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO HOLDINGS OR THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE
ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING. EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER
ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
HOLDINGS OR THE BORROWER IN ANY OTHER JURISDICTION.

          (b) EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF
THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

          (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          13.09. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

          13.10. Effectiveness. This Agreement shall become effective on the
date (the "Effective Date") on which Holdings, the Borrower, the Administrative
Agent, the Lead Arranger and each of the Lenders shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered the
same to the Administrative Agent at the Notice Office or, in the case of the
Lenders, shall have given to the Administrative Agent


                                      -173-



telephonic (confirmed in writing), written or telex notice (actually received)
at such office that the same has been signed and mailed to it. The
Administrative Agent will give Holdings, the Borrower and each Lender prompt
written notice of the occurrence of the Effective Date.

          13.11. Headings Descriptive. The headings of the several Sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

          13.12. Amendment or Waiver; etc. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party hereto or thereto and
the Required Lenders (although additional parties may be added to (and annexes
may be modified to reflect such additions), and Subsidiaries of the Borrower may
be released from, the Subsidiaries Guaranty and the Security Documents in
accordance with the provisions hereof and thereof without the consent of the
other Credit Parties party thereto or the Required Lenders), provided that no
such change, waiver, discharge or termination shall, without the consent of each
Lender (other than a Defaulting Lender) (with Obligations being directly
affected in the case of following clause (i) or clause (ix)), (i) extend the
final scheduled maturity of any Loan or Note or extend the stated expiration
date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce
the rate or extend the time of payment of interest or Fees thereon (except in
connection with the waiver of applicability of any post-default increase in
interest rates), or reduce (or forgive) the principal amount thereof (it being
understood that any amendment or modification to the financial definitions in
this Agreement or to Section 13.07(a) shall not constitute a reduction in the
rate of interest or Fees for the purposes of this clause (i)), (ii) release all
or substantially all of (x) the Collateral (except as expressly provided in the
Credit Documents) under all the Security Documents or (y) the Guarantors under
the Guaranties, (iii) amend, modify or waive any provision of this Section
13.12(a) (except for technical amendments with respect to additional extensions
of credit pursuant to this Agreement which afford the protections to such
additional extensions of credit of the type provided to the Revolving Loan
Commitments on the Effective Date), (iv) reduce the "majority" voting threshold
specified in the definition of Required Lenders (it being understood that, with
the consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extensions of Revolving Loan Commitments are
included on the Effective Date), (v) consent to the assignment or transfer by
Holdings or the Borrower of any of its rights and obligations under this
Agreement, (vi) increase the advance rates applicable to the Borrowing Base over
those in effect on the Initial Borrowing Date (it being understood that the
establishment, modification or elimination of Reserves and adjustment,
establishment and elimination of criteria for Eligible Accounts and Eligible
Inventory, in each case by Administrative Agent in accordance with the terms
hereof, will not be deemed such an increase in advance rates), (vii) increase
the percentage of the Borrowing Base for which Agent Advances may be made
pursuant to Section 2.01(e), (viii) increase the Total Commitment (other than as
contemplated by Section 2.14) or (ix) or increase the Revolving Loan Commitment
of any Lender; provided further, that no such change, waiver, discharge or
termination shall (1) without the consent of each Issuing Lender, amend, modify
or waive any provision of Section 1 or alter its rights or obligations with
respect to Letters of Credit, (2) without the consent of the Swingline Lender,
alter the Swingline Lender's rights or obligations with respect to Swingline
Loans,


                                      -174-



(3) without the consent of the Administrative Agent, amend, modify or waive any
provision of Section 12 or any other provision as same relates to the rights or
obligations of the Administrative Agent, or (4) without the consent of
Collateral Agent, amend, modify or waive any provision relating to the rights or
obligations of the Collateral Agent.

          (b) If, in connection with any proposed change, waiver, discharge or
termination of or to any of the provisions of this Agreement as contemplated by
clauses (i) through (v), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Borrower shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described in either clause (A) or
(B) below, to either (A) replace each such non-consenting Lender or Lenders (or,
at the option of the Borrower, if the respective Lender's consent is required
with respect to less than all Tranches of Loans (or related Revolving Loan
Commitments), to replace only the Revolving Loan Commitments and/or Loans of the
respective non-consenting Lender which gave rise to the need to obtain such
Lender's individual consent) with one or more Replacement Lenders pursuant to
Section 2.13 so long as at the time of such replacement, each such Replacement
Lender consents to the proposed change, waiver, discharge or termination or (B)
terminate such non-consenting Lender's Revolving Loan Commitment (if such
Lender's consent is required as a result of its Revolving Loan Commitment) the
outstanding Loans of such Lender which gave rise to the need to obtain such
Lender's consent and/or cash collateralize its applicable RL Percentage of the
Letter of Credit of Outstandings, in accordance with Sections 4.02(b) and/or
5.01(b), provided that, unless the Revolving Loan Commitments which are
terminated and Loans which are repaid pursuant to preceding clause (B) are
immediately replaced in full at such time through the addition of new Lenders or
the increase of the Revolving Loan Commitments and/or outstanding Loans of
existing Lenders (who in each case must specifically consent thereto), then in
the case of any action pursuant to preceding clause (B), the Required Lenders
(determined after giving effect to the proposed action) shall specifically
consent thereto, provided, further, that the Borrower shall not have the right
to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans
solely as a result of the exercise of such Lender's rights (and the withholding
of any required consent by such Lender) pursuant to the second proviso to
Section 13.12(a).

          13.13. Survival. All indemnities set forth herein including, without
limitation, in Sections 2.10, 2.11, 3.06, 5.04, 12.06 and 13.01 shall survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Obligations.

          13.14. Domicile of Loans. Each Lender may transfer and carry its Loans
at, to or for the account of any office, Subsidiary or Affiliate of such Lender.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this Section 13.14 would, at the time of such
transfer, result in increased costs under Section 2.10, 2.11, 3.06 or 5.04 from
those being charged by the respective Lender prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

          13.15. Register. The Borrower hereby designates the Administrative
Agent to serve as its agent, solely for purposes of this Section 13.15, to
maintain a register (the


                                      -175-



"Register") on which it will record the Revolving Loan Commitments from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation, shall
not affect the Borrower's obligations in respect of such Loans. With respect to
any Lender, the transfer of the Revolving Loan Commitments of such Lender and
the rights to the principal of, and interest on, any Loan made pursuant to such
Revolving Loan Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Revolving Loan Commitments and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Revolving
Loan Commitments and Loans shall remain owing to the transferor. The
registration of assignment or Revolving Loan transfer of all or part of any
Revolving Loan Commitments and Loans shall be recorded by the Administrative
Agent on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to
Section 13.04(b). Coincident with the delivery of such an Assignment and
Assumption Agreement to the Administrative Agent for acceptance and registration
of assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note (if
any) evidencing such Loan, and thereupon one or more new Notes in the same
aggregate principal amount shall be issued to the assigning or transferor Lender
and/or the new Lender at the request of any such Lender. The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under
this Section 13.15.

          13.16. Confidentiality. (a) Subject to the provisions of clause (b) of
this Section 13.16, each Lender agrees that it will use its reasonable efforts
not to disclose without the prior consent of Holdings (other than to its
employees, auditors, advisors or counsel or to another Lender if such Lender or
such Lender's holding or parent company in its sole discretion determines that
any such party should have access to such information, provided such Persons
shall be subject to the provisions of this Section 13.16 to the same extent as
such Lender) any information with respect to Holdings or any of its Subsidiaries
which is now or in the future furnished pursuant to this Agreement or any other
Credit Document, provided that any Lender may disclose any such information (i)
as has become generally available to the public other than by virtue of a breach
of this Section 13.16(a) by the respective Lender, (ii) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over
such Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (iii) as may be required or appropriate in respect to any
summons or subpoena or in connection with any litigation, (iv) in order to
comply with any law, order, regulation or ruling applicable to such Lender, (v)
to the Administrative Agent or the Collateral Agent, (vi) to any direct or
indirect contractual counterparty in any swap, hedge or similar agreement (or to
any such contractual counterparty's professional advisor), so long as such
contractual counterparty (or such professional advisor) agrees to be bound by
the provisions of this Section 13.16 and (vii) to any prospective or actual
transferee or participant in connection with any contemplated transfer or
participation of any of the Notes or Commitments or any interest therein by such
Lender, provided that such prospective transferee agrees to be bound by the
confidentiality provisions contained in this Section 13.16.


                                      -176-



          (b) Each of Holdings and the Borrower hereby acknowledges and agrees
that each Lender may share with any of its affiliates, and such affiliates may
share with such Lender, any information related to Holdings or any of its
Subsidiaries (including, without limitation, any non-public customer information
regarding the creditworthiness of Holdings and its Subsidiaries), provided such
Persons shall be subject to the provisions of this Section 13.16 to the same
extent as such Lender.

          13.17. Special Provisions Regarding Pledges of Equity Interests in,
and Promissory Notes Owed by, Persons Not Organized in the United States. The
parties hereto acknowledge and agree that the provisions of the various Security
Documents executed and delivered by the Credit Parties require that, among other
things, all promissory notes executed by, and capital stock and other Equity
Interests in, various Persons owned by the respective Credit Party be pledged,
and delivered for pledge, pursuant to the Security Documents. The parties hereto
further acknowledge and agree that each Credit Party shall be required to take
all actions under the laws of the jurisdiction in which such Credit Party is
organized to create and perfect all security interests granted pursuant to the
various Security Documents and to take all actions under the laws of the United
States and any State thereof to perfect the security interests in the capital
stock and other Equity Interests of, and promissory notes issued by, any Person
organized under the laws of said jurisdictions (in each case, to the extent said
capital stock, other Equity Interests or promissory notes are owned by any
Credit Party). Except as provided in the immediately preceding sentence, to the
extent any Security Document requires or provides for the pledge of promissory
notes issued by, or capital stock or other Equity Interests in, any Person
organized under the laws of a jurisdiction other than those specified in the
immediately preceding sentence, it is acknowledged that, as of the Initial
Borrowing Date, no actions have been required to be taken to perfect, under
local law of the jurisdiction of the Person who issued the respective promissory
notes or whose capital stock or other Equity Interests are pledged, under the
Security Documents. The Borrower hereby agrees that, following any request by
the Administrative Agent or the Required Lenders to do so, the Borrower will,
and will cause its Subsidiaries to, take such actions (including, without
limitation, the execution of Additional Security Documents, the making of any
filings and the delivery of appropriate legal opinions) under the local law of
any jurisdiction with respect to which such actions have not already been taken
as are determined by the Administrative Agent or the Required Lenders to be
necessary or desirable in order to fully perfect, preserve or protect the
security interests granted pursuant to the various Security Documents under the
laws of such jurisdictions. If requested to do so pursuant to this Section
13.17, all such actions shall be taken in accordance with the provisions of this
Section 13.17 and Section 9.12 and within the time periods set forth therein.
All conditions and representations contained in this Agreement and the other
Credit Documents shall be deemed modified to the extent necessary to effect the
foregoing and so that same are not violated by reason of the failure to take
actions under local law (but only with respect to capital stock of, other Equity
Interests in, and promissory notes issued by, Persons organized under laws of
jurisdictions other than the United States and any State thereof) not required
to be taken in accordance with the provisions of this Section 13.17, provided
that to the extent any representation or warranty would not be true because the
foregoing actions were not taken, the respective representation of warranties
shall be required to be true and correct in all material respects at such time
as the respective action is required to be taken in accordance with the
foregoing provisions of Section 9.12 and this Section 13.17.


                                      -177-



          13.18. Patriot Act. Each Lender subject to the USA PATRIOT ACT (Title
111 of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act") hereby
notifies Holdings and the Borrower that pursuant to the requirements of the Act,
it is required to obtain, verify and record information that identifies
Holdings, the Borrower and the other Credit Parties and other information that
will allow such Lender to identify Holdings, the Borrower and the other Credit
Parties in accordance with the Act.

          13.19. Post-Closing Actions. Notwithstanding anything to the contrary
contained in this Agreement or the other Credit Documents, the parties hereto
acknowledge and agree that:

          (a) UCC Filings; Filings with respect to Intellectual Property; etc.
(i) Holdings and its Subsidiaries were not required to have filed (or cause to
have filed) on or prior to the Initial Borrowing Date Financing Statements (Form
UCC-1) or any filings with the United States Patent and Trademark Office or the
United States Copyright Office necessary to perfect the security interest
purported to be created by the Security Agreement or the Pledge Agreement, as
applicable. Not later than the fifth day (or such later date as may be agreed by
the Administrative Agent) after the Initial Borrowing Date, Holdings and its
Subsidiaries shall have filed (or cause to have filed) all of such Financing
Statements (Form UCC-1) and any filings with the United States Patent and
Trademark Office or the United States Copyright Office necessary to perfect the
security interest purported to be created by the Security Agreement or the
Pledge Agreement, as the case may be.

          (b) Real Estate. Holdings and its Subsidiaries shall be required to
take the actions specified in Part A of Schedule XII as promptly as practicable,
and in any event within the time periods set forth in Part A of said Schedule
XII. The provisions of Part A of said Schedule XII shall be deemed incorporated
by reference herein as fully as if set forth herein in its entirety.

          (c) Cash Management Control Agreements. Within 45 days or such later
date the Administrative Agent agrees to, following the Initial Borrowing Date,
(i) the applicable Credit Agreement Parties, the Collateral Agent and the
applicable Collection Banks shall have entered into one or more Cash Management
Control Agreements pursuant to Section 5.03 with respect to each Collection
Account listed on Schedule III, (ii) the applicable Credit Agreement Parties,
the Collateral Agent and the applicable banks shall have entered into one or
more Cash Management Control Agreements with respect to each other Deposit
Account (other than the Excluded Deposit Accounts) and (iii) the Borrower, the
Collateral Agent and the applicable bank shall have entered into a Cash
Management Control Agreement with respect to the Core Concentration Account.

          (d) (d) Other Actions. Holdings and its Subsidiaries shall be required
to take the actions specified in Parts B and C of Schedule XII as promptly as
practicable, and in any event within the time periods set forth in Parts B and C
of said Schedule XII. The provisions of Parts B and C of said Schedule XII shall
be deemed incorporated by reference herein as fully as if set forth herein in
its entirety.

          All conditions precedent and representations contained in this
Agreement and the other Credit Documents shall be deemed modified to the extent
necessary to effect the foregoing


                                      -178-



(and to permit the taking of the actions described above within the time periods
required above, rather than as elsewhere provided in the Credit Documents),
provided that (x) to the extent any representation and warranty would not be
true because the foregoing actions were not taken on the Initial Borrowing Date,
the respective representation and warranty shall be required to be true and
correct in all material respects at the time the respective action is taken (or
was required to be taken) in accordance with the foregoing provisions of this
Section 13.19 and (y) all representations and warranties relating to the
Security Documents shall be required to be true immediately after the actions
required to be taken by Section 13.19 have been taken (or were required to be
taken). The acceptance of the benefits of each Credit Event shall constitute a
representation, warranty and covenant by the Borrower to each of the Lenders
that the actions required pursuant to this Section 13.19 will be, or have been,
taken within the relevant time periods referred to in this Section 13.19 and
that, at such time, all representations and warranties contained in this
Agreement and the other Credit Documents shall then be true and correct without
any modification pursuant to this Section 13.19, and the parties hereto
acknowledge and agree that the failure to take any of the actions required
above, within the relevant time periods required above, shall give rise to an
immediate Event of Default pursuant to this Agreement.

          SECTION 14. Credit Agreement Party Guaranty.

          14.01. The Guaranty. In order to induce the Lenders to enter into this
Agreement and to extend credit hereunder, and in recognition of the direct
benefits to be received by each Credit Agreement Party from the proceeds of the
Loans, the issuance of the Letters of Credit, each Credit Agreement Party
Guarantor hereby agrees with the Lenders as follows: each Credit Agreement Party
Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor
and not merely as surety the full and prompt payment when due, whether upon
maturity, acceleration or otherwise, of any and all of its Guaranteed
Obligations to the Guaranteed Creditors. If any or all of the Guaranteed
Obligations of any Credit Agreement Party Guarantor to the Guaranteed Creditors
becomes due and payable hereunder, each Credit Agreement Party Guarantor
unconditionally promises to pay such indebtedness to the Guaranteed Creditors,
or order, on demand, together with any and all expenses which may be incurred by
the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This
Credit Agreement Party Guaranty is a guaranty of payment and not of collection.
This Credit Agreement Party Guaranty is a continuing one and all liabilities to
which it applies or may apply under the terms hereof shall be conclusively
presumed to have been created in reliance hereon. If claim is ever made upon any
Guaranteed Creditor for repayment or recovery of any amount or amounts received
in payment or on account of any of the Guaranteed Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Borrower), then and in such event the respective Credit Agreement
Party Guarantor agrees that any such judgment, decree, order, settlement or
compromise shall be binding upon such Credit Agreement Party Guarantor,
notwithstanding any revocation of this Credit Agreement Party Guaranty or any
other instrument evidencing any liability of the Borrower, and each Credit
Agreement Party Guarantor shall be and remain liable to the aforesaid payees
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by any such payee.


                                      -179-



          14.02. Bankruptcy. Additionally, each Credit Agreement Party Guarantor
unconditionally and irrevocably guarantees the payment of any and all of the
Guaranteed Obligations to the Guaranteed Creditors whether or not due or payable
by the Borrower upon the occurrence of any of the events specified in Section
11.05, and unconditionally promises to pay such indebtedness to the Guaranteed
Creditors, or order, on demand.

          14.03. Nature of Liability. The liability of each Credit Agreement
Party Guarantor hereunder is exclusive and independent of any security for or
other guaranty of the Guaranteed Obligations whether executed by such Credit
Agreement Party Guarantor, any other guarantor or by any other party, and the
liability of each Credit Agreement Party Guarantor hereunder is not affected or
impaired by (a) any direction as to application of payment by the Borrower or
any other party, or (b) any other continuing or other guaranty, undertaking or
maximum liability of a guarantor or of any other party as to the Guaranteed
Obligations, or (c) any payment on or in reduction of any such other guaranty or
undertaking, or (d) any dissolution, termination or increase, decrease or change
in personnel by the Borrower, or (e) any payment made to the Guaranteed
Creditors on the Guaranteed Obligations which any such Guaranteed Creditor
repays to the Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
each Credit Agreement Party Guarantor waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding, or
(f) any action or inaction of the type described in Section 14.05, or (g) the
lack of validity or enforceability of any Credit Document or any other
instrument relating thereto.

          14.04. Independent Obligation. No invalidity, irregularity or
unenforceability of all or any part of the Guaranteed Obligations or of any
security therefor shall affect, impair or be a defense to this Credit Agreement
Party Guaranty, and this Credit Agreement Party Guaranty shall be primary,
absolute and unconditional notwithstanding the occurrence of any event or the
existence of any other circumstances which might constitute a legal or equitable
discharge of, or a defense available to, a surety or guarantor except
indefeasible payment in full in cash of the Guaranteed Obligations. The
obligations of each Credit Agreement Party Guarantor hereunder are independent
of the obligations of the Borrower, any other guarantor or any other party and a
separate action or actions may be brought and prosecuted against any Credit
Agreement Party Guarantor whether or not action is brought against the Borrower,
any other guarantor or any other party and whether or not the Borrower, any
other guarantor or any other party be joined in any such action or actions. Each
Credit Agreement Party Guarantor waives, to the full extent permitted by law,
the benefit of any statute of limitations affecting its liability hereunder or
the enforcement thereof. Any payment by the Borrower or other circumstance that
operates to toll any statute of limitations as to the Borrower shall operate to
toll the statute of limitations as to the relevant Credit Agreement Party
Guarantor.

          14.05. Authorization. Each Credit Agreement Party Guarantor authorizes
the Guaranteed Creditors without notice or demand (except as shall be required
by applicable statute and cannot be waived), and without affecting or impairing
its liability hereunder, from time to time to:

          (a) change the manner, place or terms of payment of, and/or change or
     extend the time of payment of, renew, increase, accelerate or alter, any of
     the Guaranteed


                                      -180-



     Obligations (including any increase or decrease in the rate of interest
     thereon), any security therefor, or any liability incurred directly or
     indirectly in respect thereof, and this Credit Agreement Party Guaranty
     shall apply to the Guaranteed Obligations as so changed, extended, renewed,
     increased or altered;

          (b) take and hold security for the payment of the Guaranteed
     Obligations and sell, exchange, release, impair, surrender, realize upon or
     otherwise deal with in any manner and in any order any property by
     whomsoever at any time pledged or mortgaged to secure, or howsoever
     securing, the Guaranteed Obligations or any liabilities (including any of
     those hereunder) incurred directly or indirectly in respect thereof or
     hereof, and/or any offset there against;

          (c) exercise or refrain from exercising any rights against the
     Borrower or others or otherwise act or refrain from acting;

          (d) release or substitute any one or more endorsers, guarantors, the
     Borrower or other obligors;

          (e) settle or compromise any of the Guaranteed Obligations, any
     security therefor or any liability (including any of those hereunder)
     incurred directly or indirectly in respect thereof or hereof, and may
     subordinate the payment of all or any part thereof to the payment of any
     liability (whether due or not) of the Borrower to its creditors other than
     the Guaranteed Creditors;

          (f) apply any sums by whomsoever paid or howsoever realized to any
     liability or liabilities of the Borrower to the Guaranteed Creditors
     regardless of what liability or liabilities of the Borrower remain unpaid;

          (g) consent to or waive any breach of, or any act, omission or default
     under, this Agreement, any other Credit Document, or any of the instruments
     or agreements referred to herein or therein, or otherwise amend, modify or
     supplement this Agreement, any other Credit Document, or any of such other
     instruments or agreements; and/or

          (h) take any other action that would, under otherwise applicable
     principles of common law, give rise to a legal or equitable discharge of,
     or a defense available to, such Credit Agreement Party Guarantor from its
     liabilities under this Credit Agreement Party Guarantor Guaranty.

          14.06. Reliance. It is not necessary for the Guaranteed Creditors to
inquire into the capacity or powers of the Borrower or the officers, directors,
partners or agents acting or purporting to act on their behalf, and any
Guaranteed Obligations made or created in reliance upon the professed exercise
of such powers shall be guaranteed hereunder.

          14.07. Subordination. Any of the indebtedness of the Borrower now or
hereafter owing to any Credit Agreement Party Guarantor is hereby subordinated
to the Guaranteed Obligations of the Borrower owing to the Guaranteed Creditors;
and if the Administrative Agent so requests at a time when an Event of Default
exists, all such indebtedness of the Borrower to such Credit Agreement Party
Guarantor shall be collected, enforced and received by such Credit


                                      -181-



Agreement Party Guarantor in trust for the benefit of the Guaranteed Creditors
and be paid over to the Administrative Agent on behalf of the Guaranteed
Creditors on account of the Guaranteed Obligations of the Borrower to the
Guaranteed Creditors, but without affecting or impairing in any manner the
liability of any Credit Agreement Party Guarantor under the other provisions of
this Credit Agreement Party Guarantor Guaranty. Prior to the transfer by any
Credit Agreement Party Guarantor of any note or negotiable instrument evidencing
any of the indebtedness of the Borrower to such Credit Agreement Party
Guarantor, such Credit Agreement Party Guarantor shall mark such note or
negotiable instrument with a legend that the same is subject to this
subordination. Without limiting the generality of the foregoing, each Credit
Agreement Party Guarantor hereby agrees with the Guaranteed Creditors that it
will not exercise any right of subrogation which it may at any time otherwise
have as a result of this Credit Agreement Party Guarantor Guaranty (whether
contractual, under Section 509 of the Bankruptcy Code or otherwise) until all
Guaranteed Obligations have been irrevocably paid in full in cash.

          14.08. Waiver. (a) Each Credit Agreement Party Guarantor waives any
right (except as shall be required by applicable statute and cannot be waived)
to require any Guaranteed Creditor to (i) proceed against any the Borrower, any
other guarantor or any other party, (ii) proceed against or exhaust any security
held from the Borrower, any other guarantor or any other party or (iii) pursue
any other remedy in any Guaranteed Creditor's power whatsoever. Each Credit
Agreement Party Guarantor waives any defense based on or arising out of any
defense of the Borrower, any other guarantor or any other party, other than
indefeasible payment in full in cash of the Guaranteed Obligations, based on or
arising out of the disability of the Borrower, any other guarantor or any other
party, or the unenforceability of the Guaranteed Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of the Borrower
other than indefeasible payment in full in cash of the Guaranteed Obligations.
The Guaranteed Creditors may, at their election, foreclose on any security held
by the Administrative Agent, the Collateral Agent or any other Guaranteed
Creditor by one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable (to the extent such sale is
permitted by applicable law), or exercise any other right or remedy the
Guaranteed Creditors may have against the Borrower or any other party, or any
security, without affecting or impairing in any way the liability of any Credit
Agreement Party Guarantor hereunder except to the extent the Guaranteed
Obligations have been indefeasibly paid in full in cash. Each Credit Agreement
Party Guarantor waives any defense arising out of any such election by the
Guaranteed Creditors, even though such election operates to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of such
Credit Agreement Party Guarantor against the Borrower or any other party or any
security.

          (b) Each Credit Agreement Party Guarantor waives all presentments,
demands for performance, protests and notices, including, without limitation,
notices of nonperformance, notices of protest, notices of dishonor, notices of
acceptance of this Credit Agreement Party Guarantor Guaranty, and notices of the
existence, creation or incurring of new or additional Guaranteed Obligations.
Each Credit Agreement Party Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower's financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which such Credit
Agreement Party Guarantor assumes and incurs hereunder, and agrees that the
Guaranteed Creditors shall have no duty to advise any


                                      -182-



Credit Agreement Party Guarantor of information known to them regarding such
circumstances or risks.

          (c) Until such time as the Guaranteed Obligations have been paid in
full in cash, each Credit Agreement Party Guarantor hereby waives all rights of
subrogation which it may at any time otherwise have as a result of this Credit
Agreement Party Guarantor Guaranty (whether contractual, under Section 509 of
the Bankruptcy Code, or otherwise) to the claims of the Guaranteed Creditors
against the Borrower or any other guarantor of the Guaranteed Obligations and
all contractual, statutory or common law rights of reimbursement, contribution
or indemnity from the Borrower or any other guarantor which it may at any time
otherwise have as a result of this Credit Agreement Party Guarantor Guaranty.

          (d) Each Credit Agreement Party Guarantor hereby acknowledges and
affirms that it understands that to the extent the Guaranteed Obligations are
secured by Real Property located in California, such Credit Agreement Party
Guarantor shall be liable for the full amount of the liability hereunder
notwithstanding the foreclosure on such Real Property by trustee sale or any
other reason impairing such Credit Agreement Party Guarantor's or any Guaranteed
Creditor's right to proceed against the Borrower or any other guarantor of the
Guaranteed Obligations. In accordance with Section 2856 of the California Code
of Civil Procedure, each Credit Agreement Party Guarantor hereby waives:

          (i) all rights of subrogation, reimbursement, indemnification, and
     contribution and any other rights and defenses that are or may become
     available to such Credit Agreement Party Guarantor by reason of Sections
     2787 to 2855, inclusive, 2899 and 3433 of the California Code of Civil
     Procedure;

          (ii) all rights and defenses that such Credit Agreement Party
     Guarantor may have because the Guaranteed Obligations are secured by Real
     Property located in California, meaning, among other things, that: (A) the
     Guaranteed Creditors may collect from such Credit Agreement Party Guarantor
     without first foreclosing on any real or personal property collateral
     pledged by any Credit Party, and (B) if the Guaranteed Creditors foreclose
     on any Real Property collateral pledged by any Credit Party, (1) the amount
     of the Guaranteed Obligations may be reduced only by the price for which
     that collateral is sold at the foreclosure sale, even if the collateral is
     worth more than the sale price, and (2) the Guaranteed Creditors may
     collect from such Credit Agreement Party Guarantor even if the Guaranteed
     Creditors, by foreclosing on the Real Property collateral, have destroyed
     any right such Credit Agreement Party Guarantor may have to collect from
     the Borrower, it being understood that this is an unconditional and
     irrevocable waiver of any rights and defenses such Credit Agreement Party
     Guarantor may have because the Guaranteed Obligations are secured by Real
     Property (including, without limitation, any rights or defenses based upon
     Section 580a, 580d or 726 of the California Code of Civil Procedure); and

          (iii) all rights and defenses arising out of an election of remedies
     by the Guaranteed Creditors, even though that election of remedies, such as
     a nonjudicial foreclosure with respect to security for the Guaranteed
     Obligations, has destroyed such Credit Agreement Party Guarantor's rights
     of subrogation and reimbursement against the


                                      -183-



     Borrower by the operation of Section 580d of the California Code of Civil
     Procedure or otherwise.

          (e) Each Credit Agreement Party Guarantor warrants and agrees that
each of the waivers set forth above is made with full knowledge of its
significance and consequences and that if any of such waivers are determined to
be contrary to any applicable law of public policy, such waivers shall be
effective only to the maximum extent permitted by law.

          14.09. Payments. All payments made by a Credit Agreement Party
Guarantor pursuant to this Section 14 shall be made in the respective Applicable
Currency in which the Guaranteed Obligations are then due and payable (giving
effect, in the circumstances contemplated by Section 2.14, to any conversion
occurring pursuant thereto). All payments made by a Credit Agreement Party
Guarantor pursuant to this Section 14 will be made without setoff, counterclaim
or other defense, and shall be subject to the provisions of Sections 5.03, 5.04
and 13.23.

                                      * * *


                                      -184-



          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:

                                        DHM HOLDING COMPANY, INC.,
                                           as a Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DOLE HOLDING COMPANY, LLC,
                                           as a Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DOLE FOOD COMPANY, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DEUTSCHE BANK AG NEW YORK BRANCH,
                                           Individually and as Administrative
                                           Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DEUTSCHE BANK SECURITIES INC.,
                                           as Lead Arranger


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                        SIGNATURE PAGE TO THE CREDIT AGREEMENT
                                        DATED AS OF APRIL 12, 2006, AMONG DHM
                                        HOLDING COMPANY, INC., DOLE HOLDING
                                        COMPANY, LLC, DOLE FOOD COMPANY, INC.,
                                        THE LENDERS PARTY HERETO FROM TIME TO
                                        TIME, DEUTSCHE BANK AG NEW YORK BRANCH,
                                        AS ADMINISTRATIVE AGENT, AND DEUTSCHE
                                        BANK SECURITIES INC., AS LEAD ARRANGER

                                        NAME OF INSTITUTION:


                                        ----------------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

EX-12

EXHIBIT 12

DOLE FOOD COMPANY, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except for ratio data)

							Three
							Quarters			Quarter
	Fiscal Years Ended						Ended			Ended			Fiscal Years Ended
	December 31,			January 1,			January 3,			March 22,			December 28,			December 29,
	2005			2005			2004			2003			2002			2001
Income (loss) from continuing operations before income tax expense, minority interest expense, equity earnings and cumulative effect of change in accounting principle	$	83,190		$	159,778		$	26,773		$	72,040		$	207,011		$	(8,593	)
Distributed income of equity method investees		2,040			2,173			2,606			648			3,166			5,305
Fixed charges from continuing operations		186,064			186,497			149,783			27,149			117,323			112,750
Earnings available for fixed charges	$	271,294		$	348,448		$	179,162		$	99,837		$	327,500		$	109,462
Fixed charges from continuing operations:
Interest expense	$	135,190		$	143,199		$	117,056		$	19,273		$	79,169		$	69,307
Amortization of debt expense and discounts		7,526			9,505			7,435			374			1,721			1,401
Assumed interest element included in rent expense		43,348			33,793			25,292			7,502			36,433			42,042
Total fixed charges from continuing operations	$	186,064		$	186,497		$	149,783		$	27,149		$	117,323		$	112,750
Ratio of earnings to fixed charges (A)		1.46	X		1.87	X		1.20	X		3.68	X		2.79	X		0.97	X

(A) Due to the Company’s loss from continuing operations in 2001, the ratio coverage was less than 1:1. The Company must generate additional earnings of $3.5 million to achieve a coverage of 1:1.

EX-21

EXHIBIT 21

SUBSIDIARIES OF DOLE FOOD COMPANY, INC.

Registrant’s consolidated subsidiaries are shown below together with the percentage of voting securities owned and the state or jurisdiction of organization of each subsidiary. The names have been omitted for subsidiaries which, if considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary.

		Percent of Outstanding
	Jurisdiction of	Voting Securities
	Incorporation or	Owned as of
Name of Subsidiary	Organization	December 31, 2005
AG 1972, Inc.	California	100%
Agricola Santa Ines, S.A.	Honduras	100%
Agroindustrial Pinas del Bosque S.A.	Costa Rica	100%
Agropecuaria El Provenir, S.A. de C.V.	Honduras	100%
Ashford Company Limited	Bermuda	100%
Bananapuerto Puerto Bananero S.A.	Ecuador	100%
Bananera La Paz, S.A	Costa Rica	100%
Bud Antle, Inc.	California	100%
C.I. Tecnicas Baltime de Colombia, S.A.	Colombia	100%
Cartones San Fernando S.A.	Chile	100%
Castle & Cooke Worldwide Limited	Hong Kong	100%
Cerulean, Inc.	Hawaii	100%
Coastal Berry Company, LLC	Delaware	100%
Dole Chile S.A.	Chile	96%
Dole Comercializacion, S.A.	Spain	100%
Dole Dried Fruit and Nut Company, a California general partnership	California	100%
Dole Foods of Canada Ltd.	Canada	100%
Dole France S.A.S.	France	100%
Dole Fresh Flowers, Inc.	Delaware	100%
Dole Fresh Fruit Company	Nevada	100%
Dole Fresh Fruit Europe OHG	Germany	100%
Dole Fresh Fruit International, Limited	Liberia	100%
Dole Fresh Vegetables, Inc.	California	100%
Dole Italia s.p.a.	Italy	100%
Dole Japan, Ltd.	Japan	100%
Dole Korea Limited	Korea	100%
Dole Ocean Cargo Express, Inc.	Nevada	100%
Dole Packaged Frozen Foods, Inc.	California	100%
Dole Philippines, Inc.	Philippines	100%
Dole South Africa (Pty), Ltd.	South Africa	100%
Dole Thailand Limited	Thailand	64%
Inversiones del Pacifico S.A.	Chile	100%
La Petite d’Agen, Inc.	Hawaii	100%
Lindero Headquarters Company, Inc.	California	100%
M K Development, Inc.	Hawaii	100%
Pacific Coast Truck Company	Washington	100%
Paul Kempowski GmbH & Co. KG	Germany	100%
Productora Cartonera, S.A.	Ecuador	100%
Royal Packing Co.	California	100%
Saba Fresh Cuts AB	Sweden	100%
Saba Frukt & Gront AB, Helsingborg	Sweden	100%
Shanghai Dole Food Company, Ltd.	China	100%
Siembranueva S.A.	Ecuador	100%
Singletree Corp.	Panama	100%
Solvest, Ltd.	Bermuda	100%
Standard Fruit Company	Delaware	100%
Standard Fruit Company (Bermuda) Ltd.	Bermuda	100%
Standard Fruit Company de Costa Rica, S.A.	Costa Rica	100%
Standard Fruit De Honduras, S.A.	Honduras	100%
Union de Bananeros Ecuatorianos, S.A.	Ecuador	100%

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-106500, 333-106493, and 333-88984 on Form S-4 and Registration Statement Nos. 033-64984 and 333-61689 on Form S-3 of our report dated April 14, 2006, relating to the financial statements and financial statement schedules of Dole Food Company, Inc. appearing in the Annual Report on Form 10-K of Dole Food Company, Inc. for the year ended December 31, 2005.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
April 14, 2006

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David H. Murdock, Chairman of the Board and Chief Executive Officer, certify that:

1.	I have reviewed this annual report on Form 10-K of Dole Food Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ David H. Murdock

David H. Murdock

Chairman and Chief Executive Officer

April 14, 2006

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Joseph S. Tesoriero, Vice President and Chief Financial Officer, certify that:

1.	I have reviewed this annual report on Form 10-K of Dole Food Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Joseph S. Tesoriero

Joseph S. Tesoriero

Vice President and Chief Financial Officer

April 14, 2006

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF

DOLE FOOD COMPANY, INC.

      This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and is filed with respect to the annual report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2005 of Dole Food Company, Inc. (the “Issuer”). I, David H. Murdock, Chairman of the Board and Chief Executive Officer of the Issuer, certify that to the best of my knowledge:

(i) the Form 10-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

/s/ David H. Murdock

David H. Murdock

Chairman and Chief Executive Officer

Dated: April 14, 2006

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER OF

DOLE FOOD COMPANY, INC.

      This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and is filed with respect to the annual report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2005 of Dole Food Company, Inc. (the “Issuer”). I, Joseph S. Tesoriero, Vice President and Chief Financial Officer of the Issuer, certify that to the best of my knowledge:

(i) the Form 10-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

/s/ Joseph S. Tesoriero

Joseph S. Tesoriero

Vice President and Chief Financial Officer

Dated: April 14, 2006